CABOT NOBLE INC
S-4/A, 1997-02-25
VARIETY STORES
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<PAGE>
 
   
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 1997     
                                                     REGISTRATION NO. 333-14051
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                               ---------------
                         
                      PRE-EFFECTIVE AMENDMENT NO. 2     
                                      TO
                                   FORM S-4
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                               ---------------
                               CABOT NOBLE, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                               ---------------
        DELAWARE                     5311                   34-1842570
     (STATE OR OTHER           (PRIMARY STANDARD         (I.R.S. EMPLOYER
     JURISDICTION OF              INDUSTRIAL            IDENTIFICATION NO.)
    INCORPORATION OR          CLASSIFICATION CODE
      ORGANIZATION)                 NUMBER) 
                                                ROBERT M. HAFT
    3000 K STREET, N.W.; SUITE 105       3000 K STREET, N.W.; SUITE 105
        WASHINGTON, D.C. 20007               WASHINGTON, D.C. 20007
            (330) 746-6641                       (330) 746-6641
   (ADDRESS, INCLUDING ZIP CODE AND A  (NAME, ADDRESS, INCLUDING ZIP CODE,
 TELEPHONE NUMBER, INCLUDING AREA CODE  AND TELEPHONE NUMBER, INCLUDING AREA
  OF REGISTRANT'S PRINCIPAL EXECUTIVE     CODE, OF AGENT FOR SERVICE)
               OFFICES)                

                               ---------------
                                  COPIES TO:
  MORRIS F. DEFEO, JR.        RANDALL J. ERICKSON         THOMAS A. COLE
    SWIDLER & BERLIN,        GODFREY & KAHN, S.C.         SIDLEY & AUSTIN
        CHARTERED           780 NORTH WATER STREET   ONE FIRST NATIONAL PLAZA
  3000 K STREET, N.W.--    MILWAUKEE, WI 53202-3590      CHICAGO, IL 60603
        SUITE 300
  WASHINGTON, DC 20007
                               ---------------
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
 
  If the securities being registered on this form are to be offered in
connection with the formation of a holding company and there is compliance
with General Instruction G under the Securities Act of 1933, check the
following box. [_]
                        CALCULATION OF REGISTRATION FEE
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<TABLE>   
<CAPTION>
                                            PROPOSED       PROPOSED
 TITLE OF EACH CLASS OF      AMOUNT         MAXIMUM         MAXIMUM      AMOUNT OF
    SECURITIES TO BE         TO BE       OFFERING PRICE    AGGREGATE    REGISTRATION
       REGISTERED          REGISTERED       PER UNIT    OFFERING PRICE      FEE
- -------------------------------------------------------------------------------------
<S>                      <C>             <C>            <C>             <C>
Common Stock...........  120,270,329(1)     $5.22(2)    $627,482,387(3)   $190,146(4)
- -------------------------------------------------------------------------------------
Warrants...............    1,250,000       $13.50        $16,875,000(3)     $5,114(4)
- -------------------------------------------------------------------------------------
                                              Not             Not
Common Stock ...........   9,534,179(5)    applicable     applicable        (6)
</TABLE>    
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
   
(1) Represents the maximum number of shares of Cabot Noble Common Stock to be
    issued in the Combination described in this Registration Statement, based
    upon an exchange ratio for shares of ShopKo Stores, Inc. Common Stock
    equal to 3.140, the level above which Phar-Mor, Inc. may terminate the
    Combination. Also includes shares of Cabot Noble Common Stock subject to
    potential resales by certain shareholders of Phar-Mor, Inc. and ShopKo
    Stores, Inc. (See note 5 below).     
(2) Represents the quotient obtained by dividing (i) the proposed maximum
    aggregate offering price (determined as described in Note 3 below) by (ii)
    the number of shares of Cabot Noble Common Stock registered hereby.
(3) Estimated solely for the purpose of determining the registration fee. In
    accordance with Rule 457(f)(1), the proposed maximum aggregate offering
    price of the Common Stock is based upon the sum of (a) the product of (i)
    $6 3/16 (the average of the high and low prices of Phar-Mor, Inc. Common
    Stock on October 7, 1996 on the Nasdaq-NMS) times (ii) 13,407,054 (the sum
    of the number of shares of Phar-Mor, Inc. Common Stock outstanding plus
    the number of shares of Phar-Mor, Inc. Common Stock underlying the
    outstanding Phar-Mor, Inc. Warrants outstanding) and (b) the product of
    (i) $16 (the average of the high and low prices of ShopKo Stores, Inc.
    Common Stock on October 7, 1996 on the New York Stock Exchange Composite
    Tape) times (ii) 34,032,890 (the sum of the number of shares of ShopKo
    Stores, Inc. Common Stock outstanding plus the number of shares of ShopKo
    Stores, Inc. Common Stock issuable prior to the Effective Date pursuant to
    outstanding obligations to issue ShopKo Stores, Inc. Common Stock and upon
    the exercise of options to purchase ShopKo Stores, Inc. Common Stock). In
    accordance with Rule 457(g), the proposed maximum aggregate offering price
    of the Warrants is the product of (a) 1,250,000 (the number of Phar-Mor,
    Inc. Warrants outstanding) times (b) $13.50 (the exercise price of the
    Phar-Mor, Inc. Warrants). Shopko Stores, Inc. has no Warrants outstanding.
   
(4) Paid in full in previous filings.     
   
(5) Represents the maximum number of shares of Cabot Noble Common Stock
    subject to resale by certain shareholders based upon an exchange ratio for
    shares of Shopko Stores, Inc. Common Stock equal to 3.140.     
   
(6) No additional registration fee required.     
                               ---------------
  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
 
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<PAGE>
 
To the Shareholders of
ShopKo Stores, Inc.
 
  Enclosed are a Notice of Special Meeting of Shareholders, a Joint Proxy
Statement/Prospectus and a Proxy for a Special Meeting of Shareholders of
ShopKo Stores, Inc. to be held on      , 1997 at    a.m., local time, at
        .
   
  At the Special Meeting, you will be asked to consider and vote on an
Agreement and Plan of Reorganization (the "Combination Agreement") pursuant to
which ShopKo and Phar-Mor, Inc. will become wholly owned subsidiaries of Cabot
Noble, Inc. The business combination will be accomplished through share
exchanges with Cabot Noble. The terms of the combination provide that ShopKo
shareholders will receive 2.4 shares of Cabot Noble common stock in exchange
for each share of ShopKo common stock, subject to adjustment to the extent
that the value of the exchange consideration falls outside a range of $17.25
to $18.00 per share of ShopKo common stock, based upon the average market
price of Phar-Mor common stock during the thirty-day period ending      , 1997
(the "Average Closing Price"). Phar-Mor shareholders will receive one share of
Cabot Noble common stock in exchange for each share of Phar-Mor common stock,
and Phar-Mor warrants will be converted into Cabot Noble warrants with
substantially identical terms. Attachment A illustrates how the exchange ratio
is calculated for ShopKo shareholders.     
   
  If the ShopKo exchange ratio is less than 1.895, the ShopKo Board will have
the right to terminate the Combination Agreement unless Phar-Mor agrees on or
before     , 1997 that the ShopKo exchange ratio will be set at 1.895.
Conversely, if the ShopKo exchange ratio is greater than 3.140, Phar-Mor will
have the right to terminate the Combination Agreement unless ShopKo agrees on
or before     , 1997 that the ShopKo exchange ratio will be set at 3.140. In
any event, the actual ShopKo exchange ratio will be determined by     , 1997,
[a minimum of] [five] days prior to the originally scheduled ShopKo Special
Meeting. Approval of the Combination Agreement by the ShopKo and Phar-Mor
shareholders will constitute approval of the combination if (i) the ShopKo
exchange ratio is greater than 3.140 or less than 1.895 and the Combination
Agreement is not terminated or (ii) if the ShopKo exchange ratio would have
been greater than, but is set at, 3.140 or would have been less than, but is
set at, 1.895, in each case subject to the fiduciary obligations of the ShopKo
and Phar-Mor Boards and other applicable legal requirements. Neither the
ShopKo Board nor the Phar-Mor Board has made a determination at this time as
to whether or not it would exercise its right to terminate the Combination
Agreement if the ShopKo exchange ratio is less than 1.895 or greater than
3.140, respectively. The Boards of Directors of ShopKo and Phar-Mor each
engaged an independent investment banking firm to deliver an opinion
concerning the fairness of the transactions contemplated by the Combination
Agreement to their respective shareholders from a financial point of view,
which opinions are attached as Annexes B and C, respectively, to the
accompanying proxy statement. These fairness opinions did not assess the
fairness of the combination if the actual ShopKo exchange ratio is below 1.895
or above 3.140 and the ShopKo and Phar-Mor Boards decide not to terminate the
Combination Agreement. In the event that the actual ShopKo exchange ratio
exceeds 3.140 or is less than 1.895, the ShopKo Board will take such steps and
conduct such deliberations as may be necessary, in the exercise of its
fiduciary obligations, to determine whether or not to proceed with the
combination, and if so, on what terms. In such circumstances, the ShopKo Board
may, among other steps, request that ShopKo's financial advisor render an
updated opinion as to the fairness, from a financial point of view, of the
combination, to reflect the actual ShopKo exchange ratio.     
   
  ShopKo and Phar-Mor shareholders can obtain the ShopKo exchange ratio by
calling 1-800-    between 8 a.m. and midnight Eastern Standard Time on any day
commencing      , 1997 and ending on the day following the conclusion of the
Special Meetings and may change their votes by following the procedures
described under "The Transaction--The ShopKo Exchange" in the accompanying
proxy statement. Shares of Phar-Mor common stock are traded on the Nasdaq
National Stock Market under the symbol "PMOR". The closing price of Phar-Mor
common stock on February  , 1997, was $    per share, as reported in The Wall
Street Journal. If the Average Closing Price had been calculated on the basis
of the thirty-day period ended     , it would have been $    (which would
result in a ShopKo exchange ratio of 3 ). If the Average Closing Price results
in a ShopKo exchange ratio greater than 3.140 (i.e. an Average Closing Price
of less than approximately $5.493), the Phar-Mor Board would have the right to
terminate the Combination Agreement, unless ShopKo otherwise agrees that the
ShopKo Exchange Ratio shall be set at 3.140. The daily closing price of Phar-
Mor common stock has been less than $5.493 since      .     
   
  Immediately following the share exchanges, Cabot Noble will purchase from
supervalu inc. 90% of the Cabot Noble shares it receives for its ShopKo shares
in the combination, for the equivalent of $16.86 per share of ShopKo common
stock in cash (the "Cabot Noble Buy Back"). supervalu currently owns
approximately 46% of the outstanding shares of ShopKo common stock. Neither
ShopKo shareholders nor Phar-Mor shareholders are being asked to approve the
Cabot Noble Buy Back. However, it is a condition to the completion of the
combination that no condition or circumstance exists which would reasonably be
expected to prevent or delay consummation of the Cabot Noble Buy Back. See
"The Transaction--Background of the Transaction" and "--Cabot Noble Buy Back"
in the accompanying proxy statement.     
 
  AFTER CAREFUL CONSIDERATION OF NUMEROUS FACTORS, INCLUDING THE
RECOMMENDATION OF A SPECIAL COMMITTEE OF INDEPENDENT DIRECTORS, THE BOARD OF
DIRECTORS OF SHOPKO HAS UNANIMOUSLY APPROVED THE COMBINATION, AND RECOMMENDS
THAT ALL SHOPKO SHAREHOLDERS VOTE FOR THE APPROVAL AND ADOPTION OF THE
COMBINATION.
<PAGE>
 
   
  Management believes that the combination with Phar-Mor provides the
following benefits to the ShopKo public shareholders:     
     
  .  The transaction is expected to result in earnings per share accretion to
     the ShopKo shareholders based upon an analysis prepared by ShopKo's
     financial advisor.     
     
  .  As a result of the Cabot Noble Buy Back, the ShopKo public shareholders
     (excluding supervalu) will own a much greater percentage of Cabot Noble
     (approximately 76.5%) than they currently own of ShopKo (approximately
     54%), based on an assumed ShopKo exchange ratio of 3.140.     
 
  .  The value to be received by the ShopKo public shareholders is a premium
     to both the pre-announcement trading price of the ShopKo common stock
     and the value to be received by supervalu in the Cabot Noble Buy Back.
 
  .  The Cabot Noble Buy Back substantially reduces the perceived depressive
     effect on the market price of ShopKo's common stock of supervalu's
     expressed desire to liquidate its 46% equity ownership in ShopKo, which
     had created an "overhang" on the market. The approximately $70 million
     of excess cash held by Phar-Mor and made available to Cabot Noble
     through the combination will fund a substantial portion of the Cabot
     Noble Buy Back.
 
  .  The ShopKo public shareholders will exchange their investment in a
     regional business for an investment in a national and more diversified
     business.
     
  .  The combination is designed to enable ShopKo to (1) decrease its expense
     ratios by eliminating administrative redundancies; (2) increase its
     revenues, buying power and gross margins through combined sourcing of
     merchandise with Phar-Mor; and (3) reinvest a significant portion of the
     synergies resulting from the combination in lower and more competitive
     prices for consumable merchandise sold in its stores. As a result of
     these benefits, ShopKo should be able to compete more effectively in an
     industry that is highly competitive.     
     
  .  The combination results in the acquisition of an equity interest in the
     Phar-Mor business--103 stores (102 of which were selected from Phar-
     Mor's 311 pre-bankruptcy stores)--in combination with ShopKo's
     administrative management strength and infrastructure. The combination
     will create cross-merchandizing opportunities for Phar-Mor and ShopKo.
     After the combination, it is expected that Phar-Mor will sell selected
     ShopKo merchandise and optical services using Phar-Mor's current excess
     floor space.     
   
  All ShopKo shareholders are invited to attend the Special Meeting in person.
The affirmative vote of the holders of a majority of the outstanding shares of
ShopKo common stock will be necessary for approval and adoption of the
Combination Agreement.     
 
  Dissenting ShopKo shareholders who follow certain statutory procedures have
the right under Minnesota law to demand payment in cash for the fair value of
their shares of ShopKo common stock in lieu of Cabot Noble shares. See "The
Special Meetings--Dissenters' Rights" and Annex D in the accompanying proxy
statement for appropriate information.
 
  In order that your shares may be represented at the ShopKo Special Meeting,
you are urged to vote promptly whether or not you plan to attend the Special
Meeting, by either (i) completing, signing, dating and returning the
accompanying proxy card in the enclosed envelope; or (ii) by dialing (1 800
   -   ) between 8 a.m. and midnight Eastern Standard Time on any day
commencing     , 1997 and ending the close of business on     , 1997 (or, in
the event that the ShopKo Special Meeting is adjourned, on the day prior to
the date of such adjourned meeting) and telling the operator that you wish to
send a collect datagram to Shopko Stores, Inc., providing the operator with
your six digit identification number which appears in the upper left hand
corner on the back side of your proxy card, informing the operator how you
wish to vote, and giving the operator your name(s), address and number of
shares exactly as such information appears on your proxy card. See "The
Special Meetings--Solicitation of ShopKo Proxies" in the accompanying proxy
statement for further details. If you attend the Special Meeting in person,
you may, if you wish, revoke your Proxy and vote in person on all matters
brought before the Special Meeting even if you have previously returned your
Proxy.
 
                                          Sincerely,
 
                                          Michael W. Wright
                                          Chairman of the Board
 
                                          Dale P. Kramer
                                          President and Chief Executive
                                           Officer
<PAGE>
 
                                 ATTACHMENT A
 
  The terms of the proposed combination provide that (i) holders of Phar-Mor
common stock will receive one share of Cabot Noble common stock for each share
of Phar-Mor common stock owned as of the effective date of the combination and
(ii) holders of ShopKo common stock will receive 2.4 shares of Cabot Noble
common stock for each share of ShopKo common stock owned as of the effective
date of the combination, subject to adjustment to the extent that the value of
the exchange consideration per share of ShopKo common stock would otherwise
fall outside a range of $17.25 to $18.00 based upon an average market price of
Phar-Mor common stock (the "ShopKo Exchange Ratio"), determined as follows:
 
  .  If the "Average Closing Price" multiplied by 2.4 is less than $17.25
     (i.e. if the Average Closing Price is less than $7.186), the ShopKo
     Exchange Ratio will be increased to the quotient (taken to the third
     decimal place) obtained by dividing $17.25 by the Average Closing Price.
 
  .  If the "Average Closing Price" multiplied by 2.4 exceeds $18.00 (i.e.,
     if the Average Closing Price is greater than $7.50), the ShopKo Exchange
     Ratio will be reduced to the quotient (taken to the third decimal place)
     obtained by dividing $18.00 by the Average Closing Price.
 
              Average Closing Price: means the average closing price per share
            of Phar-Mor common stock for each Nasdaq National Market trading
            day from      , 1997 through and including      , 1997 (the sixth
            trading day preceding the scheduled date of the special meeting of
            ShopKo shareholders) (the "Pricing Period") as reported for Nasdaq
            National Market issues in The Wall Street Journal. Cabot Noble,
            ShopKo and Phar-Mor will issue a joint press release following the
            termination of the Pricing Period specifying the Average Closing
            Price and the resulting ShopKo Exchange Ratio.
 
<TABLE>   
<CAPTION>
                                                                  PRO FORMA OWNERSHIP OF CABOT NOBLE(4)(5)
                                                                 -------------------------------------------
     ASSUMED AVERAGE     SHOPKO EXCHANGE RATIO   AGGREGATE VALUE
      CLOSING PRICE     (NUMBER OF CABOT NOBLE    RECEIVED PER       FORMER                    FORMER PHAR-
       OF PHAR-MOR     SHARES ISSUED IN EXCHANGE  SHOPKO SHARE    SHOPKO PUBLIC                    MOR
        SHARES(1)       FOR EACH SHOPKO SHARE)    EXCHANGED(4)    SHAREHOLDERS    SUPERVALU    SHAREHOLDERS
     ---------------   ------------------------- --------------- --------------- ------------ --------------
     <S>               <C>                       <C>             <C>             <C>          <C>
         $5.000(2)               3.450(2)            $17.250(2)           77.7%         6.6%          15.7%
          5.250(2)               3.286(2)             17.250(2)           77.1%         6.5%          16.4%
    --------------------------------------------------------------------------------------------------------
          5.494                  3.140                17.250              76.5%         6.5%          17.0%
          5.750                  3.000                17.250              75.9%         6.4%          17.7%
          6.000                  2.875                17.250              75.4%         6.4%          18.3%
          6.250                  2.760                17.250              74.8%         6.3%          18.9%
          6.500                  2.654                17.250              74.2%         6.3%          19.5%
          6.750                  2.556                17.250              73.7%         6.2%          20.1%
          7.000                  2.464                17.250              73.1%         6.2%          20.7%
          7.186                  2.400                17.250              72.7%         6.1%          21.1%
          7.250                  2.400                17.400              72.7%         6.1%          21.1%
          7.375                  2.400                17.700              72.7%         6.1%          21.1%
          7.500                  2.400                18.000              72.7%         6.1%          21.1%
          7.750                  2.323                18.000              72.2%         6.1%          21.7%
          8.000                  2.250                18.000              71.7%         6.1%          22.2%
          8.250                  2.182                18.000              71.2%         6.0%          22.8%
          8.500                  2.118                18.000              70.7%         6.0%          23.3%
          8.750                  2.057                18.000              70.3%         5.9%          23.8%
          9.000                  2.000                18.000              69.8%         5.9%          24.3%
          9.250                  1.946                18.000              69.3%         5.9%          24.8%
          9.499(3)               1.895(3)             18.000              68.8%         5.8%          25.3%
</TABLE>    
- --------
(1)  The prices indicated represent hypothetical Average Closing Prices, are
     assumed for illustrative purposes only, and will vary with the market
     price of the Phar-Mor common stock during the Pricing Period.
   
(2) If the ShopKo Exchange Ratio is greater than 3.140 (i.e., if the Average
    Closing Price is less than $5.493), the Phar-Mor Board would have the
    right to terminate the Combination Agreement, unless ShopKo otherwise
    agrees that the ShopKo Exchange Ratio shall be set at 3.140.     
<PAGE>
 
   
(3) If the ShopKo Exchange Ratio is less than 1.895 (i.e., if the Average
    Closing Price is greater than approximately $9.501), the ShopKo Board
    would have the right to terminate the Combination Agreement, unless Phar-
    Mor otherwise agrees that the ShopKo Exchange Ratio shall be set at 1.895.
           
(4)  If the Shopko Exchange Ratio is greater than 3.140 and Shopko agrees that
     the Shopko Exchange Ratio shall be set at 3.140, the aggregate value
     received per Shopko Share exchanged will fluctuate as the Average Closing
     Price declines below $5.494 per share, as indicated below, and the pro
     forma ownership of Cabot Noble would be fixed at: Shopko Public
     Shareholders (76.5%), SUPERVALU (6.5%), and Phar-Mor Shareholders
     (17.0%).     
   
(5) After giving effect to the Cabot Noble Buy Back.     
       
          
  If the ShopKo Exchange Ratio is greater than 3.140 and ShopKo agrees that
the ShopKo Exchange Ratio shall be set at 3.140, the aggregate value received
per ShopKo Share exchanged will decline as the Average Closing Price drops
below $5.494, as indicated in the example below. However, the pro forma
ownership of Cabot Noble would be fixed at: ShopKo Public Shareholders
(76.5%), supervalu (6.5%) and Phar-Mor Shareholders (17.0%).     
 
<TABLE>   
<CAPTION>
                  ASSUMED AVERAGE   AGGREGATE VALUE
                   CLOSING PRICE     RECEIVED PER
                    OF PHAR-MOR      SHOPKO SHARE
                      SHARES           EXCHANGED
                  ---------------   ---------------
                  <S>               <C>
                      $5.000            $15.700
                       5.250             16.485
</TABLE>    
   
  A toll-free telephone number (1 800    -   ) has been established to provide
updated information regarding the ShopKo Exchange Ratio. Commencing     , 1997
and ending on the day following the conclusion of both Special Meetings,
shareholders are encouraged to call such number to listen to a recorded
message indicating what the ShopKo Exchange Ratio would be as of the date of
such call, based on the average of the per share closing prices on the Nasdaq
National Stock Market of shares of Phar-Mor common stock (as reported in The
Wall Street Journal) during the thirty-day period ending as of the day prior
to such call or     , 1997, as appropriate. Because the Average Closing Price
upon which the actual ShopKo Exchange Ratio will be based cannot be determined
definitively until the close of trading on     , 1997, callers to such toll-
free telephone number prior to     , 1997 should bear in mind that
fluctuations in the trading price of shares of Phar-Mor common stock during
the thirty-day period ending     , 1997, may cause the actual ShopKo Exchange
Ratio to vary from the hypothetical ShopKo Exchange Ratio indicated on such
recorded message prior to     , 1997. After    , 1997 the recording will
report the actual ShopKo Exchange Ratio; provided, however, that if the actual
ShopKo Exchange Ratio is greater than 3.14 or less than 1.895, the ShopKo and
Phar-Mor Boards, respectively, on or before     , 1997, may fix the ShopKo
Exchange Ratio at 3.14 or 1.895, respectively. In any event, the actual ShopKo
Exchange Ratio will be determined by     , 1997, [a minimum of] [five] days
prior to the originally scheduled date of the special meeting of ShopKo
shareholders.     
<PAGE>
 
To the Shareholders of
Phar-Mor, Inc.
 
  Enclosed are a Notice of Special Meeting of Shareholders, a Joint Proxy
Statement/ Prospectus and a Proxy for a Special Meeting of Shareholders (the
"Special Meeting") of Phar-Mor, Inc. ("Phar-Mor") to be held on      , 1997 at
   a.m., local time, at         .
   
  At the Special Meeting, you will be asked to consider and vote on an
Agreement and Plan of Reorganization (the "Combination Agreement") pursuant to
which Phar-Mor and ShopKo Stores, Inc. ("ShopKo") will become wholly owned
subsidiaries of Cabot Noble, Inc. The business combination will be
accomplished through share exchanges with Cabot Noble. The terms of the
combination provide that (i) Phar-Mor shareholders will receive one share of
Cabot Noble common stock in exchange for each outstanding share of Phar-Mor
common stock, and Phar-Mor warrants to purchase shares of Phar-Mor common
stock will be converted into Cabot Noble warrants to purchase a like number of
shares of Cabot Noble common stock (the "Phar-Mor Plan") and (ii) ShopKo
shareholders will receive 2.4 shares of Cabot Noble common stock in exchange
for each share of ShopKo common stock, subject to adjustment to the extent
that the value of the exchange consideration would otherwise fall outside a
range of $17.25 to $18.00 per share of ShopKo common stock based on the
average of the daily closing sales prices per share of Phar-Mor common stock
during the thirty-day period ending on     , 1997 (the "Average Closing
Price"), and cash in lieu of any fractional Cabot Noble Share. Attachment A
illustrates how the ShopKo exchange ratio (the "ShopKo Exchange Ratio") will
be determined and provides a toll-free telephone number that will permit
shareholders to obtain updated information regarding the Average Closing Price
and the calculation of the ShopKo Exchange Ratio.     
   
  If the Average Closing Price would result in a ShopKo Exchange Ratio greater
than 3.140 (i.e. an Average Closing Price of less than approximately $5.493),
the Phar-Mor Board would have the right to terminate the Combination
Agreement, unless ShopKo otherwise agrees on or before    ,1997 that the
ShopKo Exchange Ratio shall be fixed at 3.140 (i.e., based on an Average
Closing Price set at $5.494). If the Average Closing Price would result in a
ShopKo Exchange Ratio less than 1.895 (i.e., an Average Closing Price greater
than approximately $9.501), the ShopKo Board would have the right to terminate
the Combination Agreement, unless Phar-Mor otherwise agrees on or before    ,
1997 that the ShopKo Exchange Ratio shall be fixed at 1.895 (i.e., based on an
Average Closing Price set at $9.499). In any event, the actual Shopko Exchange
Ratio will be determined by    , 1997, [a minimum of] [five] days prior to the
originally scheduled date of the special meeting of ShopKo shareholders.
Shares of Phar-Mor common stock are traded on the Nasdaq National Stock Market
under the symbol "PMOR". The closing price of Phar-Mor common stock on
February  , 1997, was $    per share, as reported in The Wall Street Journal.
If the Average Closing Price had been calculated on the basis of the thirty-
day period ended    , it would have been $    (which would result in a ShopKo
Exchange Ratio of  ). If the Average Closing Price results in a ShopKo
Exchange Ratio greater than 3.140 (i.e. an Average Closing Price of less than
approximately $5.493), the Phar-Mor Board would have the right to terminate
the Combination Agreement, unless ShopKo otherwise agrees that the ShopKo
Exchange Ratio shall be set at 3.140. The daily closing price of Phar-Mor
common stock has been less than $5.493 since   .     
   
  In the event that the ShopKo Exchange Ratio exceeds 3.140, Phar-Mor has not
determined whether it will exercise its right to terminate the Combination
Agreement, and ShopKo's Board of Directors has not made any determination
whether, in the event Phar-Mor exercises its right to terminate, it will agree
to set the ShopKo Exchange Ratio at 3.140 pursuant to the Combination
Agreement. Conversely, if the ShopKo Exchange Ratio is less than 1.895, ShopKo
has not determined whether it will exercise its right to terminate the
Combination Agreement, and Phar-Mor's Board of Directors has not made any
determination whether, in the event ShopKo exercises its right to terminate,
it will agree to set the ShopKo Exchange Ratio at 1.895 pursuant to the
Combination Agreement. Shareholder approval will constitute approval of the
combination if (i) the ShopKo Exchange Ratio is greater than 3.140 or less
than 1.895 and the Combination Agreement is not terminated, or (ii) if the
ShopKo Exchange Ratio would have been greater than, but is set at, 3.140 or
would have been less than, but is set at, 1.895, in each case subject to the
fiduciary obligations of the ShopKo and Phar-Mor Boards and other applicable
legal requirements. The Boards of Directors of Phar-Mor and ShopKo each
engaged an independent investment banking firm to deliver an opinion
concerning the fairness of the transactions contemplated by the Combination
Agreement to their respective shareholders from a financial point of view,
which opinions are attached as Annexes C and B respectively, to the
accompanying Proxy Statement. These     
<PAGE>
 
   
fairness opinions did not assess the fairness of the combination if the actual
ShopKo Exchange Ratio is below 1.895 or above 3.140 and the ShopKo and Phar-
Mor Boards decide not to terminate the Combination Agreement. In the event
that the actual ShopKo Exchange Ratio exceeds 3.140 or is less than 1.895, the
Phar-Mor Board will take such steps and conduct such deliberations as may be
necessary, in the exercise of its fiduciary obligations, to determine whether
or not to proceed with the combination and, if so, on what terms. In certain
circumstances, the Phar-Mor Board may, among other steps, request that Phar-
Mor's financial advisor render an updated opinion as to the fairness, from a
financial point of view, of the combination, to reflect the actual ShopKo
Exchange Ratio.     
   
  Immediately following the share exchanges, Cabot Noble will purchase from
supervalu inc. 90% of the Cabot Noble shares it receives for its ShopKo shares
in the combination, for the equivalent of $16.86 per share of ShopKo common
stock in cash (the "Cabot Noble Buy Back"). Supervalu currently owns
approximately 46% of ShopKo's outstanding common stock. ShopKo shareholders
and Phar-Mor shareholders are not being asked to approve the Cabot Noble Buy
Back. However, it is a condition to the completion of the combination that no
condition or circumstance exists which would reasonably be expected to prevent
or delay consummation of the Cabot Noble Buy Back. See "The Transaction--
Background of the Transaction," and "--Cabot Noble Buy Back" in the
accompanying proxy statement.     
 
  AFTER CAREFUL CONSIDERATION OF NUMEROUS FACTORS, THE BOARD OF DIRECTORS OF
PHAR-MOR HAS APPROVED THE COMBINATION AND RECOMMENDS THAT ALL PHAR-MOR
SHAREHOLDERS VOTE FOR THE APPROVAL AND ADOPTION OF THE COMBINATION.
 
  As you may be aware, in September 1995, Phar-Mor became a publicly traded
company. The reorganized Phar-Mor chain currently generates over $1 billion in
annual revenues at 102 individually profitable stores and one newly opened
store, with approximately 66% of revenues generated at stores located in Phar-
Mor's core markets of Pennsylvania, Ohio, Virginia and West Virginia.
   
  Since January 1996, Phar-Mor's management has implemented a series of
fundamental changes to improve our company's financial performance. Among
other improvements, Phar-Mor has:     
 
  .  Lowered prices on over 3,000 key items by implementing an everyday low
     price strategy similar to Wal-Mart, as well as displaying comparison
     pricing on signage throughout its stores and guaranteeing pharmacy
     customers the "Lowest Prescription Price or It's Free."
 
  .  Implemented a new marketing strategy of "Don't Pay Drugstore Prices"
     with increased advertising circulars in standardized formats emphasizing
     comparison prices.
 
  .  Implemented a new merchandising strategy focusing on the most popular
     and profitable items and eliminated over 25,000 unprofitable items.
     Phar-Mor added new departments such as discount greeting cards, club
     store large pack items, pet items, and Kodak film kiosks.
     
  .  Designed and created two new prototype Phar-Mor stores, including
     upscale and club store versions with 12 remodels completed and plans to
     complete an additional 12 remodels in calendar 1997. The new prototypes
     reposition signature departments to provide customers an easy-to-
     navigate shopping format further enhanced by custom signage.     
 
  All of these changes significantly increased customer counts and sales per
customer and, as a result, Phar-Mor was profitable for the fiscal year ended
June 29, 1996.
 
  Despite these fundamental improvements, Phar-Mor's current and future
profitability is constrained by having only 103 stores, which represents a
small revenue and store base relative to our national competitors. In
addition, the complexity of our business and the demands and risks of
rebuilding our business represent additional operational constraints.
   
  It has been our goal to use our strong balance sheet and cash position
(expected to be approximately $70 million as of March 31, 1997) to increase
our competitiveness by combining with or acquiring complementary businesses.
Such a combination will offer Phar-Mor greater economies of scale, increased
purchasing power and lower costs of goods sold, geographic and merchandise
diversity and the ability to leverage Phar-Mor's existing fixed costs,
properties and management.     
<PAGE>
 
  The combination with ShopKo provides us the opportunity to achieve this goal
by joining with a successful and complementary retailer that, over the last
five years, has invested $130 million to remodel and remerchandise its stores
in the face of increasing competition and over $40 million in strategic
upgrades of its systems and technology. In addition, ShopKo has efficient and
flexible administrative facilities which we can use to lower our costs,
increase service levels to our stores and generate increased purchasing power.
ShopKo and key members of its talented management team have a demonstrated
record of success over this period.
 
  Management believes that the combination with ShopKo provides the following
specific benefits to Phar-Mor shareholders:
     
  .  It combines Phar-Mor, a regional discount merchandise chain with 103
     stores in 18 states, with ShopKo to create a national discount retailer
     offering pharmaceutical products and services in the United States with
     a total of over 230 stores in 29 states across the nation, and combined
     projected revenues of nearly $3.4 billion in fiscal year 1997, including
     ProVantage projected fiscal year 1997 revenues of approximately $360
     million. See "Certain Forward-Looking Information" in the accompanying
     proxy statement.     
     
  .  It significantly increases the projected earnings per share from Phar-
     Mor's current projections. For example, earnings per share are projected
     to increase in each of fiscal years 1997, 1998 and 1999, versus Phar-Mor
     on a stand-alone basis, by $1.14, $0.61 and $0.75, respectively, prior
     to consideration of one-time charges to be incurred by ShopKo in
     connection with the combination. See "Certain Forward-Looking
     Information" in the accompanying proxy statement.     
     
  .  It creates cross-merchandising opportunities which are expected to
     increase revenues by exploiting higher margin products, such as optical
     products and services, basic apparel, fashion jewelry, and additional
     health and beauty care products and general merchandise.     
     
  .  It is expected to reduce merchandising costs, corporate overhead and
     selling, general and administrative expenses by up to approximately $20
     million annually. A significant portion of this reduction is expected to
     be achieved by consolidating Phar-Mor's administrative and operating
     functions at ShopKo's current headquarters in Green Bay, Wisconsin,
     which should significantly increase management efficiency. These
     savings, together with the enhanced purchasing power of the combined
     companies, will enable Phar-Mor and ShopKo to compete more aggressively
     for market share against competitors such as Wal-Mart and Walgreen's, by
     passing on greater savings to customers.     
 
  .  It enables Phar-Mor to benefit immediately from ShopKo's existing state-
     of-the-art information management and data processing systems, without
     the need for Phar-Mor to incur the substantial costs, risks and delays
     of developing these systems for itself.
 
  .  It eliminates the costs, risks and delays associated with downsizing
     certain existing Phar-Mor stores by using excess store capacity to sell
     higher margin merchandise and services, such as optical services, that
     have been highly successful for ShopKo.
     
  .  It provides the opportunity for Phar-Mor's shareholders to participate
     in the significant growth in prescription benefit management (PBM) and
     related services offered by ShopKo's ProVantage subsidiary. See "Certain
     Forward-Looking Information--ShopKo Information Supplied to Phar-Mor" in
     the accompanying proxy statement.     
   
  Management believes that these benefits will materially improve Phar-Mor's
competitive position and profitability by accelerating the opportunities to
reduce costs, enhance revenues and create new and diverse opportunities for
future growth. Without the benefits which the combination with ShopKo is
expected to yield, Phar-Mor would be compelled to invest substantial capital,
time and other resources to improve its technological and logistical
infrastructure, downsize stores, find other means to further reduce expenses,
and seek other opportunities to increase revenues and profitability. In light
of the intensifying competition among retail merchandise companies and the
growing dominance of the largest chains, including Wal-Mart and Walgreen's,
Phar-Mor would have to implement many of these strategies swiftly and at great
cost, with little certainty that these improvements would ultimately succeed.
Moreover, it is likely that any benefits would only be realized after a
considerable passage of time, while many of Phar-Mor's larger competitors
would continue to challenge Phar-Mor's position in the marketplace. We believe
that the combination with ShopKo provides the opportunity     
<PAGE>
 
to create a stronger, more competitive and more profitable company faster and
with less risk than if Phar-Mor were compelled to act unilaterally.
 
  All Phar-Mor shareholders are invited to attend the Special Meeting in
person. The affirmative vote of holders of a majority of the shares of Phar-
Mor common stock represented at the Special Meeting, in person or by proxy,
will be necessary for adoption of the Agreement and Plan of Reorganization.
Phar-Mor shareholders are not entitled to dissenters' rights in connection
with the combination.
   
  Under Pennsylvania law and Phar-Mor's Bylaws, in the event the Phar-Mor
Special Meeting is adjourned for one or more periods aggregating at least 15
days due to the absence of a quorum, any number of Phar-Mor shareholders
attending the adjourned meeting shall constitute a quorum for purposes of
Phar-Mor shareholder approval of the combination. Thus, the Phar-Mor Plan
could be approved by as few as one Phar-Mor shareholder if only one
shareholder attends the adjourned Special Meeting, in person or by proxy.
Management of Phar-Mor believes that this provision will have little effect on
shareholder rights because of the high likelihood that a substantially greater
number of Phar-Mor shareholders would attend such an adjourned meeting, in
person or by proxy. See "Risk Factors--Reduced Quorum Requirement" and "The
Special Meetings--Phar-Mor Record Date; Quorum; Vote Required" in the
accompanying proxy statement.     
   
  The Combination Agreement provides that either the Phar-Mor Board or the
ShopKo Board may terminate the Combination Agreement if the effective date of
the combination does not occur on or before March 31, 1997. Therefore, based
on the presently scheduled date of the Special Meeting, if such meeting were
adjourned for the minimum 15 day period required to utilize the reduced quorum
provisions described above, the ShopKo Board and the Phar-Mor Board each would
have a right to terminate the Combination Agreement.     
 
  In order that your shares may be represented at the Special Meeting, you are
urged to vote promptly whether or not you plan to attend the Special Meeting,
by either (i) completing, signing, dating and returning the accompanying proxy
card in the enclosed envelope; or (ii) by dialing (1 800    -    ) between 8
a.m. and midnight Eastern Standard Time on any day commencing     , 1997 and
ending on     , 1997 (or, in the event that the Phar-Mor Special Meeting is
adjourned, on the day prior to the date of the adjourned meeting) and telling
the operator that you wish to send a collect datagram to Phar-Mor, Inc.,
providing the operator with your six digit identification number which appears
in the upper left hand corner on the back side of your proxy card, informing
the operator how you wish to vote, and giving the operator your name(s),
address and number of shares exactly as such information appears on your proxy
card. See "The Special Meetings--Solicitation of Phar-Mor Proxies" in the
accompanying proxy statement for further details. If you attend the Special
Meeting in person, you may, if you wish, vote in person on all matters brought
before the Special Meeting even if you have previously returned your Proxy.
 
                                          Sincerely,
 
                                          Robert M. Haft
                                          Chairman of the Board and Chief
                                           Executive Officer
 
                                          M. David Schwartz
                                          President and Chief Operating
                                           Officer
 
                                          Daniel J. O'Leary
                                          Senior Vice President and Chief
                                           Financial Officer
 
                                          John R. Ficarro
                                          Senior Vice President and General
                                           Counsel
<PAGE>
 
                                 ATTACHMENT A
 
  The terms of the proposed combination provide that (i) holders of Phar-Mor
common stock will receive one share of Cabot Noble common stock for each share
of Phar-Mor common stock owned as of the effective date of the combination and
(ii) holders of ShopKo common stock will receive 2.4 shares of Cabot Noble
common stock for each share of ShopKo common stock owned as of the effective
date of the combination, subject to adjustment to the extent that the value of
the exchange consideration per share of ShopKo common stock would otherwise
fall outside a range of $17.25 to $18.00 based upon an average market price of
Phar-Mor common stock (the "ShopKo Exchange Ratio"), determined as follows:
 
  .  If the "Average Closing Price" multiplied by 2.4 is less than $17.25
     (i.e. if the Average Closing Price is less than $7.186), the ShopKo
     Exchange Ratio will be increased to the quotient (taken to the third
     decimal place) obtained by dividing $17.25 by the Average Closing Price.
 
  .  If the "Average Closing Price" multiplied by 2.4 exceeds $18.00 (i.e.,
     if the Average Closing Price is greater than $7.50), the ShopKo Exchange
     Ratio will be reduced to the quotient (taken to the third decimal place)
     obtained by dividing $18.00 by the Average Closing Price.
 
              Average Closing Price: means the average closing price per share
            of Phar-Mor common stock for each Nasdaq National Market trading
            day from      , 1997 through and including      , 1997 (the sixth
            trading day preceding the scheduled date of the special meeting of
            ShopKo shareholders) (the "Pricing Period") as reported for Nasdaq
            National Market issues in The Wall Street Journal. Cabot Noble,
            ShopKo and Phar-Mor will issue a joint press release following the
            termination of the Pricing Period specifying the Average Closing
            Price and the resulting ShopKo Exchange Ratio.
<TABLE>   
<CAPTION>
                                                            PRO FORMA OWNERSHIP OF CABOT NOBLE(4)(5)
                                                           ------------------------------------------
ASSUMED AVERAGE    SHOPKO EXCHANGE RATIO   AGGREGATE VALUE
 CLOSING PRICE    (NUMBER OF CABOT NOBLE    RECEIVED PER       FORMER                      FORMER
  OF PHAR-MOR    SHARES ISSUED IN EXCHANGE  SHOPKO SHARE    SHOPKO PUBLIC                 PHAR-MOR
   SHARES(1)      FOR EACH SHOPKO SHARE)    EXCHANGED(4)    SHAREHOLDERS    SUPERVALU   SHAREHOLDERS
- ---------------  ------------------------- --------------- --------------- --------------------------
<S>              <C>                       <C>             <C>             <C>         <C>
    $5.000(2)              3.450(2)            $17.250(2)          77.7%         6.6%         15.7%
     5.250(2)              3.286(2)             17.250(2)          77.1%         6.5%         16.4%
 ----------------------------------------------------------------------------------------------------
     5.494                 3.140                17.250             76.5%         6.5%         17.0%
     5.750                 3.000                17.250             75.9%         6.4%         17.7%
     6.000                 2.875                17.250             75.4%         6.4%         18.3%
     6.250                 2.760                17.250             74.8%         6.3%         18.9%
     6.500                 2.654                17.250             74.2%         6.3%         19.5%
     6.750                 2.556                17.250             73.7%         6.2%         20.1%
     7.000                 2.464                17.250             73.1%         6.2%         20.7%
     7.186                 2.400                17.250             72.7%         6.1%         21.1%
     7.250                 2.400                17.400             72.7%         6.1%         21.1%
     7.375                 2.400                17.700             72.7%         6.1%         21.1%
     7.500                 2.400                18.000             72.7%         6.1%         21.1%
     7.750                 2.323                18.000             72.2%         6.1%         21.7%
     8.000                 2.250                18.000             71.7%         6.1%         22.2%
     8.250                 2.182                18.000             71.2%         6.0%         22.8%
     8.500                 2.118                18.000             70.7%         6.0%         23.3%
     8.750                 2.057                18.000             70.3%         5.9%         23.8%
     9.000                 2.000                18.000             69.8%         5.9%         24.3%
     9.250                 1.946                18.000             69.3%         5.9%         24.8%
     9.499(3)              1.895(3)             18.000             68.8%         5.8%         25.3%
</TABLE>    
- --------
(1)  The prices indicated represent hypothetical Average Closing Prices, are
     assumed for illustrative purposes only, and will vary with the market
     price of the Phar-Mor common stock during the Pricing Period.
   
(2)  If the ShopKo Exchange Ratio is greater than 3.140 (i.e., if the Average
     Closing Price is less than approximately $5.493), the Phar-Mor Board
     would have the right to terminate the Combination Agreement, unless
     ShopKo otherwise agrees that the ShopKo Exchange Ratio shall be set at
     3.140.     
   
(3)  If the ShopKo Exchange Ratio which is less than 1.895 (i.e., if the
     Average Closing Price is greater than approximately $9.501), the ShopKo
     Board would have the right to terminate the Combination Agreement, unless
     Phar-Mor otherwise agrees that the ShopKo Exchange Ratio shall be set at
     1.895.     
<PAGE>
 
   
(4) If the ShopKo Exchange Ratio is greater than 3.140 and ShopKo agrees that
    the ShopKo Exchange Ratio shall be set at 3.140, the aggregate value
    received per ShopKo Share exchanged will decline as the Average Closing
    Price drops below $5.494, as indicated below. However, the pro forma
    ownership of Cabot Noble would be fixed at: ShopKo Public Shareholders
    (76.5%), supervalu (6.5%), and Phar-Mor Shareholders (17.0%).     
          
(5) After giving effect to the Cabot Noble Buy Back.     
   
  If the ShopKo Exchange Ratio is greater than 3.140 and ShopKo agrees that
the ShopKo Exchange Ratio shall be set at 3.140, the aggregate value received
per ShopKo Share exchanged will decline as the Average Closing Price drops
below $5.494, as indicated in the examples below. However, the pro forma
ownership of Cabot Noble would be fixed at: ShopKo Public Shareholders
(76.5%), supervalu (6.5%), and Phar-Mor Shareholders (17.0%).     
 
<TABLE>   
<CAPTION>
                                     AGGREGATE VALUE
                  ASSUMED AVERAGE     RECEIVED PER
                  CLOSING PRICE OF    SHOPKO SHARE
                  PHAR-MOR SHARES       EXCHANGED
                  ----------------   ---------------
                  <S>                <C>
                       $5.000            $15.700
                        5.250             16.485
</TABLE>    
   
  A toll-free telephone number (1 800    -    ) has been established to
provide updated information regarding the ShopKo Exchange Ratio. Commencing
      , 1997 and ending on the day following the conclusion of the Special
Meetings, shareholders are encouraged to call such number to listen to a
recorded message indicating what the ShopKo Exchange Ratio would be as of the
date of such call, based on the average of the per share closing prices on the
Nasdaq National Market of shares of Phar-Mor common stock (as reported in The
Wall Street Journal) during the thirty-day period ending as of the day prior
to such call or       , 1997, as appropriate. Because the Average Closing
Price upon which the actual ShopKo Exchange Ratio will be based cannot be
determined definitively until the close of trading on       , 1997, callers to
such toll-free telephone number prior to       , 1997 should bear in mind that
fluctuations in the trading price of shares of Phar-Mor common stock during
the thirty-day period ending       , 1997, may cause the actual ShopKo
Exchange Ratio to vary from the hypothetical ShopKo Exchange Ratio indicated
on such recorded message prior to       , 1997. After     , 1997 the recording
will report the actual ShopKo Exchange Ratio; provided, however, that if the
actual ShopKo Exchange Ratio is greater than 3.14 or less than 1.895, the
ShopKo and Phar-Mor Boards, respectively, on or before     , 1997, may fix the
ShopKo Exchange Ratio at 3.14 or 1.895, respectively. In any event, the actual
ShopKo Exchange Ratio will be determined by     , 1997, [a minimum of] [five]
days prior to the originally scheduled date of the special meeting of ShopKo
shareholders.     
<PAGE>
 
                              SHOPKO STORES, INC.
                                700 PILGRIM WAY
                                P.O. BOX 19060
                        GREEN BAY, WISCONSIN 54307-9060
                                (414) 497-2211
 
                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                                       , 1997
 
  A special meeting of the shareholders of ShopKo Stores, Inc., a Minnesota
corporation ("ShopKo"), will be held at         ,         , and at any
adjournments thereof (the "Special Meeting"), on       ,       , 1997, at
a.m., local time, for the following purposes:
     
    1. To consider and vote upon a proposal to approve and adopt an Agreement
  and Plan of Reorganization among Cabot Noble, Inc., a newly formed Delaware
  corporation ("Cabot Noble"), ShopKo and Phar-Mor, Inc., a Pennsylvania
  corporation ("Phar-Mor"), dated as of September 7, 1996, as amended (the
  "Combination Agreement"), and a plan of exchange provided for therein
  (collectively, the "ShopKo Plan") pursuant to which each outstanding share
  of ShopKo common stock, par value $.01 per share ("ShopKo Shares") (other
  than ShopKo Shares as to which dissenters' rights are perfected), will be
  exchanged (the "ShopKo Exchange") for 2.4 shares of Cabot Noble common
  stock, par value $.01 per share ("Cabot Noble Shares"), subject to
  adjustment to the extent that the value of the exchange consideration would
  otherwise fall outside a range of $17.25 to $18.00 per ShopKo Share based
  on the average of the daily closing per share sales prices of the Phar-Mor
  common stock, par value $.01 per share ("Phar-Mor Shares"), during the
  thirty-day period ending on      , 1997 (the "ShopKo Exchange Ratio"), and
  cash in lieu of any fractional share, concurrently with the consummation of
  a plan of exchange (the "Phar-Mor Plan") pursuant to which each outstanding
  Phar-Mor Share will be exchanged for one Cabot Noble Share, and each
  outstanding Phar-Mor warrant to purchase Phar-Mor Shares will be converted
  into a Cabot Noble warrant (a "Cabot Noble Warrant") to purchase a like
  number of Cabot Noble Shares (collectively, the "Phar-Mor Exchange"), all
  as described in the Joint Proxy Statement/Prospectus dated      , 1997,
  attached to this Notice (the "Joint Proxy Statement/Prospectus"). The
  ShopKo Plan and Phar-Mor Plan are collectively referred to as the
  "Combination." For a more detailed explanation of the method by which the
  Average Closing Price and the ShopKo Exchange Ratio will be determined,
  including a toll-free number that shareholders of ShopKo and Phar-Mor may
  call to receive information regarding the Average Closing Price and the
  ShopKo Exchange Ratio, see "The Transaction--Terms of the ShopKo Plan" and
  Annex E to the Joint Proxy Statement/Prospectus. The Combination Agreement
  is attached as Annex A to the Joint Proxy Statement/Prospectus.     
 
    Immediately following the consummation of the Combination, Cabot Noble
  will purchase 90% of the Cabot Noble Shares issued pursuant to the ShopKo
  Exchange to supervalu inc., an approximately 46% shareholder of ShopKo
  prior to the Combination, in exchange for cash (the "Cabot Noble Buy Back"
  and, together with the Combination, the "Transaction"). The Transaction is
  subject to certain conditions, including the approval by the ShopKo
  shareholders and the Phar-Mor shareholders of the ShopKo Plan and the Phar-
  Mor Plan, respectively, as described in the Joint Proxy
  Statement/Prospectus. Approval of the Combination by ShopKo shareholders
  constitutes approval of the assumption by Cabot Noble of ShopKo's and Phar-
  Mor's respective rights and obligations under their respective employee
  benefit plans. ShopKo shareholders and Phar-Mor shareholders are not being
  asked to approve the Cabot Noble Buy Back. However, it is a condition to
  the completion of the Combination that no condition or circumstance exists
  which would reasonably be expected to prevent or delay consummation of the
  Cabot Noble Buy Back. See "The Transaction--Background of the Transaction,"
  and "--Cabot Noble Buy Back" in the Joint Proxy Statement/Prospectus.
     
    If the ShopKo Exchange Ratio is greater than 3.140, the Phar-Mor Board
  would have the right to terminate the Combination Agreement, unless ShopKo
  otherwise agrees on or before     , 1997 that the ShopKo Exchange Ratio
  shall be set at 3.140. If the ShopKo Exchange Ratio is less than 1.895, the
  ShopKo Board would have the right to terminate the Combination Agreement,
  unless Phar-Mor otherwise agrees on or before       , 1997 that the ShopKo
  Exchange Ratio shall be set at 1.895. In any event,     
<PAGE>
 
     
  the actual ShopKo Exchange Ratio will be determined by     , 1997, [a
  minimum of] [five] days prior to the originally scheduled date of the
  ShopKo Special Meeting. Shareholder approval will constitute approval of
  the Combination if (i) the ShopKo Exchange Ratio is greater than 3.140 or
  less than 1.895 and the Combination Agreement is not terminated or (ii) if
  the ShopKo Exchange Ratio would have been greater than, but is set at,
  3.140 or would have been less than, but is set at, 1.895, in each case
  subject to the fiduciary obligations of the Board of Directors of ShopKo
  and Phar-Mor and other applicable legal requirements. The Boards of
  Directors of Phar-Mor and ShopKo each engaged an independent investment
  banking firm to deliver an opinion concerning the fairness of the
  transactions contemplated by the Combination Agreement to their respective
  shareholders from a financial point of view. These fairness opinions did
  not assess the fairness of the Combination if the actual ShopKo Exchange
  Ratio is below 1.895 or above 3.140 and the ShopKo and Phar-Mor Boards
  decide not to terminate the Combination Agreement. In the event that the
  ShopKo Exchange Ratio exceeds 3.140 or is less than 1.895, the ShopKo Board
  will take such steps and conduct such deliberations as may be necessary in
  the exercise of its fiduciary obligations, to determine whether or not to
  proceed with the Combination, and if so, on what terms. In such
  circumstances, the ShopKo Board may, among other steps, request that
  Shopko's financial advisor render an updated opinion as to the fairness to
  the ShopKo public shareholders, from a financial point of view, of the
  Combination, to reflect the actual ShopKo Exchange Ratio. The closing price
  of Phar-Mor Shares on February  , 1997, was $    per share, as reported in
  The Wall Street Journal. If the Average Closing Price had been calculated
  on the basis of the thirty-day period ended     , it would have been $
  (which would result in a Shopko Exchange Ratio of 3 ). If the actual
  Average Closing Price results in a ShopKo Exchange Ratio greater than 3.140
  (i.e. an Average Closing Price of less than approximately $5.493), the
  Phar-Mor Board would have the right to terminate the Combination Agreement,
  unless ShopKo otherwise agrees that the Shopko Exchange Ratio shall be set
  at 3.140. Assuming a ShopKo Exchange Ratio equal to 3.140, upon completion
  of the Transaction, ShopKo shareholders will hold approximately 83% of the
  Cabot Noble Shares outstanding, with supervalu holding approximately 6.5%
  and ShopKo public shareholders holding approximately 76.5%, assuming no
  exercise of stock options or warrants of either ShopKo or Phar-Mor.     
 
    2. To transact such other business as may properly come before the
  Special Meeting or adjournments thereof.
   
  Only shareholders of record at the close of business on February  , 1997,
will be entitled to notice of and to vote at the Special Meeting.     
 
  THE BOARD OF DIRECTORS OF SHOPKO HAS UNANIMOUSLY APPROVED THE COMBINATION
AGREEMENT, INCLUDING THE SHOPKO PLAN, AND HAS DETERMINED THAT THE TRANSACTION
IS FAIR TO, AND IN THE BEST INTERESTS OF, SHOPKO AND THE SHOPKO PUBLIC
SHAREHOLDERS. THE SHOPKO BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
FOR APPROVAL AND ADOPTION OF THE SHOPKO PLAN. THE AFFIRMATIVE VOTE OF THE
HOLDERS OF A MAJORITY OF THE OUTSTANDING SHOPKO SHARES IS REQUIRED TO ADOPT THE
SHOPKO PLAN.
 
  Holders of ShopKo Shares that comply with the procedures of Section 302A.473
of the Minnesota Business Corporation Act relating to dissenters' rights (as
described in and attached as Annex D to the Joint Proxy Statement/Prospectus,
together with Section 302A.471 of the Minnesota Business Corporation Act) will
have the right to receive, in lieu of the consideration proposed under the
ShopKo Plan, the "fair value" of their ShopKo Shares in cash as and to the
extent provided in Section 302A.473.
 
  Detailed information regarding the Transaction is contained in the attached
Joint Proxy Statement/Prospectus which you are urged to read carefully.
 
  Whether or not you expect to attend the Special Meeting in person, please
vote, by either (i) completing, signing, dating and returning the accompanying
proxy card in the enclosed postage paid envelope; or (ii) by dialing (1 800
   -    ) between 8 a.m. and midnight Eastern Standard Time on any day
commencing     , 1997 and ending on     , 1997 (or, in the event that the
ShopKo Special Meeting is adjourned, on the day prior to the date of the
adjourned meeting) and telling the operator that you wish to send a collect
<PAGE>
 
datagram to Shopko Stores, Inc., providing the operator with your six digit
identification number which appears in the upper left hand corner on the back
side of your proxy card, informing the operator how you wish to vote, and
giving the operator your name(s), address and number of shares exactly as such
information appears on your proxy card. If you later desire to revoke your
proxy, you may do so at any time before the shareholder vote is taken by
giving written notice of your revocation to an officer of ShopKo or by
submitting to an officer of ShopKo a subsequently dated proxy, which may be
done in person at the Special Meeting. See "The Special Meetings--Solicitation
of ShopKo Proxies" in the Joint Proxy Statement/Prospectus for further
details.
 
                                          By Order of the Board of Directors,
 
                                                    Richard D. Schepp
                                                        Secretary
<PAGE>
 
                                PHAR-MOR, INC.
                             20 FEDERAL PLAZA WEST
                          YOUNGSTOWN, OHIO 44501-0400
                                (330) 746-6641
 
                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                                       , 1997
 
  A special meeting of the shareholders of Phar-Mor, Inc., a Pennsylvania
corporation ("Phar-Mor"), will be held at       ,         , and at any
adjournments thereof (the "Special Meeting"), on       ,      , 1997, at
a.m., local time, for the following purposes:
     
    1. To consider and vote upon a proposal to approve and adopt an Agreement
  and Plan of Reorganization among Cabot Noble, Inc., a newly formed Delaware
  corporation ("Cabot Noble"), ShopKo Stores, Inc., a Minnesota corporation
  ("ShopKo"), and Phar-Mor dated as of September 7, 1996, as amended and
  restated (the "Combination Agreement"), and a plan of exchange provided for
  therein (collectively, the "Phar-Mor Plan") pursuant to which each
  outstanding share of Phar-Mor common stock, par value $.01 per share
  ("Phar-Mor Shares"), will be exchanged for one share of Cabot Noble common
  stock, par value $.01 per share ("Cabot Noble Shares"), and each
  outstanding Phar-Mor warrant to purchase Phar-Mor Shares will be converted
  into a Cabot Noble warrant (a "Cabot Noble Warrant") to purchase a like
  number of Cabot Noble Shares (collectively, the "Phar-Mor Exchange"),
  concurrently with consummation of a plan of exchange (the "ShopKo Plan")
  pursuant to which each outstanding share of ShopKo common stock, par value
  $.01 per share ("ShopKo Shares") (other than ShopKo Shares as to which
  dissenters' rights are perfected), will be exchanged (the "ShopKo
  Exchange") for 2.4 Cabot Noble Shares, subject to adjustment to the extent
  that the value of the exchange consideration would otherwise fall outside a
  range of $17.25 to $18.00 per ShopKo Share based on the average of the
  daily closing sales prices per share of the Phar-Mor Shares during the
  thirty-day period ending on       , 1997 (the "ShopKo Exchange Ratio"), and
  cash in lieu of any fractional share, all as described in the Joint Proxy
  Statement/Prospectus dated        , 1997, attached to this Notice (the
  "Joint Proxy Statement/Prospectus"). The Phar-Mor Plan and the Shopko Plan
  are collectively referred to as the "Combination." For a more detailed
  explanation of the method by which the Average Closing Price and the ShopKo
  Exchange Ratio will be determined, including a toll-free number that
  shareholders of Phar-Mor and ShopKo may call to receive information
  regarding the Average Closing Price and the ShopKo Exchange Ratio, see "The
  Transaction--Terms of the Phar-Mor Plan" and Annex E to the Joint Proxy
  Statement/Prospectus. The Combination Agreement is attached as Annex A to
  the Joint Proxy Statement/Prospectus. Approval of the Combination by
  Phar-Mor shareholders constitutes approval of the assumption by Cabot Noble
  of ShopKo's and Phar-Mor's respective rights and obligations under their
  respective employee benefit plans.     
 
    Immediately following the consummation of the Combination, Cabot Noble
  will purchase 90% of the Cabot Noble Shares issued pursuant to the ShopKo
  Exchange to supervalu inc., an approximately 46% shareholder of ShopKo
  prior to the Combination, in exchange for cash (the "Cabot Noble Buy Back"
  and, together with the Combination, the "Transaction"). The Transaction is
  subject to certain conditions, including the approval by the ShopKo
  shareholders and the Phar-Mor shareholders of the ShopKo Plan and the Phar-
  Mor Plan, respectively, as described in the Joint Proxy
  Statement/Prospectus. Phar-Mor shareholders and ShopKo shareholders are not
  being asked to approve the Cabot Noble Buy Back. However, it is a condition
  to the completion of the Combination that no condition or circumstance
  exists which would reasonably be expected to prevent or delay consummation
  of the Cabot Noble Buy Back. See "The Transaction--Background of the
  Transaction," and "--Cabot Noble Buy Back" in the Joint Proxy
  Statement/Prospectus.
     
    If the ShopKo Exchange Ratio is greater than 3.140, the Phar-Mor Board
  would have the right to terminate the Combination Agreement, unless ShopKo
  otherwise agrees on or before     , 1997 that the ShopKo Exchange Ratio
  shall be set at 3.140. If the ShopKo Exchange Ratio is less than 1.895, the
      
<PAGE>
 
     
  ShopKo Board would have the right to terminate the Combination Agreement,
  unless Phar-Mor otherwise agrees on or before     , 1997 that the ShopKo
  Exchange Ratio shall be set at 1.895. In any event, the actual ShopKo
  Exchange Ratio will be determined by     , 1997, [a minimum of] [five] days
  prior to the originally scheduled date of the ShopKo Special Meeting.
  Shareholder approval will constitute approval of the Combination if (i) the
  ShopKo Exchange Ratio is greater than 3.140 or less than 1.895 and the
  Combination Agreement is not terminated or (ii) if the ShopKo Exchange
  Ratio would have been greater than, but is set at, 3.140 or would have been
  less than, but is set at, 1.895, in each case subject to the fiduciary
  obligations of the Board of Directors of Phar-Mor and ShopKo and other
  applicable legal requirements. The Boards of Directors of Phar-Mor and
  ShopKo each engaged an independent investment banking firm to deliver an
  opinion concerning the fairness of the transactions contemplated by the
  Combination Agreement to their respective shareholders from a financial
  point of view. These fairness opinions did not assess the fairness of the
  Combination if the actual ShopKo Exchange Ratio is below 1.895 or above
  3.140 and the ShopKo and Phar-Mor Boards decide not to terminate the
  Combination Agreement. In the event that the actual ShopKo Exchange Ratio
  exceeds 3.140 or is less than 1.895, the Phar-Mor Board will take such
  steps and conduct such deliberations as may be necessary, in the exercise
  of its fiduciary obligations, to determine whether or not to proceed with
  the Combination, and if so, on what terms. In such circumstances, the Phar-
  Mor Board may, among other steps, request that Phar-Mor's financial advisor
  render an updated opinion as to the fairness to the Phar-Mor shareholders,
  from a financial point of view, of the Combination, to reflect the actual
  ShopKo Exchange Ratio. The closing price of Phar-Mor Shares on February  ,
  1997, was $    per share, as reported in The Wall Street Journal. If the
  Average Closing Price had been calculated on the basis of the thirty-day
  period ended    , it would have been $    (which would result in a ShopKo
  Exchange Ratio of 3 ). If the Average Closing Price results in a ShopKo
  Exchange Ratio greater than 3.140 (i.e. an Average Closing Price of less
  than approximately $5.493), the Phar-Mor Board would have the right to
  terminate the Combination Agreement, unless ShopKo otherwise agrees that
  the ShopKo Exchange Ratio shall be set at 3.140. Assuming a ShopKo Exchange
  Ratio equal to 3.140, shareholders of Phar-Mor will hold approximately
  17.0% of the Cabot Noble Shares outstanding upon completion of the
  Transaction, with supervalu holding approximately 6.5% and ShopKo public
  shareholders holding approximately 76.5%, assuming no exercise of stock
  options or warrants of either ShopKo or Phar-Mor.     
     
      
    2. To transact such other business as may properly come before the
  Special Meeting or any adjournment thereof.
   
  Only shareholders of record at the close of business on       , 1997, will
be entitled to notice of and to vote at the Special Meeting.     
 
  THE BOARD OF DIRECTORS OF PHAR-MOR HAS APPROVED THE COMBINATION AGREEMENT,
INCLUDING THE PHAR-MOR PLAN, AND HAS DETERMINED THAT THE TRANSACTION IS FAIR
TO, AND IN THE BEST INTERESTS OF, PHAR-MOR AND THE PHAR-MOR SHAREHOLDERS. THE
PHAR-MOR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL AND ADOPTION OF
THE PHAR-MOR PLAN. THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE
PHAR-MOR SHARES REPRESENTED AT THE SPECIAL MEETING, IN PERSON OR BY PROXY, AND
ENTITLED TO VOTE THEREAT IS REQUIRED TO ADOPT THE PHAR-MOR PLAN.
   
  Pennsylvania law and Phar-Mor's Bylaws provide that those shareholders
entitled to vote who attend a meeting of shareholders that has been previously
adjourned for one or more periods aggregating at least 15 days because of the
absence of a quorum, although representing less than a majority of the
outstanding Phar-Mor Shares, shall nevertheless constitute a quorum for the
purpose of acting upon any matter set forth in the notice of the meeting if
the notice states that those shareholders who attend the adjourned meeting
shall nevertheless constitute a quorum for the purpose of acting upon the
matter. Thus, the Phar-Mor Plan could be approved by as few as one Phar-Mor
shareholder if only one shareholder attends the adjourned Special Meeting, in
person or by     
<PAGE>
 
   
proxy, under such circumstances. Management of Phar-Mor believes that this
provision will have little effect on shareholder rights because of the high
likelihood that a substantially greater number of Phar-Mor Shareholders would
attend such an adjourned meeting, in person or by proxy. SHAREHOLDERS ARE
HEREBY NOTIFIED THAT, IN THE EVENT THE SCHEDULED SPECIAL MEETING IS ADJOURNED
AS DESCRIBED ABOVE AND NEITHER PHAR-MOR NOR SHOPKO EXERCISES ITS RIGHT TO
TERMINATE THE COMBINATION AGREEMENT, THEN ANY SHAREHOLDERS WHO ATTEND THE
ADJOURNED SPECIAL MEETING, IN PERSON OR BY PROXY, AS DESCRIBED ABOVE, WHETHER
OR NOT THEY HOLD LESS THAN A MAJORITY OF THE OUTSTANDING PHAR-MOR SHARES, SHALL
NEVERTHELESS CONSTITUTE A QUORUM FOR THE PURPOSE OF ACTING ON THE MATTERS
IDENTIFIED IN THIS NOTICE. NO FURTHER NOTICE TO PHAR-MOR SHAREHOLDERS IS
REQUIRED IN CONNECTION WITH ANY ADJOURNMENT OF THE SPECIAL MEETING, OTHER THAN
BY ANNOUNCEMENT AT THE MEETING AT WHICH THE ADJOURNMENT IS TAKEN, UNLESS THE
PHAR-MOR BOARD FIXES A NEW RECORD DATE FOR THE ADJOURNED MEETING. IN THE EVENT
THE SPECIAL MEETING IS ADJOURNED, SHAREHOLDERS SHALL HAVE THE RIGHT TO REVOKE
THEIR PROXY OR CHANGE THEIR VOTE AT ANY TIME BEFORE THE FINAL SHAREHOLDER VOTE
IS TAKEN BY GIVING WRITTEN NOTICE OF REVOCATION TO THE SECRETARY OF PHAR-MOR,
BY SUBMITTING A LATER DATED PROXY, BY FOLLOWING THE TELEPHONE PROCEDURE SET
FORTH BELOW OR BY VOTING IN PERSON AT THE ADJOURNED SPECIAL MEETING.     
   
  The Combination Agreement provides that either the Phar-Mor Board or the
ShopKo Board may terminate the Combination Agreement if the Effective Date does
not occur on or before March 31, 1997. Therefore, based on the presently
scheduled date of the Special Meeting, if such meeting were adjourned for the
15 day minimum period required to utilize the reduced quorum provisions
described above, the ShopKo Board and the Phar-Mor Board would each have the
right to terminate the Combination Agreement.     
 
  Detailed information regarding the Transaction is contained in the attached
Joint Proxy Statement/Prospectus which you are urged to read carefully. Holders
of Phar-Mor Shares are not entitled to dissenters' rights in connection with
the Transaction.
 
  Whether or not you expect to attend the Special Meeting in person, please
vote, by either (i) completing, signing, dating and returning the accompanying
proxy card in the enclosed postage paid envelope; or (ii) by dialing (1 800   -
   ) between 8 a.m. and midnight Eastern Standard Time on any day commencing
    , 1997 and ending on     , 1997 (or, in the event that the Special Meeting
is adjourned, on the day prior to the date of the adjourned meeting) and
telling the operator that you wish to send a collect datagram to Phar-Mor,
Inc., providing the operator with your six digit identification number which
appears in the upper left hand corner on the back side of your proxy card,
informing the operator how you wish to vote, and giving the operator your
name(s), address and number of shares exactly as such information appears on
your proxy card. If you later desire to revoke your proxy, you may do so at any
time before the shareholder vote is taken by giving written notice of
revocation to the secretary of Phar-Mor, by submitting a later dated proxy, by
following the telephonic procedure set forth above or by voting in person at
the Special Meeting.
 
                                          By Order of the Board of Directors,
 
                                                     John R. Ficarro
                                                        Secretary
<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A         +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY  +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THAT A FINAL PROSPECTUS HAS BEEN  +
+DELIVERED. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE       +
+SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE         +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE    +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF  +
+ANY SUCH STATE.                                                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                 
              SUBJECT TO COMPLETION, DATED FEBRUARY 25, 1997     
                        JOINT PROXY STATEMENT/PROSPECTUS
                               CABOT NOBLE, INC.
                                   PROSPECTUS
 
                                 
         SHOPKO STORES, INC.                          PHAR-MOR, INC.
           PROXY STATEMENT                            PROXY STATEMENT
  For Special Meeting of Shareholders       For Special Meeting of Shareholders
     To Be Held       , 1997                      To Be Held       , 1997

   
  This Joint Proxy Statement/Prospectus is being furnished to the shareholders
of ShopKo Stores, Inc. ("ShopKo") and Phar-Mor, Inc. ("Phar-Mor") in connection
with the proposed share exchanges with Cabot Noble, Inc. ("Cabot Noble") as a
result of which (i) ShopKo and Phar-Mor will become wholly owned subsidiaries
of Cabot Noble, (ii) holders of common stock of ShopKo, par value $.01 per
share ("ShopKo Shares") (other than ShopKo Shares as to which dissenters'
rights have been perfected), will receive 2.4 shares of common stock of Cabot
Noble, par value $.01 per share ("Cabot Noble Shares"), in exchange for each
outstanding ShopKo Share, subject to adjustment to the extent that the value of
the exchange consideration received per ShopKo Share would otherwise fall
outside a range of $17.25 to $18.00 (the "ShopKo Exchange Ratio") (based on the
average of the daily closing sales prices per share of the common stock of
Phar-Mor, par value $.01 per share ("Phar-Mor Shares"), during the thirty-day
period ending on        , 1997 (the "Average Closing Price")), and cash in lieu
of any fractional Cabot Noble Share (the "ShopKo Exchange") (See Annex E
hereto) and (iii) holders of Phar-Mor Shares will receive one Cabot Noble Share
in exchange for each outstanding Phar-Mor Share and Phar-Mor warrants to
purchase Phar-Mor Shares ("Phar-Mor Warrants") will be converted into Cabot
Noble warrants ("Cabot Noble Warrants") to purchase a like number of Cabot
Noble Shares (collectively, the "Phar-Mor Exchange"). The Combination Agreement
(as defined below) and the ShopKo Exchange are collectively referred to as the
"ShopKo Plan," the Combination Agreement and the Phar-Mor Exchange are
collectively referred to as the "Phar-Mor Plan" and the ShopKo Plan and the
Phar-Mor Plan are collectively referred to as the "Combination." If the Average
Closing Price results in a ShopKo Exchange Ratio greater than 3.140 (i.e. an
Average Closing Price of less than approximately $5.493), the Board of
Directors of Phar-Mor (the "Phar-Mor Board") would have the right to terminate
the Combination Agreement, unless ShopKo otherwise agrees on or before     ,
1997 that the ShopKo Exchange Ratio shall be set at 3.140 (i.e. based on an
Average Closing Price of $5.494). If the Average Closing Price results in a
ShopKo Exchange Ratio less than 1.895 (i.e. an Average Closing Price of more
than approximately $9.501), the Board of Directors of ShopKo (the "ShopKo
Board") would have the right to terminate the Combination Agreement, unless
Phar-Mor otherwise agrees on or before     , 1997 that the ShopKo Exchange
Ratio shall be set at 1.895 (i.e. based on an Average Closing Price of $9.499).
In any event, the actual ShopKo Exchange Ratio will be determined by     ,
1997, [a minimum of] [five] days prior to the originally scheduled date of
ShopKo's special meeting of shareholders. For a more detailed explanation of
the method by which the ShopKo Exchange Ratio will be determined, including a
toll-free telephone number that shareholders of ShopKo or Phar-Mor may call
during the period from     , 1997 through the day following the conclusion of
the Special Meetings to receive updated information regarding the ShopKo
Exchange Ratio, see "The Transaction--Terms of the ShopKo Plan."     
   
  Immediately following the consummation of the Combination, Cabot Noble will
purchase 90% of the Cabot Noble Shares issued pursuant to the ShopKo Exchange
to supervalu inc. ("supervalu"), an approximately 46% shareholder of ShopKo
prior to the Combination, in exchange for cash in an aggregate amount
equivalent to $16.86 per ShopKo Share (the "Cabot Noble Buy Back" and, together
with the Combination, the "Transaction"). See "The Transaction--Background of
the Transaction" and "--Cabot Noble Buy Back."     
                                                        [continued on next page]
 
                                  -----------
 
THE SECURITIES TO  BE ISSUED IN  CONNECTION WITH THE COMBINATION  HAVE NOT BEEN
APPROVED  OR DISAPPROVED BY  THE SECURITIES AND EXCHANGE  COMMISSION OR BY  ANY
 STATE SECURITIES  COMMISSION NOR HAS  THE COMMISSION OR  ANY STATE SECURITIES
 COMMISSION  PASSED  UPON  THE  ACCURACY  OR  ADEQUACY  OF  THIS  JOINT  PROXY
  STATEMENT/PROSPECTUS. ANY REPRESENTATION TO
                      THE CONTRARY IS A CRIMINAL OFFENSE.
 
                                  -----------
     
  FOR A DESCRIPTION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING
  THE TRANSACTION AND THE RECEIPT OF THE SECURITIES OFFERED HEREBY, SEE "RISK
                      FACTORS" BEGINNING ON PAGE 20.     
 
                                  -----------
   
  The date of this Joint Proxy Statement/Prospectus, and the approximate date
on which this Joint Proxy Statement/Prospectus is first being mailed to
shareholders, is February  , 1997.     
<PAGE>
 
[Continued from Cover Page]
 
  This Joint Proxy Statement/Prospectus constitutes (i) the Proxy Statement of
ShopKo with respect to the solicitation of proxies by the ShopKo Board for use
at ShopKo's special meeting of shareholders, and at any adjournment thereof
(the "ShopKo Special Meeting"), at which the holders of ShopKo Shares will be
asked to consider and vote upon the Agreement and Plan of Reorganization dated
as of September 7, 1996, as amended, by and among Cabot Noble, Phar-Mor and
ShopKo (the "Combination Agreement") and the ShopKo Exchange (collectively,
the "ShopKo Plan"), (ii) the Proxy Statement of Phar-Mor with respect to the
solicitation of proxies by the Phar-Mor Board for use at Phar-Mor's special
meeting of shareholders, and at any adjournment thereof (the "Phar-Mor Special
Meeting"), at which the holders of Phar-Mor Shares will be asked to consider
and vote upon the Combination Agreement and the Phar-Mor Exchange
(collectively, the "Phar-Mor Plan"), and (iii) the Prospectus of Cabot Noble
with respect to the Cabot Noble Shares and Cabot Noble Warrants to be issued
in the Combination and the Cabot Noble Shares reserved for issuance upon the
exercise of such Cabot Noble Warrants (collectively, the "Securities").
Approval of the Combination by ShopKo shareholders and Phar-Mor shareholders
constitutes approval of the assumption by Cabot Noble of ShopKo's and Phar-
Mor's respective rights and obligations under their respective employee
benefit plans.
 
  Cabot Noble has filed a Registration Statement on Form S-4 of which this
Joint Proxy Statement/Prospectus is a part (herein, together with all
amendments and exhibits thereto, referred to as the "Registration Statement"),
under the Securities Act of 1933, as amended (the "Securities Act"), with the
Securities and Exchange Commission relating to the Cabot Noble Shares and the
Cabot Noble Warrants. All information in the Registration Statement regarding
Cabot Noble has been provided by Cabot Noble, all information in the
Registration Statement regarding ShopKo has been provided by ShopKo and all
information in the Registration Statement regarding Phar-Mor has been provided
by Phar-Mor. The Registration Statement of which this Joint Proxy
Statement/Prospectus is a part also relates to and covers the resale of Cabot
Noble Shares to be received by certain affiliate shareholders of Phar-Mor and
ShopKo pursuant to the Combination (the "Selling Stockholders"). See "Selling
Stockholders."
 
  ShopKo Shares and Phar-Mor Shares which are represented by properly executed
proxies will, unless such proxies have been previously revoked, be voted in
accordance with the instructions indicated in such proxies. If no instructions
are so indicated, such shares will be voted in favor of approval and adoption
of the ShopKo Plan and the Phar-Mor Plan, respectively, and, in the discretion
of the respective proxy holder, such other business as may properly come
before the Special Meetings. Any shareholder of Phar-Mor who has given a proxy
may revoke it at any time prior to its exercise at the Phar-Mor Special
Meeting by filing an instrument revoking it with the secretary of Phar-Mor, by
duly executing a proxy bearing a later date, by following the telephonic
procedure as set forth in "The Special Meetings--Solicitation of Phar-Mor
Proxies" or by appearing at the Phar-Mor Special Meeting and voting in person.
Any shareholder of ShopKo who has given a proxy may revoke it at any time
prior to its exercise at the ShopKo Special Meeting by filing an instrument
revoking it with an officer of ShopKo, or by duly executing and filing with an
officer of ShopKo a proxy bearing a later date, which may be done in person at
the ShopKo Special Meeting. The mere presence at the ShopKo Special Meeting of
a person who has appointed a proxy does not revoke the appointment.
   
  The ShopKo Shares are traded on the New York Stock Exchange (the "NYSE")
under the symbol "SKO." The Phar-Mor Shares are quoted on the Nasdaq National
Stock Market System ("Nasdaq-NMS") under the symbol "PMOR." On         , 1997,
the last sale price of the ShopKo Shares and the Phar-Mor Shares was $   and
$   per share, respectively. See "Market Price and Dividend Data."     
   
  The Cabot Noble Shares have been approved for trading on the NYSE, subject
to official notice of issuance, and the Cabot Noble Warrants have been
approved for quotation on the Nasdaq Small Cap Market.     
<PAGE>
 
                             AVAILABLE INFORMATION
   
  Cabot Noble has filed with the Securities and Exchange Commission (the
"Commission") the Registration Statement under the Securities Act with respect
to the Cabot Noble Shares and Cabot Noble Warrants. This Joint Proxy
Statement/Prospectus, which forms a part of the Registration Statement, does
not contain all of the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. Statements contained in this Joint Proxy
Statement/Prospectus as to the contents of any contract or other document are
not necessarily complete, and in each instance reference is made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by reference to
such contract or document.     
 
  Each of Phar-Mor and ShopKo is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information may
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the following Regional Offices of the Commission: 7 World Trade Center,
Thirteenth Floor, New York, New York 10048, and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials may also be obtained
by mail, upon payment of the Commission's customary fees, by writing to the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The ShopKo Shares are listed on the NYSE. The Phar-Mor
Shares are listed on the Nasdaq-NMS. Reports, proxy statements and other
information filed by ShopKo may be inspected at the offices of the NYSE at 20
Broad Street, New York, New York 10005, and such information filed by Phar-Mor
may also be inspected at the offices of the Nasdaq-NMS at 1735 K Street, N.W.,
Washington, D.C. 20006. The Commission maintains an Internet web site
(http://www.sec.gov) that contains reports, proxy and information statements
and other information regarding each of Phar-Mor and ShopKo.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
  The following documents previously filed with the Commission by ShopKo
pursuant to the Exchange Act are incorporated by reference in this Proxy
Statement:
 
    1. ShopKo's Annual Report on Form 10-K for the fiscal year ended February
  24, 1996;
 
    2. ShopKo's Quarterly Reports on Form 10-Q for the fiscal quarters ended
  June 15, September 7 and November 30, 1996;
 
    3. ShopKo's Current Reports on Form 8-K dated September 7 and October 11,
  1996; and
 
    4. ShopKo's Proxy Statement for its Annual Meeting of Shareholders dated
  May 10, 1996.
 
  The information relating to ShopKo contained in this Joint Proxy
Statement/Prospectus does not purport to be comprehensive and should be read
together with the information in the documents incorporated by reference
herein.
 
  All documents filed by ShopKo pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Joint Proxy
Statement/Prospectus and prior to the date of the Special Meetings (as defined
below in "Summary--The Special Meetings") shall be deemed to be incorporated
by reference in this Joint Proxy Statement/Prospectus and be a part hereof
from the dates of filing such documents or reports. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Joint Proxy
Statement/Prospectus to the extent that a statement contained herein, or in
any other subsequently filed document which also is or is deemed to be
incorporated herein, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Joint Proxy Statement/Prospectus.
 
                                       i
<PAGE>
 
  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THE MATTERS DESCRIBED IN THIS JOINT PROXY
STATEMENT/PROSPECTUS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE
HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY CABOT NOBLE, SHOPKO OR PHAR-MOR. THIS
JOINT PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, NOR DOES IT CONSTITUTE THE
SOLICITATION OF A PROXY, IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE ANY SUCH SOLICITATION IN SUCH JURISDICTION. THE DELIVERY
OF THIS JOINT PROXY STATEMENT/PROSPECTUS SHALL NOT, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF CABOT
NOBLE, SHOPKO OR PHAR-MOR SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
 
  THIS JOINT PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF SUCH DOCUMENTS
(OTHER THAN EXHIBITS THERETO WHICH ARE NOT SPECIFICALLY INCORPORATED BY
REFERENCE HEREIN) ARE AVAILABLE, WITHOUT CHARGE, TO ANY PERSON, INCLUDING ANY
BENEFICIAL OWNER OF SHOPKO SHARES OR PHAR-MOR SHARES TO WHOM THIS JOINT PROXY
STATEMENT/PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST, TO RICHARD D.
SCHEPP, CORPORATE SECRETARY, SHOPKO STORES, INC. 700 PILGRIM WAY, P.O. BOX
19060, GREEN BAY, WISCONSIN 54307-9060, TELEPHONE NUMBER (414) 497-2211, OR
JOHN R. FICARRO, CORPORATE SECRETARY, PHAR-MOR, INC., 20 FEDERAL PLAZA WEST,
YOUNGSTOWN, OHIO, 44501-0400, TELEPHONE NUMBER (330) 746-6641. IN ORDER TO
ENSURE DELIVERY OF DOCUMENTS PRIOR TO THE APPLICABLE SPECIAL MEETING, ANY
REQUEST THEREFOR SHOULD BE MADE NOT LATER THAN       , 1997.
 
                          FORWARD-LOOKING STATEMENTS
   
  The actual results of ShopKo, Phar-Mor and Cabot Noble, and the expected
cost savings, synergies and other benefits of the Combination for each such
company and their respective shareholders, may differ materially from those
contained in forward-looking statements contained in (i) this Joint Proxy
Statement/Prospectus, including, without limitation, statements made under
"Cabot Noble Business Strategy," "Certain Forward-Looking Information,"
"Summary--Benefits of the Transaction" and Annex G hereto, (ii) information
included or incorporated by reference in future filings by ShopKo, Phar-Mor,
or Cabot Noble with the Commission, and (iii) information contained in written
material, releases and oral statements issued by, or on behalf of, ShopKo,
Phar-Mor or Cabot Noble. Factors which may cause such a difference to occur
include, but are not limited to: (i) delays in realizing anticipated cost
savings, (ii) higher than anticipated costs in completing the Transaction,
(iii) business disruption related to the Transaction (both before and after
completion), (iv) cost savings that are less than anticipated, (v) higher than
expected financing or refinancing costs, (vi) costs and delays caused by any
litigation, (vii) unanticipated regulatory delays or constraints or changes in
the proposed Transaction required by regulatory authorities, (viii) other
unanticipated occurrences which may delay the consummation of the Transaction,
increase the costs related to the Transaction, or decrease the expected
financial and other benefits of the Transaction, (ix) heightened competition,
including specifically increased price competition from national and regional
discount stores, specialty stores, and prescription benefit management
companies, (x) adverse weather conditions, (xi) changes in the prescription
drug industry regarding pricing, formulary use, or reimbursement practices,
(xii) minimum wage legislation, (xiii) regulatory and litigation matters
affecting health care services, particularly prescription benefit managers,
(xiv) higher than anticipated interest rates, (xv) real estate costs and
construction and development costs, (xvi) inventory imbalances caused by
unanticipated fluctuations in consumer demand, (xvii) trends in the economy
which affect consumer confidence and consumer demand for retail goods, and
(xviii) matters identified under "Risk Factors" which are incorporated herein
by reference.     
 
                                      ii
<PAGE>
 
                               TABLE OF CONTENTS
 
<TABLE>   
<S>                                                                         <C>
Summary....................................................................   1
Risk Factors...............................................................  20
 Competition...............................................................  20
 Limited Operating History of Reorganized Phar-Mor.........................  20
 Combination of Retail Operations; Realization of Synergies................  20
 Leverage..................................................................  21
 Interests of Management...................................................  21
 Trading Market for Cabot Noble Shares.....................................  21
 Holding Company Structure; Reliance on Subsidiaries for Dividends.........  21
 Dividends.................................................................  22
 Dilution; Control of Cabot Noble..........................................  22
 Resale of Cabot Noble Shares..............................................  23
 Market Price of Cabot Noble Shares........................................  23
 Dependence on Key Personnel...............................................  23
 Reduced Quorum Requirement................................................  24
 No Appraisal Rights for Holders of Phar-Mor Shares; ShopKo Dissenters'
  Rights...................................................................  25
 Anti-Takeover Provisions..................................................  25
 Litigation and Insurance..................................................  25
 Hamilton Morgan Issues....................................................  26
 Formulary Revenues........................................................  27
Cabot Noble Business Strategy..............................................  28
 General...................................................................  28
 Expected Cost Savings and Synergies from the Combination .................  28
 Expected Cost Savings fom the Combination.................................  29
 Expected Revenue Enhancements from the Combination........................  30
 ProVantage................................................................  31
 Strategic Benefits of the Combination.....................................  32
Comparative Per Share Data.................................................  34
Capitalization.............................................................  35
Market Price and Dividend Data.............................................  36
 ShopKo....................................................................  36
 Phar-Mor..................................................................  36
 Cabot Noble...............................................................  37
The Special Meetings.......................................................  38
 General...................................................................  38
 ShopKo Record Date; Quorum; Vote Required.................................  38
 Phar-Mor Record Date; Quorum; Vote Required...............................  38
 Dissenters' Rights........................................................  40
 Solicitation of ShopKo Proxies............................................  43
 Solicitation of Phar-Mor Proxies..........................................  45
 Other Matters to be Considered............................................  45
The Transaction............................................................  46
 Background of the Transaction.............................................  46
 Recommendations of ShopKo Board; Reasons for the Transaction..............  51
 ShopKo Fairness Opinion...................................................  53
 Recommendations of Phar-Mor Board; Reasons for the Transaction............  57
 Phar-Mor Fairness Opinion.................................................  58
 Terms of the ShopKo Plan..................................................  64
 Terms of the Phar-Mor Plan................................................  65
 Voting Agreement..........................................................  66
 Exchange of Certificates..................................................  66
</TABLE>    
<TABLE>   
<S>                                                                        <C>
 Fractional Share Interests...............................................  67
 Treatment of Options, Warrants and Other Rights..........................  67
 Cabot Noble Buy Back.....................................................  68
 Financing................................................................  69
 Representations and Warranties...........................................  70
 Operations of Phar-Mor, ShopKo and Cabot Noble Prior to the Transaction..  70
 ShopKo Dividends.........................................................  71
 No Solicitation; Certain Negotiations....................................  71
 Director and Officer Indemnification and Liability Insurance.............  71
 Conditions Precedent to the Transaction..................................  71
 Termination; Break-up Fee................................................  73
 Modification or Waiver...................................................  74
 Accounting Treatment.....................................................  74
Certain United States Federal Income Tax Consequences.....................  76
Certain Forward-Looking Information.......................................  78
 Cabot Noble Pro Forma Combined Projections...............................  78
 ShopKo Information Supplied to Phar-Mor..................................  80
 Phar-Mor Information Supplied to ShopKo..................................  83
 Certain Management Projections...........................................  86
Cabot Noble Unaudited Pro Forma Consolidated Financial Statements.........  88
ShopKo Selected Consolidated Financial Data...............................  96
ShopKo Management's Discussion and Analysis of Financial Condition and
 Results of Operations....................................................  97
 General..................................................................  97
 Results of Operations....................................................  97
 Liquidity and Capital Resources.......................................... 101
 Inflation................................................................ 102
Phar-Mor Selected Consolidated Financial Data............................. 103
Phar-Mor Management's Discussion and Analysis of Financial Condition and
 Results of Operations.................................................... 104
 General.................................................................. 104
 Recent Developments and Outlook.......................................... 104
 New Marketing Approach and Store Remodel Program......................... 104
 Results of Operations.................................................... 105
 Unaudited Pro Forma Consolidated Statements of Operations................ 105
 Financial Condition and Liquidity........................................ 110
 Trends, Demands, Commitments, Events or Uncertainties.................... 112
 Inflation................................................................ 112
Description of Cabot Noble................................................ 113
 General.................................................................. 113
 Directors and Executive Officers......................................... 113
 Management Compensation.................................................. 114
 Employment Contracts..................................................... 115
 Director Remuneration.................................................... 115
 Stock Incentive Plan..................................................... 116
 Director Stock Plan...................................................... 118
 Director Phantom Stock Plan.............................................. 119
 Pro Forma Beneficial Ownership of Cabot Noble Shares..................... 120
</TABLE>    
 
 
                                      iii
<PAGE>
 
<TABLE>   
<S>                                                                         <C>
Description of ShopKo...................................................... 122
 General................................................................... 122
 Merchandising Philosophy--Management...................................... 122
 Merchandising and Services--General Merchandise........................... 123
 Merchandising and Services--Health Services............................... 123
 Marketing and Advertising................................................. 124
 Store Layout and Design................................................... 125
 Store Operations and Management........................................... 125
 Purchasing and Distribution............................................... 126
 Management Information Systems............................................ 127
 Expansion................................................................. 127
 Competition............................................................... 128
 Seasonality............................................................... 129
 Employees................................................................. 129
 Government Regulation..................................................... 129
 Properties................................................................ 131
 Legal Proceedings......................................................... 132
 Executive Officers of ShopKo.............................................. 132
 Employment Agreements--Executive Officers................................. 134
 Indemnification of Officers and Directors................................. 134
 Severance Agreements...................................................... 134
 Security Ownership of Certain Beneficial Owners and Management............ 136
Description of Phar-Mor.................................................... 137
 General................................................................... 137
 Operations................................................................ 138
 Marketing and Merchandising............................................... 139
 Sales..................................................................... 140
 Competition............................................................... 141
 Capital Expenditures...................................................... 141
 Growth.................................................................... 141
 Trademarks and Service Marks.............................................. 142
 History................................................................... 142
 Regulation................................................................ 144
 Properties................................................................ 144
 Legal Proceedings......................................................... 145
 Directors and Executive Officers.......................................... 145
 Executive Compensation.................................................... 148
 Executive Compensation Plans.............................................. 151
 Compensation of Directors................................................. 154
 Employment Contracts and Termination of Employment and Change-in-Control
  Arrangements............................................................. 154
 Compensation Committee Interlocks and Insider Participation............... 158
 Security Ownership of Certain Beneficial Owners and Management............ 158
 Certain Relationships and Related Transactions............................ 161
Description of Capital Stock of Cabot Noble................................ 164
 Common Stock.............................................................. 164
</TABLE>    
<TABLE>   
<S>                                                                        <C>
 Preferred Stock.......................................................... 164
 Warrants................................................................. 164
 Transfer Agent and Registrar............................................. 165
Comparison of Rights of Phar-Mor and ShopKo Shareholders and Cabot Noble
 Stockholders............................................................. 166
 Classes and Series of Capital Stock...................................... 166
 Director and Officer Liability and Indemnification....................... 166
 Special Meetings of Shareholders......................................... 168
 Annual Meeting of Shareholders........................................... 169
 Dividends and Distributions.............................................. 169
 Appraisal Rights......................................................... 170
 Shareholder Approval of Mergers.......................................... 171
 Stock Repurchases........................................................ 172
 Removal of Directors..................................................... 172
 Charter Amendments....................................................... 173
 Shareholder Action without a Meeting..................................... 174
 "Anti-Takeover" Laws..................................................... 174
 Voluntary Dissolution.................................................... 176
 Transactions with Directors.............................................. 176
 Filling Vacancies on the Board of Directors.............................. 177
 Number and Qualification of Directors.................................... 177
 Preemptive Rights........................................................ 178
 Director Action by Written Consent....................................... 178
 Voting in the Election of Directors...................................... 179
Certain Transactions...................................................... 179
 ShopKo Employment Agreements--Executive Officers......................... 179
 Effect of the Transaction on Stock Option and Restricted Stock Awards of
  ShopKo.................................................................. 181
 CareStream Scrip Card Acquisition by ShopKo.............................. 182
 Supply Agreements with McKesson Corp. ................................... 182
 Phar-Mor Option Grants; Employment
  Agreements--Executive Officers.......................................... 182
Selling Stockholders...................................................... 183
 Shares Available for Future Sale......................................... 183
 Registration Rights...................................................... 183
 Plan of Distribution.....................................................
Legal Matters............................................................. 184
Experts................................................................... 184
Index to Financial Statements............................................. F-1
</TABLE>    
 
- --------------------------------------------------------------------------------
<TABLE>   
 <C>       <S>
 Annex A.. Agreement and Plan of Reorganization, as amended
 Annex B.. Fairness Opinion of Salomon Brothers Inc
 Annex C.. Fairness Opinion of Jefferies & Company, Inc.
 Annex D.. Minnesota Dissenters' Rights Statute
 Annex E.. Calculation of ShopKo Exchange Ratio
 Annex F.. Restated Certificate of Incorporation of Cabot Noble, Inc.
 Annex G.. Certain Projections
</TABLE>    
 
                                       iv
<PAGE>
 
                                    SUMMARY
   
  The following is a summary of certain information contained elsewhere in this
Joint Proxy Statement/Prospectus. Reference is made to, and this summary is
qualified in its entirety by, the more detailed information and financial
statements, including the notes thereto, contained elsewhere in this Joint
Proxy Statement/Prospectus. Unless the context otherwise requires, this Joint
Proxy Statement/Prospectus assumes that (i) all outstanding Phar-Mor Shares and
ShopKo Shares are exchanged in the Combination for Cabot Noble Shares, (ii) no
options or warrants issued by ShopKo or Phar-Mor are exercised prior to the
Effective Date, (iii) the ShopKo Exchange Ratio is 3.140, the ratio above which
Phar-Mor has the right to terminate the Combination Agreement, subject to
ShopKo's right to set the ratio at 3.140, and (iv) the Cabot Noble Buy Back has
been consummated. The closing price of Phar-Mor Shares on February  , 1997, was
$    per share, as reported in The Wall Street Journal. If the Average Closing
Price had been calculated on the basis of the thirty-day period ended February
 , 1997, it would have been $    (which would result in a ShopKo Exchange Ratio
of 3 ). If the Average Closing Price results in a ShopKo Exchange Ratio greater
than 3.140 (i.e. an Average Closing Price of less than approximately $5.493),
Phar-Mor would have the right to terminate the Combination Agreement, unless
ShopKo otherwise agrees that the ShopKo Exchange Ratio shall be set at 3.140.
The actual ShopKo Exchange Ratio will be based on the average of the daily
closing sale prices per Phar-Mor Share during the thirty-day period ending on
March  , 1997. See "--The ShopKo Exchange" and Annex E hereto.     
 
