Exhibit (a)(1)(J)
[LETTERHEAD OF MILBERG WEISS BERSHAD HYNES & LERACH LLP]
May 31, 2000
VIA FACSIMILE
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Board of Directors of Shopke
Board of Directors of ProVantage
c/o Nancy Senate
FOLEY & LARDNER
150 East Gilman Street
Madison, WI 53701-1497
Board of Directors of Merck
c/o Gary P. Cooperstein
FRIED, FRANK, HARRIS,
SHRIVER & JACOBSON
One New York Plaza
New York, NY 10004
Re: ProVantage Shareholder Litigation
Dear Board Members:
The Tender Offer Documents issued in connection with the sale of
ProVantage, Inc., including the SEC forms 14D-1 and 14-9 ("Documents") are
false and misleading in that they fail to disclose material information
rendering such documents false and misleading.
The Documents conceal material information relating to the motivations
and benefits which will be obtained by the Board Members of ProVantage and
Shopko upon consummation of the transaction. For example, the Documents
fail to disclose the fact that Shopko's 61% ownership interest in
ProVantage is highly illiquid. Though Shopko's ownership stake was no
longer subject to the Rule 144 time restrictions, it was subject to the
Rule 144 volume restrictions which, as a practical matter, effectively
precluded it from selling its interest in ProVantage for years at anywhere
near the price obtained in this transaction. Unlike Shopko, our client and
the other public stockholders of ProVantage were not so disadvantaged as
they have never faced the illiquidity issues faced by Shopko.
The Documents also conceal the benefits that will be reaped by Girard,
Kramer, Wolf and Podany upon consummation of the Tender Offer by virtue of
their relationship with Shopko. Furthermore, the Documents conveniently
omit from the "Background" section that on February 29, 2000, one day after
Merck submitted an offer to purchase the company, ProVantage granted
options to key officers which have a post-exercise price value of
$1,450,000.
The Documents are fraught with material omissions and misstatements.
Merck must refrain from purchasing ProVantage shares from ProVantage's
shareholders in the Tender Offer until it makes adequate disclosure of all
material information to ProVantage shareholders. Plaintiffs' concerns with
the Tender Offer documents are many and given the defects in these
materials, our client immediately attempted to contact Nancy Senate,
Shopko's and ProVantage's counsel, to apprise her of the necessity of
correcting these problems and/or refraining from consummating the Tender
Offer, as proposed. She has not responded. We view these issues as
extremely important.
The Tender Offer is scheduled to close on June 14, 2000. Accordingly,
the necessary corrections must be provided to ProVantage shareholders on or
before June 5, 2000. If we do not hear from you on or before Thursday, June
1, 2000, we will arrange to take the necessary steps to protect
ProVantage's public stockholders.
Very truly yours,
/s/ Randall H. Steinmeyer
RANDALL H. STEINMEYER
RHS:krj