SC 14D9/A 1 0001.txt SCHEDULE 14D-9 - AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) ---------------------- PROVANTAGE HEALTH SERVICES, INC. (Name of Subject Company) PROVANTAGE HEALTH SERVICES, INC. (Names of Person(s) Filing Statement) Common Stock, $0.01 par value per share (Including the Associated Preferred Share Purchase Rights) (Title of Class of Securities) --------------------- 743725 10 3 (CUSIP Number of Class of Securities) ---------------------- Jeffrey A. Jones President and Chief Executive Officer ProVantage Health Services, Inc. N19 W24130 Riverwood Drive Waukesha, Wisconsin 53188 (262) 312-3000 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the person(s) filing statement) ---------------------- With copies to: Jay O. Rothman Russell E. Ryba Foley & Lardner 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202-5367 (414) 271-2400 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender This Amendment No. 1 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on May 10, 2000 (the "Schedule 14D-9") by ProVantage Health Services, Inc., a Delaware corporation (the "Company"), relating to the cash tender offer by PV Acquisition Corp., a Delaware corporation ("Offeror") and an indirect wholly-owned subsidiary of Merck & Co., Inc., a New Jersey corporation ("Parent"), to purchase all outstanding Shares at a price of $12.25 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in Offeror's Offer to Purchase, dated May 10, 2000 (as amended or supplemented), and in the related Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9. Item 8. Additional Information. Item 8 is hereby amended by adding the following information under the caption "Certain Litigation": On or about May 31, 2000, counsel to the Company received a letter from Milberg Weiss Bershad Hynes & Lerach LLP, counsel to James Jorgensen, the named plaintiff in the purported class action, addressed to the Boards of Directors of the Company, ShopKo Stores, Inc. and Parent asserting that the "SEC forms 14D-1 [Schedule TO] and [Schedule] 14D-9 . . . are false and misleading in that they fail to disclose material information rendering such documents false and misleading." The letter is attached as Exhibit (a)(6) hereto and is incorporated herein by reference. The Company believes these assertions are without merit. This summary is qualified in its entirety by reference to Exhibit (a)(6) hereto. Item 9. Exhibits. Item 9 is hereby amended by adding the following exhibit: Exhibit Number Description ------- ---------------------------------------------------------------- (a)(6) Letter from Milberg Weiss Bershad Hynes & Lerach LLP dated May 31, 2000. 1 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 5, 2000. PROVANTAGE HEALTH SERVICES, INC. By: /s/ Patricia A. Nussle ------------------------------------- Patricia A. Nussle Vice President - Legal Affairs and Secretary 2