                                 THE COMPANIES
 
CABOT NOBLE:
 
  As used herein "Cabot Noble" refers to Cabot Noble, Inc., a Delaware
corporation, and as the context requires, after the Effective Date (as defined
below in "--Effective Date"), its wholly owned subsidiaries, ShopKo and Phar-
Mor. Until the Combination, Cabot Noble will have minimal assets and will
conduct no business. After the Combination, Cabot Noble will be the holding
company for Phar-Mor and ShopKo, through which Cabot Noble will conduct retail
discount drugstore, general merchandise and managed health care businesses. See
"Cabot Noble Business Strategy" and "Description of Cabot Noble." The principal
executive offices of Cabot Noble will be located at 700 Pilgrim Way, P.O. Box
19060, Green Bay, Wisconsin 54307-9060 (telephone number 414/497-2211).
 
SHOPKO:
   
  As used herein "ShopKo" refers to ShopKo Stores, Inc., a Minnesota
corporation, and, as the context requires, references to ShopKo include its
subsidiaries. ShopKo will become a wholly owned subsidiary of Cabot Noble upon
completion of the Combination. ShopKo is principally engaged in the business of
providing general merchandise and health services through retail stores and
other managed health care services through its subsidiary, ProVantage, Inc.
("ProVantage"). As of February  , 1997, ShopKo operated 130 stores in 18 states
located primarily in the Upper Midwest, Pacific Northwest and Western Mountain
regions of the United States. ProVantage's managed health care operations are
distinct from ShopKo's retail operations, and a public offering of ProVantage's
common stock at some point in the future is a possibility. However, there can
be no assurance as to if or when any such offering will occur. See "Cabot Noble
Business Strategy--ProVantage." Currently, 46% of the outstanding ShopKo Shares
are owned by supervalu and the balance is widely held by other holders of
ShopKo Shares (the "ShopKo Public Shareholders"). See "Description of ShopKo."
The principal executive offices of ShopKo are located at 700 Pilgrim Way, P.O.
Box 19060, Green Bay, Wisconsin 54307-9060 (telephone number 414/497-2211).
    
PHAR-MOR:
 
  As used herein "Phar-Mor" refers to Phar-Mor, Inc., a Pennsylvania
corporation, and, as the context requires, references to Phar-Mor include its
subsidiaries. Phar-Mor will become a wholly owned subsidiary of Cabot Noble
upon completion of the Combination. Phar-Mor is principally engaged in the
business of providing
 
                                       1
<PAGE>
 
   
discount drugstore products and services through retail stores. As of February
 , 1997, Phar-Mor operated 103 stores in 22 U.S. metropolitan markets located
primarily in Ohio (15 stores), Pennsylvania (34 stores), and Virginia (11
stores). All but one of these stores were selected from among the 311 stores
operated by Phar-Mor before it emerged from bankruptcy in September 1995. See
"Description of Phar-Mor." The principal executive offices of Phar-Mor are
located at 20 Federal Plaza West, Youngstown, Ohio 44501-0400 (telephone number
330/746-6641).     
 
                                THE TRANSACTION
 
GENERAL
   
  ShopKo is a leading regional retailer of general merchandise and health
services operating 130 stores in 15 states. ShopKo's retail stores offer a wide
variety of hardline and softline goods. A significant majority of ShopKo's
stores include full service pharmacy and optical departments. ShopKo's wholly
owned subsidiary, ProVantage, specializes in prescription benefit management
(PBM), vision benefit management (VBM) and health care decision support
services (DSS). Phar-Mor operates a chain of discount retail drugstores which
sell prescription and over-the-counter drugs, health and beauty care products,
cosmetics, greeting cards, groceries, beer, wine, tobacco, soft drinks and
seasonal and other general merchandise and rent videos. As of January 2, 1997,
Phar-Mor operated 103 stores in 22 metropolitan areas in 18 states. The
Combination will combine these businesses under Cabot Noble as a common holding
company, which the ShopKo Board and Phar-Mor Board believe will result in a
national discount merchandise and health services provider with reduced
operational and administrative costs, enhanced profitability and a stronger
competitive position.     
   
  The ShopKo Board and the Phar-Mor Board have approved the Agreement and Plan
of Reorganization dated as of September 7, 1996, as amended, by and among Cabot
Noble, Phar-Mor and ShopKo (the "Combination Agreement") and the share
exchanges contemplated thereby (the "Combination" and, together with the Cabot
Noble Buy Back, the "Transaction"). Upon the consummation of the Transaction,
former ShopKo Public Shareholders will hold approximately 76.5%, supervalu will
own approximately 6.5%, and former shareholders of Phar-Mor will hold
approximately 17.0% of the total outstanding Cabot Noble Shares. The actual
percentages will depend upon the actual ShopKo Exchange Ratio. See Annex E. The
Board of Directors of Cabot Noble (the "Cabot Noble Board") will consist of (i)
the six current directors of Phar-Mor, (ii) an additional independent director
designated by the Phar-Mor Board with the approval of the independent members
of the ShopKo Board, (iii) Dale P. Kramer, the current chief executive officer
of ShopKo, and (iv) two individuals, at least one of whom will be an
independent director, designated by the ShopKo Board with the approval of the
independent members of the Phar-Mor Board. Robert M. Haft, the Chairman and
Chief Executive Officer of Cabot Noble and Phar-Mor, M. David Schwartz, the
President and Chief Operating Officer of Phar-Mor, Daniel J. O'Leary, the Chief
Financial Officer of Phar-Mor, and John R. Ficarro, the Senior Vice President,
General Counsel and Secretary and Phar-Mor, currently comprise the Cabot Noble
Board. Each of Messrs. Schwartz, O'Leary and Ficarro will resign as directors
of Cabot Noble effective as of the Effective Date. After the Effective Date,
Cabot Noble will have a management team drawn from both companies. See
"Description of Cabot Noble--Directors and Executive Officers." For additional
information concerning the business of Cabot Noble, see "Cabot Noble Business
Strategy" and "Description of Cabot Noble."     
 
  The Combination will be accomplished through simultaneous share exchanges,
whereby ShopKo and Phar-Mor will become wholly owned subsidiaries of Cabot
Noble and former shareholders of ShopKo and Phar-Mor will receive Cabot Noble
Shares in accordance with the exchange ratios described herein. The ShopKo
Exchange and the Phar-Mor Exchange will each be accounted for as a purchase by
ShopKo of Phar-Mor. The principal terms of the Transaction, including the
ShopKo Exchange, the Phar-Mor Exchange and the Cabot Noble Buy Back, are
summarized below.
 
                                       2
<PAGE>
 
   
BENEFITS OF THE TRANSACTION     
          
  The financial benefits summarized below are based on the management
projections set forth in "Certain Forward-Looking Information," which consist
of the Current ShopKo Management Projections, prepared by ShopKo management,
the Current Phar-Mor Management Projections, prepared by Phar-Mor management,
and the Current Cabot Noble Management Projections, prepared jointly by the
current managements of Phar-Mor and ShopKo (collectively, the "Current
Management Projections"). The Current Management Projections, which were
prepared in February 1997, are updates of the "Initial Management Projections"
(as defined and set forth in Annex G) which were prepared during the course of
negotiations for the Transaction prior to the execution of the Combination
Agreement in September 1996. The Current Management Projections and the Initial
Management Projections are based on assumptions which are inherently subject to
business, economic and competitive uncertainties and accordingly there can be
no assurance that any of the results projected therein will be realized. Among
the factors which may cause Cabot Noble not to realize in whole or in part the
anticipated benefits of the Combination are (i) lower than anticipated savings
from combined purchasing activities; (ii) higher than anticipated costs of
integrating the operations of the two companies; (iii) greater than anticipated
problems in cross-merchandising; (iv) lower than anticipated savings from
combining distribution facilities; and (v) lower than anticipated savings from
administrative efficiencies. See "Risk Factors--Combination of Retail
Operations; Realization of Synergies" and "Certain Forward-Looking
Information."     
   
  The Current Management Projections differ from the Initial Management
Projections inasmuch as they reflect changes in the terms of the Transaction
and actual operating results that have occurred since September 1996. Namely:
       
    . The Current Phar-Mor Management Projections reflect reprojected
      operating results for fiscal years 1997, 1998 and 1999 based on (i)
      current trends toward reduced increases in comparable store sales,
      (ii) the opening of two new stores in fiscal year 1997 and the
      expected opening of one new store in fiscal year 1998 and (iii)
      increased selling, general and administrative expenses due to current
      trends in store expenses and corporate overhead expenses.     
       
    . The Current Shopko Management Projections include reprojected results
      for fiscal years 1998 and 1999 based on fiscal year 1997 results which
      reflect trends toward (i) increased sales and decreased gross profit
      percentage for retail operations and (ii) reduced sales, reduced
      selling, general and administration expenses and increased gross
      profit percentage for ProVantage.     
       
    . The Current Cabot Noble Management Projections reflect (i) revisions
      to the Phar-Mor and ShopKo Management Projections discussed above,
      (ii) a delay in realizing synergies expected from the Combination
      resulting from the delay in the anticipated closing of the
      Transaction, (iii) revisions to the anticipated cost of integrating
      the companies, and (iv) lower interest expense due to reductions in
      the estimated amount of indebtedness outstanding upon consummation of
      the Combination.     
   
  The various cost savings and other benefits identified below are presented
net of depreciation associated with the estimated $8.5 million of capital
required to integrate certain ShopKo and Phar-Mor operations and net of other
incremental expenses. See "Certain Forward-Looking Information" and Annex G.
       
    Benefits of the Transaction to ShopKo Public Shareholders. Among the
  factors considered by the ShopKo Board were the following expected benefits
  of the proposed Transaction:     
       
    . The Transaction is expected to result in earnings per share accretion
      to ShopKo's shareholders based upon an analysis prepared by ShopKo's
      financial advisor. See Annex G and "Certain Forward-Looking
      Information."     
 
 
                                       3
<PAGE>
 
       
    . As a result of the Cabot Noble Buy Back, the ShopKo Public
      Shareholders will own a much greater percentage of Cabot Noble
      (originally estimated to be approximately 73%, and subsequently
      updated by management to be approximately 76.5%) than they currently
      own of ShopKo (approximately 54%).     
 
    . The value to be received by the ShopKo Public Shareholders is a
      premium to both the pre-announcement trading price of the ShopKo
      Shares and the value to be received by supervalu in the Cabot Noble
      Buy Back.
       
    . The Cabot Noble Buy Back substantially reduces the perceived
      depressive effect on the market price of ShopKo Shares attributable to
      supervalu's expressed desire to liquidate its 46% equity ownership in
      ShopKo, which had created an "overhang" on the market. The
      approximately $70 million of excess cash expected to be held by Phar-
      Mor and made available to Cabot Noble through the Combination will
      fund a substantial portion of the Cabot Noble Buy Back.     
 
    . The ShopKo Public Shareholders will exchange their investment in a
      regional business for an investment in a national and more diversified
      business.
 
    . The Combination is designed to enable ShopKo to (1) decrease its
      expense ratios by eliminating administrative redundancies; (2)
      increase its revenues, buying power and gross margins through combined
      sourcing of merchandise with Phar-Mor; and (3) reinvest a significant
      portion of the synergies resulting from the Combination in lower and
      more competitive prices for consumable merchandise sold in its stores.
      As a result of these benefits, ShopKo should be able to compete more
      effectively.
       
    . The Combination results in the acquisition of an equity interest in
      the Phar-Mor business--103 stores (102 of which were selected from
      Phar-Mor's 311 pre-bankruptcy stores)--in combination with ShopKo's
      administrative management strength and infrastructure. The Combination
      will create cross-merchandizing opportunities for Phar-Mor and ShopKo.
      After the Combination, it is expected that Phar-Mor will sell selected
      ShopKo merchandise and optical services using Phar-Mor's current
      excess floor space.     
   
  In approving the ShopKo Plan, the ShopKo Board, as well as Salomon Brothers
Inc, ShopKo's financial advisor ("Salomon Brothers"), considered the Initial
Management Projections, as well as the "Adjusted Projections Used By Salomon
Brothers" (as defined and included in Annex G). While the Current Management
Projections were not considered by the ShopKo Board in approving the ShopKo
Plan, the ShopKo Board has reviewed such current projections. The ShopKo Board
and Salomon Brothers have also considered the anticipated benefits and
synergies set forth in "Cabot Noble Business Strategies."     
          
    Benefits of the Transaction to Phar-Mor Shareholders. Among the factors
  considered by the Phar-Mor Board were the following expected benefits of
  the proposed Transaction:     
       
    . It combines Phar-Mor, a regional discount merchandise chain with 103
      stores in 18 states, with ShopKo to create a national discount
      retailer offering pharmaceutical products and services in the United
      States with a total of over 230 stores in 29 states across the nation,
      and combined projected revenues of nearly $3.4 billion in fiscal year
      1997, including ProVantage projected fiscal year 1997 revenues of
      approximately $360 million. See Annex G and "Certain Forward-Looking
      Information."     
       
    . It significantly increases the projected earnings per share from Phar-
      Mor's current projections. For example, earnings per share were
      originally projected to increase by $0.43-$0.60 in each of fiscal
      years 1997 to 1999. Subsequently updated management projections
      reflect earnings per share increases in each of fiscal years 1997,
      1998 and 1999, versus Phar-Mor on a stand-alone basis of $1.14, $0.61
      and $0.75, respectively, prior to consideration of one-time charges to
      be incurred by ShopKo in connection with the Combination. See Annex G
      and "Certain Forward-Looking Information."     
 
                                       4
<PAGE>
 
       
    . It creates cross-merchandising opportunities which are expected to
      increase revenues by exploiting higher margin products, such as
      optical products and services, basic apparel and fashion jewelry, and
      additional health and beauty care products and general merchandise.
             
    . It is expected to reduce merchandising costs, corporate overhead and
      selling, general and administrative expenses by approximately $20
      million annually. A significant portion of this reduction is expected
      to be achieved by consolidating Phar-Mor's administrative and
      operating functions at ShopKo's current headquarters in Green Bay,
      Wisconsin, which should significantly increase management efficiency.
      See "Cabot Noble Business Strategy" and "Risk Factors--Combination of
      Retail Operations; Realization of Synergies." These savings, together
      with the enhanced purchasing power of the combined companies, will
      enable Phar-Mor and ShopKo to compete more aggressively for market
      share against competitors such as Wal-Mart and Walgreen's, by passing
      on greater savings to customers.     
 
    . It enables Phar-Mor to benefit immediately from ShopKo's existing
      state-of-the-art information management and data processing systems,
      without the need for Phar-Mor to incur the substantial costs, risks
      and delays of developing these systems for itself.
 
    . It eliminates the costs, risks and delays associated with downsizing
      certain existing Phar-Mor stores by using excess store capacity to
      sell high margin merchandise and services, such as optical services,
      that have been highly successful for ShopKo.
       
    . It provides the opportunity for Phar-Mor's shareholders to participate
      in the expected significant growth in prescription benefit management
      ("PBM") and related services offered by ShopKo's ProVantage
      subsidiary. See "Certain Forward-Looking Information--ShopKo
      Information Supplied to Phar-Mor."     
 
    Phar-Mor's management believes that these benefits will materially
  improve Phar-Mor's competitive position and profitability by accelerating
  the opportunities to reduce costs, enhance revenues and create new and
  diverse opportunities for future growth. Without the benefits which the
  Combination is expected to yield, Phar-Mor would be compelled to invest
  substantial capital, time and other resources to improve its technological
  and logistical infrastructure, downsize stores, find other means to further
  reduce expenses, and seek other opportunities to increase revenues and
  profitability. In light of the intensifying competition among retail
  merchandise companies and the growing dominance of the largest chains,
  including Wal-Mart and Walgreen's, Phar-Mor would have to implement many of
  these strategies in the near term and at great cost, with little certainty
  that these strategies would ultimately succeed. Moreover, it is likely that
  any benefits would only be realized after a considerable passage of time,
  while many of Phar-Mor's larger competitors would continue to challenge
  Phar-Mor's position in the marketplace. Phar-Mor's management believes that
  the Combination provides the opportunity to create a stronger, more
  competitive and more profitable company faster and with less risk than if
  Phar-Mor were compelled to act unilaterally.
   
  In approving the Phar-Mor Plan, the Phar-Mor Board, as well as Jefferies &
Company, Inc., Phar-Mor's financial advisor ("Jefferies"), considered the
projections set forth under "Projections Used By Jefferies in its Fairness
Opinion" in Annex G, which includes a preliminary version of the Initial
Management Projections as well as the "Adjusted Projections Used By Jefferies"
(as defined in Annex G). While the Current Management Projections were not
considered by the Phar-Mor Board in approving the Phar-Mor Plan, [the Phar-Mor
Board has reviewed such current projections]. The Phar-Mor Board and Jefferies
have also considered the anticipated benefits and synergies set forth in "Cabot
Noble Business Strategies".     
 
THE SHOPKO EXCHANGE
 
  Pursuant to the ShopKo Exchange and subject to the terms of the Combination
Agreement, each ShopKo Share outstanding as of the Effective Date (other than
ShopKo Shares as to which dissenters' rights have been
 
                                       5
<PAGE>
 
   
perfected), without any further action on the part of ShopKo's shareholders,
will be exchanged for 2.4 Cabot Noble Shares (and cash in lieu of any
fractional share), subject to adjustment to the extent that the value of the
exchange consideration received per ShopKo Share would otherwise fall outside a
range of $17.25 to $18.00 (the "ShopKo Exchange Ratio"), based upon the average
closing price per Phar-Mor Share for each Nasdaq-NMS trading day from      ,
1997 through and including    , 1997 (the sixth trading day preceding the
scheduled date of the ShopKo Special Meeting) (the "Pricing Period") as
reported for Nasdaq-NMS national issues in The Wall Street Journal (the
"Average Closing Price"). The ShopKo Exchange is intended to constitute a tax-
free exchange such that, among other things, ShopKo shareholders will not
recognize gain or loss upon the receipt of Cabot Noble Shares in exchange for
their ShopKo Shares. See "Certain United States Federal Income Tax
Consequences."     
   
  Annex E hereto illustrates how the ShopKo Exchange Ratio will be determined.
If the Average Closing Price is less than $7.186, the ShopKo Exchange Ratio
will equal the ratio which results in each ShopKo Share being exchanged for a
number of Cabot Noble Shares equal to $17.25 divided by the Average Closing
Price, unless Phar-Mor exercises its right to terminate the Combination
Agreement as set forth below. If the Average Closing Price is greater than
$7.50, the ShopKo Exchange Ratio will equal the ratio which results in each
ShopKo Share being exchanged for a number of Cabot Noble Shares equal to $18.00
divided by the Average Closing Price, unless ShopKo exercises its right to
terminate the Combination Agreement as set forth below. If the Average Closing
Price results in a ShopKo Exchange Ratio greater than 3.140, (i.e. an Average
Closing Price of less than approximately $5.493), the Phar-Mor Board would have
the right to terminate the Combination Agreement, unless ShopKo otherwise
agrees on or before     , 1997 that the ShopKo Exchange Ratio shall be set at
3.140 (i.e. based on an Average Closing Price set at $5.494). If the Average
Closing Price results in a ShopKo Exchange Ratio less than 1.895, (i.e. an
Average Closing Price of more than approximately $9.501), the ShopKo Board
would have the right to terminate the Combination Agreement, unless Phar-Mor
otherwise agrees on or before     , 1997 that the ShopKo Exchange Ratio shall
be set at 1.895 (i.e. based on an Average Closing Price set at $9.50). In any
event, the actual ShopKo Exchange Ratio will be determined by     , 1997, [a
minimum of] [five] days prior to the originally scheduled date of the ShopKo
Special Meeting.     
 
  Cabot Noble, ShopKo and Phar-Mor have established the following toll-free
telephone number (1 800    -    ) to enable shareholders of ShopKo and Phar-Mor
to receive updated information regarding the calculation of the ShopKo Exchange
Ratio. Commencing      , 1997 and ending on the day following the conclusion of
the Special Meetings, shareholders are encouraged to call such number to listen
to a recorded message indicating what the ShopKo Exchange Ratio would be as of
the date of such call, based on the average of the per share closing prices on
the Nasdaq-NMS of Phar-Mor Shares (as reported in The Wall Street Journal)
during the thirty-day period ending as of the day prior to such call or      ,
1997, as appropriate. Because the Average Closing Price upon which the actual
ShopKo Exchange Ratio will be based cannot be determined definitively until the
close of trading on      , 1997, callers to such toll-free telephone number
prior to      , 1997 should bear in mind that fluctuations in the trading price
of Phar-Mor Shares during the thirty-day period ending      , 1997, may cause
the actual ShopKo Exchange Ratio to vary from the hypothetical ShopKo Exchange
Ratio indicated on such recorded message prior to      , 1997.
   
  The closing price of Phar-Mor Shares in composite trading on        , 1997,
was $[   ] per share, as reported in The Wall Street Journal. If the Average
Closing Price had been calculated on the basis of the 30-day period ended     ,
it would have been $   (which would result in a ShopKo Exchange Ratio of    ).
In the event the Average Closing Price results in a ShopKo Exchange Ratio of
greater than 3.140, Phar-Mor has not determined whether it will exercise its
right to terminate the Combination Agreement, and the ShopKo Board has not made
any determination whether, in the event that Phar-Mor exercises its right to
terminate, it will agree to set the ShopKo Exchange Ratio at 3.140 pursuant to
the Combination Agreement. Conversely, in the event the Average Closing Price
results in a ShopKo exchange ratio of less than 1.895, ShopKo has not
determined whether it will exercise its right to terminate the Combination
Agreement, and the Phar-Mor Board has not made any determination whether, in
the event that ShopKo exercises its right to terminate, it will agree to set
the ShopKo Exchange Ratio at 1.895 pursuant to the Combination Agreement.
SHAREHOLDER APPROVAL WILL CONSTITUTE APPROVAL OF THE COMBINATION (I) IF THE
SHOPKO EXCHANGE     
 
                                       6
<PAGE>
 
   
RATIO IS GREATER THAN 3.140 OR LESS THAN 1.895 AND THE COMBINATION AGREEMENT IS
NOT TERMINATED OR (II) IF THE SHOPKO EXCHANGE RATIO WOULD HAVE BEEN GREATER
THAN, BUT IS SET AT, 3.140 OR WOULD HAVE BEEN LESS THAN, BUT IS SET AT, 1.895,
IN EACH CASE SUBJECT TO THE FIDUCIARY OBLIGATIONS OF THE SHOPKO AND PHAR-MOR
BOARDS AND OTHER APPLICABLE LEGAL REQUIREMENTS.     
 
THE PHAR-MOR EXCHANGE
   
  Pursuant to the Phar-Mor Exchange and subject to the terms of the Combination
Agreement, each Phar-Mor Share outstanding as of the Effective Date, without
any further action on the part of Phar-Mor's shareholders, will be exchanged
for one Cabot Noble Share and each outstanding Phar-Mor Warrant will be
converted into a Cabot Noble Warrant to purchase a like number of Cabot Noble
Shares. Holders of Phar-Mor Shares or Phar-Mor Warrants will not be required to
exchange their Phar-Mor Share certificates or Phar-Mor Warrant certificates, as
the case may be, in connection with the Combination. See "The Transaction--
Terms of the Phar-Mor Plan." The Phar-Mor Exchange is intended to constitute a
tax-free exchange such that, among other things, Phar-Mor shareholders will not
recognize gain or loss upon the receipt of Cabot Noble Shares in exchange for
their Phar-Mor Shares. See "Certain United States Federal Income Tax
Consequences."     
 
  Cabot Noble, ShopKo and Phar-Mor have established the following toll-free
telephone number (1 800    -    ) to enable shareholders of ShopKo and Phar-Mor
to receive updated information regarding the calculation of the ShopKo Exchange
Ratio. Commencing      , 1997 and ending on the day following the conclusion of
the Special Meetings, shareholders are encouraged to call such number to listen
to a recorded message indicating what the ShopKo Exchange Ratio would be as of
the date of such call, based on the average of the per share closing prices on
the Nasdaq-NMS of Phar-Mor Shares (as reported in The Wall Street Journal)
during the thirty-day period ending as of the day prior to such call or      ,
1997, as appropriate. Because the Average Closing Price upon which the actual
ShopKo Exchange Ratio will be based cannot be determined definitively until the
close of trading on      , 1997, callers to such toll-free telephone number
prior to      , 1997 should bear in mind that fluctuations in the trading price
of Phar-Mor Shares during the thirty-day period ending      , 1997, may cause
the actual ShopKo Exchange Ratio to vary from the hypothetical ShopKo Exchange
Ratio indicated on such recorded message prior to      , 1997.
   
  The closing price of Phar-Mor Shares on        , 1997, was $[   ] per share,
as reported in The Wall Street Journal. If the Average Closing Price had been
calculated on the basis of the 30-day period ended     , 1997, it would have
been $    (which would result in a ShopKo Exchange Ratio of    ). In the event
the Average Closing Price results in a ShopKo Exchange Ratio greater than 3.14,
Phar-Mor has not determined whether it will exercise its right to terminate the
Combination Agreement, and the ShopKo Board has not made any determination
whether, in the event that Phar-Mor exercises its right to terminate, it will
agree to set the ShopKo Exchange Ratio at 3.140 pursuant to the Combination
Agreement. Conversely, in the event the Average Closing Price results in a
ShopKo Exchange Ratio of less than 1.895, ShopKo has not determined whether it
will exercise its right to terminate the Combination Agreement, and the Phar-
Mor Board has not made any determination whether, in the event that ShopKo
exercises its right to terminate, it will agree to set the ShopKo Exchange
Ratio at 1.895 pursuant to the Combination Agreement. SHAREHOLDER APPROVAL WILL
CONSTITUTE APPROVAL OF THE COMBINATION (I) IF THE SHOPKO EXCHANGE RATIO IS
GREATER THAN 3.140 OR LESS THAN 1.895 AND THE COMBINATION AGREEMENT IS NOT
TERMINATED OR (II) IF THE SHOPKO EXCHANGE RATIO WOULD HAVE BEEN GREATER THAN,
BUT IS SET AT, 3.140 OR WOULD HAVE BEEN LESS THAN, BUT IS SET AT, 1.895, IN
EACH CASE SUBJECT TO THE FIDUCIARY OBLIGATIONS OF THE SHOPKO AND PHAR-MOR
BOARDS AND OTHER APPLICABLE LEGAL REQUIREMENTS.     
 
CASH IN LIEU OF FRACTIONAL CABOT NOBLE SHARES
 
  No fractional Cabot Noble Shares will be issued in the Combination. Any
fractional Cabot Noble Shares resulting from the ShopKo Exchange will be
aggregated and, as soon after the Effective Date as practicable, sold on the
principal trading market for the Cabot Noble Shares. The proceeds from such
sale will be distributed pro
 
                                       7
<PAGE>
 
rata among the shareholders that otherwise would have received a fractional
Cabot Noble Share in the Combination. See "The Transaction--Fractional Share
Interests."
 
CABOT NOBLE BUY BACK
   
  Immediately following the consummation of the Combination, without any
further action by the shareholders of Cabot Noble, Phar-Mor or ShopKo, Cabot
Noble will purchase from supervalu, currently a 46% shareholder of ShopKo, 90%
of the Cabot Noble Shares received by supervalu in the ShopKo Exchange (the
"Buy Back Shares") for $223,594,526, payable in cash (the "Cabot Noble Buy
Back"). supervalu will have certain shelf and incidental registration rights
with respect to public distribution of the Cabot Noble Shares that it retains.
ShopKo and Phar-Mor expect to have sufficient cash available on the Effective
Date to finance the Cabot Noble Buy Back. ShopKo shareholders and Phar-Mor
shareholders are not being asked to approve the Cabot Noble Buy Back. However,
it is a condition to the completion of the Combination that no condition or
circumstance exists which would reasonably be expected to prevent or delay
consummation of the Cabot Noble Buy Back. See "The Transaction--Background of
the Transaction" and "--Cabot Noble Buy Back." The Cabot Noble Buy Back was
negotiated directly between supervalu and Phar-Mor over a period of several
months. The negotiations concerned, primarily, purchase price, the form of
consideration, the timing of receipt of consideration, the nature and extent of
registration rights and other related matters. In considering whether or not to
approve the Combination, which contemplates the Cabot Noble Buy Back, the
Boards of ShopKo, Phar-Mor and Cabot Noble were each held to the fiduciary
standards imposed by the states of incorporation of their respective companies.
See "The Transaction--Background of the Transaction." The Boards of ShopKo,
Phar-Mor and Cabot Noble have each approved the Combination, which contemplates
the Cabot Noble Buy Back.     
 
CONDITIONS OF THE TRANSACTION
   
  The obligations of ShopKo and Phar-Mor to consummate the Combination are
subject to numerous conditions, including, among others: (i) obtaining
requisite approval of the Combination Agreement and the Phar-Mor Exchange
(collectively, the "Phar-Mor Plan") by Phar-Mor shareholders and the
Combination Agreement and the ShopKo Exchange (collectively, the "ShopKo Plan")
by ShopKo shareholders, (ii) the holders of not more than 5% of ShopKo Shares
shall have exercised their right under the Minnesota Business Corporation Act
(the "Minnesota Law") to dissent from the ShopKo Plan and to have their ShopKo
Shares appraised and to receive their fair value in cash rather than Cabot
Noble Shares, (iii) obtaining appropriate consents of lenders, debenture
holders and other third parties, (iv) receipt by Cabot Noble of a commitment or
reasonable assurances that it will obtain a minimum of $75 million in third-
party financing (which condition would be satisfied by the consummation of the
Cabot Noble Financing (as defined below in "--Financing")), and (v) receipt of
certain solvency and tax opinions. Such conditions may be waived under certain
circumstances. See "The Transaction--Conditions Precedent to the Transaction."
    
FINANCING
   
  Cabot Noble, ShopKo and Phar-Mor have entered into negotiations with an agent
bank to provide up to $250 million of financing in the form of a syndicated
revolving credit facility (the "Cabot Noble Financing"). The Cabot Noble
Financing will be used for working capital and general corporate purposes. See
"The Transaction--Financing."     
   
  Currently, Phar-Mor has outstanding 11.72% Senior Notes due 2002 in the
aggregate principal amount of approximately $91.5 million (the "Phar-Mor Senior
Notes"). Although Phar-Mor believes that the Transaction does not entitle
holders of the Phar-Mor Senior Notes to cause Phar-Mor to offer to repurchase
such notes, concurrently with the solicitation of proxies hereby, Phar-Mor is
soliciting waivers from such holders of any right they may have to compel Phar-
Mor to offer to repurchase any Phar-Mor Senior Notes as a result of any     
 
                                       8
<PAGE>
 
   
"change in control" resulting from the Transaction. Phar-Mor intends to
complete the solicitation of consents from holders of Phar-Mor Senior Notes
prior to or contemporaneously with the Special Meetings. While receipt of such
waivers is not a condition precedent to the Transaction, the receipt of such
waivers may be required in order to obtain the Cabot Noble Financing. If (i)
such waivers are not received, (ii) it is determined that such holders have
such a right, and (iii) such holders exercise such right, Phar-Mor would be
required to repurchase the Phar-Mor Senior Notes at 101% of their principal
amount plus accrued interest to the date of repurchase. Phar-Mor and/or Cabot
Noble may need to obtain additional financing to repurchase the Phar-Mor Senior
Notes but have no current arrangements to obtain such financing. Although there
can be no assurance that either Phar-Mor or Cabot Noble would be able to obtain
such financing, management of Cabot Noble and Phar-Mor believe that financing
could be arranged by Phar-Mor and/or Cabot Noble to effect any such repurchase
of Phar-Mor Senior Notes, on terms favorable to Cabot Noble and Phar-Mor,
including through the incurrence of other debt by Phar-Mor or Cabot Noble.
However, there can be no assurance that any such additional financing could be
arranged on terms which are as favorable as the terms of the Phar-Mor Senior
Notes.     
 
 
                                      8 1
<PAGE>
 
EFFECTIVE DATE
 
  The ShopKo Exchange and Phar-Mor Exchange will each become effective at such
time as the separate Articles of Exchange to be filed with the Secretary of
State of the State of Minnesota and the Articles of Exchange to be filed in the
Commonwealth of Pennsylvania Department of State, respectively, shall specify
(the "Effective Date"). Such filings are conditioned upon, among other things,
the approval of the ShopKo Plan and the Phar-Mor Plan by the shareholders of
ShopKo and Phar-Mor, respectively. The Effective Date is expected to occur
promptly after the Special Meetings if all other conditions precedent to the
Transaction are satisfied or waived. See "The Transaction."
 
                              THE SPECIAL MEETINGS
 
GENERAL
 
  At ShopKo's special meeting of shareholders, and at any adjournment thereof
(the "ShopKo Special Meeting"), holders of ShopKo Shares will be asked to adopt
and approve the ShopKo Plan, and at Phar-Mor's special meeting of shareholders,
and at any adjournment thereof (the "Phar-Mor Special Meeting" and,
collectively with the ShopKo Special Meeting, the "Special Meetings"), holders
of Phar-Mor Shares will be asked to adopt and approve the Phar-Mor Plan, each
as described in the Combination Agreement attached as Annex A hereto.
 
SHOPKO SPECIAL MEETING AND SHAREHOLDER APPROVAL
 
  A Special Meeting of the shareholders of ShopKo will be held at       ,
       , on        , 1997, at    a.m., local time. Only holders of record of
ShopKo Shares at the close of business on        , 1997 (the "ShopKo Record
Date") will be entitled to notice of and to vote at the ShopKo Special Meeting.
The presence of the holders of a majority of the ShopKo Shares outstanding as
of the ShopKo Record Date, either in person or by proxy, will constitute a
quorum for the purposes of the ShopKo Special Meeting. See "The Special
Meetings."
   
  The affirmative vote of the holders of at least a majority of the outstanding
ShopKo Shares is required to approve and adopt the ShopKo Plan. At the ShopKo
Record Date, there were      ShopKo Shares outstanding, each share entitling
its holder to one vote. As of the date of this Joint Proxy
Statement/Prospectus, supervalu has agreed to vote a number of its ShopKo
Shares equal to approximately 19.9% of the outstanding ShopKo Shares, and has
indicated its intention to vote all of its ShopKo Shares (approximately 46%),
in favor of approval and adoption of the ShopKo Plan. supervalu agreed to vote
19.9% of its outstanding ShopKo Shares in favor of the ShopKo Plan since an
agreement to vote 20% or more of such shares in favor of the ShopKo Plan may
have caused the other parties to the Voting Agreement to be subject to the
Minnesota Control Share Acquisition Act. See "The Transaction--Voting
Agreement." ShopKo directors, officers and other affiliates (other than
supervalu and the ShopKo Profit Sharing and Super Saver Plans) are entitled to
vote in the aggregate approximately  % of the outstanding ShopKo Shares. ShopKo
directors and executive officers entitled to vote outstanding ShopKo Shares
have indicated that they intend to vote all of their ShopKo Shares in favor of
the ShopKo Plan.     
 
RECOMMENDATIONS OF SHOPKO BOARD AND FAIRNESS OPINION
   
  The ShopKo Board, upon the recommendation of its special committee, has
approved the ShopKo Plan and the Combination Agreement and believes the
Transaction, including the ShopKo Exchange, to be in the best interests of
ShopKo shareholders and recommends a vote FOR approval and adoption of the
ShopKo Plan. In arriving at its determination, the ShopKo Board considered a
number of factors, including the opinion of Salomon Brothers, the financial
advisor to ShopKo, that as of the date of such opinion the consideration to be
    
                                       9
<PAGE>
 
   
received by the ShopKo Public Shareholders pursuant to the Combination
Agreement is fair to such holders from a financial point of view. The opinion
only addresses the fairness of the Combination if the actual ShopKo Exchange
Ratio is between 1.895 and 3.140. Salomon Brothers did not opine upon the
fairness of the consideration to the ShopKo Public Shareholders from a
financial point of view if the actual ShopKo Exchange Ratio is below 1.895 or
above 3.140 and the Phar-Mor and ShopKo Boards decide not to terminate the
Combination Agreement. In the event that the actual ShopKo Exchange Ratio
exceeds 3.140 or is less than 1.895, the ShopKo Board will take such steps and
conduct such deliberations as may be necessary, in the exercise of its
fiduciary obligations, to determine whether or not to proceed with the
Combination, and if so, on what terms. In such circumstances, the ShopKo Board
may, among other steps, request that Salomon Brothers render an updated opinion
as to the fairness to the ShopKo Public Shareholders, from a financial point of
view, of the Combination, to reflect the actual ShopKo Exchange Ratio. The
projections used by Salomon Brothers in connection with its fairness opinion
and those used by Jefferies in connection with its fairness opinion were
substantially the same. See Annex G. In connection with the preparation of
Salomon Brothers' fairness opinion, Salomon Brothers reviewed, among other
things, financial information of Phar-Mor about which Phar-Mor's auditors are
unable to provide an unqualified opinion. The written opinion of Salomon
Brothers is reproduced in its entirety as Annex B hereto and holders of ShopKo
Shares are urged to read this opinion carefully and in its entirety for a
description of the procedures followed, assumptions and qualifications made,
and any limitations on the review undertaken by Salomon Brothers. In arriving
at its decision, the ShopKo Board also considered the recommendation of the
special committee of two disinterested directors, Messrs. Eugster and Tyrell
(the "ShopKo Special Committee"), which the ShopKo Board appointed on July 26,
1996 to review a possible business combination with Phar-Mor. During the course
of the ensuing negotiations, the financial and legal advisors to ShopKo
consulted with and took direction from the ShopKo Special Committee. The ShopKo
Special Committee has approved the Combination and recommended that the full
ShopKo Board approve the Combination. See "The Transaction--Background of the
Transaction;" "--Recommendations of ShopKo Board; Reasons for the Transaction;"
and "--ShopKo Fairness Opinion."     
 
PHAR-MOR SPECIAL MEETING AND SHAREHOLDER APPROVAL
 
  A Special Meeting of the shareholders of Phar-Mor will be held at       ,
      , on      , 1997, at    a.m., local time. Only holders of record of Phar-
Mor Shares at the close of business on      , 1997 (the "Phar-Mor Record Date")
will be entitled to notice of and to vote at the Phar-Mor Special Meeting. See
"The Special Meetings."
   
  The affirmative vote of the holders of at least a majority of the Phar-Mor
Shares present in person or by proxy at the Phar-Mor Special Meeting at which a
quorum is present, and entitled to vote thereat, is required to approve and
adopt the Phar-Mor Plan. At the Phar-Mor Record Date, there were      Phar-Mor
Shares outstanding, each entitling its holder to one vote. Except as discussed
below, the presence of the holders of at least a majority of the Phar-Mor
Shares outstanding on the Phar-Mor Record Date, whether present in person or by
properly executed and delivered proxy, will constitute a quorum for the
purposes of the Phar-Mor Special Meeting. Phar-Mor Shareholders are hereby
notified that, in the event the scheduled Phar-Mor Special Meeting is adjourned
for one or more periods aggregating at least 15 days because of the absence of
a quorum, any number of shareholders who attend the adjourned Phar-Mor Special
Meeting, in person or by proxy, as described above, whether or not they
represent less than a majority of the outstanding Phar-Mor Shares, shall
nevertheless constitute a quorum for the purpose of acting on the matters
identified in the Phar-Mor Notice of Special Meeting of Shareholders
accompanying this Joint Proxy Statement/Prospectus. Thus, the Phar-Mor Plan
could be approved by as few as one Phar-Mor shareholder if only one shareholder
attends the adjourned Phar-Mor Special Meeting, in person or by proxy.
Management of Phar-Mor believes that this provision will have little effect on
shareholder rights because of the high likelihood that a substantially greater
number of Phar-Mor Shareholders would attend such an adjourned meeting, in
person or by proxy. The Combination Agreement provides that either the Phar-Mor
Board or the ShopKo Board may terminate the Combination Agreement if the
Effective Date does not occur on or before March 31, 1997. Therefore, based on
the presently scheduled date of the Special Meeting,     
 
                                       10
<PAGE>
 
   
if such meeting were adjourned for the 15 day minimum period required to
utilize the reduced quorum provisions described above, the ShopKo Board and the
Phar-Mor Board would each have the right to terminate the Combination
Agreement. See "Risk Factors--Reduced Quorum Requirement" and "The Special
Meetings--Phar-Mor Record Date; Quorum; Vote Required."     
   
  Robert Haft has agreed to use reasonable efforts to cause Hamilton Morgan,
L.L.C., a Delaware limited liability company ("Hamilton Morgan"), which as of
February 2, 1997 beneficially owned 4,704,033 (or 38.7%) of the outstanding
Phar-Mor Shares, to vote those shares in favor of approval and adoption of the
Phar-Mor Plan. Under the Amended and Restated Limited Liability Company
Agreement of Hamilton Morgan (the "Hamilton Morgan LLC Agreement"), the Phar-
Mor Shares beneficially owned by Hamilton Morgan may not be voted without the
unanimous consent of the members of Hamilton Morgan. As of February 2, 1997,
Robert Haft and his wife, Mary Z. Haft (the "Haft Members"), as tenants by the
entirety, owned 30.2% of the membership interests in Hamilton Morgan and
FoxMeyer Health Corporation, an affiliate of Phar-Mor ("FoxMeyer Health"),
owned 69.8% of such interests. (On      , 1997 FoxMeyer Health changed its name
to Avatex Corporation, but it is referred to herein as FoxMeyer Health.) Robert
Haft is President of Hamilton Morgan. FoxMeyer Health has indicated that it has
not reached a conclusion as to its position on the Transaction. Messrs. Abbey
J. Butler and Melvyn J. Estrin, co-chairmen of the board and co-chief executive
officers of FoxMeyer Health, are directors of Phar-Mor.     
   
  FoxMeyer Health initiated the buy-sell provisions of the Hamilton Morgan LLC
Agreement on December 18, 1996, pursuant to which either FoxMeyer Health or the
Haft Members may acquire all of the membership interests in Hamilton Morgan. On
December 23, 1996, the Haft Members exercised their rights under the Hamilton
Morgan LLC Agreement to seek binding arbitration regarding certain areas of
disagreement between FoxMeyer Health and the Haft Members, including voting
rights with respect to the Phar-Mor Shares beneficially held by Hamilton Morgan
and certain matters relating to FoxMeyer Health's exercise of its buy-sell
rights. Phar-Mor is not able to determine what effect, if any, such matters
will have on the ability of Phar-Mor to consummate the Transaction. See "Risk
Factors--Hamilton Morgan Issues" and "Description of Phar-Mor--Security
Ownership of Certain Beneficial Owners and Management."     
   
  Phar-Mor directors, executive officers and affiliates (other than Hamilton
Morgan, FoxMeyer Health and Messrs. Haft, Butler and Estrin) are entitled to
vote in the aggregate approximately 3.6% of the outstanding Phar-Mor Shares.
All such Phar-Mor directors and executive officers have indicated that they
intend to vote their Phar-Mor Shares in favor of the Phar-Mor Plan.     
 
RECOMMENDATIONS OF PHAR-MOR BOARD AND FAIRNESS OPINION
   
  The Phar-Mor Board has approved the Phar-Mor Plan and the Combination
Agreement and believes the Transaction, including the Phar-Mor Exchange, to be
in the best interests of Phar-Mor shareholders and recommends a vote FOR
approval and adoption of the Phar-Mor Plan. In arriving at its determination,
the Phar-Mor Board considered a number of factors, including the opinion of
Jefferies, the financial advisor to Phar-Mor, as to the fairness of the
consideration to be received by the holders of Phar-Mor Shares in the
Combination from a financial point of view as of the date of such opinion. The
opinion only addresses the fairness of the Combination if the actual ShopKo
Exchange Ratio is between 1.895 and 3.140. Jefferies did not opine upon the
fairness of the consideration to the holders of Phar-Mor Shares from a
financial point of view if the actual ShopKo Exchange Ratio is below 1.895 or
above 3.140 and the Phar-Mor and ShopKo Boards decide not to terminate the
Combination Agreement. In the event that the actual ShopKo Exchange Ratio
exceeds 3.140 or is less than 1.895, the Phar-Mor Board shall take such steps
and conduct such deliberations as may be necessary, in the exercise of its
fiduciary obligations, to determine whether or not to proceed with Combination,
and if so, on what terms. In such circumstances, the Phar-Mor Board may, among
other steps, request that Phar-Mor's financial advisor render an updated
opinion as to the fairness to the Phar-Mor shareholders, from a financial point
    
                                       11
<PAGE>
 
   
of view, of the Combination, to reflect the actual ShopKo Exchange Ratio. The
projections used by Jefferies in connection with its fairness opinion and those
used by Salomon Brothers in connection with its fairness opinion for ShopKo
were substantially the same. See Annex G. The written opinion of Jefferies is
reproduced in its entirety as Annex C hereto and holders of Phar-Mor Shares are
urged to read this opinion carefully and in its entirety for a description of
the procedures followed, assumptions and qualifications made, and any
limitations on the review undertaken by Jefferies. See "The Transaction--
Background of the Transaction;" "--Recommendations of Phar-Mor Board; Reasons
for the Transaction;" "--Phar-Mor Fairness Opinion."     
 
INTERESTS OF MANAGEMENT
   
  In considering the respective recommendations of the ShopKo Board and the
Phar-Mor Board, shareholders of ShopKo and Phar-Mor should be aware that
certain members of ShopKo's and Phar-Mor's management and their respective
Boards have interests in the Transaction that are in addition to the interests
of the shareholders of either ShopKo or Phar-Mor generally. On the Effective
Date, each of Dale P. Kramer, President and Chief Executive Officer of ShopKo,
William J. Podany, Executive Vice President and Chief Operating Officer of
ShopKo, and Jeffrey A. Jones, Senior Vice President and Chief Financial Officer
of ShopKo, will enter into Employment Agreements with ShopKo. In addition, Mr.
Kramer will be appointed to the Cabot Noble Board. Each of these ShopKo
executives also will receive nonqualified stock options pursuant to his
employment agreement. The stock options will permit each such ShopKo executive
to purchase a specified number of Cabot Noble Shares at a per share exercise
price equal to the fair market value of a Cabot Noble Share on the Effective
Date. Mr. Kramer's option is for 175,000 Cabot Noble Shares, and the options of
Messrs. Podany and Jones are each for 112,500 Cabot Noble Shares. The Phar-Mor
Board has approved two-year extensions of the existing employment agreements of
M. David Schwartz, Phar-Mor's President and Chief Operating Officer, and Daniel
J. O'Leary, Phar-Mor's Senior Vice President and Chief Financial Officer, and
has approved a two-year employment agreement with John R. Ficarro, Phar-Mor's
Senior Vice President, General Counsel and Secretary memorializing the current
terms of his employment. Mr. Ficarro and Warren E. Jeffery, Phar-Mor's Senior
Vice President, Store and Pharmacy Operations, are each beneficiaries of a
severance and retention plan approved by the Phar-Mor Board providing for,
among other things, payment of 1.5 years of base salary if their loss of
employment results from the Combination or their election not to relocate to
Green Bay. The Phar-Mor Board also approved the grant, on the Effective Date,
of non-qualified options to purchase up to 100,000 Cabot Noble Shares to each
of Messrs. Schwartz and O'Leary and options to purchase up to 50,000 Cabot
Noble Shares to Mr. Ficarro. The Phar-Mor Board has also approved guaranteed
bonuses for Messrs. Schwartz, O'Leary and Ficarro equal to 60%, 50% and 35%,
respectively, of their base salaries for fiscal year 1997. The Phar-Mor Board
has also approved a guaranteed bonus for Michael K. Spear, Phar-Mor's Senior
Vice President, Marketing and Merchandising, equal to $115,000 for each of
fiscal years 1997 and 1998, in connection with Mr. Spear's employment by Phar-
Mor. In connection with the consummation of the Combination, certain of the
members of the new Cabot Noble Board, which will include certain current
directors and executive officers of Phar-Mor and ShopKo, will receive stock
options to purchase Cabot Noble Shares. See "Description of Cabot Noble--
Director Stock Plan."     
   
  Under Mr. Haft's employment agreement with Phar-Mor, the Combination
constitutes a "change in control" with respect to Phar-Mor, which entitles Mr.
Haft to terminate his employment with Phar-Mor and to consider such a
termination as "Without Cause", thereby giving rise to certain rights as
described herein. See "Employment Contracts and Termination of Employment and
Change of Control Agreements." In addition, it also would be considered a
"change in control" under Mr. Haft's employment agreement giving rise to these
rights if Mr. Haft were "involuntarily" no longer a member of Hamilton Morgan,
including as a result of a sale of his interest pursuant to the exercise of the
buy-sell provision under the Hamilton Morgan LLC Agreement, provided that Mr.
Haft did not trigger the buy-sell provision. Phar-Mor has calculated that the
payment to which Mr. Haft would be entitled if his employment were to terminate
under these conditions includes approximately     
 
                                       12
<PAGE>
 
   
$5.3 million in salary, bonus and benefits, depending upon date of termination,
plus a long-term incentive payout that cannot be calculated at this time.
Certain components of the formula for determination of the long term
performance payout are currently not determinable or subject to differing
interpretations; however, subject to a variety of assumptions and
interpretations the amount of the long term performance payout could range from
$0 to approximately $7 million. Additionally, Mr. Haft is entitled to be
reimbursed for any federal income tax resulting from an "excess parachute
payment" within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended ("the Code"), which reimbursement could range from $0 to
approximately $6.7 million. Mr. Haft has indicated to the Phar-Mor Board that
he would consider an "amicable" termination of his Phar-Mor employment
agreement under certain conditions, including his employment as Cabot Noble's
Chairman and Chief Executive Officer pursuant to an employment agreement
between Cabot Noble and Mr. Haft. The terms of any employment agreement between
Cabot Noble and Mr. Haft remain to be negotiated. It is possible that
compensation payable to Mr. Haft under an employment agreement with Cabot Noble
may be greater than his current compensation under his Phar-Mor employment
agreement. If such amicable termination is reached, or occurs, it is unclear
what impact such resolution would have on Phar-Mor. See "Risk Factors--
Dilution; Control of Cabot Noble," "--Interests of Management" and "--Hamilton
Morgan Issues," "Cabot Noble Unaudited Pro Forma Consolidated Financial
Statements," "Description of ShopKo--Severance Agreements," "Description of
Phar-Mor--Security Ownership of Certain Beneficial Owners and Management" and
"--Employment Contracts and Termination of Employment and Change-in-Control
Arrangements" and "Certain Transactions."     
 
                        OTHER SIGNIFICANT CONSIDERATIONS
 
TRANSACTION COSTS
   
  Anticipated non-recurring charges to Cabot Noble as a result of the
Transaction are estimated at between $31 million and $34 million. This includes
transaction costs to be paid by Phar-Mor of approximately $4.5 million and
$500,000 related to investment banking fees and legal, accounting and other
transaction fees, respectively, and a termination fee of up to $1 million
associated with the intended termination by Phar-Mor of its headquarters lease
in Youngstown, Ohio in connection with the relocation of Phar-Mor's corporate
staff to Green Bay, Wisconsin. The total also includes non-recurring costs to
be paid by ShopKo of between $26 million and $29 million related to employment
costs, inventory reserves and the write-off of computer equipment to be
upgraded. See "Certain Forward-Looking Information."     
 
DISSENTERS' RIGHTS
   
  Holders of ShopKo Shares who dissent from the ShopKo Plan and follow certain
statutory procedures have the right under Minnesota Law to demand payment in
cash for the fair value of their ShopKo Shares, calculated as of the day prior
to the Effective Date, in lieu of Cabot Noble Shares. See "The Special
Meetings-- Dissenters' Rights" and Annex D hereto which sets forth the text of
the applicable sections of the Minnesota Law. Holders of Phar-Mor Shares are
not entitled to dissenters' rights in connection with the Transaction.     
 
EFFECT OF THE TRANSACTION; MANAGEMENT AND OPERATIONS OF CABOT NOBLE
   
  Upon consummation of the Combination, ShopKo and Phar-Mor will become wholly
owned subsidiaries of Cabot Noble. The executive officers of ShopKo will remain
unchanged, but each current member of the ShopKo Board will be required to
resign effective as of the Effective Date. It is anticipated that the executive
officers of Phar-Mor will remain unchanged and, from and after the Effective
Date, Cabot Noble will have exclusive authority to appoint the Phar-Mor Board
and the ShopKo Board. Certain officers of Phar-Mor and ShopKo will     
 
                                       13
<PAGE>
 
   
become officers of Cabot Noble at the Effective Date. Phar-Mor and ShopKo have
discussed changes in the executive management of Cabot Noble and its operating
subsidiaries, but have not reached agreement on such changes. As of the
Effective Date, the Cabot Noble Board will consist of the (i) six current
members of the Phar-Mor Board, (ii) an additional independent director
designated by the Phar-Mor Board with the approval of the independent members
of the ShopKo Board, (iii) Dale P. Kramer, the chief executive officer of
ShopKo, and (iv) two individuals, at least one of whom will be an independent
director, designated by the ShopKo Board and approved by the independent
members of the Phar-Mor Board. The Cabot Noble Board will be classified into
three classes of approximately equal size.     
          
LISTING     
   
  The Cabot Noble Shares have been approved for trading on the NYSE, subject to
official notice of issuance, and the Cabot Noble Warrants have been approved
for quotation on the Nasdaq Small Cap Market.     
 
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
 
  The obligations of ShopKo and Phar-Mor to consummate the Combination are
subject to the receipt by ShopKo and Phar-Mor of opinions of counsel to the
effect that each of the ShopKo Exchange and the Phar-Mor Exchange will be
treated for federal income tax purposes as tax-free transfers of property to
Cabot Noble by the holders of Phar-Mor Shares and ShopKo Shares, to the extent
such holders receive Cabot Noble Shares in the Combination. See "Certain United
States Federal Income Tax Consequences."
 
TREATMENT OF OPTIONS AND WARRANTS
 
  The Combination Agreement provides that all outstanding options and warrants
to purchase Phar-Mor Shares and ShopKo Shares will be converted at the
Effective Date into options or Cabot Noble Warrants, respectively, to purchase
Cabot Noble Shares, at the same aggregate exercise prices and on the same terms
and conditions as such outstanding options or warrants currently provide. Phar-
Mor currently has outstanding warrants to purchase a total of 1,250,000 Phar-
Mor Shares at an exercise price of $13.50 per share, which warrants will be
converted pursuant to the Phar-Mor Exchange into Cabot Noble Warrants to
purchase the same number of Cabot Noble Shares at the same exercise price per
share. Society National Bank, which serves as warrant agent for the Phar-Mor
warrants, will serve as the warrant agent for the Cabot Noble Warrants. Phar-
Mor currently has outstanding options to purchase a total of 1,358,617 Phar-Mor
Shares at exercise prices ranging from $7.06 to $8.00 per share. ShopKo
currently has outstanding options to purchase a total of 2,650,418 ShopKo
Shares at exercise prices ranging from $10.00 to $16.25 per share. The number
of Cabot Noble Shares issuable upon exercise of the converted options or
warrants will equal the number of shares presently issuable upon exercise of
such outstanding options or warrants multiplied by one, in the case of
converted outstanding Phar-Mor options and warrants, or the ShopKo Exchange
Ratio, in the case of converted outstanding ShopKo options. See "Description of
Cabot Noble--Stock Incentive Plan" and "Description of Capital Stock of Cabot
Noble--Warrants."
 
TERMINATION; BREAK-UP FEE
 
  The Combination Agreement may be terminated and the Transaction may be
abandoned at any time prior to the Effective Date (notwithstanding any approval
of the ShopKo Plan or the Phar-Mor Plan by the shareholders of either of ShopKo
or Phar-Mor) (i) by mutual written consent of ShopKo and Phar-Mor; (ii) by
either ShopKo or Phar-Mor if the Combination has not been consummated by March
31, 1997; (iii) by Phar-Mor if the ShopKo Exchange Ratio is greater than 3.140,
unless ShopKo otherwise agrees that the ShopKo Exchange Ratio shall be set at
3.140; (iv) by ShopKo if the ShopKo Exchange Ratio is less than 1.895, unless
Phar-Mor otherwise agrees that the ShopKo Exchange Ratio shall be set at 1.895;
or (v) by either Phar-Mor and/or ShopKo upon the occurrence of certain other
conditions. See "The Transaction--Termination; Break-up Fee."
 
 
                                       14
<PAGE>
 
  In the event of a termination of the Combination Agreement which does not
result from a material breach thereof by either ShopKo or Phar-Mor, each party
will bear its respective expenses and legal fees except for expenses, fees and
other costs incurred in connection with that portion of the Cabot Noble
Financing required to finance the Cabot Noble Buy Back, which costs shall be
borne 75% by ShopKo and 25% by Phar-Mor.
 
  If the Combination Agreement is terminated because of a material breach
thereof by ShopKo or Phar-Mor, the party in breach shall reimburse the other
party for up to $500,000 of the expenses incurred by the other in connection
with the Transaction. In certain circumstances, including a potential business
combination with a third party, if the Combination Agreement is terminated,
Phar-Mor or ShopKo shall pay to the other a "break-up" fee of $3 million, if
paid by Phar-Mor, or $15 million, if paid by ShopKo, plus an amount equal to up
to $500,000 of expenses incurred in connection with the Transaction. See "The
Transaction--Termination; Break-up Fee."
   
  As of February 14, 1997, ShopKo and Phar-Mor have incurred approximately $1.2
million and $2.3 million, respectively, in expenses related to the Transaction.
Phar-Mor management believes that approximately $1.8 million of the $2.3
million in Transaction expenses are "common" expenses and should be shared on
an equitable basis with ShopKo. Although the parties have not reached agreement
on the specific allocation of these Transaction expenses, the parties are
currently negotiating a cost-sharing arrangement with respect to these
expenses, which would include reimbursement by ShopKo to Phar-Mor of certain of
these Transaction expenses paid or incurred to date.     
          
       OVERVIEW OF THE CABOT NOBLE PRO FORMA GEOGRAPHIC COMPOSITION     
 
<TABLE>   
<CAPTION>
STATE                             STORES
- -----                             ------
<S>         <C>                   <C>
Alabama          (Phar-Mor)          1
California        (ShopKo)           1
Colorado    (ShopKo and Phar-Mor)    5
Florida          (Phar-Mor)          5
Georgia          (Phar-Mor)          3
Idaho             (ShopKo)           8
Illinois    (ShopKo and Phar-Mor)    7
Indiana          (Phar-Mor)          3
Iowa        (ShopKo and Phar-Mor)    5
Kansas           (Phar-Mor)          2
Kentucky         (Phar-Mor)          1
Michigan          (ShopKo)           4
Minnesota         (ShopKo)          13
Missouri         (Phar-Mor)          1
Montana           (ShopKo)           5
</TABLE>    
<TABLE>   
<CAPTION>
STATE                                 STORES
- -----                                 ------
<S>             <C>                   <C>
Nebraska              (ShopKo)          11
Nevada                (ShopKo)           3
North Carolina       (Phar-Mor)          9
Ohio                 (Phar-Mor)         15
Oklahoma             (Phar-Mor)          1
Oregon                (ShopKo)           4
Pennsylvania         (Phar-Mor)         34
South Carolina       (Phar-Mor)          4
South Dakota          (ShopKo)           6
Utah                  (ShopKo)          15
Virginia             (Phar-Mor)         11
Washington            (ShopKo)          10
West Virginia        (Phar-Mor)          4
Wisconsin       (ShopKo and Phar-Mor)   42
</TABLE>    
 
                                       15
<PAGE>
 
    SELECTED HISTORICAL AND PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL DATA
       
  The following Cabot Noble selected pro forma consolidated financial data
presents the estimated effects of (i) the Combination and (ii) the Cabot Noble
Buy Back. The pro forma balance sheet data assumes that these events occurred
on November 2, 1996 and the pro forma income statement data assumes that these
events occurred on February 4, 1995. The summary pro forma consolidated
financial data should be read in conjunction with the Cabot Noble unaudited pro
forma condensed consolidated financial statements and accompanying notes,
together with the historical financial statements, including notes thereto, and
other financial information of Cabot Noble, ShopKo and Phar-Mor, including the
separate ShopKo and Phar-Mor "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Capitalization", included elsewhere
in this Joint Proxy Statement/Prospectus.
 
      CABOT NOBLE SELECTED PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL DATA
                      (In millions, except per share data)
 
<TABLE>   
<CAPTION>
                                                     THIRTY-
                                                    NINE WEEKS
                                                      ENDED    FIFTY-TWO WEEKS
                                                     NOVEMBER       ENDED
                                                     2, 1996   FEBRUARY 3, 1996
                                                    ---------- ----------------
<S>                                                 <C>        <C>
Pro Forma Statement of Operations
 Net sales.........................................  $2,371.8      $3,019.7
 Income from operations............................      48.5         124.6
 Net earnings......................................       3.6          36.5
 Earnings per share................................      0.05          0.51
 Weighted average number of common shares outstand-
  ing..............................................    71,183        71,010
<CAPTION>
                                                      AS OF
                                                     NOVEMBER
                                                     2, 1996
                                                    ----------
<S>                                                 <C>        <C>
Pro Forma Balance Sheet
 Working capital...................................  $  128.3
 Total assets......................................   1,511.3
 Long-term obligations.............................     556.4
 Shareholders' equity..............................     272.9
</TABLE>    
 
                                       16
<PAGE>
 
                      SELECTED CONSOLIDATED FINANCIAL DATA
 
  The following selected consolidated financial data of ShopKo and its
subsidiaries and Phar-Mor and its subsidiaries, respectively, should be read in
conjunction with the consolidated financial statements, including the notes
thereto of ShopKo and Phar-Mor appearing elsewhere herein.
 
                  SHOPKO SELECTED CONSOLIDATED FINANCIAL DATA
                        (In millions, except share data)
 
<TABLE>
<CAPTION>
                                YEAR TO DATE                              FISCAL YEAR ENDED
                          ------------------------ ----------------------------------------------------------------
                           (40 WEEKS)  (40 WEEKS)   (52 WEEKS)   (52 WEEKS)   (52 WEEKS)   (52 WEEKS)   (53 WEEKS)
                          NOVEMBER 30, DECEMBER 2, FEBRUARY 24, FEBRUARY 25, FEBRUARY 26, FEBRUARY 27, FEBRUARY 29,
                              1996        1995         1996         1995         1994         1993         1992
                          ------------ ----------- ------------ ------------ ------------ ------------ ------------
<S>                       <C>          <C>         <C>          <C>          <C>          <C>          <C>
Net sales...............     $1,701      $1,470       $1,968       $1,853       $1,739       $1,683       $1,648
Gross margin............        391         370          501          488          453          457          452
Income from operations..         59          56           97           91           74          100           98
Net earnings............         21          17           38           38           32           50           50
Earnings per share......        .64         .54         1.20         1.18         1.00         1.56         1.55
Cash dividends declared
 per share..............        .22         .33          .44          .44          .44          .44          .11
Weighted average number
 of common shares
 outstanding (000s).....     32,073      32,005       32,005       32,014       32,001       32,000       32,000(1)
Working capital.........     $  220      $  204       $  215       $  187       $  119       $   82       $   79
Total assets............      1,241       1,156        1,118        1,110          953          792          706
Long-term debt..........        415         413          415          414          310          209           11
Shareholders' equity....        436         404          422          397          374          355          320
</TABLE>
- --------
(1)Represents the total number of ShopKo Shares outstanding upon completion of
   the initial public offering in October, 1991.
 
                PHAR-MOR SELECTED CONSOLIDATED FINANCIAL DATA(1)
                      (In millions, except per share data)
 
<TABLE>   
<CAPTION>
                                  SUCCESSOR PHAR-MOR                  PREDECESSOR PHAR-MOR
                          ---------------------------------- -----------------------------------------
                            26 WEEKS     17 WEEKS   43 WEEKS   9 WEEKS    52 WEEKS  53 WEEKS  39 WEEKS
                             ENDED        ENDED      ENDED      ENDED      ENDED     ENDED     ENDED
                          DECEMBER 28, DECEMBER 30, JUNE 29, SEPTEMBER 2, JULY 1,   JULY 2,   JUNE 26,
                              1996         1995       1996       1995       1995      1994      1993
                          ------------ ------------ -------- ------------ --------  --------  --------
<S>                       <C>          <C>          <C>      <C>          <C>       <C>       <C>
Net sales...............     $555.5       $357.2     $874.3     $182.0    $1,412.7  $1,852.2  $1,434.3
Income (loss) from
 continuing operations..       (2.7)         3.7        2.5      (10.4)      (53.1)   (142.8)    (82.2)
Income (loss) per share
 from continuing
 operations.............       (.23)         .30        .21       (.19)       (.98)    (2.64)    (1.52)
 
<CAPTION>
                             AS OF        AS OF      AS OF      AS OF      AS OF     AS OF     AS OF
                          DECEMBER 28, DECEMBER 30, JUNE 29, SEPTEMBER 2, JULY 1,   JULY 2,   JUNE 26,
                              1996         1995       1996       1995       1995      1994      1993
                          ------------ ------------ -------- ------------ --------  --------  --------
<S>                       <C>          <C>          <C>      <C>          <C>       <C>       <C>
Total assets............     $394.3       $402.1     $363.5     $390.2    $  531.3  $  680.1  $  861.0
Long-term debt & capital
 leases.................      145.3        154.2      149.2      151.0         --        --        --
Liabilities subject to
 settlement.............        --           --         --         --      1,155.0   1,182.1   1,253.0
</TABLE>    
- --------
   
(1) Phar-Mor emerged from bankruptcy in September 1995. In accordance with
    fresh-start reporting, reorganization value was used to record the assets
    and liabilities of Phar-Mor at September 2, 1995 (the "Fresh Start Date").
    Accordingly, the selected consolidated financial data as of December 28,
    1996, December 30, 1995, June 29, 1996 and September 2, 1995 and for the 26
    weeks ended December 28, 1996, the 17 weeks ended December 30, 1995, and
    the 43 weeks ended June 29, 1996, are not comparable in material respects
    to such data for prior periods. Furthermore, Phar-Mor's results of
    operations for periods prior to the Fresh Start Date are not necessarily
    indicative of results of operations that may be achieved in the future.
        
                                       17
<PAGE>
 
                            COMPARATIVE STOCK PRICES
   
  The following table represents market price per share data for ShopKo and
Phar-Mor on September 6, 1996, the last trading day preceding the public
announcement of the proposed Transaction, and on February  , 1997.     
 
<TABLE>   
<CAPTION>
                                           HISTORICAL MARKET
                                            VALUE PER SHARE    EQUIVALENT MARKET
                                         --------------------- VALUE PER SHOPKO
                                         PHAR-MOR(1) SHOPKO(2)     SHARE(3)
                                         ----------- --------- -----------------
<S>                                      <C>         <C>       <C>
September 6, 1996.......................  $8.125(4)   $16.25        $18.00
February  , 1997........................
</TABLE>    
- --------
(1) The market value of the Phar-Mor Shares is the closing sales price per
    share quoted on the Nasdaq-NMS on the dates indicated.
(2) The market value of the ShopKo Shares is the closing sales price per share
    as reported on the NYSE Composite Tape on the dates indicated.
(3) The equivalent market value per ShopKo Share represents the closing sales
    price for Phar-Mor Shares on the dates indicated multiplied by the ShopKo
    Exchange Ratio, assuming that the Average Closing Price equals the closing
    sales price for Phar-Mor Shares on such dates.
(4) Represents the last sales price per share quoted on the Nasdaq-NMS on
    September 5, 1996. No sales of Phar-Mor Shares occurred on the Nasdaq-NMS
    on September 6, 1996 (the last trading day immediately preceding the public
    announcement of the Transaction).
 
                              RECENT DEVELOPMENTS
   
SHOPKO--RECENT SALES     
   
  December Sales. ShopKo consolidated sales for the five weeks ended January 4,
1997 increased 27.1% to $355.4 million from $279.6 million during the same
period last year. Consolidated comparable sales for December 1996 increased
26.2%. Consolidated comparable sales are based upon those facilities (both
store and non-store) which were open for the entire preceding fiscal year.
Comparable retail store sales for December increased 14.8%. ShopKo's business
is seasonal with a substantial amount of its earnings occurring in the third
and fourth quarters.     
 
                CONSOLIDATED SALES SUMMARY (DOLLARS IN MILLIONS)
 
<TABLE>   
<CAPTION>
                                            5 WEEKS ENDED     PERCENTAGE CHANGE
                                        --------------------- -------------------
                                        JANUARY 4, JANUARY 6,
   BUSINESS SEGMENTS                       1997       1996    TOTAL  COMP. STORES
   -----------------                    ---------- ---------- -----  ------------
   <S>                                  <C>        <C>        <C>    <C>
   General Merchandise.................   $271.9     $232.8   16.8%      16.0%
   Health Services.....................     83.5       46.8   78.4       76.4
                                          ------     ------   ----       ----
   Consolidated........................   $355.4     $279.6   27.1%      26.2%
</TABLE>    
          
  January Sales. ShopKo consolidated sales for the four weeks ended February 1,
1997 increased 32.0% to $149.9 million from $113.6 million during the same
period last year. Consolidated comparable sales for January 1997 increased
30.5%. Consolidated comparable sales are based upon those facilities (both
store and non-store) which where open for the entire preceding fiscal year.
Comparable retail store sales for January increased 14.5%.     
                
             CONSOLIDATED SALES SUMMARY (DOLLARS IN MILLIONS)     
 
<TABLE>   
<CAPTION>
                                           4 WEEKS ENDED      PERCENTAGE CHANGE
                                      ----------------------- -------------------
                                      FEBRUARY 1, FEBRUARY 3,
   BUSINESS SEGMENTS                     1997        1996     TOTAL  COMP. STORES
   -----------------                  ----------- ----------- -----  ------------
   <S>                                <C>         <C>         <C>    <C>
   General Merchandise...............   $ 85.1      $ 71.9    18.4%      17.1%
   Health Services...................     64.8        41.7    55.4       53.3
                                        ------      ------    ----       ----
   Consolidated......................   $149.9      $113.6    32.0%      30.5%
</TABLE>    
 
                                       18
<PAGE>
 
   
PHAR-MOR--JANUARY SALES     
   
  COMPARABLE STORES SALES. Comparable store sales for the five weeks ended
February 1, 1997 increased 8.2% to $98.7 million from $91.2 million for the
same period last year. Comparable store sales are based on those stores (102)
which were open more than one year as of the beginning of the period. The
comparable stores increases for the five week period, by product category, were
as follows:     
 
<TABLE>   
<CAPTION>
                                                         PERCENTAGE OF INCREASE
                                                            FOR THE 5 WEEKS
                                                         ENDED FEBRUARY 1, 1997
                                                          COMPARED TO THE SAME
                                                            PERIOD LAST YEAR
                                                         ----------------------
   <S>                                                   <C>
   Drug Store:
    Includes health & beauty care products, cosmetics,
     greeting cards, seasonal goods and other general
     merchandise.......................................            4.6%
   Consumables:
    Includes grocery, snacks, beer, wine, tobacco and
     soft drinks.......................................           12.2%
   Pharmacy:
    Includes prescription drugs........................           10.9%
   Video, music and video rentals......................            3.2%
   Total...............................................            8.2%
</TABLE>    
   
  TOTAL SALES AND NEW STORE. Total sales increased 9.0% for the five weeks
ended February 1, 1997 compared to the same period last year. Phar-Mor opened a
new store in Oxford Valley, Pennsylvania (a Philadelphia, Pennsylvania suburb)
on December 1, 1996. This is the first new store opened by Phar-Mor since
September of 1992.     
 
<TABLE>   
<CAPTION>
                                                FOR THE 5 WEEKS ENDED
                                     -------------------------------------------
                                                (DOLLARS IN MILLIONS)
                                     FEBRUARY 1, 1997 FEBRUARY 3, 1996 %INCREASE
                                     ---------------- ---------------- ---------
   <S>                               <C>              <C>              <C>
   Comparable Stores................      $98.7            $91.2         8.2%
   New Stores.......................        0.7              --           N/M
                                          -----            -----         ----
                                          $99.4            $91.2         9.0%
                                          -----            -----         ----
</TABLE>    
- --------
  N/M--Not meaningful
 
                                       19
<PAGE>
 
                                 RISK FACTORS
 
  Before voting on the ShopKo Plan or the Phar-Mor Plan, holders of ShopKo
Shares and Phar-Mor Shares should carefully read this entire Joint Proxy
Statement/Prospectus and the Annexes hereto and should give particular
attention to the following considerations.
 
COMPETITION
   
  The discount retail merchandise business generally, and the discount retail
drugstore business in particular, are highly competitive and subject to excess
capacity. Certain competitors of ShopKo and Phar-Mor are much larger than
Cabot Noble and have substantially greater resources than ShopKo and Phar-Mor.
The competition for customers has intensified in recent years as larger
competitors, such as Wal-Mart, Kmart, Target and Walgreen's, have moved into
ShopKo's and/or Phar-Mor's geographic markets. In addition, stores recently
opened by ShopKo have been less successful than established stores as a result
of competitive pressures from larger national retail chains and the difficulty
in attracting a sufficient customer base in new market areas. Although ShopKo
has performed well notwithstanding this intensified competition, and
management of Cabot Noble believes that the Transaction will give both ShopKo
and Phar-Mor the ability to compete more effectively in the market for
discount merchandise and prescription sales, there is no assurance that either
ShopKo or Phar-Mor will be able to compete successfully.     
 
  The prescription benefit management industry is dynamic, growing and very
competitive. ProVantage competes for health services clients with a number of
prescription benefit management companies including PCS Health Systems, Inc.
(a subsidiary of Eli Lilly and Co.), Merck-Medco Managed Care, Inc. (a
subsidiary of Merck & Co., Inc.), Express Scripts, Inc., Caremark
International, Inc. (a subsidiary of Med Partners, Inc.), TDI, Inc. (a
subsidiary of Thrift Drug Company, Inc.), Value RX (a subsidiary of Value
Health, Inc.), and Diversified Pharmaceutical Services, Inc. (a subsidiary of
SmithKline Beecham), many of which are substantially larger than ProVantage
and each of which has considerable resources.
 
LIMITED OPERATING HISTORY OF REORGANIZED PHAR-MOR
   
  Phar-Mor emerged from bankruptcy in September 1995 and, therefore, has a
limited history of operations as a reorganized company. Since that time, Phar-
Mor's management has implemented a number of new operational strategies, many
of which only recently have begun to have an impact on Phar-Mor's results of
operations. For the fiscal year ended June 29, 1996, Phar-Mor reported
revenues of approximately $1.1 billion, with pro forma net income of
approximately $3.3 million, or $0.27 per Phar-Mor Share. Phar-Mor incurred a
net loss for the quarter ended June 29, 1996 of $2.7 million or $0.22 per
Phar-Mor Share. For the twenty-six weeks ended December 28, 1996, Phar-Mor
reported revenues of $555.5 million, with a net loss of $2.7 million or $0.23
per Phar-Mor Share. There is no assurance that Phar-Mor will be profitable or
generate earnings.     
 
COMBINATION OF RETAIL OPERATIONS; REALIZATION OF SYNERGIES
   
  The management of ShopKo and Phar-Mor each believes that Cabot Noble will be
able to integrate the geographically and operationally diverse businesses of
ShopKo and Phar-Mor in a beneficial and profitable manner. However, the
operations and management of ShopKo and Phar-Mor are different, and Cabot
Noble may incur costs or encounter other challenges not currently anticipated
which may negatively affect its prospects. In addition, there can be no
assurance that Cabot Noble will realize in whole or in part the anticipated
synergies and cost savings reflected in the pro forma financial statements or
the "Certain Forward-Looking Information" or "Cabot Noble Business Strategy"
sections. Among the factors which may cause Cabot Noble not to realize in
whole or in part the anticipated benefits of the Combination could be (i)
lower than anticipated savings from combined purchasing activities; (ii)
higher than anticipated costs of integrating the operations of the two
entities; (iii) greater than anticipated problems in cross-merchandising; (iv)
lower than anticipated savings from combining distribution facilities; and (v)
lower than anticipated savings from administrative efficiencies.     
 
                                      20
<PAGE>
 
LEVERAGE
   
  Phar-Mor and ShopKo have incurred a significant amount of debt in connection
with the remodeling of Phar-Mor and ShopKo stores, construction of new ShopKo
stores, and operation of their respective businesses. In connection with the
Transaction, Cabot Noble intends to complete negotiations, finalize
documentation and consummate the Cabot Noble Financing. Such arrangements, and
certain other obligations of Cabot Noble and its subsidiaries, as they are
expected to exist after consummation of the Transaction, are described in "The
Transaction--Financing." The degree to which ShopKo and Phar-Mor are leveraged
could have adverse effects on Cabot Noble, including the following: (i) the
ability of Cabot Noble to obtain additional financing may be impaired, (ii) a
substantial portion of cash flow from operations must be dedicated to the
payment of the principal of and interest on debt, (iii) the existing
indebtedness of Phar-Mor restricts the distribution of dividends to
shareholders, including Cabot Noble after the Combination, and (iv) the
leverage may make Cabot Noble more vulnerable to economic downturns and may
limit its ability to withstand competitive pressures and any adverse changes
in government regulation. See "ShopKo Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources," "Phar-Mor Management's Discussion and Analysis of Financial
Condition and Results of Operations--Financial Condition and Liquidity," and
"The Transaction--Financing."     
 
INTERESTS OF MANAGEMENT
   
  In considering the recommendations of the ShopKo Board and the Phar-Mor
Board with respect to the Combination, shareholders of ShopKo and Phar-Mor
should be aware that certain members of ShopKo's and Phar-Mor's management and
their respective Boards, including individuals who are or will be directors
and executive officers of Cabot Noble, have certain interests in the
Transaction in addition to the interests of ShopKo and Phar-Mor shareholders
generally. In addition, certain members of ShopKo's and Phar-Mor's management
and their respective Boards are, or as of the Effective Date will be,
directors and/or executive officers of Cabot Noble. See "Description of Cabot
Noble--Directors and Executive Officers." For a discussion of certain matters
relating to the employment and compensation of the directors and executive
officers of ShopKo and Phar-Mor who will become officers and/or directors of
Cabot Noble, see "Description of Cabot Noble--Management Compensation,"
"Description of Cabot Noble--Employment Contracts" and "Certain Transactions."
    
TRADING MARKET FOR CABOT NOBLE SHARES
   
  Cabot Noble expects that there will be a reasonable trading market in Cabot
Noble Shares, but there can be no assurance that such a market will develop or
be sustained. The ShopKo Shares are currently listed and traded on the NYSE,
and the Phar-Mor Shares are currently traded on the Nasdaq-NMS. The Cabot
Noble Shares have been approved for trading on the NYSE, subject to official
notice of issuance. After the Effective Date, the market price of Cabot Noble
Shares could be subject to significant fluctuations in response to various
factors and events, including the depth and liquidity of the market for Cabot
Noble Shares, variations in Cabot Noble's operating results, litigation, or
new statutes or regulations, or changes in the interpretations of existing
statutes and regulations, affecting the retail discount drugstore, general
merchandise and health services industries.     
 
HOLDING COMPANY STRUCTURE; RELIANCE ON SUBSIDIARIES FOR DIVIDENDS
 
  Cabot Noble will be a holding company, the principal assets of which will be
its subsidiaries, ShopKo and Phar-Mor. As a holding company, Cabot Noble's
internal sources of funds to meet its cash needs, including payment of
expenses, are dividends and other permitted payments from its direct and
indirect subsidiaries, as well as its own credit arrangements. The ability of
Cabot Noble's operating subsidiaries to pay dividends or make other payments
to Cabot Noble is expected to be restricted by the terms of various credit
arrangements entered into by such operating subsidiaries, as well as statutory
and other legal restrictions, and such payments would restrict Cabot Noble's
ability to utilize cash flow from one subsidiary to satisfy working capital
needs of another subsidiary and could otherwise have a material adverse effect
upon Cabot Noble's business, financial condition and results of operations.
See "--Dividends."
 
                                      21
<PAGE>
 
DIVIDENDS
   
  While Cabot Noble may, in the future, determine to pay dividends, it is
expected that, for the foreseeable future, Cabot Noble will retain all future
earnings, if any, for the growth and expansion of its business and not declare
or pay dividends. The declaration and payment of future dividends on Cabot
Noble Shares depends upon the income, financial condition and capital and cash
requirements of Cabot Noble, restrictions on dividends under applicable law
and imposed by existing and future credit facilities and other borrowings,
including the Cabot Noble Financing. Accordingly, there can be no assurance
that dividends on Cabot Noble Shares will be declared or paid in the future
nor any assurances as to amounts or timing of any such dividends. Thus,
holders of the ShopKo Shares will, as a result of the Combination, exchange
their investments in securities that have been paying, or may be able to pay,
cash dividends for an investment in securities with respect to which no
dividends or other distributions are anticipated. ShopKo has agreed not to
declare or pay any cash dividends on the ShopKo Shares following the regular
quarterly cash dividend of $0.11 per ShopKo Share paid on September 15, 1996.
At the present time, covenants governing the existing indebtedness of Phar-Mor
restrict the payment of dividends on Phar-Mor Shares. Following the
consummation of the Transaction, such covenants would continue to restrict
Phar-Mor's ability to pay dividends to Cabot Noble which, in turn, may affect
the amount of dividends which Cabot Noble could pay to its shareholders.
Additionally, currently proposed terms for the Cabot Noble Financing would
impose restrictions on Cabot Noble's ability to pay dividends to its
shareholders. See "Description of Capital Stock of Cabot Noble," "Market Price
and Dividend Data" and "The Transaction--Financing."     
 
DILUTION; CONTROL OF CABOT NOBLE
   
  Immediately following the consummation of the Transaction, Cabot Noble's
officers and directors and their affiliates will beneficially own in the
aggregate approximately 7.4% of the outstanding Cabot Noble Shares, excluding
Cabot Noble Shares subject to options that will be granted upon consummation
of the Transaction as described in "Description of Cabot Noble--Stock
Incentive Plan" and "Description of Cabot Noble--Director Stock Plan."
Pursuant to the employment agreements described below in "Certain
Transactions," Messrs. Kramer, Podany, and Jones will receive nonqualified
stock options which will permit such individuals to purchase a specified
number of Cabot Noble Shares at a per share exercise price equal to the fair
market value of a Cabot Noble Share on the Effective Date. Mr. Kramer's option
is for 175,000 Cabot Noble Shares, and the options of each of Messrs. Podany
and Jones are for 112,500 Cabot Noble Shares. Each of the options will vest in
one-third increments on each of the first, second and third anniversaries of
the option grant, unless the individual is terminated without cause or leaves
ShopKo's employ for Good Reason (as defined in the employment agreements), in
which case the relevant option would vest immediately. The Phar-Mor Board has
approved the grant, on the Effective Date, of non-qualified options to
purchase up to 100,000 Cabot Noble Shares to each of Messrs. Schwartz and
O'Leary and non-qualified options to purchase 50,000 Cabot Noble Shares to Mr.
Ficarro. Additionally, Cabot Noble intends to grant options to purchase
approximately 1,000,000 Cabot Noble Shares to its executives and managers
pursuant to the Stock Incentive Plan described below (see "Description of
Cabot Noble--Stock Incentive Plan"), in addition to the Cabot Noble options
which will be outstanding at the Effective Date upon conversion of existing
ShopKo and Phar-Mor options. The Cabot Noble options will entitle their
holders to acquire a number of Cabot Noble Shares equal in the aggregate to
approximately 12.7% of the Cabot Noble Shares which will be outstanding
following the Cabot Noble Buy Back. Currently outstanding ShopKo options and
Phar-Mor options entitle their holders to acquire up to 8.2% and 2.4% of the
currently outstanding ShopKo Shares and Phar-Mor Shares, respectively.     
   
  Upon consummation of the Transaction, assuming that the ShopKo Exchange
Ratio is 3.14, the former ShopKo Public Shareholders will own approximately
76.5%, supervalu will own approximately 6.5%, and former Phar-Mor shareholders
will own approximately 17.0% of the outstanding Cabot Noble Shares. See Annex
E.     
   
  Given the relatively high percentage ownership interests of supervalu and
Cabot Noble's officers and directors, supervalu and Cabot Noble's officers and
directors may be able to influence the outcome of     
 
                                      22
<PAGE>
 
stockholder votes on various matters, including the election of directors,
extraordinary corporate transactions and certain business combinations.
 
  Upon consummation of the Transaction, Cabot Noble's Restated Certificate of
Incorporation, a copy of which is attached as Annex F (the "Cabot Noble
Certificate") will authorize the issuance of 50,000,000 shares of preferred
stock. The Cabot Noble Board has authority, without shareholder approval, to
issue shares of preferred stock in one or more series and to determine the
number of shares, designations, dividend rights, conversion rights, voting
power, redemption rights, liquidation preferences and other terms of each such
series. See "Description of Capital Stock of Cabot Noble."
 
  Any of the above matters may result in substantial dilution of the Cabot
Noble equity attributable to Cabot Noble Shares outstanding at the Effective
Date.
 
RESALE OF CABOT NOBLE SHARES
   
  All Cabot Noble Shares received by ShopKo and Phar-Mor shareholders in the
Transaction will be freely transferable, except that Cabot Noble Shares
received by ShopKo or Phar-Mor shareholders who are deemed to be "affiliates"
of ShopKo or Phar-Mor prior to the Transaction may be resold by them only in
transactions permitted by the resale provisions and volume limitations of
Securities Act Rule 145 (or Securities Act Rule 144 in the case of such
persons who become affiliates of Cabot Noble) or as otherwise permitted under
the Securities Act. supervalu, Hamilton Morgan, FoxMeyer Health and Robert
Haft will have certain registration rights with respect to the public
distribution of their Cabot Noble Shares. This Joint Proxy
Statement/Prospectus relates to and covers the resale of Cabot Noble Shares
held by supervalu, Hamilton Morgan, FoxMeyer Health and Robert Haft. See "The
Transaction--Cabot Noble Buy Back" and "Selling Stockholders--Registration
Rights."     
 
MARKET PRICE OF CABOT NOBLE SHARES
 
  No assurance can be given that the aggregate market value of the Cabot Noble
Shares outstanding after consummation of the Transaction will equal or exceed
the aggregate market value of the Phar-Mor Shares plus the aggregate market
value of the ShopKo Shares. Following consummation of the Transaction, the
market price of Cabot Noble Shares may be subject to significant fluctuations
in response to various factors and events, including the depth and liquidity
of the market for Cabot Noble Shares, variations in Cabot Noble's operating
results, litigation, market-wide fluctuations, new statutes or regulations, or
changes in the interpretation of existing statutes and regulations affecting
the retail discount drugstore, general merchandise and health care services
industry.
   
  After consummation of the Transaction, a large number of outstanding Cabot
Noble Shares may be offered for sale in a short period of time for various
reasons, including the increased liquidity that the Transaction may afford to
the holders of Cabot Noble Shares and Cabot Noble Warrants. Any initial
selling pressure might tend to depress the market price of the Cabot Noble
Shares. There is no substantial basis for predicting whether or not the Cabot
Noble Shares will trade below book value per share. On      , 1997, the Phar-
Mor Stock closing price on the Nasdaq--NMS was $    per share. On      , 1997,
the ShopKo Share closing price on the NYSE was $    per share.     
 
DEPENDENCE ON KEY PERSONNEL
   
  Cabot Noble will be dependent upon the continued services and management
experience of ShopKo's and Phar-Mor's executive officers, including Robert
Haft, Chairman and Chief Executive Officer of Cabot Noble and Phar-Mor and
Dale Kramer, Chief Executive Officer of ShopKo. Under Mr. Haft's existing
employment agreement with Phar-Mor, the Combination constitutes a "change in
control" with respect to Phar-Mor, which entitles Mr. Haft to terminate his
employment with Phar-Mor and to consider such a termination as "Without
Cause", thereby giving rise to certain rights as described herein. See
"Description of Phar-Mor--Employment Contracts and Termination of Employment
and Change of Control Agreements." In addition, the Combination     
 
                                      23
<PAGE>
 
   
also would be considered a "change in control" under Mr. Haft's employment
agreement giving rise to the rights described above if Mr. Haft were
"involuntarily" no longer a member of Hamilton Morgan, including as a result
of a sale of his interest pursuant to the exercise of the buy-sell provision
under the Hamilton Morgan LLC Agreement, provided that Mr. Haft did not
trigger the buy-sell provision (FoxMeyer Health has exercised such buy-sell
provisions.) Phar-Mor has calculated that the payment to which Mr. Haft would
be entitled if his employment were to terminate under these conditions
includes approximately $5.3 million in salary, bonus and benefits, depending
upon date of termination, plus a long term performance payout that cannot be
calculated at this time. Certain components of the formula for determination
of the long term performance payout are currently not determinable or subject
to differing interpretations; however, subject to a variety of assumptions and
interpretations the amount of the long term performance payout could range
from $0 to approximately $7 million. Additionally, Mr. Haft is entitled to be
reimbursed for any federal income tax resulting from an "excess parachute
payment" within the meaning of Section 280G of the Code, which reimbursement
could range from $0 to approximately $6.7 million. Mr. Haft has indicated to
the Phar-Mor Board that he would consider an amicable termination of his Phar-
Mor employment agreement under certain conditions, including his employment as
Cabot Noble's Chairman and Chief Executive Officer, pursuant to an employment
agreement between Cabot Noble and Mr. Haft. The terms of any employment
agreement between Cabot Noble and Mr. Haft remain to be negotiated. It is
possible that compensation payable to Mr. Haft under an employment agreement
with Cabot Noble may be greater than his current compensation under his Phar-
Mor employment agreement. If such amicable termination is reached, or occurs,
it is unclear what impact such resolution would have on Phar-Mor. See "Cabot
Noble Unaudited Pro Forma Consolidated Financial Statements," "Description of
Phar-Mor--Employment Contracts and Termination of Employment and Change-in-
Control Arrangements" and "Certain Transactions--ShopKo Employment
Agreements--Executive Officers." If any of such executive officers leave Cabot
Noble, Cabot Noble's operating results could be affected adversely. Cabot
Noble's success depends on its ability to hire and retain skilled employees,
particularly in administration, purchasing and marketing, and the failure to
do so could adversely affect Cabot Noble's profitability and potential for
growth.     
 
REDUCED QUORUM REQUIREMENT
   
  Generally, the presence of the holders of at least a majority of the Phar-
Mor Shares outstanding on the Phar-Mor Record Date, whether present in person
or by properly executed and delivered proxy, will constitute a quorum for the
purposes of the Phar-Mor Special Meeting. However, in certain limited
circumstances, Pennsylvania law (as well as the Phar-Mor Bylaws) provides that
any number of shareholders that attend a meeting will constitute a quorum for
the purposes of shareholder action. Section 1756(b)(2) of the Pennsylvania
Business Corporation Law (the "Pennsylvania Law") provides that those Phar-Mor
shareholders entitled to vote who attend a meeting of shareholders that has
been previously adjourned for one or more periods aggregating at least 15 days
because of the absence of a quorum, although representing less than a majority
of the outstanding Phar-Mor Shares, shall nevertheless constitute a quorum for
the purpose of acting upon any matter set forth in the notice of the meeting
if the notice states that those shareholders who attend the adjourned meeting
shall nevertheless constitute a quorum for the purpose of acting upon the
matter. Thus, the Phar-Mor Plan could be approved by as few as one Phar-Mor
shareholder if only one shareholder attends the adjourned Phar-Mor Special
Meeting, in person or by proxy. Management of Phar-Mor believes that this
provision will have little effect on shareholder rights because of the high
likelihood that a substantially greater number of Phar-Mor Shareholders would
attend such an adjourned meeting, in person or by proxy. The Phar-Mor
shareholders' notice includes such a statement, in boldface type, notifying
the shareholders of the possibility of such an adjournment and that the Phar-
Mor Plan may, therefore, be approved by a majority of a quorum which
constitutes the holders of less than a majority of the outstanding Phar-Mor
Shares. No further notice to Phar-Mor shareholders is required in connection
with any adjournment of the Phar-Mor Special Meeting, other than by
announcement at the meeting at which the adjournment is taken, unless the
Phar-Mor Board fixes a new record date for the adjourned meeting. PHAR-MOR
SHAREHOLDERS SHOULD BE AWARE THAT IN THE EVENT THE PHAR-MOR SPECIAL MEETING AS
SCHEDULED IS     
 
                                      24
<PAGE>
 
   
ADJOURNED FOR ONE OR MORE PERIODS AGGREGATING AT LEAST 15 DAYS BECAUSE OF THE
ABSENCE OF A QUORUM AND NEITHER PHAR-MOR NOR SHOPKO EXERCISES ITS RIGHT TO
TERMINATE THE COMBINATION AGREEMENT, THEN ANY NUMBER OF SHAREHOLDERS WHO
ATTEND THE ADJOURNED PHAR-MOR SPECIAL MEETING, IN PERSON OR BY PROXY, WHETHER
OR NOT THEY REPRESENT LESS THAN A MAJORITY OF THE OUTSTANDING PHAR-MOR SHARES,
SHALL NEVERTHELESS CONSTITUTE A QUORUM FOR THE PURPOSE OF ACTING ON THE
MATTERS IDENTIFIED IN THE PHAR-MOR NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
ACCOMPANYING THIS JOINT PROXY STATEMENT/PROSPECTUS. IN OTHER WORDS, UNDER SUCH
CIRCUMSTANCES THERE IS NO MINIMUM NUMBER OF PHAR-MOR SHAREHOLDERS NECESSARY TO
REPRESENT A QUORUM AT THE ADJOURNED PHAR-MOR SPECIAL MEETING. THEREFORE, THE
PHAR-MOR PLAN MAY, PURSUANT TO THE PENNSYLVANIA LAW AND PHAR-MOR'S BYLAWS, BE
APPROVED BY A MAJORITY OF A QUORUM WHICH, IN CERTAIN CIRCUMSTANCES, MAY
CONSTITUTE THE HOLDERS OF LESS THAN A MAJORITY OF THE ISSUED AND OUTSTANDING
PHAR-MOR SHARES.     
   
  The Combination Agreement provides that either the Phar-Mor Board or the
ShopKo Board may terminate the Combination Agreement if the Effective Date
does not occur on or before March 31, 1997. Therefore, based on the     
 
                                     24 1
<PAGE>
 
   
presently scheduled date of the Phar-Mor Special Meeting, if such meeting were
adjourned for the 15 days required to utilize the reduced quorum provisions
described above, the ShopKo Board and the Phar-Mor Board would each have the
right to terminate the Combination Agreement prior to the rescheduled Phar-Mor
Special Meeting.     
 
  Because typically some percentage of the shares entitled to vote at a
meeting of shareholders do not vote and approval of the Phar-Mor Plan requires
the affirmative vote of a majority of votes cast, Phar-Mor Shares representing
less than a majority of the outstanding voting power will likely be sufficient
to approve the Transaction. See "--Hamilton Morgan Issues" and "Description of
Phar-Mor--Security Ownership of Certain Beneficial Owners and Management."
 
NO APPRAISAL RIGHTS FOR HOLDERS OF PHAR-MOR SHARES; SHOPKO DISSENTERS' RIGHTS
 
  The holders of Phar-Mor Shares who do not vote for approval and adoption of
the Phar-Mor Plan will have no appraisal, dissenters' or similar rights if the
Combination is approved and the Transaction is consummated. See "The Special
Meetings--Dissenters' Rights." Holders of ShopKo Shares have dissenters'
rights as described in "The Special Meetings--Dissenters' Rights" and Annex D
hereto.
 
ANTI-TAKEOVER PROVISIONS
 
  The Cabot Noble Certificate and/or the Cabot Noble Bylaws will contain
several procedures and provisions designed to reduce the likelihood of a
change in the management or voting control of Cabot Noble without the consent
of the then incumbent members of the Cabot Noble Board, including the ability
of the Cabot Noble Board to issue classes or series of preferred stock and the
adoption of a stockholder rights plan. In addition, the Cabot Noble
Certificate and/or the Cabot Noble Bylaws (i) provide for a classified Board
of Directors serving staggered three-year terms, (ii) impose restrictions on
who may call a special meeting of stockholders, (iii) include a requirement
that stockholder action may not be taken by written consent and (iv) specify
certain advance notice requirements for stockholder nominations of candidates
for election to the Cabot Noble Board and certain other stockholder proposals.
In addition, the Cabot Noble Board, without further action by the stockholders
of Cabot Noble, may cause Cabot Noble to issue up to 50,000,000 shares of
preferred stock on such terms and with such rights, preferences and
designations as the Cabot Noble Board may determine. These provisions may be
deemed to have an anti-takeover effect and may delay, defer, or prevent a
tender offer or takeover attempt that a stockholder might consider to be in
that stockholder's best interests, including attempts that might result in a
premium over the market price for the shares held by stockholders.
 
  In addition, Cabot Noble is governed by Section 203 of the Delaware General
Corporation Law (the "Delaware Law"), which prohibits business combinations
between Cabot Noble and any interested stockholder of Cabot Noble for a period
of three years following the date on which such stockholder became an owner of
15% or more of the outstanding voting stock of Cabot Noble, unless certain
statutory exceptions are satisfied. Section 203 of the Delaware Law may also
have the effect of discouraging non-negotiated takeover attempts.
 
  For a discussion of documents and provisions with potential anti-takeover
effects, see "Comparison of Rights of Phar-Mor and ShopKo Shareholders and
Cabot Noble Stockholders."
 
LITIGATION AND INSURANCE
 
  The sale of retail merchandise and provision of health services entails an
inherent risk of liability. Both Phar-Mor and ShopKo are currently subject to
a number of lawsuits, and it is expected that Cabot Noble from time to time
will be subject to similar suits in the ordinary course of business. Phar-Mor,
ShopKo and Cabot Noble each currently maintain insurance intended to cover
such claims, and management of each believes that its respective insurance
programs are adequate. There can be no assurance, however, that claims in
excess of insurance coverage or claims not covered by insurance coverage will
not arise. There can be no assurance that Phar-Mor, ShopKo and Cabot Noble
will be able to obtain insurance coverage in the future on acceptable terms,
 
                                      25
<PAGE>
 
if at all. A successful claim against any of them substantially in excess of
its insurance coverage, or for claims which are not covered by such insurance,
could have a material adverse effect on its financial condition and results of
operations. In addition, claims against any of the companies, regardless of
merit or eventual outcome, may have a material adverse effect upon their
reputations and businesses. See "--Hamilton Morgan Issues," "Description of
Phar-Mor--Legal Proceedings" and "Description of ShopKo--Legal Proceedings."
 
HAMILTON MORGAN ISSUES
   
  As of February  , 1997, Hamilton Morgan owns directly 3,750,000 Phar-Mor
Shares representing 30.8% of the issued and outstanding Phar-Mor Shares.
Hamilton Morgan has also been granted proxies with respect to an additional
1,158,435 Phar-Mor Shares ("Proxy Shares") (of which 954,033 shares are issued
and outstanding as of February  , 1997), pursuant to which Hamilton Morgan has
sole voting power. Pursuant to the terms of the Hamilton Morgan LLC Agreement,
all of Hamilton Morgan's Phar-Mor Shares may be voted only with the unanimous
consent of Hamilton Morgan's members. Accordingly, each of FoxMeyer Health and
the Haft Members have shared voting power with respect to all such Phar-Mor
Shares. FoxMeyer Health has indicated that it has not yet reached a conclusion
as to its position on the Transaction.     
   
  In connection with the purchase by Hamilton Morgan of such 3,750,000 Phar-
Mor Shares, FoxMeyer Health entered into a financing agreement with Credit
Lyonnais New York Branch ("Credit Lyonnais") pursuant to which Hamilton Morgan
pledged 2,617,500 Phar-Mor Shares as collateral (the "Credit Lyonnais
Pledge"). In the event of a default under the Credit Lyonnais Pledge, Credit
Lyonnais may acquire such Phar-Mor Shares by foreclosing on its collateral. In
addition, in the event that the foregoing pledge by Hamilton Morgan is void
for any reason, Credit Lyonnais may enforce a lien on FoxMeyer Health's
membership interest in Hamilton Morgan.     
   
  Phar-Mor has been informed that on December 18, 1996 FoxMeyer Health
exercised its buy-sell rights under the Hamilton Morgan LLC Agreement.
Pursuant to the Hamilton Morgan LLC Agreement, from and after May 1, 1996,
either FoxMeyer Health, on the one hand, or the Haft Members, on the other
hand, may offer to buy from, and sell to, the other its membership interest in
Hamilton Morgan. Pursuant to the agreement, FoxMeyer Health has offered to
sell its Hamilton Morgan membership interests to the Haft Members, or to
purchase the Haft Members' membership interests in Hamilton Morgan. The buy-
sell price offered by FoxMeyer Health implies a total valuation for Hamilton
Morgan of $33,750,000.     
   
  Phar-Mor has been informed that on December 23, 1996, the Haft Members
exercised their rights under the Hamilton Morgan LLC Agreement to seek binding
arbitration regarding certain areas of disagreement between the Haft Members
and FoxMeyer Health, including voting rights with respect to the Phar-Mor
Shares beneficially held by Hamilton Morgan and certain matters related to
FoxMeyer Health's exercise of its buy-sell rights. Pursuant to the Hamilton
Morgan LLC Agreement, upon an event of default under the Credit Lyonnais
Pledge and until closing on any disposition of the Phar-Mor Shares pledged
thereunder, if any, the President of Hamilton Morgan shall have the exclusive
power and authority, exercisable in his sole and absolute discretion, to
exercise all voting rights arising in connection with all of the Phar-Mor
Shares beneficially held by Hamilton Morgan, including specifically all Phar-
Mor Shares pledged to Credit Lyonnais. FoxMeyer Health's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996, stated that it had
violated certain covenants under the Credit Lyonnais Pledge, which violations
Credit Lyonnais had temporarily waived. With regard to voting rights, the Haft
Members have asserted that an event of default occurred under the Credit
Lyonnais Pledge, thereby giving Robert Haft, as President of Hamilton Morgan,
sole discretion to exercise all voting rights associated with the Phar-Mor
Shares beneficially held by Hamilton Morgan. FoxMeyer Health claims that no
such event of default has occurred.     
   
  By a letter dated January 3, 1997, FoxMeyer Health has taken the position
that: (i) consummation of the Phar-Mor Exchange will result in a termination
of Hamilton Morgan and (ii) due to certain conflicts of interest which
FoxMeyer Health asserts the Combination creates for Mr. Haft, the Haft Members
should vote the Phar-Mor Shares beneficially owned by Hamilton Morgan as
directed by FoxMeyer Health. The Haft Members disagree with such positions.
    
                                      26
<PAGE>
 
   
  The Haft Members' arbitration request asserts, among other matters, that
FoxMeyer Health's interpretation of the buy-sell is not in accordance with the
Hamilton Morgan LLC Agreement and therefore should be decided by binding
arbitration. Under the terms of the Hamilton Morgan LLC Agreement, the Haft
Members have a period of 90 days to consider the buy-sell offers. The Haft
Members have requested that the arbitrator toll such 90 day period pending the
arbitrator's resolution of matters relating to the buy-sell offers. Closing
under the buy-sell is contemplated to occur within 30 days after the Haft
Members' acceptance or rejection of the offers. Upon the occurrence of such a
sale or purchase, the purchasing member would obtain sole voting power over
the 3,750,000 Phar-Mor Shares held by Hamilton Morgan. However, in the event
of such a sale or purchase, the proxies granted by FoxMeyer Health and the
Haft Members to Hamilton Morgan with respect to the Proxy Shares would
terminate, and sole voting power with respect to such Phar-Mor Shares would
revert to the grantor of the proxy.     
   
  In addition, FoxMeyer Health is subject to a temporary restraining order
dated January 13, 1997 requiring notice prior to any disposition of its Phar-
Mor Shares or other assets transferred outside of the ordinary course of
business in connection with ongoing litigation in the pending bankruptcy case
of FoxMeyer Drug Company. See "Description of Phar-Mor--Security Ownership of
Certain Beneficial Owners and Management."     
   
  Phar-Mor is not able to determine what effect, if any, the events and
proceedings discussed above will have on the ability of Phar-Mor to consummate
the Transaction. See "Risk Factors--Reduced Quorum Requirement."     
   
FORMULARY REVENUES     
   
  A significant portion of ProVantage's earnings are attributable to its
formulary management service programs. Revenues derived from these services
include payments from pharmaceutical manufacturers for volume discounts,
rebates, and other fees. Prior to calendar year 1996, ProVantage directly
maintained contractual relationships with pharmaceutical manufacturers through
which these revenues were derived. During calendar year 1996, ProVantage
utilized a third-party formulary administrator which entered into and
maintained many of these contractual relationships. Effective January 1, 1997,
ProVantage has terminated its contractual relationship with such third-party
formulary administrator, and has resumed performing all formulary management
functions internally. ProVantage management believes it has secured an
adequate number of contractual commitments from pharmaceutical manufacturers
to resume the manufacturer contracting function without interruption of its
revenue streams, but there is no assurance that such contractual relationships
will continue unchanged beyond their stated terms, which are typically one or
two years. Additionally, groups of retail pharmacies have filed lawsuits
throughout the United States against pharmaceutical manufacturers and certain
pharmacy benefit managers challenging certain brand drug pricing practices
under various state and federal antitrust laws. The suits allege, among other
things, that the manufacturers have offered, and certain parties have
knowingly accepted, discounts and rebates on drug purchases that violate the
U.S. Robinson-Patman Act. ProVantage is not a party to any of these
proceedings. However, if certain pricing practices now prevalent in the
pharmaceutical industry are determined to be violative of any laws, then the
availability to ProVantage of certain discounts, rebates and fees that
ProVantage presently receives in connection with its drug purchasing and
formulary management programs could be adversely affected.     
 
                                      27
<PAGE>
 
                         CABOT NOBLE BUSINESS STRATEGY
   
  The following summary of the business strategy of Cabot Noble was developed
jointly by the current managements of Phar-Mor and ShopKo. See "Description of
Cabot Noble--Directors and Executive Officers." Set forth below are certain
forward-looking statements. The actual results of ShopKo, Phar-Mor and Cabot
Noble may differ materially from those contained in the forward-looking
statements. Factors which may cause such differences are identified under
"Certain Forward-Looking Information," "Risk Factors--Combination of Retail
Operations; Realization of Synergies," and "Forward-Looking Statements."     
 
GENERAL
   
  The Combination will join ShopKo and Phar-Mor, which currently are regional
discount retail chains, to form a dynamic national discount retailer offering
general merchandise in conjunction with pharmaceutical and health care
products and services with more than 230 stores in 29 states and estimated
total revenues of approximately $3.3 billion in fiscal 1997. There will be
geographic overlap of stores in only one market--ShopKo and Phar-Mor each have
one store located in Racine, Wisconsin.     
 
  To succeed in today's increasingly competitive retail environment ShopKo and
Phar-Mor need to achieve economies of scale and be dominant in a greater range
of value-oriented merchandise. The strategy of relying primarily on the
building of new stores to achieve greater scale is significantly more
expensive and entails more risk than the addition, expansion, refurbishment
and remerchandising of stores with existing customer bases. The Combination
will enable ShopKo and Phar-Mor to leverage costs and expand market share by
capitalizing on their respective strengths.
 
  Management believes:
 
  .  the consolidation of Phar-Mor's corporate headquarters with ShopKo's
     headquarters in Green Bay, Wisconsin;
 
  .  the creation of buying, distribution, merchandising and management
     synergies;
 
  .  the expansion of retail pharmacy, optical and health care services; and
     
  .  the introduction of ShopKo's successful retail merchandising to Phar-Mor's
     turnaround program     
 
  will result in a stronger and more efficient retailer with greater potential
  for earnings growth.
   
  Management believes this expanded market share can be achieved without the
need for additional debt. In particular, the management of Cabot Noble has
targeted a maximum net debt-to-total capitalization ratio of 55%. At November
2, 1996, the ShopKo ratio was 49%, the Phar-Mor ratio was 66%, and the pro
forma combined Cabot Noble ratio would have been 72% after giving effect to
the Transaction.     
   
  Management believes that many of the proven strategies implemented by ShopKo
during the last five years can be successfully utilized by Phar-Mor to
similarly enhance its competitive position. Both ShopKo and Phar-Mor stores
include market leading pharmacies, offer a wide array of health and beauty
care products and derive significant revenues from general merchandise sales
of similar items (aggregating annual revenues of $1.2 billion). ShopKo,
however, has differentiated its retail general merchandising by emphasizing a
broader variety of value oriented, upscale lifestyle merchandise in specialty
departments. Phar-Mor, while generally relying more heavily on value pricing,
has since    , 1995 emphasized specialty departments that mirror ShopKo's
strategy. Management believes that the addition by ShopKo and Phar-Mor of
complementary products and services offered by the other will allow Cabot
Noble to further increase revenues and earnings. This strategy, together with
the merchandising of approximately 500,000 square feet of unutilized or
underutilized Phar-Mor store space with higher margin products that are now
sold in ShopKo's stores, should enable ShopKo and Phar-Mor to become more
efficient, grow faster and produce greater earnings on a combined basis than
if they were operated as completely independent retailers.     
       
                                      28
<PAGE>
 
   
  The managements of ShopKo and Phar-Mor believe that Cabot Noble will be able
to integrate the geographically and operationally diverse businesses of ShopKo
and Phar-Mor in a beneficial and profitable manner. However, the operations
and management of ShopKo and Phar-Mor are different, and Cabot Noble may incur
costs or encounter other challenges not currently anticipated which may
negatively affect its prospects. In addition, there can be no assurance that
Cabot Noble will realize in whole or in part the anticipated cost savings and
synergies reflected below. Among the factors which may cause Cabot Noble not
to realize in whole or in part the anticipated benefits of the Combination are
(i) lower than anticipated savings from combined purchasing activities; (ii)
higher than anticipated costs of integrating the operations of the two
entities; (iii) greater than anticipated problems in cross-merchandising; (iv)
lower than anticipated savings from combining distribution facilities; and (v)
lower than anticipated savings from administrative efficiencies.     
   
EXPECTED COST SAVINGS AND SYNERGIES FROM THE COMBINATION     
   
  Based on the factors enumerated in "Certain Forward-Looking Information,"
the Combination is expected to generate estimated cost savings and
merchandising synergies of approximately $7.5 million in fiscal 1998     
 
                                     28 1
<PAGE>
 
   
(assuming the Transaction is consummated on March 31, 1997) and $20 million
annually thereafter, net of amounts reinvested in lower, more competitive
retail prices on ShopKo merchandise. Major areas of cost savings include
management information systems, accounting, headquarters support, and the
relocation of Phar-Mor's headquarters. These savings are expected to lower
overhead costs on a per store basis, and are expected to enable ShopKo and
Phar-Mor to gain additional market share on a nationwide basis. The cost
savings and synergies are expected to be derived from the following areas:
    
<TABLE>   
<CAPTION>
                                                       FISCAL 1998 FISCAL 1999
                                                       ----------- -----------
                                                            (IN MILLIONS)
     <S>                                               <C>         <C>
     Cost Savings:
      Consolidation of headquarters..................     $3.4        $ 8.9
      Purchasing synergies...........................      6.0         13.5
      Leverage ShopKo's management information
       systems.......................................      3.3          3.7
     Synergies:
      Growth opportunities through cross-
       merchandising.................................      4.0         10.0
      Less amounts reinvested in lower prices........     (9.2)       (16.1)
                                                          ----        -----
                                                          $7.5        $20.0
                                                          ====        =====
</TABLE>    
     
  The various cost savings and other benefits identified below are presented
  net of depreciation associated with the estimated $8.5 million of capital
  cost required to integrate certain ShopKo and Phar-Mor operations and net
  of other incremental expenses.     
     
  EXPECTED COST SAVINGS FROM THE COMBINATION     
     
  Consolidation of Headquarters. Phar-Mor's Youngstown, Ohio headquarters
  will be closed and moved to ShopKo's headquarters in Green Bay, Wisconsin,
  where most of the administrative functions of Cabot Noble will be
  consolidated. Several key regional Phar-Mor personnel will relocate to
  existing offices in the Phar-Mor distribution center in Youngstown, while
  other essential Phar-Mor personnel will relocate to Green Bay. The
  consolidation is expected to result in the following cost savings:     
 
<TABLE>   
<CAPTION>
                                                         FISCAL 1998 FISCAL 1999
                                                         ----------- -----------
                                                              (IN MILLIONS)
     <S>                                                 <C>         <C>
     Accounting.........................................    $1.2        $2.5
     Management information systems.....................     0.9         2.3
     Advertising........................................     0.5         1.0
     Headquarters support...............................     0.8         3.1
                                                            ----        ----
                                                            $3.4        $8.9
                                                            ====        ====
</TABLE>    
     
  Purchasing Synergies. The Combination will create substantial additional
  buying power for Cabot Noble. Approximately $535 million in revenues
  annually, on a combined basis, are derived from pharmacy operations; and
  approximately $685 million in revenues annually, on a combined basis, are
  derived from general merchandise sales of similar items. Management
  believes that through coordinated purchasing efforts, Cabot Noble can
  realize the following synergies:     
 
<TABLE>   
<CAPTION>
                                                       FISCAL 1998 FISCAL 1999
                                                       ----------- -----------
                                                            (IN MILLIONS)
     <S>                                               <C>         <C>
     Lower acquisition cost...........................    $4.9        $11.2
     Vendor allowances................................     0.6          1.3
     Trade discounts..................................     0.5          1.0
                                                          ----        -----
                                                          $6.0        $13.5
                                                          ====        =====
</TABLE>    
     
  Leverage ShopKo's Management Information Systems. During the last several
  years ShopKo has invested a total of approximately $40 million in strategic
  infrastructure and information systems, and has become an     
 
                                      29
<PAGE>
 
     
  industry leader in the use of information technology and systems. ShopKo's
  management information systems are considered to be on the leading edge of
  technology for retail stores. Phar-Mor, if it remained independent, would
  have to make significant investments in such systems. The Combination
  enables Phar-Mor to begin benefitting immediately from ShopKo's investment,
  without the risks, costs and delays of developing its own systems, and
  enables ShopKo to leverage its systems costs across a larger number of
  retail stores, which will operate to the benefit of both companies.     
     
  The use of ShopKo's management information systems is expected to result in
  the following cost savings:     
 
<TABLE>   
<CAPTION>
                                                         FISCAL 1998 FISCAL 1999
                                                         ----------- -----------
                                                              (IN MILLIONS)
     <S>                                                 <C>         <C>
     Computer operating cost............................    $0.3        $0.7
     Depreciation.......................................     3.0         3.0
                                                            ----        ----
                                                            $3.3        $3.7
                                                            ====        ====
</TABLE>    
     
  EXPECTED REVENUE ENHANCEMENTS FROM THE COMBINATION     
 
  Growth Opportunities Through Update of Phar-Mor Stores. Generally, stores
  in high-traffic areas generate additional new business when modernized in a
  customer-friendly manner. Nearly all of ShopKo's 130 stores have been
  updated and remodeled during the past five years to reflect ShopKo's
  merchandise and marketing strategies, known as its Vision 2000 concept. The
  benefits of the store modernization and improved merchandising have
  resulted in significantly improved sales and earnings for ShopKo. All but
  one of Phar-Mor's 103 stores were "cherry-picked" from the 311 stores that
  Phar-Mor operated prior to its bankruptcy filing in 1992, and are located
  in very desirable, high-traffic areas. Several new Phar-Mor store
  prototypes are now operating with significantly improved results. Many of
  the remaining Phar-Mor stores need to be refurbished and updated. It is the
  current intention of Cabot Noble management to remodel approximately 78 and
  replace or relocate approximately 12 Phar-Mor stores over the next four and
  one-half years. The anticipated cost of the remodels is approximately
  $200,000 to $930,000 per store or approximately $35 million in the
  aggregate and the anticipated cost of such replacements and for relocations
  is approximately $750,000 per store or approximately $9 million in the
  aggregate. ShopKo's management will utilize its experience in successfully
  rebuilding ShopKo's stores to assist in the remodeling and creation of new
  merchandising presentations for the Phar-Mor stores.
     
  Growth Opportunities Through Cross Merchandising. Cross merchandising is
  expected to result in increased operating profits of approximately $4.0
  million in fiscal year 1998 and $10 million in fiscal year 1999. Phar-Mor
  stores range from 30,000 to 75,000 square feet. During the process of
  rebuilding Phar-Mor in the last two years, Phar-Mor's management has
  determined that approximately 500,000 square feet of underutilized retail
  space is available for expanded merchandising. The Combination provides the
  opportunity to use such excess space to expand certain merchandise
  categories and to add merchandise categories that do not overlap with Phar-
  Mor's present general merchandise assortment. ShopKo has been highly
  successful in remerchandising its own stores with these categories, and
  believes that it will be equally successful in assisting Phar-Mor in
  remerchandising its stores to improve sales, profit margins and operating
  profits. Management also believes that it will be able to introduce
  ShopKo's optical departments, a proven high earnings performer, into many
  Phar-Mor stores. The introduction of optical departments would add
  approximately $300,000 to $450,000 per store to the anticipated cost of
  remodeling the Phar-Mor stores identified in the preceding paragraph.
  Similarly, Phar-Mor successfully sells certain categories of hardline
  goods, health-related goods and convenience foods which management believes
  should be tested and, in some cases, introduced into many ShopKo stores,
  thereby further leveraging sales, gross margins and operating profits.     
     
  Growth Opportunities Through Lower Prices. Management believes that
  reinvesting a portion of savings generated from the anticipated cost and
  buying synergies into lower retail sales prices at ShopKo stores will
  improve its competitive position for consumable merchandise categories and
  provide customers with enhanced value. In addition to the foregoing,
  management believes that higher sales may be expected to     
 
                                      30
<PAGE>
 
   
  result from lower pricing, ultimately providing additional earning power
  for Cabot Noble. This additional earning power has not been quantified or
  included in the Current Cabot Noble Management Projections or in the
  estimated cost savings and synergies described above.     
 
PROVANTAGE
 
  Growth Opportunities Through ProVantage. As an expansion of its traditional
retail pharmacy services, in fiscal 1994 ShopKo launched its ProVantage health
services division by forming ProVantage Mail Service, a prescription
management and mail service pharmacy that is offered to health care plan
sponsors across the country. The ProVantage mail service pharmacy provides
home delivery of prescriptions to its patients throughout the United States.
 
  ProVantage has developed into a full service prescription benefit management
("PBM") firm, providing custom prescription benefit plan design, a network of
over 40,000 retail pharmacies, program administration and claims and benefit
processing services to insurance companies, third party administrators and
self-funded health care plan sponsors. As health care plan sponsors face
pressure to reduce rising health care costs, they are increasingly directing
plan participants to utilize managed care pharmacy benefit programs developed
and administered by PBM firms. These programs control pharmacy costs by
supervising decisions regarding which drugs are dispensed and whether they are
dispensed by retail or mail service pharmacies. ShopKo believes that
ProVantage is positioned to provide health care plan sponsors with
prescription benefit programs that substantially reduce prescription costs,
ultimately reducing the overall cost of health care.
   
  Another recently launched initiative is ProVantage Vision Benefit Management
Service ("VBM"). In August, 1996, ProVantage completed the acquisition of
United Wisconsin Insurance Company's vision benefit management business. This
acquisition gave VBM an immediate market presence in the vision benefit
management industry. The acquired business provides vision benefit management
services to over 100,000 plan participants and operates through a provider
network of over 900 ophthalmologists and optometrists operating in over 20
states. This network has been folded into VBM's existing national vision
benefit network of approximately 3,500 ophthalmologists and optometrists
located in all 50 states, Puerto Rico and the District of Columbia. Through
this network, which VBM continues to develop, VBM will also offer to private
label its national network for network participants looking to offer vision
benefit management services to their local-based clients. ProVantage's VBM
offers insured as well as uninsured products, direct services to insurance
companies and turnkey operations for managed care organizations. The insured
products are sold by licensed independent and employee sales agents, and are
underwritten by a licensed insurance company. ProVantage's arrangement with
this insurance company provides that as consideration for ProVantage's
marketing of the insurer's vision products, ProVantage shall be the sole and
exclusive administrator of these products, and is entitled to the net profits
derived therefrom. ProVantage has also contractually agreed to provide the
insurer with stop-loss protection for claims arising under these products.
ProVantage's VBM currently provides vision benefit management services to
approximately 150,000 plan participants, and expects to provide such services
to approximately 350,000 plan participants by July 1, 1997.     
   
  ProVantage has also installed a technology-driven process that provides
actionable information to decision makers through massive warehousing of
existing data called Decision Support Services ("DSS"). This process will
leverage off of ShopKo's significant technological investment in massively
parallel processing and data base management for its retail business.
ProVantage's DSS initiative will have two focal points. The first will be a
product enhancement for ProVantage's PBM which will facilitate the PBM's roll
out of clinical programs to its clients to lower their overall cost of health
care. This service will work heavily with the prescription data of
ProVantage's customers. The second DSS focal point will be through a stand-
alone company called ProVMed, which will apply these same principles to
enterprise-wide sets of data, including medical data. These applications will
be marketed to a variety of health care plan sponsors, primarily mid-sized
insurance companies and managed care organizations. ProVMed is a joint venture
between Pro Vantage and American Medical Security Holdings, Inc. ("AMS").
ProVantage and AMS are in the process of negotiating definitive joint venture
agreements, but a memorandum of understanding between the parties allocates
80% ownership of ProVMed to ProVantage and 20% ownership to AMS.     
 
                                      31
<PAGE>
 
  ProVantage's operations are subject to extensive federal and state
regulation. See "Description of ShopKo--Government Regulation."
 
  Through internal growth and strategic acquisitions and alliances, ProVantage
has become a significant force in the PBM health care sector. Recent
initiatives have not only increased the number of ProVantage participants, but
have also improved the information systems that allow ProVantage to provide
clinical and other value-added services to its clients.
 
  During the last three years, ProVantage has experienced substantial growth,
with sales revenues increasing from $14 million in fiscal 1995, to $94 million
in fiscal 1996, to an estimated $360 million in fiscal 1997. Management
believes that ProVantage's sales revenues will exceed $550 million in fiscal
1998, which would make ProVantage one of the fastest growing managed health
care businesses in the United States.
 
  ProVantage earns revenues based on transactions processed, and grows through
obtaining new agreements to provide services to new corporate clients and to
new participants under existing plans. Management believes that the retail
health orientation of ShopKo stores has been instrumental in attracting and
retaining ProVantage clients. Management believes that the Combination will
add greater opportunities to expand the ProVantage business.
   
  Growth Opportunities and Value Realization of ProVantage. With the recent
acquisition of the 1.4 million participant Scrip Card plan, ProVantage has a
total of four million participants. See "Certain Transactions--CareStream
Scrip Card Acquisition by ShopKo." ProVantage has the capacity to grow
further, and will continue to seek strategic acquisitions to leverage its
advanced systems and expenses. In addition, ProVantage has added services to
its plan offering, including vision benefit management. Management believes
Cabot Noble will add greater marketing opportunities for the ProVantage
concept. ProVantage is now among the fifteen largest prescription benefit
management companies in the United States.     
   
  Management believes the securities markets have not fully recognized the
value of ProVantage as a wholly owned subsidiary of ShopKo. As such,
management will consider strategic alternatives in order to unlock its true
value to shareholders. Management has considered, among other strategic
alternatives, a public offering of ProVantage's common stock. Among the
factors which may influence any decision regarding a public offering of
ProVantage are tax considerations, ProVantage's relative size, profitability,
growth prospects, management resources, the competitive environment, product
assortment, marketing capability, geographic diversification, the market
valuation of similar companies and other business combinations. While a future
public offering of ProVantage's common stock remains a possibility, there can
be no assurance as to if, or when, any such offering would occur.     
 
STRATEGIC BENEFITS OF THE COMBINATION
 
  Management believes there are a number of significant benefits which can be
realized from the Combination. ShopKo and Phar-Mor each have strengths and
skills that can be capitalized upon to enable each company to become stronger
and more competitive, and to achieve significant earnings enhancements.
Management further believes that neither ShopKo nor Phar-Mor could arrive at
this position on its own. Key reasons for the Combination include:
     
    National Presence. To compete effectively with large national chains,
  ShopKo and Phar-Mor need to achieve a larger scale that will enable them to
  enhance operations and earnings. Enhanced earnings can be achieved through
  a lower cost structure at the selling, general and administrative level by
  spreading fixed overhead over a greater number of stores and revenue
  enhancements at the store level by leveraging each company's merchandising
  strengths. ShopKo operates 130 stores in 15 states and Phar-Mor operates
  103 stores in 18 states. ShopKo and Phar-Mor operate in contiguous regions
  with virtually no geographic overlap. Cabot Noble currently has no plans to
  divest or close overlapping stores. However, some stores may be closed or
  relocated over time and in the ordinary course of business because of lease
  expiration, market repositioning, retail demographic changes or obsolete
  and outdated physical facilities.     
 
                                      32
<PAGE>
 
     
    Ability To Reposition Stores. Over the past five years, ShopKo has
  completed a highly successful repositioning of its stores. This success is
  highlighted by strong financial results including (1) earnings growth of
  20% in the past two years, which places ShopKo among industry leaders, (2)
  a 19% growth in the first three quarters of fiscal 1997 earnings compared
  to the same period in fiscal 1996, and (3) substantial same store sales
  growth during the 1996 "back to school" and Christmas shopping season.
  Phar-Mor currently has over 500,000 feet of under or unutilized space in
  its existing stores. ShopKo's management will use its retail expertise to
  assist Phar-Mor in utilizing such space to sell higher margin products that
  have been successfully sold in ShopKo stores. This strategy will
  substantially reduce the costs, risks and delays associated with downsizing
  existing Phar-Mor stores by using such excess store capacity to sell higher
  margin merchandise and other offerings, such as optical services, available
  from ShopKo.     
     
    Success Through Growth. Both ShopKo and Phar-Mor believe they must grow
  to succeed in the increasingly competitive retail environment. ShopKo has
  historically grown internally; however, stores recently opened by ShopKo
  have been less successful than established stores as a result of
  competitive pressures from larger national retail chains and the difficulty
  in attracting a sufficient customer base in new market areas. Management
  believes that the strategy of acquiring and refurbishing Phar-Mor stores is
  a more attractive approach than opening new stores in untested or
  overstored markets because this strategy is less risky and requires lower
  capital expenditures and less time to achieve profitability than the
  development of new stores due to the existing customer base and established
  market presence of such stores.     
     
    Pharmacy and Optical Retail Health Niche. Cabot Noble expects to fill
  approximately 20 million prescriptions annually. In addition, ShopKo
  currently dispenses approximately 600,000 units of prescription eye wear
  per year in its optical departments. These retail health care sales
  generate substantial additional revenues through sales of general
  merchandise to customers who visit the stores for their health care needs.
  In the future, there will be increasing emphasis on generating large
  volumes in the retail health business to offset gross margin pressures on
  prescription prices from third-party prescription benefit management
  companies. Also, ProVantage will be utilized to further exploit the health
  care niche of Cabot Noble.     
     
    Extensive Retail Expertise at ShopKo and Phar-Mor. Although Cabot Noble
  will draw upon the combined management expertise of ShopKo and Phar-Mor,
  the planning and administration will be centralized and coordinated to
  obtain management efficiencies. Dale P. Kramer, who was named Retailer of
  the Year for 1996 by Discount Store News, will remain as President and CEO
  of ShopKo, and David Schwartz, who has been instrumental in Phar-Mor's
  turnaround, will remain as President of Phar-Mor. Robert M. Haft, an
  individual with proven experience and success leading such retail companies
  as Crown Books, Trak Auto and Dart Group, will be Chairman of the Board and
  CEO of Cabot Noble. In addition, other key members of the ShopKo management
  team associated with its repositioning will be available to assist Phar-Mor
  with its major remodeling efforts. Phar-Mor and ShopKo have discussed
  changes in the executive management of Cabot Noble and its operating
  subsidiaries, but have not reached agreement on such changes. See "Risk
  Factors--Dependence on Key Personnel."     
 
                                      33
<PAGE>
 
                          COMPARATIVE PER SHARE DATA
 
  The following table sets forth earnings, book value and cash dividends per
share for (i) ShopKo Shares and Phar-Mor Shares on a historical basis, (ii)
Cabot Noble Shares on a pro forma basis assuming the consummation of the
Transaction and (iii) ShopKo Shares and Phar-Mor Shares on a pro forma
equivalent basis assuming consummation of the Transaction and the exchange
ratios outlined in note (c) below. Phar-Mor did not pay any dividends during
the relevant periods. The table should be read in conjunction with the
respective consolidated financial statements of ShopKo and Phar-Mor and the
unaudited pro forma consolidated financial statements of Cabot Noble included
elsewhere in this Joint Proxy Statement/Prospectus.
 
<TABLE>   
<CAPTION>
                                               PHAR-MOR                                     SHOPKO
                          --------------------------------------------------- -----------------------------------
 
                             AT OR FOR        AT OR FOR         AT OR FOR         AT OR FOR
                            THIRTY-NINE       TWENTY-TWO         THIRTY             FORTY           AT OR FOR
                            WEEKS ENDED      WEEKS ENDED       WEEKS ENDED       WEEKS ENDED       YEAR ENDED
                          NOVEMBER 2, 1996 FEBRUARY 3, 1996 SEPTEMBER 2, 1995 NOVEMBER 30, 1996 FEBRUARY 24, 1996
                          ---------------- ---------------- ----------------- ----------------- -----------------
<S>                       <C>              <C>              <C>               <C>               <C>
Historical
 Earnings (Loss) Per
  Share.................       $(0.62)          $0.42            $(1.17)            $0.64             $1.20
 Cash Dividends Per
  Share.................          N/A             N/A               N/A              0.22              0.44
 Book Value Per Share...         7.17            7.78              7.36             13.60             13.18
 
<CAPTION>
                                              AT OR FOR
                                              YEAR ENDED
                                           FEBRUARY 3, 1996
                                           ----------------
<S>                       <C>              <C>              <C>               <C>               <C>
Pro Forma Phar-Mor(a)
 Earnings Per Share.....                        $0.54
 Cash Dividends Per
  Share.................                          N/A
 Book Value Per Share...                         7.78
<CAPTION>
                                     CABOT NOBLE
                                 PRO FORMA COMBINED
                          ---------------------------------
                             AT OR FOR
                            THIRTY-NINE       AT OR FOR
                            WEEKS ENDED       YEAR ENDED
                          NOVEMBER 2, 1996 FEBRUARY 3, 1996
                          ---------------- ----------------
<S>                       <C>              <C>              <C>               <C>               <C>
Cabot Noble Pro Forma
 Combined(b)
 Earnings Per Share.....        $0.05           $0.51
 Cash Dividends Per
  Share.................          N/A             N/A
 Book Value Per Share...         3.83            3.79
<CAPTION>
                                      PHAR-MOR                                              SHOPKO
                          ---------------------------------                   -----------------------------------
                             AT OR FOR                                            AT OR FOR
                            THIRTY-NINE       AT OR FOR                          THIRTY-NINE        AT OR FOR
                            WEEKS ENDED       YEAR ENDED                         WEEKS ENDED       YEAR ENDED
                          NOVEMBER 2, 1996 FEBRUARY 3, 1996                   NOVEMBER 2, 1996  FEBRUARY 3, 1996
                          ---------------- ----------------                   ----------------- -----------------
<S>                       <C>              <C>              <C>               <C>               <C>
Pro Forma Equivalents(c)
 Earnings Per Share.....        $0.05           $0.51                               $0.16             $1.60
 Cash Dividends Per
  Share.................          N/A             N/A                                 N/A               N/A
 Book Value Per Share...         3.83            3.79                               12.03             11.90
</TABLE>    
- --------
(a) See Phar-Mor Unaudited Pro Forma Consolidated Statement of Operations.
(b) See Cabot Noble Unaudited Pro Forma Consolidated Financial Statements.
   
(c) Pro forma equivalents represent the unaudited pro forma combined earnings
    per share, cash dividends per share and book value per share calculated on
    a basis of: (1) 1 to 1 exchange ratio for Phar-Mor and (2) 3.14 to 1
    ShopKo Exchange Ratio for ShopKo.     
 
                                      34
<PAGE>
 
                                CAPITALIZATION
 
  The following table sets forth the Capitalization of ShopKo, Phar-Mor and
Cabot Noble as of November 2, 1996 and the pro forma capitalization of Cabot
Noble after giving effect to the Transaction. This table should be read in
conjunction with the Cabot Noble, Inc. Unaudited Pro Forma Consolidated
Financial Statements included elsewhere in this Joint Proxy
Statement/Prospectus and the Cabot Noble, ShopKo and Phar-Mor historical
consolidated financial statements, including the notes thereto.
 
                            AS OF NOVEMBER 2, 1996
                 (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>   
<CAPTION>
                                                HISTORICAL
                                          -----------------------
                                                            CABOT CABOT NOBLE
                                           SHOPKO  PHAR-MOR NOBLE  PRO FORMA
                                          -------- -------- ----- -----------
<S>                                       <C>      <C>      <C>   <C>
Short-term debt:
 Cabot Noble Financing...................      --       --   --     140,553(a)
Long-term debt:
 Existing borrowings (long-term debt and
  capital leases net of current
  portion)............................... $414,620 $146,740   --    561,360
 Reduction in borrowings.................      --       --    --     (5,002)(b)
                                          -------- -------- ----   --------
 Total borrowings........................  414,620  146,740   --    696,911
Total stockholders' equity...............  427,530   87,124   --    272,946 (c)
                                          -------- -------- ----   --------
Total capitalization..................... $842,150 $233,864   --   $969,857
                                          ======== ======== ====   ========
</TABLE>    
- --------
<TABLE>   
<S>                                                                  <C>
(a)  Represents borrowings under the Cabot Noble Financing to cover
     seasonal working capital requirements. This amount is expected
     to be paid down to $0 by year-end.
 
(b) The reduction in borrowings is the result of the elimination of non-
    recourse debt associated with the current Phar-Mor corporate office
    building.
(c)  Pro forma Total Stockholders' Equity is based on the following, as the
     Combination is accounted for as an acquisition
     of Phar-Mor by ShopKo:
  SHOPKO:
   ShopKo historical equity as of November 2, 1996.................. $ 427,530
    Plus the effect of the Transaction on ShopKo historical equity..     2,146
                                                                     ---------
                                                                       429,676
  CABOT NOBLE BUY BACK:
   Repurchase of 90% of the Cabot Noble Shares issued to supervalu..  (223,594)
  EXCHANGE OF SHARES:
   Exchange of 1 Cabot Noble Share for each of the 12,157,054
    outstanding Phar-Mor Shares (based on $5.50 per share)..........    66,864
                                                                     ---------
  TOTAL PRO FORMA STOCKHOLDERS' EQUITY.............................. $ 272,946
                                                                     =========
</TABLE>    
 
  The exchange of ShopKo Shares for Cabot Noble Shares pursuant to the ShopKo
Exchange does not impact the pro forma stockholders' equity.
 
                                      35
<PAGE>
 
                        MARKET PRICE AND DIVIDEND DATA
 
SHOPKO
 
  The ShopKo Shares are currently traded on the NYSE under the symbol "SKO."
The following table sets forth the high and low sale prices and the dividends
declared and paid for each period indicated below.
 
<TABLE>   
<CAPTION>
                                                        HIGH     LOW   DIVIDEND
                                                       ------- ------- --------
   <S>                                                 <C>     <C>     <C>
   FISCAL YEAR 1995
     First Quarter (ended June 18, 1994).............. $12.000 $10.250   $.11
     Second Quarter (ended September 10, 1994)........  10.375   9.750    .11
     Third Quarter (ended December 3, 1994)...........  10.625   9.750    .11
     Fourth Quarter (ended February 25, 1995).........   9.750   8.625    .11
   FISCAL YEAR 1996
     First Quarter (ended June 17, 1995)..............  11.750   8.750    .11
     Second Quarter (ended September 9, 1995).........  14.000  10.250    .11
     Third Quarter (ended December 2, 1995)...........  13.250  10.250    .11
     Fourth Quarter (ended February 24, 1996).........  11.750  10.875    .11
   FISCAL YEAR 1997
     First Quarter (ended June 15, 1996)..............  16.500  11.250    .11
     Second Quarter (ended September 7, 1996).........  16.250  13.500    .11
     Third Quarter (ended November 30, 1996)..........  16.250  15.625   (--)
     Fourth Quarter (through February 20, 1997).......
</TABLE>    
 
  On September 6, 1996, the last trading day before ShopKo publicly announced
the execution of the Combination Agreement, the closing sales price per ShopKo
Share reported on the NYSE was $16.25. On         , 1997 the closing sales
price of ShopKo Shares was $    per share. Holders of ShopKo Shares are urged
to obtain current quotations for the market price of such stock. As of
 , 1997, ShopKo had     shareholders of record. The Combination Agreement
prohibits ShopKo from declaring or paying dividends on ShopKo Shares following
the $0.11 per share dividend paid on September 15, 1996.
 
PHAR-MOR
 
  The Phar-Mor Shares are currently traded on the Nasdaq-NMS under the symbol
"PMOR." Prior to September 11, 1995, there was no established public trading
market for the Phar-Mor Shares or for the Phar-Mor Warrants. From September
11, 1995 through October 31, 1995, the only market activity in the Phar-Mor
Shares of which Phar-Mor was aware was trading on a limited basis, primarily
through inter-dealer quotations. From October 31, 1995 through February 7,
1996, the Phar-Mor Shares were quoted for trading on the Nasdaq SmallCap
Market. Since February 8, 1996, the Phar-Mor Shares have been included for
quotation on the Nasdaq-NMS under the symbol "PMOR."
 
                                      36
<PAGE>
 
  The following table sets forth, for the periods indicated, the high and low
closing prices for the Phar-Mor Shares and Phar-Mor Warrants. For the period
prior to October 31, 1995 with respect to the Phar-Mor Shares, and for the
period prior to     with respect to the Phar-Mor Warrants, such reported
prices reflect inter-dealer quotations without retail mark-up or mark-down and
may not necessarily represent actual transactions. Since its emergence from
bankruptcy in September, 1995, Phar-Mor has not paid any dividends on Phar-Mor
Shares.
 
<TABLE>   
<CAPTION>
                                                                    HIGH   LOW
                                                                   ------ ------
   <S>                                                             <C>    <C>
   PHAR-MOR SHARES
   ---------------
    FISCAL YEAR 1996
    First Quarter(1) (ended September 30, 1995)..................  $9.250 $6.812
    Second Quarter (ended December 30, 1995).....................   9.750  6.375
    Third Quarter (ended March 30, 1996).........................   8.250  6.875
    Fourth Quarter (ended June 29, 1996).........................   8.625  7.000
    FISCAL YEAR 1997
    First Quarter (ended September 28, 1996).....................   8.375  6.125
    Second Quarter (ended December 28, 1996).....................   6.250  5.250
    Third Quarter (through February 14, 1997)....................   5.688  5.250
   PHAR-MOR WARRANTS
   -----------------
    FISCAL YEAR 1996
    First Quarter(1) (ended September 30, 1995)..................  $1.375 $0.500
    Second Quarter (ended December 30, 1995).....................   4.000  2.250
    Third Quarter (ended March 30, 1996).........................   3.500  2.250
    Fourth Quarter (ended June 29, 1996).........................   3.875  2.250
    FISCAL YEAR 1997
    First Quarter (ended September 28, 1996).....................   3.375  2.250
    Second Quarter (ended December 28, 1996).....................   2.875  1.500
    Third Quarter (through February 14, 1997)....................   1.438  1.125
</TABLE>    
  --------
    (1) Commencing September 11, 1995
   
  On September 5, 1996, the last trading day on which Phar-Mor Shares traded
before Phar-Mor publicly announced the execution of the Combination Agreement,
the closing sales price reported on the Nasdaq-NMS per Phar-Mor Share was
$8.125. On August 27, 1996, the last trading day on which Phar-Mor Warrants
traded before Phar-Mor publicly announced the execution of the Combination
Agreement, the closing sales price reported per Phar-Mor Warrant was $2.375.
On February 14, 1997 the closing sale price of (i) Phar-Mor Shares was $5.3125
per share and (ii) Phar-Mor Warrants was $1.875 per warrant. Holders of Phar-
Mor Shares and Phar-Mor Warrants are urged to obtain current quotations for
the market prices of such securities. As of February 14, 1997, Phar-Mor had
2,814 shareholders of record and 2,695 warrant holders of record.     
 
CABOT NOBLE
 
  There is currently no market for Cabot Noble Shares. Phar-Mor currently owns
all of the 100 issued and outstanding Cabot Noble Shares which will be
canceled in the Combination. See generally "Risk Factors--Trading Market for
Cabot Noble Shares" and "Description of Capital Stock of Cabot Noble."
 
  Cabot Noble has no operating history. Following the Effective Date,
provisions of the Cabot Noble Financing or other borrowing arrangements which
may be entered into in connection with the Transaction will restrict Cabot
Noble from declaring and paying dividends on Cabot Noble Shares, and existing
indebtedness of Phar-Mor will restrict it from declaring and paying dividends
on the Phar-Mor Shares owned by Cabot Noble. It is expected to be the policy
of Cabot Noble's Board that, for the foreseeable future, Cabot Noble will
retain all future earnings for the growth and expansion of its business and
not declare dividends.
 
                                      37
<PAGE>
 
                             THE SPECIAL MEETINGS
 
GENERAL
 
  This Joint Proxy Statement/Prospectus is being furnished to ShopKo and Phar-
Mor shareholders in connection with the solicitation of proxies by the ShopKo
Board and the Phar-Mor Board, respectively, for use at the Special Meetings to
consider and vote upon the approval of the ShopKo Plan and the Phar-Mor Plan,
respectively.
 
  Special meetings of the shareholders of ShopKo and Phar-Mor will be held on
        and        , 1997, respectively. The Phar-Mor special meeting will be
held at    ,    , at    a.m., local time (the "Phar-Mor Special Meeting"), and
the ShopKo special meeting will be held at    , at    a.m., local time (the
"ShopKo Special Meeting").
 
  The ShopKo Board and the Phar-Mor Board have approved the Combination
Agreement. Each board has determined that the Combination is fair to, and in
the best interests of, the respective shareholders of ShopKo and Phar-Mor. The
ShopKo Board and the Phar-Mor Board recommend that the shareholders of ShopKo
and Phar-Mor vote for adoption and approval of the Combination Agreement and
the ShopKo Plan and the Phar-Mor Plan, respectively. The Combination Agreement
and the ShopKo Plan and the Phar-Mor Plan have also been approved by the Cabot
Noble Board.
 
SHOPKO RECORD DATE; QUORUM; VOTE REQUIRED
   
  Only ShopKo shareholders of record as of the close of business on February
 , 1997 (the "ShopKo Record Date") will be entitled to notice of, and to vote
at, the ShopKo Special Meeting. At the ShopKo Record Date, there were
outstanding    ShopKo Shares. Each holder of ShopKo Shares outstanding on the
ShopKo Record Date is entitled to one vote for each share so held, exercisable
in person or by properly executed and delivered proxy, at the ShopKo Special
Meeting. The presence of the holders of at least a majority of the ShopKo
Shares outstanding on the ShopKo Record Date, whether present in person or by
properly executed and delivered proxy, will constitute a quorum for the
purposes of the ShopKo Special Meeting.     
 
  The affirmative vote of the holders of record of at least a majority of the
outstanding ShopKo Shares is necessary to adopt and approve the ShopKo Plan.
Since approval of the ShopKo Plan requires the affirmative vote of a majority
of all outstanding ShopKo Shares, abstentions, failures to vote and broker
non-votes will have the same effect as a vote against approval of the ShopKo
Plan for purposes of determining whether the requisite majority has been
obtained. supervalu has entered into an agreement with Robert M. Haft,
Chairman of the Board of Phar-Mor, and Cabot Noble pursuant to which supervalu
has agreed to vote a number of supervalu's Shares constituting at least 19.9%
of the outstanding ShopKo Shares in favor of the approval and adoption of the
ShopKo Plan (the "Voting Agreement"). supervalu agreed to vote 19.9% of the
outstanding ShopKo Common Stock in favor of the ShopKo Plan since an agreement
to vote 20% or more of such shares in favor of the ShopKo Plan may have caused
the other parties to the Voting Agreement to be subject to the Minnesota
Control Share Acquisition Act. See "The Transaction--Voting Agreement."
supervalu has expressed its intention to vote its remaining ShopKo Shares
(representing an additional 26% of the outstanding ShopKo Shares), in favor of
the approval and adoption of the ShopKo Plan.
 
  Shareholders of ShopKo will have the right to dissent from the ShopKo
Exchange and, subject to strict compliance with certain provisions of the
Minnesota Law, to receive in lieu of Cabot Noble Shares the "fair value" of
their ShopKo Shares in cash. See "The Special Meetings--Dissenters' Rights"
and Annex D.
 
PHAR-MOR RECORD DATE; QUORUM; VOTE REQUIRED
 
  The affirmative vote of the holders of record of a majority of the Phar-Mor
Shares present in person or represented by proxy at the Phar-Mor Special
Meeting is required to adopt and approve the Combination Agreement and the
Phar-Mor Plan.
 
                                      38
<PAGE>
 
   
  Only Phar-Mor shareholders of record as of the close of business on February
 , 1997 (the "Phar-Mor Record Date") will be entitled to notice of, and to
vote at, the Phar-Mor Special Meeting. At the Phar-Mor Record Date, there were
outstanding    Phar-Mor Shares. Each holder of Phar-Mor Shares outstanding on
the Phar-Mor Record Date is entitled to one vote for each share so held,
exercisable in person or by properly executed and delivered proxy, at the
Phar-Mor Special Meeting. Except as discussed below, the presence of the
holders of at least a majority of the Phar-Mor Shares outstanding on the Phar-
Mor Record Date, whether present in person or by properly executed and
delivered proxy, will constitute a quorum for the purposes of the Phar-Mor
Special Meeting. In the event the scheduled Phar-Mor Special Meeting is
adjourned for one or more periods aggregating at least 15 days because of the
absence of a quorum, any number of shareholders who attend the adjourned Phar-
Mor Special Meeting, in person or by proxy, whether or not they represent less
than a majority of the outstanding Phar-Mor Shares, shall nevertheless
constitute a quorum for the purpose of acting upon any matter set forth in the
notice of the meeting if the notice states that those shareholders who attend
the adjourned meeting shall nevertheless constitute a quorum for the purpose
of acting upon the matter. Thus, the Phar-Mor Plan could be approved by as few
as one Phar-Mor shareholder if only one shareholder attends the adjourned
Phar-Mor Special Meeting, in person or by proxy, under such circumstances.
Management of Phar-Mor believes that this provision will have little effect on
shareholder rights because of the high likelihood that a substantially greater
number of Phar-Mor Shareholders would attend such an adjourned meeting, in
person or by proxy. The Phar-Mor shareholders' notice includes such a
statement, in boldface type, notifying the shareholders of the possibility of
such an adjournment and that the Phar-Mor Plan may, therefore, be approved by
a majority of a quorum which constitutes less than a majority of Phar-Mor
Shares. No further notice to Phar-Mor Shareholders is required in connection
with any adjournment of the Phar-Mor Special Meeting, other than by
announcement at the meeting at which the adjournment is taken, unless the
Phar-Mor Board fixes a new record date for the adjourned meeting. PHAR-MOR
SHAREHOLDERS SHOULD BE AWARE THAT IN THE EVENT THE PHAR-MOR SPECIAL MEETING AS
SCHEDULED IS ADJOURNED FOR ONE OR MORE PERIODS AGGREGATING AT LEAST 15 DAYS
BECAUSE OF THE ABSENCE OF A QUORUM, AND NEITHER PHAR-MOR NOR SHOPKO EXERCISES
ITS RIGHT TO TERMINATE THE COMBINATION AGREEMENT, THEN ANY NUMBER OF
SHAREHOLDERS WHO ATTEND THE ADJOURNED PHAR-MOR SPECIAL MEETING, IN PERSON OR
BY PROXY, WHETHER OR NOT THEY REPRESENT LESS THAN A MAJORITY OF THE
OUTSTANDING PHAR-MOR SHARES, SHALL NEVERTHELESS CONSTITUTE A QUORUM FOR THE
PURPOSE OF ACTING ON THE MATTERS IDENTIFIED IN THE PHAR-MOR NOTICE OF SPECIAL
MEETING OF SHAREHOLDERS ACCOMPANYING THIS JOINT PROXY STATEMENT/PROSPECTUS.
UNDER SUCH CIRCUMSTANCES, THERE IS NO MINIMUM NUMBER OF PHAR-MOR SHAREHOLDERS
NECESSARY TO REPRESENT A QUORUM AT THE ADJOURNED PHAR-MOR SPECIAL MEETING.
THEREFORE, THE PHAR-MOR PLAN MAY, PURSUANT TO THE PENNSYLVANIA LAW AND PHAR-
MOR'S BYLAWS, BE APPROVED BY A MAJORITY OF A QUORUM WHICH, IN CERTAIN
CIRCUMSTANCES, MAY CONSTITUTE HOLDERS OF LESS THAN A MAJORITY OF THE ISSUED
AND OUTSTANDING PHAR-MOR SHARES. In the event the Phar Mor Special Meeting is
adjourned, Phar Mor shareholders shall have the right to revoke their proxy or
change their vote at any time before the final shareholder vote is taken by
giving written notice of revocation to the secretary of Phar-Mor, by
submitting a later dated proxy, by following the telephonic procedure set
forth in "--Solicitation of Phar-Mor Proxies" or by voting in person at the
adjourned Phar-Mor Special Meeting. The Combination Agreement provides that
either the Phar-Mor Board or the ShopKo Board may terminate the Combination
Agreement if the Effective Date does not occur on or before March 31, 1997.
Therefore, based on the presently scheduled date of the Phar-Mor Special
Meeting, if such meeting were adjourned for the 15 days required to utilize
the reduced quorum provisions described above, the ShopKo Board and the Phar-
Mor Board would each have the right to terminate the Combination Agreement
prior to the rescheduled Phar-Mor Special Meeting.     
   
  Robert Haft has agreed to use reasonable efforts to cause Hamilton Morgan,
which beneficially owns 4,704,033 (or 38.7%) of the outstanding Phar-Mor
Shares, to vote those shares in favor of approval and adoption of the Phar-Mor
Plan. Under the Hamilton Morgan LLC Agreement, the Phar-Mor Shares
beneficially owned by Hamilton Morgan may not be voted without the unanimous
consent of the members of Hamilton Morgan. As of January 2, 1997, the Haft
Members, as tenants by the entirety, owned 30.2% of the membership interests
in Hamilton Morgan and FoxMeyer Health owned 69.8% of such interests. Robert
Haft is President of Hamilton Morgan. FoxMeyer Health has indicated that it
has not reached a conclusion as to its position on the Transaction. FoxMeyer
Health initiated the buy-sell provisions of the Hamilton Morgan LLC Agreement
on December 18,     
 
                                      39
<PAGE>
 
   
1996, pursuant to which either FoxMeyer Health or the Haft Members may acquire
all of the membership interests in Hamilton Morgan. On December 23, 1996, the
Haft Members exercised their rights under the Hamilton Morgan LLC Agreement to
seek binding arbitration regarding certain areas of disagreement between
FoxMeyer Health and the Haft Members, including voting rights with respect to
the Phar-Mor Shares beneficially held by Hamilton Morgan and certain matters
relating to FoxMeyer Health's exercise of its buy-sell rights. The Haft
Members assert that, pursuant to the provisions of the Hamilton Morgan LLC
Agreement, Robert M. Haft, as President of Hamilton Morgan, has sole voting
power of the Phar-Mor Shares beneficially held by Hamilton Morgan because an
event of default occurred under the bank facility entered into by FoxMeyer
Health in connection with the purchase of certain of such Phar-Mor Shares.
FoxMeyer Health asserts that it has sole voting power over the Phar-Mor Shares
beneficially held by Hamilton Morgan because FoxMeyer Health alleges that
Robert Haft has a conflict of interest in connection with the Transaction.
Phar-Mor is not able to determine what effect, if any, the dispute regarding
the FM Phar-Mor Shares will have on the ability of FoxMeyer Health or any
other entity to vote such shares and what effect, if any, the resolution of
such dispute will have on the ability of Phar-Mor to consummate the
Transaction. See "Risk Factors--Hamilton Morgan Issues" and "Description of
Phar-Mor--Security Ownership of Certain Beneficial Owners and Management."
    
DISSENTERS' RIGHTS
 
  Phar-Mor. Holders of Phar-Mor Shares are not entitled to dissenters' rights.
 
  ShopKo. Holders of ShopKo Shares are entitled to dissenters' rights;
however, it is a condition to the Combination that holders of no more than 5%
of the outstanding ShopKo Shares shall have exercised such rights. Sections
302A.471 and 302A.473 of the Minnesota Law entitle any ShopKo shareholder who
objects to the ShopKo Plan and who follows the procedures prescribed by
Section 302A.473, in lieu of receiving the consideration proposed under the
ShopKo Plan, to receive cash equal to the "fair value" of such shareholder's
ShopKo Shares. Set forth below is a summary of the procedures relating to the
exercise of such dissenters' rights. This summary does not purport to be a
complete statement of dissenters' rights and is qualified in its entirety by
reference to Sections 302A.471 and 302A.473 of the Minnesota Law, which are
reproduced in full as Annex D hereto and are incorporated herein by reference,
and to any amendments to such provisions as may be adopted after the date
hereof.
 
  ANY SHOPKO SHAREHOLDER CONTEMPLATING THE POSSIBILITY OF DISSENTING FROM THE
SHOPKO PLAN SHOULD CAREFULLY REVIEW THE TEXT OF ANNEX D (PARTICULARLY THE
SPECIFIED PROCEDURAL STEPS REQUIRED TO PERFECT DISSENTERS' RIGHTS, WHICH ARE
COMPLEX) AND SHOULD ALSO CONSULT SUCH SHAREHOLDER'S LEGAL COUNSEL. SUCH RIGHTS
WILL BE LOST IF THE PROCEDURAL REQUIREMENTS OF SECTION 302A.473 OF THE
MINNESOTA LAW ARE NOT FULLY AND PRECISELY SATISFIED.
 
  The Minnesota Law provides dissenters' rights for shareholders of ShopKo who
object to the ShopKo Plan and meet the requisite statutory requirements
contained in the Minnesota Law. Under the Minnesota Law, any ShopKo
shareholder who (i) files with ShopKo written notice of his or her intent to
demand the fair value for his or her ShopKo Shares if the ShopKo Plan is
consummated and becomes effective, which notice is filed with ShopKo before
the vote is taken at the ShopKo Special Meeting, and (ii) does not vote his or
her ShopKo Shares at the ShopKo Special Meeting in favor of the proposal to
approve and adopt the ShopKo Plan, shall be entitled, if the ShopKo Plan is
approved, adopted and consummated, to receive a cash payment of the fair value
of such shareholder's ShopKo Shares upon compliance with the applicable
statutory procedural requirements. A failure by any ShopKo shareholder to vote
against the proposal to approve and adopt the ShopKo Plan will not in and of
itself constitute a waiver of the dissenters' rights of such shareholder under
the Minnesota Law. However, the submission of a proxy which does not direct
how the ShopKo Shares represented thereby are to be voted will constitute a
vote in favor of the ShopKo Plan and a waiver of statutory dissenters' rights.
In addition, a ShopKo shareholder's vote against the proposal to approve and
adopt the ShopKo Plan will not satisfy the notice requirement referred to in
clause (i) above.
 
                                      40
<PAGE>
 
  Any written notice of a ShopKo shareholder's intent to demand payment of
fair value in cash for such shareholder's ShopKo Shares if the ShopKo Plan is
consummated must be filed with ShopKo at: 700 Pilgrim Way, P.O. Box 19060,
Green Bay, Wisconsin 54307-9060 Attn: Richard D. Schepp, Corporate Secretary,
prior to the vote on the ShopKo Plan at the ShopKo Special Meeting. A
shareholder who votes for the ShopKo Plan will have no dissenters' rights. A
shareholder who does not satisfy each of the requirements of Sections 302A.471
and 302A.473 of the Minnesota Law is not entitled to payment for such
shareholder's ShopKo Shares under the dissenters' rights provisions of the
Minnesota Law and will be bound by the terms of the ShopKo Plan as set forth
in the Combination Agreement.
 
  After the proposed ShopKo Plan has been approved, ShopKo will send written
notice to all shareholders who have given written notice under the dissenters'
rights provisions and not voted in favor of the ShopKo Plan as described
above. The notice will contain: (i) the address where the demand for payment
and certificates representing ShopKo Shares (the "ShopKo Certificates") must
be sent and the date by which they must be received, (ii) any restrictions on
transfer of uncertificated shares that will apply after the demand for payment
is received, (iii) a form to be used to certify the date on which the
shareholder, or the beneficial owner on whose behalf the shareholder dissents,
acquired the ShopKo Shares (or an interest in them) and to demand payment, and
(iv) a copy of the provisions of the Minnesota Law set forth in Annex D with a
brief description of the procedures to be followed under those provisions. A
ShopKo shareholder who is sent a notice and who wishes to assert dissenters'
rights must demand payment and deposit his or her ShopKo Certificates within
30 days after such notice is given. Under Minnesota law, notice by mail is
given by ShopKo when deposited in the United States mail. A SHAREHOLDER WHO
FAILS TO MAKE DEMAND FOR PAYMENT OR DEPOSIT STOCK CERTIFICATES WITHIN SUCH 30-
DAY PERIOD WILL LOSE THE RIGHT TO RECEIVE FAIR VALUE FOR HIS OR HER SHARES
UNDER THE DISSENTERS' RIGHTS PROVISIONS NOTWITHSTANDING THE EARLIER TIMELY
FILING OF NOTICE OF INTENT TO DEMAND PAYMENT. Prior to the Effective Date, a
ShopKo shareholder exercising dissenters' rights retains all other rights of a
ShopKo shareholder. From and after the Effective Date, dissenting shareholders
will no longer be entitled to any rights of ShopKo shareholders, including,
but not limited to, the right to receive notice of meetings, to vote at any
meetings or to receive dividends, and will only be entitled to dissenters'
rights as provided by the Minnesota Law. If any such holder of ShopKo Shares
shall have failed to perfect or shall have effectively withdrawn or lost such
right, his or her ShopKo Shares shall thereupon be deemed to have been
exchanged for Cabot Noble Shares and cash in lieu of any fractional Cabot
Noble Shares pursuant to the provisions of the ShopKo Plan.
 
  Except as provided below, after the Effective Date or upon receipt of a
valid demand for payment, whichever is later, ShopKo will remit to each
dissenting shareholder who complied with the requirements of the Minnesota Law
the amount ShopKo estimates to be the fair value of such shareholder's ShopKo
Shares, plus interest accrued from a date five days after the Effective Date
to the date of payment calculated at the rate provided in Section 549.09 of
the Minnesota Law (presently 5% through        ). The payment also must be
accompanied by certain financial data relating to ShopKo, ShopKo's estimate of
the fair value of the shares and a brief description of the method used to
reach such estimate, and a copy of Sections 302A.471 and 302A.473 of the
Minnesota Law with a brief description of the procedures to be followed in
demanding supplemental payment. If a dissenting shareholder believes that the
amount remitted is less than the fair value of the ShopKo Shares plus
interest, if any, such dissenting shareholder must give written notice to
ShopKo of his or her own estimate of the fair value of the shares, plus
interest, if any, within 30 days after ShopKo mails its remittance, and demand
payment of the difference. Failure to make such demand within such 30-day
period entitles the dissenting shareholder only to the amount remitted. If
ShopKo fails to remit payment within 60 days of the deposit of the ShopKo
Certificates or the imposition of transfer restrictions on uncertificated
shares, it shall return all deposited ShopKo Certificates and cancel all
transfer restrictions; however, ShopKo may again give notice regarding the
procedure to exercise dissenters' rights and require deposit or restrict
transfer at a later time.
 
  ShopKo may withhold such remittance with respect to ShopKo Shares for which
the dissenting shareholder demanding payment was not the registered owner (or
the person on whose behalf such dissenting shareholder acts
 
                                      41
<PAGE>
 
was not the beneficial owner) as of the first public announcement date of the
ShopKo Plan (the "Public Announcement Date"). As to each such dissenting
shareholder who has validly demanded payment, following the Effective Date or
the receipt of demand, whichever is later, ShopKo will mail its estimate of
the fair value of such dissenting shareholder's ShopKo Shares and offer to pay
this amount with interest, if any, to the dissenting shareholder upon receipt
of such dissenting shareholder's agreement to accept this amount in full
satisfaction. If such dissenting shareholder believes that ShopKo's offer is
for less than the fair value of the ShopKo Shares, with interest, if any, such
dissenting shareholder must give written notice to ShopKo of his or her own
estimate of the fair value of the ShopKo Shares, with interest, if any, and
demand payment of this amount within 30 days after the mailing of ShopKo's
offer. If the dissenting shareholder fails to give written notice of such
estimate to ShopKo within such 30-day period, such dissenting shareholder will
be entitled only to the amount offered by ShopKo.
 
  If ShopKo receives a demand from a dissenting shareholder to pay such
difference, it shall, within 60 days after receiving the demand, either pay to
the dissenting shareholder the amount demanded or agreed to by the dissenting
shareholder after discussion with ShopKo or file in a court of competent
jurisdiction in Hennepin County, Minnesota, a petition requesting that the
court determine the fair value of the ShopKo Shares, plus interest, if any.
All dissenting shareholders whose demands are not settled within the
applicable 60-day period will be made parties to the proceeding.
   
  The court may appoint one or more appraisers to receive evidence and make
recommendations to the court as to the amount of the fair value of the shares.
The court shall determine whether the dissenting shareholders have complied
with the requirements of Section 302A.473 of the Minnesota Law and shall
determine the fair value of the shares, taking into account any and all
factors the court finds relevant, computed by any method or combination of
methods that the court, in its discretion, sees fit to use. The fair value of
the shares as determined by the court is binding on all dissenting
shareholders and may be less than, equal to or greater than the market price
of the Cabot Noble Shares to be issued to non-dissenting shareholders for
their ShopKo Shares if the ShopKo Plan is consummated. If the court determines
that the fair value of the shares is in excess of the amount, if any, remitted
by ShopKo, then the court will enter a judgment for cash in favor of the
dissenting shareholders in an amount by which the value determined by the
court, plus interest, exceeds such amount previously remitted. A dissenting
shareholder will not be liable to ShopKo if the amount, if any, remitted to
such shareholder exceeds the fair value of the shares, as determined by the
court, plus interest.     
 
  Costs and expenses of the court proceeding shall be determined by the court
and assessed against ShopKo, except that part or all of the costs may be
assessed against any dissenting shareholders whose actions in demanding
supplemental payments are found by the court to be arbitrary, vexatious or not
in good faith.
 
  If the court finds that ShopKo did not substantially comply with the
relevant provisions of Section 302A.473 of the Minnesota Law, the court may
also assess the fees and expenses, if any, of attorneys or experts as the
court deems equitable against ShopKo. Such fees and expenses may also be
assessed against any party if the court finds that such party has acted
arbitrarily, vexatiously or not in good faith in bringing the proceedings, and
may be awarded to a party injured by those actions. The court may award, in
its discretion, fees and expenses of an attorney for the dissenting
shareholders out of the amount awarded to such shareholders, if any.
 
  A shareholder of record may assert dissenters' rights as to fewer than all
of the shares registered in such shareholder's name only if he or she dissents
with respect to all shares beneficially owned by a beneficial shareholder and
notifies ShopKo of the name and address of each person on whose behalf he or
she asserts dissenters' rights. The rights of such a partial dissenting
shareholder are determined as if the shares as to which he or she dissents and
his or her other shares were registered in the names of different
shareholders. Beneficial owners of ShopKo Shares who desire to exercise
dissenters' rights themselves must obtain and submit the registered owner's
written consent at or before the time they file the notice of intent to demand
fair value.
 
  For purposes of Minnesota Law, "fair value" means the value of ShopKo Shares
immediately before the Effective Date.
 
                                      42
<PAGE>
 
  Under Subdivision 4 of Section 302A.471 of the Minnesota Law, a ShopKo
shareholder has no right, at law or in equity, to set aside the approval and
adoption of the ShopKo Plan or the consummation of the ShopKo Plan except if
such approval, adoption or consummation was fraudulent with respect to such
shareholder or ShopKo.
 
SOLICITATION OF SHOPKO PROXIES
 
  The accompanying proxy is being solicited by the ShopKo Board for use in
connection with the ShopKo Special Meeting. ShopKo will bear its own expenses
in connection with the ShopKo Special Meeting. In addition to solicitation of
proxies by mail, directors, officers and employees of ShopKo may make
solicitation of proxies for the ShopKo Special Meeting either personally or by
telephone, telegram or other forms of communication. Such directors, officers
and employees will receive no special compensation for any solicitation.
Brokerage houses, nominees, fiduciaries and other custodians will be requested
to forward soliciting materials to beneficial owners and will be reimbursed
for their customary charges and expenses.
   
  ShopKo shareholders are requested to complete, date and sign the
accompanying form of proxy and return it to ShopKo in the enclosed postage-
paid envelope. When the accompanying form of proxy is returned properly
executed, the ShopKo Shares represented thereby will be voted at the ShopKo
Special Meeting in accordance with the instructions received therein. If a
proxy is executed and returned without an indication as to how the ShopKo
Shares represented thereby are to be voted, such shares will be voted in favor
of approval and adoption of the ShopKo Plan. Shareholder approval will
constitute approval of the Combination if (i) the ShopKo Exchange Ratio is
greater than 3.140 or less than 1.895 and the Combination Agreement is not
terminated or (ii) if the ShopKo Exchange Ratio would have been greater than,
but is set at, 3.140 or would have been less than, but is set at 1.895, in
each case subject to the fiduciary obligations of the ShopKo and Phar-Mor
Boards and other applicable legal requirements.     
 
  Alternatively, until the commencement of the ShopKo Special Meeting, a
registered holder of ShopKo Shares may vote in the following manner:
 
  . The registered holder of ShopKo Shares to be voted should dial (1 800
       -   ) between 8 a.m. and midnight Eastern Standard Time on any day
    commencing     , 1997 and ending on    , 1997 (or, in the event the
    ShopKo Special Meeting is adjourned, on the day prior to the date of the
    adjourned meeting) and tell the operator that such holder wishes to send
    a collect datagram to Shopko Stores, Inc.
 
  . The operator will need the registered holder's six digit identification
    number. The identification number appears in the upper left hand corner
    on the back side of the proxy card.
 
  . The operator will have the text of the proxy card. The registered holder
    should then inform the operator how such holder wishes to vote on the
    items listed on the proxy card.
 
  . Registered holders should give the operator their name(s), address and
    number of shares exactly as such information appears on their proxy card.
 
  If a ShopKo shareholder's shares are registered in the name of a broker,
bank, nominee or other institution, only such broker, bank, nominee or other
institution can vote such shares. SHOPKO SHAREHOLDERS SHOULD NOT USE THE
TELEPHONIC PROCEDURES SET FORTH ABOVE TO VOTE ANY SHARES HELD ON THEIR BEHALF
BY SUCH BROKER, BANK, NOMINEE OR OTHER INSTITUTION. Such ShopKo shareholders
desiring to take advantage of the telephonic voting procedure should contact
their account representative and ask him or her to vote such shares.
 
  If a holder of ShopKo Shares needs assistance, such holder should call (414)
497-2211. Banks and brokers may call collect, all others may call toll-free (1
800    -   ).
 
  Any ShopKo shareholder giving a proxy pursuant to the solicitation has the
power to revoke it at any time before it is voted at the ShopKo Special
Meeting. A later dated proxy or written notice of revocation given prior to
the vote at the ShopKo Special Meeting to an officer of ShopKo will serve to
revoke such proxy. REGISTERED
 
                                      43
<PAGE>
 
   
HOLDERS OF SHOPKO SHARES SHOULD NOT FOLLOW THE TELEPHONIC PROCEDURE SET FORTH
ABOVE TO GIVE A NOTICE OF REVOCATION OF A PREVIOUSLY SUBMITTED PROXY. A ShopKo
shareholder who properly revokes any prior proxies may thereafter vote in
person by ballot at the ShopKo Special Meeting. A shareholder's presence at
such meeting does not alone serve to revoke any proxy previously given.     
 
                               ----------------
                    SHOPKO SHAREHOLDERS SHOULD NOT SEND ANY
                   STOCK CERTIFICATES WITH THEIR PROXY CARDS
                               ----------------
 
SOLICITATION OF PHAR-MOR PROXIES
 
  The accompanying proxy is being solicited by the Phar-Mor Board for use in
connection with the Phar-Mor Special Meeting, including any adjournment
thereof. See "Phar-Mor Record Date; Quorum; Vote Required." Phar-Mor will bear
its own expenses in connection with the Phar-Mor Special Meeting. In addition
to solicitation
of proxies by mail, directors, officers and employees of Phar-Mor may make
solicitation of proxies for the Phar-Mor Special Meeting either personally or
by telephone, telegram or other forms of communication. Such directors,
officers and employees will receive no special compensation for any
solicitation. Brokerage houses, nominees, fiduciaries and other custodians
will be requested to forward soliciting materials to beneficial owners and
will be reimbursed for their customary charges and expenses.
   
  Phar-Mor shareholders are requested to complete, date and sign the
accompanying form of proxy and return it to Phar-Mor in the enclosed postage-
paid envelope. When the accompanying form of proxy is returned properly
executed, the Phar-Mor Shares represented thereby will be voted at the Phar-
Mor Special Meeting, including any adjournment thereof, in accordance with the
instructions received therein. If a proxy is executed and returned without an
indication as to how the Phar-Mor Shares represented thereby are to be voted,
such shares will be voted in favor of approval and adoption of the Phar-Mor
Plan. Shareholder approval will constitute approval of the Combination if (i)
the ShopKo Exchange Ratio is greater than 3.140 or less than 1.895 and the
Combination Agreement is not terminated or (ii) if the ShopKo Exchange Ratio
would have been greater than, but is set at, 3.140 or would have been less
than, but is set at 1.895, in each case subject to the fiduciary obligations
of the Phar-Mor and ShopKo Boards and other applicable legal requirements.
    
  Alternatively, until the commencement of the Phar-Mor Special Meeting, a
registered holder of Phar-Mor Shares may vote in the following manner:
 
  .  The registered holder of Phar-Mor Shares to be voted should dial (1 800
        -   ) between 8 a.m. and midnight Eastern Standard Time on any day
     commencing    , 1997 and ending on    , 1997 (or, in the event that the
     Phar-Mor Special Meeting is adjourned, on the day prior to the date of
     the adjourned meeting) and tell the operator that such holder wishes to
     send a collect datagram to Phar-Mor, Inc.
 
  .  The operator will need the registered holder's six digit identification
     number. The identification number appears in the upper left hand corner
     on the back side of the proxy card.
 
  .  The operator will have the text of the proxy card. The registered holder
     should then inform the operator how such holder wishes to vote on the
     items listed on the proxy card.
 
  .  Registered holders should give the operator their name(s), address and
     number of shares exactly as such information appears on their proxy
     card.
 
  If a Phar-Mor shareholder's shares are registered in the name of a broker,
bank, nominee or other institution, only such broker, bank, nominee or other
institution can vote such shares. PHAR-MOR SHAREHOLDERS SHOULD NOT USE THE
TELEPHONIC PROCEDURES SET FORTH ABOVE TO VOTE ANY SHARES HELD ON THEIR BEHALF
BY SUCH BROKER, BANK, NOMINEE OR OTHER INSTITUTION. Such Phar-Mor shareholders
desiring to take advantage of the telephonic voting procedure should contact
their account representative and ask him or her to vote such shares.
 
  If a holder of Phar-Mor Shares needs assistance, such holder should call
   . Banks and brokers may call collect, all others may call toll-free (1 800
   -   ).
 
                                      44
<PAGE>
 
  Any Phar-Mor shareholder giving a proxy pursuant to the solicitation has the
power to revoke it at any time before it is voted at the Phar-Mor Special
Meeting. A later dated proxy or written notice of revocation given prior to
the vote at the Phar-Mor Special Meeting to the Secretary of Phar-Mor will
serve to revoke such proxy. Registered holders of Phar-Mor Shares also may
revoke a previously submitted proxy by following the telephonic procedure set
forth above. A Phar-Mor shareholder who attends the Phar-Mor Special Meeting
in person may vote by ballot at the Phar-Mor Special Meeting, thereby
canceling any proxy previously given. A shareholder's presence at such meeting
does not alone serve to revoke any proxy previously given.
 
                               ----------------
                   PHAR-MOR SHAREHOLDERS SHOULD NOT SEND ANY
                   STOCK CERTIFICATES WITH THEIR PROXY CARDS
                               ----------------
 
OTHER MATTERS TO BE CONSIDERED
 
  Neither the Phar-Mor Board nor the ShopKo Board is aware of any other matter
which will be brought before either the Phar-Mor Special Meeting or the ShopKo
Special Meeting. If, however, other matters are presented, proxies will be
voted in accordance with the discretion of the holders of such proxies.
 
                                      45
<PAGE>
 
                                THE TRANSACTION
 
  The description of the Transaction set forth below does not purport to be
complete and is qualified in its entirety by reference to the Combination
Agreement, a copy of which is attached hereto as Annex A and incorporated by
reference herein.
 
BACKGROUND OF THE TRANSACTION
   
  ShopKo Background. Over the last several years, ShopKo has determined that
to succeed and remain profitable in the very competitive discount retail
industry, it would be necessary to obtain economies of scale in its retail
business and to grow its health services businesses. This determination was
reemphasized by the recent turmoil in the discount retail industry, including
bankruptcy filings and/or generally poor financial results of a number of
ShopKo's regional competitors. ShopKo believes that by achieving economies of
scale it can achieve greater purchasing power, offer more competitive pricing,
and enhance its financial performance over the long term. ShopKo has also been
cognizant of the fact that supervalu has publicly expressed its intention to
liquidate its investment in ShopKo in order to concentrate on its own core
business. Over the last several years, ShopKo has informally contacted various
retail businesses concerning possible business combinations and none of those
contacts advanced beyond preliminary discussions. The reasons why none of
these contacts proceeded beyond preliminary discussions varied depending upon
the particular circumstances of the party contacted. In large part, the
parties contacted simply were not interested in or receptive to discussions
concerning a business combination with ShopKo. Also during this period, ShopKo
explored the possibility of a secondary offering of supervalu's Shopko Shares
to reduce its ownership in ShopKo, including exploring such possibilities as
recently as the spring and early summer of 1996. A secondary offering was not
pursued after such exploration. The primary reason a secondary offering was
not pursued was that any large secondary offering was expected to have a
significant negative impact on the market price for ShopKo Shares.     
 
  In the late winter of 1995 and spring of 1996, ShopKo began reviewing
strategic alternatives available to it to maximize shareholder value. In
connection with this review, Salomon Brothers was engaged to present a review
of strategic alternatives to the ShopKo Board at the ShopKo Board meeting on
June 19, 1996.
 
  Phar-Mor Background. Since Phar-Mor's emergence from bankruptcy in September
1995, Phar-Mor has sought to complement its internal growth from its base of
more than 100 stores through a strategic business combination with another
company. Phar-Mor's overall merchandising strategy has been to offer (a) value
to consumers by pricing its products below the prices charged by conventional
drugstores and supermarkets and (b) a broader array of products in each of its
major product categories than is offered by mass merchant discounters. While
Phar-Mor conducted preliminary discussions with several possible acquisition
candidates, no understanding or agreement was reached with respect to any
business combination.
 
  The Phar-Mor Board concluded that Phar-Mor would need to grow to compete
effectively against other discount merchandise chains. Phar-Mor's acquisition
strategy has been designed to identify potential candidates for a business
combination to create a larger and stronger discount retail drug store chain
with a broader geographic market, enhanced purchasing power and a more
powerful presence in the increasingly competitive market for discount
merchandising.
   
  Background of Negotiations. In the spring of 1996, ShopKo was negotiating
with FoxMeyer Health regarding the acquisition by ShopKo of FoxMeyer Health's
Scrip Card business. See "Certain Transactions--CareStream Scrip Card
Acquisition by ShopKo." During these negotiations, FoxMeyer Health
representatives who are also directors of Phar-Mor, Messrs. Butler and Estrin,
had several meetings or communications with members of ShopKo's management and
generally became familiar with ShopKo's business. In May 1996, FoxMeyer Health
representatives discussed ShopKo with Mr. Robert Haft, Chairman and CEO of
Phar-Mor. On May 22, 1996, Mr. Haft called Mr. Michael W. Wright, Chairman and
CEO of supervalu and Chairman of the ShopKo Board and inquired about the
possibility of Phar-Mor acquiring supervalu's interest in ShopKo. The May 22
call was followed by subsequent calls and a letter from Mr. Haft to Mr. Wright
on May 28, 1996 in which Mr. Haft     
 
                                      46
<PAGE>
 
indicated Phar-Mor's interest in purchasing supervalu's interest in ShopKo.
Subsequent to May 28, 1996, supervalu informed Phar-Mor that if Phar-Mor were
interested in a business combination with ShopKo, Phar-Mor should contact
ShopKo directly.
   
  At the ShopKo Board meeting on June 19, 1996, Salomon Brothers presented its
previously scheduled review of strategic alternatives to the ShopKo Board. The
presentation materials consisted of an executive summary of strategic
alternatives available to ShopKo, an analysis of ShopKo's competitive position
in the discount retail business, strategic retail acquisition profiles (which
included Phar-Mor), a review of ProVantage strategic alternatives, a share
repurchase analysis, and a supplementary analysis of distressed company
opportunities. The ShopKo Board discussed this material in detail with
representatives of Salomon Brothers regarding the advantages and disadvantages
of various different alternatives. Salomon Brothers recommended to the ShopKo
Board that ShopKo (i) enhance the scale of its discount store business, and
(ii) enhance the scale, service range, and capabilities of ShopKo's health
care businesses. See "Cabot Noble Business Strategy" and "--Recommendation of
the ShopKo Board; Reasons for the Transaction." At the same meeting, the
ShopKo Board was informed of the discussions that had taken place with Phar-
Mor. The ShopKo Board directed management to investigate the Phar-Mor
contacts.     
 
  On June 21, 1996, representatives of Phar-Mor, ShopKo and supervalu,
together with Phar-Mor's financial advisor, Jefferies, and ShopKo's financial
advisor, Salomon Brothers, met to discuss a possible business combination
between Phar-Mor and ShopKo. On June 24, 1996, Phar-Mor and ShopKo entered
into reciprocal confidentiality agreements, and on June 27, 1996, Mr. Haft met
with Messrs. Kramer, Podany, and Jones, Shopko's chief executive officer,
chief operating officer, and chief financial officer, respectively, to discuss
strategic and other issues in connection with a possible business combination.
Negotiations and due diligence activities by all parties continued through
July and August.
   
  The Phar-Mor Board met on July 16, 1996, at which time Jefferies, Phar-Mor's
counsel and members of Phar-Mor's management made detailed presentations to
the Phar-Mor Board with respect to a possible business combination with
ShopKo. The presentations included: (i) the status of negotiations among the
parties to date; (ii) potential structure of the proposed transaction; (iii)
estimates of earnings of the combined enterprise; (iv) potential buying and
other administrative synergies; and (v) strategies for negotiating with ShopKo
and supervalu. The Phar-Mor Board authorized Phar-Mor's management to continue
discussions with the appropriate representatives of ShopKo and supervalu.     
   
  On July 26, 1996, the ShopKo Board met and, among other things, (i)
established a Special Committee of disinterested directors consisting of
Messrs. Eugster and Tyrell (the "ShopKo Special Committee") to review a
possible business combination with Phar-Mor on behalf of ShopKo, and (ii)
engaged Salomon Brothers to assist ShopKo in connection with a possible
business combination with Phar-Mor. Salomon Brothers made a presentation to
the ShopKo Board. Salomon's presentation materials consisted of an executive
summary of the June 19, 1996 Board presentation (which included an assessment
of strategic and financial alternatives to the Combination and conclusions
reached at the June meeting), an assessment of ShopKo and Phar-Mor's business
fit, a review of Phar-Mor's stand-alone and pro forma combined financial
statements, a review and analysis of Phar-Mor's proposal, a review of ShopKo
valuation considerations, an update of the ShopKo management business plan,
and a discussion of a secondary offering alternative. The ShopKo management
business plan update reviewed by Salomon Brothers consisted of possible
business acquisitions, primarily in the health care field. These possible
acquisitions were not included in ShopKo's base case business plan which had
been prepared previously by ShopKo's management.     
 
  In July and August 1996, representatives of Phar-Mor, ShopKo and supervalu
conducted detailed discussions concerning the structure of a possible business
combination, the terms of a definitive agreement, and certain related
documents.
 
  Throughout the period of negotiations, the financial and legal advisors to
ShopKo consulted with and took direction from the ShopKo Special Committee.
The ShopKo Special Committee met four times between July 30
 
                                      47
<PAGE>
 
   
and August 8, 1996, to review and discuss the negotiations concerning the
possible business combination. At each meeting of the ShopKo Special
Committee, the Committee members were given an update on the status of
negotiations; the Committee members gave ShopKo's advisors direction on
ShopKo's position with respect to negotiating the proposed transaction; the
Committee members were advised by legal counsel and Salomon Brothers regarding
the legal and financial aspects, respectively, of the proposed Transaction;
the Committee Members reviewed draft documentation for the proposed
Transaction at the times and to the extent available; and the Committee
members were otherwise provided with information necessary for them to make
careful and informed decisions regarding the proposed transaction. The ShopKo
Special Committee members were also updated individually on the status of the
negotiations several times in July and August.     
   
  In mid-August, Phar-Mor submitted draft Combination documents to all
parties, including drafts of the Combination Agreement, Stock Purchase
Agreement and Voting Agreement (the "Combination Documents"). On August 26,
1996, the ShopKo Board met, and Mr. Haft and other Phar-Mor representatives
made a presentation to the ShopKo Board concerning the Phar-Mor proposal and
plans for the combined company. During the presentation, Mr. Haft and the
Phar-Mor representatives discussed issues with respect to the operations,
corporate structure and management of the combined companies, including: the
proposed future operations of ShopKo; the role of Phar-Mor management in the
Combination; anticipated changes in employment agreements and corporate
structure resulting from the Combination; other proposed changes relating to
corporate structure and operations of the combined companies; the direct
synergies expected to be achieved by the Combination; the merchandising
strategies of the combined companies; the allocation of capital resources in
the combined companies; Mr. Haft's business background and proposed future
role in the new corporation; and the growth strategy for Cabot Noble and the
availability of capital to fund this growth. Mr. Haft and the Phar-Mor
representatives also discussed other issues with respect to the Combination,
including: the obstacles to achieving item retail price parity for retail
merchandise with its competitors; Phar-Mor and ShopKo's most recent operating
results; the timing of the Combination; contingencies to closing; significant
shareholders of the companies; and vendor relationships. The presentation
materials included, among other things, recent advertising circulars and
photographs of recently remodeled Phar-Mor stores.     
   
  On August 27, 1996, the Phar-Mor Board met to consider the terms of the
draft Combination Documents, and representatives of Jefferies presented an
analysis of the Combination and delivered their oral opinion and written
presentation as to the fairness, from a financial point of view, to the
holders of Phar-Mor Shares of the consideration to be received by such
shareholders pursuant to the transaction contemplated by the Combination
Agreement dated September 5, 1996. See "--Phar-Mor Fairness Opinion."
Jefferies' presentation materials included (i) a fairness opinion overview
which detailed the objective of the fairness opinion; (ii) a transaction
overview which included a review of the transaction terms, a list of
transaction contingencies, and a pro forma ownership analysis; (iii) an
overview of both ShopKo and Phar-Mor, including a summary of both companies'
historical financial results, historical stock price performance, current
market valuations, business plans, projections, benefits of the Combination,
pro forma geographic composition and anticipated synergies; (iv) a summary of
consideration to be paid including components of the purchase price to be
received by ShopKo Public Shareholders and supervalu, implied financial
valuation multiples and a matrix of potential exchange ratios; (v) a valuation
analysis of Phar-Mor, including a comparable company valuation analysis,
discounted cash flow analysis, an earnings per share comparison analysis and a
relative contribution analysis; and (vi) a valuation analysis of ShopKo,
including a comparable company valuation analysis, recent merger and
acquisition transaction multiple analysis, premiums paid analysis, discounted
cash flow analysis and a relative contribution analysis. Other significant
issues discussed and considered by the Phar-Mor Board were: (i) Cabot Noble
Board composition; (ii) a voting agreement with supervalu; (iii) employment
agreements with certain ShopKo senior executives; and (iv) a litigation
indemnification requested by supervalu. At that meeting, the Phar-Mor Board
unanimously approved the Combination, approved and adopted the Phar-Mor Plan,
and directed the officers of Phar-Mor involved in negotiations to meet with
ShopKo and supervalu in an attempt to complete final negotiations on certain
remaining issues concerning the composition of the Cabot Noble Board and the
terms of debentures initially proposed to be issued to supervalu as partial
consideration for the Cabot Noble Buy Back.     
 
                                      48
<PAGE>
 
   
  On August 28, 1996, the ShopKo Board met and reviewed drafts of the
Combination Documents in detail, and Salomon Brothers presented its view that
the proposed transaction was fair to ShopKo's public shareholders from a
financial point of view. Salomon's presentation materials consisted of a
summary of past analysis for ShopKo, an executive summary (which included a
review of transaction terms, an overview of proposed transactions, the
objective of the fairness opinion, a summary of the Phar-Mor Business plan, a
summary of certain operating assumptions, and a summary of Phar-Mor
projections), transaction considerations, overviews of ShopKo and Phar-Mor,
public market valuation analysis, a discounted cash flow analysis, analysis of
premiums in stock-for-stock combinations, and a series of transaction case
analyses. The ShopKo Board also established a special committee under Section
302A.673 of the Minnesota Law consisting of Mr. Eugster (the "Section 673
Committee") to review the proposed Combination and the proposed Voting
Agreement. Section 302A.673 of the Minnesota Law prohibits business
combinations between an issuing public corporation and an "interested"
shareholder for a period of four years following the interested shareholder's
share acquisition date unless the business combination or the acquisition of
shares made by the interested shareholder is approved before the interested
shareholder's share acquisition date by a committee formed in accordance with
Section 302A.673(d). Under Section 302A.673(d)(3), only Mr. Eugster qualified
to be on the Section 673 Committee. The Section 673 Committee was formed in
order to comply with Section 302A.673 of the Minnesota Law. The full ShopKo
Board then adjourned, and the ShopKo Special Committee and the Section 673
Committee then met and approved the proposed Combination, and, in the case of
the Section 673 Committee, the proposed Voting Agreement, and recommended that
the full ShopKo Board approve the proposed Combination. In order to comply
with Section 302A.673 of the Minnesota Law, Mr. Eugster reviewed and approved
the proposed Combination Agreement and the proposed Voting Agreement. The full
ShopKo Board then reconvened and unanimously approved the principal terms of
the proposed Combination, subject to satisfactory resolution of the remaining
issues.     
   
  On September 4 and September 5, 1996, the Phar-Mor Board met to consider
modifications to the drafts of Combination Documents, including changes to the
composition of the Cabot Noble Board and to the form of consideration to be
paid to supervalu in the Cabot Noble Buy Back and approve the results of final
negotiations, including a discussion with representatives of Jefferies and a
determination by Jefferies that the negotiated changes would not affect its
fairness opinion. The Phar-Mor Board ratified such changes. In the vote on
September 5, 1996, all members of the Phar-Mor Board voted in favor of such
modifications, other than Messrs. Butler and Estrin, the two members of the
Phar-Mor Board who are officers and directors of FoxMeyer Health, who
abstained. At each of the meetings, the structure of various financing methods
and Cabot Noble's Board composition were again discussed and considered as
well as the procedure and timing of the transaction. See "Risk Factors--
Hamilton Morgan Issues," and "Description of Phar-Mor--Security Ownership of
Certain Beneficial Owners and Management."     
 
  On September 6, 1996, the ShopKo Board, the ShopKo Special Committee, and
the Section 673 Committee met again. At the ShopKo Board meeting the ShopKo
Board reviewed the revised Combination Documents, and Salomon Brothers
reconfirmed its view as to the fairness of the proposed Combination from a
financial point of view to the ShopKo Public Shareholders, which opinion was
delivered in written form on September 7, 1996. Salomon's presentation
materials consisted of a summary of past analysis for ShopKo, an executive
summary (which included a summary of proposed transaction terms, an overview
of transactions, the objective of the fairness opinion, a summary of the Phar-
Mor business plan, a summary of certain operating assumptions, and a summary
of Phar-Mor operating projections), a review of pricing considerations, a
financial summary, a review of transaction considerations, overviews of ShopKo
and Phar-Mor, a public market valuation analysis, a discounted cash flow
analysis, an analysis of premiums in stock-for-stock combinations, and a
series of transaction case analyses. Both the ShopKo Special Committee and the
Section 673 Committee approved the proposed Combination, and in the case of
the Section 673 Committee, the proposed Voting Agreement, and recommended that
the full ShopKo Board approve the proposed Combination. The full ShopKo Board
then unanimously approved and adopted the ShopKo Plan and approved the
proposed Combination.
 
 
                                      49
<PAGE>
 
  On Saturday, September 7, 1996, Phar-Mor, ShopKo and Cabot Noble entered
into the Combination Agreement; supervalu and Cabot Noble entered into the
Stock Purchase Agreement; and supervalu, Cabot Noble and Mr. Haft entered into
the Voting Agreement. On Monday, September 9, 1996, Phar-Mor and ShopKo issued
press releases announcing the Combination.
   
  On October 9, 1996, the ShopKo Special Committee, the Section 673 Committee
and the ShopKo Board met to consider certain proposed changes to the terms of
the Combination Agreement, suggested by Phar-Mor, concerning the composition
of the Cabot Noble Board and a proposal that supervalu retain 10% of the Cabot
Noble Shares that Cabot Noble had agreed to purchase in exchange for a
corresponding reduction in the consideration payable in the Cabot Noble Buy
Back. Salomon Brothers presented an analysis of the effect of such proposed
changes, including a pro forma ownership analysis, a summary pro forma
combination analysis, and a "walkaway" analysis and reconfirmed its opinion
that the proposed Combination is fair from a financial point of view to the
ShopKo Public Shareholders, which opinion was delivered in written form on
October 9, 1996. The Special Committee and the Section 673 Committee approved
the proposed amendments to the Combination Agreement and recommended that the
full ShopKo Board approve the proposed amendment to the Combination Agreement,
and the ShopKo Board unanimously approved the proposed amendments. Such
proposed amendments were not submitted to the Phar-Mor Board for its approval
because no additional approval was deemed necessary in light of the approvals
previously granted by the Phar-Mor Board in respect of the Combination during
its meetings on August 27, September 4 and September 5.     
   
  On October 9, 1996, Phar-Mor, ShopKo and Cabot Noble entered into the First
Amendment to the Combination Agreement and supervalu and Cabot Noble entered
into the Amended and Restated Stock Purchase Agreement. On October 11, 1996,
Phar-Mor and ShopKo issued press releases announcing the amendments. The
current Combination Documents, which incorporate such October 9, 1996 changes,
differ from the Combination Documents delivered in mid-August, 1996
substantially as follows: (i) the number of Cabot Noble Shares to be acquired
from supervalu pursuant to the Cabot Noble Buy Back was reduced from 100% to
90% of the Cabot Noble Shares to be received by supervalu in the Combination;
(ii) the terms and nature of the consideration to be paid to supervalu in the
Cabot Noble Buy Back were changed from a combination of cash and indebtedness
to cash and a short-term promissory note; (iii) the composition of the Cabot
Noble Board was altered by naming Dale P. Kramer to the Cabot Noble Board and
granting ShopKo the right to designate two additional board members; (iv)
certain technical changes were made with respect to voting requirements,
financing and exhibits; and (v) exhibits were added to the Stock Purchase
Agreement.     
   
  The Combination Agreement provides that it may be amended, modified or
superseded by a written instrument approved by the Phar-Mor Board and the
ShopKo Board; provided, that after the adoption of the Phar-Mor Plan and the
ShopKo Plan by the shareholders of Phar-Mor or ShopKo, respectively, no
amendment may be made without the further approval of such approving
shareholders, except to the extent permitted by the Minnesota Law or the
Pennsylvania Law, as applicable. To the extent any provisions of the
Combination Agreement are amended or modified such that the disclosure
contained in the Joint Proxy Statement/Prospectus changes in any material
respect, Phar-Mor and ShopKo will resolicit proxies from their respective
shareholders.     
   
  Since October 9, 1996, Phar-Mor has proposed additional changes to the
Combination Agreement, primarily concerning adjusting the mechanism for
determining the ShopKo Exchange Ratio in light of the decline in the market
price of Phar-Mor Shares. In addition, ShopKo and Phar-Mor have discussed
other possible revisions to the Combination Agreement including the identity,
position and compensation of Cabot Noble's management team, the status of Mr.
Haft's employment contract, the composition of the Cabot Noble Board, the
allocation of certain expenses related to the Transaction, an extension of the
date (currently March 31, 1997) after which either ShopKo or Phar-Mor could
terminate the Combination Agreement if the Effective Date has not occurred, as
well as other issues. Such proposals and discussions have not resulted in any
changes to the Combination Agreement.     
 
  The ShopKo, Phar-Mor and Cabot Noble Boards considered the Cabot Noble Buy
Back in determining whether to approve the Combination. In approving the
Combination (which contemplates the Cabot Noble Buy Back), the ShopKo Board
was required under the Minnesota Law to act in good faith, in a manner the
directors
 
                                      50
<PAGE>
 
   
reasonably believed to be in the best interests of ShopKo, and with the care
an ordinarily prudent person in a like position would exercise under similar
circumstances; the Phar-Mor Board was required under the Pennsylvania Law to
act in a manner the directors reasonably believed to be in the best interests
of Phar-Mor, and with such care as a person of ordinary prudence would use
under similar circumstances; and the Cabot Noble Board was required under the
Delaware Law to act in the best interest of Cabot Noble with undivided and
unselfish loyalty, and to use that amount of care that ordinarily careful and
prudent people would use in similar circumstances in the handling of their own
affairs. As described above, the ShopKo Board established a special committee
of independent directors to review the Combination in light of all significant
factors, including the Cabot Noble Buy Back. Phar-Mor obtained an opinion from
Jefferies as to the fairness of the Combination, including the Cabot Noble Buy
Back, to Phar-Mor shareholders from a financial point of view. See "The
Transaction--Phar-Mor Fairness Opinion."     
   
  The Cabot Noble Buy Back was negotiated directly between supervalu and Phar-
Mor over a period of several months concurrently with the other negotiations
concerning the proposed Combination. While the specific     
 
                                     50 1
<PAGE>
 
   
topics of negotiations on the Cabot Noble Buy Back between supervalu and Phar-
Mor varied from meeting to meeting, generally at each meeting the negotiations
concerned (i) the purchase price which supervalu would receive for the Cabot
Noble Shares being repurchased in the Cabot Noble Buy Back, (ii) whether the
form of consideration received by supervalu would be cash, securities, other
property, or a mix thereof, (iii) when supervalu would receive the
consideration, (iv) the nature and extent of any security for any promissory
notes to be received by supervalu, and (v) the nature and extent of any
registration rights to be received by supervalu. The ShopKo Special Committee
was informed on the status of such negotiations on a regular basis, and
considered such information in evaluating the proposed Combination and
directing ShopKo's advisors in negotiating with Phar-Mor.     
 
RECOMMENDATIONS OF SHOPKO BOARD; REASONS FOR THE TRANSACTION
 
  In approving the Combination, the ShopKo Board considered a number of
factors, including the following:
 
    (1) The financial condition and results of operations of ShopKo and Phar-
  Mor;
 
    (2) The projected financial condition, results of operations, prospects
  and strategic objectives of ShopKo and Phar-Mor, and the risks of achieving
  those prospects and objectives, including, in the case of ShopKo,
  increasingly intense competition from larger companies with greater
  purchasing power, lower merchandise unit costs and more resources than
  ShopKo, and pressure on ShopKo's prices from managed health care
  organizations and other purchasers of ShopKo merchandise;
 
    (3) The purchase by Cabot Noble pursuant to the Cabot Noble Buy Back of
  90% of the Cabot Noble Shares received by supervalu in the ShopKo Exchange,
  which will:
 
      (a) based on the analysis of Salomon Brothers, result in higher
    earnings per share for the Cabot Noble Shares received by the ShopKo
    Public Shareholders;
 
      (b) cause the ShopKo Public Shareholders to own a much greater
    percentage of the Cabot Noble Shares than they currently own of ShopKo
    Shares;
 
      (c) remove the potential dominance of Cabot Noble by supervalu; and
 
      (d) eliminate the potential for the market price of Cabot Noble
    Shares being depressed by potential or actual sales of large amounts of
    stock by a single significant shareholder.
 
    (4) The fact that it would be necessary for ShopKo to incur an
  unreasonably large amount of debt to enable it to purchase ShopKo Shares
  owned by supervalu, whereas the Phar-Mor cash resources and ShopKo cash
  resources, together with the proceeds of a reasonable amount of debt, will
  enable Cabot Noble to purchase, pursuant to the Cabot Noble Buy Back, 90%
  of the Cabot Noble Shares received by supervalu in the Combination;
     
    (5) The fact that supervalu will sell 90% of its Cabot Noble Shares to
  Cabot Noble for the equivalent of $16.86 per ShopKo Share in cash, which on
  a per share basis will be between 2.3% and 6.3% less than the value of the
  Cabot Noble Shares to be received per ShopKo Share by the ShopKo Public
  Shareholders, and the fact that $16.86 per ShopKo Share is below the low
  end of Salomon Brothers' discounted cash flow analysis range of value per
  ShopKo Share;     
 
    (6) The terms and conditions of the Combination Agreement and the course
  of negotiations thereon, including terms which permit the ShopKo Board, to
  the extent required by their fiduciary duties,
 
      (a) to participate in discussions or negotiations with, and to
    furnish information to, any person or entity in connection with any
    tender or exchange offer or proposal for a merger, consolidation or
    other business combination involving a substantial equity interest in,
    or a substantial portion of the assets of, ShopKo, provided that the
    ShopKo shareholders' approval and the Phar-Mor shareholders' approval
    have not been obtained, and provided further that ShopKo has notified
    Phar-Mor orally and in writing of any such inquiries, offers or
    proposals (including the terms and conditions of any such inquiry,
    offer or proposal and the identity of the party making it) within 24
    hours of the receipt thereof and has given Phar-Mor five days' advance
    written notice of any agreement to be entered into with or any
    information
 
                                      51
<PAGE>
 
    to be supplied to the party making such inquiry, offer or proposal,
    although ShopKo is prohibited by the Combination Agreement from
    initiating, soliciting or encouraging, or taking any action to
    facilitate, any offer or proposal for such a transaction; and
       
      (b) to terminate the Combination Agreement upon five days' written
    notice to Phar-Mor, if the ShopKo Board determines to accept a tender
    offer by a party other than Phar-Mor or any of its affiliates, or any
    written offer or proposal with respect to a merger or sale of a
    material portion of its assets, or other business combination, by a
    party other than Phar-Mor or any of its affiliates, provided that the
    ShopKo Board has received a written opinion by outside counsel that
    notwithstanding a binding commitment to consummate the Combination
    Agreement the ShopKo Board's fiduciary duties require it to reconsider
    such commitment as a result of such offer or proposal and provided
    further that prior to termination of the Combination Agreement ShopKo
    has negotiated in good faith with Phar-Mor to make such adjustments to
    the terms and conditions of the Combination Agreement as would enable
    ShopKo to proceed with the Combination Agreement. (The ShopKo Board
    noted that the Combination Agreement requires ShopKo to pay to Phar-Mor
    up to $15.5 million if the Combination Agreement is terminated under
    certain circumstances because of a prospective transaction between
    ShopKo and a person or entity other than Phar-Mor.);     
 
    (7) The presentation to the ShopKo Board by Mr. Haft of the anticipated
  business plan for Cabot Noble, Phar-Mor and ShopKo, described above in "--
  Background of the Transaction," including plans to reduce their combined
  purchasing, administration and other costs by combining certain functions,
  and to increase their combined sales by adding certain ShopKo product lines
  and services to Phar-Mor stores, and adding certain Phar-Mor products to
  ShopKo stores;
 
    (8) The ShopKo Public Shareholders will exchange their investments in a
  regional business for an investment in a national and more diversified
  business;
 
    (9) The acquisition by the ShopKo Public Shareholders of an equity
  interest in the 102 Phar-Mor stores--selected from Phar-Mor's 311 pre-
  bankruptcy stores--in connection with ShopKo's administrative management
  strength and infrastructure;
 
    (10) The report to the ShopKo Board by ShopKo executive officers and
  legal advisors concerning their due diligence investigation of Phar-Mor;
 
    (11) Mr. Haft's business reputation, experience and track record as a
  manager of significant retail businesses;
     
    (12) The composition of the Cabot Noble Board and the fact that the Cabot
  Noble Certificate will mandate that a majority of its directors be
  "independent," with "independent" defined as any individual who (a) is not
  an affiliate (as defined in Rule 12b-2 of the Exchange Act) of Cabot Noble
  or an associate (as defined in Exchange Act Rule 12b-2) of such an
  affiliate (except an individual who is an affiliate of Cabot Noble solely
  because such individual is a Director) or of supervalu or of any
  corporation, partnership, association or other entity with respect to which
  Cabot Noble or supervalu owns a majority of the common stock or other
  equity interests or has the power to vote or direct the voting of a
  sufficient number of securities to elect a majority of the members of the
  board of directors or other governing body of such corporation,
  partnership, association or entity ("Subsidiary"), and (b) is not, and has
  not been, an officer or employee, or a family member of any officer,
  director or employee, of Cabot Noble, supervalu or any Subsidiary.     
 
    (13) The written opinions dated as of September 7, 1996 and October 9,
  1996 of Salomon Brothers, that, as of such dates and based on and subject
  to the considerations set forth in such opinions, the consideration to be
  received by the ShopKo Public Shareholders pursuant to the Combination
  Agreement is fair from a financial point of view to such holders;
 
    (14) The availability to the holders of ShopKo Shares of dissenters'
  appraisal rights under the Minnesota Law;
 
 
                                      52
<PAGE>
 
    (15) The unanimous recommendation of the ShopKo senior executive officers
  that the Combination be approved by the ShopKo Board and its shareholders,
  recognizing the individual interests of such officers in the Combination;
 
    (16) The unqualified and unanimous recommendation of the ShopKo Special
  Committee and the Section 673 Committee that the Combination be approved by
  the ShopKo Board;
 
    (17) The expressed desire of supervalu to sell its interest in ShopKo;
 
    (18) The effect of the Combination on the employees, suppliers and
  customers of ShopKo and the communities in which its stores are located;
 
    (19) The effect of the Combination on ShopKo's debt holders and the
  financial and credit profile of the combined company;
 
    (20) The fact that ShopKo pays dividends on the ShopKo Shares whereas
  Cabot Noble is not expected to pay dividends on Cabot Noble Shares in the
  foreseeable future;
 
    (21) The familiarity of the ShopKo Board with the business, operations,
  prospects and assets (including real estate) of ShopKo. See "Description of
  ShopKo--Properties;" and
 
    (22) Consideration of the Combination at eight meetings of the ShopKo
  Special Committee and five meetings of the entire ShopKo Board.
   
  The ShopKo Board did not quantify or attempt to assign relative weights to
the specific factors considered in reaching its determination. A copy of the
written opinion of Salomon Brothers, which sets forth the assumptions,
qualifications and procedures on which such opinion is based, is attached
hereto as Annex B, and ShopKo shareholders are urged to read that opinion in
its entirety. The opinion only addresses the fairness if the actual ShopKo
Exchange Ratio is between 1.895 and 3.140. Salomon Brothers did not opine upon
the fairness of the consideration to the ShopKo Public Shareholders from a
financial point of view if the actual ShopKo Exchange Ratio is below 1.895 or
above 3.140 and the Phar-Mor and ShopKo Boards decide not to terminate the
Combination Agreement. In the event that the actual ShopKo Exchange Ratio
exceeds 3.140 or is less than 1.895, the ShopKo Board will take such steps and
conduct such deliberations as may be necessary, in the exercise of its
fiduciary obligations, to determine whether or not to proceed with the
Combination, and if so, on what terms. In such circumstances, the ShopKo Board
may, among other steps, request that Salomon Brothers render an updated
opinion as to the fairness to the ShopKo Public Shareholders, from a financial
point of view, of the Combination, to reflect the actual ShopKo Exchange
Ratio.     
   
  The ShopKo Board generally considered the proposed Combination to be
beneficial to ShopKo's employees, suppliers, and customers since the
Combination is expected to enhance ShopKo's ability to achieve economies of
scale in the very competitive discount retail industry. The ShopKo Board also
considered the fact that the Combination could be completed in accordance with
ShopKo's contractual commitments to debt holders. Such effects were considered
to be positive factors by the ShopKo Board in considering the Combination.
    
SHOPKO FAIRNESS OPINION
   
  At meetings of the ShopKo Board held on August 28, 1996, September 6, 1996
and October 9, 1996, Salomon Brothers delivered its oral opinion, subsequently
confirmed in writing, that, as of such dates and in connection with the
Transaction, the ShopKo Exchange Ratio is fair to the ShopKo Public
Shareholders from a financial point of view. This opinion only addresses the
fairness of the ShopKo Exchange Ratio if it is between 1.895 and 3.140.
Salomon Brothers did not opine upon the fairness of the consideration to the
ShopKo Public Shareholders from a financial point of view if the actual ShopKo
Exchange Ratio is below 1.895 or above 3.140 and the ShopKo and Phar-Mor
Boards decide not to terminate the Combination Agreement. No limitations were
imposed by the ShopKo Board upon Salomon Brothers with respect to the
investigation made or the procedures followed by Salomon Brothers in rendering
its opinion.     
 
  The full text of the written opinion of Salomon Brothers, dated as of
October 9, 1996, is set forth as Annex B to this Joint Proxy
Statement/Prospectus and sets forth the assumptions made, procedures followed
and matters
 
                                      53
<PAGE>
 
considered by Salomon Brothers. ShopKo shareholders are urged to read Salomon
Brothers' opinion in its entirety. The summary of the opinion as set forth in
this Joint Proxy Statement/Prospectus is qualified in its entirety by
reference to the full text of such opinion.
 
  In connection with rendering its opinion, Salomon Brothers reviewed certain
publicly available information concerning ShopKo and Phar-Mor, respectively.
Salomon Brothers was not requested to and did not solicit third party
indications of interest in ShopKo. In arriving at its opinion, however,
Salomon Brothers did consider information provided to it by ShopKo as to prior
informal discussions with third parties concerning a possible business
combination. Salomon Brothers also discussed the business operations and
financial condition of ShopKo and Phar-Mor, as well as other matters Salomon
Brothers believed relevant to its inquiry, with certain officers and employees
of ShopKo and Phar-Mor. Salomon Brothers also considered such other
information, financial studies, analyses, forecasts, investigations, and
financial, economic and market criteria that Salomon Brothers deemed relevant.
   
  In its review and analysis and in arriving at its opinion, Salomon Brothers
assumed and relied upon the accuracy and completeness of the financial and
other information (including information relating to the obtaining of
regulatory approvals for the Transaction), and Salomon Brothers did not assume
any responsibility for independent verification of such information. With
respect to the financial forecasts of ShopKo and Phar-Mor, Salomon Brothers
assumed that such forecasts had been reasonably prepared on bases reflecting
the best currently available estimates and judgments of the respective
managements of ShopKo or Phar-Mor as to the future financial performance of
ShopKo or Phar-Mor, respectively, and Salomon Brothers expressed no opinion
with respect to such forecasts or the assumptions on which such forecasts were
based. The financial projections utilized by Salomon Brothers in preparing its
opinion were substantially the same as those used by Jefferies. See Annex G.
Salomon Brothers did not make or obtain or assume any responsibility for
making or obtaining any independent evaluations or appraisals of the assets
(including properties and facilities) or liabilities of ShopKo or Phar-Mor.
    
  Salomon Brothers' opinion is based upon conditions as they existed and could
be evaluated on the date thereof. Salomon Brothers' opinion does not imply any
conclusion as to the likely trading range for Cabot Noble Shares following the
consummation of the Transaction, which may vary depending upon, among other
factors, changes in interest rates, market conditions, general economic
conditions and other factors that generally influence the price of securities.
Salomon Brothers' opinion does not address ShopKo's underlying business
decision to effect the Transaction. Further, Salomon Brothers' opinion is
directed only to the fairness, from a financial point of view, of the ShopKo
Exchange Ratio to the ShopKo Public Shareholders and does not constitute a
recommendation concerning how holders of ShopKo Shares should vote with
respect to the ShopKo Plan. The proposed consideration to be received by
ShopKo shareholders was determined through negotiations between ShopKo and
Phar-Mor. In rendering its opinion, Salomon Brothers assumed that no
restrictions would be imposed by any regulatory authority that would have a
material adverse effect on the contemplated benefits of the Transaction to
Cabot Noble following the consummation of the Transaction.
 
  The following is a summary of the reports and analyses (collectively, the
"Salomon Brothers Report") presented on August 28, 1996, certain of which were
updated on September 6 and 7 and again on October 9, 1996, by Salomon Brothers
to the ShopKo Board in connection with the rendering of Salomon Brothers'
opinion.
 
  (i) Premium Analysis. Salomon Brothers calculated the implied premium to be
received by the ShopKo Public Shareholders (the "ShopKo Premium") based on the
$17.25 to $18.00 consideration range for ShopKo Public Shareholders (the
"Collar") and prices of ShopKo Shares and Phar-Mor Shares over certain recent
periods. The ShopKo Premium, based on the Collar and the closing stock price
for ShopKo Shares as of September 6, 1996, would have ranged from 6-11%.
Further, Salomon Brothers calculated the ShopKo Premium as ranging from 14-19%
based on the average price of ShopKo Shares during the 30-day period ended
September 6, 1996.
 
  (ii) Exchange Ratio Analysis. Salomon Brothers reviewed the historical ratio
(the "Ratio") of the daily closing prices of ShopKo Shares to Phar-Mor Shares
over the period from September 11, 1995, through
 
                                      54
<PAGE>
 
   
September 6, 1996. Such analysis showed that based on stock prices over the
thirty calendar days ended on September 6, 1996, the average, high and low
Ratios were 1.86, 2.06 and 1.73, as compared to the ratio of 2.23 (the
"Implied Exchange Ratio") shares of Phar-Mor Shares to each ShopKo Share based
on the Collar and the 30-day average Phar-Mor price for the period ended
September 6, 1996. Based on a zero percent premium, the ShopKo exchange ratio
would have been 2.063 at the time of the ShopKo Fairness Opinion.     
 
  (iii) Pro Forma Combination Consequences Analysis. Based on management
forecasts for ShopKo and Phar-Mor (the "Base Case"), Salomon Brothers examined
the pro forma combined forecast of results of
 
                                     54 1
<PAGE>
 
operations for Cabot Noble for the years ended February 28, 1998, and 1999
(each such period, a "Fiscal Year"), Fiscal Years 1998 and 1999 estimated to
be the first two complete Fiscal Years after consummation of the Transaction.
Salomon Brothers also examined the pro forma combined forecast of results of
operations under a scenario based on the projections of ShopKo management and
the projections of Phar-Mor management, with the Phar-Mor projections revised
downward to reflect certain more conservative assumptions and adjustments by
ShopKo management (the "Adjusted Case"). The Adjusted Case anticipates that
Phar-Mor would have lower sales and incur net losses in each of Fiscal Years
1997, 1998 and 1999. Based on the Base Case, this analysis showed an earnings
per share ("EPS") accretion of 26.5% in Fiscal Year 1998 and 48.0% in Fiscal
Year 1999 to the ShopKo Public Shareholders, assuming that Cabot Noble
realizes pre-tax savings resulting from certain synergies resulting from the
combination of the two companies of $15 million in Fiscal Year 1998 and $20
million in Fiscal Year 1999, net of savings assumed reinvested in more
competitive pricing (the "Net Synergies"). Based on the Adjusted Case, this
analysis showed an EPS accretion to the ShopKo Public Shareholders of 3.7% in
Fiscal Year 1998 and 22.3% in Fiscal Year 1999, assuming Cabot Noble realized
the Net Synergies. Management of ShopKo advised the ShopKo Board that it
believed the Adjusted Case to be conservative.
 
  (iv) Comparable Company Analysis. In arriving at a valuation for ShopKo,
Salomon Brothers performed a valuation analysis for each of ShopKo's two
business segments, the discount retail business and the pharmacy benefit
management business. Salomon Brothers compared the discount retail segment of
ShopKo with the financial and market performance of the following group of
selected publicly traded discount retail companies: Dayton Hudson Corporation;
Kmart Corporation; Wal-Mart Stores, Inc.; Bradlees, Inc.; The Caldor
Corporation; Fred Meyer Inc.; Hills Stores Company; and Venture Stores, Inc.
Salomon Brothers examined certain publicly available financial and operating
data of the comparable companies, in particular; (a) equity market
capitalization; (b) the ratio (the "P/E Ratio") of current stock prices per
share to estimated EPS for (i) the latest twelve months ("LTM"), (ii) the 1997
fiscal years of such companies and (iii) the 1998 fiscal years of such
companies (such estimated earnings for the comparable companies and for
ShopKo, for each such period, as reported on First Call); (c) the ratio of the
equity value plus total debt, preferred stock, minority interests, less cash
(collectively, "Firm Value") to (i) the LTM revenues, (ii) the LTM earnings
before interest, taxes, depreciation and amortization ("EBITDA") and the LTM
earnings before interest and taxes ("EBIT"). All multiples were based on
closing stock prices as of September 6, 1996. This analysis showed: a range of
LTM P/E Ratios from 4.9x-53.1x (with a median of 23.0x) for the comparable
companies, as compared to 13.4x for ShopKo; a range of estimated 1997 P/E
Ratios from 6.3x-26.6x (with a median of 14.0x) for the comparable companies,
as compared to 12.3x for ShopKo; a range of 1998 P/E Ratios from 5.9x-16.7x
(with a median of 13.1x) for the comparable companies, as compared to 10.6x
for ShopKo; the ratios of Firm Value to LTM revenues ranged from .14x-.75x
(with a median of 0.27x) for the comparable companies, as compared to .41x for
ShopKo; the ratios of Firm Value to LTM EBITDA ranged from 4.1x-10.8x (with a
median of 6.0x) for the comparable companies, as compared to 5.4x for ShopKo;
and the ratios of Firm Value to LTM EBIT ranged from 6.8x-46.0x for the
comparable companies, as compared to 8.5x for ShopKo. Further, Salomon
Brothers compared the pharmacy benefit management business of ShopKo with the
financial and market performance of the following group of selected publicly
traded pharmacy benefit management companies: Caremark International Inc.;
Express Scripts, Inc.; HCIA Inc.; Mednet MPC Corporation; Systems, Inc.; and
Value Health, Inc. Salomon Brothers examined certain publicly available
financial and operating data of the comparable companies, in particular: (a)
equity market capitalization; (b) the P/E Ratio of current stock prices per
share to estimated EPS for (i) the LTM, (ii) the 1996 fiscal year and (iii)
the 1997 fiscal year (such estimated earnings for the comparable companies and
for ShopKo, for each year, as reported on First Call); (c) the ratio of Firm
Value to (i) LTM revenues, (ii) LTM EBITDA and (iii) LTM EBIT. All multiples
were based on closing stock prices as of September 6, 1996. This analysis
showed: a range of LTM P/E Ratios from 24.9x-75.6x (with a median of 41.8x)
for the comparable companies; a range of 1996 P/E Ratios from 8.0x-58.1x (with
a median of 20.0x) for the comparable companies; a range of 1997 P/E Ratios
from 8.7x-40.0x (with a median of 15.1x) for the comparable companies; a range
of ratios of Firm Value to LTM revenues from .4x-9.1x (with a median of .7x)
for the comparable companies; a range of ratios of Firm Value to LTM EBITDA
from 4.6-30.0 (with a median of 13.1x) for the comparable companies; and a
range of Firm Value to LTM EBIT from 6.2-53.9 (with a median
 
                                      55
<PAGE>
 
of 17.7x) for the comparable companies. Based on these comparisons, Salomon
Brothers estimated the valuation of each of the two business segments of
ShopKo and added such results to estimate a valuation for ShopKo. This
analysis showed that ShopKo, as of September 6, 1996, was trading at a 2.2%-
24.2% premium to the sum of the estimated values of its business segments.
Salomon Brothers also showed that, based on the Implied Exchange Ratio and the
Collar, the premium to be received by the ShopKo Public Shareholders would
range from 13.2%-37.6%.
 
  (v) Discounted Cash Flow Analysis. Using a discounted cash flow ("DCF")
methodology, Salomon Brothers valued ShopKo on a stand-alone basis in
accordance with the management forecasts by estimating the present value of
future unlevered free cash flows of ShopKo. Salomon Brothers aggregated (x)
the present value of the unlevered free cash flows for the period ranging from
November 2, 1996 to February 28, 2001 (the "Forecast Period") with (y) the
present value of the range of terminal values described below. The range of
terminal values was generally calculated by applying a range of multiples to
ShopKo's EBITDA for the last twelve months of the Forecast Period. This range
of terminal values represents ShopKo's value beyond the Forecast Period. As
part of the DCF analysis, Salomon Brothers used discount rates ranging from
11.5%-13.5% for ShopKo. This DCF analysis resulted in values ranging from $17
to $20 per ShopKo Share.
 
  (vi) Contribution Analysis. Salomon Brothers reviewed the pro forma
contribution to the revenues, EBITDA, cash flow and net income of Cabot Noble
by ShopKo and Phar-Mor, without consideration to any cost savings related to
the Transaction, for the year ending February 22, 1997, such estimates having
been prepared in accordance with the Adjusted Case. The contribution analysis
showed that ShopKo's estimated percentage contribution to the financial
results of the combined entity were 68.4% of total revenues, 83.9% of EBITDA,
246.4% of free cash flow (which percentage is offset by -146.4% contribution
to cash flow by Phar-Mor). Salomon Brothers noted that, based on the Implied
Exchange Ratio, holders of ShopKo Shares will hold 85.1% of outstanding Cabot
Noble Shares following the consummation of the Share Exchanges and 76.7% of
the Cabot Noble Shares after the consummation of the Cabot Noble Buy Back.
   
  On October 9, 1996, at a meeting of the ShopKo Board, Salomon Brothers
reviewed with the ShopKo Board the proposed changes to the Combination
Agreement and the Cabot Noble Buy Back, and the financial impact of such
changes. This review consisted of an analysis of the pro forma effects of the
proposed changes in the Combination Agreement on each of the following: (i)
the percentage ownership of Cabot Noble Shares by supervalu, the ShopKo Public
Shareholders and the current Phar-Mor shareholders; (ii) projected Cabot Noble
earnings per share; (iii) projected earnings per former ShopKo Share; (iv)
projected accretion levels; (v) Cabot Noble's projected debt to equity ratio;
(vi) Cabot Noble's projected debt to EBITDA ratio; (vii) Cabot Noble's
projected EBITDA to net interest ratio; and (viii) Cabot Noble's projected
EBITDA--capital expenditure to net interest ratio. Upon completion of this
review, Salomon Brothers concluded that Salomon Brothers was prepared to issue
the opinion set forth as Annex B to this Joint Proxy Statement/Prospectus.
    
  The preparation of a fairness opinion is not susceptible to partial analysis
or summary descriptions. Salomon Brothers believes that its analysis and the
summary set forth above must be considered as a whole and that selecting
portions of its analyses and the factors considered by it, without considering
all analyses and factors, could create an incomplete view of the processes
underlying the analysis set forth in its opinion and the Salomon Brothers
Report. The ranges of valuations resulting from any particular analysis
described above should not be taken to be the view of Salomon Brothers of the
actual value of ShopKo or Phar-Mor.
 
  In performing its analyses, Salomon Brothers made numerous assumptions with
respect to industry performance, general business, financial, market and
economic conditions and other matters, many of which are beyond the control of
ShopKo or Phar-Mor. The analyses which Salomon Brothers performed are not
necessarily indicative of actual values or actual future results, which may be
significantly more or less favorable than suggested by such analyses. Such
analyses were prepared solely as part of Salomon Brothers' analysis of the
fairness, from a financial point of view, of the ShopKo Exchange Ratio to the
ShopKo Public Shareholders in connection with the Combination and the Cabot
Noble Buy Back. The analyses do not purport to be appraisals
 
                                      56
<PAGE>
 
or to reflect the prices at which a company might actually be sold or the
prices at which any securities may trade at the present time or at any time in
the future.
   
  In the ordinary course of its business, Salomon Brothers actively trades the
equity securities of ShopKo and Phar-Mor for its own account and the accounts
of its customers and, accordingly, may at any time hold a long or short
position in such securities. Pursuant to an engagement letter dated July 26,
1996, ShopKo agreed to pay to Salomon Brothers for its services in connection
with the Transaction an advisory fee of between $3.6 million and $4.0 million
(less $250,000 paid by ShopKo to Salomon Brothers in connection with the
strategic review of ShopKo's businesses and alternatives, discussed below),
payable upon consummation of the Transaction. ShopKo also agreed, under
certain circumstances, to reimburse Salomon Brothers for reasonable fees and
disbursements of Salomon Brothers' counsel and for certain out-of-pocket
expenses incurred by Salomon Brothers in connection with the Transaction, and
agreed to indemnify Salomon Brothers and certain related persons against
certain liabilities, including liabilities under the federal securities law,
relating to or arising out of its engagement.     
 
  In addition to the advisory fee payable to Salomon Brothers as described
above, ShopKo paid Salomon Brothers a fee of $500,000, for its services in
connection with a strategic review of ShopKo's businesses and alternatives
pursuant to an engagement letter dated June 17, 1996. As noted above, $250,000
of this $500,000 fee will be credited against the advisory fee payable to
Salomon Brothers by ShopKo. ShopKo also agreed to reimburse Salomon Brothers
for certain out-of-pocket expenses incurred by Salomon Brothers in connection
with its services under the engagement letter, and agreed to indemnify Salomon
Brothers and certain related persons against certain liabilities, including
liabilities under the federal securities laws, relating to or arising out of
its engagement.
          
  In connection with the Phar-Mor bankruptcy, and that certain Settlement
Agreement dated as of July 12, 1995, between Phar-Mor and Salomon Brothers,
Salomon Brothers received a payment of $1,525,000 and an unsecured claim
against Phar-Mor in the amount of $7,233,096, in respect of Salomon Brothers'
right, title and interest in certain loans, bankruptcy claims and a credit
agreement related to certain furniture, fixtures and equipment utilized by
Phar-Mor in certain stores. Phar-Mor also paid additional unsecured claims to
Salomon Brothers in the amount of $4,172,487 that were not covered by this
Settlement Agreement. The total of all of Salomon Brothers' unsecured claims,
$11,405,583, was paid by Phar-Mor in the form of 19,474 Phar-Mor Shares and
16,228 Phar-Mor Warrants. Additionally, under the Settlement Agreement to
resolve the remainder of Salomon Brothers' secured claim, Phar-Mor executed a
ninety-six (96) month promissory note dated September 11, 1995, in the initial
principal amount of $1,750,000, bearing interest at a rate of 7% per annum,
which promissory note is secured by that certain Security Agreement of even
date. Phar-Mor commenced quarterly payments of $54,687.50 under the promissory
note on January 1, 1996 which payments will continue through October 1, 2003.
However, the last such payment will include any remaining outstanding amount
necessary to make full and final payment of the promissory note. Cabot Noble
will not be obligated to pay this promissory note.     
 
  Salomon Brothers is an internationally recognized investment banking firm
that provides financial services in connection with a wide range of business
transactions. As part of its business, Salomon Brothers regularly engages in
the valuation of companies and their securities in connection with mergers and
acquisitions, negotiated underwritings, competitive biddings, secondary
distributions of listed and unlisted securities, private placements and other
purposes. The ShopKo Board retained Salomon Brothers based on Salomon
Brothers' expertise in the valuation of companies as well as its familiarity
with companies in the discount retail industry.
 
RECOMMENDATIONS OF PHAR-MOR BOARD; REASONS FOR THE TRANSACTION
 
  The Phar-Mor Board has approved the Phar-Mor Plan and the Combination
Agreement and believes the Transaction, including the Phar-Mor Plan, to be in
the best interests of Phar-Mor shareholders and recommends a vote FOR approval
and adoption of the Phar-Mor Plan. In arriving at its determination, the Phar-
Mor Board considered a number of factors, including the opinion of Phar-Mor's
financial advisor, Jefferies, that as of the date of such opinion the
consideration to be received by the holders of Phar-Mor Shares pursuant to the
 
                                      57
<PAGE>
 
   
Combination is fair to such holders from a financial point of view. The
opinion only addresses the fairness of the consideration if the actual ShopKo
Exchange Ratio is between 1.895 and 3.140. Jefferies did not opine upon the
fairness of the consideration to the holders of Phar-Mor Shares from a
financial point of view if the actual ShopKo Exchange Ratio is below 1.895 or
above 3.140 and the Phar-Mor and ShopKo Boards decide not to terminate the
Combination Agreement. In the event that the actual ShopKo Exchange Ratio
exceeds 3.140 or is less than 1.895, the Phar-Mor Board will take such steps
and conduct such deliberations as may be necessary, in the exercise of its
fiduciary obligations, to determine whether or not to proceed with the
Combination, and if so, on what terms. In such circumstances, the Phar-Mor
Board may, among other steps, request that Jefferies render an updated opinion
as to the fairness to the Phar-Mor shareholders, from a financial point of
view, of the Combination, to reflect the actual ShopKo Exchange Ratio. The
written opinion of Jefferies is reproduced in its entirety as Annex C hereto
and holders of Phar-Mor Shares are urged to read this opinion carefully and in
its entirety for a description of the procedures followed, assumptions and
qualifications made, and limitation on the review undertaken by Jefferies. See
"--Background of the Transaction" and "--Phar-Mor Fairness Opinion." Although
the Combination is required by generally accepted accounting principles to be
accounted for as an acquisition by ShopKo of Phar-Mor, the Combination, as
negotiated by Phar-Mor and ShopKo and reflected in the Combination Agreement,
results in a discount on the Phar-Mor Shares and a premium on the ShopKo
Shares. The Phar-Mor Board determined that the Combination and the
consideration being paid to Phar-Mor shareholders was fair, notwithstanding
the payment of a premium to ShopKo shareholders and the fact that Phar-Mor
shareholders will not receive a premium, based upon the factors set forth
below as well as the comparable publicly traded company analysis, the
comparable merger and acquisition transaction analysis, the premiums paid
analysis, the discount cash flow analysis and other analyses described under
"--Phar-Mor Fairness Opinion",     
 
  The Phar-Mor Board believes that the Combination provides the following
specific benefits to Phar-Mor shareholders:
     
  . It combines Phar-Mor, a regional discount merchandise chain with 103
    stores in 18 states, with ShopKo to create a national discount retailer
    offering pharmaceutical products and services in the United States with a
    total of over 230 stores in 29 states across the nation, and combined
    projected revenues of nearly $3.4 billion in fiscal year 1997, including
    estimated ProVantage revenues of approximately $360 million. See "Certain
    Forward-Looking Information."     
     
  . It significantly increases the projected earnings per share from Phar-
    Mor's current projections. For example, earnings per share were
    originally projected to increase by $0.43-$0.60 in each of fiscal years
    1997 to 1999. Subsequently updated management projections reflect
    earnings per share increases in each of fiscal years 1997, 1998 and 1999,
    versus Phar-Mor on a stand-alone basis, of $1.14, $0.61 and $0.75,
    respectively, prior to consideration of one-time charges to be incurred
    by ShopKo in connection with the Combination. See "Certain Forward-
    Looking Information."     
     
  . It creates cross-merchandising opportunities which are expected to
    increase revenues by exploiting higher margin products that are not
    currently sold by both companies, such as optical products and services,
    basic apparel and fashion jewelry, and additional health and beauty care
    products and general merchandise.     
     
  . It is expected to reduce merchandising costs, corporate overhead and
    selling, general and administrative expenses by approximately $20 million
    annually. A significant portion of this reduction is expected to be
    achieved by consolidating Phar-Mor's administrative and operating
    functions at ShopKo's current headquarters in Green Bay, Wisconsin, which
    should significantly increase management efficiency. See "Cabot Noble
    Business Strategy" and "Risk Factors--Combination of Retail Operations;
    Realization of Synergies." These savings, together with the enhanced
    purchasing power of the combined companies, will enable Phar-Mor and
    ShopKo to compete more aggressively for market share against competitors
    such as Wal-Mart and Walgreen's, by passing on greater savings to
    customers.     
 
 
                                      58
<PAGE>
 
  . It enables Phar-Mor to benefit immediately from ShopKo's existing state-
    of-the-art information management and data processing systems, without
    the need for Phar-Mor to incur the substantial costs, risks and delays of
    developing these systems for itself.
 
  . It eliminates the costs, risks and delays associated with downsizing
    certain existing Phar-Mor stores by using excess store capacity to sell
    high margin merchandise and services, such as optical services, that have
    been highly successful for ShopKo.
     
  . It provides the opportunity for Phar-Mor's shareholders to participate in
    the significant growth in PBM and related services offered by ProVantage.
    See "Certain Forward Looking Information--ShopKo Information Supplied to
    Phar-Mor."     
 
  The Phar-Mor Board believes that these benefits will significantly increase
Phar-Mor's competitive position and profitability by reducing costs, enhancing
revenue and creating new and diverse opportunities for future growth. There
can be no assurance that any of the foregoing benefits will be realized.
 
PHAR-MOR FAIRNESS OPINION
   
  Phar-Mor engaged Jefferies to render an opinion to the Phar-Mor Board as to
the fairness, from a financial point of view, to the Phar-Mor Shareholders of
the consideration to be received by such Phar-Mor Shareholders pursuant to the
transaction as originally contemplated by the Combination Agreement dated
September 5, 1996 prior to the amendments reflected in the First Amendment to
the Combination Agreement and the Amended and Restated Stock Purchase
Agreement (the "Transaction," for purposes of this section only). The opinion
only addresses the fairness of the consideration if the actual ShopKo Exchange
Ratio is between 1.895 and 3.140. Jefferies did not opine upon the fairness of
the consideration to the holders of Phar-Mor Shares from a financial point of
view if the actual ShopKo Exchange Ratio is below 1.895 or above 3.140 and the
Phar-Mor and ShopKo Boards decide not to terminate the Combination Agreement.
The Phar-Mor Board selected Jefferies to render such opinion because of
Jefferies' reputation as an internationally recognized investment banking
firm. As part of its investment banking business, Jefferies is regularly
engaged in the evaluation of capital structures, the valuation of businesses
and their securities in connection with mergers and acquisitions, negotiated
underwritings, competitive biddings, secondary distributions of listed and
unlisted securities, private placements, financial restructurings and other
financial services.     
   
  On August 27, 1996, Jefferies delivered its oral presentation to the Phar-
Mor Board and followed this presentation with a written opinion, dated
September 5, 1996, to the Phar-Mor Board (the "Phar-Mor Fairness Opinion"), to
the effect that, as of such date and based upon procedures and subject to the
assumptions set forth in the Phar-Mor Fairness Opinion, the consideration to
be received by the Phar-Mor Shareholders pursuant to the Transaction is fair
to such Phar-Mor Shareholders from a financial point of view. Except as set
forth below, no limitations were imposed by Phar-Mor on the scope of
Jefferies' investigations or procedures to be followed by it in rendering its
opinion. Jefferies was not requested to opine as to, and its opinion did not
address, the underlying business decision of the Phar-Mor Board to proceed
with or to effect the Transaction. Jefferies was not asked by the Phar-Mor
Board to, and did not, update its opinion to reflect the changes to the
Combination Agreement approved by the ShopKo Board on October 9, 1996. Because
such changes to the Combination Agreement resulted in a reduction in the
number of Cabot Noble Shares being repurchased in the Cabot Noble Buy Back
and, thus, a reduction in the amount of cash which Cabot Noble would be
required to expend to purchase such shares, the Phar-Mor Board determined that
no such update to the Phar-Mor Fairness Opinion was necessary.     
 
  THE FULL TEXT OF THE PHAR-MOR FAIRNESS OPINION, WHICH SETS FORTH THE
ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITATIONS ON THE REVIEW UNDERTAKEN,
IS ATTACHED AS ANNEX C TO THIS JOINT PROXY STATEMENT/PROSPECTUS. PHAR-MOR
SHAREHOLDERS ARE URGED TO READ THE PHAR-MOR FAIRNESS OPINION CAREFULLY AND IN
ITS ENTIRETY FOR INFORMATION WITH RESPECT TO PROCEDURES FOLLOWED, ASSUMPTIONS
MADE AND MATTERS CONSIDERED BY JEFFERIES IN ARRIVING AT THE CONCLUSIONS
EXPRESSED THEREIN. THE SUMMARY OF THE PHAR-MOR FAIRNESS OPINION SET FORTH IN
THIS JOINT PROXY STATEMENT/PROSPECTUS IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE FULL TEXT OF SUCH OPINION. THE PHAR-MOR FAIRNESS OPINION IS
ADDRESSED ONLY TO THE PHAR-MOR BOARD,
 
                                      59
<PAGE>
 
IS DIRECTED ONLY TO THE CONSIDERATION TO BE RECEIVED BY THE PHAR-MOR
SHAREHOLDERS IN THE TRANSACTION AND DOES NOT ADDRESS THE UNDERLYING BUSINESS
DECISION TO PROCEED WITH THE TRANSACTION OR CONSTITUTE A RECOMMENDATION TO ANY
SHAREHOLDER OF PHAR-MOR OR SHOPKO (OR ANY OTHER PERSON) AS TO HOW SUCH
SHAREHOLDER SHOULD VOTE AT EITHER SPECIAL MEETING.
 
  The Phar-Mor Fairness Opinion notes that: (i) the consummation of the
Transaction is conditioned upon the approval of Phar-Mor's and ShopKo's
shareholders, and Jefferies is not recommending that Phar-Mor, the Phar-Mor
Board, any of its security holders or any other person should take any
specific action in connection with the Transaction; (ii) Jefferies was not
requested to solicit, nor did Jefferies solicit, any third party indications
of interest in acquiring all or any part of Phar-Mor; (iii) such opinion does
not constitute a recommendation of the Transaction over any alternative
transactions which may be available to Phar-Mor, and does not address Phar-
Mor's underlying business decision to effect the Transaction; (iv) Jefferies
did not opine as to the market value of the consideration to be received by
the Phar-Mor Shareholders or the prices at which any of the securities of
Cabot Noble may trade upon and following the consummation of the Transaction;
(v) Jefferies has no obligation to advise any person of any change in any fact
or matter affecting the Phar-Mor Fairness Opinion of which Jefferies becomes
aware after the date of such opinion; and (vi) such opinion is for the sole
use of the Phar-Mor Board, as one element in the Phar-Mor Board's
consideration of the Transaction, and may not be used for any other purpose,
or otherwise referred to, relied upon or circulated, without Jefferies' prior
written consent. The engagement letter between Phar-Mor and Jefferies is made
solely for the benefit of Phar-Mor and the terms of such agreement expressly
provide that no other person shall have any rights under or by virtue of such
agreement. Consequently, Jefferies has taken the position that shareholders
cannot rely upon the opinion of Jefferies to support any claims against
Jefferies arising under applicable state law. The availability of a defense to
a claim against Jefferies, if any, will be resolved by a court of competent
jurisdiction. The resolution of the question of the availability of such a
defense will have no effect on the rights and responsibilities of the Phar-Mor
Board under applicable state law or on the rights and responsibilities of
either Jefferies or the Phar-Mor Board under the federal securities laws.
 
  In connection with the provision of its opinion, Jefferies, among other
things, (i) reviewed the draft of the Combination Agreement dated September 5,
1996 (including the exhibits thereto) and certain financial and other
information that was publicly available or furnished to Jefferies by Phar-Mor
and ShopKo, including certain internal financial analyses, budgets, reports
and other information prepared by the respective company's management; (ii)
held discussions with various members of senior management of Phar-Mor and
ShopKo concerning each company's historical and current operations, financial
conditions and prospects, as well as the strategic and operating benefits
anticipated from the business combination; and (iii) conducted such other
reviews, analyses and inquiries relating to Phar-Mor and ShopKo as it
considered appropriate.
   
  In Jefferies' review and analysis in rendering the Phar-Mor Fairness
Opinion, Jefferies relied upon, without independent investigation or
verification, the accuracy, completeness and fair presentation of all
financial and other information that was provided to Jefferies by Phar-Mor or
ShopKo, or that was publicly available (including, without limitation, the
information described above and the financial projections prepared by Phar-Mor
and ShopKo regarding the estimated future performance of the respective
companies before and after giving effect to the Transaction). The Phar-Mor
Fairness Opinion is expressly conditioned upon all such information (whether
written or oral) being complete, accurate and fair in all respects. The
financial projections utilized by Jefferies in preparing its opinion were
substantially the same as the projections utilized by Salomon Brothers. See
Annex G. In making its analysis, Jefferies did not rely upon the financial
statements of Phar-Mor prior to the Fresh Start Date, nor did it rely on any
projections of Phar-Mor prepared prior to the Fresh Start Date.     
 
  With respect to the financial projections provided by Phar-Mor and ShopKo
to, and examined by, Jefferies, Jefferies noted that projecting future results
of any company is inherently subject to vast uncertainty. However, the Phar-
Mor Board informed Jefferies, and Jefferies assumed, that such projections
were reasonably prepared on bases reflecting the best currently available
estimates and good faith judgments of the respective managements of the
companies as to the future performance of each company. In addition, although
Jefferies performed sensitivity analyses thereon in rendering its opinion,
Jefferies assumed that each company will perform in
 
                                      60
<PAGE>
 
accordance with such projections for all periods specified therein. Although
such projections did not form the principal basis for Jefferies' opinion, but
rather constituted one of many items that Jefferies employed, changes thereto
could affect the Phar-Mor Fairness Opinion. In addition, Jefferies assumed
that the Transaction will be a tax-free reorganization and will be accounted
for under the purchase method of merger accounting. Jefferies has disclaimed
any undertaking or obligation to advise any person of any change in any fact
or matter affecting its opinion of which it becomes aware after the date of
the Phar-Mor Fairness Opinion.
 
  Jefferies was not requested to, and did not make any independent evaluation
or appraisal of the assets or liabilities of, nor conducted a comprehensive
physical inspection of any of the assets of, Phar-Mor or ShopKo, nor was
Jefferies furnished with any such appraisals.
 
  Jefferies' opinion is based on economic, monetary, political, market and
other conditions existing and which could be evaluated as of the date of the
Phar-Mor Fairness Opinion (including, without limitation, then current market
prices of the Phar-Mor Shares and the ShopKo Shares and the terms of the
Combination Agreement as of such date). The Phar-Mor Fairness Opinion
expressly noted that such conditions, however, are subject to rapid and
unpredictable change and such changes could affect the conclusions expressed
in the Phar-Mor Fairness Opinion. Without limiting the foregoing, the
Jefferies' opinion does not address the fairness of the consideration to be
received by the Phar-Mor shareholders in the event that the actual ShopKo
Exchange Ratio is above 3.140 or below 1.895 and the Phar-Mor and ShopKo
Boards, respectively, decide not to terminate the Combination
 
                                     60 1
<PAGE>
 
Agreement. Jefferies did not make an independent investigation of any legal
matters affecting Phar-Mor or ShopKo, and assumed the correctness of all legal
and accounting advice given to such parties and their respective boards of
directors, including (without limitation) advice as to the accounting and tax
consequences of the Transaction to Phar-Mor, ShopKo and their respective
shareholders.
 
  In rendering the Phar-Mor Fairness Opinion, Jefferies also assumed that: (i)
the terms and provisions contained in the definitive Combination Agreement
(including the exhibits thereto) will not differ from those contained in the
draft of those documents Jefferies reviewed; (ii) the conditions to the
consummation of the Transaction set forth in such agreement will be satisfied
without material expense; (iii) there is not now, and there will not as a
result of the consummation of the transactions contemplated by such agreement
be, any default, or event of default, under any indenture, credit agreement or
other material agreement or instrument to which Phar-Mor, ShopKo or any of
their respective subsidiaries or affiliates is a party; and (iv) the amount of
outstanding net indebtedness of ShopKo immediately after the closing of the
Transaction (but prior to the Cabot Noble Buy Back) will be approximately
$343.2 million. In rendering the Phar-Mor Fairness Opinion, Jefferies
considered the effect of the repurchase of all of the ShopKo Shares held by
supervalu and assumed that Phar-Mor either (i) obtained from the holders of
the Phar-Mor Senior Notes the waiver of any right they may have to compel
Phar-Mor to offer to repurchase any Phar-Mor Senior Notes as a result of any
"change in control" resulting from the Transaction or (ii) if such holders
exercise such right, Phar-Mor would be able to obtain additional financing to
repurchase the Phar-Mor Senior Notes on acceptable terms.
 
  The preparation of a fairness opinion involves various determinations as to
the most appropriate and relevant methods of financial analyses and the
application of those methods to particular circumstances and, therefore, such
an opinion is not readily susceptible to summary description. Furthermore, in
arriving at its opinion, Jefferies did not attribute any particular weight to
any analysis or factor considered by it, but rather made qualitative judgments
as to the significance and relevance of each analysis and factor. Accordingly,
Jefferies' analyses must be considered as a whole. Considering any portion of
such analyses and of the factors considered, without considering all analyses
and factors, could create a misleading or incomplete view of the process
underlying the Phar-Mor Fairness Opinion. In its analyses, Jefferies made many
assumptions with respect to industry performance, general business and
economic conditions and other matters, many of which are beyond the control of
the merging companies. Any estimates contained in these analyses are not
necessarily indicative of actual values or predictive of future results or
values, which may be significantly more or less favorable than as set forth
therein and herein. In addition, analyses relating to the value of businesses
do not purport to be appraisals or to reflect the prices at which businesses
actually may be sold.
 
  The following summarizes the material financial and comparative analyses
Jefferies performed in arriving at the conclusions expressed in its opinion.
The following does not purport to be a complete description of the analyses
performed or the matters considered by Jefferies in arriving at its opinion.
 
  Comparable Publicly-Traded Company Analysis. Using public information, as
part of its analysis, Jefferies calculated the implied total enterprise value
of ShopKo based on (i) ShopKo's latest twelve months ("LTM") historical
information (the "Base Case") and (ii) "ShopKo with 100% Synergies," which
assumes that as a result of the Transaction, cost redundancies between Phar-
Mor and ShopKo will be eliminated and that the pro forma combined company
realizes the benefits of its increased purchasing power. These synergies are
generally described herein under "Cabot Noble Business Strategy--Cost Savings
From the Combination" and were identified to Jefferies by officers of Phar-Mor
and ShopKo. Jefferies calculated these values using the multiples of LTM
revenue, EBITDA and EBIT at which eight publicly traded retailers were trading
on August 23, 1996. The eight comparable companies examined were: Dayton-
Hudson Corp., Fred Meyer, Inc., Mac Frugals Bargains * Close-Outs, Inc., Value
City Dept. Stores, Inc., Hill Stores Company, Venture Stores, Inc., Wal-Mart
Stores, Inc. and Kmart Corporation. Jefferies applied the mean multiples of
these eight comparable companies to the analogous LTM June 16, 1996 statistics
for ShopKo. This analysis indicated an implied total enterprise value of
ShopKo of between $853.3 million and $1,256.2 million based on the Base Case
and of between $853.3 million and $1,420.2 million based on ShopKo with 100%
Synergies. By contrast, the consideration to be received by ShopKo in the
Transaction, based on a ShopKo Exchange Ratio of 2.4 Cabot
 
                                      61
<PAGE>
 
Noble Shares for each ShopKo Share and a Phar-Mor Share price of $7.375 on
August 23, 1996, equals approximately $914.7 million.
 
  None of the companies used in the above analysis is identical to Phar-Mor,
ShopKo or Cabot Noble. Because of the inherent differences between the
operations of Phar-Mor and ShopKo and the comparable companies, a purely
quantitative comparable company analysis is not particularly meaningful. An
appropriate use of a comparable company analysis in this instance necessarily
involves qualitative judgments concerning, among other things, differences
between the financial and operating characteristics of Phar-Mor and ShopKo and
the selected comparable companies that could affect the public trading values
of Phar-Mor and ShopKo and such companies.
 
  Comparable Merger and Acquisition Transaction Analysis. Jefferies reviewed
the consideration paid in the following five transactions that Jefferies
believed were the only reasonable comparable transactions completed on or
after August 18, 1995 for which sufficient public data was available as
screened by Securities Data Corporation (target/acquiror): Bruno's,
Inc./Kohlberg Kravis Roberts; Super Rite Corporation/Richfood Holdings, Inc.;
National Convenience Stores, Inc./Diamond Shamrock, Inc.; Younkers,
Inc./Proffitt's, Inc.; and Circle K Corporation/Tosco Corp. Jefferies analyzed
the consideration paid in such transactions as a multiple of the target
companies' sales, EBITDA and EBIT for the LTM prior to the acquisition of the
target. Such analysis yielded mean multiplies of 0.32x LTM sales, 7.1x LTM
EBITDA and 11.7x LTM EBIT. Jefferies compared these multiples with the
respective multiples calculated using the total enterprise value of ShopKo
based on an offer price of $17.70 per share of ShopKo (the ShopKo Exchange
Ratio multiplied by the Phar-Mor closing price on August 23, 1996 of $7.375
(the "Offer Price")). These multiplies were 0.45x LTM sales, 6.0x LTM EBITDA
and 9.5x LTM EBIT. The multiples calculated using the total enterprise value
of Phar-Mor (based on a Phar-Mor closing price on August 23, 1996 of $7.375)
were 0.14x LTM sales, 4.3x LTM EBITDA and 9.7x LTM EBIT.
 
  Because the reasons for and circumstances surrounding each of the
transactions analyzed were diverse and because of the inherent differences
between the operations of Phar-Mor and ShopKo and the companies engaged in the
selected transactions, Jefferies believes that a purely quantitative
comparable transaction analysis is not particularly meaningful. An appropriate
use of a comparable transaction analysis in this instance necessarily involves
complex considerations and qualitative judgments concerning, among other
things, differences between the characteristics of these transactions and the
Transaction that could affect the public trading value of the companies to
which ShopKo is being compared.
 
  Premiums Paid Analysis. Jefferies examined the premiums paid in all
completed acquisition transactions announced on or after January 1, 1996 as
screened by Securities Data Corporation. The premiums paid in these completed
transactions based on the target's stock price 1 day, 1 week and 1 month prior
to the announcement were 29.4%, 33.9% and 42.7%, respectively. In the proposed
Transaction, the assumed Offer Price of $17.70 per original ShopKo Share
represents, based on the ShopKo Shares closing bid prices of $15.125 per share
on August 23, 1996, $14.875 per share on August 16, 1996, and $15.000 per
share on July 23, 1996, an approximate premium of 17.0%, 19.0% and 18.0%,
respectively. Jefferies noted that after taking into account the repurchase of
Cabot Noble Shares from supervalu at $16.86 per original ShopKo Share, the
implied premiums calculated above would be further lowered. Based on the terms
of the Combination Agreement, Phar-Mor shareholders will not receive a premium
upon the exchange of Phar-Mor Shares for Cabot Noble Shares.
 
  Discounted Cash Flow Analysis. Jefferies applied a discounted cash flow
analysis to ShopKo's financial projections for 1997 through 2001. In
conducting its discounted cash flow analysis, Jefferies first calculated the
estimated future streams of cash flows that ShopKo would produce through the
year 2001. In addition, Jefferies applied various growth rates to ShopKo's
2001 projected cash flow for terminal valuation purposes. Finally, Jefferies
discounted such cash flow streams to present values using discount rates
ranging from 9.35% to 11.85%, chosen to reflect different assumptions
regarding the cost of capital using the Capital Asset Pricing Model. Based on
this discounted cash flow analysis and the projections contained in "Adjusted
Projections Used by Jefferies in its Fairness Opinion" in Annex G hereto, the
range of equity values for ShopKo were $537.2 million to $1,085.1 million, or
$16.34 to $33.01 per share. These values imply a range of total enterprise
values of ShopKo of between $880.4 million to $1,428.3 million.
 
                                      62
<PAGE>
 
  Jefferies applied a discounted cash flow analysis to Phar-Mor's financial
forecasts for 1997 through 2001. In conducting its discounted cash flow
analysis, Jefferies first calculated the estimated future streams of cash
flows that Phar-Mor would produce through the year 2001. In addition,
Jefferies applied various growth rates to Phar-Mor's 2001 projected cash flow
for terminal valuation purposes. Finally, Jefferies discounted such cash flow
streams to present values using discount rates ranging from 17.80% to 22.30%,
chosen to reflect different assumptions regarding the cost of capital based on
Phar-Mor's existing borrowing costs and estimated required equity returns
based on conversations with sophisticated private equity investors. Based on
this discounted cash flow analysis and the projections contained in "Adjusted
Projections Used by Jefferies in its Fairness Opinion" in Annex G hereto, the
total enterprise value of Phar-Mor was estimated to range from $132.1 million
to $200.1 million.
   
  Earnings Per Share Analysis. Jefferies analyzed the effects of the
Transaction on the earnings per share of the combined company by comparing
Phar-Mor's projected earnings per share on a stand-alone basis to (i) the
projected earnings per share pro forma for the Transaction with $5 million to
$20 million of synergies assumed to be realized (the "100% Combination
Benefits"), and (ii) the projected earnings per share pro forma for the merger
with no synergies ("No Combination Benefits") based on the projections
contained in "Adjusted Projections Used by Jefferies in its Fairness Opinion"
in Annex G hereto. For the purpose of calculating earnings per share,
Jefferies assumed that on a pro forma basis, there were 55.685 million shares
of Cabot Noble outstanding. Based on these analyses, Jefferies observed that
the projected earnings per Cabot Noble Share with 100% Combination Benefits
and No Combination Benefits were accretive to Phar-Mor's shareholders in each
year through 1998 including pro forma 1996. The estimated amount of accretion
to Phar-Mor shareholders based upon the projected earnings per Cabot Noble
Share with 100% Combination Benefits ranges from $0.29 to $0.50 per share over
the projected period, and with No Combination Benefits ranges from $0.13 to
$0.44 per share over the projected period.     
 
  Contribution Analysis. Jefferies analyzed the relative contribution of each
of Phar-Mor and ShopKo to the pro forma combined company based on the
projections contained in "Adjusted Projections used by Jefferies in its
Fairness Opinion" in Annex G hereto. Based on pro forma fiscal year 1996 data,
Phar-Mor would contribute approximately 34.8% of revenues, 26.9% of gross
margin and 14.3% of EBITDA of the combined company before taking into account
any synergies that may be achieved if the Combination were consummated. Based
on data as of August 23, 1996, Phar-Mor would contribute 15.3% of the market
capitalization of the combined companies. Based on the ShopKo Exchange Ratio,
Phar-Mor would receive approximately 21.8% of the equity of Cabot Noble.
 
  BASED ON THE FOREGOING ANALYSES AND FACTORS JEFFERIES ARRIVED AT ITS
OPINION; HOWEVER, THE SUMMARY SET FORTH ABOVE DOES NOT PROPOSE TO BE A
COMPLETE DESCRIPTION OF THE ANALYSIS PERFORMED AND FACTORS CONSIDERED BY
JEFFERIES IN ARRIVING AT ITS OPINION.
 
  Pursuant to an engagement letter dated August 23, 1996 between Phar-Mor and
Jefferies as compensation for Jefferies' services in connection with its
delivery of an opinion to Phar-Mor with respect to the Transaction, Phar-Mor
has paid Jefferies a fee of $150,000 (without regard to whether Jefferies'
opinion ultimately would be favorable or unfavorable), such fee to be credited
against the Advisory Fee described below, if earned. In addition, in
connection with Jefferies' role as exclusive financial advisor to Phar-Mor,
Phar-Mor will pay to Jefferies an advisory fee of up to $4.44 million (the
"Advisory Fee") upon closing of the Transaction. Phar-Mor has also agreed to
indemnify Jefferies against certain liabilities, including liabilities arising
under the federal securities laws, and to reimburse Jefferies promptly for all
out-of-pocket expenses (including the reasonable fees and expenses of
counsel), such reimbursement to be credited to the Advisory Fee described
above if earned. In the ordinary course of its business, Jefferies may
actively trade the securities of Phar-Mor and ShopKo for its own account and
for the accounts of its customers and, accordingly, may at any time hold a
long or short position in those securities.
   
  On August 2, 1996, ShopKo completed the acquisition of CareStream Scrip Card
from FoxMeyer Health. See "Certain Transactions--CareStream Scrip Card
Acquisition by ShopKo." CareStream Scrip Card is a     
 
                                      63
<PAGE>
 
   
prescription benefit management company which is being integrated with
ShopKo's ProVantage subsidiary. Jefferies received a fee of $500,000 from
FoxMeyer Health for acting as its financial advisor in conjunction with the
CareStream Scrip Card acquisition by ShopKo.     
 
TERMS OF THE SHOPKO PLAN
   
  Pursuant to the ShopKo Plan and subject to the terms of the Combination
Agreement, each ShopKo Share outstanding as of the Effective Date (other than
ShopKo Shares as to which dissenters' rights have been perfected), without any
further action on the part of ShopKo's shareholders, will be exchanged for 2.4
Cabot Noble Shares (and cash in lieu of any fractional share), subject to
adjustment to the extent that the value of the exchange consideration received
per ShopKo Share would fall outside a range of $17.25 to $18.00. The ShopKo
Exchange is intended to constitute a tax-free exchange such that, among other
things, ShopKo shareholders will not recognize gain or loss upon the receipt
of Cabot Noble Shares in exchange for the ShopKo Shares. See "Certain United
States Federal Income Tax Consequences."     
   
  Annex E hereto illustrates how the ShopKo Exchange Ratio will be calculated.
If the Average Closing Price is less than $7.186, the ShopKo Exchange Ratio
will equal the ratio which results in each ShopKo Share being exchanged for a
number of Cabot Noble Shares equal to $17.25 divided by the Average Closing
Price, unless Phar-Mor exercises its right to terminate the Combination
Agreement as set forth below. If the Average Closing Price is greater than
$7.50, the ShopKo Exchange Ratio will equal the ratio which results in each
ShopKo Share being exchanged for a number of Cabot Noble Shares equal to
$18.00 divided by the Average Closing Price, unless ShopKo exercises its right
to terminate the Combination Agreement as set forth below. If the Average
Closing Price is less than $5.493 (which would result in a ShopKo Exchange
Ratio greater than 3.14), the Phar-Mor Board would have the right to terminate
the Combination Agreement, unless ShopKo otherwise agrees on or before     ,
1997 that the ShopKo Exchange Ratio shall be set at 3.140 (i.e., based on an
Average Closing Price set at $5.494). If the Average Closing Price is greater
than $9.501 (which would result in a ShopKo Exchange Ratio less than 1.895),
the ShopKo Board would have the right to terminate the Combination Agreement,
unless Phar-Mor otherwise agrees on or before     , 1997 that the ShopKo
Exchange Ratio shall be set at 1.895 (i.e. based on an Average Closing Price
set at $9.50). In any event, the actual ShopKo Exchange Ratio will be
determined by     , 1997, [a minimum of] [five] days prior to the originally
scheduled date of the ShopKo Special Meeting.     
 
  Cabot Noble, ShopKo and Phar-Mor have established the following toll-free
telephone number (1 800    -   ) to enable shareholders of ShopKo and Phar-Mor
to receive updated information regarding the ShopKo Exchange Ratio. Commencing
    , 1997 and ending on the day following conclusion of the Special Meetings,
shareholders are encouraged to call such number to listen to a recorded
message indicating what the ShopKo Exchange Ratio would be as of the date of
such call, based on the average of the per share closing prices on the Nasdaq-
NMS of Phar-Mor Shares (as reported in The Wall Street Journal) during the
thirty-day period ending as of the day prior to such call or     , 1997, as
appropriate. Because the Average Closing Price upon which the actual ShopKo
Exchange Ratio will be based cannot be determined definitively until the close
of trading on     , 1997, callers to such toll-free telephone number prior to
    , 1997 should bear in mind that fluctuations in the trading price of Phar-
Mor Shares during the thirty-day period ending     , 1997, may cause the
actual ShopKo Exchange Ratio to vary from the hypothetical ShopKo Exchange
Ratio indicated on such recorded message prior to     , 1997.
   
  The closing price of Phar-Mor Shares in composite trading on February  ,
1997, was $[   ] per share, as reported in The Wall Street Journal. If the
Average Closing Price had been calculated on the basis of the 30-day period
ending     , it would have been $    (which would result in a ShopKo Exchange
Ratio of  ). In the event the Average Closing Price is less than $5.493, Phar-
Mor has not determined whether it will exercise its right to terminate the
Combination Agreement, and the ShopKo Board has not made any determination
whether, in the event that Phar-Mor exercises its right to terminate, it will
agree to set the ShopKo Exchange Ratio at 3.140 pursuant to the Combination
Agreement. Conversely, in the event the Average Closing Price exceeds $9.501,
ShopKo has not determined whether it will exercise its right to terminate the
Combination Agreement, and the Phar-Mor Board has not made any determination
whether, in the event that ShopKo exercises its right to terminate, it will
agree to set the ShopKo Exchange Ratio at 1.895 pursuant to the Combination
Agreement. Shareholder approval will constitute approval of the Combination if
the ShopKo Exchange Ratio is     
 
                                      64
<PAGE>
 
greater than 3.140 or less than 1.895 and the Combination Agreement is not
terminated, subject to the fiduciary obligations of the ShopKo and Phar-Mor
Boards and other applicable legal requirements.
 
TERMS OF THE PHAR-MOR PLAN
   
  Pursuant to the Phar-Mor Plan and subject to the terms of the Combination
Agreement, each Phar-Mor Share outstanding as of the Effective Date, without
any further action on the part of Phar-Mor's shareholders, will be exchanged
for one Cabot Noble Share and each outstanding Phar-Mor Warrant will be
converted into a Cabot Noble Warrant to purchase a like number of Cabot Noble
Shares. The Phar-Mor Exchange is intended to constitute a tax-free exchange
such that, among other things, Phar-Mor shareholders will not recognize gain
or loss upon the receipt of Cabot Noble Shares in exchange for their Phar-Mor
Shares. See "Certain United States Federal Income Tax Consequences."     
   
  Annex E hereto illustrates how the ShopKo Exchange Ratio will be calculated.
If the Average Closing Price is less than $7.186, the ShopKo Exchange Ratio
will equal the ratio which results in each ShopKo Share being exchanged for a
number of Cabot Noble Shares equal to $17.25 divided by the Average Closing
Price, unless Phar-Mor exercises its right to terminate the Combination
Agreement as set forth below. If the Average Closing Price is greater than
$7.50, the ShopKo Exchange Ratio will equal the ratio which results in each
ShopKo Share being exchanged for a number of Cabot Noble Shares equal to
$18.00 divided by the Average Closing Price, unless ShopKo exercises its right
to terminate the Combination Agreement as set forth below. If the Average
Closing Price is less than $5.493 (which would result in a ShopKo Exchange
Ratio greater than 3.140), the Phar- Mor Board would have the right to
terminate the Combination Agreement, unless ShopKo otherwise agrees on or
before     , 1997 that the ShopKo Exchange Ratio shall be set at 3.140 (i.e.,
based on an Average Closing Price set at $5.494). If the Average Closing Price
is greater than $9.501 (which would result in a ShopKo Exchange Ratio less
than 1.895), the ShopKo Board would have the right to terminate the
Combination Agreement, unless Phar-Mor otherwise agrees on or before     ,
1997 that the ShopKo Exchange Ratio shall be set at 1.895 (i.e. based on an
Average Closing Price set at $9.499). In any event, the actual ShopKo Exchange
Ratio will be determined by     , 1997, [a minimum of] [five] days prior to
the originally scheduled date of the ShopKo Special Meeting.     
 
  Cabot Noble, ShopKo and Phar-Mor have established the following toll-free
telephone number (1 800    -   ) to enable shareholders of ShopKo and Phar-Mor
to receive updated information regarding the ShopKo Exchange Ratio. Commencing
    , 1997 and ending on the day following the conclusion of the Special
Meetings, shareholders are encouraged to call such number to listen to a
recorded message indicating what the ShopKo Exchange Ratio would be as of the
date of such call, based on the average of the per share closing prices on the
Nasdaq-NMS of Phar-Mor Shares (as reported in The Wall Street Journal) during
the thirty-day period ending as of the day prior to such call or     , 1997,
as appropriate. Because the Average Closing Price upon which the actual ShopKo
Exchange Ratio will be based cannot be determined definitively until the close
of trading on     , 1997, callers to such toll-free telephone number prior to
    , 1997 should bear in mind that fluctuations in the trading price of Phar-
Mor Shares during the thirty-day period ending     , 1997, may cause the
actual ShopKo Exchange Ratio to vary from the hypothetical ShopKo Exchange
Ratio indicated on such recorded message prior to     , 1997.
   
  The closing price of Phar-Mor Shares in composite trading on February  ,
1997, was $[   ] per share, as reported in The Wall Street Journal. If the
Average Closing Price had been calculated on the basis of the 30-day period
ending     , it would have been $    (which would result in a ShopKo Exchange
Ratio of   ). In the event the Average Closing Price is less than $5.493,
Phar-Mor has not determined whether it will exercise its right to terminate
the Combination Agreement, and the ShopKo Board has not made any determination
whether, in the event that Phar-Mor exercises its right to terminate, it will
agree to set the ShopKo Exchange Ratio at 3.140 pursuant to the Combination
Agreement. Conversely, in the event the Average Closing Price exceeds $9.501,
ShopKo has not determined whether it will exercise its right to terminate the
Combination Agreement, and the Phar-Mor Board has not made any determination
whether, in the event that ShopKo exercises its right to terminate, it will
agree to set the ShopKo Exchange Ratio at 1.895 pursuant to the Combination
Agreement. Shareholder approval will constitute approval of the Combination if
the ShopKo Exchange Ratio is greater than 3.140 or less than 1.895 and the
Combination Agreement is not terminated, subject to the fiduciary obligations
of the Phar-Mor and ShopKo Boards and other applicable legal requirements.
    
                                      65
<PAGE>
 
   
  Upon the consummation of the Phar-Mor Plan, holders of Phar-Mor Shares or
Phar-Mor Warrants will automatically become holders of Cabot Noble Shares or
Cabot Noble Warrants, respectively, and their certificates which represent
Phar-Mor Shares or Phar-Mor Warrants will automatically represent the Cabot
Noble Shares or Cabot Noble Warrants, respectively, for which such shares or
warrants were exchanged or converted pursuant to the Phar-Mor Plan. After the
Phar-Mor Exchange, as presently outstanding certificates representing Phar-Mor
Shares or Phar-Mor Warrants are presented for transfer, new certificates
bearing the name of Cabot Noble and the appropriate number of Cabot Noble
Shares will be issued.     
 
VOTING AGREEMENT
 
  Pursuant to the Voting Agreement by and among supervalu, Cabot Noble and
Robert M. Haft, for himself and as the holder of a voting proxy for Mary Z.
Haft, in their capacity as a member of Hamilton Morgan, supervalu has agreed
to vote or to cause to be voted a number of ShopKo Shares then beneficially
owned by supervalu or its affiliates equal to not less than 19.9% of all the
outstanding ShopKo Shares in favor of approval and adoption of the ShopKo
Plan. supervalu agreed to vote 19.9% of the outstanding ShopKo Shares in favor
of the ShopKo Plan since an agreement to vote 20% or more of such shares in
favor of the ShopKo Plan may have caused the other parties to the Voting
Agreement to be subject to the Minnesota Control Share Acquisition Act.
 
  In addition, pursuant to the Voting Agreement, Mr. Haft has agreed to vote
all Phar-Mor Shares then owned of record by Mr. Haft in favor of approval and
adoption of the Phar-Mor Plan, and to the extent permitted by the terms of the
governing instruments of Hamilton Morgan, to use his reasonable efforts to
cause Hamilton Morgan to vote all of the Phar-Mor Shares then beneficially
owned by it in favor of approval and adoption of the Phar-Mor Plan. Mr. Haft
does not currently own of record any Phar-Mor Shares and Hamilton Morgan
beneficially owns 4,704,033 Phar-Mor Shares, or approximately 38.7% of the
outstanding Phar-Mor Shares. Mr. Haft is the Chairman of the Board and Chief
Executive Officer of Phar-Mor and Cabot Noble.
   
  Under the Hamilton Morgan LLC Agreement, the Phar-Mor Shares beneficially
owned by Hamilton Morgan may not be voted without the unanimous consent of the
members of Hamilton Morgan. As of      , 1997, the Haft Members, as tenants by
the entirety, owned 30.2% and FoxMeyer Health owned the remaining 69.8% of the
membership interests in Hamilton Morgan. FoxMeyer Health has indicated that it
has not reached a conclusion as to its position on the Transaction. Messrs.
Butler and Estrin, directors of Phar-Mor, are co-chairmen of the Board, co-
chief executive officers and major shareholders of FoxMeyer Health.     
   
  FoxMeyer Health initiated the buy-sell provisions of the Hamilton Morgan LLC
Agreement on December 18, 1996, pursuant to which either FoxMeyer Health or
the Haft Members may acquire all of the membership interests in Hamilton
Morgan. On December 23, 1996, the Haft Members exercised their rights under
the Hamilton Morgan LLC Agreement to seek binding arbitration regarding
certain areas of disagreement between FoxMeyer Health and the Haft Members,
including voting rights with respect to the Phar-Mor Shares beneficially held
by Hamilton Morgan and certain matters relating to FoxMeyer Health's exercise
of its buy-sell rights. The Haft Members assert that, pursuant to the
provisions of the Hamilton Morgan LLC Agreement, Robert M. Haft, as President
of Hamilton Morgan, has sole voting power over the Phar-Mor Shares
beneficially held by Hamilton Morgan because an event of default occurred
under the bank facility entered into by FoxMeyer Health in connection with
Hamilton Morgan's purchase of certain of such Phar-Mor Shares. FoxMeyer Health
asserts that it has sole voting power over the Phar-Mor Shares beneficially
held by Hamilton Morgan because FoxMeyer Health asserts that Robert Haft has a
conflict of interest in connection with the Transaction. See "Risk Factors--
Hamilton Morgan Issues" and "Description of Phar-Mor--Security Ownership of
Certain Beneficial Owners and Management."     
 
EXCHANGE OF CERTIFICATES
 
       will act as exchange agent (the "Exchange Agent") in connection with
the ShopKo Exchange. Promptly after the Effective Date, the Exchange Agent
will send transmittal forms and instructions to ShopKo
 
                                      66
<PAGE>
 
shareholders to be used in forwarding certificates evidencing their ShopKo
Shares for surrender and exchange for (i) certificates representing the number
of full shares of Cabot Noble Shares for which their ShopKo Shares were
exchanged in the ShopKo Exchange and (ii) a cash payment for any fractional
Cabot Noble Shares to which such holders otherwise would be entitled. ShopKo
shareholders are requested not to surrender their certificates for exchange
until such transmittal forms and instructions are received. Such instructions
will include procedures concerning lost certificates. Holders of Phar-Mor
Shares and Phar-Mor Warrants will not be required to exchange their Phar-Mor
Share certificates or Phar-Mor Warrant certificates, as the case may be, in
connection with the Combination. See "--Terms of the Phar-Mor Plan."
   
  Each holder of ShopKo Shares will be entitled, upon surrender to the
Exchange Agent of certificates representing such shares, to receive in
exchange therefor a certificate or certificates representing the number of
whole Cabot Noble Shares to which such holder is entitled based on the ShopKo
Exchange Ratio, together with any cash payable in lieu of a fractional Cabot
Noble Share. Until so surrendered, the certificates representing ShopKo Shares
will be deemed to represent the number of whole Cabot Noble Shares into which
the ShopKo Shares were exchanged and the right to receive cash in lieu of
fractional Cabot Noble Shares. ShopKo shareholders who are entitled to receive
Cabot Noble Shares in exchange for their ShopKo Shares and/or cash in lieu of
stock for fractional shares will not be entitled to receive payment of any
dividends or other distributions on the Cabot Noble Shares for which their
ShopKo Shares have been exchanged until the certificates representing their
ShopKo Shares have been surrendered to the Exchange Agent. Upon surrender of
any certificates which prior to the Combination represented ShopKo Shares, the
holder thereof shall be entitled to receive any dividends or other
distributions (without interest) which previously have become payable and
which have not been paid with respect to the number of Cabot Noble Shares
represented by the certificate issued upon the surrender of certificate
representing ShopKo Shares.     
 
FRACTIONAL SHARE INTERESTS
 
  No certificate or scrip representing fractional Cabot Noble Shares will be
issued pursuant to the Combination. No fractional share interests will entitle
the owner thereof to vote or to any other rights of a stockholder of Cabot
Noble. Each holder of ShopKo Shares who otherwise would be entitled to receive
a fractional Cabot Noble Share in the Combination will receive, upon surrender
for exchange, a cash payment in lieu of the issuance of any fractional Cabot
Noble Share. As soon after the Effective Date as practicable, the Exchange
Agent shall aggregate all fractional interests (the "Excess Shares") and sell
such Excess Shares at then prevailing prices on the principal securities
market on which the Cabot Noble Shares are then trading. The Exchange Agent
shall determine the portion of the gross proceeds from the sale of such Excess
Shares to which each holder of ShopKo Shares shall be entitled, if any, by
multiplying the amount of the aggregate gross proceeds from the sale by a
fraction, the numerator of which is the amount of the fractional Cabot Noble
Share interest to which such holder of ShopKo Shares is entitled and the
denominator of which is the aggregate amount of fractional Cabot Noble Share
interests to which all holders of ShopKo Shares are entitled. Cabot Noble
shall pay all commissions, transfer taxes and other out-of-pocket transaction
costs, including the expenses and compensation, of the Exchange Agent incurred
in connection with such sale of the Excess Shares. If more than one
certificate representing ShopKo Shares shall be surrendered at one time for
the account of the same stockholder of record, the number of full Cabot Noble
Shares for which certificates shall be delivered shall be computed on the
basis of the aggregate number of Cabot Noble Shares represented by the
certificates so surrendered.
 
TREATMENT OF OPTIONS, WARRANTS AND OTHER RIGHTS
 
  The Combination Agreement provides that each option to purchase Phar-Mor
Shares or ShopKo Shares, and each warrant to purchase Phar-Mor Shares, in each
case outstanding on the Effective Date, shall become (by conversion, exchange,
assumption, substitution, and/or otherwise as determined by mutual agreement
of ShopKo and Phar-Mor) an option (a "Cabot Noble Option") or Cabot Noble
Warrant, as the case may be, to purchase (i) in the case of options or
warrants to purchase Phar-Mor Shares, the same number of Cabot Noble Shares
and (ii) in the case of options to purchase ShopKo Shares, that number of
Cabot Noble Shares determined by
 
                                      67
<PAGE>
 
multiplying the number of ShopKo Shares issuable upon the exercise of such
option by the ShopKo Exchange Ratio. Each such Cabot Noble Option and Cabot
Noble Warrant shall be exercisable at the same aggregate exercise price after
the Combination as the corresponding option or warrant was before the
Combination and shall have the same exercise period and other terms and
conditions as the corresponding option or warrant. Notwithstanding the
foregoing, no Cabot Noble Option to purchase fractional Cabot Noble Shares
shall be issued in connection with the Combination.
   
  Phar-Mor currently has outstanding warrants to purchase a total of 1,250,000
Phar-Mor Shares at an exercise price of $13.50 per share, which warrants will
be converted pursuant to the Phar-Mor Plan into Cabot Noble Warrants to
purchase the same number of Cabot Noble Shares at the same exercise price per
share. Society National Bank, which serves as warrant agent for the Phar-Mor
warrants, will serve as the warrant agent for the Cabot Noble Warrants. Phar-
Mor currently has outstanding options to purchase a total of 1,358,617 Phar-
Mor Shares at exercise prices ranging from $7.06 to $8.00 per share. ShopKo
currently has outstanding options to purchase a total of 2,650,418 ShopKo
Shares at exercise prices ranging from $10.00 to $16.25 per share. The number
of Cabot Noble Shares issuable upon exercise of the converted options or
warrants will equal the number of shares presently issuable upon exercise of
such outstanding options or warrants multiplied by one, in the case of
converted outstanding Phar-Mor options and warrants, or the ShopKo Exchange
Ratio, in the case of converted outstanding ShopKo options. See "Description
of Cabot Noble--Stock Incentive Plan" and "Description of Capital Stock of
Cabot Noble--Warrants."     
 
  The Combination Agreement also provides that Cabot Noble shall assume all of
the rights and obligations of Phar-Mor and ShopKo pursuant to their respective
employee benefit plans and the options and restricted stock outstanding
thereunder. Approval of the Combination by the shareholders of ShopKo and
Phar-Mor will constitute shareholder approval of the assumption by Cabot Noble
of the rights and obligations of ShopKo and Phar-Mor under their respective
employee benefit plans. Such approval will also constitute shareholder
approval of related amendments to such plans to provide for, among other
things, the conversion at the Effective Date of each outstanding stock option
or warrant into a Cabot Noble Option or Cabot Noble Warrant, respectively.
 
CABOT NOBLE BUY BACK
   
  Immediately following the consummation of the Combination, without any
further action by the shareholders of Cabot Noble, Phar-Mor or ShopKo, Cabot
Noble will purchase from supervalu the Buy Back Shares for an aggregate price
of $223,594,526, payable in cash. The Cabot Noble Buy Back results in an
effective price of $16.86 for each ShopKo Share exchanged by supervalu for
Cabot Noble Shares and included in the Buy Back Shares. ShopKo and Phar-Mor
expect to have sufficient cash available on the Effective Date to finance the
Cabot Noble Buy Back.      
          
  Under the terms of the Stock Purchase Agreement, the obligation of supervalu
to consummate the Cabot Noble Buy Back is subject to certain conditions,
including that the representations and warranties of Cabot Noble contained in
the Stock Purchase Agreement were true and correct when made and will be true
and correct as of the closing of the Cabot Noble Buy Back on the Effective
Date, that Cabot Noble has performed and complied with all of its agreements,
covenants and obligations under the Stock Purchase Agreement and that the
Combination has been consummated pursuant to the Combination Agreement. The
obligation of Cabot Noble to consummate the Cabot Noble Buy Back is also
subject to certain conditions, including that the representations and
warranties of supervalu were true and correct when made and will be true and
correct as of the closing of the Cabot Noble Buy Back on the Effective Date,
that supervalu has complied with all its agreements, covenants and conditions
under the Stock Purchase Agreement, that the Combination has been consummated
pursuant to the Combination Agreement and that Cabot Noble has received a
financing commitment or other reasonable assurances from one or more
underwriters, placement agents or other financing sources (on terms and
conditions reasonably acceptable to each of Cabot Noble, Phar-Mor and ShopKo),
that Cabot Noble may obtain financing of at least $75 million, and that all
documents and deliveries necessary to consummate such financing shall be
completed at or before the closing and held in escrow pending the Effective
Date (which financing condition would be satisfied by the consummation of the
Cabot Noble Financing). The Stock Purchase     
 
                                      68
<PAGE>
 
Agreement also provides for supervalu to indemnify Cabot Noble for claims,
losses, damages, costs, expenses and liabilities suffered by Cabot Noble on
account of any misrepresentation, breach of warranty, or nonfulfillment of any
agreement on the part of supervalu, and for Cabot Noble similarly to indemnify
supervalu in connection with any misrepresentation, breach of warranty or
nonfulfillment of any agreement on the part of Cabot Noble.
   
  In connection with the Cabot Noble Buy Back, supervalu will be granted
certain shelf and incidental registration rights with respect to its future
public distribution of the Cabot Noble Shares which are not being repurchased
by Cabot Noble. See "--Selling Stockholders--Registration Rights."     
   
  The Cabot Noble Buy Back was negotiated directly between supervalu and Phar-
Mor over a period of several months. The negotiations concerned price, the
form of consideration, the timing of receipt of consideration, and other
related matters. The ShopKo, Phar-Mor and Cabot Noble Boards considered the
Cabot Noble Buy Back in determining whether to approve the Combination. In
approving the Combination (which contemplates the Cabot Noble Buy Back), the
ShopKo Board was required under the Minnesota Law to act in good faith, in a
manner the directors reasonably believed to be in the best interests of
ShopKo, and with the care an ordinarily prudent person in a like position
would exercise under similar circumstances; the Phar-Mor Board was required
under the Pennsylvania Law to act in a manner the directors reasonably
believed to be in the best interests of Phar-Mor, and with such care as a
person of ordinary prudence would use under similar circumstances; and the
Cabot Noble Board was required under the Delaware Law to act in the best
interest of Cabot Noble with undivided and unselfish loyalty, and to use that
amount of care that ordinarily careful and prudent people would use in similar
circumstances in the handling of their own affairs. As described above, the
ShopKo Board established a special committee of independent directors to
review the Combination in light of all significant factors, including the
Cabot Noble Buy Back, and obtained an opinion from Salomon Brothers as to the
fairness of the Combination, including the Cabot Noble Buy Back, to the ShopKo
Public Shareholders from a financial point of view. See "The Transaction--
Background of the Transaction." Phar-Mor obtained an opinion from Jefferies as
to the fairness of the Combination, including the Cabot Noble Buy Back, to
Phar-Mor shareholders from a financial point of view. See "The Transaction--
Phar-Mor Fairness Opinion."     
 
FINANCING
   
  Cabot Noble, ShopKo and Phar-Mor have entered into negotiations with an
agent bank to provide up to $250 million of financing in the form of a
syndicated revolving credit facility (the "Cabot Noble Financing"). The Cabot
Noble Financing would be used for working capital and general corporate
purposes. It is expected that the Cabot Noble Financing would have a term of
approximately five years, would be guaranteed by Cabot Noble and would be
secured by the ShopKo Shares and the Phar-Mor Shares held by Cable Noble,
substantially all of the inventory and receivables of Phar-Mor and
substantially all assets of ShopKo other than certain inventory and certain
real estate. In addition, certain specified real estate of ShopKo and the
capital stock of subsidiaries of ShopKo would secure a principal amount of
borrowings under the Cabot Noble Financing not in excess of the greater of (x)
15% of ShopKo's consolidated tangible assets and (y) $160 million.     
   
  The Cabot Noble Financing would be reduced by $10 million on December 15 of
each year the facility is in place. Borrowings under the Cabot Noble Financing
will bear interest at a rate that varies depending upon the type of borrowing
under such facility and other factors. Generally, "base rate loans" will bear
interest at a rate equal to 1.25% plus the higher of (x) 1/2 of 1% in excess
of the Federal Reserve reported certificate of deposit rate and (y) the agent
bank's announced prime lending rate as in affect from time to time. The Cabot
Noble Financing will restrict the ability of Cabot Noble, ShopKo, and Phar-Mor
to pay dividends, although the actual terms of such restrictions have not been
determined as of the date hereof. The terms of the Cabot Noble Financing
described herein are subject to change, and there can be no assurance that
such financing will in fact be available or that the actual terms of the Cabot
Noble Financing will be substantially similar to those described herein.     
 
                                      69
<PAGE>
 
   
  Currently, Phar-Mor has outstanding the Phar-Mor Senior Notes in the
aggregate principal amount of approximately $91.5 million. Although Phar-Mor
believes that the Transaction does not entitle holders of the Phar-Mor Senior
Notes to cause Phar-Mor to offer to purchase such notes, concurrently with the
solicitation of proxies hereby, Phar-Mor is soliciting waivers from such
holders of any right they may have to compel Phar-Mor to offer to repurchase
any Phar-Mor Senior Notes as a result of any "change in control" resulting
from the Transaction. While the receipt of such waivers is not a condition
precedent to the Transaction, the receipt of such waivers may be required in
order to obtain the Cabot Noble Financing. Phar-Mor intends to complete the
solicitation of waivers from holders of Phar-Mor Senior Notes prior to or
contemporaneously with the Special Meetings. If (i) such waivers are not
received, (ii) it is determined that such holders have such a right, and (iii)
such holders exercise such right, Phar-Mor would be required to repurchase the
Phar-Mor Senior Notes at 101% of their principal amount plus accrued interest
to the date of repurchase. Phar-Mor and/or Cabot Noble may need to obtain
additional financing to enable Phar-Mor to repurchase the Phar-Mor Senior
Notes but have no current arrangements concerning such financing. Although
there can be no assurance that either Phar-Mor or Cabot Noble would be able to
arrange to obtain such financing on terms which are as favorable to Phar-Mor
as the terms of the Phar-Mor Senior Notes, management of Cabot Noble and Phar-
Mor believe that financing could be arranged by Phar-Mor and/or Cabot Noble to
effect any such repurchase of Phar-Mor Senior Notes, on terms favorable to
Cabot Noble and Phar-Mor, including through the incurrence of other debt by
Phar-Mor or Cabot Noble.     
 
REPRESENTATIONS AND WARRANTIES
 
  The Combination Agreement contains various representations and warranties of
the parties thereto. These include representations and warranties by each of
Phar-Mor and ShopKo as to (i) organization and good standing, (ii)
capitalization, (iii) approval and adoption of the Phar-Mor Plan and the
ShopKo Plan, respectively, and authorization of the Combination Agreement and
the absence of the need (except as specified) for governmental or third party
consents to the consummation of the Phar-Mor Plan and the ShopKo Plan,
respectively, and compliance with the provisions of the Combination Agreement,
(iv) compliance with applicable law, (v) accuracy of financial statements and
filings with the Commission, (vi) absence of material undisclosed liabilities
and the absence of material adverse changes in the condition (financial or
otherwise), operations or business of Phar-Mor or ShopKo and their
subsidiaries, taken as a whole, (vii) absence of pending or threatened
material litigation, (viii) no brokers or finders other than Jefferies and
Salomon Brothers and (ix) receipt of opinions of financial advisors and
counsel.
 
OPERATIONS OF PHAR-MOR, SHOPKO AND CABOT NOBLE PRIOR TO THE TRANSACTION
 
  Phar-Mor and ShopKo have agreed to conduct their operations, except as
otherwise provided in the Combination Agreement, according to their ordinary
course of business and in accordance with applicable laws and contracts
pending consummation of the Transaction. In addition, Phar-Mor and ShopKo have
agreed that, among other things, prior to the consummation of the Transaction,
unless the other agrees in writing or as otherwise required or permitted by
the Combination Agreement, they each shall not: (i) except in the ordinary
course of business and consistent with past practice, sell, pledge, dispose of
or encumber any assets (including, without limitation, any indebtedness owned
or any claims held); (ii) whether or not in the ordinary course of business or
consistent with past practice, sell or dispose of any material assets; (iii)
amend its articles of incorporation or by-laws; (iv) split, combine or
reclassify any shares of its capital stock or other equity interests or
declare, set aside or pay any dividend or distribution, payable in cash,
stock, property or otherwise with respect to any of its capital stock or other
equity interests; (v) redeem, purchase or otherwise acquire any of its capital
stock or other equity interests; (vi) adopt a plan of complete or partial
liquidation or resolutions providing for the complete or partial liquidation,
dissolution, merger, consolidation, restructuring, recapitalization or other
reorganization; (vii) prepare or file any tax return or tax report
inconsistent with past practice or, on any such return or report, take any
position, make any election or adopt any method that is inconsistent with
positions taken, elections made or methods used in preparing or filing similar
returns or reports in prior periods; (viii) issue, sell, pledge or dispose of
or authorize, propose or agree to the issuance, sale, pledge or disposition of
any shares of, or any options, warrants or rights of any kind to acquire any
shares of, or any securities convertible
 
                                      70
<PAGE>
 
into or exchangeable or exercisable for any shares of, its capital stock or
other equity interests of any class or any other securities in respect of, in
lieu of, or in substitution for, shares of its common stock or other equity
interests outstanding on the date of the Combination Agreement; (ix) acquire
(by merger, consolidation or acquisition of stock or assets) any corporation,
partnership or other business organization or entity or division thereof, or
make any investment in any entity, either by purchase of stock or other
securities, contributions to capital, property transfer or purchase of any
property or assets, other than cash management transactions in the ordinary
course of business and consistent with past practice; (x) except in the
ordinary course of business and consistent with past practice, incur any
indebtedness for borrowed money or issue any debt securities or assume,
guarantee, endorse or otherwise as an accommodation become responsible for,
the obligations of any other person, or make any loans or advances; (xi)
authorize, recommend or propose any change in its capitalization (other than
the incurrence of indebtedness otherwise permitted pursuant to the Combination
Agreement); (xii) modify or change in any material respect any existing
material license, lease, contract or other document, other than in the
ordinary course of business and consistent with past practice and other than
changes to employment agreements in connection with the Transaction; or (xiii)
authorize or propose any of the foregoing, or enter into or modify any
contract, agreement, commitment or arrangement to do any of the foregoing.
 
SHOPKO DIVIDENDS
   
  ShopKo has agreed not to declare or pay any dividends on the ShopKo Shares
following the regular quarterly cash dividend of $.11 per ShopKo Share paid on
September 15, 1996.     
 
NO SOLICITATION; CERTAIN NEGOTIATIONS
 
  Each of Phar-Mor and ShopKo has agreed that it will not, directly or
indirectly, solicit, initiate or encourage or take any action to facilitate
the making of any proposal or offer from any person relating to any
acquisition, purchase or sale of all or a material amount of its assets or
securities, or any tender or exchange offer, proposal for a merger,
consolidation or other business combination involving a substantial equity
interest in or a substantial portion of its assets, except pursuant to the
Combination Agreement, or to engage in any negotiations regarding, or to
furnish to any other person any confidential information with respect to, any
effort or attempt by any other person to do or seek any of the foregoing.
Until the Phar-Mor Plan and the ShopKo Plan have been approved and adopted by
the Phar-Mor and ShopKo shareholders, respectively, the Phar-Mor Board or the
ShopKo Board to the extent required by its fiduciary obligations under
applicable law (as determined in good faith by such Board based on the advice
of outside counsel), may participate in discussions or negotiations with,
furnish information to, and afford access to its properties, books and records
to any person in connection with any such proposal or offer, but such action
may, in certain circumstances, provide the other party with a right to receive
a "break up" fee. See "--Termination; Break-up Fee." Each of Phar-Mor and
ShopKo is required to notify promptly the other of any such proposal, offer or
inquiry from any person with respect to the foregoing, including a description
of the terms and conditions of any such proposal, offer or inquiry which is
made, and to give the other party five days advance written notice of any
agreement to be entered into with, or any information furnished to, any such
person.
 
DIRECTOR AND OFFICER INDEMNIFICATION AND LIABILITY INSURANCE
 
  Pursuant to the terms of the Combination Agreement, Phar-Mor and ShopKo have
each agreed to maintain in effect, for a period of six years after the
expiration of the respective policies currently in force, their respective
directors' and officers' liability insurance policies, and to maintain in
effect the provisions of their respective articles of incorporation relating
to the indemnification of their respective directors and officers.
Additionally, pursuant to the Combination Agreement, Cabot Noble has agreed to
guarantee the foregoing obligations of Phar-Mor and ShopKo.
 
CONDITIONS PRECEDENT TO THE TRANSACTION
 
  The respective obligations of Phar-Mor and ShopKo to consummate the
Transaction are subject to the satisfaction of certain conditions at or prior
to the Effective Date, including: (i) the Phar-Mor Plan shall have
 
                                      71
<PAGE>
 
been approved by the requisite vote of the holders of the Phar-Mor Shares;
(ii) the ShopKo Plan shall have been approved by the requisite vote of the
holders of the ShopKo Shares; (iii) the Registration Statement, of which this
Joint Proxy Statement/Prospectus is a part, shall have become effective; (iv)
Cabot Noble's Shares shall have been listed, or approved for listing upon
notification of issuance, on the NYSE or on the Nasdaq-NMS (v) the absence of
any judgment, decree, injunction, ruling or order of any court, governmental
department, authority, commission, agency or instrumentality outstanding
against Cabot Noble, Phar-Mor or ShopKo which prohibits, restricts or delays
the consummation of the Combination or the Cabot Noble Buy Back or the
satisfaction of any conditions to such consummation or materially limits the
rights of Cabot Noble to control ShopKo or Phar-Mor; (vi) each of ShopKo and
Phar-Mor shall have received written confirmation of the continuation of their
respective existing financing facilities as of the date of closing for the
Combination (the "Closing"), or, in the alternative, a working capital
facility commitment in form and substance reasonably acceptable to Phar-Mor
and ShopKo; (vii) the holders of fewer than 5% of the outstanding ShopKo
Shares shall have exercised appraisal rights under the Minnesota Law; (viii)
Cabot Noble shall have received a commitment or reasonable assurances that it
will obtain a minimum of $75 million in third-party financing; (ix) at the
Effective Date, there shall exist no condition or circumstance that would
reasonably be expected to prevent or delay the consummation of the Cabot Noble
Buy Back; and (x) each of Cabot Noble, Phar-Mor, ShopKo and supervalu shall
have received a solvency opinion from a nationally recognized valuation firm.
 
  The obligation of Phar-Mor to consummate the Transaction is subject to the
satisfaction of certain additional conditions at or prior to the Effective
Date, including (i) each of the representations and warranties of ShopKo
contained in the Combination Agreement shall be true and correct in all
material respects as of the date of the Combination Agreement and the
Effective Date with the same effect as though made at the Effective Date,
ShopKo shall have performed all obligations and complied with all covenants
required by the Combination Agreement, and ShopKo shall have delivered to
Phar-Mor a certificate to that effect; (ii) there shall not have occurred any
change in the financial condition, business or prospects of ShopKo and its
subsidiaries, taken as a whole, that is materially adverse to ShopKo and its
subsidiaries taken as a whole; (iii) all permits, authorizations and
regulatory approvals of governmental authorities necessary for the
consummation of the Transaction and any required consent to the Transaction
under any agreement or contract shall have been received; (iv) an opinion of
Phar-Mor's counsel that the Combination will constitute a tax-free exchange
shall have been received; (v) a comfort letter from ShopKo's independent
certified public accountants with regard to certain financial matters shall
have been received; (vi) the ShopKo Exchange shall be consummated
simultaneously with the Phar-Mor Exchange; (vii) each member of the ShopKo
Board shall have submitted a written resignation effective as of the Effective
Date; and (viii) the ShopKo Board shall have terminated the Rights Agreement
dated July 3, 1996, between ShopKo and Norwest Bank Minnesota, National
Association (the "Rights Agreement"). The ShopKo Board has adopted a
resolution terminating the Rights Agreement immediately prior to the Effective
Date.
 
  The obligation of ShopKo to consummate the Transaction is subject to the
satisfaction of certain additional conditions at or prior to the Effective
Date, including (i) each of the representations and warranties of Phar-Mor
contained in the Combination Agreement shall be true and correct in all
material respects as of the date of the Combination Agreement and the
Effective Date with the same effect as though made at the Effective Date,
Phar-Mor and Cabot Noble shall have performed all obligations and complied
with all covenants required by the Combination Agreement, and Phar-Mor shall
have delivered to ShopKo a certificate to that effect; (ii) there shall not
have occurred any change in the financial condition, business or prospects of
Phar-Mor and its subsidiaries, taken as a whole, that is materially adverse to
Phar-Mor and its subsidiaries taken as a whole; (iii) all permits,
authorizations and regulatory approvals of governmental authorities necessary
for the consummation of the Transaction and any required consent to the
Transaction under any agreement or contract shall have been received; (iv) an
opinion of ShopKo's counsel that the Combination will constitute a tax-free
exchange shall have been received; (v) a comfort letter from Phar-Mor's
independent certified public accountants with regard to certain financial
matters shall have been received; and (vi) the Phar-Mor Exchange shall be
consummated simultaneously with the ShopKo Exchange.
 
                                      72
<PAGE>
 
TERMINATION; BREAK-UP FEE
 
  The Combination Agreement may be terminated at any time prior to the
Effective Date: (i) by mutual consent of the Phar-Mor Board and the ShopKo
Board; (ii) by the Phar-Mor Board or the ShopKo Board (A) if the Effective
Date shall not have occurred on or before March 31, 1997, (B) if any state or
federal law, order, rule or regulation is adopted or issued, which has the
effect, as supported by the written opinion of outside counsel for such party,
of prohibiting the Combination or the Cabot Noble Buy Back; or (C) if any
court of competent jurisdiction in the United States or any State shall have
issued an order, judgment or decree permanently restraining, enjoining or
otherwise prohibiting the Transaction, and such order, judgment or decree
shall have become final and nonappealable; or (iii) by the Phar-Mor Board or
the ShopKo Board if at the Phar-Mor Special Meeting or the ShopKo Special
Meeting (including any adjournment thereof), the Phar-Mor Plan or the ShopKo
Plan, respectively, shall fail to be approved and adopted by the shareholders
of Phar-Mor and ShopKo, respectively.
 
  The Phar-Mor Board may also terminate the Combination Agreement (i) prior to
the date originally set forth in this Joint Proxy Statement/Prospectus for the
ShopKo Special Meeting if the ShopKo Exchange Ratio, as adjusted, exceeds
3.140 (i.e., if the Average Closing Price is less than $5.493), unless ShopKo
agrees, by written notice delivered to Phar-Mor within three days after the
end of the Pricing Period, that the ShopKo Exchange Ratio shall be 3.140; (ii)
in the event there has been a material breach of any representation, warranty,
covenant or agreement contained in the Combination Agreement on the part of
ShopKo which has not been cured within ten business days after notice
(provided that Phar-Mor is not also in material breach of the terms of the
Combination Agreement); (iii) if Phar-Mor receives a third party tender offer
or other written offer or proposal with respect to a merger or sale of a
material portion of its assets or other business combination (each, a
"Business Combination") and if (A) the Phar-Mor Board determines in good faith
that its fiduciary obligations under applicable law require that such Business
Combination proposal be accepted and has received written advice from
independent counsel that notwithstanding a binding commitment to consummate an
agreement of the nature of the Combination Agreement entered into in the
proper exercise of its applicable fiduciary duties, such fiduciary duties
would also require the directors to reconsider such commitment as a result of
such Business Combination proposal, (B) prior to any such termination, Phar-
Mor has negotiated in good faith with ShopKo to make such adjustments in the
terms and conditions of the Combination Agreement as would enable Phar-Mor to
proceed with the Transaction, and (C) Phar-Mor has given ShopKo at least five
business days written notice of such termination; and (iv) if the ShopKo Board
(A) shall withdraw or modify in any manner adverse to Phar-Mor its approval of
the Combination Agreement and Transaction or its recommendation to its
shareholders regarding their approval of the ShopKo Plan, (B) shall fail to
reaffirm such approval or recommendation upon the reasonable request of Phar-
Mor, (C) shall approve or recommend any Business Combination proposal for
ShopKo, or (D) shall resolve to take any of the actions specified in clauses
(A), (B) or (C) (collectively "ShopKo Board Actions").
 
  The ShopKo Board may also terminate the Combination Agreement (i) prior to
the date originally set forth in this Joint Proxy Statement/Prospectus for the
ShopKo Special Meeting if the ShopKo Exchange Ratio, as adjusted, is less than
1.895 (i.e., if the Average Closing Price exceeds $9.501), unless Phar-Mor
agrees, by written notice delivered to ShopKo within three days after the end
of the Pricing Period, that the ShopKo Exchange Ratio shall be 1.895; (ii) in
the event there has been a material breach of any representation, warranty,
covenant or agreement contained in the Combination Agreement on the part of
Phar-Mor which has not been cured within ten business days after notice
(provided that ShopKo is not also in material breach of the terms of the
Combination Agreement); (iii) if ShopKo receives an offer or proposal for a
Business Combination and if (A) the ShopKo Board determines in good faith that
its fiduciary obligations under applicable law require that such Business
Combination be accepted and has received written advice from independent
counsel that notwithstanding a binding commitment to consummate an agreement
of the nature of the Combination Agreement entered into in the proper exercise
of its applicable fiduciary duties, such fiduciary duties would also require
the directors to reconsider such commitment as a result of such Business
Combination proposal, (B) prior to any such termination, ShopKo has negotiated
in good faith with Phar-Mor to make such adjustments in the terms and
conditions of the Combination Agreement as would enable ShopKo to proceed with
the Transaction,
 
                                      73
<PAGE>
 
and (C) ShopKo has given Phar-Mor at least five business days written notice
of such termination; and (iv) if the Phar-Mor Board (A) shall withdraw or
modify in any manner adverse to ShopKo its approval of the Combination
Agreement and Transaction or its recommendation to its shareholders regarding
their approval of the Phar-Mor Plan, (B) shall fail to reaffirm such approval
or recommendation upon the reasonable request of ShopKo, (C) shall approve or
recommend any Business Combination for Phar-Mor, or (D) shall resolve to take
any of the actions specified in clauses (A), (B) or (C) (collectively "Phar-
Mor Board Actions" and, together with ShopKo Board Actions, "Board Actions").
 
  In the event of the termination of the Combination Agreement, the
Combination Agreement shall become void and (except as discussed below) have
no effect, without any liability on the part of any party or its directors,
officers or shareholders, except with respect to confidentiality obligations,
an agreement not to solicit the other party's employees and payment of
respective expenses.
 
  In the event of a termination of the Combination Agreement which does not
result from a material breach thereof by either ShopKo or Phar-Mor, each party
will bear its respective expenses and legal fees except for expenses, fees and
other costs incurred in connection with that portion of the Cabot Noble
Financing required to finance the Cabot Noble Buy Back, which costs shall be
borne 75% by ShopKo and 25% by Phar-Mor.
 
  If, however, termination occurs as a result of a party's material breach of
any representation, warranty, covenant or agreement contained in the
Combination Agreement, the breaching party shall pay the non-breaching party
an amount equal to all fees, expenses, financing commitments and other costs
incurred by the non-breaching party in connection with the Transaction, but
not more than $500,000, which remedy would be in addition to, and not in lieu
of, all other remedies which the non-breaching party may have. In addition to
the foregoing, prior to such termination, the breaching party experiences a
"Triggering Event" (as defined below), then the breaching party is also
required to pay the non-breaching party, upon demand and following such
termination, the sum of (i) $3.0 million in cash if required to be paid by
Phar-Mor or (ii) $15.0 million in cash if required to be paid by ShopKo.
 
  A "Triggering Event" means: (i) the acceptance in writing by the breaching
party of any Business Combination proposal; (ii) the recommendation by the
board of directors of the breaching party not to oppose any tender offer for
capital stock of such breaching party by a third party; (iii) a withdrawal or
material modification by the board of directors of the breaching party of its
authorization, approval or recommendation to the shareholders of such party
with respect to the Combination or the failure by such board to approve or
take steps necessary to consummate the Combination; or (iv) the acquisition by
any person, entity or group (as the term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended), other than supervalu with
respect to ShopKo or Hamilton Morgan with respect to Phar-Mor, of beneficial
ownership with respect to more than twenty percent (20%) of the common stock
of such party.
 
  If a termination of the Combination Agreement occurs by reason of the
acceptance of a Business Combination proposal or by reason of a party's Board
Action, however, the party that accepted such Business Combination proposal or
to which the Board Action relates shall pay to the other party the sum of (i)
$3.0 million in cash if required to be paid by Phar-Mor or (ii) $15.0 million
in cash if required to be paid by ShopKo, plus in each case cash in an amount
equal to all documented expenses and fees incurred by the other, but not more
than $500,000, as liquidated damages. If one party fails to pay promptly to
the other any expense and/or fee due thereunder, the defaulting party shall
pay the costs and expenses (including legal fees and expenses) in connection
with any action, including the filing of any lawsuit or other legal action,
taken to collect payment, together with interest on the amount of any unpaid
fee at the publicly announced prime rate of Citibank, N.A. from the date such
fee was required to be paid.
 
MODIFICATION OR WAIVER
 
  The Combination Agreement may be amended, modified or superseded at any time
by a written instrument approved by the Phar-Mor Board and the ShopKo Board
and any of the terms, covenants, representations,
 
                                      74
<PAGE>
 
warranties or conditions of the Combination Agreement may be waived by the
party intended to be benefited thereby, provided that after adoption of the
Phar-Mor Plan and the ShopKo Plan by the shareholders of Phar-Mor or ShopKo,
respectively, no amendment may be made without the further approval of such
approving shareholders except to the extent permitted by the Minnesota Law or
the Pennsylvania Law, as applicable.
 
ACCOUNTING TREATMENT
 
  The transactions in which Cabot Noble acquires ShopKo and Phar-Mor through
an exchange of shares will be accounted for as a purchase of Phar-Mor by
ShopKo. Under purchase accounting, Cabot Noble will allocate among the Phar-
Mor assets the total cost of acquiring the Phar-Mor shares based upon the fair
value of the assets and liabilities acquired in the Transaction. The excess of
ShopKo's cost over the fair value of the identifiable tangible assets
acquired, if any, would be recorded as intangible assets and amortized on a
straight-line basis over a period not to exceed 20 years. The assets and
liabilities of ShopKo will be reflected in Cabot Noble's financial statements
at their historical cost basis. Earnings of the combined companies subsequent
to the date of the Combination will be reduced by the amortization of
intangible assets. The cost to ShopKo of acquiring the Phar-Mor Shares is
expected to exceed the fair market value of the net assets of Phar-Mor. See
"Cabot Noble Unaudited Pro Forma Consolidated Financial Statements."
 
                                      75
<PAGE>
 
             
          CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES     
   
  The following discussion addresses the material United States Federal income
tax consequences of the Combination as they relate to holders of Phar-Mor
Shares and ShopKo Shares. This summary is based upon the provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), applicable treasury
regulations thereunder, judicial decisions, and current administrative
rulings, subsequent changes to any of which may affect the tax consequences
described herein.     
   
  The following discussion does not address all aspects of United States
Federal income taxation that may be important to particular taxpayers in light
of their personal investment circumstances or to taxpayers subject to special
treatment under the United States Federal income tax laws (including dealers
in securities, mutual funds, life insurance companies, foreign persons, tax-
exempt entities, and holders who acquired their Phar-Mor Shares or ShopKo
Shares pursuant to the exercise of employee stock options or otherwise as
compensation) and does not address any aspect of state, local or foreign
taxation. The discussion does not apply to supervalu and its subsidiary,
Supermarket Operators of America, Inc., 90% of whose Cabot Noble Shares will
be purchased by Cabot Noble pursuant to the Cabot Noble Buy Back. This summary
also assumes that the Phar-Mor Shares and ShopKo Shares will be held as
capital assets on the Effective Date.     
   
  Swidler & Berlin, Chartered, counsel for Phar-Mor, has delivered an opinion
to the effect that the Phar-Mor Exchange will be treated for United States
Federal income tax purposes as a tax-free transfer of property to Cabot Noble
by the holders of Phar-Mor Shares to the extent such holders receive Cabot
Noble Shares in the Combination. The description of the United States Federal
income tax consequences to holders of Phar-Mor Shares contained under the
heading "Tax Consequences to Holders of Phar-Mor Shares" below and under the
heading "Reporting Requirements" below sets forth the opinion of Swidler &
Berlin, Chartered as to the material United States Federal income tax
consequences for such holders. Sidley & Austin, special counsel for ShopKo,
had delivered an opinion to the effect that the ShopKo Exchange will be
treated for United States Federal income tax purposes as a tax-free transfer
of property to Cabot Noble by the holders of ShopKo Shares, to the extent such
holders receive Cabot Noble Shares in the Combination. The description of the
United States Federal income tax consequences to holders of ShopKo Shares
contained under the heading "Tax Consequences to Holders of ShopKo Shares"
below and under the heading "Reporting Requirements" below sets forth the
opinion of Sidley & Austin as to the material United States Federal income tax
consequences for such holders. Those opinions are based upon, among other
things, representation letters to counsel provided by Phar-Mor, ShopKo, Cabot
Noble and certain beneficial owners of 5% or more of the Phar-Mor Shares or
ShopKo Shares containing customary statements relating to control of Cabot
Noble immediately after the Combination by the former holders of Phar-Mor
Shares and ShopKo Shares and certain other technical requirements under
Section 351 of the Code. It is a condition to the obligation of Phar-Mor and
ShopKo to consummate the Combination, that each shall have received
confirmation, dated the Effective Date, of the opinion of its respective
counsel as to characterization of the Phar-Mor Exchange and the ShopKo
Exchange.     
   
  No rulings have been or will be requested from the Internal Revenue Service
(the "IRS") with respect to any of the matters discussed herein and the
opinions of counsel described above are not binding on the IRS. There can be
no assurance that future legislation, regulations, administrative rulings or
court decisions will not adversely affect the accuracy of the statements
contained herein.     
   
  Tax Consequences to Holders of Phar-Mor Shares. A holder of Phar-Mor Shares
who, pursuant to the Phar-Mor Exchange, exchanges Phar-Mor Shares for Cabot
Noble Shares will not recognize gain or loss upon such exchange to the extent
of the Cabot Noble Shares received. The aggregate tax basis of the Cabot Noble
Shares received by such holder will be equal to the aggregate tax basis of the
Phar-Mor Shares exchanged by the holder, and the holding period of the Cabot
Noble Shares will include the holding period of the Phar-Mor Shares exchanged
by the holder.     
   
  Tax Consequences to Holders of ShopKo Shares. A holder of ShopKo Shares who,
pursuant to the ShopKo Exchange, exchanges ShopKo Shares for Cabot Noble
Shares will not recognize gain or loss upon such     
 
                                      76
<PAGE>
 
   
exchange to the extent of the Cabot Noble Shares received. The aggregate tax
basis of the Cabot Noble Shares received by such holder will be equal to the
aggregate tax basis of the ShopKo Shares exchanged by the holder, and the
holding period of the Cabot Noble Shares will include the holding period of
the ShopKo Shares exchanged by the holder.     
   
  Shareholders who receive cash with respect to fractional Cabot Noble Shares
will be treated as having received such fractional Cabot Noble Shares pursuant
to the ShopKo Exchange and then as having sold those fractional shares in the
market for cash. Such shareholders will recognize gain or loss with respect to
such fractional Cabot Noble Shares in an amount equal to the difference
between the tax basis allocated to such fractional Cabot Noble Shares and the
cash received in respect thereof. Any such gain or loss will be capital gain
or loss and will constitute long-term capital gain or loss if the holding
period of such fractional Cabot Noble Shares (as determined above) exceeds one
year.     
   
  A holder of ShopKo Shares who exercises and perfects dissenters' rights with
respect to all ShopKo Shares owned by such holder, and who, after the
Combination, does not have actual or constructive ownership of Cabot Noble
Shares, will recognize capital gain or loss equal in the difference between
the amount of cash received (other than in respect of interest awarded by a
court) and such shareholder's tax basis in his or her ShopKo Shares. Such
capital gain or loss will be long-term capital gain or loss if such ShopKo
Shares have a holding period exceeding one year at the time of the
consummation of the Combination. Interest, if any, awarded by a court to a
dissenting shareholder will be includible in such shareholder's income as
ordinary income. Subject to certain exceptions, the constructive ownership
rules of the Code will treat an individual (i) as owning Cabot Noble Shares
owned actually or constructively by that individual's spouse, children,
grandchildren and parents, (ii) as owning proportionately Cabot Noble Shares
owned actually or constructively by partnerships, corporations, estates and
trusts in which the individual has a partnership, stock or beneficial
interest, and (iii) as owning Cabot Noble Shares with respect to which the
individual has actual or constructive ownership of an option to acquire.     
   
  There is some possibility that a dissenting shareholder who, after the
Combination, owns or is treated as owning Cabot Noble Shares by virtue of the
constructive ownership rules of the Code, will have to report all of the cash
received (other than interest awarded by a court and reportable as ordinary
interest income) as ordinary dividend income, rather than as stock sale
proceeds producing capital gain or loss. The rules for determining
constructive stock ownership and the effects of such ownership on shareholder
redemptions are intricate, and the application of those rules depends on the
particular circumstances of a dissenting shareholder. Therefore, dissenting
shareholders are urged to consult their own tax advisors as to their
particular tax consequences.     
   
  Reporting Requirements. Each shareholder (other than holders of ShopKo
Shares who exercise and perfect dissenters' rights) will be required to retain
records and file with such holder's U.S. Federal income tax return a statement
setting forth certain facts relating to the Combination. It is also expected
that such shareholders will be asked to indicate in the letter of transmittal
their tax basis in the shares surrendered by them pursuant to the Combination.
       
  Tax Consequences to Phar-Mor, ShopKo and Cabot Noble. No income, gain or
loss will be recognized by Phar-Mor, ShopKo or Cabot Noble as a result of the
Combination.     
   
  AS INDICATED ABOVE, THIS UNITED STATES FEDERAL INCOME TAX DISCUSSION DOES
NOT ADDRESS ALL FEDERAL INCOME TAX ISSUES THAT MAY BE RELEVANT TO PARTICULAR
TAXPAYERS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, NOR DOES IT ADDRESS
STATE, LOCAL OR FOREIGN TAX ISSUES. HOLDERS OF SHOPKO SHARES AND PHAR-MOR
SHARES ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX
CONSEQUENCES OF THE COMBINATION.     
       
                                      77
<PAGE>
 
                      CERTAIN FORWARD-LOOKING INFORMATION
   
  Set forth below are certain forward-looking statements. The actual results
of ShopKo, Phar-Mor and Cabot Noble may differ materially from those contained
in the forward-looking statements. Factors which may cause such differences
are identified below and under "Forward-Looking Statements."     
 
CABOT NOBLE PRO FORMA COMBINED PROJECTIONS
   
  The Cabot Noble management projections presented below (the "Current Cabot
Noble Management Projections") were prepared jointly by the managements of
Phar-Mor and ShopKo in February 1997. The current Cabot Noble Management
Projections have not been examined or compiled by any certified public
accountant and, accordingly, no opinion or any other form of opinion has been
expressed. The Current Cabot Noble Management Projections were not prepared
with a view toward public disclosure or complying with the American Institute
of Certified Public Accountants Guide for Prospective Financial Statements
(the "AICPA Guide"), nor have they been presented in lieu of pro forma
historical financial information and, accordingly, are not intended to comply
with Rule 11-03 of Regulation S-X.     
   
  The Current Cabot Noble Management Projections update the Initial Management
Projections (which appear in Appendix G) prepared in connection with the
negotiation of the Transaction prior to the execution of the Combination
Agreement in September 1996. The Current Cabot Noble Management Projections
have been adjusted to reflect the impact of actual operating results in the
intervening period, as well as changes to the terms of the Transaction. While
the Current Cabot Noble Management Projections were not considered by the
ShopKo and Phar-Mor Boards in approving the Combination, the Boards have
reviewed such current projections.     
   
  The Current Cabot Noble Management Projections, while presented with
numerical specificity, were based upon numerous estimates and other
assumptions (some of which are referred to under "Forward-Looking Statements")
which are inherently subject to significant business, economic and competitive
uncertainties, contingencies and risks, all of which are difficult to quantify
and many of which are beyond the control of Cabot Noble, Phar-Mor and ShopKo.
Accordingly, there can be no assurance that the Current Cabot Noble Management
Projections will be realized, and it is likely that future results will vary
from those set forth below, possibly in material respects.     
   
  None of Cabot Noble, Phar-Mor or ShopKo currently intend to update or
otherwise publicly revise the Current Cabot Noble Management Projections to
reflect circumstances existing or developments occurring after the preparation
of such projections or to reflect the occurrence of unanticipated events. The
Current Cabot Noble Management Projections have not been independently
verified by Salomon Brothers or Jefferies. Inclusion of the Current Cabot
Noble Management Projections in this Joint Proxy Statement/Prospectus should
not be regarded as a representation by any person that the projected results
will be achieved.     
                   
                CURRENT CABOT NOBLE MANAGEMENT PROJECTIONS     
 PROJECTED CONSOLIDATED STATEMENT OF OPERATIONS (IN MILLIONS, EXCEPT PER SHARE
                                     DATA)
 
<TABLE>   
<CAPTION>
                                              PROJECTED FISCAL YEAR
                                                ENDING FEBRUARY(A)
                                            --------------------------------
                                              1997        1998        1999
                                            --------    --------    --------
   <S>                                      <C>         <C>         <C>
   Revenues................................ $3,409.6    $3,695.2    $4,029.5
   Gross profit............................    728.7       763.1       799.1
   Selling, general and administrative.....    541.2       554.9       558.8
   Adjusted EBITDA.........................    178.8       198.5       229.9
   EBIT....................................    106.6       121.9       150.4
   Interest expense........................     43.9        59.5        59.7
   Net income..............................     34.9        38.0        55.1
   Earnings per share...................... $   0.49(b)  $  0.53(b) $   0.77(b)
</TABLE>    
 
                                      78
<PAGE>
 
  --------
     
  (a) The projections do not include one-time charges to be incurred by
      ShopKo which are estimated to range from $15.8 million to $17.6 million
      or a reduction of $0.22 to $0.25 per share and will reduce gross profit
      and increase selling, general and administrative expenses. The charges
      will be incurred due to changes that will occur as a result of the
      Combination and are associated with the following:     
 
<TABLE>   
   <S>                                                           <C>   <C>  <C>
   Employee related costs....................................... $ 9.5  to  $10.0
   Inventory reserves...........................................  11.5  to   13.5
   Write-off of computer equipment to be upgraded...............   5.0  to    5.5
                                                                 -----      -----
   Pre-tax impact............................................... $26.0  to  $29.0
                                                                 =====      =====
   After-tax impact............................................. $15.8  to  $17.6
                                                                 =====      =====
   Reduction of on earnings per share........................... $0.22  to  $0.25
                                                                 =====      =====
</TABLE>    
     
    Earnings per share, after one-time charges, are estimated as follows:
         
    If one-time charges are incurred in 1997: $0.27 to $0.24.     
     
    If one-time charges are incurred in 1998: $0.31 to $0.28.     
     
    If one-time charges are incurred in 1999: $0.55 to $0.52.     
     
  (b) Earnings per share have been computed on the basis of 71.5 million
      weighted average number of outstanding Cabot Noble Shares. To determine
      the equivalent earnings per ShopKo Share and Phar-Mor Share,
      respectively, the earnings per share should be multiplied by the
      applicable exchange ratio (which, with respect to ShopKo, is subject to
      adjustment). The following table sets forth equivalent earnings per
      ShopKo Share and Phar-Mor Share based on assumed ShopKo Exchange Ratios
      of 3.14, 2.4 and 1.895 to 1.     
 
<TABLE>   
<CAPTION>
                                                                EXCHANGE RATIO
                                                               -----------------
                                                                SHOPKO  PHAR-MOR
     EQUIVALENT EARNINGS PER SHARE(4)                          3.14(1)    1.0
     --------------------------------                          -------- --------
     <S>                                                       <C>      <C>
      1997...................................................   $1.54    $0.49
      1998...................................................   $1.66    $0.53
      1999...................................................   $2.42    $0.77
<CAPTION>
                                                                EXCHANGE RATIO
                                                               -----------------
                                                                SHOPKO  PHAR-MOR
     EQUIVALENT EARNINGS PER SHARE(4)                           2.4(2)    1.0
     --------------------------------                          -------- --------
     <S>                                                       <C>      <C>
      1997...................................................   $1.46    $0.61
      1998...................................................   $1.58    $0.66
      1999...................................................   $2.31    $0.96
<CAPTION>
                                                                EXCHANGE RATIO
                                                               -----------------
                                                                SHOPKO  PHAR-MOR
     EQUIVALENT EARNINGS PER SHARE(4)                          1.895(3)   1.0
     --------------------------------                          -------- --------
     <S>                                                       <C>      <C>
      1997...................................................   $1.39    $0.73
      1998...................................................   $1.51    $0.80
      1999...................................................   $2.18    $1.15
</TABLE>    
    --------
              
    (1)  Based on an Average Closing Price equal to $5.494. If the ShopKo
         Exchange Ratio is greater than 3.140 (i.e. if the Average Closing
         Price is less than approximately $5.493), Phar-Mor may terminate
         the Combination Agreement, subject to ShopKo's right to fix the
         ShopKo Exchange Ratio at 3.140 (i.e., based on an Average Closing
         Price equal to $5.494). If the Average Closing Price results in a
         ShopKo Exchange Ratio greater than 3.14 and Phar-Mor does not
         terminate the Combination Agreement, the ShopKo Exchange Ratio
         would be greater than 3.14, resulting in Phar-Mor equivalent
         earnings per share that would be lower than the amounts indicated.
                
    (2)  The initial ShopKo Exchange Ratio designated in the Combination
         Agreement.     
       
    (3)  Based on an Average Closing Price equal to $9.499. If the ShopKo
         Exchange Ratio is less than 1.895 (i.e. if the Average Closing
         Price is greater than $9.501). ShopKo may terminate the
         Combination Agreement, subject to Phar-Mor's right to fix the
         ShopKo Exchange Ratio at 1.895 (i.e., based on an Average Closing
         Price equal to $9.499).     
       
    (4) The projections do not include one-time charges to be incurred by
        ShopKo and Phar-Mor outlined in (a) above.     
 
  CABOT NOBLE SIGNIFICANT ASSUMPTIONS TO THE PROJECTED CONSOLIDATED STATEMENT
OF OPERATIONS:
          
  Basis of Presentation. The projected consolidated statement of operations
has been presented for a fiscal year ending on the last Saturday in February
of each such year (ShopKo's current fiscal year end). Subsequently, the
Current Phar-Mor Management Projections presented below have been adjusted to
a February fiscal year end. It is anticipated that after the Combination,
Cabot Noble will adopt, as its fiscal year end, the Saturday closest to
January 31 of each year.     
 
                                      79
<PAGE>
 
          
  Accounting Policies. The accounting policies used in this projection are
consistent with the current accounting policies of each of ShopKo and Phar-Mor
as described in the "Summary of Significant Accounting Policies " in Note A of
Notes to ShopKo's Consolidated Financial Statements and "Business and Summary
of Significant Accounting Policies" in Note 3 of Notes to Phar-Mor's
Consolidated Financial Statements.     
          
  General. The Current Cabot Noble Management Projections present the
projected consolidated results of operations of ShopKo and Phar-Mor set forth
in the "Current ShopKo Management Projections" and the "Current Phar-Mor
Management Projections" (each as defined below), as adjusted to reflect the
effects of: (i) the Transaction; (ii) purchase accounting; and (iii) the
integration of the companies and the effect of certain expected synergies.
    
  The significant adjustments are as follows:
     
    (a) The net pre-tax effect of synergies in fiscal years 1998 and 1999 are
  projected to be approximately $7.5 million and $20.0 million, respectively.
  Purchasing and selling, general and administrative expenses has been
  projected to be approximately $4.3 million and $16.8 million in fiscal
  years 1998 and 1999, respectively. In addition, projected depreciation
  expense has been reduced by $3.2 million in fiscal years 1998 and 1999 to
  reflect the write-down to net realizable value of property and equipment in
  Phar-Mor's headquarters that will not be used after Phar-Mor's headquarters
  are moved to Green Bay, Wisconsin.     
 
    (b) Amortization of goodwill has been projected to be approximately $1.0
  million per year.
     
    (c) The results of operations of ShopKo and Phar-Mor are expected to be
  affected adversely while management focuses its efforts on integrating the
  companies. Accordingly, the Current Cabot Noble Management Projections have
  been adjusted as follows: for fiscal years 1998 and 1999, projected sales
  were reduced by $3.5 million and $9.4 million, respectively; and projected
  gross profit was reduced by $1.8 million and $3.8 million for fiscal years
  1998 and 1999, respectively. Because of the significant reduction in fiscal
  year 1999 projected sales, projected selling, general and administrative
  expenses have been reduced by $0.8 million. As a result of the Transaction,
  the Current Cabot Noble Management Projections also reflect projected tax
  benefits of $1.6 million and $0.1 million in fiscal years 1998 and 1999,
  respectively. As a result of these adjustments, Cabot Noble's projected net
  income has been reduced by $0.2 million and $2.9 million for fiscal years
  1998 and 1999, respectively.     
     
    (d) Interest expense was adjusted to reflect: (1) interest on borrowings
  under the Cabot Noble Financing at an assumed 8% per annum interest rate
  and estimated average borrowings of $81 million and $58 million for fiscal
  years 1998 and 1999, respectively, and (2) increased interest expense due
  to the estimated reduction in interest income on invested funds.     
     
    (e) Projected earnings per share are calculated based on the weighted
  average number of Cabot Noble Shares outstanding during each year (assumed
  to be 71.5 million for each fiscal year presented, based on a ShopKo
  Exchange Ratio equal to 3.14). See Annex E for an analysis of the impact on
  the ShopKo Exchange Ratio of price fluctuations in the Phar-Mor Shares
  prior to closing on the Transaction.     
 
SHOPKO INFORMATION SUPPLIED TO PHAR-MOR
   
  ShopKo does not as a matter of course make public forecasts or projections
presented of its future revenues or results of operations. However, during the
course of negotiations for the Transaction and after the Combination Agreement
was entered into, ShopKo presented certain financial information to
representatives of Phar-Mor. The information presented included the estimates
prepared by ShopKo's management in February 1997 of ShopKo's future financial
performance that are set forth below (assuming the Transaction did not occur)
(the "Current ShopKo Management Projections").     
   
  The Current ShopKo Management Projections were not prepared with a view
toward public disclosure or complying with the AICPA Guide, nor have they been
presented in lieu of pro forma historical financial information and,
accordingly, are not intended to comply with Rule 11-03 of Regulation S-X. The
projections have not been examined or compiled by any certified public
accountant and, accordingly, no opinion or any other form of opinion has been
expressed.     
 
                                      80
<PAGE>
 
   
  The Current ShopKo Management Projections set forth below update the Initial
Management Projections prepared by ShopKo in connection with the negotiation
of the Transaction prior to the execution of the Combination Agreement in
September 1996, which management projections appear in Annex G hereto. The
Current ShopKo Management Projections have been adjusted to reflect the impact
of actual operating results in the intervening period as well as changes to
the terms of the Transaction. While the Current ShopKo Management Projections
were not considered by the ShopKo and Phar-Mor Boards in approving the
Combination, the Boards have reviewed such current projections.     
   
  The Current ShopKo Management Projections, while presented with numerical
specificity, were based upon numerous estimates and other assumptions (some of
which are referred to under "Forward-Looking Statements") which are inherently
subject to significant business, economic and competitive uncertainties,
contingencies and risks, all of which are difficult to quantify and many of
which are beyond the control of ShopKo. Accordingly, there can be no
assurances that the Current ShopKo Management Projections will be realized,
and it is likely that future results will vary from those set forth below,
possibly in material respects.     
                     
                  CURRENT SHOPKO MANAGEMENT PROJECTIONS     
                PROJECTED CONSOLIDATED STATEMENT OF OPERATIONS
                     (IN MILLIONS, EXCEPT PER SHARE DATA)
 
<TABLE>   
<CAPTION>
                                      PROJECTED FISCAL YEAR ENDED FEBRUARY(A)
                                     -----------------------------------------
                                        1997(B)        1998          1999
                                     --------------------------- -------------
   <S>                               <C>           <C>           <C>
   Revenues......................... $     2,329.2 $     2,567.2 $     2,857.5
   Gross Profit.....................         544.2         559.8         584.0
   Selling, general and
    administrative..................         381.1         386.9         397.5
   EBITDA...........................         163.1         173.0         186.5
   EBIT.............................         102.9         108.7         121.8
   Interest expense.................          32.1          31.0          30.6
   Net income.......................          43.0          47.2          55.4
   Earnings per share............... $        1.34 $        1.47 $        1.73
</TABLE>    
  --------
     
  (a) The projections do not include one-time charges to be incurred by
      ShopKo which are estimated to range from $15.8 million to $17.6
      million or a reduction of $0.49 to $0.55 per share. The charges
      will be incurred due to changes that will occur as a result of the
      Combination and will reduce gross profit and increase selling,
      general and administrative expenses. The charges are associated
      with the following:     
 
<TABLE>   
      <S>                                                        <C>   <C> <C>
      Employee related costs.................................... $ 9.5  to $10.0
      Inventory reserves........................................  11.5  to  13.5
      Write-off of computer equipment to be upgraded............   5.0  to   5.5
                                                                 -----     -----
      Pre-tax impact............................................ $26.0  to $29.0
                                                                 =====     =====
      After-tax impact.......................................... $15.8  to $17.6
                                                                 =====     =====
      Reduction of earnings per share........................... $0.49  to $0.55
                                                                 =====     =====
</TABLE>    
        
     Earnings per share, after one-time charges, are estimated to
     be as follows:     
        
       If the one-time charges are incurred in 1997: $0.85 to
     $0.79.     
        
       If the one-time charges are incurred in 1998: $0.98 to
     $0.92.     
        
       If the one-time charges are incurred in 1999: $1.24 to
     $1.18.     
     
  (b) ShopKo estimates its fiscal year 1997 earnings per share to be
      between $1.34 and $1.36. Among the factors affecting this estimate
      are: the remaining business from the filing date to the end of the
      fiscal year, LIFO and post holiday physical inventory results,
      accounts receivable and inventory valuation reserves.     
   
  ShopKo does not intend to update or otherwise publicly revise the
projections herein to reflect circumstances existing or developments occuring
after the preparation of such projections or to reflect the occurrence of
unanticipated events. The Current ShopKo Management Projections are included
in this Joint Proxy Statement/Prospectus because such projections have been
provided to Phar-Mor in connection with the Transaction. The Current ShopKo
Management Projections have not been independently verified by Cabot Noble,
Phar-Mor, Jefferies or Salomon Brothers. Inclusion of the Current ShopKo
Management Projections in this Joint Proxy Statement/Prospectus should not be
regarded as a representation by any person that the projected results will be
achieved.     
 
                                      81
<PAGE>
 
  SIGNIFICANT ASSUMPTIONS TO SHOPKO'S PROJECTED CONSOLIDATED STATEMENT OF
OPERATIONS:
          
  Accounting Policies.  The Accounting Policies used in the ShopKo Projected
Consolidated Statement of Operations parallel those used by ShopKo and
described in the "Summary of Significant Accounting Policies" in Note A of
ShopKo's Notes to Consolidated Financial Statements. ShopKo is currently
considering redefinition of its business segments from the current
classification of General Merchandise and Health Services (which include
ProVantage's Managed health care operations and ShopKo's retail pharmacy and
optical departments), to a Retail segment (which would include general
merchandise, retail pharmacy and retail optical operations) and a ProVantage
segment (which would include all of ProVantage's managed health care
operations).     
   
  SALES.     
     
    Retail. ShopKo's management projects that retail sales for fiscal year
  1997 will increase by 6.7% over the previous fiscal year. For both fiscal
  years 1998 and 1999, retail sales are projected to increase by 2.3%. These
  sales increases are based on the anticipated continued growth in the retail
  pharmacy and optical centers and in the general merchandise area due to
  ShopKo's ability to meet customer needs more effectively as their
  lifestyles change.     
     
    ProVantage. ShopKo's management anticipates that ProVantage sales for
  fiscal year 1997 will increase by approximately 283.1% over fiscal year
  1996. For fiscal years 1998 and 1999, ProVantage sales are expected to
  increase by approximately 54.2% and 44.3%, respectively. These anticipated
  sales increases are attributable to anticipated growth due to acquisitions,
  strategic alliances, continued growth in the managed care pharmacy benefit
  programs and the new Vision Benefit Management and the new Decision Support
  Services recently launched. See "--Selected Financial Information."
  ProVantage's formulary management service programs generated, net of
  amounts shared with clients, fees of approximately $8.5 million during
  fiscal year 1997, of which $7.7 million is currently being collected in the
  ordinary course of business. These receivables are typically paid within
  120-180 days after the end of the quarter in which the revenues are
  generated. ShopKo's management anticipates that ProVantage's formulary
  management service programs will generate net fees of approximately $9.1
  million in fiscal year 1998 and $9.3 million in fiscal year 1999. In
  accordance with ShopKo management's projections, these amounts as a
  percentage of sales are decreasing each year. See "Risk Factors--Formulary
  Revenues."     
   
  GROSS PROFIT.     
     
    Retail. Gross profit percent for fiscal year 1997 is projected to decline
  by 0.4% as compared to fiscal year 1996. For fiscal years 1998 and 1999
  gross profit percent is projected to decline 0.4% and 0.2%, respectively.
  These declines have been planned to maintain or increase customer base in a
  continuing competitive environment and are also due to increased margin
  pressures in the retail pharmacies as a result of anticipated increased
  managed care business. The projected gross profit percents reflect LIFO
  charges of $3.9 million for fiscal 1997 and $5.0 million for fiscal years
  1998 and 1999.     
     
    ProVantage. Gross profit percent for fiscal year 1997 is projected to
  decline by 1.8% from fiscal year 1996. Gross profit percents for fiscal
  years 1998 and 1999 are projected to remain flat and decline 0.1%,
  respectively. These projected declines are due to a larger percentage of
  sales coming from the lower gross margin claims processing activities. See
  "--Selected Financial Information."     
   
  SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.     
          
    Retail. The significant assumptions underlying projected selling, general
  and administrative expenses for retail operations are as follows:     
       
    (a) Payroll and benefits: Store payroll and benefits are projected at
    11.1% of sales for each fiscal year in the three year period. The
    impact of the minimum wage increase is assumed to be offset by
    increases in productivity.     
       
    (b) Advertising: Projected advertising expense for each of fiscal years
    1997, 1998 and 1999 is projected at 2.5% of sales.     
       
    (c) Other Store Expenses: All volume related expenses, net of
    miscellaneous income are projected at 0.7% of sales for fiscal years
    1997, 1998 and 1999. Non-volume related expenses are projected to
    increase 15.0% from fiscal year 1996 to fiscal year 1997, decrease by
    4.0% for fiscal year 1998 in comparison to fiscal year 1997 and
    increase 1.0% from fiscal year 1998 to fiscal year 1999.     
 
                                      82
<PAGE>
 
       
      ProVantage. ProVantage selling, general and administrative expenses
    as a percent of sales are assumed as follows: 3.1% for fiscal 1997,
    3.1% for fiscal 1998 and 2.9% for fiscal 1999. These projected
    decreases are attributable to leveraging of expenses off the increasing
    sales volume. See "--Selected Financial Information."     
          
  Depreciation and Amortization. Depreciation is based on ShopKo's fixed
assets plus anticipated subsequent additions. Amortization is based on
ShopKo's capital leases and the goodwill resulting from ProVantage
acquisitions. Depreciation and amortization expense for fiscal years 1997,
1998 and 1999 is anticipated to be $60.2, $64.3 and $64.7 million,
respectively.     
          
  Net Interest Expense. Net interest expense is based on the terms of the
long-term debt and capitalized leases described in Note D--"Long-Term
Obligations and Leases" of ShopKo's Notes to Consolidated Financial
Statements, offset by interest income on short-term investments. For fiscal
years 1997, 1998 and 1999, interest income is forecasted to be $4.0, $5.5 and
$5.8 million, respectively.     
          
  Income Taxes. Income taxes are estimated at a tax rate of 39.3% for all
three fiscal years. This is based on the statutory federal tax rate of 35.0%
and state and local tax rates, net of federal tax benefits, of 4.3%.     
          
  Earnings per Share. Earnings per share are determined by dividing the
projected net income by the weighted average number of ShopKo Shares
outstanding during each year (assumed to be 32.1 million shares for all fiscal
years).     
          
  Selected Financial Information. The following table sets forth the
ProVantage projected financial information included in the Current ShopKo
Management Projections above:     
 
<TABLE>   
<CAPTION>
                                                        (IN MILLIONS)
                                 ACTUAL      PROJECTED FISCAL YEAR ENDED FEBRUARY
                              ------------- --------------------------------------
                              1995(3) 1996      1997         1998         1999
                              ------- ----- ------------ ------------ ------------
     <S>                      <C>     <C>   <C>          <C>          <C>
     Revenues(1).............  $9.7   $93.8 $      359.5 $      554.5 $      800.3
     Gross Profit............   1.2     8.5         24.6         37.8         53.9
     Selling, general and
      administrative.........   0.3     4.8         11.2         17.3         23.5
     EBITDA..................   0.9     3.7         13.4         20.5         30.4
</TABLE>    
    --------
       
    (1) Revenues include intercompany sales of $1.0, $6.8, $36.7, $38.5 and
        $40.4 million for fiscal years 1995, 1996, 1997, 1998 and 1999,
        respectively. These sales were eliminated from the ShopKo
        Management Projections above.     
       
    (2) See footnote (b) above for potential adjustments to fiscal 1997
        operating results.     
       
    (3) Represents 8 week period from the date of acquisition to end of
        year.     
 
PHAR-MOR INFORMATION SUPPLIED TO SHOPKO
   
  Phar-Mor does not as a matter of course make public forecasts or projections
of its future revenues or results of operations. However, during the course of
negotiations for the Transaction and after the Combination Agreement was
entered into, Phar-Mor presented certain financial information to
representatives of ShopKo. The information presented included the estimates
prepared by Phar-Mor's management in December 1996 of Phar-Mor's future
financial performance that are set forth below (assuming the Transaction did
not occur) (the "Current Phar-Mor Management Projections").     
   
  The Current Phar-Mor Management Projections were not prepared with a view
toward public disclosure or complying with the AICPA Guide, nor have they been
presented in lieu of pro forma historical financial information and,
accordingly, are not intended to comply with Rule 11-03 of Regulation S-X. The
projections have not been examined or compiled by any certified public
accountant and, accordingly, no opinion or any other form of opinion has been
expressed.     
 
                                      83
<PAGE>
 
   
  The Current Phar-Mor Management Projections set forth below update the
management projections prepared by Phar-Mor in connection with the negotiation
of the Transaction prior to the execution of the Combination Agreement in
September 1996, which management projections appear in Annex G hereto. The
Current Phar-Mor Management Projections have been adjusted to reflect the
impact of actual operating results in the intervening period, as well as
changes to the terms of the Transaction. While the Current Phar-Mor Management
Projections were not considered by the ShopKo and Phar-Mor Boards in approving
the Combination, [the Boards have reviewed the updated projections.]     
   
  The Current Phar-Mor Management Projections, while presented with numerical
specificity, were based upon numerous estimates and other assumptions (some of
which are referred to under "Forward-Looking Statements") which are inherently
subject to significant business, economic and competitive uncertainties,
contingencies and risks, all of which are difficult to quantify and many of
which are beyond the control of Phar-Mor. Accordingly, there can be no
assurance that any of the Current Phar-Mor Management Projections will be
realized, and it is likely that future results will vary from those set forth
below, possibly in material respects. The Current Phar-Mor Management
Projections included the information set forth below.     
                    
                 CURRENT PHAR-MOR MANAGEMENT PROJECTIONS     
                PROJECTED CONSOLIDATED STATEMENT OF OPERATIONS
                     (IN MILLIONS, EXCEPT PER SHARE DATA)
 
<TABLE>   
<CAPTION>
                                           PROJECTED FISCAL YEAR ENDING,
                                     -----------------------------------------
                                     JUNE 28, 1997 JUNE 27, 1998 JUNE 26, 1999
                                     ------------- ------------- -------------
   <S>                               <C>           <C>           <C>
   Revenues.........................   $1,096.5      $1,156.4      $1,199.2
   Gross profit.....................      194.1         213.0         223.2
   Selling, general and
    administrative..................      167.6         174.8         180.9
   Adjusted EBITDA..................       17.1          28.0          31.7
   EBIT.............................        4.3          12.3          13.7
   Interest expense.................       12.2          13.3          13.6
   Net income (loss)................       (7.9)         (1.0)          0.2
   Earnings per share...............   $  (0.65)     $  (0.08)     $   0.02
</TABLE>    
   
  Phar-Mor does not intend to update or otherwise publicly revise the
projections presented herein to reflect circumstances existing or developments
occurring after the preparation of such projections or to reflect the
occurrence of unanticipated events. The Current Phar-Mor Management
Projections are included in this Joint Proxy Statement/Prospectus because such
projections have been provided to ShopKo in connection with the Transaction.
The Current Phar-Mor Management Projections have not been independently
verified by Cabot Noble, ShopKo, Jefferies or Salomon Brothers. Inclusion of
the Current Phar-Mor Management Projections in this Joint Proxy
Statement/Prospectus should not be regarded as a representation by any person
that the projected results will be achieved.     
 
  SIGNIFICANT ASSUMPTIONS TO PHAR-MOR'S PROJECTED CONSOLIDATED STATEMENT OF
OPERATIONS:
          
  Accounting Policies. The accounting policies used in the projected
consolidated statement of operations parallel those used by Phar-Mor and
described in the "Business and Summary of Significant Accounting Policies" in
Note 3 of Phar-Mor's Notes to Consolidated Financial Statements.     
          
  Sales. Phar-Mor's management projects that comparable store sales will
increase by 3.05%, 3.5% and 3.5% in fiscal years 1997, 1998 and 1999,
respectively. The projected sales increases are based on Phar-Mor attaining
increased market share from its new marketing program and the remodeling of
stores.     
 
  Phar-Mor opened a new store on December 1, 1996 and expects to open a second
new store before the end of fiscal 1997. One additional new store has been
projected to open during fiscal 1998.
 
                                      84
<PAGE>
 
  Projected new stores sales included in the periods presented are:
 
<TABLE>   
       <S>                                                         <C>
       1997....................................................... $ 8.0 million
       1998.......................................................  29.7 million
       1999.......................................................  33.1 million
</TABLE>    
 
  The assumptions below as to gross profit and expenses include the impact of
the new stores for all periods presented.
          
  Gross Profit. Gross profit margin for fiscal 1997 is projected to decline by
0.01% from fiscal 1996. This is primarily due to a projected decline of 0.40%
in product margins, reflecting the impact of the price reductions implemented
in January 1996. The decline in product margins is partially offset by the
projected reduction in warehouse expense from out-sourcing certain products,
reduction in the amount of its promotional coupons and elimination of double
coupon promotions.     
 
  For fiscal years 1998 and 1999 the gross profit margin is projected to
increase 0.71% and 0.19% as a percentage of sales, respectively. These
increases are primarily due to phasing out the senior citizen discount
program, the elimination of double coupon promotions and reduced occupancy
costs from the rightsizing of stores.
   
  Selling, General and Administrative Expenses.     
     
    Store payroll and benefits: Store payroll and benefits are projected at
  6.61% of sales for fiscal year 1997 and 6.64% of sales for each of fiscal
  years 1998 and 1999. The impact of the minimum wage increase is assumed to
  be offset by an increase in productivity. Vacation and health insurance
  expenses are assumed to increase 3% per year. Projected store incentive
  compensation expense has been increased from $1.0 million in fiscal year
  1997 to $2.0 million in fiscal year 1999.     
 
    Advertising: Fiscal 1997 advertising expense has been projected based on
  Phar-Mor's continuance of the new advertising program implemented in
  January 1996. This advertising program primarily consists of weekly
  circulars in all markets supplemented by additional circulars during the
  holiday period. Consequently, the projected expense for fiscal year 1997 is
  $27.1 million, or 2.48% of sales, as compared to $25.1 million, or 2.37% of
  sales, for fiscal year 1996.
 
    For fiscal years 1998 and 1999, no change in Phar-Mor's advertising
  program has been projected. Consequently, advertising costs have been
  projected on the basis of a 3% annual increase.
 
    Other store expenses: All volume related expenses, as a group, are
  projected at 0.82% of sales for each of fiscal years 1997, 1998 and 1999.
  As a group, such expenses represented 0.69% of sales in fiscal year 1996.
 
    All non-volume related expenses are projected to increase by 3% per year.
     
    Electric expense has been projected to be reduced by $1.0 million in
  fiscal year 1997 and $2.1 million in fiscal years 1998 and 1999 as a result
  of planned savings from the lighting retrofit program. In addition, for
  each store rightsized the savings in electric expense is projected to be
  $24.0 thousand.     
 
    Security expense has been projected to increase $0.1 million in fiscal
  year 1997 and $0.5 million in each of fiscal years 1998 and 1999 to reflect
  additional costs associated with the EAS tag system.
     
    Corporate Overhead: Corporate overhead costs are projected to increase by
  $0.8 million in fiscal year 1997. This increase is due to director and
  shareholders costs incurred in fiscal year 1997 that were not incurred
  prior to Phar-Mor's emergence from bankruptcy, and higher computer
  maintenance costs partially offset by lower wages and benefits from the
  head count reductions already implemented and lower occupancy costs.
  Corporate overhead costs are projected to increase by 3% per year.     
 
                                      85
<PAGE>
 
   
  Depreciation and Amortization. Depreciation is based on Phar-Mor's fixed
assets plus anticipated subsequent additions. Depreciation expense for fiscal
years 1997, 1998 and 1999 are projected to be $12.8 million, $15.7 million and
$17.9 million, respectively.     
 
  Amortization is based on Phar-Mor's cost of video tapes used in its rental
video tape operations. Amortization expense for fiscal years 1997, 1998 and
1999 is projected to be $9.4 million, $10.1 million and $10.6 million,
respectively.
   
  Interest Expense. Interest expense is projected net of interest income.
Gross interest expense is based on the terms of the long-term debt and
capitalized leases described in Note 9 ("Long-Term Debt") and Note 10
("Leases") of Phar-Mor's Notes to Consolidated Financial Statements. Interest
income is projected based on investing excess cash at 5.2% per annum. For
fiscal years 1997, 1998 and 1999 the interest income is projected to be $4.8
million, $3.2 million and $2.3 million, respectively.     
   
  Taxes. Income taxes have not been provided for in fiscal years 1997 and 1998
since Phar-Mor is projected to have net losses in both years. Income taxes are
estimated at a tax rate of 40% for fiscal year 1999. This is based on a
statutory federal tax rate of 35% and combined state and local tax rates, net
of federal tax benefits, of 5%.     
   
  Earnings per Share. Projected earnings per share are determined by dividing
projected net income by the weighed average number of Phar-Mor Shares
outstanding during each year (assumed to be 12.2 million Phar-Mor Shares for
all periods).     
   
CERTAIN MANAGEMENT PROJECTIONS     
          
  Initial Management Projections. During the course of negotiations for the
Transaction and prior to the execution of the Combination Agreement in
September 1996, (i) ShopKo's management prepared estimates of ShopKo's future
financial performance (assuming the Transaction did not occur) (the "Initial
ShopKo Management Projections"), (ii) Phar-Mor's management prepared estimates
of Phar-Mor's future financial performance (assuming the Transaction did not
occur) (the "Initial Phar-Mor Management Projections"), and (iii) utilizing
the Initial ShopKo Management Projections and the Initial Phar-Mor Management
Projections, the managements of ShopKo and Phar-Mor jointly prepared estimates
of Cabot-Noble's future financial performance (assuming the Transaction was
consummated) (the "Initial Cabot Noble Management Projections" and, together
with the Initial ShopKo Management Projections and the Initial Phar-Mor
Management Projects, the "Initial Management Projects"). The Initial
Management Projections are set forth in Annex G.     
   
  The Current Management Projections differ from the Initial Management
Projections inasmuch as they reflect changes in the terms of the Transaction
and actual operating results that have occurred since the Combination
Agreement was executed in September 1996. Namely:     
     
  . The Current ShopKo Management Projections include reprojected results for
    fiscal years 1998 and 1999 based on fiscal year 1997 results which
    reflect trends toward (i) increased sales and decreased gross profit
    percentage in the retail segment and (ii) reduced increases in sales,
    reduced selling, general and administrative expenses and increased gross
    profit percentage for ProVantage.     
     
  . The Current Phar-Mor Management Projections reflect reprojected operating
    results for fiscal years 1997, 1998 and 1999 operating results based on
    (i) current trends toward reduced comparable store sales, (ii) the
    opening of two new stores in fiscal year 1997 and the expected opening of
    one new store in fiscal year 1998 and (iii) increased selling, general
    and administrative expenses due to current trends in store expenses and
    corporate overhead expenses.     
 
                                      86
<PAGE>
 
     
  . The Current Cable Noble Management Projections reflect (i) revisions to
    the Phar-Mor and ShopKo Management Projections as set forth above, (ii) a
    delay in realizing synergies expected from the Combination resulting from
    the delay in the anticipated closing of the Transaction, (iii) revisions
    of the anticipated cost of integrating the companies, and (iv) lower
    interest expense due to reductions in the estimated amount of
    indebtedness outstanding upon consummation of the Combination. A
    discussion of such differences is set forth in Annex G.     
   
  The various cost savings and other benefits identified herein are presented
net of depreciation associated with the estimated $8.5 million of capital
required to integrate certain ShopKo and Phar-Mor operations and net of other
incremental expenses. See Annex G.     
          
  Projections Used By Salomon Brothers in its Fairness Opinion. ShopKo
management adjusted the Initial Phar-Mor Management Projections to reflect
more conservative estimates of sales and other assumptions than those utilized
by Phar-Mor management in the Initial Phar-Mor Management Projections, which
resulted in the adjusted pro forma projections for ShopKo, Phar-Mor and Cabot
Noble (the "Adjusted Projections Used By Salomon Brothers"). The Initial Phar-
Mor Management Projections, as adjusted by the Adjusted Projections Used By
Salomon Brothers, were used by Salomon Brothers in the course of preparing its
fairness opinion. Such projections are set forth in Annex G hereto.     
   
  Projections Used By Jefferies in its Fairness Opinion. In the course of
preparing the Phar-Mor Fairness Opinion, Jefferies performed sensitivity
analyses on a preliminary version of the Initial ShopKo Management Projections
prepared by ShopKo management in early August 1996 and on a preliminary
version of the Initial Phar-Mor Management Projections prepared by Phar-Mor
management in early August 1996 (each of which are set forth in Annex G under
"Adjusted Projections Used By Jefferies in its Fairness Opinion"), which
resulted in the development by Jefferies of adjusted pro forma projections for
ShopKo, Phar-Mor and Cabot Noble (the "Adjusted Projections Used By
Jefferies"). The Adjusted Projections Used By Jefferies were prepared by
Jefferies based on such preliminary version of the Initial Management
Projections and on other information provided by the managements of Phar-Mor
and ShopKo, which information was adjusted by Jefferies based in part on
discussions with each company's respective management and ShopKo's financial
advisor, Salomon Brothers. Such projections were based on then current
assumptions about combined operations provided by each of Phar-Mor and ShopKo.
The projections appear in Annex G hereto.     
       
          
  In reviewing and approving the Phar-Mor Plan, the Phar-Mor Board considered
a preliminary version of the Initial Management Projections, as well as the
Adjusted Projections Used By Jefferies. In reviewing and approving the ShopKo
Plan, the ShopKo Board considered the Initial Management Projections, as well
as the Adjusted Projections Used By Salomon Brothers. The Phar-Mor Board, the
ShopKo Board, Jefferies, and Salomon Brothers have also considered the
anticipated benefits and synergies set forth in "Cabot Noble Business
Strategies."     
 
                                      87
<PAGE>
 
                               CABOT NOBLE, INC.
             UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
 
GENERAL
 
  The following Cabot Noble unaudited pro forma consolidated financial
statements present the estimated effects of (i) the Combination and (ii) the
Cabot Noble Buy Back. The pro forma balance sheet data assumes that these
events occurred on November 2, 1996 and the pro forma statement of operations
assumes that these events occurred on February 4, 1995.
 
  The pro forma adjustments are based on available information and certain
assumptions that management believes are reasonable. The unaudited pro forma
consolidated financial statements do not purport to represent what Cabot
Noble's financial position and results of operations would actually have been
if the Transaction had occurred on November 2, 1996 or February 4, 1995 or to
project Cabot Noble's financial position or results of operations for any
future period.
 
  The pro forma consolidated financial statements should be read in
conjunction with the historical financial statements, including notes thereto,
and other financial information of Cabot Noble, ShopKo and Phar-Mor, including
the separate ShopKo and Phar-Mor "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Capitalization" included
elsewhere in this Joint Proxy Statement/Prospectus.
 
CABOT NOBLE UNAUDITED PRO FORMA STATEMENT OF OPERATIONS (IN THOUSANDS)
 
  The following Cabot Noble unaudited pro forma consolidated statements of
operations present the pro forma consolidated results of the operations of
ShopKo and Phar-Mor (see Phar-Mor unaudited pro forma consolidated statement
of operations) for the fifty-two weeks ended February 3, 1996 and the thirty-
nine weeks ended November 2, 1996, as adjusted to reflect the effects of the
Transaction, and the effects of purchase accounting. This information should
be read in conjunction with the description of the Transaction set forth in
this Joint Proxy Statement/Prospectus.
 
  The pro forma adjustments to the consolidated statements of operations
adjust for the effect of the Transaction as if it had occurred as of February
4, 1995. This includes adjustments to:
     
    (a) adjust for the expected corporate office rent expense reduction and
  mainframe computer cost reductions net of new mainframe costs due to the
  relocation of Phar-Mor's headquarters to Green Bay;     
     
    (b) reduce depreciation expense to reflect the write-down to net
  realizable value of property and equipment in Phar-Mor's headquarters that
  will not be used once Phar-Mor's headquarters is moved to Green Bay and to
  record amortization expense on goodwill of $22,923 recorded as part of
  purchase accounting;     
 
    (c) adjust interest expense for the estimated reduction in interest
  income on invested funds of $4,665 for the fifty-two weeks ended February
  3, 1996 and $7,359 for the thirty-nine weeks ended November 2, 1996 as a
  result of the Cabot Noble Buy Back and other costs and transaction fees
  expected to be incurred in connection with the Transaction and record
  interest expense of $13,557 for the fifty-two weeks ended February 3, 1996
  and $3,503 for the thirty-nine weeks ended November 2, 1996 on borrowings
  under a new revolving credit facility as a result of the Cabot Noble Buy
  Back and other costs and transaction fees expected to be incurred in
  connection with the Transaction; and
 
    (d) record estimated income tax provision at an effective rate of 40%
  based on a statutory federal tax rate of 35% and a combined state and local
  tax rate, net of federal tax benefits of 5%.
   
  Nonrecurring pre-tax charges of between $26 million and $29 million directly
attributable to the Combination are expected to be recorded by Cabot Noble in
the twelve months following the Combination. These charges include
nonrecurring costs expected to be paid by ShopKo related to employment costs,
inventory reserves and the write-off of computer equipment to be upgraded.
These charges are not included in the unaudited pro forma consolidated
financial statement of operations.     
 
                                      88
<PAGE>
 
                               CABOT NOBLE, INC.
           UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                    FIFTY-TWO WEEKS ENDED FEBRUARY 3, 1996
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>   
<CAPTION>
                                            PHAR-     PRO FORMA     PRO FORMA
                               SHOPKO(1)    MOR(2)   ADJUSTMENTS   CABOT NOBLE
                               ---------- ---------- -----------   -----------
<S>                            <C>        <C>        <C>           <C>
Sales........................  $1,961,693 $1,058,047       --      $3,019,740
Less:
  Cost of goods sold.........   1,462,344    823,438       --       2,285,782
  Selling, general and
   administrative expenses...     345,534    193,519   $(1,690)(a)    537,363
  Depreciation and
   amortization..............      56,091     18,190    (2,333)(b)     71,948
                               ---------- ----------   -------     ----------
Income from operations.......      97,724     22,900     4,023        124,647
Interest expense.............      34,199     12,000    18,039 (c)     64,238
                               ---------- ----------   -------     ----------
Income before taxes..........      63,525     10,900   (14,016)        60,409
Income tax provision.........      25,151      4,360    (5,607)(d)     23,904
                               ---------- ----------   -------     ----------
Net income (loss)............  $   38,374 $    6,540   $(8,410)    $   36,504
                               ========== ==========   =======     ==========
Net income per common share..  $     1.20 $     0.54               $     0.51(3)
                               ========== ==========               ==========
Weighted average shares
 outstanding.................      32,005     12,156                   71,010
                               ========== ==========               ==========
</TABLE>    
- --------
(1) Represents the fifty-two weeks ended February 24, 1996 as presented in the
    consolidated statement of earnings in the ShopKo consolidated financial
    statements on page F-12, adjusted to February 3, 1996 by subtracting the
    three weeks ended February 24, 1996 and adding the three weeks ended
    February 25, 1995.
   
(2) See the Phar-Mor unaudited pro forma consolidated statement of operations
    for the fifty-two weeks ended February 3, 1996 below.     
   
(3) Net income per common share has been computed on the basis of the 71,010
    weighted average number of outstanding Cabot Noble Shares. To determine
    the equivalent net income per ShopKo Share and Phar-Mor Share,
    respectively, the net income per common share should be multiplied by the
    applicable exchange ratio (which, with respect to ShopKo, is subject to
    adjustment) as indicated below:     
 
<TABLE>   
<CAPTION>
                                                                  EQUIVALENT NET
                                                         EXCHANGE   INCOME PER
                                                          RATIO       SHARE
                                                         -------- --------------
   <S>                                                   <C>      <C>
   ShopKo...............................................   3.14       $1.60
   Phar-Mor.............................................   1.00       $0.51
</TABLE>    
 
                                      89
<PAGE>
 
                               CABOT NOBLE, INC.
           UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                   THIRTY-NINE WEEKS ENDED NOVEMBER 2, 1996
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>   
<CAPTION>
                                                      PRO FORMA     PRO FORMA
                            SHOPKO      PHAR-MOR     ADJUSTMENTS   CABOT NOBLE
                          ----------    --------     -----------   -----------
<S>                       <C>           <C>          <C>           <C>
Sales...................  $1,579,341    $792,436       $   --      $2,371,777
Less:
 Cost of goods sold.....   1,212,836     630,415           --       1,843,251
 Selling, general and
  administrative
  expenses..............     276,387     148,883          (704)(a)    424,566
 Chapter 11 professional
  fee accrual
  adjustment............         --       (1,532)          --          (1,532)
 Depreciation and
  amortization..........      44,451      14,346        (1,852)(b)     56,945
                          ----------    --------       -------     ----------
Income from operations..      45,667         324         2,556         48,547
Interest expense........      24,165       7,842        10,459 (c)     42,466
                          ----------    --------       -------     ----------
Income (loss) before
 taxes..................      21,502      (7,518)       (7,903)         6,081
Income tax provision....       8,445         --         (6,013)(d)      2,432
                          ----------    --------       -------     ----------
Net income (loss).......  $   13,057(1) $ (7,518)(1)   $(1,890)    $    3,649 (1)(2)
                          ==========    ========       =======     ==========
Net income per common
 share..................  $     0.41    $  (0.62)                  $     0.05
                          ==========    ========                   ==========
Weighted average shares
 outstanding............      32,060      12,157                       71,183
                          ==========    ========                   ==========
</TABLE>    
- --------
(1) These interim results are not necessarily indicative of the results of the
    fiscal year as a whole because the operations of both ShopKo and Phar-Mor
    are highly seasonal. A significant part of both ShopKo's and Phar-Mor's
    earnings are due to the Christmas selling season.
   
(2) Net income per common share has been computed on the basis of the 71,183
    weighted average number of outstanding Cabot Noble Shares. To determine
    the equivalent net income per ShopKo Share and Phar-Mor Share,
    respectively, the net income per common share should be multiplied by the
    applicable exchange ratio (which, with respect to ShopKo, is subject to
    adjustment) as indicated below:     
 
<TABLE>   
<CAPTION>
                                                                  EQUIVALENT NET
                                                         EXCHANGE   INCOME PER
                                                          RATIO       SHARE
                                                         -------- --------------
   <S>                                                   <C>      <C>
   ShopKo...............................................   3.14       $0.16
   Phar-Mor.............................................   1.00       $0.05
</TABLE>    
 
                                      90
<PAGE>
 
PHAR-MOR UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
 
  The following unaudited pro forma consolidated statement of operations
presents consolidated results of operations of Phar-Mor and its subsidiaries
during the pendency of the Phar-Mor bankruptcy ("Predecessor Company") along
with the consolidated results of operations of Phar-Mor and its subsidiaries
after its emergence from bankruptcy ("Successor Company") for the fifty-two
weeks ended February 3, 1996, as adjusted to reflect the implementation of
fresh-start reporting as of February 4, 1995; the elimination of the 41 stores
closed in July 1995; the elimination of the effects of non-recurring
transactions resulting from the bankruptcy plan of reorganization; and certain
payments to creditors pursuant to Phar-Mor's bankruptcy plan of reorganization
as of February 4, 1995. This information should be read in conjunction with
Notes 1 and 2 of Phar-Mor's Notes to Consolidated Financial Statements
included elsewhere in this Joint Proxy Statement/Prospectus.
 
  The pro forma adjustments:
 
    (1) Eliminate the store operating results of the 41 stores closed as of
  February 4, 1995. These stores began liquidation sales in May 1995 and were
  not included in Predecessor Phar-Mor's results of operations for periods
  subsequent to May 6, 1995; and
 
    (2) Adjust for the effect of Phar-Mor's bankruptcy plan of reorganization
  as if it had been effective as of February 4, 1995. This includes
  adjustments to:
 
      (a) adjust for the rent credit from the amortization of the
    "unfavorable lease liability."
 
      (b) reduce historical depreciation and amortization to reflect the
    adjustment to property and equipment values in accordance with fresh-
    start reporting.
 
      (c) reverse historical interest expense and record interest expense
    on debt and record interest expense on the "unfavorable lease
    liability" incurred in connection with Phar-Mor's bankruptcy plan of
    reorganization.
 
      (d) eliminate the effects of nonrecurring reorganization items,
    fresh-start revaluation and gain on debt discharge due to the emergence
    from bankruptcy.
 
      (e) record estimated income tax provision at an effective rate of 40%
    based on a statutory federal tax rate of 35% and a combined state and
    local tax rate, net of federal tax benefits of 5%.
 
  Pro forma net income per Phar-Mor Share is calculated based on a weighted
average number of Phar-Mor Shares outstanding of 12,156,250.
 
                                      91
<PAGE>
 
                                 PHAR-MOR, INC.
            UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                     FIFTY-TWO WEEKS ENDED FEBRUARY 3, 1996
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                                                               
                                                               SUCCESSOR  PREDECESSOR                               PRO FORMA
                                                              ----------- ------------                             -----------
                                                              TWENTY-TWO  THIRTY WEEKS  PRO FORMA ADJUSTMENTS       FIFTY-TWO
                                                              WEEKS ENDED    ENDED             PER NOTE            WEEKS ENDED
                                                              FEBRUARY 3, SEPTEMBER 2, -----------------------     FEBRUARY 3,
                                                                 1996         1995        (1)          (2)            1996
                                                              ----------- ------------ ----------  -----------     -----------
<S>                                                           <C>         <C>          <C>         <C>             <C>
Sales.......................................................   $448,444     $695,006      (85,403)         --      $1,058,047
Less:
 Cost of goods sold.........................................    349,953      541,016     ($67,531)         --         823,438
 Selling, general and administrative expenses...............     80,627      128,130      (14,863) $      (375)(a)    193,519
 Depreciation and amortization..............................      7,447       13,406       (1,178)      (1,485)(b)     18,190
                                                               --------     --------   ----------  -----------     ----------
Income from operations before interest expense,
 reorganization items, fresh-start revaluation, income taxes
 and extraordinary item.....................................     10,417       12,454       (1,831)       1,860         22,900
Interest expense............................................      1,843       19,126          --        (8,969)(c)     12,000
                                                               --------     --------   ----------  -----------     ----------
Income (loss) before reorganization items, fresh-start
 revaluation, income taxes and extraordinary item...........      8,574       (6,672)      (1,831)      10,829         10,900
Reorganization items........................................        --        64,892      (53,691)     (11,201)(d)        --
Fresh-start revaluation.....................................        --        (8,043)         --         8,043(d)         --
                                                               --------     --------   ----------  -----------     ----------
Income (loss) before income taxes and extraordinary item....      8,574      (63,521)      51,860       13,987         10,900
Income tax provision........................................      3,426          --           --           934(e)       4,360
                                                               --------     --------   ----------  -----------     ----------
Income (loss) before extraordinary item.....................      5,148      (63,521)      51,860       13,053          6,540
Extraordinary item--gain on debt discharge..................        --       775,073          --      (775,073)(d)        --
                                                               --------     --------   ----------  -----------     ----------
Net income (loss)...........................................   $  5,148     $711,552   $   51,860  $  (762,020)    $    6,540
                                                               ========     ========   ==========  ===========     ==========
Net income per common share.................................                                                       $     0.54
                                                                                                                   ==========
</TABLE>
 
                                       92
<PAGE>
 
CABOT NOBLE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET (IN THOUSANDS,
EXCEPT FOR PER SHARE DATA)
 
  The following Cabot Noble unaudited pro forma consolidated balance sheet
presents the pro forma consolidated balance sheets of ShopKo and Phar-Mor as
of November 2, 1996, as adjusted to reflect the effects of the Transaction;
the incurrence of the Cabot Noble Financing in connection therewith; and the
effects of purchase accounting. This information should be read in conjunction
with the description of the Transaction set forth in this Joint Proxy
Statement/Prospectus.
 
  The pro forma adjustments adjust for the effect of the Transaction as if it
had occurred on November 2, 1996. This includes adjustments to:
 
    (a) reflect the payment of $223,594 in cash in connection with the Cabot
  Noble Buy Back, proceeds from the Cabot Noble Financing and the payment of
  $12,500 in professional fees incurred in connection with the Transaction.
 
    (b) record purchase accounting adjustment to establish an inventory
  markdown reserve on inventory expected to be liquidated to accommodate new
  categories of goods not currently carried by Phar-Mor, but carried by
  ShopKo.
 
    (c) record purchase accounting adjustments to write-off the assets,
  liabilities and minority interest in the current Phar-Mor corporate office
  building which will be abandoned after Phar-Mor's headquarters are combined
  with ShopKo's headquarters in Green Bay.
     
    (d) record purchase accounting adjustment to write-down to net realizable
  value the property and equipment in Phar-Mor's headquarters that will not
  be used after Phar-Mor's headquarters are moved to Green Bay. This property
  and equipment includes (i) buildings and leasehold improvements that will
  be abandoned when Phar-Mor's corporate headquarters are consolidated with
  ShopKo's Corporate headquarters in Green Bay, (ii) software and leased
  computer equipment that will not be needed when Phar-Mor's data processing
  operations are combined with ShopKo's data processing operations, and
  therefore will be returned to the lessor, and (iii) other owned fixtures
  and equipment that will be upgraded are in excess of what will be needed.
         
    (e) record purchase accounting adjustments to establish goodwill of
  $22,923 created as a result of the Transaction based on an assumed $5.50
  market value per Phar-Mor Share and the elimination of the other assets
  associated with the current Phar-Mor corporate office building and the
  addition of $4,400 in deferred debt expense incurred in connection with the
  Cabot Noble Financing.     
 
    (f) record purchase accounting adjustments to establish reserves for
  severance pay, employee relocation costs and lease termination costs
  associated with the relocation of Phar-Mor's corporate office to Green Bay.
 
    (g) record $140,553 in debt incurred under the Cabot Noble Financing.
 
    (h) record the elimination of the current portion of long-term debt
  associated with the current Phar-Mor corporate office building.
     
    (i) record the elimination of the long-term, non-recourse debt associated
  with the current Phar-Mor corporate office building.     
 
    (j) record the deferred tax effect of certain adjustments made and
  expenses incurred in connection with the Transaction.
     
    (k) record the exchange of one Cabot Noble Share for each Phar-Mor Share
  and 3.14 Cabot Noble Shares for each ShopKo Share, the Cabot Noble Buy Back
  and the effects of purchase accounting.     
 
 
                                      93
<PAGE>
 
   
  Under Mr. Haft's employment agreement with Phar-Mor, the Combination
constitutes a "change in control" with respect to Phar-Mor which entitles Mr.
Haft to terminate his employment with Phar-Mor and to consider such a
termination "Without Cause", thereby giving rise to certain rights as
described herein. See "Employment Contracts and Termination of Employment and
Change of Control Agreements," and "Description of Phar-Mor--Employment
Contracts and Termination of Employment and Change of Control Agreements." In
addition, it also would be considered a "change in control" under Mr. Haft's
employment agreement giving rise to these rights if Mr. Haft were
"involuntarily" no longer a member of Hamilton Morgan, including as a result
of a sale of his interest pursuant to the exercise of the buy-sell provision
under the Hamilton Morgan LLC Agreement, provided that Mr. Haft did not
trigger the buy-sell provision.     
   
  Phar-Mor has calculated that the payment to which Mr. Haft would be entitled
if his employment were to terminate under these conditions includes
approximately $5.3 million in salary, bonus and benefits, depending upon when
his contract was terminated, plus a long term performance payout that cannot
be calculated at this time. Certain components of the formula for
determination of the long term performance payout are currently not
determinable or subject to differing interpretations; however, subject to a
variety of assumptions and interpretations the amount of the long term
performance payout could range from $0 to approximately $7 million.
Additionally, Mr. Haft is entitled to be reimbursed for any federal income tax
resulting from an "excess parachute payment" within the meaning of Section
280G of the Code, which reimbursement could range from $0 to approximately
$6.7 million. Mr. Haft has indicated to the Phar-Mor Board that he would
consider an "amicable" termination of his Phar-Mor employment agreement under
certain conditions, including his employment as Chairman and Chief Executive
Officer of Cabot Noble pursuant to an employment agreement to be negotiated.
If such amicable termination is reached, or occurs, it is unclear what impact
such resolution would have on Phar-Mor and/or Cabot Noble.     
   
 The payments due from Phar-Mor to Mr. Haft in the event his employment
agreement is terminated are neither included in the Cabot Noble unaudited pro
forma consolidated balance sheet nor in the Current Cabot Noble Management
Projections included under "Certain Forward-Looking Information," due to the
uncertainty surrounding such termination.     
 
                                      94
<PAGE>
 
                               CABOT NOBLE, INC.
                 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                             (DOLLARS IN THOUSANDS)
 
<TABLE>   
<CAPTION>
                                                                     PRO FORMA
                               SHOPKO     PHAR-MOR     EFFECTS      CABOT NOBLE
                             NOVEMBER 2, NOVEMBER 2,   OF THE       NOVEMBER 2,
                                1996        1996     TRANSACTION       1996
                             ----------- ----------- -----------    -----------
<S>                          <C>         <C>         <C>            <C>
ASSETS
CURRENT ASSETS:
  Cash and cash
   equivalents.............  $   19,138   $ 88,004    $(100,142)(a) $    7,000
  Accounts receivable--
   net.....................      81,935     25,648           (8)       107,575
  Merchandise inventories..     461,664    178,362       (5,000)(b)    635,026
  Other current assets.....      15,792      5,069           (9)(c)     20,852
                             ----------   --------    ---------     ----------
    Total current assets...     578,529    297,083     (105,159)       770,453
PROPERTY AND EQUIPMENT--
 NET.......................     598,208     69,110      (21,867)(d)    645,451
DEFERRED TAX ASSET.........         --       8,217          --           8,217
OTHER ASSETS...............      56,851      4,781       25,497(e)      87,129
                             ----------   --------    ---------     ----------
    Total assets...........  $1,233,588   $379,191    $(101,529)    $1,511,250
                             ==========   ========    =========     ==========
LIABILITIES AND
 STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable.........  $  237,098   $ 72,877    $     (51)(c) $  309,924
  Related party accounts
   payable.................         --       8,071          --           8,071
  Accrued expenses.........     130,491     36,555        7,736(f)     174,782
  Borrowing under revolving
   credit facility.........         --         --       140,553(g)     140,553
  Current portion of long-
   term debt...............         --       2,055         (376)(h)      1,679
  Current portion of
   capital lease
   obligations.............       1,096      6,019          --           7,115
                             ----------   --------    ---------     ----------
    Total current
     liabilities...........     368,685    125,577      147,862        642,124
LONG-TERM DEBT.............     399,893    109,502       (5,002)(i)    504,393
CAPITAL LEASE OBLIGATIONS..      14,727     37,238          --          51,965
DEFERRED INCOME TAX
 LIABILITY.................      22,753        120       (2,146)(j)     20,727
LONG-TERM SELF INSURANCE
 RESERVES..................         --       7,527          --           7,527
DEFERRED RENT AND
 UNFAVORABLE LEASE
 LIABILITY--NET............         --      11,568          --          11,568
                             ----------   --------    ---------     ----------
    Total liabilities......     806,058    291,532      140,714      1,238,304
                             ----------   --------    ---------     ----------
COMMITMENTS AND
 CONTINGENCIES
Minority interests.........         --         535         (535)(c)        --
                             ----------   --------    ---------     ----------
STOCKHOLDERS' EQUITY:
  Preferred stock..........         --         --           --             --
  Common stock.............         321        122          269(k)         712
  Additional paid-in
   capital.................     244,579     89,385     (133,498)(a)    200,466
  Retained earnings........     182,630     (2,383)    (108,479)(k)     71,768
                             ----------   --------    ---------     ----------
  Total stockholders'
   equity..................     427,530     87,124     (241,708)       272,946
                             ----------   --------    ---------     ----------
  Total liabilities and
   stockholders' equity....  $1,233,588   $379,191    $(101,529)    $1,511,250
                             ==========   ========    =========     ==========
</TABLE>    
 
                                       95
<PAGE>
 
                  SHOPKO SELECTED CONSOLIDATED FINANCIAL DATA
 
  The following selected consolidated financial data of ShopKo and its
subsidiaries is based on, and should be read in conjunction with, ShopKo's
consolidated financial statements, including the notes thereto appearing
elsewhere herein.
 
                              SHOPKO STORES, INC.
 
                     SELECTED CONSOLIDATED FINANCIAL DATA
                (IN MILLIONS, EXCEPT PER SHARE AND SHARE DATA)
 
<TABLE>
<CAPTION>
                                YEAR TO DATE                              FISCAL YEAR ENDED
                          ------------------------ ----------------------------------------------------------------
                           (40 WEEKS)  (40 WEEKS)   (52 WEEKS)   (52 WEEKS)   (52 WEEKS)   (52 WEEKS)   (53 WEEKS)
                          NOVEMBER 30, DECEMBER 2, FEBRUARY 24, FEBRUARY 25, FEBRUARY 26, FEBRUARY 27, FEBRUARY 29,
                              1996        1995         1996         1995       1994(1)        1993         1992
                          ------------ ----------- ------------ ------------ ------------ ------------ ------------
<S>                       <C>          <C>         <C>          <C>          <C>          <C>          <C>
Net sales...............     $1,701      $1,470       $1,968       $1,853       $1,739       $1,683       $1,648
Gross margin............        391         370          501          488          453          457          452
Income from operations..         59          56           97           91           74          100           98
Net earnings............         21          17           38           38           32           50           50
Net earnings per share..        .64         .54         1.20         1.18         1.00         1.56         1.55
Cash dividends declared
 per share..............        .22         .33          .44          .44          .44          .44          .11
Weighted average number
 of common shares
 outstanding (000's)....     32,073      32,005       32,005       32,014       32,001       32,000       32,000(2)
Working capital.........     $  220      $  204       $  215       $  187       $  119       $   82       $   79
Total assets............      1,241       1,156        1,118        1,110          953          792          706
Long-term debt..........        415         413          415          414          310          209           11
Shareholders' equity....        436         404          422          397          374          355          320
</TABLE>
- --------
(1)  The effect of adopting Statement of Financial Accounting Standards
     ("SFAS") No. 106, "Employers' Accounting for Postretirement Benefits
     Other Than Pensions," resulted in a decrease in net earnings of $0.6
     million ($0.02 per share). Adoption of SFAS No. 109, "Accounting for
     Income Taxes," had no effect on reported net earnings or financial
     position.
(2)  Represents the total number of ShopKo Shares outstanding upon completion
     of the initial public offering in October, 1991.
 
                                      96
<PAGE>
 
                SHOPKO MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
GENERAL
 
  The discussion of results of operations that follows is based upon, and
should be read in conjunction with, ShopKo's consolidated financial
statements, including the notes thereto, appearing elsewhere herein. The
discussion of liquidity and capital resources is based upon ShopKo's current
financial position.
 
RESULTS OF OPERATIONS
 
 Year-to-Date Results
 
  The following table sets forth items from ShopKo's unaudited consolidated
financial statements for the third quarter and first three quarters of fiscal
1997 and 1996 as a percentage of net sales:
 
<TABLE>
<CAPTION>
                                                 THIRD QUARTER   YEAR-TO-DATE
                                                 --------------  --------------
                                                 FISCAL  FISCAL  FISCAL  FISCAL
                                                  1997    1996    1997    1996
                                                 ------  ------  ------  ------
<S>                                              <C>     <C>     <C>     <C>
Revenues
 Net sales.....................................  100.0%  100.0%  100.0%  100.0%
 Licensed department rentals & other income....    0.5     0.7     0.6     0.8
                                                 -----   -----   -----   -----
                                                 100.5   100.7   100.6   100.8
Costs and expenses
 Cost of sales.................................   77.8    75.0    77.0    74.8
 Selling, general & administrative expenses....   15.9    18.0    17.4    19.2
 Depreciation & amortization expenses..........    2.4     2.7     2.7     3.0
                                                 -----   -----   -----   -----
                                                  96.1    95.7    97.1    97.0
 Income from operations........................    4.4     5.0     3.5     3.8
 Interest expense..............................    1.4     1.6     1.5     1.8
                                                 -----   -----   -----   -----
 Earnings before income taxes..................    3.0     3.4     2.0     2.0
 Provision for income taxes....................    1.2     1.3     0.8     0.8
                                                 -----   -----   -----   -----
 Net earnings..................................    1.8%    2.1%    1.2%    1.2%
                                                 =====   =====   =====   =====
</TABLE>
 
  Net Sales. The following table presents ShopKo's consolidated net sales for
the third quarter and first three quarters of fiscal 1997 and fiscal 1996 (in
millions):
 
<TABLE>
<CAPTION>
                                      THIRD QUARTER      % INCREASE(DECREASE)
                                 ----------------------- -----------------------
                                 FISCAL 1997 FISCAL 1996   TOTAL        COMP
                                 ----------- ----------- ----------   ----------
<S>                              <C>         <C>         <C>          <C>
General Merchandise.............  $  399.4    $  383.2          4.2%         3.6%
Health Services.................     191.8       107.8         77.9         56.3
                                  --------    --------   ----------   ----------
Consolidated....................  $  591.2    $  491.0         20.4%        15.3%
                                  ========    ========   ==========   ==========
<CAPTION>
                                      YEAR-TO-DATE       % INCREASE(DECREASE)
                                 ----------------------- -----------------------
                                 FISCAL 1997 FISCAL 1996   TOTAL        COMP
                                 ----------- ----------- ----------   ----------
<S>                              <C>         <C>         <C>          <C>
General Merchandise.............  $1,160.2    $1,124.7          3.2%         2.7%
Health Services.................     540.4       345.0         56.7         45.7
                                  --------    --------   ----------   ----------
Consolidated....................  $1,700.6    $1,469.7         15.7%        12.9%
                                  ========    ========   ==========   ==========
</TABLE>
  Consolidated comparable sales in the third quarter and the first three
quarters are based upon those facilities (both store and non-store) which were
open for the entire preceding fiscal year. Retail comparable store sales,
which are based on retail facilities which were open the entire preceding
fiscal year, increased 4.5% in the third quarter and 3.9% in the first three
quarters.
 
  Since the third quarter of last year, ShopKo has opened two new stores (two
in the second quarter of fiscal 1997, one of which is a relocation) and
remodeled seven stores (six in the first quarter of fiscal 1997 and one in
 
                                      97
<PAGE>
 
the third quarter of fiscal 1997) under the Vision 2000 format. During the
third quarter, ShopKo opened two Vision Advantage stores which are stand alone
optical centers of approximately 3,000 square feet.
 
  General merchandise sales had a strong performance in the third quarter and
first three quarters, especially in apparel related categories.
 
  The increase in health services sales in the third quarter and the first
three quarters is primarily due to growth in the prescription benefit
management business and increases in the retail pharmacy and optical centers.
Prescription benefit management business sales were $95.1 million this year
compared to $19.5 million last year for the third quarter, an increase of
388.5%. Prescription benefit management business sales for the first three
quarters increased 291.5% to $227.7 million this year versus $58.2 million
last year. Retail pharmacy and optical center sales increased 9.4% and 9.1%
for the third quarter and first three quarters of this year, respectively.
Health services comparable sales for the third quarter and the first three
quarters are based upon sales from healthcare services provided in retail
stores, from the pharmacy mail service sales, and from prescription benefit
management and claims processing activities in facilities which were open the
entire preceding fiscal year.
 
  Gross Margin. The following table sets forth gross margin as a percent of
net sales:
 
<TABLE>
<CAPTION>
                                    THIRD QUARTER           YEAR-TO-DATE
                               ----------------------- -----------------------
                               FISCAL 1997 FISCAL 1996 FISCAL 1997 FISCAL 1996
                               ----------- ----------- ----------- -----------
<S>                            <C>         <C>         <C>         <C>
Gross margin percent..........    22.2%       25.0%       23.0%       25.2%
Gross margin percent prior to
 LIFO charge..................    22.4%       25.2%       23.1%       25.4%
</TABLE>
 
  The gross margin percentage decreased 2.8% and 2.2% for the third quarter
and first three quarters, respectively. Continued growth in the lower gross
margin prescription benefit management business accounted for the majority of
the decreases, approximately 2.2% in the third quarter and 1.8% in the first
three quarters. Other factors affecting the decreases in the gross margin
percentages included the increased impact of managed care business on retail
pharmacies and increased margin pressures in general merchandise. The gross
margin percentages for the third quarter and the first three quarters reflect
LIFO charges of $1.0 million and $2.9 million, respectively. This is compared
to the prior year's LIFO expense of $1.0 million in the third quarter and $2.8
million in the first three quarters.
 
  Selling, General and Administrative Expenses. Selling, general and
administrative expenses as a percent of sales were 15.9% for the third quarter
of fiscal 1997 compared to 18.0% for the same period last year. For the first
three quarters, selling, general and administrative expenses as a percent of
sales were 17.4% compared to 19.2% for the same period last year. The selling,
general and administrative expenses as a percent of sales decreased 2.1% and
1.8% for the third quarter and first three quarters, respectively. Increased
sales related to the prescription benefit management business accounted for
the majority of the decreases, approximately 1.9% in the third quarter and
1.6% in the first three quarters.
 
  Interest Expense. Interest expense for the third quarter was 1.4% of sales
versus 1.6% of sales for the same period last year. Interest expense as a
percent of sales was 1.5% for the first three quarters of fiscal 1997 compared
to 1.8% for the same period last year. This decrease is primarily due to
increased sales and increased investment income.
 
                                      98
<PAGE>
 
 Fiscal Year Results
 
  The following table sets forth items from ShopKo's Consolidated Statements
of Earnings as a percentage of net sales:
 
<TABLE>
<CAPTION>
                                                      FISCAL YEARS ENDED
                                               --------------------------------
                                                FEB. 24,   FEB. 25,   FEB. 26,
                                                  1996       1995       1994
                                               (52 WEEKS) (52 WEEKS) (52 WEEKS)
                                               ---------- ---------- ----------
   <S>                                         <C>        <C>        <C>
   Revenues:
     Net sales...............................    100.0%     100.0%     100.0%
     Licensed department rentals and other
      income.................................       .7         .7         .7
                                                 -----      -----      -----
                                                 100.7      100.7      100.7
   Costs and expenses:
     Cost of sales...........................     74.5       73.7       73.9
     Selling, general and administrative
      expenses...............................     18.4       19.2       19.8
     Depreciation and amortization expenses..      2.9        2.9        2.8
                                                 -----      -----      -----
                                                  95.8       95.8       96.5
   Income from operations....................      4.9        4.9        4.2
   Interest expense..........................      1.7        1.6        1.2
                                                 -----      -----      -----
   Earnings before income taxes..............      3.2        3.3        3.0
   Provision for income taxes................      1.2        1.3        1.2
                                                 -----      -----      -----
   Net earnings..............................      2.0%       2.0%       1.8%
                                                 =====      =====      =====
</TABLE>
 
 Fiscal 1996 Compared to Fiscal 1995
 
  Net sales for fiscal 1996 (52 weeks) increased $115.1 million or 6.2% over
fiscal 1995 (52 weeks). Consolidated comparable sales decreased 0.2% for
fiscal 1996 compared to an increase of 0.7% in fiscal 1995. Changes in
consolidated comparable sales for a fiscal year were based upon those
facilities (both store and non-store) which were open for the entire preceding
fiscal year. In fiscal 1996, comparable sales included pharmacy mail service,
since it was open for the entire preceding fiscal year. On a comparable store
basis, sales decreased 0.5% for fiscal 1996.
 
  ShopKo conducts business in two business segments: general merchandise and
health services. General merchandise is conducted through retail stores.
Health services include professional health care services provided in the
retail stores and prescription benefit management services which are generally
provided through other facilities. Beginning in fiscal 1997, health services
will include vision benefit management services and decision support services
(DSS).
 
  General merchandise sales increased $13.2 million or 0.9% over fiscal 1995.
Management of ShopKo attributes this sales increase to the opening of five new
stores. Comparable store general merchandise sales decreased 2.1%. Management
of ShopKo believes general merchandise sales were negatively impacted by a
difficult retail environment, planned contraction of several departments and
increased competitive entries.
 
  Health services sales increased $101.9 million or 28.1% over fiscal 1995.
Management of ShopKo attributes this increase to growth in prescription
benefit management sales of $74.0 million, increases in comparable sales and
the opening of five new stores. Comparable sales increased 7.4% due to
increased business in ShopKo's retail pharmacy and optical centers. Health
services comparable sales were based upon sales generated from health care
services provided in retail stores which were open for the entire preceding
fiscal year and from the pharmacy mail service sales.
 
  Consolidated gross margins as percentages of sales were 25.5% and 26.3% for
fiscal 1996 and 1995, respectively. The gross margin for fiscal 1996 includes
a LIFO charge of $2.2 million. The gross margin for fiscal 1995 includes a
LIFO credit of $2.0 million and a $5.5 million charge to reduce certain
inventories to market value. Gross margin, before LIFO expense, was 25.6% in
fiscal 1996 as compared to 26.2% in fiscal 1995. The decrease is primarily due
to the impact of lower gross margin prescription benefit management sales.
 
                                      99
<PAGE>
 
  Consolidated selling, general and administrative expenses decreased 0.8% of
net sales to 18.4% compared with 19.2% in fiscal 1995. Improvement of 0.6% of
net sales is due to increased sales related to the prescription benefit
management business and improvement of 0.2% of net sales is due to expense
control initiatives in retail operations.
 
  ShopKo's operating earnings (earnings before interest and income taxes)
increased 6.5% to $97.4 million in fiscal 1996 from $91.5 million in fiscal
1995. General merchandise operating earnings (earnings before corporate
expenses, interest and income taxes) increased 8.1% to $73.1 million in fiscal
1996 compared to $67.6 million in fiscal 1995. This increase is primarily due
to increased gross margin rates and expense control initiatives. Health
services operating earnings increased in fiscal 1996 to $36.8 million compared
to $36.5 million in fiscal 1995. This increase is primarily due to expense
control initiatives and growth in prescription benefit management services but
is reduced by lower gross margin rates in the retail pharmacies as a result of
a larger percentage of sales coming from third party managed care business.
Management of ShopKo anticipates continued gross margin pressure due to the
increased managed care business.
 
  Interest expense in fiscal 1996 increased from the prior year by 0.1% of net
sales to 1.7% of net sales. The increase reflects last year's issuance of
long-term debentures.
 
 Fiscal 1995 Compared to Fiscal 1994
 
  Net sales for fiscal 1995 (52 weeks) increased $114.2 million or 6.6% over
fiscal 1994 (52 weeks). ShopKo opened seven new stores and remodeled 32 stores
in fiscal 1995. Consolidated comparable sales increased 0.7% for fiscal 1995
compared to 1.2% in fiscal 1994. Consolidated comparable sales increases for a
fiscal year were based upon those stores which were open for the entire
preceding fiscal year.
 
  General merchandise sales increased $78.1 million or 5.5% over fiscal 1994.
Management of ShopKo attributes this sales increase to the opening of seven
new stores. Comparable store general merchandise sales decreased 0.2%.
Management of ShopKo believes general merchandise sales were negatively
impacted by increased competition, reduced clearance sales this year compared
to last year, the planned contraction of several departments and the
disruption caused by the remodeling of 32 stores during fiscal 1995.
 
  Health services sales increased $36.1 million or 11.0% over fiscal 1994.
Management of ShopKo attributes this increase to increases in comparable
sales, expansion into claims processing activities, growth of the pharmacy
mail service and the opening of seven new stores. Health services comparable
store sales increased 4.5%, which is due to increased business in ShopKo's
retail pharmacy and optical centers. Health services comparable sales
increases for a fiscal year were based upon sales generated from health care
services provided in those retail stores which were open for the entire
preceding fiscal year. Sales from prescription benefit management services,
pharmacy mail service and claims processing activities were not included in
fiscal 1995 or fiscal 1994.
 
  Consolidated gross margins as percentages of sales were 26.3% and 26.1% for
fiscal 1995 and 1994, respectively. The gross margin for fiscal 1995 includes
a LIFO credit of $2.0 million and a $5.5 million charge to reduce certain
inventories to market value. The gross margin for fiscal 1994 includes a LIFO
charge of $3.7 million. Gross margin, before LIFO expense, was 26.2% in fiscal
1995 as compared to 26.3% in fiscal 1994.
 
  Consolidated selling, general and administrative expenses decreased 0.6% of
net sales to 19.2% compared with 19.8% in fiscal 1994. The percentage decrease
is primarily due to expense control initiatives, which were partially offset
by increased costs associated with the operation of seven new stores and 32
store remodels during fiscal 1995.
 
  Depreciation and amortization expenses as percentages of sales were 2.9% and
2.8% for fiscal 1995 and 1994, respectively. The increase is primarily due to
the opening of new stores and the remodeling of existing stores to the VISION
2000 format.
 
                                      100
<PAGE>
 
  ShopKo's operating earnings (earnings before interest and income taxes)
increased 23.1% to $91.5 million in fiscal 1995 from $74.3 million in fiscal
1994. General merchandise operating earnings (earnings before corporate
expenses, interest and income taxes) increased 14.3% to $67.6 million in
fiscal 1995 compared to $59.2 million in fiscal 1994. This increase is
primarily due to expense control initiatives. Health services operating
earnings increased 22.4% in fiscal 1995 to $36.5 million compared to $29.9
million in fiscal 1994. This increase is primarily due to increased sales and
increased gross margin percentage.
 
  Interest expense in fiscal 1995 increased from the prior year by 0.4% of net
sales to 1.6% of net sales. The increase is primarily due to long-term
borrowing which principally funded new stores, ShopKo's remodeling program and
additional related working capital.
 
LIQUIDITY AND CAPITAL RESOURCES
 
  ShopKo relies primarily on cash generated from its operations, with its
remaining funding requirements being met from the short-term $125 million
revolving credit facility and, if needed, long-term borrowings. Cash provided
from net earnings before depreciation and amortization was $66.7 million for
the first three quarters of fiscal 1997 compared to $61.2 million for the same
period last year. ShopKo had no borrowings outstanding under its revolving
credit agreement at the end of the first three quarters of fiscal 1997 and
fiscal 1996, respectively.
 
  Effective as of October 4, 1996, ShopKo's Credit Agreement was extended
until October 4, 1997. The amount of borrowing available under the Credit
Agreement was reduced from $175 million to $125 million. The Credit Agreement
will terminate upon the consummation of the Combination and is expected to be
replaced by a new credit agreement. See "The Transaction--Financing."
 
  ShopKo's principal use of cash in the first three quarters of fiscal 1997
was for working capital needs, for the CareStream Scrip Card acquisition
discussed below and for the purchase of property, equipment and systems
technology. During the first three quarters of fiscal 1997, working capital,
excluding cash, increased $49.6 million. This increase resulted principally
from increases in merchandise inventories net of accounts payable and from
increases in receivables offset by increases in accrued liabilities related to
the prescription benefit management business. During the first three quarters
of fiscal 1996, working capital, excluding cash, decreased $18.3 million. This
decrease resulted primarily from decreases in merchandise inventories net of
accounts payable.
 
  ShopKo spent $23.6 million on capital expenditures (excluding acquisitions)
in the first three quarters of fiscal 1997 compared to $33.9 million for the
same period last year. ShopKo spent $53.0 million on capital expenditures in
fiscal 1996, compared to $94.6 million in fiscal 1995 and $133.8 million in
fiscal 1994. The following table sets forth the components of ShopKo's capital
expenditures (in millions):
 
<TABLE>
<CAPTION>
                                                  FORTY
                                               WEEKS ENDED      FISCAL YEAR
                                               NOVEMBER 30, ------------------
                                                   1996     1996  1995   1994
                                               ------------ ----- ----- ------
<S>                                            <C>          <C>   <C>   <C>
New stores....................................    $ 2.8     $14.9 $31.3 $ 82.4
Remodeling and refixturing....................      4.9      24.7  45.2   29.4
Distribution centers..........................      1.0       0.7   2.8    0.7
Management information and point-of-sale
 equipment and systems........................     10.4      11.7  14.8   20.1
Other.........................................      4.5       1.0   0.5    1.2
                                                  -----     ----- ----- ------
Total.........................................    $23.6     $53.0 $94.6 $133.8
</TABLE>
 
  In fiscal 1997, ShopKo opened two new stores under the Vision 2000 format
(one of which is a relocation) and two Vision Advantage stores, which are
stand alone optical centers. ShopKo's store expansion and remodel plans for
fiscal 1998 and after are under review, although ShopKo plans to open two
additional Vision Advantage stores in the first quarter of fiscal 1998. ShopKo
may consider the acquisition of existing retail stores or businesses, or
health services businesses, or the construction or acquisition of stores which
vary from ShopKo's
 
                                      101
<PAGE>
 
existing stores. Such plans may be reviewed and revised from time to time in
light of changing conditions. ShopKo's expansion and capital expenditure plans
are under review in light of the Combination.
 
  With respect to store remodels, ShopKo completed 13 remodels under the
Vision 2000 format during fiscal 1996. The rate of remodeling activity in
fiscal 1996 was substantially reduced compared to fiscal 1995 and is expected
to approximate the future annual level of major remodels based on a seven to
ten year cycle. Remodels usually cost between $0.4 million to $1.5 million per
store. ShopKo completed remodeling of seven stores in the first three quarters
of fiscal 1997. One additional store will be remodeled in fiscal 1997. ShopKo
has scheduled twenty stores for future remodeling over the next several years.
Such remodeling will require an aggregate of approximately $20 to $25 million
of additional capital expenditures. All such store remodels reflect the
fixturing and merchandise assortment associated with the Vision 2000 concept.
As with store expansion plans, remodeling plans are subject to change and
normal delays.
 
  ShopKo's total capital expenditures for fiscal 1997 for new store
construction, remodels, management information systems and other expenditures
(excluding acquisitions) are anticipated to approximate $45-55 million, of
which $40-45 million would relate to the existing retail business and $5-10
million to the health related businesses. Such plans may be reviewed and
revised from time to time in light of changing conditions.
   
  On August 2, 1996, ShopKo completed the acquisition of CareStream Scrip Card
from FoxMeyer Health. CareStream Scrip Card is a prescription benefit
management company which is being integrated with ShopKo's ProVantage
subsidiary. The purchase price was $30.5 million in cash, with a supplemental
cash payment of between $1.5 million and $5.0 million due between six months
and five years after August 2, 1996. The purchase price was funded from
ShopKo's available cash.     
 
  On October 4, 1996, ShopKo (i) acquired the remaining 3% of the common stock
of Bravell, Inc. which ShopKo did not acquire in January 1995, (ii)
extinguished all remaining contingent payment obligations to the former
shareholders of Bravell, Inc., and (iii) terminated the former shareholders'
employment agreements. The present value of the extinguished payment
obligations was approximately $12.0 million. The acquisition agreement
provides for the issuance by ShopKo on an installment sale basis of 572,531
ShopKo Shares to the former Bravell, Inc. shareholders. Such ShopKo Shares are
required to be delivered on the first to occur of: (i) one business day prior
to the Effective Date, or (ii) the later of: (x) March 31, 1997, and (y) the
date ShopKo publicly announces its financial results for its fiscal year
ending February 22, 1997. Under certain circumstances, ShopKo has the right to
reacquire ShopKo Shares issued to the former Bravell, Inc. shareholders for
cash based on a 30-day average trading price.
INFLATION
 
  Inflation has not had a significant effect on the results of operations of
ShopKo or its internal and external sources of liquidity.
 
                                      102
<PAGE>
 
                 PHAR-MOR SELECTED CONSOLIDATED FINANCIAL DATA
 
  The following selected consolidated financial data of Phar-Mor and its
subsidiaries is based on, and should be read in conjunction with, Phar-Mor's
consolidated financial statements including the notes thereto appearing
elsewhere herein.
 
                                PHAR-MOR, INC.
 
                     SELECTED CONSOLIDATED FINANCIAL DATA
                     (IN MILLIONS, EXCEPT PER SHARE DATA)
 
<TABLE>   
<CAPTION>
                                      SUCCESSOR
                                       PHAR-MOR                       PREDECESSOR PHAR-MOR
                          ---------------------------------- ------------------------------------------------
                            26 WEEKS     17 WEEKS   43 WEEKS   9 WEEKS     52 WEEKS     53 WEEKS     39 WEEKS
                             ENDED        ENDED      ENDED      ENDED       ENDED        ENDED        ENDED
                          DECEMBER 28, DECEMBER 30, JUNE 29, SEPTEMBER 2,  JULY 1,      JULY 2,      JUNE 26,
                              1996         1995       1996       1995      1995(B)        1994         1993
                          ------------ ------------ -------- ------------  --------     --------     --------
<S>                       <C>          <C>          <C>      <C>           <C>          <C>          <C>
Net sales...............     $555.5       $357.2     $874.3     $182.0     $1,412.7     $1,852.2     $1,434.3
Income (loss) from
 continuing operations..       (2.7)         3.7        2.5      (10.4)(a)    (53.1)(c)   (142.8)(d)    (82.2)(e)
Income (loss) per share
 from continuing
 operations.............       (.23)         .30        .21       (.19)        (.98)       (2.64)       (1.52)
</TABLE>    
 
<TABLE>   
<CAPTION>
                            AS OF        AS OF      AS OF      AS OF      AS OF    AS OF    AS OF
                         DECEMBER 28, DECEMBER 30, JUNE 29, SEPTEMBER 2, JULY 1,  JULY 2,  JUNE 26,
                             1996         1995       1996       1995       1995     1994     1993
                         ------------ ------------ -------- ------------ -------- -------- --------
<S>                      <C>          <C>          <C>      <C>          <C>      <C>      <C>
Total assets............    $394.3       $402.1     $363.5     $390.2    $  531.3 $  680.1 $  861.0
Long-term debt and
 capital leases.........     145.3        154.2      149.2      151.0         --       --       --
Liabilities subject to
 settlement.............       --           --         --         --      1,155.0  1,182.1  1,253.0
</TABLE>    
- --------
Note:
     
  Phar-Mor emerged from bankruptcy in September 1995. In accordance with
  fresh-start reporting, reorganization value was used to record the assets
  and liabilities of Phar-Mor at September 2, 1995 (the "Fresh Start Date").
  Accordingly, the selected consolidated financial data as of December 28,
  1996, December 30, 1995, September 2, 1995 and June 29, 1996 and for the 26
  weeks ended December 28, 1996, the 17 weeks ended December 30, 1995 and the
  43 weeks ended June 29, 1996, is not comparable in material respects to
  such data for prior periods. Furthermore, Phar-Mor's results of operations
  for periods prior to September 11, 1995, the effective date of Phar-Mor's
  bankruptcy plan of reorganization, are not necessarily indicative of
  results of operations that may be achieved in the future.     
- --------
(a)Excludes an extraordinary gain of $775 million on debt discharged pursuant
   to Phar-Mor's bankruptcy; and includes the gain for revaluation of assets
   and liabilities under fresh-start reporting of $8 million and
   reorganization costs of $16.8 million.
(b) Excludes the results of 25 stores after July 2, 1994 and the results of 41
    stores after May 6, 1995, closed as part of Phar-Mor's restructuring prior
    to emergence from bankruptcy.
(c) Includes reorganization costs of $51.2 million, including $53.7 million
    for costs of downsizing, less $7.6 million gain on sale of assets held for
    sale.
(d) Includes reorganization costs of $53.2 million, including $43 million for
    costs of downsizing, and $53.2 million to write down property and
    equipment to lower of appraised or net book value.
(e) Includes reorganization costs of $16.7 million.
 
                                      103
<PAGE>
 
               PHAR-MOR MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
GENERAL
 
  The discussion of results of operations that follows is based upon, and
should be read in conjunction with, Phar-Mor's consolidated financial
statements including the notes thereto appearing elsewhere herein. The
discussion of liquidity and capital resources is based upon Phar-Mor's current
financial position. The accompanying financial review reflects the significant
impact of the events leading up to and following Phar-Mor's emergence from
bankruptcy. Certain information regarding Phar-Mor's bankruptcy and its
bankruptcy plan of reorganization is set forth in "Description of Phar-Mor--
History."
 
  Upon Phar-Mor's emergence from bankruptcy, Phar-Mor adopted the principles
of fresh-start reporting as of the Fresh Start Date to reflect the impact of
the reorganization. As a result of the application of fresh-start reporting,
the financial condition and results of operations of Phar-Mor for dates and
periods subsequent to the Fresh Start Date shall not necessarily be comparable
to those prior to such date.
 
RECENT DEVELOPMENTS AND OUTLOOK
 
  Phar-Mor's results of operations and financial condition reflect the impact
of the recapitalization effected pursuant to its bankruptcy plan of
reorganization and the consolidation of operations following August 17, 1992,
Phar-Mor's bankruptcy petition date.
 
  Phar-Mor has significantly restructured its debt obligations. Phar-Mor has
converted approximately $855 million of debt obligations to equity, obtained a
$9.5 million net cash equity infusion, and entered into a $100 million
revolving credit facility (the "Phar-Mor Revolving Credit Facility") See "--
Financial Condition and Liquidity."
 
  In addition, since August 1992, Phar-Mor has put in place a series of
programs that are designed to reduce its expense structure and improve its
operations. These programs resulted in the closing of 209 stores and three
warehouses, the elimination of 75% of corporate level staff and the
implementation of three major information system improvements.
 
  Management believes that the recapitalization and the specific steps taken
to streamline Phar-Mor's business operations since Phar-Mor's bankruptcy have
yielded a significant improvement in Phar-Mor's operating and financial
profile. The restructuring of Phar-Mor's debt obligations has significantly
reduced interest expense and enhanced financial flexibility. As a result of
the consolidation program, Phar-Mor has significantly reduced the fixed cost
elements of cost of sales and selling, general and administrative expenses
partially offset by declines in sales and gross margin dollars.
   
NEW MARKETING APPROACH AND STORE REMODEL PROGRAM     
   
  Comparable store sales decreased 5.9% for fiscal year 1994, 4.5% for fiscal
year 1995 and 7.3% for the first six months of fiscal year 1996. On January
14, 1996, Phar-Mor launched a new marketing approach which included price
reductions on over 3,000 items, adopted an "everyday low price" strategy on
substantially all products and increased advertising by increasing the
frequency and number of pages of circulars. The new marketing approach has
been well received by customers, and, as a result, the negative sales trend
has been reversed. Comparable store sales increased 3.0% for the first six
months of fiscal year 1997 as compared with the first six months of fiscal
year 1996. Phar-Mor intends to continue its new marketing approach while
increasing profitability by lowering advertising expenditures, reducing or
eliminating certain promotional discount programs and managing retail prices
on selected items based upon competitive positioning.     
   
  During the first six months of fiscal year 1997 Phar-Mor completed the
remodeling of two stores to Phar-Mor's new drug store prototype and completed
the remodeling of four stores to Phar-Mor's new "club store" prototype. In
connection with such remodelings, approximately $1.4 million in additional
selling, general and administrative expenses were incurred for advertising and
additional wages during the first six months of fiscal     
 
                                      104
<PAGE>
 
   
year 1997. Phar-Mor believes that this additional expenditure was required to
reintroduce these stores to its customer base in order to increase its market
share and compete effectively. Sales for the six remodeled stores increased
16.5% in December 1996 over December 1995, as compared to a 1.0% December 1996
comparable store sales increase for the total chain. After the initial six
month reintroduction period, Phar-Mor plans to reduce selling, general and
administrative expenditures to normal levels. Phar-Mor plans to remodel four
additional stores by the end of the current fiscal year.     
   
  Although there can be no assurance, management believes that Phar-Mor now is
in a position to enhance future profitability. Management also believes that
additional gains may be realized through further reduction of expenses and
refinement of Phar-Mor's business operations.     
       
RESULTS OF OPERATIONS
 
  The following table sets forth the number of retail stores operated between
years:
 
<TABLE>
<CAPTION>
                                                          FISCAL YEAR ENDED
                                                       -------------------------
                                                       JUNE 29, JULY 1,  JULY 2,
                                                       1996(A)   1995     1994
                                                       -------- -------  -------
       <S>                                             <C>      <C>      <C>
       Stores, beginning of period....................   143      168      168
       Closed stores..................................   (41)     (25)     --
       Stores, end of period..........................   102      143(b)   168
</TABLE>
- --------
(a) Includes the nine weeks ended September 2, 1995 (Predecessor Phar-Mor) and
    the forty-three weeks ended June 29, 1996 (Successor Phar-Mor).
(b) Includes 41 stores in the process of closing July 1, 1995.
 
  The historical results of operations exclude the results of the 25 stores
closed in fiscal year 1995 (as part of Phar-Mor's restructuring) after the
date their closing was decided (July 2, 1994) and the results of 41 stores
closed in fiscal year 1996 (also part of Phar-Mor's restructuring) after the
date their closing was decided (May 6, 1995).
 
  Phar-Mor's results of operations for the 43 weeks ended June 29, 1996 are
not comparable to its results of operations for prior periods due to Phar-
Mor's adoption of fresh-start reporting as of the Fresh Start Date. See Note 2
of Phar-Mor's Notes to Consolidated Financial Statements included elsewhere
herein. For the purposes of the following discussion, the following pro forma
results of operations for the 52 weeks ended June 29, 1996 (fiscal year 1996)
and the fifty-two weeks ended July 1, 1995 (fiscal year 1995) will be
compared.
 
Unaudited Pro Forma Consolidated Statements of Operations
   
  The unaudited pro forma statements of operations present consolidated
results of operations of Phar-Mor and its subsidiaries for the twenty-six
weeks ended December 30, 1995 (see Note 6 of Phar-Mor's Notes to Unaudited
Condensed Consolidated Financial Statements), and for fiscal years 1996 and
1995 as if Phar-Mor's bankruptcy plan of reorganization was effective July 2,
1994 and includes adjustments to reflect the implementation of fresh-start
reporting as of July 2, 1994; the elimination of the 41 stores closed in July
1995 from the results of fiscal year 1995; the effects of non-recurring
transactions resulting from Phar-Mor's bankruptcy plan of reorganization; and
certain payments to creditors pursuant to Phar-Mor's bankruptcy plan of
reorganization as of July 2, 1994. See Notes 1 and 2 of Phar-Mor's Notes to
Consolidated Financial Statements included elsewhere herein.     
       
          
  RESULTS FOR THE TWENTY-SIX WEEKS ENDED DECEMBER 28, 1996 COMPARED TO THE PRO
FORMA TWENTY-SIX WEEKS ENDED DECEMBER 30, 1995 (ALL DOLLAR AMOUNTS IN
THOUSANDS)     
       
          
  Sales for the first half of fiscal year 1997 increased 3.0% compared to the
first half of fiscal year 1996 primarily due to Phar-Mor's new marketing
approach, which was launched January 14, 1996. Comparable store     
 
                                      105
<PAGE>
 
   
sales for the first half of fiscal year 1997 increased 2.8% to $554,457 from
$539,163 for the same period last year.     
   
  Cost of sales as a percentage of sales was 81.9% for the first half of
fiscal year 1997 compared to 81.1% for the first half of fiscal year 1996, a
0.8% increase. This increase was primarily due to lower product margins
resulting from Phar-Mor's new everyday low price marketing plan.     
   
  Selling, general and administrative expenses as a percentage of sales was
15.3% for the first half of fiscal year 1997 compared to 14.6% for the first
half of fiscal year 1996. This increase was primarily due to increased
advertising associated with Phar-Mor's new marketing plan, increased
advertising and store payroll in remodeled stores and preopening costs
associated with the opening of a new store in December.     
   
  Phar-Mor recorded $2,185 in expenses related to the Combination during the
second quarter of fiscal 1997. Management believes that $1,777 of these
Transaction expenses are "common" expenses and should be shared on an
equitable basis with ShopKo. Although the parties have not reached agreement
on the specific allocation of these expenses, the parties are currently
negotiating a cost-sharing arrangement with respect to these expenses, which
would include reimbursement by ShopKo to Phar-Mor of certain of these expenses
paid or incurred to date.     
   
  Depreciation and amortization expense was $10,247 for the first half of
fiscal year 1997 compared to $9,187 for the first half of fiscal year 1996, an
increase of $1,060. The increase was the result of depreciation on capital
expenditures made since the first quarter of fiscal year 1996.     
   
  Net interest expense was $5,845 for the first half of fiscal year 1997
compared to net interest expense of $6,325 for the first half of fiscal year
1996, a $480 decrease. The decrease in interest expense was primarily due to
an increase in interest income for the first half of fiscal year 1997. The pro
forma fiscal year 1996 results assumed Phar-Mor would not have earned any
interest income prior to its emergence from bankruptcy in September 1995.     
 
                                      106
<PAGE>
 
                                PHAR-MOR, INC.
  PRO FORMA RESULTS OF OPERATIONS FOR THE FIFTY-TWO WEEKS ENDED JUNE 29, 1996
                  AND THE FIFTY-TWO WEEKS ENDED JULY 1, 1995
 
<TABLE>
<CAPTION>
                                       52 WEEKS ENDED       52 WEEKS ENDED
                                        JUNE 29, 1996        JULY 1, 1995
                                      ------------------   ------------------
<S>                                   <C>         <C>      <C>         <C>
Sales...............................  $1,056,252  100.00 % $1,107,222  100.00 %
Less:
 Cost of goods sold, including
  occupancy and distribution costs..     875,148   82.86 %    900,814   81.36 %
 Selling, general and administrative
  expenses..........................     149,458   14.15 %    158,009   14.27 %
 Chapter 11 professional fee accrual
  adjustment........................      (1,530)  (0.15)%        --      --
 Depreciation and amortization......      18,319    1.73 %     18,725    1.69 %
                                      ----------  ------   ----------  ------
Income from operations before
 interest and income taxes..........      14,857    1.41 %     29,674    2.68 %
Interest expense....................     (17,465)  (1.65)%    (16,990)  (1.53)%
Interest income.....................       8,614    0.81 %        --      --
                                      ----------  ------   ----------  ------
Income before income taxes..........       6,006    0.57 %     12,684    1.15 %
Income tax provision................       2,676    0.25 %      5,074    0.46 %
                                      ----------  ------   ----------  ------
Net income..........................  $    3,330    0.32 % $    7,610    0.69 %
                                      ==========  ======   ==========  ======
</TABLE>
 
  PRO FORMA RESULTS FOR THE 52 WEEKS ENDED JUNE 29, 1996 (FISCAL YEAR 1996)
COMPARED TO THE PRO FORMA RESULTS FOR THE 52 WEEKS ENDED JULY 1, 1995 (FISCAL
YEAR 1995) (ALL DOLLAR AMOUNTS IN THOUSANDS)
 
  Comparable store sales for fiscal year 1996 were down $50,970 or 4.6% from
fiscal year 1995. This is due to the fact that Phar-Mor has not opened a new
store since September 1992, while competitors have opened a significant number
of new stores in the markets where Phar-Mor operates and the negative impact
of continued penetration of third-party prescription plans and its impact on
Phar-Mor's pharmacy business. Sales improved over the last two quarters of
fiscal year 1996 as a result of Phar-Mor's new marketing approach, which was
launched January 14, 1996. Comparable store sales increased .04% in the fourth
quarter of fiscal year 1996 with June increasing 2.96%. The new marketing
approach included retail price reductions on over 3,000 items and additional
advertising.
 
  Gross profit for fiscal year 1996 was 1.50% of sales lower than fiscal year
1995. Phar-Mor's new marketing approach, which included retail price
reductions on over 3,000 items, resulted in a lower product gross margin.
Inventory shrink and damage expenses were reduced by .42% of sales in fiscal
year 1996 over fiscal year 1995.
 
  Selling, general and administrative expenses for fiscal year 1996 were 0.12%
of sales lower than fiscal year 1995. Increases in advertising expenses to
support the new marketing approach were more than offset by a 16.8% reduction
in corporate overhead costs.
 
  Fiscal year 1996 included $5,479 in interest income on invested cash and
also included $3,135 in interest income received on federal income tax
refunds. The pro forma fiscal year 1995 results assumed Phar-Mor would not
have earned any interest income.
 
RESULTS FOR THE 43 WEEKS ENDED JUNE 29, 1996
 
  Phar-Mor emerged from bankruptcy on September 11, 1995 operating 102 stores
in 18 states.
 
  On January 14, 1996 Phar-Mor launched a new marketing approach which
included retail price reductions on over 3,000 items and additional
advertising. Sales improved during the six months ended June 29, 1996 as a
result of the new marketing approach. Comparable store sales increased .04% in
the fourth quarter of fiscal 1996 compared with the same period in the prior
year, and increased 2.96% for the fiscal month of June 1996 (the four weeks
ended June 29, 1996) compared to the same period of the prior year.
 
                                      107
<PAGE>
 
  Sales and gross margins by product type for the forty-three weeks ended June
29, 1996 were as follows:
 
<TABLE>
<CAPTION>
                                                                   PERCENTAGE
                                                       PERCENTAGE   OF TOTAL
                                                        OF TOTAL  PRODUCT GROSS
                                                         SALES       MARGIN
                                                       ---------- -------------
<S>                                                    <C>        <C>
Drug Store:
  Includes health & beauty care products, cosmetics,
   greeting cards, seasonal goods and other general
   merchandise........................................     45%         53.2%
Consumables:
  Includes grocery, snacks, beer, wine, tobacco and
   soft drinks........................................     27%         14.5%
Pharmacy:
  Includes prescription drugs.........................     25%         23.7%
Video, music and video rentals........................      3%          8.6%
                                                          ---         -----
Total.................................................    100%        100.0%
</TABLE>
 
For the 43 weeks ended June 29, 1996 other items included in cost of goods
sold (warehouse and transportation costs, cash discounts, inventory shrink,
promotional discounts and vendor rebates and promotional allowances) totaled
 .8% of sales. Gross margin is also reduced by store occupancy costs which were
4.0% of sales for the period.
 
  Selling, general and administrative expenses were 14.1% of sales for the
forty-three weeks ended June 29, 1996. Phar-Mor continued to be effective at
increasing employee productivity and as a result store wages and benefits were
the same percentage of sales as the prior year, despite a 3.8% sales decline
from the same period of the prior year. Increases in advertising expenses to
support Phar-Mor's new marketing approach were more than offset by a 16.4%
reduction in corporate overhead costs.
 
  Phar-Mor earned $8,614 in interest income during the period, $3,135 of which
was interest received on federal income tax refunds.
 
                                      108
<PAGE>
 
                                PHAR-MOR, INC.
       RESULTS OF OPERATIONS FOR THE FIFTY-TWO WEEKS ENDED JULY 1, 1995
                 AND THE FIFTY-THREE WEEKS ENDED JULY 2, 1994
 
<TABLE>
<CAPTION>
                                          52 WEEKS ENDED      53 WEEKS ENDED
                                           JULY 1, 1995        JULY 2, 1994
                                         ------------------  ------------------
<S>                                      <C>         <C>     <C>         <C>
Sales..................................  $1,412,661  100.00% $1,852,244  100.00%
Costs of goods sold, including
 occupancy and distribution costs......   1,156,928   81.90%  1,522,722   82.21%
                                         ----------          ----------
Gross profit...........................     255,733   18.10%    329,522   17.79%
Selling, general and administrative
 expenses..............................     199,863   14.15%    276,887   14.95%
Write-down of property to lower of
 appraised or net book value...........         --      --       53,211    2.87%
Depreciation and amortization..........      24,643    1.74%     55,401    2.99%
                                         ----------          ----------
Income (loss) from operations before
 interest expense, reorganization items
 and income taxes......................      31,227    2.21%    (55,977)  -3.02%
Interest expense.......................      33,324    2.36%     33,878    1.83%
                                         ----------          ----------
Loss before reorganization items and
 income taxes..........................      (2,097)  -0.15%    (89,855)  -4.85%
Reorganization items...................      51,158    3.62%     53,239    2.87%
                                         ----------          ----------
Loss before income tax benefit.........     (53,255)  -3.77%   (143,094)  -7.73%
Income tax benefit.....................        (111)  -0.01%       (331)  -0.02%
                                         ----------          ----------
Net income (loss)......................  $  (53,144)  -3.76% $ (142,763)  -7.71%
                                         ==========          ==========
</TABLE>
 
  RESULTS FOR THE 52 WEEKS ENDED JULY 1, 1995 COMPARED TO 53 WEEKS ENDED JULY
2, 1994 (ALL DOLLAR AMOUNTS IN THOUSANDS)
 
  During the 52 weeks ended July 1, 1995, Phar-Mor closed 25 stores after
conducting going out of business ("GOB") sales. The projected costs of closing
the stores was recorded as of July 2, 1994 (Phar-Mor's previous year end). In
May 1995, Phar-Mor announced the closing of an additional 41 stores and began
GOB sales at such stores. These additional 41 stores were closed in July 1995.
The projected costs of closing these stores was recorded as of May 6, 1995.
Consequently, the actual operating results for the 52 weeks ended July 1, 1995
included below are for 143 stores for the first 44 weeks of the period and 102
continuing stores for the remaining eight weeks of the period. The operating
results for the 53 weeks ended July 2, 1994 included above are for 168 stores.
 
  Net retail sales for the 52 weeks ended July 1, 1995 were $1,412,661, which
was 22.5% less than the comparable 52 week period in 1994 and is primarily due
to the closing of the 41 stores discussed above. Net retail sales for the 102
continuing stores for the comparable period declined by 4.5%. Generally, this
decrease in sales is attributable to (i) the fact that Phar-Mor has not opened
new stores since September 1992, while competitors have opened a significant
number of new stores in those markets where Phar-Mor continues to operate and
(ii) the negative impact of continued penetration of third party prescription
plans and its impact on Phar-Mor's pharmacy business.
 
  The gross profit improvement of 0.31% of sales for the 52 weeks ended July
1, 1995, compared to the 53 weeks ended July 2, 1994, is primarily a result of
Phar-Mor realizing the full benefit of the margin enhancement program
instituted during the 53 weeks ended July 2, 1994.
 
  Selling, general and administrative expenses were 0.80% of sales lower for
the 52 weeks ended July 1, 1995 compared to the 53 weeks ended July 2, 1994.
This is a result of cost reduction programs implemented during the 53 weeks
ended July 2, 1994 and acceleration of the cost reduction activities planned
for fiscal year 1995.
 
  The decrease in depreciation and amortization expense for the 52 weeks ended
July 1, 1995, compared to the 53 weeks ended July 2, 1994, is due primarily to
the write-down of property and equipment that resulted from closing 66 stores
and a $53,211 charge to write-down property and equipment to the lower of
appraised or net book value as of July 2, 1994 based on an independent
appraisal undertaken in 1994. The appraisal included a physical inspection of
property and equipment at Phar-Mor's corporate headquarters, warehouse and
selected
 
                                      109
<PAGE>
 
retail store locations. The appraisal was undertaken because Phar-Mor lacked
reliable historical accounting records for property and equipment as a result
of the fraud and because the adverse business conditions concealed by the
fraud dictated an assessment of whether the carrying amount of property and
equipment was overstated. (The adjustment was recorded at July 2, 1994;
consequently, depreciation included in depreciation and amortization for
fiscal 1994 was computed on the unadjusted balances of property and
equipment).
 
  The decrease in interest expense for the 52 weeks ended July 1, 1995,
compared to the 53 weeks ended July 2, 1994, is due primarily to repayment of
approximately $123,000 of principal on prepetition secured debt from the net
proceeds of GOB sales and was partially offset by an increase in interest
rates under Phar-Mor's prepetition revolving credit agreements.
 
  The decrease in reorganization items is due to an increase in interest
income from higher level of funds invested and higher interest rates, gains on
sales of real property in Boardman, Ohio and Jacksonville, Florida,
recognition of a gain in insurance settlement from a claim Phar-Mor asserted
against its insurance carrier seeking reimbursement of monies allegedly
embezzled by certain former officers of Phar-Mor, and partially offset by
increased costs associated with closing of an additional 66 stores.
 
FINANCIAL CONDITION AND LIQUIDITY (ALL DOLLAR AMOUNTS IN THOUSANDS)
   
  Phar-Mor's cash position as of December 28, 1996 was $108,158. Phar-Mor's
cash position may fluctuate as a result of seasonal merchandise purchases and
timing of payments.     
 
  On September 11, 1995, Phar-Mor entered into the Phar-Mor Revolving Credit
Facility with Bank America Business Credit, Inc. ("BABC"), as agent, and other
financial institutions (collectively, the "Lenders"), that established a
credit facility in the maximum amount of $100,000.
 
  Borrowings under the Phar-Mor Revolving Credit Facility may be used for
working capital needs and general corporate purposes. Up to $50,000 of the
Phar-Mor Revolving Credit Facility at any time may be used for standby and
documentary letters of credit. The Phar-Mor Revolving Credit Facility includes
restrictions on, among other things, additional debt, capital expenditures,
investments, dividends and other distributions, mergers and acquisitions, and
contains covenants requiring Phar-Mor to meet a specified quarterly minimum
"EBITDA Coverage Ratio" (i.e., the sum of earnings before interest, taxes,
depreciation and amortization, as defined, divided by interest expense),
calculated on a rolling four quarter basis, and a monthly minimum net worth
test. As of the date hereof, Phar-Mor believes it is in compliance with all
such financial covenants.
 
  Credit availability under the Phar-Mor Revolving Credit Facility at any time
is the lesser of the Aggregate Availability (as defined in the Phar-Mor
Revolving Credit Facility) or $100,000. Availability under the Phar-Mor
Revolving Credit Facility, after subtracting amounts used for outstanding
letters of credit, was $76,829 at June 29, 1996. The Phar-Mor Revolving Credit
Facility establishes a first priority lien and security interest in the
current assets of Phar-Mor, including, among other items, cash, accounts
receivable and inventory.
   
  Advances made under the Phar-Mor Revolving Credit Facility bear interest at
the Bank America reference rate plus 1/2% or, at the option of Phar-Mor, the
London Interbank Offered Rate ("LIBOR") plus the applicable margin (as defined
in the Phar-Mor Revolving Credit Facility), which ranges between 1.50% and
2.00%. Under the terms of the Phar-Mor Revolving Credit Facility, Phar-Mor is
required to pay a commitment fee of 0.28125% per annum on the unused portion
of the Phar-Mor Revolving Credit Facility, letter of credit fees and certain
other fees.     
   
  There were no outstanding advances under the Revolving Credit Facility at
any time during the forty-three weeks ended June 29, 1996. As of December 28,
1996, there were letters of credit in the amount of $5,282 outstanding under
the Phar-Mor Revolving Credit Facility. The Phar-Mor Revolving Credit Facility
expires on the earlier of the Effective Date and August 30, 1998.     
 
                                      110
<PAGE>
 
  Pursuant to Phar-Mor's bankruptcy plan of reorganization, Phar-Mor and its
lenders agreed to a restructuring of Phar-Mor's obligations. The resulting new
debts are discussed in Notes 8 and 9 of Phar-Mor's Notes to Consolidated
Financial Statements.
   
  During the twenty-six weeks ended December 28, 1996, Phar-Mor's cash
position increased by $3,893. Net cash provided from operating activities was
$24,724. The major sources of cash from operating activities were depreciation
and amortization of $10,247 and an increase in accounts payable of $34,995,
which were partially offset by an increase in merchandise inventories of
$17,196 and an increase in accounts receivable of $4,639. Capital expenditures
of $11,431 and additions to video rental tapes of $4,723 were paid for with
funds from operations and Phar-Mor's excess cash position. Net cash used for
financing activities of $4,677 consists of principal payments on lease
obligations of $2,943 and principal payments on long term debt of $1,734.     
 
  Phar-Mor's cash position decreased $3,665 during the 43 weeks ended June 29,
1996 as cash provided by operating activities of $16,014 was offset by $13,829
in cash used for investing activities and $5,850 in cash used for financing
activities.
 
  Phar-Mor generated cash from operations of $16,014 after payments of chapter
11 professional fees of $19,476. Inventories declined $15,534 during the 43
weeks ended June 29, 1996 due to continued emphasis on inventory control and
review of product category profitability. As part of this review Phar-Mor
determined that the music category of goods was not providing an adequate
return on the inventory invested and decided to exit the music category of
goods. The liquidation of this inventory resulted in a $5,713 reduction in
inventory during the 43 weeks ended June 29, 1996.
 
  Phar-Mor increased its cash position by $5,606 from operations and investing
activities during the 9 weeks ended September 2, 1995 and used $121,933 for
bankruptcy reorganization activities including cash distributions pursuant to
its bankruptcy plan of reorganization. Consequently, the net decrease in cash
position during the 9 week period ended September 2, 1995 was $116,327. Other
significant sources and uses of cash during the period were as follows:
 
  . Phar-Mor generated $8,129 from operations after net interest expense
    (including adequate protection payments) and professional fees actually
    paid that were associated with the bankruptcy proceedings, which totaled
    $6,479.
  . Phar-Mor invested $649 in property and equipment and $1,874 in rental
    video tapes. Phar-Mor generated $11,951 in net proceeds from GOB sales.
 
  . Phar-Mor paid $1,079 of equipment capital lease obligations.
 
  During the 52-week period ended July 1, 1995, Phar-Mor's cash position
increased $29,056. The significant sources and uses of cash for the period
were as follows:
 
  . Phar-Mor generated $84,164 of cash from operations after net interest
    expense (including adequate protection payments) and professional fees
    actually paid that were associated with the bankruptcy proceedings, which
    together totaled $32,592.
 
  . Phar-Mor generated $78,323 from GOB sales and sale of real property in
    Boardman, Ohio and Jacksonville, Florida. Of this amount $46,330 was paid
    to reduce principal on the Prepetition Revolving Credit Agreement and
    senior notes. Phar-Mor also received $3,194 from the sale of leasehold
    interests in 13 of the closed stores.
 
  . Phar-Mor invested $9,088 in property and equipment. The investments were
    primarily for store right-sizing, merchandising fixtures and financial
    systems. Phar-Mor invested $11,925 in video rental tapes.
 
  . Phar-Mor paid $3,744 of equipment capital lease obligations from December
    1994 (the date the new leases became effective) through July 1, 1995.
 
                                      111
<PAGE>
 
  From October 22, 1992 to the effective date of Phar-Mor's bankruptcy plan of
reorganization, Phar-Mor had debtor-in-possession revolving credit facilities.
The maximum amount available under the facilities ranged from $150,000 to
$50,000 during the pendency of the bankruptcy cases. Phar-Mor never borrowed
under the facilities, utilizing the credit availability only for standby
letters of credit of which the maximum amount outstanding during the pendency
of the bankruptcy cases was $9,814.
 
  During the 53 weeks ended July 2, 1994, Phar-Mor's cash position decreased
by $87,242. The significant sources and uses of cash for the period were as
follows:
 
  . Phar-Mor generated $26,331 of cash from operations, after net interest
    expense and professional fees associated with the bankruptcy proceedings,
    which together totaled $39,400.
 
  . Phar-Mor invested $12,904 in property and equipment. The majority of
    funds were invested in computer system development and implementation of
    POS scanning system. When fully implemented, these systems are expected
    to assist in controlling inventories and shrink at the store level and
    increase labor efficiencies. Further, Phar-Mor has invested in store
    remodeling to enhance merchandising presentation.
 
  . Phar-Mor invested $13,756 for rental video tape inventory.
 
  . Phar-Mor made principal payments of $76,300 against the Prepetition
    Revolving Credit Agreement and Senior Notes, using proceeds from the
    store closing sales completed by July 1993.
 
  . Phar-Mor made payments of $12,655 against liabilities required to be
    satisfied in the bankruptcy proceedings. Generally, these payments were
    for settlements with equipment financiers and amounts due landlords for
    rent, common area maintenance, and real estate taxes that accrued between
    August 17, 1992 and the date leases on closed stores were rejected.
 
TRENDS, DEMANDS, COMMITMENTS, EVENTS OR UNCERTAINTIES (ALL DOLLAR AMOUNTS IN
THOUSANDS)
 
  Management believes the availability of the Phar-Mor Revolving Credit
Facility, together with Phar-Mor's current cash position and expected cash
flows from operations for fiscal year 1997 will enable Phar-Mor to fund its
working capital needs and capital expenditures. Achievement of expected cash
flows from operations is dependent upon, among other things, Phar-Mor's
attainment of sales, gross profit and expense levels that are consistent with
its financial projections, and there can be no assurance that Phar-Mor will
achieve its expected cash flows. In connection with the proposed Transaction,
Phar-Mor is seeking the consent of its Lenders under the Phar-Mor Revolving
Credit Facility to continue or to replace the facility. There can be no
assurance that Phar-Mor will obtain the consents necessary to maintain the
facility.
 
  Investment activities for fiscal year 1997 are expected to total $39,486.
The major expenditures are expected to be (i) video rental tapes ($9,399),
(ii) redesigning and remodeling of existing stores ($8,873), (iii) systems and
technology ($7,069), and (iv) new stores ($3,601). Phar-Mor expects to finance
and meet its obligations for these capital expenditures through internally
generated funds and the use of the Phar-Mor's current cash position.
 
INFLATION
 
  Inflation has not had a significant effect on the results of operations of
Phar-Mor or its internal and external sources of liquidity.
 
                                      112
<PAGE>
 
                          DESCRIPTION OF CABOT NOBLE
 
GENERAL
 
  Cabot Noble was incorporated in July 1996 as a Delaware corporation for the
purpose of facilitating the Transaction. Cabot Noble has not conducted any
activities other than in connection with its organization and the Transaction.
Upon consummation of the Combination, each of Phar-Mor and ShopKo will be a
wholly owned subsidiary of Cabot Noble. Cabot Noble will have its headquarters
in Green Bay, Wisconsin. Cabot Noble's fiscal year will end on the Saturday
falling closest to January 31 in each calendar year.
 
  Cabot Noble's business initially will be the combined operations of Phar-Mor
and ShopKo, its proposed wholly owned subsidiaries. These operations are more
fully described in "Description of Phar-Mor" and "Description of ShopKo." The
property of Cabot Noble will be the properties of Phar-Mor and ShopKo, as more
fully described in "Description of Phar-Mor--Properties" and "Description of
ShopKo--Properties." Cabot Noble is a newly formed corporation and is not
currently subject to any legal proceedings. For a discussion of legal
proceedings relating to Phar-Mor and ShopKo, see "Description of Phar-Mor--
Legal Proceedings" and "Description of ShopKo--Legal Proceedings." While
management of Cabot Noble believes that the Transaction will create a combined
entity with resources to compete more effectively on a national basis, Cabot
Noble will be subject to the same competitive factors described under
"Description of Phar-Mor--Competition" and "Description of ShopKo--
Competition" and subject to some of the same risks and limitations as Phar-Mor
and ShopKo as detailed in "Risk Factors."
 
  Management of Cabot Noble will review the operations of Phar-Mor and ShopKo
and, upon completion of such review, will develop plans and proposals
regarding the integration or combination of various aspects of the respective
businesses of ShopKo and Phar-Mor.
 
DIRECTORS AND EXECUTIVE OFFICERS
 
  As of the Effective Date, the following persons will be the directors and/or
executive officers of Cabot Noble:
 
<TABLE>   
<CAPTION>
NAME                     AGE POSITION
- ----                     --- --------
<S>                      <C> <C>
Robert M. Haft..........  44 Chairman of the Board and Chief Executive
                              Officer, Cabot Noble and Phar-Mor
Dale P. Kramer..........  57 Director, Cabot Noble; President and Chief Executive Officer, ShopKo
Abbey J. Butler.........  59 Director
Melvyn J. Estrin........  52 Director
Linda Haft..............  46 Director
Malcolm T. Hopkins......  68 Director
Richard M. McCarthy.....  60 Director
                             Director
                             Director
                             Director
</TABLE>    
                   
                [other executive officers to be provided]     
   
  For information concerning Robert Haft and [each of the Phar-Mor executive
officers and directors listed above,] see "Description of Phar-Mor--Directors
and Executive Officers." For information concerning [each of] the ShopKo
executive officers listed above, see "Description of ShopKo--Executive
Officers of ShopKo."     
 
                                      113
<PAGE>
 
   
  At present, it is anticipated that Robert Haft will be the only named
executive officer of Cabot Noble from and after the Effective Date. It is
anticipated that certain of the named executive officers of Phar-Mor and
ShopKo will also perform services on behalf of Cabot Noble. ShopKo and Phar-
Mor have held discussions concerning, but have not agreed, whether or not
certain of such executive officers would become named executive officers of
Cabot Noble on or after the consummation of the Combination. See "Risk
Factors--Dependence on Key Personnel".     
          
  The Cabot Noble Certificate provides that the number of directors of Cabot
Noble will be not less than three (3) nor more than sixteen (16), subject to
the rights, if any, of holders of preferred stock to elect additional
directors. It is intended that, from and after the Effective Date, the Cabot
Noble Board will consist of ten directors, including (i) the six current
members of the Phar-Mor Board, (ii) one additional director to be designated
by the Phar-Mor Board in accordance with the provisions of the Combination
Agreement (the "Phar-Mor Designee"), (iii) Dale P. Kramer and (iv) two
additional directors to be designated by the ShopKo Board in accordance with
the provisions of the Combination Agreement (the "ShopKo Designees"). It is
possible, however, that the Cabot Noble Board may initially consist of as few
as seven directors, as the Phar-Mor Board and the ShopKo Board have not named
their respective designees to the Cabot Noble Board as of February  , 1997.
ShopKo has agreed in the Combination Agreement to use reasonable efforts to
designate the ShopKo nominees to the Cabot Noble Board prior to the Effective
Date.     
 
  Directors are divided into three classes serving staggered three-year terms.
At each annual meeting of Cabot Noble's stockholders, successors to the class
of directors whose term expires at such meeting will be elected to serve for
three-year terms and until their successors are elected and qualified. The
terms of         will expire at the 1997 annual meeting of stockholders, the
terms of         will expire at the 1998 annual meeting of stockholders, and
the terms of         will expire at the 1999 annual meeting of stockholders.
Officers are elected by, and serve at the discretion of, the Cabot Noble
Board.
 
  The Cabot Noble Certificate provides that the Cabot Noble Board shall have a
majority of "independent directors"; provided, however, that the Cabot Noble
Board as initially constituted pursuant to the Combination Agreement does not
need to meet such requirement. Any director elected or appointed to fill a
vacancy in the initial Cabot Noble Board (other than a vacancy attributable to
a director who is, at the time such vacancy is created, the Chief Executive
Officer of Cabot Noble) or a vacancy resulting from an increase in the size of
the Cabot Noble Board shall be an independent director until such time as a
majority of the Cabot Noble Board consists of independent directors. An
"independent director" is defined in the Cabot Noble Certificate as a director
who is not (a) an affiliate of Cabot Noble (except solely because such person
is a director of Cabot Noble), or (b) a present or former officer or employee
or any family member of an officer, director or employee, of Cabot Noble or
its subsidiaries.
 
MANAGEMENT COMPENSATION
 
  The directors and executive officers of Cabot Noble will receive no
compensation from Cabot Noble prior to the Effective Date. Certain of the
directors and executive officers of Cabot Noble are currently directors and/or
executive officers of Phar-Mor or ShopKo and are entitled to compensation and
certain other employment benefits from Phar-Mor and ShopKo, as set forth more
fully in "Description of Phar-Mor--Employment Contracts and Termination of
Employment and Change-in-Control Agreements" and "Description of ShopKo--
Employment Agreements--Executive Officers". See also "Risk Factors--Interests
of Management" and "Certain Transactions" for a discussion of certain
interests of the directors and executive officers of Phar-Mor and ShopKo in
the Transaction.
 
                                      114
<PAGE>
 
  The following table sets forth the annual cash compensation Cabot Noble
intends to pay commencing as of the Effective Date to its chief executive
officer, each of its other four most highly compensated executive officers and
to all executive officers as a group, for services to be rendered in all
capacities to Cabot Noble and its subsidiaries.
 
<TABLE>
<CAPTION>
 NAE OF INDIVIDUALM                                                                      ANTICIPATED
   OR NUMBER OF                                                                             ANNUAL
  PRSONS IN GROUPE                          CAPACITIES IN WHICH TO SERVE                 COMPENSATION
- ------------------          ------------------------------------------------------------ ------------
   <S>                      <C>                                                          <C>
   Robert M. Haft.......... Chairman of the Board and Chief Executive Officer                (a)
   Dale P. Kramer.......... President and Chief Executive Officer, ShopKo                 $  750,000(b)
   M. David Schwartz....... President and Chief Operating Officer, Phar-Mor                  960,000(c)
   William J. Podany....... Executive Vice President and Chief Operating Officer, ShopKo     616,000(b)
   Jeffrey A. Jones........ Senior Vice President and Chief Financial Officer, ShopKo        455,000(b)
   Executive Officers as a
    group
    (8 persons)............                                                               $3,806,500
</TABLE>
- --------
(a) See "Description of Phar-Mor--Employment Contracts and Termination of
    Employment and Change-in-Control Arrangements."
(b) Includes minimum bonus payments of $250,000, $176,000 and $130,000 for
    Messrs. Kramer, Podany and Jones, respectively, payable by ShopKo in
    fiscal year 1998. See "Certain Transactions--ShopKo Employment
    Agreements--Executive Officers."
(c) Includes a guaranteed bonus payment by Phar-Mor of $360,000 for fiscal
    year 1997. See "Description of Phar-Mor--Employment Contracts and
    Termination of Employment and Change-in-Control Arrangements" and "Certain
    Transactions--Phar-Mor Employment Agreements--Executive Officers."
 
EMPLOYMENT CONTRACTS
 
  Certain of the directors and executive officers of Cabot Noble have entered
into employment contracts with Cabot Noble or the proposed subsidiaries of
Cabot Noble, which will be effective as of the Effective Date. See
"Description of Phar-Mor--Employment Contracts and Termination of Employment
and Change-in-Control Agreements" and "Description of ShopKo--Employment
Agreements--Executive Officers" for a discussion of the relevant employment
contracts of each of these proposed subsidiaries.
 
DIRECTOR REMUNERATION
 
  Following the completion of the Transaction, each director of Cabot Noble
who is not also an employee of Cabot Noble or any of its subsidiaries will
receive an annual retainer fee of $25,000 and an attendance fee of $1,000
($2,000 in the case of a committee chairman) for each meeting of the Cabot
Noble Board, and of each of the committees of the Cabot Noble Board attended,
other than committee meetings occurring on a date on which a board meeting is
scheduled. All directors also will be reimbursed for travel and other out-of-
pocket expenses incurred by them in attending board or committee meetings.
 
  Pursuant to Cabot Noble's Director Stock Plan described below, directors
(including directors that are employees of Cabot Noble or its subsidiaries)
will receive an annual grant of options to purchase 5,000 Cabot Noble Shares,
and may elect to receive Cabot Noble Shares in lieu of all or a portion of
their annual retainers. Directors may elect to defer payment of all or a
portion of their annual retainers under a non-qualified, unfunded deferred
compensation plan. Deferred amounts will be invested, at the election of the
director, in an interest-bearing account or a stock equivalent account. The
amounts deferred, plus any appreciation thereon, will be paid in cash on the
dates specified by the director. See "--Director Stock Plan."
 
  Pursuant to Cabot Noble's Phantom Stock Plan described below, Cabot Noble
will credit certain non-employee directors annually with that number of Cabot
Noble Shares whose aggregate fair market value on a date as specified under
Cabot Noble's Phantom Stock Option Plan equals the amount of the then current
annual retainer payable to such director, or such other amount as may be
determined by resolution of the Compensation Committee of the Cabot Noble
Board. The award is not in the form of actual Cabot Noble Shares, and no
shares will be set aside for the benefit of such directors under the Cabot
Noble Phantom Stock Plan. The number of shares in each phantom stock account
is subject to adjustment for dilution and otherwise as set forth in Cabot
Noble's Phantom Stock Plan. See "--Director Phantom Stock Plan."
 
 
                                      115
<PAGE>
 
  Cabot Noble may, from time to time and in the sole discretion of the Cabot
Noble Board, grant additional options to directors under Cabot Noble's
Director Stock Plan, Stock Incentive Plan and Phantom Stock Plan, each of
which is described below. It is currently intended that all grants under such
plans will be in addition to any annual fees to be paid to directors.
 
STOCK INCENTIVE PLAN
 
  Cabot Noble has adopted the Cabot Noble, Inc. 1997 Stock Incentive Plan (the
"Stock Incentive Plan") in order to attract, reward and retain key personnel
(including officers, whether or not directors) of Cabot Noble and its
subsidiaries (including Phar-Mor and ShopKo) and certain other closely related
eligible persons who provide substantial services to such entities ("Eligible
Persons") and to provide them with long-term incentives that are linked to the
performance of the Cabot Noble Shares.
 
  The Stock Incentive Plan is administered by the Compensation Committee of
the Cabot Noble Board (the "Administrator"). A maximum of 5,500,000 Cabot
Noble Shares (subject to adjustment) may be issued upon the exercise of awards
granted under the Stock Incentive Plan. As of the Effective Date, a total of
1,000,000 Cabot Noble Shares will be subject to options granted under such
plan.
 
  The Stock Incentive Plan authorizes the issuance of options and (subject to
plan limitations) certain stock appreciation rights ("SARs"). As is customary
in incentive plans of this nature, the number and kind of shares available
under the Stock Incentive Plan, share limits, and shares subject to
outstanding awards are subject to adjustment in the event of certain
reorganizations, recapitalizations, stock splits, stock dividends, spin-offs,
property distributions or other similar extraordinary transactions or events
in respect of Cabot Noble or the Cabot Noble Shares. Cabot Noble Shares
relating to options or SARs that are not exercised or that expire or are
canceled will again become available for grant purposes under the Stock
Incentive Plan to the extent permitted by law and the plan. Awards may be
repriced or otherwise amended after grant, provided that the amendment does
not adversely affect the holder's rights without his or her consent. A maximum
of 300,000 Cabot Noble Shares may be subject to options that during any
twelve-month period are granted to any individual Eligible Person under the
Stock Incentive Plan.
 
  The exercise price under the Stock Incentive Plan generally may not be less
than the fair market value of one Cabot Noble Share on the date of grant or
such greater amount as may be determined by the Administrator. An option may
either be an incentive stock option, as defined in the Code, or a non-
qualified stock option. An incentive stock option may not be granted to a
person who owns more than 10% of the total combined voting power of all
classes of shares of Cabot Noble and its subsidiaries unless the exercise
price is at least 110% of the fair market value of the Cabot Noble Shares
subject to the option and such option by its terms is not exercisable after
expiration of five years from the date such option is granted. The aggregate
fair market value of the Cabot Noble Shares (determined at the time the option
is granted) for which incentive stock options may be first exercisable by an
option holder during any calendar year under the Stock Incentive Plan or any
other plan of Cabot Noble or its subsidiaries may not exceed $100,000. To the
extent the aggregate fair market value of such Cabot Noble Shares at the date
of grant exceeds $100,000, the incentive stock options for those Cabot Noble
Shares are treated as non-qualified stock options. A non-qualified stock
option is not subject to any of these limitations.
 
  Full payment for shares purchased on the exercise of any option must be made
at the time of such exercise in cash, in exchange for a promissory note by the
option holder in favor of Cabot Noble, by notice and third party payment, in
Cabot Noble Shares having a fair market value equal to the option exercise
price (either directly or by attestation), or any combination of cash,
promissory notes, third party payment and shares. In addition, option holders
may be permitted by the Administrator to reduce the number of shares to be
issued by Cabot Noble, deliver already owned Cabot Noble Shares (either
directly or by attestation) or obtain Cabot Noble financed loans in order to
satisfy applicable tax withholding requirements.
 
  Subject to early termination or acceleration provisions (which are
summarized below), an option generally will be exercisable, in whole or in
part, from the date specified in the related award agreement until the
expiration date, all as determined by the Administrator. Earlier expiration
may occur following a termination of service. In no event, however, is an
option under the Stock Incentive Plan exercisable more than ten years after
its date of grant.
 
                                      116
<PAGE>
 
  In its discretion, the Administrator may grant an SAR concurrently with or
following the grant of an option, including in circumstances involving a
Change in Control (as defined in the Stock Incentive Plan) or termination of
service, which SAR may extend to all or a portion of the shares covered by
such Option. An SAR is the right to receive payment of an amount equal to the
excess of the Fair Market Value (as defined in the Stock Incentive Plan) of
Cabot Noble Shares on the date of exercise of the SAR over the exercise price
of the related option. The Administrator, in its discretion, may provide for
payment upon exercise of an SAR to be solely in Cabot Noble Shares (valued at
Fair Market Value at date of exercise), in cash, or in a combination of Cabot
Noble Shares and cash, or leave the election of cash or stock to the
participant, subject to any applicable legal requirements. No SARs were
outstanding as of the Effective Date, although future options may include
provisions authorizing the Administrator, in the future, to permit an offset
of shares issuable (valued at their then fair market value) in lieu of the
payment of the exercise price and/or tax withholding obligation.
 
  The Administrator will have the right to establish, in connection with an
option grant, the effect of a termination of employment on the rights and
benefits under each option granted to an Eligible Person, and the
Administrator may make distinctions based upon the cause of termination.
 
  Upon the occurrence of either (A) a Change in Control Event (as defined in
the Stock Incentive Plan) or (B) under other circumstances (such as a
termination of service), the Administrator, in its discretion, may provide for
acceleration or extension of the exercisability of awards, or provide for
certain other limited benefits, which may include SARs, under some or all
awards and may determine the extent, duration and other conditions of such
additional rights by amendment to outstanding awards or otherwise.
 
  The Cabot Noble Board may terminate or amend the Stock Incentive Plan,
subject to the rights of holders of outstanding options. If an amendment would
(i) materially increase the benefits accruing to Eligible Persons under the
Stock Incentive Plan, (ii) materially increase the aggregate number of shares
that may be issued under the Stock Incentive Plan, or (iii) materially modify
the eligibility requirements for participation under the Stock Incentive Plan,
the amendment, to the extent deemed necessary by the Cabot Noble Board or the
Administrator or then required by applicable law, must be approved by the
shareholders.
 
  No taxable income will be recognized by an option holder upon the grant of a
non-qualified stock option. Upon exercise of a non-qualified stock option, the
option holder will realize ordinary income in an amount measured by the excess
of the Fair Market Value of the shares acquired on the date of exercise over
the exercise price, and Cabot Noble will be entitled to a corresponding
deduction. The option holder's tax basis for the shares acquired will be equal
to their fair market value on the date of exercise. Upon a subsequent sale or
exchange of the shares, the participant will recognize short-term or long-term
capital gain or loss equal to the difference between the amount realized and
the tax basis for the shares sold or exchanged. Cabot Noble will not be
entitled to any further deduction at that time.
 
  No taxable income will be recognized by an option holder upon the grant of
an incentive stock option nor upon its exercise, provided that the exercise
occurs, in general, during employment or within three months after termination
of employment. However, the excess of the Fair Market Value of the shares
acquired by such exercise over their option price is included in determining
the option holder's alternative minimum taxable income subject to the
alternative minimum tax. If shares acquired pursuant to an incentive stock
option are not sold or otherwise disposed of within two years from the date
the option is granted and within one year after the date of exercise, any gain
or loss resulting from disposition of the stock will be treated as long-term
capital gain or loss. If shares acquired upon exercise of an incentive stock
option are disposed of prior to the expiration of such holding periods, the
option holder will recognize ordinary income in the year of such disposition
in an amount equal to the excess of the lesser of the Fair Market Value of the
shares on the date of exercise and the Fair Market Value of the shares on the
date of disposition, over their exercise price. Any remaining gain or loss
will be long or short-term capital gain or loss, depending on how long the
shares were held.
 
  Cabot Noble will not be entitled to any deduction as a result of the grant
or exercise of an incentive stock option, or on a later disposition of the
stock received, except that in the event of a sale of shares received on
exercise in a disqualifying disposition (as described above), Cabot Noble will
be entitled to a deduction equal to the amount of ordinary income recognized
by the option holder.
 
                                      117
<PAGE>
 
  No taxable income will be recognized by a participant upon the grant of an
SAR, and Cabot Noble will not be entitled to a deduction. Upon the exercise of
an SAR, the participant will generally recognize ordinary income in an amount
equal to the cash and/or Fair Market Value of the shares received, and Cabot
Noble will be entitled to a corresponding deduction. If a participant receives
shares of stock, then the amount recognized as ordinary income becomes the
participant's tax basis for determining gain or loss (taxable either as short-
term or long-term capital gain or loss, depending on whether or not the shares
are held for more than one year) on the subsequent sale of such stock. The
holding period for such shares commences as of the date ordinary income is
recognized.
 
  If, as a result of a Change in Control Event, a participant's awards become
immediately exercisable, the additional economic value, if any, attributable
to the acceleration may be deemed a "parachute payment." The additional value
will be deemed a parachute payment if such value, when combined with the value
of other amounts or payments that are deemed to result from the change in
control, equals or exceeds a threshold amount equal to 300% of the
participant's average annual taxable compensation for the five calendar years
preceding the year in which the change in control occurs. In such case, the
excess of the total parachute payments over such participant's average annual
taxable compensation will be subject to a 20% non-deductible excise tax in
addition to any income tax payable. Cabot Noble will not be entitled to a
deduction for the portion of any parachute payment that is subject to the
excise tax and the excess parachute payment will reduce the $1 million limit
under Section 162(m) of the Code described below.
 
  Notwithstanding the foregoing discussion of the deductibility of
compensation under the Stock Incentive Plan by Cabot Noble, Section 162(m) of
the Internal Revenue Code renders non-deductible to a publicly-held company
compensation to certain employees required to be named in its Summary
Compensation Table in excess of $1 million in any year, unless such excess
compensation is performance-based (as defined) or is otherwise exempt from
these limits on deductibility. The applicable conditions of an exemption for
performance-based compensation (which includes options granted at fair market
value) include, among others, certain substantive, objective standards,
shareholder approval and administrative requirements. No assurances can be
given that the applicable law or regulations will not change or that
compensation under the Stock Incentive Plan to such persons will be deductible
by Cabot Noble.
 
DIRECTOR STOCK PLAN
 
  Cabot Noble has adopted the Cabot Noble, Inc. 1997 Director Stock Plan (the
"Director Stock Plan"). The Cabot Noble Board believes that the ownership of
Cabot Noble Shares by directors supports the maximization of long-term
shareholder value by aligning the interests of directors with those of
shareholders. The Director Stock Plan is designed to facilitate the ownership
of Cabot Noble Shares by directors. The purpose of the Director Stock Plan is
to promote the long-term growth of Cabot Noble by enhancing its ability to
attract and retain highly qualified and capable directors with diverse
backgrounds and experience and by increasing the proprietary interest of
directors in Cabot Noble.
 
  Under the Director Stock Plan, each director will receive an annual grant of
an option to purchase 5,000 Cabot Noble Shares. If a director begins service
on a date other than the date of the annual meeting of Cabot Noble
Shareholders in any year, the number of shares subject to the option shall be
prorated. In the case of the Cabot Noble Board to be appointed upon the
consummation of the Transaction, those Board members who received grants of
Phar-Mor Shares pursuant to the Phar-Mor Director Stock Plan in Phar-Mor's
fiscal year 1996 will not receive any grants under Cabot Noble's Director
Stock Plan as of the Effective Date. The other members of the Cabot Noble
Board will receive a portion of their annual grants prorated to the Effective
Date, pursuant to the terms of the Director Stock Plan.
 
  In addition to the annual grants of options under the Director Stock Plan,
each director may elect to receive Cabot Noble Shares in lieu of all or a
portion of his or her annual retainer. The number of Cabot Noble Shares
issuable in the event of such election will be based upon the fair market
value per Cabot Noble Share (as defined in the Director Stock Plan) on
February 1st in the year of such election, and will be determined by dividing
such fair market value into the amount of the annual retainer that the
director elected to receive in Cabot Noble Shares.
 
                                      118
<PAGE>
 
  A maximum of 250,000 Cabot Noble Shares will be available for the award of
shares and the grant of options under the Director Stock Plan, subject to
adjustment in the event of stock splits, stock dividends or changes in
corporate structure affecting Cabot Noble Shares. To the extent a stock option
granted under the Director Stock Plan expires or terminates unexercised, the
Cabot Noble Shares allocable to the unexercised portion of such option will be
available for awards under the Director Stock Plan. In addition, to the extent
that shares are delivered (actually or by attestation) to pay all or a portion
of an option exercise price, such shares will become available for awards
under the Director Stock Plan.
 
  The exercise price per share of all stock options granted under the Director
Stock Plan will be 100% of the fair market value per Cabot Noble Share (as
defined by the Director Stock Plan) on the grant date. Options granted under
the Director Stock Plan vest and are exercisable immediately, and may be
exercised until the fifth anniversary of the date of grant. Options may be
exercised either by the payment of cash in the amount of the aggregate option
price or by surrendering (or attesting to ownership of) Cabot Noble Shares
owned by the participant for at least six months prior to the date the option
is exercised, or a combination of both, having a combined value equal to the
aggregate option price of the shares subject to the option or portion of the
option being exercised. Any option or portion thereof that is not exercised on
or before the fifth anniversary of the date of grant shall expire.
 
  The federal income tax consequences of options under the Director Stock
Option Plan are the same as those described above for non-qualified options
under the Stock Incentive Plan.
 
  The Director Stock Plan is administered by the Compensation Committee of the
Cabot Noble Board. The Cabot Noble Board may amend or terminate the Director
Stock Plan at any time, but the terms of any option granted under the Director
Stock Plan may not be adversely modified without the participant's consent.
 
DIRECTOR PHANTOM STOCK PLAN
 
  The Cabot Noble, Inc. 1997 Director Phantom Stock Plan (the "Phantom Stock
Plan") awards certain deferred compensation to any director of Cabot Noble who
is not an employee of Cabot Noble or a subsidiary of Cabot Noble and who has
served as a director of Cabot Noble, ShopKo or Phar-Mor for at least three
years (an "Eligible Director"). Under the Phantom Stock Plan, Cabot Noble will
establish a phantom stock account for each Eligible Director which is credited
annually by that number of Cabot Noble Shares whose aggregate fair market
value on a date as specified under the Phantom Stock Plan equals the amount of
the then current annual retainer payable to such Eligible Director, or such
other amount as may be determined by resolution of the Compensation Committee
of the Cabot Noble Board. The award is not in the form of actual Cabot Noble
Shares, and no Cabot Noble Shares will be set aside for the benefit of
Eligible Directors under the Phantom Stock Plan. The number of shares in each
phantom stock account is subject to adjustment for dilution and otherwise as
set forth in the Phantom Stock Plan. On the Effective Date, all amounts in
Phar-Mor director phantom stock accounts created pursuant to the Phar-Mor
Phantom Stock Plan will be credited to Cabot Noble phantom stock accounts
under the Phantom Stock Plan. No grants will be made pursuant to the Phantom
Stock Plan on the Effective Date. Rather, all Eligible Directors will receive
their first grants thereunder upon the first annual grant date following the
Effective Date as determined pursuant to the Phantom Stock Plan.
 
  Awards made under the Phantom Stock Plan are payable solely in cash upon the
effective date of the first to occur of: (1) the Eligible Director's
resignation from the Cabot Noble Board; (2) the Eligible Director's failure to
be elected or re-elected to the Cabot Noble Board; (3) the retirement of the
Eligible Director from the Board; or (4) death or permanent disability of the
Eligible Director. The amount of the payment will be calculated based upon the
fair market value of the shares of phantom stock recorded in the Eligible
Director's phantom stock account (including all accrued cash dividends) as of
the date of distribution.
 
  No taxable income will be recognized by a director upon the grant of a
phantom stock award, and Cabot Noble will not be entitled to any deduction. A
director will recognize ordinary income upon payment in satisfaction of such
award equal to such payment, and Cabot Noble will be entitled to a
corresponding deduction.
 
                                      119
<PAGE>
 
PRO FORMA BENEFICIAL OWNERSHIP OF CABOT NOBLE SHARES
 
  Set forth in the following table is certain information with respect to the
beneficial ownership of Cabot Noble upon consummation of the Transaction, and
certain information with respect to the beneficial ownership of Cabot Noble by
(i) each pro forma holder of five percent or more of the outstanding Cabot
Noble Shares, (ii) all individuals who will be directors of Cabot Noble as of
the Effective Date, (iii) the executive officers named in the Summary
Compensation Table under "--Management Compensation;" and (iv) all directors
and executive officers as of the Effective Date as a group. This table assumes
that all Phar-Mor Shares and ShopKo Shares will be exchanged for Cabot Noble
Shares, and that all outstanding options and warrants to acquire Phar-Mor
Shares or ShopKo Shares will convert to Cabot Noble Options or Cabot Noble
Warrants, respectively. A person or entity is considered to "beneficially own"
any shares (i) over which such person or entity exercises sole or shared
voting or investment power or (ii) which such person or entity has the right
to acquire at any time within 60 days (e.g., through the exercise of options
or warrants).
 
<TABLE>   
<CAPTION>
                                                                NUMBER OF
                                                  PERCENT  CABOT NOBLE SHARES
      NAME AND ADDRESS OF  AMOUNT AND NATURE OF     OF    WHICH MAY BE ACQUIRED
      BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(2)  CLASS    WITHIN 60 DAYS(3)
      ------------------- ----------------------- ------- ---------------------
<S>                       <C>                     <C>     <C>
Heartland Advisors,              5,592,654(4)(5)   7.8%               --
 Inc.....................
 790 North Milwaukee
 Street
 Milwaukee, Wisconsin
 53202
Hamilton Morgan,                 4,908,435(6)      6.9%           204,402(7)
 L.L.C. .................
 3000 K Street, N.W.,
 Suite 105
 Washington, D.C. 20008
Robert M. Haft...........        4,908,435(8)      6.9%           204,402(7)
 20 Federal Plaza West
 Youngstown, Ohio 44501
FoxMeyer Health                  4,908,435(8)      6.9%           204,402(7)
 Corporation.............
 55910 N. Central Expwy,
 Ste 178
 Dallas, Texas 75206
supervalu inc............        4,625,743(4)      6.5%               --
 11840 Valley View Road
 Eden Prairie, MN 55440
Dale Kramer..............        1,373,750(4)      1.9%         1,099,000(4)(9)
 700 Pilgrim Way
 P.O. Box 19060
 Green Bay, Wisconsin
 54307-9060
William J. Podany........          588,750(4)         *           490,625(4)(9)
 700 Pilgrim Way
 P.O. Box 19060
 Green Bay, Wisconsin
 54307-9060
Jeffrey A. Jones.........          314,000(4)         *           314,000(4)(9)
 700 Pilgrim Way
 P.O. Box 19060
 Green Bay, Wisconsin
 54307-9060
M. David Schwartz........          176,250            *           170,000(9)
 20 Federal Plaza West
 Youngstown, Ohio 44501
Abbey J. Butler..........        4,918,435(10)     6.9%            10,000(11)
 55910 N. Central Expwy,
 Ste 178
 Dallas, Texas 75206
Melvyn J. Estrin.........        4,918,435(10)     6.9%            10,000(11)
 55910 N. Central Expwy,
 Ste 178
 Dallas, Texas 75206
Linda Haft...............           10,000            *            10,000(11)
 20 Federal Plaza West
 Youngstown, Ohio 44501
Richard M. McCarthy......           11,304            *            10,000(11)
 20 Federal Plaza West
 Youngstown, Ohio 44501
</TABLE>    
 
                                      120
<PAGE>
 
<TABLE>   
<CAPTION>
                                                                NUMBER OF
                                                  PERCENT  CABOT NOBLE SHARES
      NAME AND ADDRESS OF  AMOUNT AND NATURE OF     OF    WHICH MAY BE ACQUIRED
      BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(2)  CLASS    WITHIN 60 DAYS(3)
      ------------------- ----------------------- ------- ---------------------
<S>                       <C>                     <C>     <C>
Malcolm T. Hopkins......            10,000            *            10,000(10)
 20 Federal Plaza West
 Youngstown, Ohio 44501
All Directors and
 Executive Officers,
 including those named
 above, as a Group (8
 persons)...............         7,412,489(4)(12)  10.6%        2,539,057(4)
</TABLE>    
- --------
 (*less than 1%)
 
 (1) No director or executive officer is the beneficial owner of other equity
     securities of Cabot Noble or any of its subsidiaries.
 (2) Unless otherwise indicated, each person or entity has sole investment
     power and sole voting power with respect to the Cabot Noble Shares
     beneficially owned by such person or entity.
 (3) This column lists the number of Cabot Noble Shares which the named person
     or entity has the right to acquire within 60 days after       1997
     through the exercise of Cabot Noble Options and Cabot Noble Warrants. The
     shares shown in this column are included in the Amount and Nature of
     Beneficial Ownership column.
   
 (4) Assumes a ShopKo Exchange Ratio of 3.140.     
   
 (5) Based on a Schedule 13G filed by Heartland Advisors, Inc. on February 14,
     1997. Heartland Advisors, Inc. has sole voting power with respect to
     5,137,668 Cabot Noble Shares and sole dispositive power with respect to
     5,592,654 Cabot Noble Shares, assuming a ShopKo Exchange Ratio of 3.14.
            
 (6) Includes 3,750,000 Cabot Noble Shares owned directly by Hamilton Morgan,
     and (i) 954,033 Cabot Noble Shares held directly by FoxMeyer Health, (ii)
     91,902 Cabot Noble Shares subject to purchase by FoxMeyer Health within
     60 days upon exercise of Cabot Noble Warrants and (iii) 112,500 Cabot
     Noble Shares subject to purchase by Mr. Haft within 60 days upon exercise
     of Cabot Noble Options (all such shares held directly by FoxMeyer Health
     and subject to purchase by FoxMeyer Health and Mr. Haft being
     collectively referred to herein as the "Proxy Shares"). Hamilton Morgan
     has been granted sole voting power over the Proxy Shares as a result of
     irrevocable proxies granted to Hamilton Morgan by FoxMeyer Health and Mr.
     Haft. See "Description of Phar-Mor--Potential Changes in Control."
     Information concerning beneficial ownership of Cabot Noble Shares by
     FoxMeyer Health is based on information furnished to Phar-Mor as of
     September 27, 1996 by FoxMeyer Health. For further information about
     developments potentially affecting the beneficial ownership and/or voting
     rights of the Cabot Noble Shares to be held by Hamilton Morgan, FoxMeyer
     Health and Messrs., Haft, Butler and Estrin, see "Description of Phar-
     Mor--Security Ownership of Certain Beneficial Owners and Management" and
     "Risk Factors--Hamilton Morgan Issues."     
          
 (7) Includes 91,902 Cabot Noble Shares subject to purchase by FoxMeyer Health
     within 60 days upon exercise of Cabot Noble Warrants and 112,500 Cabot
     Noble Shares subject to purchase by Mr. Haft within 60 days upon exercise
     of Cabot Noble Options awarded to Mr. Haft (of which Cabot Noble Options
     to purchase 102,500 Cabot Noble Shares were awarded under the Stock
     Incentive Plan). Pursuant to Mr. Haft's employment agreement with Phar-
     Mor, if the Transaction is consummated, Mr. Haft would have the right to
     terminate his employment and accelerate the vesting of his options. Mr.
     Haft has indicated to the Phar-Mor Board that he would consider an
     amicable termination of his Phar-Mor employment agreement under certain
     conditions, including his employment as the Chairman and Chief Executive
     Officer of Cabot Noble under an employment agreement to be negotiated.
     See "Description of Phar-Mor--Employment Contracts and Termination of
     Employment and Change-in-Control Arrangements" and note 8 below.     
   
 (8) Includes 3,750,000 Cabot Noble Shares held directly by Hamilton Morgan
     and the 1,158,435 Proxy Shares with respect to which Hamilton Morgan has
     sole voting power. See note 4 above. Pursuant to the terms of the
     Hamilton Morgan LLC Agreement, all of such Cabot Noble Shares may be
     voted only with the unanimous consent of Hamilton Morgan's members. As of
     September 13, 1996, Robert M. Haft and his wife, Mary Z. Haft, as tenants
     by the entirety, owned 30.2% of the membership interests in Hamilton
     Morgan, Robert Haft is the president of Hamilton Morgan and FoxMeyer
     Health owned 69.8% of the membership interests in Hamilton Morgan.
     Accordingly, each of FoxMeyer Health and Mr. Haft have shared voting
     power with respect to all Cabot Noble Shares beneficially owned by
     Hamilton Morgan. The Proxy Shares include options to purchase 51,250
     Cabot Noble Shares awarded to Mr. Haft under the Stock Incentive Plan.
     For further information about developments potentially affecting the
     beneficial ownership and/or voting rights of the Cabot Noble Shares to be
     held by Hamilton Morgan, FoxMeyer Health and Messrs. Haft, Butler and
     Estrin, see "Description of Phar-Mor--Security Ownership of Certain
     Beneficial Owners and Management" and "Risk Factors--Hamilton Morgan
     Issues."     
          
 (9) All such Cabot Noble Shares are subject to purchase by the indicated
     person within 60 days upon exercise of options subject to the Stock
     Incentive Plan.     
   
(10) Messrs. Butler and Estrin are co-chairmen of the board, co-chief
     executive officers and major shareholders of FoxMeyer Health. Messrs.
     Butler and Estrin disclaim beneficial ownership of the 4,908,435 Cabot
     Noble Shares shown as being beneficially owned by FoxMeyer Health and
     Hamilton Morgan. See Note 8 above.     
   
(11) All such Cabot Noble Shares are subject to purchase within 60 days by the
     indicated person upon exercise of options subject to the Director Stock
     Plan.     
   
(12) Includes 4,908,435 Cabot Noble Shares which Mr. Haft is deemed to
     beneficially own, as described above in note 8.     
 
                                      121
<PAGE>
 
                             DESCRIPTION OF SHOPKO
 
GENERAL
 
  ShopKo was founded in 1961 and was acquired by supervalu in 1971. In October
1991, ShopKo completed the initial public offering of ShopKo Shares. ShopKo's
principal executive offices are located at 700 Pilgrim Way, Green Bay,
Wisconsin 54304, and its telephone number is (414) 497-2211. As used herein,
unless otherwise indicated, "ShopKo" includes ShopKo Stores, Inc. and its
consolidated subsidiaries.
 
  ShopKo is a leading regional retailer engaged in the business of providing
general merchandise and health services through its retail stores. As of
December 31, 1996, ShopKo operated 130 retail stores in 18 Upper Midwest,
Pacific Northwest and Western Mountain states. ShopKo is also engaged in the
business of providing health services through its subsidiary, ProVantage,
which specializes in prescription benefit management, mail service pharmacy,
vision benefit management and health care decision support services. These
businesses are conducted throughout the United States. ShopKo has recently
launched a free-standing optical center strategy, which will begin with four
stores by the end of fiscal 1997.
 
  ShopKo conducts business in two business segments: general merchandise and
health services. General merchandise is the sale of softline and hardline/home
goods in retail stores. Health services include professional pharmacy and
optical services provided in the retail stores and the above-referenced
ProVantage services which are provided through other facilities. Financial
information about these segments is included in Note K of ShopKo's Notes to
Consolidated Financial Statements.
 
  ShopKo's net sales derived from sales of softline goods were approximately
23% in fiscal year 1996 and 22% in fiscal years 1995 and 1994. Net sales
derived from sales of hardline/home goods were approximately 54%, 58% and 59%
in fiscal years 1996, 1995 and 1994, respectively. ShopKo's net sales derived
from health services were approximately 23%, 20% and 19% in fiscal years 1996,
1995 and 1994, respectively. Net sales in the first half of fiscal 1997
derived from sales of softline goods were approximately 25%, net sales from
sales of hardlines/home goods were approximately 43%, and net sales derived
from health services were approximately 32%. The above sales percentages have
been restated to reflect how ShopKo currently manages its merchandise
assortment.
 
  ShopKo's fiscal year ends on the last Saturday of February. For example,
fiscal 1996 was the period from February 26, 1995 to February 24, 1996.
 
MERCHANDISING PHILOSOPHY--MANAGEMENT
 
  ShopKo is committed to offering quality merchandise and service in its
stores to meet customers' lifestyle requirements for casual apparel, home,
health and family, selling products at prices which communicate value. ShopKo
strives to differentiate itself from its competition.
 
  Continuous improvement and enhancement of the Vision 2000 concept is
accomplished through ShopKo's multidisciplinary Senior Merchandising and
Marketing Team ("SMMT"). Headed by the Chief Operating Officer, the SMMT
consists of ShopKo's senior executives from the areas of merchandising,
logistics and replenishment, advertising, in-store marketing and store
operations. The SMMT seeks to create a performance-driven culture predicated
on fast, friendly customer service. The SMMT has recently completed an
intensive reengineering of the work processes of ShopKo's central organization
and store operations. The reengineered work processes require centralized
decisions with respect to product selection, pricing, space utilization and
marketing to allow store personnel to focus solely on overall customer
satisfaction through inventory in-stock position, creation of a friendly
shopping environment and simplification of the shopping experience to allow
customers to complete their shopping as quickly as they desire.
 
  With respect to general merchandise, ShopKo's goal is to improve performance
by meeting customer needs more quickly and having more of what people expect
as their lifestyle needs change. ShopKo merchandise has
 
                                      122
<PAGE>
 
been reorganized into stratified categories that are defined and driven by
customer lifestyles and end usage. This stratification process has allowed
ShopKo to identify and prioritize growth potentials based on the changing
lifestyle needs of its customers. Through an "infrastructural funding
process", ShopKo management allocates store shelf space, inventory commitments
and external advertising space among the various categories of merchandise.
Heavier infrastructure commitments are given to those categories in which
ShopKo has achieved market dominance and other categories believed by ShopKo
management to have the potential to become categories of dominance. Regular
and systematic analysis of category stratification is performed at various
levels as part of ShopKo's business planning process.
 
MERCHANDISING AND SERVICES--GENERAL MERCHANDISE
 
  ShopKo carries a wide selection of branded and private label "softline"
goods such as women's, men's and children's apparel, shoes, jewelry, health
and beauty aids, cosmetics and accessories and "hardline/home" goods such as
housewares, home textiles, household supplies, home entertainment products,
small appliances, furniture, music/videos, toys, sporting goods, social
occasion products, candy, snack foods, seasonal and everyday basic categories.
ShopKo's stores carry a broad assortment of merchandise, thus providing
customers with a convenient one-stop shopping source for everyday items.
ShopKo's accommodating customer service policies provide customers with a
pleasant shopping experience.
 
  ShopKo believes that it offers leading brand names in its merchandise lines,
concentrating on brands which have wide customer acceptance and provide
quality and value. In addition, ShopKo has well-developed private label
programs. ShopKo subjects its private label merchandise and direct imports to
independent testing and certification for product performance safety and fit.
In addition, ShopKo's in-house quality assurance and technical design team
analyzes and develops the quality of its fashion offerings. This allows ShopKo
to deliver a better and more consistent product, with greater control and
efficiency.
 
MERCHANDISING AND SERVICES--HEALTH SERVICES
 
  ShopKo provides professional health care services in most of its stores. Of
ShopKo's 130 stores as of September 30, 1996, 129 include pharmacy centers and
127 include optical centers. In addition to generating store traffic and
building customer loyalty, these services contribute significantly to ShopKo's
overall profitability and provide the opportunity for additional growth. Each
store with pharmacy and optical centers employs or contracts with an average
of approximately three licensed pharmacists, one licensed optometrist and six
opticians. ShopKo's optometrists perform in-store eye exams and prescribe
corrective lenses, most of which are fabricated in ShopKo's 10,000 square foot
centralized optical laboratory and in 77 in-store finishing labs. The in-store
finishing labs typically service other stores in the vicinity and provide
customers with same day or next day optical service for single vision lenses.
   
  As an expansion of its traditional retail pharmacy services, in fiscal 1994
ShopKo launched its prescription benefit management ("PBM") division by
forming ProVantage Mail Service, a prescription management and mail service
pharmacy that is offered to health care plan sponsors across the country.
Since that time, ProVantage has developed into a full service PBM, providing
custom prescription benefit plan design, a network of over 40,000 retail
pharmacies, program administration and claims and benefit processing services
to insurance companies, third party administrators and self-funded health care
plan sponsors. In August 1996, ShopKo completed the acquisition of the
CareStream Scrip Card business formerly owned by subsidiaries of FoxMeyer
Health. See "Certain Transactions--CareStream Scrip Card Acquisition by
ShopKo." CareStream Scrip Card is a PBM firm which provides services similar
to those provided by ProVantage. As health care plan sponsors face pressure to
reduce rising health care costs, they are increasingly directing plan
participants to utilize managed care pharmacy benefit programs developed and
administered by PBM firms. These programs control pharmacy costs by
supervising decisions regarding which drugs are dispensed and whether they are
dispensed by retail or mail service pharmacies. ShopKo believes that
ProVantage is positioned to provide health care plan sponsors with
prescription benefit programs that substantially reduce prescription costs,
ultimately reducing the overall cost of health care.     
 
                                      123
<PAGE>
 
   
  Another recently launched initiative is ProVantage Vision Benefit Management
Service ("VBM"). VBM has established a network of ophthalomogists,
optometrists and opticians who have agreed to provide health care services at
discounted rates to participants in health care plans sponsored by VBM's
clients. These clients may offer discount, prepaid or integrated
medical/surgical plans to their participants. For those clients who do not
elect to self insure, VBM offers insured plans through an unaffiliated
insurer. In August, 1996, ProVantage completed the acquisition of United
Wisconsin Insurance Company's vision benefit management business. This
acquisition gave VBM an immediate market presence in the vision benefit
management industry. The acquired business provides vision benefit management
services to over 100,000 plan participants, and operates through a provider
network of over 900 ophthalmologists and optometrists operating in over 20
states. This network will eventually be folded into the national vision
benefit network of retail chains and private ophthalmologists and optometrists
that VBM is in the process of developing. VBM will also offer to private label
its national network for network participants looking to offer vision benefit
management services to their local-based clients. VBM offers insured as well
as uninsured products, direct services to insurance companies and turnkey
operations for managed care organizations. The insured products are sold by
licensed independent and employee sales agents, and are underwritten by a
licensed insurance company. VBM's arrangement with this insurance company
provides that as consideration for VBM's marketing of the insurer's vision
products, VBM shall be the sole and exclusive administrator of these products,
and is entitled to the net profits derived therefrom. VBM has also
contractually agreed to provide the insurer with stop-loss protection for
claims arising under these products.     
 
  In addition, ShopKo opened two new free-standing optical centers, Vision
Advantage, during the third quarter of fiscal 1997. Two additional Vision
Advantage Stores will open during the first quarter of fiscal 1998. This
format will focus on providing value-priced, high quality eye wear that can be
manufactured in about an hour. Convenience to the customer, price and quality
will be the primary driving points of this business, which will leverage
heavily off of ShopKo's 18 years of retail optical experience.
   
  ProVantage has also installed DSS, a technology-driven process that provides
actionable information to decision makers within the health care industry. DSS
takes large amounts of enterprise-wide data, cleans the date to remove errors
and idiosyncrasies, and stores the data in a warehouse. From this warehouse,
health services executives and line managers can query the data for actionable
information that arrives quickly, without the need for interaction with the
client company's information services department. This information is used for
a variety of purposes, including the identification of physicians and other
health care providers performing outside the norm, or patients that are
candidates for case management. This process will leverage off of ShopKo's
significant technological investment in massively parallel processing and data
base management for its retail business. ProVantage's DSS initiative will have
two focal points. The first will be a product enhancement for utilization by
ProVantage's PBM which will facilitate the PBM's roll out of clinical programs
to its clients to lower their overall cost of health care. This product will
work heavily with the prescription data of ProVantage's customers. The second
DSS focal point will be through a stand-alone company called ProVMed, which
will apply these same principles to enterprise-wide sets of data, including
medical data. These applications will be marketed to and utilized by a variety
of health care plan sponsors, primarily mid-sized insurance companies and
managed care organizations. ProVMed is a joint venture between ProVantage and
American Medical Security Holdings, Inc. ("AMS"). ProVantage and AMS are in
the process of negotiating definitive joint venture agreements, but a
memorandum of understanding between the parties allocates 80% ownership of
ProVMed to ProVantage and 20% ownership to AMS.     
 
MARKETING AND ADVERTISING
 
  ShopKo markets its general merchandise and professional pharmacy and optical
services via weekly newspaper circulars to reach a broad based customer
segment consisting largely of middle income families. These full-color
circulars average 24 pages and feature values in all departments of the stores
and have a circulation of more than 3.5 million. Direct mail vehicles are used
selectively at key promotional periods and have a circulation of more than 5.0
million. All printed advertising materials are designed by ShopKo's in-house
graphic design team and photographed in ShopKo's own photography studio. In
addition to the newspaper circulars, ShopKo uses television and radio
advertising to support the image that ShopKo stores offer quality
 
                                      124
<PAGE>
 
merchandise and professional, courteous and expedient service to meet the
customer's lifestyle requirements at prices that communicate real value.
ShopKo's advertising plans are fully integrated with its general merchandise
business plan. All advertising expenditures are allocated on the basis of
category productivity, in accordance with the above-referenced infrastructure
funding process.
 
  ShopKo utilizes an integrated pricing strategy which is a part of its
general merchandise business planning process. ShopKo prices its merchandise
so as to be competitive with its discount retail competitors, utilizing
frequent advertising of a large group of specially priced high demand items to
reinforce its competitive price image and to generate store traffic, rather
than attempting to meet the lowest available price on every item. With its
Vision 2000 strategy, ShopKo believes it has provided its customers with
better product quality, greater variety, timely fashion and a more attractive
upscale shopping environment at generally competitive prices.
 
  ProVantage focuses its marketing efforts on self-funded medical plan
sponsors, third party administrators and insurance companies. ProVantage
markets its services through its own national sales force and a network of
independent brokers. This national sales team customizes each program to meet
each client's needs and cost containment goals.
 
STORE LAYOUT AND DESIGN
 
  ShopKo stores are designed for customer convenience and for effective
merchandise presentation. The Vision 2000 format features a fashion stage at
the store entrance to create the upscale image of the store. The stores also
feature full assortments of softlines, hard/home lines and professional
pharmacy and optical departments. A significant majority of ShopKo stores now
feature Vision 2000 merchandising, fixturing and product assortments. The
optical and pharmacy departments are placed near the front of the store with
the remainder of the store being laid out in a "racetrack" configuration which
takes customers between and around departments. ShopKo's current promotionally
priced items are prominently displayed.
 
  ShopKo has substantially remodeled its stores using the Vision 2000 format.
Thus far in fiscal 1997, ShopKo opened two new stores and remodeled six stores
under this format. ShopKo expects to continue to explore and test alternative
store layout and display techniques and merchandise mixes. Depending on the
cost of land acquisition, size of store and site preparation work, ShopKo
expects that a typical new store's cost for land acquisition, site
preparation, building and fixturing will approximate $6.0 to $11.0 million.
Remodels, which generally take place approximately every seven to ten years,
usually cost from $0.4 to $1.5 million per store. A store renovation, where
the square footage is expanded or more extensive remodeling is needed, usually
costs from $1.6 to $3.0 million per store.
 
  ShopKo's average store size is approximately 90,000 square feet with
approximately 84% of the stores greater than 74,000 square feet. ShopKo's
traditional new stores are based on one of three standard prototypes; a 99,000
square foot store, an 88,000 square foot store or a 74,000 square foot store.
The prototype selected depends on the community and the retail competition in
the immediate area. In comparison to old versions, ShopKo's current prototypes
feature a greater portion of store square footage dedicated to selling space
and less space dedicated to the storage of inventory.
 
STORE OPERATIONS AND MANAGEMENT
 
  ShopKo's policies of promoting store management personnel from within and
providing ongoing management training programs provide ShopKo with a pool of
store management talent available to manage new stores as they are opened.
ShopKo's present store managers have been employed by ShopKo in various
positions on an average of more than 14 years, and its assistant managers on
an average of 8 years.
 
  During fiscal 1996, ShopKo focused on re-engineering its core processes and
implemented a new management structure in its stores. These initiatives
increased management productivity and effectiveness while reducing the number
of managers in each store by eliminating processes which were not focused on
providing
 
                                      125
<PAGE>
 
excellent customer service. As a result of these initiatives, ShopKo store
managers are completely focused on overall customer satisfaction, through
attention to inventory in-stock position and creation of a friendly,
simplified shopping environment.
 
  ShopKo believes that a strong emphasis on customer satisfaction is a key
element in its strategy to differentiate itself from the competition. For the
past three years, ShopKo has engaged the services of a leading national
research firm to conduct its Customer Satisfaction Monitor program to measure
and quantify customer satisfaction in each store. Results have shown that in
fiscal 1996 more than 80% of the customers surveyed gave ShopKo top ratings
for overall satisfaction. ShopKo then gathers additional information from
customers who give ShopKo less than top ratings. This enables management to
clearly understand and address areas of concern and opportunity.
 
  Shopko utilizes a multi-media training program for training its front end
personnel. This program has made the in-store training process more thorough,
consistent and efficient.
 
  ShopKo maintains an extensive loss prevention program. ShopKo believes that
this program, which incorporates a consistently firm stance in dealing with
shoplifting and other forms of theft, has been effective in minimizing its
losses.
 
PURCHASING AND DISTRIBUTION
 
  ShopKo purchases merchandise from more than 2,400 vendors with its ten
largest vendors accounting for approximately 28% of ShopKo's purchases during
the first half of fiscal 1997. ShopKo believes that most merchandise, other
than branded goods, is available from a variety of sources. ShopKo is working
with its entire supply chain to link its vendors into ShopKo's general
merchandise business planning process to reduce costs and make the
replenishment function more efficient. Approximately 800 vendors were linked
to ShopKo's EDI purchase order systems as of September 30, 1996. Vendors are
now electronically receiving point-of-sale information, allowing them to
respond to changing inventory levels in the stores. ShopKo has also
implemented the use of electronic purchase order acknowledgments issued by
vendors based on the sales information they have received. In addition,
approximately 170 vendors are now electronically transmitting invoices
directly into ShopKo's automated invoice matching system.
 
  ShopKo continues to upgrade its merchandise planning, allocation and control
systems. In addition, SKU level physical inventories continue to significantly
improve perpetual inventory accuracy. ShopKo's management believes these
upgrades and improvements in the physical inventory process will allow ShopKo
to more effectively manage in-stock positions and better manage merchandise
assortment.
 
  Direct imports accounted for approximately 6% of ShopKo's purchases during
the first half of fiscal 1997. ShopKo buys its imported goods, principally in
the Far East, and ships the goods to its distribution centers for distribution
to the stores.
 
  Recent expansions of ShopKo's three distribution centers have enabled ShopKo
to increase the proportion of its merchandise purchased directly from
manufacturers (thus reducing its cost of goods), to reduce direct vendor-to-
store deliveries (thus reducing freight charges and cost of goods through
consolidated volume purchasing) and to increase the pick and pull capabilities
allowing ShopKo to enhance the effectiveness and efficiency of its store
replenishment process. ShopKo anticipates that these cost reductions will help
it remain price competitive. During the first half of fiscal 1997,
approximately 86% of the merchandise sold by ShopKo (excluding optical and
pharmaceutical products) flowed through its distribution centers.
 
  ShopKo's shoe department (other than athletic shoes) is in every store and
is the principal department operated by a third party under license. ShopKo
retains a percentage of the gross proceeds collected as rent.
 
                                      126
<PAGE>
 
MANAGEMENT INFORMATION SYSTEMS
 
  ShopKo uses information technology to improve customer service, reduce
operating costs and provide information for management decision support.
ShopKo utilizes modern point-of-sale terminal systems for electronic price
lookup and tracking sales information at store and SKU level. Integrated earth
satellite communications systems are used to provide on-line credit card and
check authorization. Portable radio-frequency terminals are used extensively
in the stores for merchandise receiving, stocking, replenishment, pricing and
label printing. ShopKo also makes extensive use of automated labor scheduling
systems within the stores.
 
  ShopKo's new pharmacy and optical systems have enhanced business and record
keeping efficiencies and improved ShopKo's ability to pursue third party
contracts. ShopKo's prescription benefit management division operates an
electronic network tying in approximately 40,000 retail pharmacies to process
third-party claims.
 
  ShopKo's warehouse management and financial systems are state-of-the-art
software packages. The warehouse management systems operate in a distributed
processing environment, providing complete warehouse functionality such as
conveyor control and direction of picking and put away processes via portable
radio-frequency terminals. The warehouse management systems communicate back
to the central computers over the earth satellite network to update perpetual
inventory records and accounting systems. The financial systems provide
complete retail general ledger, accounts payable, asset management and payroll
functions.
 
  ShopKo is aggressively moving from a purely mainframe environment to a
networked client/server architecture throughout the corporation. All stores,
distribution centers and corporate offices are now electronically connected
for transaction processing, electronic mail and multi-media training.
 
  ShopKo is in the process of replacing its merchandising applications with
new, open architecture client/server applications running on a massively
parallel processor. Utilizing world-class technology, these new applications
are the result of a large scale retail systems integration strategy. Several
of these new applications were completed within the last year, with the
remainder to be completed during fiscal 1998.
 
  Many of ShopKo's merchandising and health service applications are highly
data intensive. ShopKo has implemented advanced data warehousing and decision
support applications running on the massively parallel computer to provide
timely and actionable information to decision makers within ShopKo, and to our
health services clients over the Internet.
 
EXPANSION
 
  ShopKo opened five new stores in fiscal 1996, and two new stores in fiscal
1997, one of which was a relocation. ShopKo also opened two Vision Advantage
free-standing optical centers as part of a new retail format. With respect to
expansion plans after fiscal 1997, ShopKo is de-emphasizing the construction
of traditional new stores, and is reviewing alternative store growth options.
With respect to store remodels, ShopKo completed 13 remodels under the VISION
2000 format during fiscal 1996. The rate of remodeling activity in fiscal 1996
was substantially reduced compared to fiscal 1995 and is expected to
approximate the future annual level of major remodels based on a seven to ten
year cycle. Six of the seven store remodel projects planned by ShopKo for
fiscal 1997 have been completed. The seventh remodel will be completed during
the third quarter of fiscal 1997. Store expansion and remodeling plans are
subject to change and normal delays.
 
  ProVantage is intensifying its marketing efforts and anticipates continued
growth in the number of plan participants during fiscal 1997. As of August 1,
1996, ProVantage has over 4 million plan participants under management,
including 1.2 million plan participants from the recent acquisition of
CareStream Scrip Card. This is compared to the 1.6 million plan participants
under management at the end of fiscal 1996 and 0.6 million plan participants
under management at the end of fiscal 1995. Plan participants are persons who
are enrolled in or are entitled to company managed prescription benefits under
a health plan.
 
                                      127
<PAGE>
 
   
  Another recently launched initiative is ProVantage Vision Benefit Management
Service ("VBM"). In August, 1996, ProVantage completed the acquisition of
United Wisconsin Insurance Company's vision benefit management business. This
acquisition gave ProVantage's VBM an immediate market presence in the vision
benefit management industry. The acquired business provides vision benefit
management services to over 100,000 plan participants, and operates through a
provider network of over 900 ophthalmologists and optometrists in 20 states.
This network will eventually be folded into the national vision benefit
network of retail chains and private opthamologists and optometrists that
ProVantage's VBM is in the process of developing. Through this network, VBM
offers a variety of flexible products including prepaid vision plans, primary
eye care, integrated medical surgical plans, and discount plans. ProVantage's
VBM will also offer to private label its national network to network
participants looking to offer vision benefit management services to their
local-based clients. ProVantage's VBM offers insured as well as uninsured
products, direct services to insurance companies and turnkey operations for
managed care organizations. The insured products are sold by licensed
independent and employee sales agents, and are underwritten by a licensed
insurance company. VBM's arrangement with this insurance company provides that
as consideration for VBM's marketing of the insurer's vision products, VBM
shall be the sole and exclusive administrator of these products, and is
entitled to the net profits derived therefrom. VBM has also contractually
agreed to provide the insurer with stop-loss protection for claims arising
under these products.     
 
  ShopKo opened two new free-standing optical centers, Vision Advantage,
during the third quarter of fiscal 1997. Two additional Vision Advantage
stores will be opened during the first quarter of fiscal 1998. This format
will focus on providing value-priced, high quality eyewear that can be
manufactured in about an hour. Convenience to the customer, price and quality
will be the primary driving points of this business, which will leverage
heavily off of ShopKo's 18 years of retail optical experience.
   
  Finally, ProVantage has installed DSS, a technology-driven process that
provides actionable information to decision makers within the health care
industry. DSS takes large amounts of enterprise-wide data, cleans the data to
remove errors and idiosyncrasies, and stores the data in a warehouse. From
this warehouse, health services executives and line managers can query the
data for actionable information that arrives quickly, without the need for
interaction with the client company's information services department. This
information is used for a variety of purposes, including the identification of
physicians and other health care providers performing outside the norm, or
patients that are candidates for case management. This process will leverage
off of ShopKo's significant technological investment in massively parallel
processing and data base management for its retail business. ProVantage's DSS
initiative will have two focal points. The first will be a product enhancement
for utilization by ProVantage's PBM which will facilitate the PBM's roll out
of clinical programs to its clients to lower their overall cost of health
care. This product will work heavily with the prescription data of
ProVantage's customers. The second DSS focal point will be through a stand-
alone company called ProVMed, which will take these same principles and apply
them to enterprise-wide sets of data, including medical data. These
applications will be marketed to and utilized by a variety of health care plan
sponsors, primarily mid-sized insurance companies and managed care
organizations. ProVMed is a joint venture between ProVantage and American
Medical Security Holdings, Inc. ("AMS"). ProVantage and AMS are in the process
of negotiating definitive joint venture agreements, but a memorandum of
understanding between the parties allocates 80% ownership of ProVMed to
ProVantage and 20% ownership to AMS.     
 
COMPETITION
 
  The discount general merchandise business is very competitive. ShopKo
competes in most of its markets with a variety of national, regional and local
discount stores. In addition, department stores compete in some branded
merchandise lines, discount specialty retail chains compete in some
merchandise lines such as electronics and toys, and drug and optical
operations compete with some of ShopKo's pharmacy and optical centers. ShopKo
believes that the principal competitive factors in its markets include store
location; pricing; breadth and quality of product selection; attractiveness
and cleanliness; responsiveness to changing customer tastes and regional and
local trends; customer service; in-stock availability of merchandise; and
advertising.
 
                                      128
<PAGE>
 
  ShopKo's principal national general merchandise discount chain competitors
are Wal-Mart, Kmart and Target, each of which is substantially larger than,
and has greater resources than, ShopKo. Kmart stores directly compete with
approximately 92% of ShopKo's stores and Target stores directly compete with
approximately 52% of its stores. In addition, ShopKo estimates that at the end
of fiscal 1996, approximately 80% of its stores were either in direct
competition with or indirectly impacted by the presence of a Wal-Mart store.
ShopKo also competes with regional chains in some markets in the Midwest and
the Pacific Northwest. It appears Wal-Mart intrusions have slowed as the
number of openings in fiscal 1997 will be less than fiscal 1996. However,
ShopKo will experience an increase in Target intrusion as Target has opened
five new units and will open one more unit in ShopKo markets in fiscal 1997,
including three in the Salt Lake City market. Some of the Wal-Marts and
Targets that will be opening in fiscal 1997 in ShopKo's markets will be super
centers, stores containing a wider selection of general merchandise and
grocery items.
 
  Historically, the entry of one of these chains into an area served by one of
ShopKo's stores generally has had an adverse effect on the affected ShopKo
store's sales growth for approximately 12 months. After the 12 month time
period, the ShopKo store generally has resumed a positive growth trend. Such
entry often has resulted in permanently intensified price competition.
ShopKo's efficiency measures and distribution center expenditures are
important aspects of its efforts to maintain or improve operating margins and
market share in these markets.
 
  The prescription benefit management industry is a dynamic growing
marketplace and very competitive. ShopKo believes that ProVantage's primary
competitive advantages are advanced technologies which allow it to be a low
cost operator able to offer flexibility in plan design and its high quality of
service. ProVantage competes for health care clients with a number of
prescription benefit management companies including PCS Health Systems, Inc.
(a subsidiary of Eli Lilly and Co.), Merck-Medco Managed Care, Inc. (a
subsidiary of Merck & Co., Inc.), Express Scripts, Inc., Caremark
International, Inc., (a subsidiary of MedPartners, Inc.), TDI, Inc. (a
subsidiary of Thrift Drug Company, Inc.), Value Rx (a subsidiary of Value
Health, Inc.) and Diversified Pharmaceutical Services, Inc. (a subsidiary of
SmithKline Beecham), many of which are substantially larger than ProVantage
and each of which has considerable resources.
 
SEASONALITY
 
  The general merchandise operations of ShopKo are highly seasonal, with the
third and fourth fiscal quarters contributing a significant part of ShopKo's
earnings due to the Christmas selling season. Because ShopKo's fiscal year
ends on the last Saturday in February, the Christmas selling season impacts
both the third and fourth fiscal quarters.
 
EMPLOYEES
 
  As of September 18, 1996, ShopKo employed approximately 18,650 persons, of
whom approximately 9,150 were full-time employees and 9,500 were part-time
employees. During the Christmas shopping season, ShopKo typically employs
approximately 2,000 additional persons on a temporary basis. None of ShopKo's
employees are covered by collective bargaining agreements.
 
GOVERNMENT REGULATION
 
  ShopKo's health services business is subject to extensive federal and state
laws and regulations governing, among other things:
 
  Licensure and Regulation of Retail Pharmacies and Optical Centers. There are
extensive federal and state regulations applicable to the practice of pharmacy
and optometry at the retail level. Most states have laws and regulations
governing the operation and licensing of pharmacies and optical centers, and
regulate standards of professional practice by pharmacy and optical service
providers. These regulations are issued by an administrative body in each
state (typically, a pharmacy board or board of optometry), which is empowered
to impose sanctions for non-compliance.
 
                                      129
<PAGE>
 
  Licensure and Regulation of Mail Service Pharmacy. ShopKo's mail service
pharmacy is duly licensed and in good standing, in accordance with the laws
and regulations of the State of Wisconsin. Additionally, many of the states
into which ShopKo delivers pharmaceuticals have laws and regulations that
require out-of-state mail service pharmacies to register with the board of
pharmacy or similar regulatory body in the state. These states generally
permit the mail service pharmacy to follow the laws of the state within which
the mail service pharmacy is located. ShopKo has registered in every state in
which, to ShopKo's knowledge, such registration is required. In addition,
various pharmacy associations and boards of pharmacy have promoted enactment
of laws and regulations directed at restricting or prohibiting the operation
of out-of-state mail service pharmacies by, among other things, requiring
compliance with all laws of certain states into which the mail service
pharmacy dispenses medications whether or not those laws conflict with the
laws of the state in which the pharmacy is located. To the extent such laws or
regulations are found to be applicable to ShopKo, ShopKo would be required to
comply with them. Other statutes and regulations impact ShopKo's mail service
operations. Federal statutes and regulations govern the labeling, packaging,
advertising and adulteration of prescription drugs and the dispensing of
controlled substances. The Federal Trade Commission requires mail order
sellers of goods generally to engage in truthful advertising, to stock a
reasonable supply of the product to be sold, to fill mail orders within thirty
days, and to provide customers with refunds when appropriate. The United
States Postal Service has statutory authority to restrict the transmission of
drugs and medicines through the mail to a degree that could have an adverse
effect on ShopKo's mail service operations. The United States Postal Service
has exercised such statutory authority only with respect to controlled
substances. Alternative means of delivery are available to ShopKo.
 
  Regulation of Prescription Benefit Management Services. Various forms of
government regulation affect or could affect providers of prescription benefit
management services. Among the most prominent forms of such regulation are the
following:
 
    Many states have licensure or registration laws governing certain types
  of ancillary health care organizations, including Preferred Provider
  Organizations, Third Party Administrators and Utilization Review
  Organizations. These laws differ significantly from state to state, and the
  application of such laws to the activities of pharmacy benefit managers is
  often unclear. ShopKo has registered under such laws in those states in
  which ShopKo has concluded such registration is required.
 
    Numerous states have also adopted "any willing provider" legislation,
  which requires pharmacy network sponsors to admit for network participation
  any retail pharmacy willing to meet a health care plan's price and other
  terms. ShopKo has not been materially affected by these statutes because it
  administers a network of over 40,000 retail pharmacies and will admit any
  qualified, licensed pharmacy that agrees to comply with the terms of its
  plans.
 
    "Anti-kickback" statutes at the federal and state level prohibit an
  entity from paying or receiving any remuneration to induce the referral of
  health care plan beneficiaries or the purchase of items or services for
  which payment may be made under such health care plans. Additionally, most
  states have consumer protection laws that have been the basis for
  investigations and multi-state settlements relating to financial incentives
  provided by drug manufacturers to retail pharmacies in connection with drug
  switching programs. At the federal level, such regulations pertain to
  beneficiaries of Medicare, Medicaid or other federally-funded health care
  programs. State regulations typically pertain to beneficiaries of any
  health care plan. Under the federal regulations, safe harbors exist for
  certain properly reported discounts received from vendors, certain
  investment interests, and certain properly disclosed payments made by
  vendors to group purchasing organizations. To ShopKo's knowledge, these
  anti-kickback laws have not been applied to prohibit PBMs from receiving
  amounts from drug manufacturers in connection with drug purchasing and
  formulary management programs, to therapeutic substitution programs
  conducted by independent PBMs, or to the contractual relationships such as
  those ShopKo has with certain of its customers.
 
  Regulation of Vision Benefit Management Services. ShopKo's vision benefit
management services are subject to the same or similar state and federal
regulation as the prescription benefit management services described above.
 
                                      130
<PAGE>
 
  Applicability of Insurance Laws. ShopKo's prescription drug plans currently
offered or administered by ShopKo are on a fee-for-service basis, and are
therefore not generally subject to state insurance laws. The insured vision
benefit plans administered by ShopKo are written by an unaffiliated licensed
insurer, and ShopKo believes it is in material compliance with all applicable
insurance laws.
 
  Legislative and regulatory initiatives pertaining to such health care
related issues as reimbursement policies, payment practices, therapeutic
substitution programs, and other health care cost containment issues are
frequently introduced at both the state and federal level. ShopKo is unable to
predict accurately whether or when legislation may be enacted or regulations
may be adopted relating to ShopKo's health services operations or what the
effect of such legislation or regulations may be.
 
  ShopKo's management believes ShopKo is in substantial compliance with, or is
in the process of complying with, all existing statutes and regulations
material to the operation of ShopKo's health services business and, to date,
no state or federal agency has taken enforcement action against ShopKo for any
material non-compliance, and to ShopKo's knowledge, no such enforcement
against ShopKo is presently contemplated.
 
PROPERTIES
 
  As of September 30, 1996, ShopKo operated 130 retail stores located in 15
Upper Midwest, Western Mountain and Pacific Northwest states. The following
table sets forth the geographic distribution of ShopKo's present stores:
 
<TABLE>
<CAPTION>
         STATE           # OF STORES
         -----           -----------
<S>                      <C>
California..............       1
Colorado................       3
Idaho...................       8
Illinois................       3
Iowa....................       3
Michigan................       4
Minnesota...............      13
Montana.................       5
Nebraska................      11
</TABLE>
<TABLE>
<CAPTION>
          STATE           # OF STORES
          -----           -----------
<S>                       <C>
Nevada...................       3
Oregon...................       4
South Dakota.............       6
Utah.....................      15
Washington...............      10
Wisconsin................      41
                              ---
 TOTAL...................     130
</TABLE>
 
  Of ShopKo's 130 stores, ShopKo Stores, Inc. owns the land and building
outright with respect to 84 stores, owns the building subject to a ground
lease with respect to four stores and leases the land and building with
respect to 10 stores. ShopKo's wholly owned subsidiary, ShopKo Properties,
Inc., owns the land and building outright with respect to 27 stores, owns the
building subject to a ground lease with respect to three stores, and leases
the land and building with respect to one store. The ground leases expire at
various dates ranging from 2012 through 2038 and the other leases expire at
various dates ranging from 1997 through 2020.
 
  ShopKo's other principal properties are as follows:
 
<TABLE>
<CAPTION>
                                                                SQ. FT OF
     LOCATION                            USE                  BUILDING SPACE TITLE
     --------                            ---                  -------------- ------
<S>                      <C>                                  <C>            <C>
Green Bay, WI........... Corporate Headquarters                  228,000      Owned
Wisconsin Rapids, WI.... Information Services Dept.                1,300     Leased
                          Satellite Office
De Pere, WI............. Distribution Center                     265,000      Owned
Boise, ID............... Distribution Center                     210,000      Owned
Omaha, NE............... Distribution Center                      50,000      Owned
Green Bay, WI........... ProVantage Mail Service                  10,000     Leased
Brookfield, WI.......... ProVantage Claims Processing /Admin.      6,900     Leased
                          Office Facility
Lawrence, WI............ Corporate Headquarters--South           114,300      Owned
                          Annex
Elm Grove, WI........... ProVantage Claims Processing/             5,300     Leased
                          Administrative Office Annex
</TABLE>
 
                                      131
<PAGE>
 
LEGAL PROCEEDINGS
 
  ShopKo is involved in various litigation matters arising in the ordinary
course of its business. ShopKo's management believes that none of this
litigation will have a material adverse effect on ShopKo's financial condition
or results of operations.
 
EXECUTIVE OFFICERS OF SHOPKO
 
<TABLE>
<CAPTION>
                                                                               SERVED IN
                                                                                CURRENT  EMPLOYED
                                                                               POSITION  BY SHOPKO
      NAME               AGE*                     POSITION                       SINCE     SINCE
      ----               ----                     --------                     --------- ---------
<S>                      <C>  <C>                                              <C>       <C>
Dale P. Kramer..........  57  President, Chief Executive Officer & Director      1991      1971
William J. Podany.......  50  Executive Vice President, Chief Operating          1996      1994
                               Officer
Michael J. Bettiga......  42  Senior Vice President, Health Services             1995      1977
Roger J. Chustz.........  46  Senior Vice President, General Merchandise         1993      1993
                               Manager, Apparel
Gary B. Hammond.........  48  Senior Vice President, Stores                      1995      1970
Steven T. Harig.........  42  Senior Vice President, Planning, Replenishment     1993      1989
                               and Analysis, Distribution
Thomas D. Hendra........  50  Senior Vice President, General Merchandise         1991      1970
                               Manager, Hardlines
Michael J. Hopkins......  46  Senior Vice President, General Merchandise         1995      1995
                               Manager, Home
Jeffrey A. Jones........  49  Senior Vice President, Chief Financial Officer     1993      1993
Rodney D. Lawrence......  39  Senior Vice President, Store Marketing, Store      1996      1996
                               Planning
David A. Liebergen......  50  Senior Vice President, Human Resources             1993      1973
L. Terry McDonald.......  53  Senior Vice President, Marketing                   1994      1994
James F. Tucker.........  52  Senior Vice President, Chief Information Officer   1995      1994
</TABLE>
- --------
* As of September 30, 1996
 
  There are no family relationships between or among any of the executive
officers of ShopKo.
 
  The term of office of each executive officer is from one annual meeting of
the directors until the next annual meeting of directors or until a successor
for each is selected.
 
  There are no arrangements or understandings between any of the executive
officers of ShopKo and any other person (not an officer or director of ShopKo
acting as such) pursuant to which any of the executive officers were selected
as an officer of ShopKo.
 
  Each of the executive officers of ShopKo has been in the employ of ShopKo
for more than five years, except for William J. Podany, Jeffrey A. Jones,
Roger J. Chustz, Rodney D. Lawrence, Terry McDonald, James F. Tucker and
Michael J. Hopkins.
 
  Mr. Kramer has been a director of ShopKo since August 1991 and President and
Chief Executive Officer of ShopKo since February 1991. Prior thereto, he
served as ShopKo's Executive Vice President from April, 1983 to February 1986
and its Executive Vice President and Chief Operating Officer from February
1986 to February 1991. Mr. Kramer has been employed by ShopKo in various
positions since 1971.
 
  Mr. Podany has been Chief Operating Officer of ShopKo since May 1996 and
Executive Vice President since November, 1994. His areas of responsibility
include merchandising, marketing, logistics and store operations. He has held
senior merchandising executive officer positions with Allied Stores, May
Department
 
                                      132
<PAGE>
 
Stores and Carter Hawley Hale (renamed Broadway Stores, Inc.) since 1978. From
1992 to 1994, Mr. Podany was Executive Vice President-Merchandising of Carter
Hawley Hale, a federation of four department store chains. From 1987 to 1992,
he was Senior Vice President and General Merchandise Manager of Thalheimer's
and Sibley's, both divisions of May Department Stores. Mr. Podany has held a
broad range of other retail merchandising positions since beginning his career
in 1969.
 
  Mr. Bettiga has been Senior Vice President-Health Services since February
1995. Prior to this promotion, he was Vice President-Health Services, a
position he held since October, 1993. Mr. Bettiga is responsible for all of
ShopKo's pharmacy and optical operations with ShopKo. He also oversees all
Managed Care business and is actively involved in merchandising
responsibilities. Prior to that, he has held the position of Vice President of
Pharmacy as well as various other positions since 1977.
 
  Mr. Chustz has been Senior Vice President, General Merchandise Manager,
Apparel of ShopKo since October 1993. Mr. Chustz also served as Vice
President, General Merchandise Manager, Apparel from March 1993 to October
1993. Mr. Chustz was employed by Maison Blanche in various positions from 1975
through 1992, most recently as Senior Vice President, General Merchandising
Manager. Mr. Chustz also served as President of Brocato immediately prior to
joining ShopKo.
 
  Mr. Hammond currently holds the position of Senior Vice President of Stores.
Prior to this promotion in 1993, Mr. Hammond held the positions of Regional
Vice President, Regional Manager, District Manager and Store Manager. Mr.
Hammond's career began with ShopKo in 1970 in Marquette, Michigan.
 
  Mr. Harig has been Senior Vice President Planning, Replenishment and
Analysis, Distribution & Transportation since October 1993. Prior thereto, he
was Vice President-Inventory, Merchandise Forecasts, Replenishment and EDI of
ShopKo since February 1990 and served as its Vice President-Special Projects
from May 1989 to February 1990. Mr. Harig was employed by Wal-Mart Stores,
Inc. in various positions from 1978 to May 1989, most recently as Vice
President, International Merchandising.
 
  Mr. Hendra has been Senior Vice President, General Merchandise Manager-
Hardlines since March 1991, and served as its Vice President-Hardlines
Merchandising from January 1986 to March 1991. Mr. Hendra has been employed by
ShopKo in various other positions since 1970.
 
  Mr. Hopkins has been Senior Vice President, General Merchandise Manager-Home
since November 1995. From 1992 to 1995, Mr. Hopkins was Senior Vice President
Merchandise Planning and Distribution at Broadway Stores, Inc. (renamed Carter
Hawley Hale). Prior thereto, Mr. Hopkins served as Senior Vice President and
General Merchandise Manager of Home with Broadway Southwest division of Carter
Hawley Hale from 1985 to 1992.
 
  Mr. Jones has been Senior Vice President and Chief Financial Officer of
ShopKo since November 1993. Mr. Jones was Senior Vice President and Chief
Financial Officer for Trans World Music Corporation from 1990 through 1993.
Mr. Jones also held various executive positions at Household Merchandising,
Inc. and Lane Bryant, Inc., a subsidiary of The Limited, Inc.
 
  Mr. Lawrence has been Senior Vice President, Store Marketing and Store
Planning since May 20, 1996. Prior thereto, he was Vice President Store
Planning with Broadway Stores, Inc. from 1994 to 1996. Mr. Lawrence was
Director of Store Planning with Carter Hawley Hale Stores, Inc. in Los Angeles
in 1992 to 1994 and Vice President Visual Merchandising with Broadway
Southwest, Mesa, Arizona in 1989 to 1992.
 
  Mr. Liebergen has been Senior Vice President-Human Resources since October,
1993. Mr. Liebergen served as Secretary of ShopKo from August, 1991 to
October, 1995. Prior to that time, he was Vice President-Human Resources,
Government Affairs, Loss Prevention of ShopKo since 1986 and has been employed
by ShopKo in various other positions since 1973.
 
                                      133
<PAGE>
 
  Mr. McDonald has been Senior Vice President, Marketing of ShopKo since July
1994. Mr. McDonald was Senior Vice President, Marketing with Payless Shoe
Source from 1988 to 1994 and Senior Vice President Advertising & Sales
Promotion with M. O'Neil Co., from 1986 to 1988. Payless Shoe Source and M.
O'Neil Co. are both divisions of May Department Stores. Mr. McDonald also held
various merchandising and marketing positions with Cain-Sloan Co., an Allied
Stores Division, including Vice President, General Merchandise Manager, Home
and Vice President Advertising and Sales Promotion.
 
  Mr. Tucker has been Senior Vice President/Chief Information Officer of
ShopKo since February 1995 and served as Vice President, Management
Information Services from January 1994 to February 1995. Mr. Tucker was Vice
President of Management Information Services with Trans World Music
Corporation from 1991 through 1993. Mr. Tucker was also Vice President of
Management Information Services with Chess King, Division of Melville
Corporation, from 1984 until 1991.
 
EMPLOYMENT AGREEMENTS--EXECUTIVE OFFICERS
 
  On the Effective Date, ShopKo will enter into employment agreements with
Dale Kramer, William Podany and Jeffrey Jones pursuant to which Mr. Kramer
will serve as President and Chief Executive Officer of ShopKo, Mr. Podany will
serve as Executive Vice President and Chief Operating Officer of ShopKo and
Mr. Jones will serve as Senior Vice President and Chief Financial Officer of
ShopKo. Each of Messrs. Kramer, Podany and Jones (collectively, the "ShopKo
Executives") also will serve as members of the Chairman's Council of Cabot
Noble. The agreement with Mr. Kramer will terminate one day before the third
anniversary of the Effective Date and the agreements with Messrs. Podany and
Jones will terminate one day before the second anniversary of the Effective
Date (respectively, the "Stated Term"), in each case unless earlier terminated
in accordance with the terms of the respective agreements. See "Certain
Transactions--Employment Agreements--Executive Officers."
 
INDEMNIFICATION OF OFFICERS AND DIRECTORS
 
  ShopKo's Articles provide for the indemnification of directors and officers
of ShopKo to the full extent permitted by the Minnesota Law. ShopKo has
entered into agreements to indemnify its directors, and may enter into
agreements to indemnify certain officers, in addition to the indemnification
provided for in the Bylaws. These agreements will, among other things,
indemnify ShopKo's directors and certain of its officers to the full extent
permitted by the Minnesota Law for any claims, liabilities, damages,
judgments, penalties, fines, settlements, disbursements or expenses (including
attorneys' fees) incurred by such person in any action or proceeding,
including any action by or in the right of ShopKo, on account of services as a
director or officer of ShopKo. ShopKo believes that these provisions and
agreements are necessary to attract and retain qualified persons as directors
and officers.
 
SEVERANCE AGREEMENTS
 
  ShopKo has entered into change of control severance agreements (the
"Severance Agreements") with certain officers of ShopKo, including those
officers identified in the "Executive Officers of ShopKo" table above. The
Severance Agreements provide that, if, within two years after a "Change of
Control" (as defined below), ShopKo terminates the individual's employment
other than for cause (as defined in the Severance Agreements) or disability,
or the individual terminates the individual's employment for "Good Reason" (as
defined in the Severance Agreements), then the individual will be entitled to
a lump-sum cash payment equal to (1) a multiple of one, two or three times the
individual's annual base salary, plus (2) a multiple of one, two or three
times the individual's average annual bonus for the three fiscal years
immediately preceding the date of termination. The multiple referred to in
this paragraph is three for Mr. Kramer and two for each of the other executive
officers of ShopKo, including Messrs. Podany and Jones. Each individual would
also receive his salary through the date of termination and all other amounts
owed to the individual at the date of termination under ShopKo's benefit
plans. In addition, under such circumstances, the individual will be entitled
to continued health and dental coverage for the individual and the
individual's family for a one, two or three year period after the
 
                                      134
<PAGE>
 
date of termination. The Severance Agreements provide that if certain amounts
to be paid thereunder constitute "parachute payments," as defined in Section
280G of the Code, the severance benefits owed to the individual may be
decreased, but only if the result is to give the individual a larger after-tax
benefit than if the payments are not reduced. The individual is permitted to
elect the payments to be reduced.
 
  A "Change of Control" is defined as occurring if (1) any person or group
acquires 20% or more of ShopKo's outstanding common stock or voting
securities, (2) the incumbent directors cease to constitute at least a
majority of the ShopKo Board, (3) the shareholders approve a merger,
consolidation, reorganization or sale or other disposition of all or
substantially all of the assets of ShopKo, or (4) the shareholders approve a
complete liquidation or dissolution of ShopKo. The Transaction will constitute
a Change of Control under the Severance Agreements.
 
  Once the employment agreements for Messrs. Kramer, Podany and Jones,
described above at "--Employment Agreements--Executive Officers," are
executed, the severance agreements for these three individuals will be
superseded and of no further effect.
 
                                      135
<PAGE>
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
  Set forth in the table below is information regarding the beneficial
ownership of ShopKo Shares by (i) each person or entity known by ShopKo to
beneficially own 5% or more of the total number of outstanding ShopKo Shares,
(ii) each director of ShopKo, (iii) ShopKo's Chief Executive Officer and four
most highly compensated executive officers other than the Chief Executive
Officer, and (iv) the directors and executive officers of ShopKo as a group
(18 persons). Except as otherwise noted, information with respect to directors
and executive officers is as of December 31, 1996.
 
<TABLE>   
<CAPTION>
                                                                     AMOUNT AND NATURE
        NAME OF                                                        OF BENEFICIAL
    BENEFICIAL OWNER                                                  OWNERSHIP(1)(2)  PERCENT
    ----------------                                                 ----------------- -------
<S>                                                                  <C>               <C>
supervalu inc.(3)(4)................................................    14,731,667      45.8%
 11840 Valley View Road
 Eden Prairie, Minnesota 55244
Heartland Advisors, Inc.(5).........................................     1,781,000       5.5%
 790 North Milwaukee Street
 Milwaukee, Wisconsin 53202
Jack W. Eugster.....................................................        16,000         *
Jeffrey C. Girard(4)................................................         1,000         *
Dale P. Kramer(5)...................................................       198,000         *
William J. Tyrrell..................................................        15,000         *
Michael W. Wright(4)................................................           --          *
William J. Podany(5)................................................        30,000         *
Roger J. Chustz(5)..................................................        27,000         *
Thomas D. Hendra(5).................................................        69,060         *
Jeffrey A. Jones(5).................................................        21,000         *
All directors and executive officers as a group (18 persons)........       521,240       1.6%
</TABLE>    
- --------
 *Less than 1%.
(1) Except as otherwise noted, the persons named in the above table have sole
    voting and investment power with respect to all shares shown as
    beneficially owned by them.
(2) Includes shares which may be acquired within 60 days pursuant to stock
    options as follows: Mr. Kramer 168,000 shares, Mr. Hendra 69,000 shares,
    Mr. Chustz 27,000 shares, Mr. Eugster 15,000 shares, Mr. Tyrrell 15,000
    shares, Mr. Jones 21,000 shares and all directors and executive officers
    as a group, 485,280 shares.
(3) These shares are held by a wholly-owned subsidiary of supervalu,
    Supermarket Operators of America, Inc.
(4) Messrs. Wright and Girard are executive officers of supervalu and Mr.
    Wright is also a director of supervalu.
   
(5) Based on a Schedule 13G filed on February 14, 1997. Heartland Advisors,
    Inc. has sole voting power with respect to 1,636,200 ShopKo Shares and
    sole dispositive power with respect to 1,781,100 ShopKo Shares.     
   
(6) The number of shares shown with respect to the Company's executive
    officers does not reflect funds from their respective Profit Sharing and
    401(k) Plans invested in Common Stock through the ShopKo Stock Fund. As of
    November 30, 1996, such executive officers' approximate ShopKo Stock Fund
    account balances were as follows: Mr. Kramer $259,091, Mr. Podany $10,075,
    Mr. Hendra $86,652, Mr. Chustz $24,662 and Mr. Jones $39,649.     
 
                                      136
<PAGE>
 
                            DESCRIPTION OF PHAR-MOR
 
GENERAL
 
  Phar-Mor operates a chain of discount retail drugstores devoted to the sale
of prescription and over-the-counter drugs, health and beauty care products,
baby products, pet supplies, cosmetics, greeting cards, groceries, beer, wine,
tobacco, soft drinks, video rental and seasonal and other general merchandise.
As of December 31, 1996, Phar-Mor operated 103 stores in 22 metropolitan
markets in 18 states under the name of Phar-Mor(R). Approximately 51% of Phar-
Mor's stores are located in Pennsylvania, Ohio and West Virginia, and
approximately 24% are located in Virginia, North Carolina and South Carolina.
Phar-Mor's principal executive offices are located at 20 Federal Plaza West,
Youngstown, Ohio 44501-0400. Unless otherwise stated, all statistics in
"Description of Phar-Mor" were compiled as of June 29, 1996.
 
                       TOTAL CHAIN SALES BY PRODUCT TYPE
                 (for the 52-week period ended June 29, 1996)
 
<TABLE>
           <S>                                            <C>
           DRUGSTORE:                                      45%
             Includes health & beauty care products,
             cosmetics, greeting cards, seasonal goods
             and other general merchandise
           CONSUMABLES:                                    28%
             Includes grocery, snacks, beer, wine,
             tobacco and soft drinks
           PHARMACY:                                       24%
             Includes prescriptions
           VIDEO, MUSIC AND VIDEO RENTALS:                  3%
</TABLE>
 
  On September 11, 1995 Phar-Mor became a publicly traded, $1 billion
drugstore chain with 102 individually profitable stores. Phar-Mor's new senior
management team implemented a series of fundamental changes designed to
achieve operating profitability. Phar-Mor:
 
  . Implemented an enhanced advertising and marketing program that included
    reducing prices on over 3,000 high volume items in every product
    category;
 
  . Increased advertising expenditures and frequency, highlighted by 8 to 24-
    page weekly inserts;
 
  . Introduced a program that guaranteed the "lowest prescription price or
    it's free;"
 
  . Enhanced the store within a store concept by improving its drugstore and
    food store operations, and adding new features such as the "discount book
    store", "$0.39 card store", "Pet Place", "Kodak film kiosk", and club-
    store "two-ton items";
 
  . Reduced the number of stores and focused on a core group of high volume,
    profitable stores with over 60% of stores concentrated in Pennsylvania,
    Ohio, Virginia and West Virginia;
 
  . Reduced the number of warehouses and increased out-sourcing of product
    distribution;
 
  . Introduced point of sale (POS) scanning in all stores;
 
  . Installed a new pharmacy software system;
 
  . Installed a new warehouse logistics system;
 
  . Reduced the number of corporate personnel by 75%; and
 
  . Reduced the number of stock keeping units (SKUs) by 25,000.
 
  Except for historical information contained herein, the matters concerning
Phar-Mor discussed in this Joint Proxy Statement/Prospectus are forward-
looking statements which involve risks and uncertainties including, but
 
                                      137
<PAGE>
 
not limited to, economic, competitive, governmental and technological factors
affecting Phar-Mor's operations, markets, products, services and prices and
other factors discussed herein.
 
OPERATIONS
 
  Typically, Phar-Mor stores are open 95 hours per week; pharmacies are
typically open 77 hours per week. The average store has approximately 50
employees, including a store manager, co-manager, assistant manager and
department managers, pharmacy manager and pharmacists, and office and cashier
supervision. Overall, Phar-Mor had 5,389 employees at June 29, 1996.
Approximately 208 warehouse and distribution center employees in Youngstown
are members of the Teamsters Union under contract which expires March 1, 1998.
Sixty-three employees at Phar-Mor's Niles, Ohio store are members of the
United Food and Commercial Workers Union under contract which expires October
12, 1997.
 
  Phar-Mor is committed to customer service and encourages employees to be
responsive to customer needs and concerns. The remerchandising and remodeling
of stores (discussed below) is designed to further ease and make the
customer's shopping experience pleasurable. The number of open checkout lanes
is closely monitored to facilitate the efficient and comfortable checkout of
customers. These philosophies are regularly communicated and reinforced by
Phar-Mor to its employees.
 
  Thorough education and training in store operations is provided at every
level. Computer-based training, on and off-site training, video training, and
teleconferences are a few of the training methods used. Phar-Mor believes that
such training enables efficiency and understanding within store operations.
 
  The typical trade area for a Phar-Mor store includes approximately 105,000
people in 41,000 households within an area of between five and seven miles. On
average during fiscal 1996, each store served approximately 12,500 customers
per week. Phar-Mor's customers are approximately 52% female, with a median age
of 35.5 years, and a median household income of approximately $33,000.
Approximately 24% of customer households have children 17 years old and under.
 
  Phar-Mor stores accept payment in cash, check, credit cards and payment from
third party providers of prescription services.
   
  Phar-Mor's purchasing, pricing, advertising, merchandising, accounting and
supervisory activities are centrally directed from Phar-Mor's corporate
headquarters. Phar-Mor purchases substantially all of its merchandise either
directly from manufacturers or from wholesalers under various types of
purchase arrangements. FoxMeyer Drug Company, a pharmaceutical distributor and
an affiliate of Phar-Mor, accounted for approximately 24% of Phar-Mor's
purchases and Riser Foods, Inc., a grocery wholesaler, accounted for
approximately 5.4% of Phar-Mor's purchases during fiscal 1996. During fiscal
year 1996, the purchase of pharmaceutical products by Phar-Mor from FoxMeyer
Drug Company was governed by a Supply Agreement dated as of August 17, 1992
which was to expire the later of August 17, 1996 or once a minimum volume of
purchases had been made (the "FoxMeyer Supply Agreement"). During fiscal 1996,
no other single vendor accounted for more than 5% of Phar-Mor's purchases.
Substantially all of the products Phar-Mor sells are purchased from
approximately 1,200 outside vendors. Alternative sources of supply are
generally available for all products sold by Phar-Mor.     
   
  On August 27, 1996, FoxMeyer Drug Company filed a petition for protection
under Chapter 11 of the United States Bankruptcy Code. On August 29, 1996,
Phar-Mor notified FoxMeyer Drug Company that the supply of products to Phar-
Mor under the FoxMeyer Supply Agreement was insufficient and that,
consequently, FoxMeyer Drug Company had committed a material breach
thereunder. Phar-Mor did not experience any material disruption to its
business or supply of pharmaceutical products because adequate alternative
sources of supply were readily available to Phar-Mor in anticipation of a
potential disruption. See "--Certain Relationships and Related Transactions."
    
                                      138
<PAGE>
 
   
  On November 8, 1996, FoxMeyer Drug Company sold all of its assets to
McKesson Corp. ("McKesson") a supplier of pharmaceuticals and health care
products. In connection with the purchase of FoxMeyer Drug Company's assets,
McKesson assumed FoxMeyer Drug Company's obligations under the FoxMeyer Supply
Agreement. See "Certain Transactions--Supply Agreements with McKesson Corp."
    
MARKETING AND MERCHANDISING
 
  Phar-Mor's overall merchandising strategy is to offer (a) value to consumers
by pricing its products below the prices charged by conventional drugstores
and supermarkets and (b) a broader array of products in each of its major
product categories than is offered by mass merchant discounters. Phar-Mor's
product strategy is focused on the traditional drugstore lines of prescription
and over-the-counter drugs, health and beauty care products and cosmetics.
Phar-Mor stores also typically feature other product categories, including
grocery, snacks and beverages, pet food and supplies, beer, wine and liquor
(where permitted by law), tobacco, baby products, general merchandise, video
and music sales and video rentals.
 
  Ninety-five percent of Phar-Mor's advertising is print advertising, through
circulars, newspapers, and point of sale materials. Newspaper advertisements
and circulars appear in major newspapers in each market area. Phar-Mor
presently advertises through 75 newspapers and mailers.
 
  In January 1996, Phar-Mor introduced a new marketing approach that improved
sales during the last two quarters of fiscal 1996 (see table below). This
program included price reductions on over 3,000 items and the consequent
reduction of gross profit margins, and was implemented in order to generate
increased sales volume. Phar-Mor believes that this reduction in gross profit
margins has stabilized and does not represent a continuing material trend. At
the same time, Phar-Mor adopted an "everyday low price" strategy on
substantially all products and increased advertising by expanding the size of
its circulars. Phar-Mor continues to review its prices relative to its
competitors.
 
  Simultaneously, Phar-Mor also introduced a program guaranteeing the "lowest
prescription price or it's free." At the inception of the program in January
1996, same store pharmacy sales for the month of January 1996 were 7% lower
than for the month of January 1995. Same store pharmacy sales improved in the
month of June 1996 versus June 1995 by 4.2%. Overall pharmacy gross margins
decreased approximately 1% in fiscal 1996 versus fiscal 1995, of which
reduction approximately one half resulted from the increase in third party
prescription business.
 
                 PHAR-MOR, INC. COMPARABLE SALES (102 STORES)
 
<TABLE>   
<CAPTION>
                                                1996         1995     % VARIANCE
                                            ------------ ------------ ----------
     <S>                                    <C>          <C>          <C>
     January............................... $ 91,249,149 $ 97,949,728   -6.84%
     February..............................   80,456,860   84,467,595   -4.75%
     March.................................   80,584,706   78,488,924    2.67%
     April.................................  100,983,873  104,492,861   -3.36%
     May...................................   80,432,036   79,205,254    1.55%
     June..................................   83,382,186   80,981,428    2.96%
     July..................................  101,807,749   99,723,677    2.09%
     August................................   84,158,377   82,245,660    2.33%
     September.............................   78,586,659   72,876,785    7.83%
     October...............................  102,045,049   97,881,478    4.25%
     November..............................   84,559,012   84,167,370    0.47%
     December..............................  103,301,092  102,269,679    1.01%
<CAPTION>
                                                1997         1996     % VARIANCE
                                            ------------ ------------ ----------
     <S>                                    <C>          <C>          <C>
     January............................... $ 98,725,848 $ 91,249,149    8.19%
</TABLE>    
 
                                      139
<PAGE>
 
  In January 1996, Phar-Mor retained a national design firm to assist in the
redesign and creation of a new prototypical store. The new prototype
repositioned signature departments to provide the customer an easy-to-navigate
shopping format further enhanced by custom signage.
 
  Phar-Mor has completed remodeling twelve stores. Each store has shown
increased sales and gross profit versus fiscal 1995 since the stores were
remodeled and redesigned. In conjunction with its remodeling and redesigning
of the Boardman, St. Clairsville and Mansfield, Ohio stores and the Anderson,
Indiana store, Phar-Mor has also introduced the "club store" concept as a test
for other locations. In an approximate 10,000 to 15,000 square foot excess
area, each "club store" offers a varied selection of grocery items, including
fresh, frozen, and refrigerated foods. At this time, it is too early to
determine whether or not the success of these programs will result in the
introduction of additional "club stores", but the concept is being well
received by customers and has improved sales in each store. Phar-Mor is
reviewing plans to remodel approximately 12 additional stores in calendar
1997.
 
SALES
 
  The retail sale of traditional drugstore lines is a highly fragmented
business, consisting of thousands of chain drugstores and independent drug
stores that sell such products, as well as mass merchandisers who sell such
products as part of their overall product lines. In fiscal 1996, revenues from
sales of Phar-Mor's traditional drugstore products (i.e., prescription drugs,
greeting cards, over-the-counter drugs, health and beauty care products and
cosmetics) averaged approximately $5.8 million dollars per store in its 102
stores. In addition to the approximately $591.4 million in traditional
drugstore products revenues in fiscal 1996, Phar-Mor generated approximately
$464.9 million in sales in the last fiscal year from the sale of groceries and
general merchandise.
 
  Set forth below is the percentage of sales by principal category of products
for the 102 continuing stores for the last three fiscal years:
 
<TABLE>
<CAPTION>
                                                   PERIOD ENDED
                                      ---------------------------------------
                                      JUNE 29, 1996 JULY 1, 1995 JULY 2, 1994
                 CATEGORY              (52 WEEKS)    (52 WEEKS)   (53 WEEKS)
                 --------             ------------- ------------ ------------
     <S>                              <C>           <C>          <C>
     Prescription, Health and Beauty
      Care Products, Cosmetics and
      Greeting Cards.................     56.0%         55.7%        54.9%
     All Other Merchandise...........     44.0%         44.3%        45.1%
</TABLE>
 
  Phar-Mor's business is seasonal to a certain extent. The highest volume of
sales and net income usually occurs in the second fiscal quarter (generally
October, November and December) and the lowest volume occurs during the third
fiscal quarter (generally January, February and March). The following table
summarizes Phar-Mor's sales by quarter during fiscal 1996.
 
                     SALES BY QUARTER DURING FISCAL 1996*
 
<TABLE>
<CAPTION>
                                                                   PERCENTAGE OF
                                                                    TOTAL SALES
                                                                   -------------
       <S>                                                         <C>
       First Quarter..............................................      24.1%
       Second Quarter.............................................      26.9
       Third Quarter..............................................      23.9
       Fourth Quarter.............................................      25.1
                                                                       -----
                                                                       100.0%
</TABLE>
      --------
      *  For the 102 stores operating as of June 29, 1996
 
                                      140
<PAGE>
 
COMPETITION
 
  Phar-Mor's stores compete primarily with conventional drugstores,
supermarkets and mass merchant discounters. Among these competitors, many have
greater financial resources than Phar-Mor. Phar-Mor's strategy for competing
with conventional drugstores is through its broader product selection and
generally lower prices than traditional drugstore lines. Phar-Mor believes it
has these same competitive advantages against most supermarkets for non-
grocery items. Phar-Mor's strategy for competing with supermarkets in grocery
product lines, where Phar-Mor does not have a broader selection, is to carry
an often changing mix of items priced lower than most supermarkets.
 
  Phar-Mor does not attempt to compete against mass merchant discounters
solely on the basis of price. In traditional drugstore lines, particularly
health and beauty care products and greeting cards, Phar-Mor offers broader
product selection than mass merchant discounters. Mass merchant discounters
generally are unwilling to allocate as much display space as Phar-Mor devotes
to these categories. The merchandising changes Phar-Mor has implemented,
including the creation of "signature" departments in dedicated aisle space
with distinguishing signage, such as health and beauty care products,
cosmetics, video rentals and "The Card Shop," "Pet Place," "One Stop Baby
Shop," and "Vitamin Shoppe," are designed in part to distinguish Phar-Mor from
mass merchant discounters and to increase its strength in areas in which, in
Phar-Mor's opinion, such merchants do not excel.
 
CAPITAL EXPENDITURES
 
  Phar-Mor's most significant capital needs are for seasonal buildup of
inventories, technology improvements and remerchandising and remodeling of
existing stores.
   
  Phar-Mor's capital expenditures totaled $7.0 million in fiscal 1996,
including expenditures totaling $2.4 million for rightsizing and remodeling of
existing stores. Prior to the Transaction, Phar-Mor anticipated spending
approximately $30.1 million for capital expenditures in fiscal 1997. In light
of the Transaction, the amount of capital expenditures for fiscal 1997 is
being reviewed and will likely change; however, Phar-Mor is reviewing plans to
remodel 12 additional stores in calendar 1997 in addition to the approximately
two additional stores Phar-Mor plans to open in calendar 1997. The estimated
capital required to remodel these 12 stores is approximately $8 million, and
the estimated capital for each new store is typically $750,000, exclusive of
inventory costs of $1.3 million per store.     
 
GROWTH
   
  Phar-Mor opened no new stores in fiscal 1996 and opened one new store on
December 1, 1996. Phar-Mor plans to open approximately two additional new
stores in calendar 1997. Expansion in the near future is expected to be
minimal and in existing or contiguous markets in its core market states of
Pennsylvania and Ohio. Leases for two additional new stores in the
Philadelphia market have been executed. Expansion in existing markets improves
Phar-Mor's operating margins by decreasing advertising costs on a per store
basis, permitting more efficient distribution of products to stores and
increasing utilization of existing supervisory and managerial staff.     
 
  The aggregate cost of any future expansion is dependent upon the method of
financing new stores. Build to suit (i.e., landlord constructed) leases cost
approximately $750,000 per store for furniture, fixtures, and equipment and
each new store requires approximately $1.3 million in inventory. Company-
funded conversion of existing buildings is another possible method of future
expansion; however the cost of such expansion per store varies significantly
depending upon the age, condition and configuration of such buildings.
 
  Phar-Mor has reduced store occupancy costs through negotiated rent
concessions and store rightsizings. As of June 29, 1996, Phar-Mor's stores
ranged in size from approximately 30,000 to 70,000 square feet, with an
average store size of approximately 51,000 square feet. Since June 1993, Phar-
Mor has rightsized 14 stores, reducing the average size of such stores by
approximately 19,000 square feet and the average annual occupancy costs of
such stores by over $152,000 per store. Phar-Mor believes that approximately
45 additional stores are
 
                                      141
<PAGE>
 
larger than warranted and have floor plan configurations that make rightsizing
feasible in the future. Phar-Mor plans to reduce the size of such stores to
approximately 40,000 square feet. Phar-Mor also currently intends to remodel
certain rightsized and other stores. As of December 31, 1996, Phar-Mor has
completed remodeling 12 stores, including the "club stores." While the average
cost of remodeling each store was approximately $650,000, Phar-Mor believes
that the cost of remodeling additional stores can be reduced depending upon
size, configuration and geographic location of a store.
 
  In anticipation of the Transaction, Phar-Mor has suspended its rightsizing
program. However, two locations are being remodeled (New Philadelphia, Ohio
and West Palm Beach, Florida) as a result of consummated rightsizing
transactions. Phar-Mor estimates that approximately 45 stores previously
identified as potential downsizing candidates may be remerchandised to include
certain additional complementary merchandise typically sold in ShopKo stores.
Also, a limited number of the stores may accommodate the "club store" concept.
If implemented, these changes in space utilization strategy would allow Phar-
Mor to draw on merchandising expertise from ShopKo, create buying efficiencies
not previously available to Phar-Mor, and offer the opportunity to consolidate
certain related functions.
 
TRADEMARKS AND SERVICE MARKS
 
  Phar-Mor believes that its registered "Phar-Mor" and "Power Buying"
trademarks are well recognized by its customer base and the public at large in
the markets where such trademarks have been advertised. Phar-Mor believes that
the existing customer and public recognition of its trademarks and related
operational philosophy will be beneficial to its strategic plans to expand
merchandise categories and add new stores. Phar-Mor has also introduced a
number of private label brands of products under various registered trademarks
and trademarks pending registration.
 
  Phar-Mor has also applied for several other trademarks and service marks
which management believes may develop independent recognition and association
with Phar-Mor. Included among these is the service mark "Don't Pay Drugstore
Prices" which has been developed and implemented as part of Phar-Mor's new
merchandising and marketing strategies. However, there can be no assurance
that Phar-Mor will receive a federal registration for such trademarks and
service marks.
 
HISTORY
 
  Phar-Mor was founded in 1982 as a division of a subsidiary of the Giant
Eagle, Inc. supermarket chain. The initial Phar-Mor concept was built on the
premise that a drugstore offering additional, and at times unexpected,
categories of merchandise could attract customers by featuring low prices made
possible by acquiring inventory at relatively low cost through deal purchases
of overstock, odd lot, discontinued, large unit size or slow-moving
merchandise from manufacturers and distributors. Phar-Mor grew, rapidly
expanding from 12 stores in August 1985 to 311 stores in August of 1992. Store
size also grew dramatically, increasing from an average of approximately
31,000 square feet in fiscal 1986 to approximately 58,500 square feet in 1992.
Phar-Mor's rapid growth was mirrored by apparent extraordinary financial
success.
 
  However, in early August 1992, Phar-Mor publicly disclosed that it had
discovered a scheme by certain senior executives to falsify certain financial
results and divert funds to unrelated enterprises and for personal expenses.
The officers involved, including Phar-Mor's former President and Chief
Operating Officer, former Chief Financial Officer, former Vice President of
Finance and former Controller were promptly dismissed. In an effort to restore
support from its vendors and lenders and to implement a business turnaround
plan, Phar-Mor and its fifteen wholly owned subsidiaries filed petitions for
protection under Chapter 11 of the United States Bankruptcy Code on August 17,
1992 (the "Petition Date"). A new management team, hired by the Phar-Mor
Board, assumed day-to-day management of Phar-Mor.
 
  Upon discovery of the fraud, it became apparent that Phar-Mor's explosive
growth during the preceding several years had been fueled in part by a
systematic scheme to falsify Phar-Mor's financial results and to conceal
 
                                      142
<PAGE>
 
Phar-Mor's true financial condition. The fraud which was perpetrated by the
manipulation of information and override of the system of internal controls by
certain of its senior executives, as well as a lack of systems and surrounding
controls, masked very substantial losses, created in part by low margins, slow
moving merchandise categories, high rentals for the newer and larger stores
and operational inefficiencies. By the time Phar-Mor concluded its
investigation into the size of the fraud, it determined that cumulative
earnings had been overstated by approximately $500 million. Additional charges
to cumulative earnings of approximately $500 million resulted from changes in
accounting policies and restructuring costs which were recorded as of
September 26, 1992. See "Notes to Consolidated Financial Statements."
 
  The new management of Phar-Mor faced the task of reconstructing its
accounting records and strengthening the control systems. New management
developed and implemented a strict internal control regimen, buttressed by
frequent and widely distributed internal management reports, designed
specifically to avoid a situation in which a member of management could
override controls and avoid detection.
 
  In particular, management (i) implemented three major information system
improvements, each of which supports the accurate reporting of inventory and
facilitates stricter accounting controls: point-of-sale ("POS") scanning
equipment, a pharmacy software system and a Distribution Control System
("DCS") warehousing system (these systems provide greater merchandising data,
facilitate pharmacy processing and track and coordinate inventory purchasing
and warehouse volume), (ii) undertook a full review of various existing
systems which included an operations and control enhancement project on the
accounts payable system and a vendor correspondence and relations review and
(iii) enhanced an internal audit department that assembled extensive protocols
to follow in conducting audits of internal controls.
 
  In order to further enhance the control process, new management regularly
generates numerous internal reports which are distributed to a wide variety of
senior, middle and lower level management on a daily, weekly and monthly
basis. In addition, operational and financial planning meetings are now
attended by members of all levels of management.
 
  Phar-Mor emerged from bankruptcy on September 11, 1995 (the "Restructuring
Date") with a new President and Chief Operating Officer, Chief Financial
Officer and Corporate Controller hired after the Petition Date to replace
those responsible for the fraud. Additional new senior managers were hired
subsequent to the Petition Date.
 
  During the pendency of the bankruptcy cases of pre-reorganized Phar-Mor and
its subsidiaries, new management analyzed the performance and prospects of
each store to identify a core group of high volume, profitable and
geographically concentrated stores that would serve as the basis of
reorganized Phar-Mor. Based on this analysis, Phar-Mor closed 209 stores (not
including separate liquor stores which were closed at various times) in five
stages: 54 stores between October 1992 and December 1992, 34 stores between
March 1993 and June 1993, 55 stores in July 1993, 25 stores in October 1994
and 41 stores in July 1995, thereby reducing the number of stores from 311 in
September 1992 to 102 stores as of the Restructuring Date of Phar-Mor's
bankruptcy plan of reorganization (the "Phar-Mor Restructuring").
 
  Phar-Mor also implemented a series of fundamental changes designed to
achieve operating profitability and to position Phar-Mor for future growth.
Following the Petition Date, Phar-Mor reduced the number of warehouses and
increased outsourcing of product distribution; reduced the average size of
several stores by approximately 19,000 square feet; introduced POS scanning in
all stores; installed a new pharmacy software system; installed the DCS
warehouse logistics system; and reduced the number of corporate personnel by
75%.
 
  In connection with the Phar-Mor Restructuring and its emergence from
bankruptcy (as discussed below), Phar-Mor restructured its debt obligations
and converted approximately $855 million of debt into equity. Phar-Mor also
entered into the Phar-Mor Revolving Credit Facility, a three-year, $100
million revolving credit facility. As of June 29, 1996, no borrowings were
outstanding under the Phar-Mor Revolving Credit Facility, other than standby
letters of credit totaling approximately $5.4 million.
 
                                      143
<PAGE>
 
REGULATION
 
  Phar-Mor is subject to the Fair Labor Standards Act, which governs such
matters as minimum wages, overtime, and other working conditions. To the
extent that pay scales for a portion of Phar-Mor's personnel relate to the
federal minimum wage, the scheduled increase in the minimum wage will increase
Phar-Mor's labor costs.
 
  The prescription drug business is subject to the federal Food, Drug and
Cosmetic Act, Drug Abuse Prevention and Control Act and Fair Packaging and
Labeling Act relating to the content and labeling of drug products, comparable
state statutes and state regulation regarding record keeping and licensing
matters with civil and criminal penalties for violations.
 
PROPERTIES
 
  Phar-Mor operates 103 stores in 18 states. Approximately 51% of Phar-Mor's
stores are located in Pennsylvania, Ohio and West Virginia, and approximately
24% are located in Virginia, North Carolina and South Carolina. The following
is a breakdown by state of the locations of Phar-Mor's stores.
 
<TABLE>
<S>                     <C>
Alabama................   1
Colorado...............   2
Florida................   5
Georgia................   3
Illinois...............   4
Indiana................   3
Iowa...................   2
Kansas.................   2
Kentucky...............   1
</TABLE>
<TABLE>
<S>                     <C>
Missouri...............   1
North Carolina.........   9
Ohio...................  15
Oklahoma...............   1
Pennsylvania...........  34
South Carolina.........   4
Virginia...............  11
West Virginia..........   4
Wisconsin..............   1
</TABLE>
 
  As of December 31, 1996, all of Phar-Mor stores were leased. All store
leases are long term; the original terms of 76 leases and the original terms
with options of four leases expire on or before December 31, 2006. Most stores
are located adjacent to or near shopping centers or are part of strip centers.
The remaining stores are free-standing. Depending on the location of a store,
the sites may vary, with averages by type of location as follows: free-
standing stores are located on sites averaging 2.84 acres; stores located in
strip centers are found on sites averaging 23.7 acres; and stores in malls are
on sites averaging 46.8 acres. A proto-typical store includes 32,000 square
feet of sales space and 8,000 square feet of storage area and ample off-street
parking. The stores are designed in a "supermarket" format familiar to
customers and shopping is done with carts in wide aisles with attractive
displays. Traffic design is intended to enhance the opportunity for impulse
purchases.
 
  Phar-Mor operates a distribution center near Youngstown, Ohio comprised of
two adjoining leased warehouse facilities. Phar-Mor also leases most of the
equipment used in the warehouse facilities. This distribution center delivered
approximately 35% of all merchandise to the stores in fiscal 1996, primarily
using contract carriers. The balance of the products were delivered directly
to the stores by vendors. Phar-Mor has the option to terminate one or more of
these warehouse and/or equipment leases on December 31, 2000 upon payment of
an early termination fee. If all these leases were terminated on that date,
the aggregate early termination fee would be $1.8 million. In addition, Phar-
Mor has a separate option to terminate all of the warehouse leases at any time
after July 1, 1996 for payment of approximately $5.2 million.
 
  Phar-Mor and a wholly owned subsidiary of Phar-Mor are partners in an Ohio
limited partnership, which owns the office building where Phar-Mor occupies
approximately 141,000 square feet of space for its corporate offices in
Youngstown, Ohio. Phar-Mor leases offices comprising approximately 80,000
square feet for its headquarters in such building from such partnership. The
headquarters lease has a five-year term and allows Phar-Mor to renew the lease
for two additional five year terms. Phar-Mor has the right to terminate the
headquarters lease beginning March 1, 1997 and ending March 1, 1998. In
connection with the Transaction and the planned consolidation of Cabot Noble's
corporate headquarters, Phar-Mor intends to exercise this option and
 
                                      144
<PAGE>
 
terminate the lease following the Effective Date. Upon termination, Phar-Mor
will not be liable with respect to any loans secured by the headquarters
property. However, a termination fee of up to $1 million must be paid by Phar-
Mor.
 
LEGAL PROCEEDINGS
 
  In the normal course of business, Phar-Mor is subject to various claims. In
the opinion of management, any ultimate liability arising from or related to
these claims should not have a material adverse effect on future results of
operations, cash flows or the consolidated financial position of Phar-Mor.
 
DIRECTORS AND EXECUTIVE OFFICERS
 
  The directors and executive officers of Phar-Mor as of the date hereof are
listed below.
 
<TABLE>   
<CAPTION>
       NAME              AGE                            POSITION
       ----              ---                            --------
<S>                      <C> <C>
Robert M. Haft..........  44 Chairman of the Board of Directors and Chief Executive Officer
M. David Schwartz.......  51 President and Chief Operating Officer
Daniel J. O'Leary.......  50 Senior Vice President and Chief Financial Officer
John R. Ficarro.........  44 Senior Vice President, General Counsel and Secretary
Warren E. Jeffery.......  47 Senior Vice President, Store and Pharmacy Operations
Michael K. Spear........  51 Senior Vice President--Marketing and Merchandising
Abbey J. Butler.........  59 Director
Melvyn J. Estrin........  52 Director
Linda Haft..............  46 Director
Malcolm T. Hopkins......  68 Director
Richard M. McCarthy.....  60 Director
</TABLE>    
   
  Each of the foregoing directors has served on the Phar-Mor Board since
September 11, 1995. Robert A. Peiser, formerly a director of Phar-Mor,
resigned from the Phar-Mor Board effective as of September 4, 1996 in
connection with his acceptance of a position with FoxMeyer Health, resulting
in a vacancy on the Phar-Mor Board. Mr. Peiser's resignation did not result
from any disagreement with Phar-Mor on any matter relating to Phar-Mor's
operations, policies or practices. Phar-Mor currently is seeking to fill this
vacancy. Pursuant to the Combination Agreement, any individual selected by the
Phar-Mor Board to fill any vacancy on the Phar-Mor Board shall be selected in
consultation with a nationally recognized executive search firm and shall be
subject to approval by the independent directors of ShopKo.     
 
  Robert M. Haft assumed the positions of Chairman and Chief Executive Officer
of Phar-Mor as of September 11, 1995, the effective date of Phar-Mor's
bankruptcy plan of reorganization. He served as President and Chief Executive
Officer at different times with Crown Books, a retail chain of bookstores,
from 1977 to 1993. He also served as President and Vice Chairman at different
times at Trak Auto, a retail auto parts chain, from 1979 to 1993. Mr. Haft
also served at various positions at different times with Dart Group, a
retailing, real estate and financial management company from 1975 to 1993,
including Director, President, and Chief Operations Officer. From 1993 to
1995, Mr. Haft was not employed. Mr. Haft currently serves on the Board of
Directors of the Second Cup, an international retail chain of coffee shops,
and the Advisory Board Companies, a company focused on health care and
financial institutions.
 
  Mr. Haft and other members of the Haft family (including Mr. Haft's sister,
Linda Haft) are or have been involved in certain litigation involving or
related to the Dart Group and affiliated entities and affiliates of Combined
Properties, Inc. ("CPI"). This litigation relates to, among other things,
claims to compensation, options or payments from those entities, claims by
creditors of those entities on loan documents and guarantees, alleged related
party transactions, and the validity of releases executed by Dart Group and
CPI. CPI and certain related entities filed chapter 11 petitions in the United
States Bankruptcy Court for the District of Maryland on May 25, 1995. Until
July 1993, Mr. Haft served as a director (but not an executive officer) of CPI
and one of several general partners of certain of the related entities.
 
                                      145
<PAGE>
 
  M. David Schwartz has served as President and Chief Operating Officer of
Phar-Mor since February 1993. From 1991 to 1993, he was a Director and the
President and Chief Executive Officer of Smitty's Super Valu, Inc., a regional
food and general merchandising retailer, and between 1987 and 1991 Mr.
Schwartz served as a Director and the President and Chief Operating Officer of
Perry Drug Stores Inc., a regional chain of 200 drug stores. Mr. Schwartz was
Vice President of Drug/General Manager for the Kroger Company between 1985 and
1987 and, between 1971 and 1985, held positions with Albertson's Inc.
including Senior Vice President of Marketing, Senior Vice President of Non-
Foods Merchandising, Distribution and Procurement, Vice President of
Merchandising, and Non-Foods Merchandise Manager. Mr. Schwartz attended
Arizona State University.
 
  Daniel J. O'Leary has served as Senior Vice President and Chief Financial
Officer of Phar-Mor since December 1992. Prior to that time, he served as a
Director and, at various times, President and Chief Operating Officer,
Executive Vice President, Vice President of Finance and Chief Financial
Officer at Fay's Inc., a multi-concept regional retailer with drug stores and
auto parts stores. From 1969 to 1987, Mr. O'Leary was a member of the
accounting firm of Touche, Ross & Co. (now known as Deloitte & Touche LLP),
holding, at various times, positions including an office Managing Partner,
Audit Partner and Director of Audit Operations. Mr. O'Leary graduated from
Siena College, Loudonville, New York with a B.B.A. in Accounting.
 
  Warren E. Jeffery has served as Senior Vice President of Operations of Phar-
Mor since May 1996. Prior to that, Mr. Jeffery served as Vice President of
Operations, beginning February 1993. From 1992 to 1993, he served as Regional
Director-Store Operations for Revco D.S., Inc., operator of one of the
country's largest retail drug store chains. Mr. Jeffery was employed by Perry
Drug Stores from 1976 until 1992, holding various management positions,
including Vice President of Store Operations from 1988 to 1992. Mr. Jeffery
received a B.S. degree in pharmacy from Ferris State University.
 
  John R. Ficarro has served as Senior Vice President, General Counsel and
Secretary of Phar-Mor since September 1996. Prior to that, Mr. Ficarro served
as Vice President, General Counsel and Secretary of Phar-Mor since February
1995. From 1981 to 1995, Mr. Ficarro was employed by General Host Corporation
where he served as Vice President, General Counsel and Secretary since 1989
and prior to that time served as Counsel to several of its retail businesses.
General Host Corporation currently operates a multi-regional lawn and garden
retail chain under the name Frank's Nursery and Crafts. Prior to 1981, Mr.
Ficarro was engaged in a private law practice in Florida. Mr. Ficarro received
a B.A. from Syracuse University and a J.D. from its College of Law.
 
  Michael K. Spear has served as Senior Vice President of Marketing and
Merchandising of Phar-Mor since July 1996. From 1995 to 1996, Mr. Spear served
as Executive Vice President Merchandising, Marketing, Information Systems at
Fred's, Inc., a regional grocery retailer located in Memphis, Tennessee. Prior
to that, Mr. Spear served in a number of positions with Wal-Mart, the nation's
largest discount retail chain, from 1973 to 1995, beginning as store manager
until his most recent position as Vice President, Divisional Merchandise
Manager Hardlines at Wal-Mart's Sam's Club, a retail warehouse club operation.
   
  Abbey J. Butler is co-Chief Executive Officer, co-Chairman of the Board, and
a shareholder of FoxMeyer Health. He also served as co-Chairman of the board
of Ben Franklin Retail Stores, Inc., a retail craft company which is an
affiliate of FoxMeyer Health, and as managing partner of Centaur Partners,
L.P., an investment partnership. Mr. Butler has also been the President and
Director of C.B. Equities Corp., a private investment company, since 1982. Mr.
Butler currently serves as a Director and member of the Executive Committee of
FWB Bancorporation. He also serves as a Director of Urohealth Systems, Inc., a
developer, manufacturer and distributor of products for the health care market
and Carson Products, the leading manufacturer and marketer in the U.S. retail
ethnic hair care market. He is a trustee of the American University and a
Director of the Starlight Foundation. Mr. Butler was appointed by President
Bush to serve as a member of the Executive Committee of the National Committee
for the Performing Arts of the John F. Kennedy Center. See "--Certain
Relationships and Related Transactions."     
   
  Melvyn J. Estrin is co-Chief Executive Officer, co-Chairman of the Board,
and a shareholder of FoxMeyer Health. He also serves as co-Chairman of the
Board of Ben Franklin Retail Stores, Inc., a retail craft company.     
 
                                      146
<PAGE>
 
From 1983 to the present, Mr. Estrin served as Chairman of the Board and Chief
Executive Officer of Human Service Group, Inc., a private management and
investment firm, and of University Research Corporation, a consulting firm. He
currently serves as a director of Washington Gas Light Company, and as a
trustee of the University of Pennsylvania. Mr. Estrin also serves as a
Commissioner on the President's National Capital Planning Commission. See "--
Certain Relationships and Related Transactions."
 
  Linda Haft served as a Vice President of the Dart Group and Dart Drug Stores
and previously had responsibility for various buying functions, customer
relations, and internal affairs from 1974 to 1993. During 1994, she was
employed in a general administrative capacity by Temps & Company, a temporary
services company. Until 1993, she served as an Administrator of both Crown
Books and the Dart Group Foundation, and was Senior Vice President of Dart
Group Financial in 1993. Ms. Haft was not otherwise employed from 1993 to the
present. Ms. Haft is a trustee of the American University. She received a B.S.
degree from the School of Management from Syracuse University. Ms. Haft is
Robert Haft's sister. Ms. Haft is or has been involved in certain of the
litigation described above under Robert M. Haft's biography. Until July 1993,
Ms. Haft served as a general partner of certain entities affiliated with CPI.
 
  Malcolm T. Hopkins, a private investor and consultant since 1984, was Vice
Chairman, Chief Financial Officer, a member of the Board of Directors, and a
member of the three-man Senior Operating committee of the St. Regis
Corporation until, in 1984, St. Regis was acquired by Champion International.
In addition to his corporate financial and administrative responsibilities at
St. Regis, Mr. Hopkins was the senior officer in charge of strategic planning,
international financial policy, and special government relations. He also had
senior operating responsibility for St. Regis' chemical and insurance
operations. Mr. Hopkins has served on the Board of Directors of the following
companies since the dates indicated: the Columbia Gas System, Inc. (1982),
MAPCO, Inc. (1986), the Metropolitan Series Funds (1985), State Street
Research Portfolios, Inc. (1985), KinderCare Learning Centers, Inc. (1990),
EMCOR Group, Inc. (1994), and U.S. Home Corporation (1993). He received an A.
B. degree from Union College and an L.L.B. degree from Albany Law School.
 
  Richard M. McCarthy has over thirty-years experience in credit and risk
management. From 1962 until his retirement in 1994, Mr. McCarthy held various
credit related positions with Procter & Gamble Distributing Company, including
Manager of Systems Operations (1987), Manager of Credit and Accounts
Receivable (1989), and Manager of Credit and Risk Management (1991 to 1994).
In this last capacity, he was responsible for all of Procter & Gamble's
domestic accounts receivable. Mr. McCarthy was a member of the Board of
Directors of the National Association of Credit Management, the Cincinnati
Association of Credit Management, the National Health & Beauty Aids Credit
Association, and the National Food Manufacturers Credit Association. He holds
a B.S. from Cornell University and served as an officer in the United States
Marine Corps from 1958 to 1961.
 
  The Phar-Mor Board met eight times in fiscal 1996.
   
  On August 27, 1996, FoxMeyer Drug Company filed a petition for protection
under Chapter 11 of the United States Bankruptcy Code. See "--Operations." On
July 26, 1996, Ben Franklin Retail Stores, Inc. filed a petition for
protection under Chapter 11 of the United States Bankruptcy Code. Messrs.
Butler and Estrin are executive officers and directors of FoxMeyer Drug
Company and Ben Franklin Retail Stores, Inc.     
 
  Committees of the Phar-Mor Board. The Phar-Mor Board has a standing Audit
Committee and a standing Compensation Committee. The Audit Committee of the
Board provides the Board with an independent review of Phar-Mor's accounting
policies, the adequacy of financial controls and the reliability of financial
information reported to the public. The Audit Committee also conducts
examinations of the affairs of Phar-Mor as required by law or as directed by
the Board, supervises the activities of the internal auditor and reviews the
services provided by the independent auditors. The Audit Committee consists of
Mr. Hopkins (the Committee Chairman) and Mr. McCarthy and met four times in
fiscal 1996.
 
  The Compensation Committee of the Board determines compensation and benefits
for officers, reviews salary and benefits changes for other senior officers,
administers the Phar-Mor, Inc. 1995 Stock Incentive Plan,
the Phar-Mor, Inc. 1995 Director Stock Plan, the Phar-Mor, Inc. 1996 Director
Phantom Stock Plan and other employee benefits. The Compensation Committee,
which will be appointed annually, consists of Ms. Haft and Messrs. Butler (the
Committee Chairman), Estrin and Hopkins and met two times in fiscal 1996.
 
                                      147
<PAGE>
 
EXECUTIVE COMPENSATION
   
  Summary Compensation. The following table sets forth information concerning
the compensation of Phar-Mor's Chief Executive Officer, the other four most
highly compensated executive officers of Phar-Mor who served in those
capacities as of June 29, 1996 and an additional officer who would have been
among the four most highly compensated executive officers had he been an
executive officer at fiscal year-end (the "Phar-Mor Named Officers").     
 
<TABLE>
<CAPTION>
                                                                    LONG TERM COMPENSATION
                                                                    -----------------------
                                      ANNUAL COMPENSATION             AWARDS      PAYOUTS
                               ------------------------------------ -----------  ----------
       NAME AND         FISCAL                       OTHER ANNUAL      STOCK        LTIP       ALL OTHER
   PRINCIPAL PERSON      YEAR   SALARY     BONUS(1) COMPENSATION(2) OPTIONS (#)  PAYOUTS($) COMPENSATION(4)
   ----------------     ------ --------    -------- --------------- -----------  ---------- ---------------
<S>                     <C>    <C>         <C>      <C>             <C>          <C>        <C>
Antonio C. Alvarez.....  1996  $178,562    $107,942       --          416,667(3)    --        $2,650,000(3)
 Former CEO              1995   900,000     540,000       --              --        --               --
Robert M. Haft.........  1996   726,936(5)  270,000       --          256,250          (8)        66,637
 Chairman and CEO                                         --              --        --
M. David Schwartz......  1996   571,632     215,000       --          175,000       --           505,548
 President and COO       1995   500,000     200,000       --              --        --             2,602
Daniel J. O'Leary......  1996   236,500      85,000       --           87,500       --           250,147
 Senior Vice President   1995   236,500     106,250       --              --        --
  and CFO
Warren E. Jeffery......  1996   176,265      45,000       --           50,000       --            78,540
 Senior Vice President,  1995   168,390      80,000       --              --        --               875
  Store and Pharmacy
  Operations
John R. Ficarro........  1996   155,016      50,000       --           15,000       --            34,013
 Senior Vice             1995    59,622(7)   28,000       --              --        --               --
  President(6),
  Secretary and General
  Counsel
Sankar Krishnan........  1996   150,000      45,000       --           25,000       --           139,226
 Vice President and
  Controller             1995   150,000      70,000       --              --        --               --
</TABLE>
- --------
(1) Bonuses are shown for the fiscal year earned, but are paid in the
    following fiscal year. Mr. Haft will not receive payment of his fiscal
    1996 bonus until after January 1, 1997.
(2) No information is provided in the column labeled "Other Annual
    Compensation" since the aggregate amount of perquisites and other personal
    benefits for the periods indicated is less than the lesser of $50,000 or
    10% of the total annual salary and bonus reported for each of the Phar-Mor
    Named Officers.
(3) The 416,667 in stock options reported for Mr. Alvarez are not specifically
    allocated to him, but rather were issued to Alvarez & Marsal, Inc. ("A&M")
    pursuant to a management services agreement between Phar-Mor and A&M.
    $2,500,000 of the $2,650,000 reported above in "All Other Compensation"
    was a confirmation bonus which was not paid to him but rather was paid to
    A&M pursuant to such management services agreement. See "--Certain
    Relationships and Related Transactions--Transactions with Alvarez &
    Marsal, Inc."
(4) Information provided in the column labeled "All Other Compensation" for
    the 1996 Fiscal Year includes the following: (i) the value of insurance
    premiums paid by Phar-Mor for the benefit of each of the Phar-Mor Named
    Officers as follows: Mr. Haft, $66,637; Mr. Schwartz, $2,040; Mr. O'Leary,
    $147; Mr. Jeffery, $2,234; Mr. Ficarro, $4,376; and Mr. Krishnan, $132;
    (ii) matching contributions to Phar-Mor's Employee Savings and Retirement
    Plan to certain of the Phar-Mor Named Officers as follows: Mr. Schwartz,
    $3,508; Mr. Jeffery, $1,306; Mr. Ficarro, $653; and Mr. Krishnan, $1,760;
    (iii) moving expenses paid by Phar-Mor for the benefit of certain of the
    Phar-Mor Named Officers as follows: Mr. Ficarro, $28,984; and
    Mr. Krishnan, $37,334; (iv) confirmation bonuses paid by Phar-Mor to
    certain of the Phar-Mor Named Officers as follows: Mr. Schwartz, $500,000;
    Mr. O'Leary, $250,000; Mr. Jeffery, $75,000; and Mr. Krishnan, $100,000;
    and (v) consulting fees in the amount of $150,000 paid to Mr. Alvarez.
   
(5) This amount represents Mr. Haft's salary from the date of the commencement
    of his employment with Phar-Mor, September 11, 1995 through the end of the
    fiscal year.     
(6) As of September 1996, Mr. Ficarro has held the position of Senior Vice
    President.
(7) This amount represents Mr. Ficarro's salary from the date of the
    commencement of his employment with Phar-Mor, February 13, 1995, through
    the end of the fiscal year.
(8) Mr. Haft's employment agreement also provides for long-term performance
    payouts to Mr. Haft, commencing with the fiscal year ending June 30, 1998,
    and each third year thereafter during the term of his employment
    agreement, in an amount (subject to the offset referred to in the last
    sentence of this paragraph) equal to 3% of any excess of (i) the aggregate
    market value of the publicly traded Phar-Mor Shares based on the average
    closing price for the thirty (30)-day period ended on the last day of the
    subject period (less the sum of (a) the proceeds from the exercise during
    such period of any options or warrants plus (b) any cash or property
    consideration actually received by Phar-Mor during such period from the
    issuance of any shares of its common stock) over (ii) the aggregate market
    value of the publicly-traded Phar-Mor Shares based on the average closing
    price for the thirty (30)-day period ending on the last day of the
    immediately prior subject period (provided that for the first day of the
    period ending on June 30, 1998, such average closing price shall be deemed
    to be $8.00 per share). One-half of the aggregate annual bonuses paid or
    payable in respect of the applicable three-year period will be offset
    against the long-term payout amount. No award has been made pursuant to
    these long-term performance payout provisions.
 
                                      148
<PAGE>
 
   
  The Combination is not expected to materially impact the individual
compensation of any Phar-Mor Named Officers, except with respect to the
certain option grants and revisions to certain employment agreements and
arrangements. See "Certain Transactions--Phar-Mor Option Grants; Employment
Agreements--Executive Officers." Messrs. Schwartz, O'Leary, Jeffery, Ficarro
and Krishnan may be compensated for certain reimbursable expenses associated
with the proposed relocation of Phar-Mor's corporate headquarters to Green
Bay, Wisconsin.     
 
  Option Grants.  The table below shows, for each of the Phar-Mor Named
Officers, the number ofPhar-Mor Shares subject to options as of June 29, 1996.
All of the options set forth below were issued under the Phar-Mor, Inc. 1995
Stock Incentive Plan, other than (i) options to purchase 10,000 shares granted
to Mr. Haft (and each of the other directors of Phar-Mor) under the Phar-Mor,
Inc. 1995 Director Stock Plan, and (ii) the options issued to Alvarez &
Marsal, Inc. and shown below as if issued to Mr. Alvarez (the "A&M Options").
See "--Certain Relationships and Related Transactions."
<TABLE>
<CAPTION>
                                                                                          POTENTIAL REALIZABLE
                                                                                            VALUE AT ASSUMED
                                                                                              ANNUAL RATES
                                                                                                OF STOCK
                                                                                           PRICE APPRECIATION
                                                                                          FOR OPTION TERM (5)
                                                                                          ---------------------
                                                 PERCENT OF TOTAL
                                                 OPTIONS GRANTED
                            NUMBER OF SECURITIES TO EMPLOYEES AS
         NAME AND            UNDERLYING OPTIONS  OF JUNE 29, 1996   EXERCISE   EXPIRATION
         POSITION               GRANTED (#)          (%) (4)      PRICE ($/SH)    DATE     5% ($)     10% ($)
         --------           -------------------- ---------------- ------------ ---------- ---------  ----------
                                                                                             (IN THOUSANDS)
<S>                         <C>                  <C>              <C>          <C>        <C>        <C>
Robert Haft(1)................    256,250              27.2%         $8.00     9/11/2002  $     835  $    1,945
 Chairman and Chief                10,000               0.5           7.06     10/3/2000         10          22
  Executive Officer
Antonio C. Alvarez(1)......       416,667(2)(3)         --            8.00     9/11/2002      1,357       3,162
 Former Chief Executive
  Officer
M. David Schwartz(1).......       175,000              18.6           8.00     9/11/2002        570       1,328
 President and Chief
  Operating Officer
Daniel J. O'Leary(1).......        87,500               9.3           8.00     9/11/2002        285         664
 Senior Vice President and
  Chief Financial Officer
Warren E. Jeffery..........        45,000               4.8           8.00     9/11/2002        147         342
 Senior Vice President,             5,000(6)            0.5           7.56     9/11/2002         15          36
  Store and Pharmacy
  Operations
John R. Ficarro............        15,000               1.6           8.00     9/11/2002         49         114
 Senior Vice President,
  Secretary and General
  Counsel
Sankar Krishnan............        25,000               2.7           8.00     9/11/2002         82         190
 Vice President and
  Controller
</TABLE>
 
- --------
(1) The options issued to Mr. Haft (other than options to purchase 10,000
    shares granted to Mr. Haft under the Phar-Mor, Inc. 1995 Director Stock
    Plan), Schwartz and O'Leary are affected by certain provisions of their
    employment agreements as described below. Mr. Haft's options provide for
    extended post-termination exercise periods and accelerated vesting on
    termination of employment other than for cause. A&M and Mr. Haft also
    received certain registration rights in respect of shares issuable upon
    exercise of their respective options.
(2) The 416,667 options reported for Mr. Alvarez are not specifically
    allocated to him, but rather were issued to A&M pursuant to the Management
    Services Agreement.
(3) The options granted to A&M for the services of Mr. Alvarez are on
    substantially the same terms as options granted to Messrs. Haft, Schwartz,
    O'Leary and Jeffery under the Phar-Mor, Inc. 1995 Stock Incentive Plan,
    except that the options granted to A&M were fully vested on issuance, are
    subject to fewer restrictions on transfer, provide for non-discretionary
    anti-dilutive, reorganization and similar adjustments, and are not subject
    to forfeiture or other limits on exercise, other than those imposed by
    law.
(4) Based on a total of 941,950 options granted to employees of Phar-Mor,
    which amount excludes the 416,667 options reported for Mr. Alvarez, which
    options were not specifically allocated to him, but rather were issued to
    A&M pursuant to the Management Services Agreement.
(5) Annual growth-rate assumptions are prescribed by the rules of the
    Commission and do not reflect actual or projected price appreciation of
    the underlying Phar-Mor Shares.
(6) Options to purchase 5,000 shares granted to Mr. Jeffery under the Phar-
    Mor, Inc. 1995 Stock Incentive Plan vested with respect to 20% of the
    underlying shares on each of the date of grant (May 14, 1996) and the
    first anniversary of the Restructuring Date, and will vest in additional
    increments of 20% of the underlying shares (subject to adjustment) on each
    of the succeeding three anniversaries of the Restructuring Date.
 
                                      149
<PAGE>
 
  Except as otherwise indicated in the foregoing table, the options granted
under the Phar-Mor, Inc. 1995 Stock Incentive Plan vested with respect to 20%
of the underlying shares on each of the Restructuring Date and the first
anniversary of such date, and will vest in additional increments of 20% of the
underlying shares (subject to adjustment) on each of the succeeding three
anniversaries of such date. All options under the Phar-Mor, Inc. 1995 Stock
Incentive Plan (except for those held by Mr. Haft) will be subject to early
termination within periods of up to one year (depending on the cause of a
termination of service) after the effective date of a termination of service
under the Phar-Mor, Inc. 1995 Stock Incentive Plan or (if applicable) the
expiration date under an applicable employment agreement. Except for Mr. Haft,
(i) to the extent then not vested, the options will terminate and (ii) to the
extent then vested, they may be exercised within one year following the death
or disability of the holder of the option, and within six months following any
other termination event, except where a termination by Phar-Mor is for cause,
in which case the options then will terminate. In addition to the options, the
Phar-Mor, Inc. 1995 Stock Incentive Plan authorizes the issuance of options to
purchase an additional 24,083 shares, plus any shares that become available on
the expiration, cancellation or early termination of the options.
 
  The following table sets forth the number of securities underlying
unexercised options:
 
            AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                       FISCAL YEAR END OPTION/SAR VALUES
 
<TABLE>
<CAPTION>
                                              NUMBER OF SECURITIES UNDERLYING
                                               UNEXERCISED OPTIONS AT END OF
                                                      FISCAL YEAR 1996
                                              ----------------------------------
   NAME                                       EXERCISABLE        UNEXERCISABLE
   ----                                       -------------  /   ---------------
   <S>                                        <C>           <C>  <C>
   Robert M. Haft............................       112,500    /        143,750
   Antonio C. Alvarez........................       416,667    /              0
   M. David Schwartz.........................        70,000    /        105,000
   Daniel J. O'Leary.........................        35,000    /         52,500
   Warren E. Jeffery.........................        20,000    /         25,000
   John R. Ficarro...........................         6,000    /          9,000
   Sankar Krishnan...........................        10,000    /         15,000
</TABLE>
 
  Mr. Haft's employment and option agreements provide for acceleration of
vesting upon a termination by Phar-Mor (other than for cause) and for extended
post-termination exercise periods ranging from six to eighteen months (but in
certain events not less than 4 1/2 years after the Restructuring Date)
depending on the reason for termination.
 
  In the case of the options granted to Mr. Haft, the terms and conditions
pertaining to the grant, exercise and ownership thereof will, in addition to
the terms and conditions of the Phar-Mor, Inc. 1995 Stock Incentive Plan, be
governed by the terms and conditions of his employment and option agreements,
and in the event of any conflict, inconsistency or ambiguity between, or
arising as the result of, the terms and conditions of the Phar-Mor, Inc. 1995
Stock Incentive Plan and such agreements, the terms most favorable to Mr. Haft
will control for all purposes and in all respects.
 
                                      150
<PAGE>
 
EXECUTIVE COMPENSATION PLANS
 
  Phar-Mor, Inc. 1995 Stock Incentive Plan. The Phar-Mor, Inc. 1995 Stock
Incentive Plan was adopted in order to attract, reward and retain key
personnel (including officers, whether or not directors) of Phar-Mor and its
subsidiaries and certain other closely related eligible persons who provide
substantial services to such entities ("Phar-Mor Eligible Persons") and to
provide them with long-term incentives that are linked to Phar-Mor's stock
performance. Approximately 30 officers and approximately 575 other employees
of Phar-Mor and its subsidiaries are currently eligible to participate under
the Phar-Mor, Inc. 1995 Stock Incentive Plan.
 
  The Phar-Mor, Inc. 1995 Stock Incentive Plan is administered by the
Compensation Committee of the Phar-Mor Board (the "Phar-Mor Administrator"). A
maximum of 913,333 Phar-Mor Shares (subject to adjustment) may be issued upon
the exercise of awards granted under the Phar-Mor, Inc. 1995 Stock Incentive
Plan. As of June 29, 1996, a total of 906,950 Phar-Mor Shares were subject to
options granted under such Plan.
 
  The Phar-Mor, Inc. 1995 Stock Incentive Plan authorizes the issuance of
options and (subject to plan limitations) certain stock appreciation rights
("SARs"). As is customary in incentive plans of this nature, the number and
kind of shares available under the Phar-Mor, Inc. 1995 Stock Incentive Plan,
share limits, and shares subject to outstanding awards are subject to
adjustment in the event of certain reorganizations, recapitalizations, stock
splits, stock dividends, spin-offs, property distributions or other similar
extraordinary transactions or events in respect of Phar-Mor or the Phar-Mor
Shares. Shares relating to options or SARs that are not exercised or that
expire or are canceled will again become available for grant purposes under
the Phar-Mor, Inc. 1995 Stock Incentive Plan to the extent permitted by law
and the plan. Awards may be repriced or otherwise amended after grant,
provided that the amendment does not adversely affect the holder's rights
without his or her consent. A maximum of 277,778 Phar-Mor Shares may be
subject to options that during any twelve month period are granted to any
Phar-Mor Eligible Person under the Phar-Mor, Inc. 1995 Stock Incentive Plan.
 
  The exercise price under the Phar-Mor, Inc. 1995 Stock Incentive Plan of the
options is $8.00 per share and thereafter generally may not be less than the
fair market value of one Phar-Mor Share on the date of grant or such greater
amount as may be determined by the Phar-Mor Administrator. An option may
either be an incentive stock option, as defined in the Internal Revenue Code,
or a non-qualified stock option. All options granted pursuant to the Phar-Mor,
Inc. 1995 Stock Incentive Plan were non-qualified stock options. The aggregate
fair market value of the Phar-Mor Shares (determined at the time the option is
granted) for which incentive stock options may be first exercisable by an
option holder during any calendar year under the Phar-Mor, Inc. 1995 Stock
Incentive Plan or any other plan of Phar-Mor or its subsidiaries may not
exceed $100,000. A non-qualified stock option is not subject to any of these
limitations.
 
  Subject to early termination or acceleration provisions (which are
summarized below), an option generally will be exercisable, in whole or in
part, from the date specified in the related award agreement until the
expiration date, all as determined by the Phar-Mor Administrator. Earlier
expiration may occur following a termination of service. In no event, however,
is an option under the Phar-Mor, Inc. 1995 Stock Incentive Plan exercisable
more than seven years after its date of grant.
 
  Upon the occurrence of either (A) a Change in Control Event (as defined in
the Phar-Mor, Inc. 1995 Stock Incentive Plan to include, but not be limited
to, (i) the approval by the shareholders of Phar-Mor of a dissolution or
liquidation, (ii) certain agreements of merger or consolidation resulting in
Phar-Mor's shareholders, or entities associated or affiliated with them,
holding less than 50% of the voting stock of the surviving entity, (iii) the
sale of substantially all the assets of Phar-Mor as an entirety to a person
that is not an affiliated person of Phar-Mor, (iv) a person or group (other
than Robert M. Haft, Hamilton Morgan or other 25% owners as of the Effective
Date and certain related entities) acquiring beneficial ownership of over 50%
of the voting power, or (v) certain changes in the composition of the Phar-Mor
Board), or (B) under other circumstances (such as a termination of service),
the Phar-Mor Administrator, in its discretion, may provide for acceleration or
extension of the exercisability of awards, or provide for certain other
limited benefits, which may include SARs, under some or all awards and may
determine the extent, duration and other conditions of such additional rights
by amendment
 
                                      151
<PAGE>
 
to outstanding awards or otherwise. The Phar-Mor Board may terminate or amend
the Phar-Mor, Inc. 1995 Stock Incentive Plan, subject to the rights of holders
of outstanding options. If an amendment would (i) materially increase the
benefits accruing to Phar-Mor Eligible Persons under the Phar-Mor, Inc. 1995
Stock Incentive Plan, (ii) materially increase the aggregate number of shares
that may be issued under the Phar-Mor, Inc. 1995 Stock Incentive Plan, or
(iii) materially modify the eligibility requirements for participation under
the Phar-Mor, Inc. 1995 Stock Incentive Plan, the amendment, to the extent
deemed necessary by the Phar-Mor Board or the Phar-Mor Administrator or then
required by applicable law, must be approved by the shareholders.
 
  401(k) Employee Savings Plan. Employees of Phar-Mor are eligible to
participate in the 401(k) Employee Savings Plan (the "401(k) Plan"). The
401(k) Plan is a tax-qualified profit-sharing plan that provides for pre-tax
deferrals by employees and employer matching and profit-sharing contributions.
In addition, warehouse employees and drivers are eligible to participate in a
separate 401(k) savings plan.
 
  Retirement Plan. Phar-Mor maintains a noncontributory retirement plan (the
"Retirement Plan") that provides benefits, following retirement at age 65 or
older with one or more years of credited service (or age 55 with five or more
years of credited service), to salaried, non-union employees, including
officers of Phar-Mor. The plan provides a monthly pension for life to
supplement personal savings and Social Security benefits. The following table
shows as of June 29, 1996 the estimated annual benefits payable upon
retirement at age 65 under the Retirement Plan by specified compensation and
years of service classifications applicable to officers:
 
<TABLE>
<CAPTION>
  AVERAGE ANNUAL                       15 YEARS 20 YEARS 25 YEARS  30 OR MORE
   COMPENSATION                        SERVICE  SERVICE  SERVICE  YEARS SERVICE
  --------------                       -------- -------- -------- -------------
    <S>                                <C>      <C>      <C>      <C>
    $100,000.......................... $14,109  $18,182  $23,515     $28,218
    $150,000 or more.................. $21,984  $29,312  $36,640     $43,968
</TABLE>
 
  The amounts shown in the table are based on an assumed continued
applicability of the $150,000 compensation limit for qualified plans under the
Internal Revenue Code. Each year's accrued benefit under the Retirement Plan
is 0.6% of final average annual compensation not in excess of a rolling
average of the last 35-years annual social security wage base, plus 1.05% of
final average annual compensation in excess of such average wage base,
multiplied by years of credited service up to a maximum of 30 years. The
estimated annual retirement benefits, for the individuals named below, were
developed based on 1995 compensation, projected covered compensation, and the
respective dates of birth and projected credited service at normal retirement
age under the Retirement Plan. The credited years of service as of June 29,
1996 for individuals named in the Summary Compensation Table who are eligible
to participate in the Retirement Plan are as follows: Mr. Schwartz--4 years;
Mr. O'Leary--4 years; Mr. Jeffery--4 years; Mr. Ficarro--2 years; and Mr.
Krishnan--4 years. The plan was frozen as of July 1, 1996. Assuming these
individuals remain employed until the vesting period is reached, their
estimated annual retirement benefits under the plan will be: Mr. Schwartz--
$7,516; Mr. O'Leary--$6,965; Mr. Jeffery--$5,585; Mr. Ficarro--$2,934; and Mr.
Krishnan--$4,331.
 
  To the extent permitted by law, the minimum eligibility and vesting
provisions under these and other retirement, health and welfare benefit plans
were waived for Mr. Haft under the terms of his employment agreement.
 
  Other Pension Plans. In addition to the Retirement Plan discussed above,
Phar-Mor maintains two other pension plans for various groups of employees:
(i) the Phar-Mor, Inc. Retirement Plan for Hourly Employees at Niles, Ohio
Store and (ii) Tamco Distributors Company Warehouse and Drivers Pension Plan
(collectively, the "Pension Plans"). The Pension Plans are defined benefit
plans subject to the Employee Retirement Income Security Act of 1974 (as
amended, "ERISA"). For a more detailed discussion of the financial status of
the Pension Plans, see Note 15 to the Consolidated Financial Statements.
 
  Phar-Mor, Inc. 1995 Director Stock Plan. The Phar-Mor Board believes that
the ownership of Phar-Mor Shares by directors supports the maximization of
long-term stockholder value by aligning the interests of directors with those
of stockholders. The Phar-Mor, Inc. 1995 Director Stock Plan (the "Phar-Mor
Director
 
                                      152
<PAGE>
 
Stock Plan") is designed to facilitate the ownership of Phar-Mor Shares by
directors. The purpose of the Phar-Mor Director Stock Plan is to promote the
long-term growth of Phar-Mor by enhancing its ability to attract and retain
highly qualified and capable directors with diverse backgrounds and experience
and by increasing the proprietary interest of directors in Phar-Mor.
 
  Under the Phar-Mor Director Stock Plan, each director receives an annual
grant of an option to purchase 5,000 Phar-Mor Shares. In addition, each
director may elect to receive Phar-Mor Shares in lieu of all or a portion of
his or her annual retainer. The number of Phar-Mor Shares issuable in the
event of such election will be based upon the fair market value per Phar-Mor
Share (as defined in the Phar-Mor Director Stock Plan) on October 1st in the
year of such election, and will be determined by dividing such fair market
value into the amount of the annual retainer that the director elected to
receive in Phar-Mor Shares.
 
  A maximum of 250,000 Phar-Mor Shares will be available for the award of
shares and the grant of options under the Phar-Mor Director Stock Plan,
subject to adjustment in the event of stock splits, stock dividends or changes
in corporate structure affecting Phar-Mor Shares. To the extent a stock option
granted under the Phar-Mor Director Stock Plan expires or terminates
unexercised, the Phar-Mor Shares allocable to the unexercised portion of such
option will be available for awards under the Phar-Mor Director Stock Plan. In
addition, to the extent that shares are delivered (actually or by attestation)
to pay all or a portion of an option exercise price, such shares will become
available for awards under the Phar-Mor Director Stock Plan. Each director was
granted an option to purchase 5,000 Phar-Mor Shares on October 3, 1995 at an
exercise price of $7.06 per share and will be granted an option to purchase
5,000 Phar-Mor Shares on each October 1st thereafter while the Phar-Mor
Director Stock Plan is in effect. If a director begins service on a date other
than the date of the annual meeting of Phar-Mor stockholders in any year, the
number of shares subject to the option shall be prorated.
 
  The exercise price per share of all stock options granted under the Phar-Mor
Director Stock Plan will be 100% of the fair market value per Phar-Mor Share
(as defined by the Director Stock Plan) on the grant date. Options granted
under the Phar-Mor Director Stock Plan vest and are exercisable immediately,
and may be exercised until the fifth anniversary of the date of grant. Options
may be exercised either by the payment of cash in the amount of the aggregate
option price or by surrendering (or attesting to ownership of) Phar-Mor Shares
owned by the participant for at least six months prior to the date the option
is exercised, or a combination of both, having a combined value equal to the
aggregate option price of the shares subject to the option or portion of the
option being exercised. Any option or portion thereof that is not exercised on
or before the fifth anniversary of the date of grant shall expire.
 
  The Phar-Mor Director Stock Plan is administered by the Compensation
Committee of the Phar-Mor Board. The Phar-Mor Board may amend or terminate the
Phar-Mor Director Stock Plan at any time, but the terms of any option granted
under the Phar-Mor Director Stock Plan may not be adversely modified without
the participant's consent.
 
  Phar-Mor, Inc. 1996 Director Phantom Stock Plan. The Phar-Mor, Inc. 1996
Director Phantom Stock Plan (the "Phar-Mor Phantom Stock Plan") awards certain
deferred compensation to any director of Phar-Mor who is not an employee of
Phar-Mor or a subsidiary of Phar-Mor and who has served as a director for at
least three years (a Phar-Mor "Eligible Director"). Under the Phar-Mor Phantom
Stock Plan, Phar-Mor will establish a phantom stock account for each Phar-Mor
Eligible Director which is credited annually by that number of Phar-Mor Shares
whose aggregate fair market value on a date as specified under the Phar-Mor
Phantom Stock Plan equals the amount of the then current annual retainer
payable to such Phar-Mor Eligible Director, or such other amount as may be
determined by resolution of the Compensation Committee of the Phar-Mor Board.
The award is not in the form of actual Phar-Mor Shares, and no Phar-Mor Shares
will be set aside for the benefit of Phar-Mor Eligible Directors under the
Phar-Mor Phantom Stock Plan. The number of shares in each phantom stock
account is subject to adjustment for dilution and otherwise as set forth in
the Phar-Mor Phantom Stock Plan.
 
  Awards made under the Phar-Mor Phantom Stock Plan are payable solely in cash
upon the effective date of the first to occur of: (1) the Phar-Mor Eligible
Director's resignation from the Phar-Mor Board; (2) the Phar-Mor
 
                                      153
<PAGE>
 
Eligible Director's failure to be elected or re-elected to the Phar-Mor Board;
(3) the retirement of the Phar-Mor Eligible Director from the Phar-Mor Board;
or (4) death or permanent disability of the Phar-Mor Eligible Director. The
amount of the payment will be calculated based upon the fair market value of
the shares of phantom stock recorded in the Phar-Mor Eligible Director's
Phantom Stock Account (including all accrued cash dividends) as of the date of
distribution.
 
COMPENSATION OF DIRECTORS
 
  Each director of Phar-Mor (other than Mr. Haft, who has waived such fees for
as long as Mr. Haft is also an officer of Phar-Mor) receives an annual
retainer fee of $25,000 and an attendance fee of $1,000 ($2,000 in the case of
a committee chairman) for each meeting of the Phar-Mor Board, and of each of
the committees of the Phar-Mor Board attended, other than committee meetings
occurring on a date on which a board meeting is scheduled. All directors also
will be reimbursed for travel and other out-of-pocket expenses incurred by
them in attending board or committee meetings.
 
  Pursuant to the Director Stock Plan, directors receive an annual grant of
options to purchase 5,000 Phar-Mor Shares, and may elect to receive Phar-Mor
Shares in lieu of all or a portion of their annual retainer. Directors may
elect to defer payment of all or a portion of their annual retainer under a
non-qualified, unfunded deferred compensation plan. Deferred amounts are
invested, at the election of the director, in an interest-bearing account or a
stock equivalent account. The amounts deferred, plus any appreciation thereon,
are paid in cash on the dates specified by the director.
 
  Pursuant to the Phantom Stock Plan, Phar-Mor credits each Eligible Director
annually, commencing in October 1996, with that number of Phar-Mor Shares
whose aggregate fair market value on a date as specified under the Phantom
Stock Plan equals the amount of the then current annual retainer payable to
such Eligible Director, or such other amount as may be determined by
resolution of the Compensation Committee of the Phar-Mor Board. The award is
not in the form of actual Phar-Mor Shares, and no shares will be set aside for
the benefit of Eligible Directors under the Phantom Stock Plan. The number of
shares in each phantom stock account is subject to adjustment for dilution and
otherwise as set forth in the Phantom Stock Plan.
 
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
 
  Phar-Mor has entered into employment agreements with Messrs. Haft, Schwartz
and O'Leary, each of which is described below.
 
    Mr. Robert Haft. The employment agreement with Mr. Haft has a rolling
  three-year term commencing on the Restructuring Date that provides for Mr.
  Haft to serve as Chief Executive Officer and Chairman of the Phar-Mor
  Board. Mr. Haft's initial annual base salary is $900,000, subject to annual
  cumulative increases of 8%. The agreement provides for an annual incentive
  bonus under a company-sponsored bonus plan (if a bonus plan is approved, or
  otherwise as provided under a separate agreement between Phar-Mor and Mr.
  Haft), if reasonable performance objectives approved by the Phar-Mor Board
  are achieved, with a maximum bonus of 60% and a minimum bonus of 21% of
  annual base salary, commencing for fiscal year 1996, and various other
  benefits summarized below.
 
    Mr. Haft also was granted options to purchase 256,250 Phar-Mor Shares at
  $8.00 per share under the Phar-Mor, Inc. 1995 Stock Incentive Plan. In
  connection with the Combination, all such options will be automatically
  converted into options to purchase 256,250 Cabot Noble Shares at an
  exercise price of $8.00 per share under the Cabot Noble, Inc. 1997 Stock
  Incentive Plan. Mr. Haft's employment agreement provides for additional
  benefits in the future not less favorable than those provided under options
  granted or to be granted to other executives during the term of the
  employment agreement.
 
    The employment agreement provides that Mr. Haft serve as Chief Executive
  Officer and Chairman of the Phar-Mor Board. Mr. Haft may engage in other
  activities or pursue other investments (including activities that may be
  competitive with Phar-Mor's business provided that they do not unreasonably
  impede the performance of his duties for Phar-Mor and do not violate
  applicable legal requirements). The Phar-Mor
 
                                      154
<PAGE>
 
  Board has the authority to terminate Mr. Haft's employment without
  compensation under certain circumstances. The agreement does not require
  Mr. Haft to provide services at Phar-Mor's principal locations. Mr. Haft
  may resign at any time without violating the agreement, although his
  resignation without cause and without the Phar-Mor Board's consent would
  otherwise be treated like a termination for cause by Phar-Mor.
 
    Mr. Haft's employment agreement also provides for a long-term performance
  payout to Mr. Haft, commencing with the fiscal year ending June 30, 1998
  and each third year thereafter during the term of the employment agreement,
  in an amount (subject to the offset referred to in the last sentence of
  this paragraph) equal to 3% of any excess of (i) the aggregate market value
  of the publicly-traded Phar-Mor Shares based on the average closing price
  for the thirty (30)-day period ending on the last day of the subject period
  (less the sum of (a) the proceeds from the exercise during such period of
  any options or warrants plus (b) any cash or property consideration
  actually received by Phar-Mor during such period from the issuance of any
  shares of its common stock) over (ii) the aggregate market value of the
  publicly-traded Phar-Mor Shares based on the average closing price for the
  thirty (30)-day period ending on the last day of the immediately prior
  subject period (provided that for the first day of the period ending on
  June 30, 1998, such average closing price shall be deemed to be $8.00 per
  share). One-half of the aggregate annual bonuses paid or payable in respect
  of the applicable three-year period will be offset against the long-term
  payout amount.
     
    The employment agreement with Mr. Haft further provides for various
  employee benefits and perquisites, including but not limited to payment, on
  a tax reimbursed, "grossed up" basis, for a $3,000,000 whole life insurance
  policy on Mr. Haft's life or, at Mr. Haft's election, a term policy
  requiring an equivalent premium; disability insurance adequate to pay Mr.
  Haft 60% of base salary until age 70; reimbursement of all medical and
  dental costs for Mr. Haft and his family; the use of a company-owned car;
  and business expenses at locations other than Phar-Mor's headquarters. The
  agreement with Mr. Haft provides that, if it is terminated other than for
  cause, he is entitled to the present value of his base salary, discounted
  at 5%, for the remaining contract term, annual and long-term incentive
  payments payable for the remainder of the term, the accelerated vesting
  (and extended post-termination exercise periods) of all outstanding stock
  options, continued health and other benefits and (as further discussed
  below) tax-reimbursement in respect of any termination payments that
  constitute excess parachute payments under Federal income tax laws. Under
  Mr. Haft's employment agreement, the Combination constitutes a "change in
  control" with respect to Phar-Mor, which entitles Mr. Haft to terminate his
  employment with Phar-Mor and to consider such a termination as "Without
  Cause," thereby giving rise to the rights described above. In addition, it
  also would be considered a "change in control" under Mr. Haft's employment
  agreement giving rise to the rights described above if Mr. Haft were
  "involuntarily" no longer a member of Hamilton Morgan, including as a
  result of a sale of his interest pursuant to the exercise of the buy-sell
  provision under the Hamilton Morgan LLC Agreement, provided that Mr. Haft
  did not trigger the buy-sell provision. Phar-Mor calculated that the
  payment to which Mr. Haft would be entitled if his employment were to
  terminate under these conditions includes approximately $5.3 million in
  salary, bonus and benefits, depending upon the date such contract is
  terminated, plus a long-term performance payout that cannot be calculated
  at this time. Certain components of the formula for determination of the
  long term performance payout are currently not determinable or subject to
  differing interpretations; however, subject to a variety of assumptions and
  interpretations the amount of the long term performance payout could range
  from $0 to approximately $7 million. Additionally, Mr. Haft is entitled to
  be reimbursed for any federal income tax resulting from an "excess
  parachute payment" within the meaning of Section 280G of the Code, which
  reimbursement could range from $0 to approximately $6.7 million. In a
  letter dated January 17, 1997, Mr. Haft indicated to the Phar-Mor Board
  that he would consider an amicable termination of his Phar-Mor employment
  agreement if: (i) the Combination is completed without material
  modification or undue delay; (ii) no material adverse change has occurred
  concerning Mr. Haft's existing Phar-Mor employment contract, option
  agreement or registration rights agreement; and (iii) Cabot Noble enters
  into an employment     
 
                                      155
<PAGE>
 
     
  agreement providing that he will serve as Chairman and Chief Executive
  Officer of Cabot Noble and providing compensation acceptable to Mr. Haft
  for his Cabot Noble employment and for relinquishing his existing
  contractual rights under his Phar-Mor contract. If such amicable
  termination is reached, or occurs, it is unclear what impact such
  resolution would have on Phar-Mor. See "Certain Transactions--Phar-Mor
  Options Granted; Employment Agreements--Executive Officers."     
 
    A termination for cause by Phar-Mor, under the agreement, is limited to
  death, permanent disability (as defined), acts of moral turpitude
  concerning Phar-Mor, voluntary resignation, or the entry of a felony
  conviction. For a discussion of certain benefits and other consequences for
  Mr. Haft resulting from a change in control of Phar-Mor, see "--Change in
  Control Consequences for Mr. Haft," and "Description of Phar-Mor--Security
  Ownership of Certain Beneficial Owners and Management."
 
                                    155--1
<PAGE>
 
    Mr. Schwartz. The employment agreement with Mr. Schwartz has a term of
  two years commencing on September 11, 1995 and provides for Mr. Schwartz to
  serve as Phar-Mor's President and Chief Operating Officer. Mr. Schwartz's
  annual base salary is $600,000. The agreement provides for an annual
  incentive bonus if Phar-Mor achieves certain performance objectives
  approved by the Phar-Mor Board, with a target bonus of not less than 60% of
  his annual base salary and a maximum of 100% of annual base salary, as
  further described below. Mr. Schwartz was granted options to purchase
  175,000 Phar-Mor Shares at $8.00 per share under the Phar-Mor, Inc. 1995
  Stock Incentive Plan and a confirmation bonus of $450,000 plus 6,250 Phar-
  Mor Shares. In connection with the Combination all such options will be
  automatically converted into options to purchase 175,000 Cabot Noble Shares
  at an exercise price of $8.00 per share under the Cabot Noble, Inc. 1997
  Stock Incentive Plan.
 
    Mr. O'Leary. The employment agreement with Mr. O'Leary also has a term of
  two years from September 11, 1995 and provides for Mr. O'Leary to serve as
  a senior officer, initially as Senior Vice President and Chief Financial
  Officer of Phar-Mor. Mr. O'Leary's annual base salary is $236,500, subject
  to periodic increases consistent with increases granted to other senior
  officers (except Mr. Haft) generally. The agreement provides for an annual
  incentive bonus if Phar-Mor achieves certain performance objectives
  approved by the Phar-Mor Board, with a target bonus of not less than 50% of
  annual base salary and a maximum of 100% of annual base salary, as further
  described below. Mr. O'Leary was granted options to purchase 87,500 Phar-
  Mor Shares at $8.00 per share under the Phar-Mor, Inc. 1995 Stock Incentive
  Plan and a confirmation bonus of $200,000 plus 6,250 Phar-Mor Shares. In
  connection with the Combination all such options will be automatically
  converted into options to purchase 87,500 Cabot Noble Shares at an exercise
  price of $8.00 per share under the Cabot Noble, Inc. 1997 Stock Incentive
  Plan.
 
  Under Phar-Mor's Corporate Executive Bonus Plan for Fiscal Year 1996 (the
"1996 Bonus Plan"), certain executive officers would be eligible to receive a
cash bonus if Phar-Mor achieved a pre-established level of performance for the
fiscal year. The participating executive would receive at least 60% of his or
her individual targeted percentage bonus ("target bonus") if this performance
were at target, and 35% of the target bonus (e.g., if the target bonus is 50%,
35% of 50%) if Phar-Mor's performance were at entry level; the remaining
amount (up to 40%) was subject to the discretion of the Phar-Mor Board. If
Phar-Mor did not achieve the targeted level of performance, but achieved an
"entry level" or minimum performance threshold for payment of bonuses
established by the Phar-Mor Board, the specific bonus amount between minimum
and target bonus levels would be extrapolated, pro rata, based on the
relationship of actual performance to the entry and target levels of
performance; 60% of such amount would be mandatory and up to 40%
discretionary. The entry level performance was not achieved in fiscal year
1996. However, the Phar-Mor Board elected to pay certain discretionary
bonuses. For the fiscal year ended June 29, 1996, total bonuses of $1,188,539
were paid to 110 employees under the 1996 Bonus Plan.
 
  Mr. Haft's annual cash bonus rights under his employment agreement (which
will be subject to each year's bonus plan, or otherwise provided for under
separate agreement with Phar-Mor) are fixed at a maximum of 60% of base
salary, but are not be subject to the 60/40 discretionary allocation
applicable to other executives. If Phar-Mor's performance reaches the target
performance level, the full 60% target bonus will be payable to him; if Phar-
Mor's performance reaches the entry level performance, a 21% minimum bonus
will be paid, with the actual bonus amount between 21% and 60% to be
determined by the extrapolation methodology described above. Mr. Haft also
received a discretionary bonus for fiscal year 1996 which was included in the
amount above.
 
  The general terms of the options granted to Messrs. Haft, Schwartz and
O'Leary are summarized above. Each of the employment agreements provides for
continued vesting and exerciseability of options during the term as if a
termination of employment did not occur (or, in Mr. Haft's case, acceleration
of vesting) if the employee is terminated without cause or if he terminates
for "good reason" because of certain unilateral material changes to certain
terms of his service or other events (as more fully defined in the
agreements). Mr. Haft's options in such circumstances may be exercised at any
time within 4 1/2 years after the Effective Date.
 
  Loans. Under the terms of Mr. Haft's employment agreement and grant of
options, Phar-Mor will agree to loan Mr. Haft an amount equal to the exercise
price of the options (upon exercise). No loans have been made
 
                                      156
<PAGE>
 
as of the date hereof. Such loan or loans will become due on the first to
occur of (i) the fifth anniversary of the date that the loan was made, (ii) to
the extent of net proceeds of sale, after payment of related taxes, five
business days after the sale of the shares so acquired, (iii) 30 days after a
termination of his employment by Phar-Mor for specified cause or his
resignation other than for specified "good reason", or (iv) by way of offset,
upon the payment of settlement amounts to him upon a termination without cause
by Phar-Mor. The loans will bear interest, payable semi-annually, on the
outstanding principal balance at the mid-term applicable federal rate in
effect on the date such loans were made and shall be subject to compliance
with applicable laws. The Phar-Mor, Inc. 1995 Stock Incentive Plan authorizes
the Administrator to make loans to other optionees to pay the exercise price
of options, subject to specified conditions.
   
  Severance. The employment agreements for Messrs. Schwartz and O'Leary
provide, in the case of a termination by Phar-Mor without cause or by them
"for good reason", for a severance payment equal to the highest of (1) the
amount available under the Phar-Mor severance policy at the time of
termination, (2) the base salary remaining under the individual's employment
agreement or (3) one year's base salary. Phar-Mor's current severance plan, as
it applies to officers generally, provides for payment of severance pay equal
to salary at the time of termination for a period of 26 weeks, plus one
additional week for each year of service, up to ten years. Mr. Haft's
severance benefits are described throughout this section and also depend upon
the reasons for termination.     
   
  Change in Control Consequences for Mr. Haft. The agreement with Mr. Haft
provides that upon a change in control (as defined) Mr. Haft will have the
right for 90 days to terminate the agreement without cause and realize the
present value of the full (and certain accelerated) benefits under the
agreement for what would otherwise be the remaining term, as in the case of a
termination by Phar-Mor without cause. A change in control under the agreement
may include (among other events) the removal of or failure to elect Mr. Haft
Chairman of the Phar-Mor Board, his involuntary disassociation from Hamilton
Morgan under certain circumstances by reason of the operation of the Hamilton
Morgan LLC Agreement buy-sell provision, certain changes in ownership
involving 50% or more of the voting stock (or voting control) of Phar-Mor, the
sale of all or substantially all of the assets of Phar-Mor, certain
fundamental changes in the nature of its business approved by shareholders,
certain changes affecting a majority of the Phar-Mor Board, or the acquisition
by any person or group (other than existing 25% holders or persons affiliated
with Mr. Haft or FoxMeyer Corporation) of 50% or more control of the assets or
voting stock of Phar-Mor. Such a termination by Mr. Haft would be deemed a
termination without cause by Phar-Mor and entitle him to the rights attendant
thereto, in addition to certain reimbursement for any excise taxes thereon on
a "grossed-up" basis as described below.     
   
  Under Mr. Haft's employment agreement, the Combination constitutes a "change
in control" with respect to Phar-Mor, which entitles Mr. Haft to terminate his
employment with Phar-Mor and to consider such a termination as "Without
Cause." In addition, the exercise of the buy-sell provision under the Hamilton
Morgan LLC Agreement also entitles Mr. Haft to terminate his employment and to
consider such termination as "Without Cause." Under either of these two
scenarios, if Mr. Haft's employment is terminated, he may have the rights
described above under "--Mr. Robert Haft." Mr. Haft has indicated his
intention to continue with the combined companies after consummation of the
Transaction and has stated that he would like to work out an agreement with
the new Cabot Noble Board with respect to the terms and conditions concerning
his role as the Chairman and Chief Executive Officer of Cabot Noble. See "Risk
Factors--Dependence on Key Personnel."     
 
  Tax Considerations. Because the compensation of certain executive officers
will or may exceed $1,000,000 in any year, the provisions of Section 162(m) of
the Code may limit the deductibility of such compensation unless an exception
to such limitations is available. Because of uncertainties surrounding the
application and interpretation of such limits, no assurance can be given that
such compensation will be deductible. In addition, the employment agreement
with Mr. Haft provides explicit benefits in the event of a change in control.
To the extent these and other benefits (deemed to result from the change in
control) equal or exceed 300% of his average annual taxable compensation (as
defined in applicable regulations), the full amount of such excess ("parachute
payments") will not be deductible by Phar-Mor and the amount of the parachute
payments will reduce the $1,000,000 limit under Section 162(m).
 
                                      157
<PAGE>
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
   
  Ms. Haft and Messrs. Butler (the Committee Chairman), Estrin and Hopkins
served as members of the Compensation Committee during fiscal year 1996. The
Compensation Committee met twice during Fiscal Year 1996. Ms. Haft and Mr.
Hopkins are independent directors. Messrs. Butler and Estrin are co-Chief
Executive Officers, co-Chairman of the Board, and major shareholders of
FoxMeyer Health and FoxMeyer Corporation. See "--Certain Relationships and
Related Transactions."     
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
  Set forth in the table below is information, as of January 2, 1997, with
respect to the number of Phar-Mor Shares beneficially owned by (i) each person
or entity known by Phar-Mor to own more than five percent of the outstanding
Phar-Mor Shares, (ii) each director of Phar-Mor and (iii) each of the Phar-Mor
Named Officers. A person or entity is considered to "beneficially own" any
shares (i) over which such person or entity exercises sole or shared voting or
investment power or (ii) which such person or entity has the right to acquire
at any time within 60 days (e.g., through the exercise of options or
warrants).
<TABLE>   
<CAPTION>
                                                                 NUMBER OF
                                                   PERCENT    PHAR-MOR SHARES
    NAME AND ADDRESS OF     AMOUNT AND NATURE OF     OF    WHICH MAY BE ACQUIRED
    BENEFICIAL OWNER(1)    BENEFICIAL OWNERSHIP(2)  CLASS    WITHIN 60 DAYS(3)
    -------------------    ----------------------- ------- ---------------------
<S>                        <C>                     <C>     <C>
Hamilton Morgan, L.L.C...         4,908,435(4)       39.7%        204,402(5)
3000 K Street, N.W.,
 Suite 105
Washington, D.C. 20008
Lappin Capital                      615,300(6)        5.1%            --
 Management, L.P.........
LBL Group, L.P.
767 Third Avenue, 16th
 Floor
New York, NY 10017
Pioneering Management             1,256,200(6)      10.33%            --
 Corporation.............
60 State Street
Boston, MA 02109
Robert M. Haft...........         4,908,435(7)       39.7%        204,402(5)
20 Federal Plaza West
Youngstown, Ohio 44501
FoxMeyer Health                   4,908,435(7)       39.7%        204,402(5)
 Corporation.............
55910 N. Central Expwy,
 Ste 178
Dallas, TX 75206
The TCW Group,                      755,100(6)        6.2%            --
 Inc./Robert Day.........
865 South Figueroa Street
Los Angeles, California
 90017
M. David Schwartz........            76,250           *            70,000(8)
20 Federal Plaza West
Youngstown, Ohio 44501
Daniel J. O'Leary........            41,250           *            35,000(8)
20 Federal Plaza West
Youngstown, Ohio 44501
John R. Ficarro..........             6,000           *             6,000(8)
20 Federal Plaza West
Youngstown, Ohio 44501
Michael K. Spear.........            20,000           *            20,000(8)
20 Federal Plaza West
Youngstown, Ohio 44501
Warren E. Jeffery........            20,000           *            20,000(8)
20 Federal Plaza West
Youngstown, Ohio 44501
Sankar Krishnan..........            10,000           *            10,000(8)
20 Federal Plaza West
Youngstown, Ohio 44501
Abbey J. Butler..........         4,918,435(9)      39.7%          10,000(10)
55910 N. Central Expwy,
 Ste 178
Dallas, TX 75206
</TABLE>    
 
 
                                      158
<PAGE>
 
<TABLE>   
<CAPTION>
                                                               NUMBER OF
                                                 PERCENT    PHAR-MOR SHARES
    NAME AND ADDRESS OF   AMOUNT AND NATURE OF     OF    WHICH MAY BE ACQUIRED
    BENEFICIAL OWNER(1)  BENEFICIAL OWNERSHIP(2)  CLASS    WITHIN 60 DAYS(3)
    -------------------  ----------------------- ------- ---------------------
<S>                      <C>                     <C>     <C>
Melvyn J. Estrin........        4,918,435(9)      39.7%          10,000(10)
55910 N. Central Expwy,
 Ste 178
Dallas, TX 75206
Linda Haft..............           10,000           *            10,000(10)
20 Federal Plaza West
Youngstown, Ohio 44501
Malcolm T. Hopkins......           10,000           *            10,000(10)
20 Federal Plaza West
Youngstown, Ohio 44501
Richard M. McCarthy.....           11,304           *            10,000(10)
20 Federal Plaza West
Youngstown, Ohio 44501
Antonio C. Alvarez......          466,667(11)      3.7%         416,667
885 Third Avenue
New York, NY 10022-4802
All Directors and
 Executive Officers,
 including those named
 above, as a group (11
 persons)...............        5,584,906(12)     43.3%         737,123
</TABLE>    
- --------
  * less than 1%
 (1) No director or executive officer is the beneficial owner of the other
     equity securities of Phar-Mor or any of its subsidiaries.
 (2) Unless otherwise indicated, each person or entity has sole investment
     power and sole voting power with respect to the Phar-Mor Shares
     beneficially owned by such person or entity.
 (3) This column lists the number of Phar-Mor Shares which the named person or
     entity has the right to acquire within 60 days after September 13, 1996
     through the exercise of stock options and warrants. The Phar-Mor Shares
     shown in this column are included in the Amount and Nature of Beneficial
     Ownership column.
   
 (4) Includes 3,750,000 Phar-Mor Shares owned directly by Hamilton Morgan, and
     (i) 954,033 Phar-Mor Shares held directly by FoxMeyer Health, (ii) 91,902
     Phar-Mor Shares subject to purchase by FoxMeyer Health within 60 days
     upon exercise of warrants and (iii) 112,500 Phar-Mor Shares subject to
     purchase by Mr. Haft within 60 days upon exercise of options (all such
     shares held directly by FoxMeyer Health and subject to purchase by
     FoxMeyer Health and Mr. Haft being collectively referred to herein as the
     "Proxy Shares"). Hamilton Morgan has been granted sole voting power over
     the Proxy Shares as a result of irrevocable proxies granted to Hamilton
     Morgan by FoxMeyer Health and Mr. Haft. See "--Potential Changes in
     Control" below. Information concerning beneficial ownership of Phar-Mor
     Shares by FoxMeyer Health is based on information furnished to Phar-Mor
     as of September 27, 1996 by FoxMeyer Health. For further information
     about developments potentially affecting the beneficial ownership and/or
     voting rights of Phar-Mor Shares beneficially owned by Hamilton Morgan,
     FoxMeyer Health and Messrs. Haft, Butler and Estrin, see "--Potential
     Changes in Control" below and "Risk Factors--Hamilton Morgan Issues."
            
 (5) Includes 91,902 Phar-Mor Shares subject to purchase by FoxMeyer Health
     within 60 days upon exercise of warrants and 112,500 Phar-Mor Shares
     subject to purchase by Mr. Haft within 60 days upon exercise of options
     awarded to Mr. Haft (of which options to purchase 102,500 Phar-Mor Shares
     were awarded under the Phar-Mor, Inc. 1995 Stock Incentive Plan).
     Pursuant to Mr. Haft's employment agreement with Phar-Mor, if the
     Transaction is consummated, Mr. Haft would have the right to terminate
     his employment and accelerate the vesting of his options. Mr. Haft has
     indicated his intention to continue his employment with Phar-Mor after
     consummation of the Transaction. See "Description of Phar-Mor--Employment
     Contracts and Termination of Employment and Change-in-Control
     Arrangements" and note 7 below.     
   
 (6) The information provided is based on reports on Schedules 13D and 13G
     filed by the designated persons and entities with the Commission.     
   
 (7) Includes 3,750,000 Phar-Mor Shares held directly by Hamilton Morgan and
     the 1,158,435 Proxy Shares with respect to which Hamilton Morgan has sole
     voting power. See note 4 above. Pursuant to the terms of the Hamilton
     Morgan LLC Agreement, all of such Phar-Mor Shares may be voted only with
     the unanimous consent of Hamilton Morgan's members. As of September 13,
     1996, Robert M. Haft and his wife, Mary Z. Haft, as tenants by the
     entirety, owned 30.2% of the membership interests in Hamilton Morgan,
     Robert Haft is the president of Hamilton Morgan and FoxMeyer Health owned
     69.8% of the membership interests in Hamilton Morgan. Accordingly, each
     of FoxMeyer Health and Mr. Haft have shared voting power with respect to
     all Phar-Mor Shares beneficially owned by Hamilton Morgan. The Proxy
     Shares include options to purchase 102,500 Phar-Mor Shares awarded to Mr.
     Haft under the Phar-Mor, Inc. 1995 Stock Incentive Plan. For further
     information about developments potentially affecting the beneficial
     ownership and/or voting rights of the Phar-Mor Shares beneficially owned
     by Hamilton Morgan, FoxMeyer Health and Messrs. Haft, Butler and Estrin,
     see "--Potential Changes in Control" below and "Risk Factors--Hamilton
     Morgan Issues."     
 (8) All such Phar-Mor Shares are subject to purchase by the indicated person
     within 60 days upon exercise of options awarded under the Phar-Mor, Inc.
     1995 Stock Incentive Plan.
   
 (9) Messrs. Butler and Estrin are co-chairmen of the board, co-chief
     executive officers and shareholders of FoxMeyer Health. Messrs. Butler
     and Estrin disclaim beneficial ownership of the 4,908,435 Phar-Mor Shares
     shown as being beneficially owned by FoxMeyer Health, FoxMeyer Drug
     Company and Hamilton Morgan. See note 7 above.     
(10) All such Phar-Mor Shares are subject to purchase within 60 days by the
     indicated person upon exercise of options awarded under the Phar-Mor,
     Inc. 1995 Director Stock Plan.
(11) Includes options to purchase 416,667 Phar-Mor Shares awarded to A&M
     pursuant to the "Management Services Agreement" as defined in "--Certain
     Relationships and Related Transactions" below. Mr. Alvarez resigned as an
     officer of Phar-Mor as of the Restructuring Date.
   
(12) Includes 4,908,435 Phar-Mor Shares which Mr. Haft is deemed to
     beneficially own, as described above in note 7. Also includes 466,667
     Phar-Mor Shares which Mr. Alvarez is deemed to beneficially own, as
     described above in note 11.     
 
                                      159
<PAGE>
 
   
  Potential Changes in Control. As of January 2, 1997, Hamilton Morgan owns
directly 3,750,000 Phar-Mor Shares representing 30.8% of the issued and
outstanding Phar-Mor Shares. In connection with the purchase by Hamilton
Morgan of such 3,750,000 Phar-Mor Shares, FoxMeyer Health entered into the
Credit Lyonnais Pledge with Credit Lyonnais pursuant to which Hamilton Morgan
pledged 2,617,500 Phar-Mor Shares as collateral. In the event of a default
under the Credit Lyonnais Pledge, Credit Lyonnais may acquire such Phar-Mor
Shares by foreclosing on its collateral. In addition, in the event that the
foregoing pledge by Hamilton Morgan is void for any reason, Credit Lyonnais
may enforce a lien on FoxMeyer Health's membership interest in Hamilton
Morgan. Hamilton Morgan has also been granted proxies with respect to an
additional 1,158,435 Phar-Mor Shares, pursuant to which Hamilton Morgan has
sole voting power. Pursuant to the terms of the Hamilton Morgan LLC Agreement,
all of Hamilton Morgan's Phar-Mor Shares may be voted only with the unanimous
consent of Hamilton Morgan's members. Accordingly, each of FoxMeyer Health and
the Haft Members have shared voting power with respect to all such Phar-Mor
Shares. See Notes 4 and 7 in the table set forth above under "--Security
Ownership of Certain Beneficial Owners and Management." Messrs. Butler and
Estrin, directors of Phar-Mor, are co-chairmen of the Board, co-chief
executive officers and major shareholders of FoxMeyer Health.     
   
  On June 19, 1996, [FoxMeyer Corporation, the parent of] FoxMeyer Drug
Company, declared and paid a dividend to FoxMeyer Health which included the
954,033 Phar-Mor Shares currently identified as being held directly by
FoxMeyer Health (the "FM Phar-Mor Shares"). See "--Certain Relationships and
Related Transactions." On August 14, 1996, the board of directors of FoxMeyer
Health approved a plan to divest FoxMeyer Drug Company.     
   
  On August 27, 1996, FoxMeyer Drug Company and most of its subsidiaries filed
a petition for protection under Chapter 11 of the United States Bankruptcy
Code. On November 8, 1996, FoxMeyer Drug Company sold all of its assets to
McKesson Corp. In late November 1996, the official unsecured creditors
committee of FoxMeyer Drug Company filed a lawsuit alleging that certain
transfers from [FoxMeyer Corporation and] FoxMeyer Drug Company to FoxMeyer
Health, including the dividend of which the FM Phar-Mor Shares was a part,
constituted a voidable fraudulent transfer. The suit alleges that the
transfers were made at a time when [FoxMeyer Corporation and] FoxMeyer Drug
Company [were] insolvent or rendered insolvent by the foregoing transfers and
that they knew or should have known that the alleged transfers would leave
them with debts they could not pay. On January 13, 1997, the Bankruptcy Court
entered a temporary restraining order in the creditors committee's case. The
order, among other things, requires FoxMeyer to provide ten days' prior notice
to the committee of any proposed transfer, sale or other disposition of any
assets that were conveyed by FoxMeyer Drug Company to FoxMeyer Health on June
19, 1996, which would include the FM Phar-Mor Shares. It is also possible that
the court order could affect FoxMeyer Health's ability to consummate the buy-
sell provisions under the Hamilton Morgan LLC Agreement. The Bankruptcy Court
has set a hearing for March 5, 1997 on the committee's motion for a
preliminary injunction seeking this same relief.     
   
  Phar-Mor is not able to determine what effect, if any, the dispute regarding
the FM Phar-Mor Shares or the foregoing proceedings will have on the ability
of FoxMeyer Health or any other entity to vote such shares and what effect, if
any, the resolution of such dispute will have on the vote of the Phar-Mor
shareholders at the Phar-Mor Special Meeting.     
   
  Phar-Mor has been informed that on December 23, 1996, the Haft Members
exercised their rights under the Hamilton Morgan LLC Agreement to seek binding
arbitration regarding certain areas of disagreement between the Haft Members
and FoxMeyer Health, including voting rights with respect to the 4,908,435
Phar-Mor Shares beneficially held by Hamilton Morgan and certain matters
related to FoxMeyer Health's exercise of its buy-sell rights, discussed in the
next paragraph. Pursuant to the Hamilton Morgan LLC Agreement, upon an event
of default under the Credit Lyonnais Pledge and until closing on any
disposition of the Phar-Mor Shares pledged thereunder, if any, the President
of Hamilton Morgan shall have the exclusive power and authority, exercisable
in his sole and absolute discretion, to exercise all voting rights arising in
connection with all of the Phar-Mor Shares beneficially held by Hamilton
Morgan, including specifically all Phar-Mor Shares pledged to Credit Lyonnais.
FoxMeyer Health, in its Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, stated that it had violated certain covenants under the
Credit Lyonnais Pledge, which violations Credit Lyonnais     
 
                                      160
<PAGE>
 
had temporarily waived. With regard to voting rights, the Haft Members have
asserted that an event of default occurred under the Credit Lyonnais Pledge,
thereby giving Robert Haft, as President of Hamilton Morgan, sole discretion
to exercise all voting rights associated with the Phar-Mor Shares beneficially
held by Hamilton Morgan.
   
  By a letter dated January 3, 1997, FoxMeyer Health has taken the position
that: (1) consummation of the Phar-Mor Exchange will result in a termination
of Hamilton Morgan and (2) due to certain conflicts of interest which FoxMeyer
Health asserts the Combination creates for Mr. Haft, the Haft Members should
vote the Phar-Mor Shares beneficially owned by Hamilton Morgan as directed by
FoxMeyer Health. The Haft Members disagree with such positions.     
   
  Phar-Mor has been informed that on December 18, 1996 FoxMeyer Health
exercised its buy-sell rights under the Hamilton Morgan LLC Agreement.
Pursuant to the Hamilton Morgan LLC Agreement, from and after May 1, 1996,
either FoxMeyer Health, on the one hand, or the Haft Members, on the other
hand, may offer to buy from, and sell to, the other its membership interest in
Hamilton Morgan. Pursuant to the agreement, FoxMeyer Health has offered to
sell its Hamilton Morgan membership interests to the Haft Members, or to
purchase the Haft Members' membership interests in Hamilton Morgan. The buy-
sell price offered by FoxMeyer Health implies a total valuation for Hamilton
Morgan of $33,750,000.     
   
  The Haft Members' arbitration request asserts, among other matters, that
FoxMeyer Health's interpretation of the buy-sell is not in accordance with the
Hamilton Morgan LLC Agreement and therefore should be decided by binding
arbitration. Under the terms of the Hamilton Morgan LLC Agreement, the Haft
Members have a period of 90 days to consider the offers. The Haft Members have
requested that the arbitrator toll such 90-day period pending the arbitrator's
resolution of matters relating to the buy-sell offers. Closing under the buy-
sell is contemplated to occur within 30 days after the Haft Members'
acceptance or rejection of the offers. Upon the occurrence of such a sale or
purchase, the purchasing member would obtain sole voting power over the
3,750,000 Phar-Mor Shares held by Hamilton Morgan. However, in the event of
such a sale or purchase, the proxies granted by FoxMeyer Health and the Haft
Members to Hamilton Morgan with respect to the Proxy Shares would terminate,
and sole voting power with respect to such Phar-Mor Shares would revert to the
grantor of the proxy. See "Risk Factors--Reduced Quorum Requirement" and "--
Hamilton Morgan Issues."     
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
   
  Transactions with Hamilton Morgan. On the Restructuring Date, pursuant to
the Phar-Mor Restructuring and the Hamilton Purchase Agreement, Hamilton
Morgan purchased 1,250,000 Phar-Mor Shares from Phar-Mor and 2,500,000 Phar-
Mor Shares from Phar-Mor's prepetition senior secured creditors for a price of
$8.00 per share. Messrs. Haft, Butler and Estrin, each of whom was appointed a
director of Phar-Mor in connection with the Phar-Mor Restructuring and
currently serves as a director of Phar-Mor, are affiliated with Hamilton
Morgan. As of January 2, 1997, the Haft Members, Robert M. Haft and his wife
Mary Z. Haft, as tenants by the entirety, owned 30.2% of the membership
interests and FoxMeyer Health owned 69.8% of the membership interests in
Hamilton Morgan, and Robert Haft is the president of Hamilton Morgan. Messrs.
Butler and Estrin are co-chairmen of the Board, co-chief executive officers
and major shareholders of FoxMeyer Health. See "--Security Ownership of
Certain Beneficial Owners and Management."     
 
  On the Restructuring Date, pursuant to the Phar-Mor Restructuring, Phar-Mor
paid Hamilton Morgan $1.0 million as reimbursement for Hamilton Morgan's
reasonable expenses, including fees and expenses of legal, accounting and
other outside advisors engaged by or on behalf of Hamilton Morgan, incurred in
connection with its purchase of Phar-Mor Shares and the Phar-Mor
Restructuring.
 
  Transactions with Robert M. Haft. During the Phar-Mor bankruptcy, Hamilton
Morgan negotiated the terms of a purchase agreement with representatives of
Phar-Mor's senior secured lenders pursuant to which Hamilton Morgan agreed to
purchase on the Restructuring Date at least $30 million of Phar-Mor Shares in
reorganized Phar-Mor representing approximately 31% of such Phar-Mor Shares.
Such purchase agreement also
 
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provided that Hamilton Morgan's president, Robert M. Haft, would become
Chairman of the Board and Chief Executive Officer of Phar-Mor and that Phar-
Mor would propose a plan of reorganization to restructure Phar-Mor consistent
with the terms of such purchase agreement. On the Restructuring Date, Robert
M. Haft assumed the positions of Chairman of the Board and Chief Executive
Officer of Phar-Mor and Hamilton Morgan designated four of the seven new
directors of reorganized Phar-Mor. In addition, Phar-Mor entered into an
employment agreement and an option agreement with Mr. Haft.
   
  Transactions with FoxMeyer Drug Company. In connection with the Phar-Mor
bankruptcy, FoxMeyer Drug Company filed a reclamation claim for $21 million.
Phar-Mor responded with a preference action asserting the $25 million in
payments received by FoxMeyer Drug Company during the period when the
pharmaceuticals sought to be reclaimed by FoxMeyer Drug Company had been
delivered to Phar-Mor should have been applied to the current shipment, thus
leaving FoxMeyer Drug Company with no unpaid-for goods, or alternatively that
the payments were preferences under Section 547 of the Bankruptcy Code.
FoxMeyer Drug Company raised an ordinary course of business defense to the
preference action and extensive discovery ensued. On the eve of the trial,
Phar-Mor and FoxMeyer Drug Company reached a settlement (the "FoxMeyer
Settlement").     
   
  The Bankruptcy Court approved the FoxMeyer Settlement on May 10, 1995. The
FoxMeyer Settlement provided for the issuance of 843,750 Phar-Mor Shares to
FoxMeyer Drug Company pursuant to the Phar-Mor Restructuring and the release
of all reclamation claims and preference claims. In addition, under the terms
of the settlement, FoxMeyer Drug Company agreed to modify restrictions under
its pharmaceutical supply agreement with Phar-Mor requiring Phar-Mor to
maintain a minimum number of operating stores.     
   
  FoxMeyer Drug Company also received 110,283 Phar-Mor Shares and 91,902 Phar-
Mor Warrants on account of its general unsecured claim. FoxMeyer Drug Company
is likely to receive additional Phar-Mor Shares and additional Phar-Mor
Warrants on account of its general unsecured claims in future distributions to
holders of unsecured claims, although Phar-Mor is unable to determine the
amount of any such Phar-Mor Shares or Phar-Mor Warrants at this time. The
Combination will not affect the liability of Phar-Mor to FoxMeyer Drug Company
to make payment of additional shares or warrants. Additional shares and
warrants will be paid to all general unsecured creditors on a pro rata basis
subject to the amount of their general unsecured claims. This will be a de
minimus payment from the pool of shares and warrants remaining from previous
payments to all general unsecured creditors. In the event the Transaction is
consummated, such payment obligations will be payable in the form of Cabot
Noble Shares or Cabot Noble Warrants with terms substantially identical to
those governing the Phar-Mor Warrants.     
   
  Following the Petition Date, Phar-Mor entered into a revised, long-term
Supply Agreement with FoxMeyer Drug Company to become Phar-Mor's primary
supplier of prescription medications until the later of August 17, 1997 or the
date on which Phar-Mor's purchases equal an aggregate net minimum of $1.4
billion of products. The Supply Agreement establishes certain minimum supply
requirements, specifies events of default, and limits damages recoverable in
the event of a termination.     
   
  Abbey J. Butler and Melvyn J. Estrin, directors of Phar-Mor, are co-chairmen
of the board, co-chief executive officers and shareholders of FoxMeyer
Corporation and FoxMeyer Health. FoxMeyer Drug Company is a wholly owned
subsidiary of FoxMeyer Corporation, and FoxMeyer Health owns 69.8% of the
membership interest in Hamilton Morgan.     
   
  On August 29, 1996, two days after FoxMeyer Drug Company and its
subsidiaries filed their bankruptcy petition, Phar-Mor notified FoxMeyer Drug
Company that the supply of products to Phar-Mor under the FoxMeyer Supply
Agreement was insufficient and that, consequently, FoxMeyer Drug Company had
committed a material breach thereunder. On September 27, 1996, Phar-Mor
received a response from FoxMeyer Drug Company disputing Phar-Mor's
notification. Phar-Mor believes that it has, at this time, overcome all
related business interruptions because there are adequate alternative sources
of supply, subject to pricing, readily available to Phar-Mor. Phar-Mor has not
experienced any material disruption to its business or supply of
pharmaceutical products because adequate alternative sources of supply are
readily available to Phar-Mor. In     
 
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<PAGE>
 
   
connection with McKesson Corp.'s purchase of FoxMeyer Drug Company's assets on
November 8, 1996, McKesson Corp. assumed the FoxMeyer Supply Agreement. See
"--Security Ownership of Certain Beneficial Owners and Management."     
 
  Transactions with Alvarez & Marsal, Inc. After the dismissal of Phar-Mor's
executive officers in August 1992 following the discovery of the fraud
perpetrated on Phar-Mor, the Phar-Mor Board retained the crisis management
firm of Alvarez & Marsal, Inc. ("A&M") to assume day-to-day management of
Phar-Mor. Antonio C. Alvarez, a founding principal of the firm, originally
served as President and Chief Operating Officer of Phar-Mor until David
Schwartz was retained to fill those positions, at which time Mr. Alvarez
assumed the role of Chief Executive Officer. Joseph A. Bondi, a Managing
Director of A&M, served as Senior Vice President and Chief Administrative
Officer of Phar-Mor. In addition, A&M provided other support personnel while
Phar-Mor rebuilt its financial staff. A&M's services were provided under the
Management Services Agreement pursuant to which Phar-Mor agreed to pay fixed
fees, annual cash bonuses and certain share incentives.
 
  Under its terms as amended by the Phar-Mor Restructuring, the Management
Services Agreement terminated on October 28, 1995. Messrs. Alvarez and Bondi
resigned as officers as of the Restructuring Date. During the 60 day period
after the Restructuring Date, Mr. Alvarez served as a consultant to Phar-Mor.
On the Restructuring Date Messrs. Alvarez and Bondi were paid any accrued but
unpaid salary, their incentive bonuses for Phar-Mor's 1995 fiscal year in the
amount of $680,000, the pro rated amount of their incentive bonuses for the
1996 fiscal year ($135,926) and consulting fees of $150,000 for Mr. Alvarez's
services during the 60 days after the Restructuring Date.
 
  The Management Services Agreement, as amended, also provided for the payment
to A&M of a confirmation bonus of $2.1 million and the issuance to A&M of
50,000 Phar-Mor Shares on the Restructuring Date in lieu of a $2.5 million
cash payment originally provided to be paid A&M on such date under the
Management Services Agreement. In addition to the foregoing, the Phar-Mor
Restructuring also included provisions for the issuance to A&M of options to
purchase 416,667 Phar-Mor Shares, and a related registration rights agreement.
 
  Transactions with Giant Eagle, Inc. Certain holders of more than 5% of the
pre-reorganization common stock of Phar-Mor were parties to transactions with
Phar-Mor which are part of the public record of the Bankruptcy Court
proceedings. Pursuant to the Phar-Mor Restructuring, disputes with respect to
these transactions were settled, including the payment to Giant Eagle of
approximately $1.7 million, and agreements with respect thereto were amended
and/or terminated, including, without limitation, (i) the leases between Phar-
Mor and Giant Eagle and affiliates of Giant Eagle with respect to Phar-Mor's
two warehouses in Austintown, Ohio and equipment located at the warehouses,
and (ii) the lease with respect to Phar-Mor's office headquarters in
Youngstown, Ohio.
 
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<PAGE>
 
                  DESCRIPTION OF CAPITAL STOCK OF CABOT NOBLE
 
  The capital stock of Cabot Noble consists of 250 million authorized shares,
of which 200 million shares are designated Common Stock, par value $0.01 per
share, and 50 million shares are designated Preferred Stock, par value $0.01
per share.
 
COMMON STOCK
 
  As of the date hereof, there are 100 Cabot Noble Shares issued and
outstanding, all of which are currently owned by Phar-Mor. Cabot Noble has no
preemptive, exchange or conversion rights. Holders of Cabot Noble Shares are
entitled to one vote per share on all matters to be voted on by shareholders,
except as may otherwise be provided in Preferred Stock Designations. The
holders of Cabot Noble Shares are entitled to receive such dividends, if any,
as may be declared from time to time by the Cabot Noble Board in its
discretion from funds legally available therefor. Upon liquidation or
dissolution of Cabot Noble and the satisfaction of creditors, the holders of
Cabot Noble Shares are entitled to receive all assets remaining available for
distribution to the shareholders. All of the outstanding Cabot Noble Shares
are fully paid and nonassessable, and the Cabot Noble Shares to be outstanding
upon completion of the Combination will be fully paid and nonassessable.
 
PREFERRED STOCK
 
  The Cabot Noble Board is authorized, without any further action by the
shareholders of Cabot Noble, to issue the Preferred Stock from time to time in
such series, in such number of shares and with such dividend, redemption,
liquidation, voting, conversion and other rights in preference to Cabot Noble
Shares as the Cabot Noble Board may determine. The issuance of Preferred Stock
could have the effect of diluting the earnings per share and book value of
Cabot Noble Shares, and such additional shares could adversely affect the
voting power of the holders of the Cabot Noble Shares and otherwise could be
used to dilute the stock ownership of persons holding Cabot Noble Shares,
including persons seeking to gain control of Cabot Noble.
 
WARRANTS
 
  Prior to the Effective Date, Phar-Mor had issued certain warrants to
purchase Phar-Mor Shares pursuant to that certain warrant agreement between
Phar-Mor and Society National Bank dated as of September 11, 1995 (the "Phar-
Mor Warrant Agreement"). In fulfillment of a condition to the Transaction,
Cabot Noble has adopted a warrant agreement between Cabot Noble and Society
National Bank, effective as of the Effective Date (the "Cabot Noble Warrant
Agreement"). Pursuant to the Combination Agreement, on the Effective Date each
warrant issued under the Phar-Mor Warrant Agreement will be converted
automatically into a Cabot Noble Warrant to purchase the same number of Cabot
Noble Shares.
 
  The Cabot Noble Warrant Agreement governs Cabot Noble Warrants to purchase
up to 1,250,000 Cabot Noble Shares. Society National Bank serves as the
warrant agent. The Cabot Noble Warrants will expire at the close of business
on September 10, 2002 or, if such date is not a business day, on the next
succeeding business day. Each Cabot Noble Warrant entitles the holder thereof
to acquire one share (subject to adjustment as described below) of Cabot Noble
Shares at an initial exercise price of $13.50 per Cabot Noble Share (subject
to adjustment as described below) payable in cash or by surrender of Phar-
Mor, Inc. Senior Notes Due 2002 (valued at remaining principal plus accrued
and unpaid interest).
 
  The exercise price and the number of Cabot Noble Shares purchasable upon
exercise of outstanding Cabot Noble Warrants are subject to adjustment upon
the occurrence of certain events, including subdivision and combinations of
Cabot Noble Shares; the payment of a dividend in Cabot Noble Shares or other
distribution of Cabot Noble Shares without consideration; the issuance to all
holders of Cabot Noble Shares of certain rights or warrants entitling them,
under certain conditions, to subscribe for Cabot Noble Shares at less than the
then-current market price (as determined in the manner set forth in the Cabot
Noble Warrant Agreement); and the distribution to all holders of Cabot Noble
Shares of assets (excluding cash dividends) or subscription rights or
 
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<PAGE>
 
warrants (other than those described above) as set forth in the Cabot Noble
Warrant Agreement. No adjustment will be required upon the occurrence of any
of the foregoing events unless such adjustment would require an increase or
decrease of at least 1% of the exercise price of the Cabot Noble Warrants;
provided that any such adjustment not required to be made will be carried
forward and taken into account in any subsequent adjustment.
 
  In case of reclassifications or changes of outstanding shares or any
consolidation or share exchange with, merger into or sale or conveyance of the
property of Cabot Noble substantially as an entirety to any other corporation,
each Cabot Noble Warrant will thereupon become exercisable only for the number
of shares of stock or other securities or assets to which a holder of the
number of Cabot Noble Shares purchasable upon exercise of such Cabot Noble
Warrant would be entitled.
 
TRANSFER AGENT AND REGISTRAR
   
  The transfer agent and registrar for the Cabot Noble Shares will be Harris
Bank and Trust Company.     
 
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<PAGE>
 
           COMPARISON OF RIGHTS OF PHAR-MOR AND SHOPKO SHAREHOLDERS
                         AND CABOT NOBLE STOCKHOLDERS
   
  Phar-Mor is incorporated under the laws of the Commonwealth of Pennsylvania,
ShopKo is incorporated under the laws of the State of Minnesota, and Cabot
Noble is incorporated under the laws of the State of Delaware. Holders of
Phar-Mor Shares, whose rights as shareholders are currently governed by the
Pennsylvania Law and Phar-Mor's restated articles of incorporation (the "Phar-
Mor Articles") and by-laws (the "Phar-Mor Bylaws"), which were amended and
restated as of September 11, 1995 will, upon consummation of the Combination,
become stockholders of Cabot Noble and their rights will be governed by the
Delaware Law and the Cabot Noble Certificate and the Cabot Noble Bylaws.
Likewise, holders of ShopKo Shares, whose rights as shareholders are currently
governed by the Minnesota Law and ShopKo's restated articles of incorporation,
as amended by those certain Articles of Amendment dated September 4, 1991 (the
"ShopKo Articles") and by-laws (the "ShopKo Bylaws") will, upon consummation
of the Combination, become stockholders of Cabot Noble and their rights will
be governed by the Delaware Law and the Cabot Noble Certificate and the Cabot
Noble ByLaws. Below is a summary of the material differences between: (a) the
charter documents of Cabot Noble and Phar-Mor (and between the Delaware Law
and the Pennsylvania Law); and (b) the charter documents of Cabot Noble and
ShopKo (and between the Delaware Law and the Minnesota Law).     
 
  The following summary is qualified in its entirety by reference to the full
text of the Phar-Mor Articles, the Phar-Mor Bylaws, the Shopko Articles, the
Shopko Bylaws, the Cabot Noble Certificate, the Cabot Noble Bylaws, the
Pennsylvania Law, the Minnesota Law and the Delaware Law.
 
CLASSES AND SERIES OF CAPITAL STOCK
   
  Phar-Mor. The Phar-Mor Articles authorize Phar-Mor to issue 40,000,000 Phar-
Mor Shares, and 10,000,000 shares of Preferred Stock, par value $.01 per share
("Phar-Mor Preferred Shares"). As of February 14, 1997, 12,157,054 Phar-Mor
Shares and no Phar-Mor Preferred Shares were issued and outstanding.     
   
  ShopKo. The ShopKo Articles authorize ShopKo to issue 75,000,000 ShopKo
Shares and 20,000,000 shares of Preferred Stock, par value $.01 per share
("ShopKo Preferred Shares"). As of February 14, 1997, 32,157,720 ShopKo Shares
and no ShopKo Preferred Shares were issued and outstanding.     
   
  Cabot Noble. The Cabot Noble Certificate authorizes Cabot Noble to issue
200,000,000 Cabot Noble Shares, and 50,000,000 shares of Preferred Stock, par
value $.01 per share ("Cabot Noble Preferred Shares"). As of February 14,
1997, 100 Cabot Noble Shares and no Cabot Noble Preferred Shares were issued
and outstanding.     
 
DIRECTOR AND OFFICER LIABILITY AND INDEMNIFICATION
 
  Phar-Mor. The Pennsylvania Law permits a corporation to include in its
bylaws a provision adopted by the vote of its shareholders which eliminates
the personal liability of directors for monetary damages for any action taken
or omitted unless (i) the directors have breached or failed to perform their
duties and (ii) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness. However, a corporation may not eliminate
personal liability where the responsibility or liability of a director is
pursuant to any criminal statute or is for the payment of taxes pursuant to
local, state or federal law. The Phar-Mor Bylaws limit director liability to
the fullest extent permitted by the laws of Pennsylvania.
 
  The Pennsylvania Law permits a business corporation, unless otherwise
restricted by its bylaws, to indemnify any person involved in any third party
or derivative action by reason of the person's being or having been a
representative of the corporation, if the person acted in good faith and
reasonably believed that his actions were in, or not opposed to, the best
interests of the corporation and, with respect to any criminal proceeding, had
no reasonable cause to believe that his conduct was unlawful. In general, no
indemnification is allowable in derivative actions where the person has been
adjudged liable to the corporation unless and only to the extent that
 
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<PAGE>
 
the court finds him entitled to indemnification for expenses incurred. To the
extent that a representative of a business corporation has been successful on
the merits or otherwise in defense of a third party or derivative action,
indemnification for expenses incurred is mandatory. Pennsylvania Law provides
that provisions on indemnification shall not be deemed exclusive of any other
rights to which a person may be entitled under any bylaw, agreement or
otherwise, provided that indemnification shall not be made in the case of
willful misconduct or recklessness. The Phar-Mor Articles provide for the
indemnification, to the fullest extent permitted by applicable law, of each
director and executive officer of Phar-Mor. The Phar-Mor Articles also provide
that Phar-Mor may, in the discretion of the Phar-Mor Board, indemnify any
other person who was or is an "authorized representative" of Phar-Mor, which
term is defined to mean any officer, employee or agent of Phar-Mor, or a
person serving at the request of Phar-Mor as a director, officer, partner,
trustee, employee, fiduciary, agent or representative of another corporation
for profit or not-for-profit, partnership, joint venture, trust or other
entity or enterprise.
 
  ShopKo. The Minnesota Law permits a corporation's articles of incorporation
to limit or eliminate a directors' liability to the corporation or its
shareholders for monetary damages for breach of fiduciary duty except for (a)
any breach of the director's duty of loyalty to the corporation or its
shareholders, (b) acts or omissions not in good faith, (c) acts or omissions
that involve intentional misconduct, (d) acts or omissions that involve a
knowing violation of law, (e) illegal distributions, (f) liability under
Minnesota's securities statute, (g) any transaction from which the director
derived an improper personal benefit, or (h) any act or omission occurring
prior to the date when the provision in the articles of incorporation limiting
or eliminating liability becomes effective. The ShopKo Articles limit director
liability to the fullest extent permitted by the Minnesota Law.
 
  The Minnesota Law requires a corporation to indemnify its directors,
committee members, officers, and employees who are made or threatened to be
made party to a proceeding (including shareholder derivative actions) by
reason of the former or present official capacity of the director, committee
member, officer or employee, against judgments, penalties, fines, settlements
and reasonable expenses if certain specified statutory criteria are satisfied.
The Minnesota Law permits a corporation to prohibit or limit indemnification
or advances by so providing in its articles of incorporation or its bylaws.
The ShopKo Articles are silent on the issue of indemnification and the ShopKo
Bylaws state that ShopKo shall indemnify officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to the
extent permitted by the Minnesota Law. Advances are also mandatory if certain
conditions are satisfied.
 
  Cabot Noble. The Delaware Law allows a Delaware corporation to include a
provision in its certificate of incorporation limiting or eliminating the
liability of directors for monetary damages for a breach of their duty of
care, provided such directors acted in good faith. However, limitation of
liability for (i) breaches of duty of loyalty, (ii) acts or omissions
involving intentional misconduct or knowing violations of law, (iii) the
payment of unlawful dividends, stock repurchases or redemptions, or (iv) any
transaction in which the director received an improper personal benefit, is
not allowed. Statutory authority is granted to Delaware corporations to
indemnify directors, officers and agents, and mandates indemnification under
limited circumstances. Indemnification against expenses incurred by an
officer, director or agent in connection with a proceeding against such person
for actions in such capacity is mandatory to the extent that a person has been
successful on the merits. Advancement of such expenses (i.e., payment prior to
a determination on the merits) is permissive only and such person must repay
such expenses if it is ultimately determined that he is not entitled to
indemnification.
 
  The Delaware Law also permits a corporation to indemnify a director, officer
or agent for fines, judgments or settlements, as well as expenses in the
context of third-party actions, if such person acted in good faith and in or
not opposed to the best interests of the corporation, or in the case of a
criminal action, had no reasonable cause to believe his conduct was unlawful.
Indemnification in the context of derivative actions is restricted to expenses
only. Further, if an officer, director or agent is adjudged liable to the
corporation, expenses are not allowable, subject to limited exceptions where a
court deems the award of expenses appropriate. Determinations regarding
permissive indemnification are to be made by the majority vote of
disinterested directors (even if less than a quorum), or, if there are no such
directors, or if such directors so direct, by independent legal counsel or
 
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<PAGE>
 
by the stockholders. Statutory indemnification is not exclusive. Situations
may arise in which a corporation has powers to indemnify which extend beyond
those granted by statute.
 
  The Delaware Law grants express authority to a Delaware corporation to
purchase insurance for director and officer liability. Such insurance may be
purchased for any officer, director or agent, regardless of whether that
individual is otherwise eligible for indemnification by the corporation.
 
  The Delaware Law contains no express statutory provision identifying the
appropriate standard of proof in actions against directors and officers.
Delaware case law indicates that the standard of proof in such actions is a
preponderance of the evidence. Although Delaware has not codified the business
judgment rule, the Delaware courts have developed a "modified" business
judgment rule that places the initial burden on directors and officers in the
context of contests for corporate control or the adoption of defensive
measures.
 
  The Cabot Noble Certificate provides that, to the full extent permitted by
law, a director shall not be personally liable to Cabot Noble or its
stockholders for or with respect to any acts or omissions in the performance
of his or her duties as a director, and provides that any repeal on
modification by the stockholders of the limitation on director liability will
not adversely affect any right or protection existing at the time of such
repeal or modification.
 
  The Cabot Noble Certificate provides that directors and officers will be
indemnified and, at Cabot Noble's option, it may indemnify any other person
who is or was serving or who had agreed to serve at the request of the Cabot
Noble Board or an officer of Cabot Noble as an employee or agent of Cabot
Noble or as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other entity, whether for profit or not
for profit (including the heirs, executors, administrators and estate of such
person) to the fullest extent permitted by law. The Cabot Noble Certificate
also permits separate indemnification agreements and provides that the
indemnification rights found therein may be greater or different from the
indemnification rights provided for in the Cabot Noble Certificate or under
the Delaware Law. The Cabot Noble Bylaws also provide that Cabot Noble may
purchase and maintain insurance to protect itself and any person entitled to
indemnification against any expenses, judgments, fines, and amounts paid in
settlement or incurred by such person, to the fullest extent permitted by
applicable law as then in effect. In addition, the Cabot Noble Bylaws provide
that Cabot Noble may enter into contracts, create a trust fund, grant a
security interest, or use other means to ensure the payment of such amounts as
may be necessary to effect the indemnification provided for in the Cabot Noble
Bylaws.
 
SPECIAL MEETINGS OF SHAREHOLDERS
 
  Phar-Mor. Special meetings of the shareholders of Phar-Mor may be called by
the Phar-Mor Board or a qualified shareholder (generally, since January 1,
1980, a holder of 20% or more of the outstanding Phar-Mor Shares). Because
Phar-Mor is a "registered" corporation (i.e., the Phar-Mor Shares are
registered under the Exchange Act), a Phar-Mor shareholder is not entitled to
call a special meeting of shareholders unless such shareholder is an
"interested shareholder" (as defined in Section 2553 of the Pennsylvania Law)
calling a special meeting for the purpose of approving a "business
combination" (as defined in Section 2554 of the Pennsylvania Law) with such
"interested shareholder." An "interested shareholder" is a person who,
together with its affiliates and associates, owns (or owned within the
preceding five-year period) 20% or more of a "registered" corporation's shares
entitled to vote generally in the election of directors ("Voting Shares"); and
a "business combination" includes mergers, consolidations, asset sales, share
exchanges, divisions of a "registered" corporation or any subsidiary thereof
and other transactions resulting in a disproportionate financial benefit to an
"interested shareholder."
 
  ShopKo. The Minnesota Law provides that special meetings of the shareholders
may be called by: (i) the chief executive officer; (ii) the chief financial
officer; (iii) two or more directors; (iv) any person authorized in the
articles of incorporation or the bylaws to do so; or (v) a shareholder or
shareholders holding 10% or more of the voting power of all shares entitled to
vote (except in the case of a special shareholder meeting called to address
any action related to facilitating or effecting a business combination, which
requires a shareholder or
 
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<PAGE>
 
shareholders holding 25% or more of the voting power of all shares entitled to
vote). The ShopKo Bylaws do not alter the aforementioned requirements.
 
  Cabot Noble. Under the Delaware Law, special stockholder meetings may be
called only by the board of directors or others as may be authorized by the
certificate of incorporation or bylaws. The Cabot Noble Bylaws provide that a
special meeting of stockholders may be called by: (i) the chairman, (ii) the
secretary within 10 calendar days after receipt of the written request of a
majority of the total number of directors that Cabot Noble would have if there
were no vacancies on the Cabot Noble Board, or (ii) upon the receipt by Cabot
Noble of a written request executed by the holders of not less than 33% of the
votes of all outstanding voting stock entitled to vote generally in the
election of directors.
 
ANNUAL MEETING OF SHAREHOLDERS
 
  Phar-Mor. Under the Pennsylvania Law, if the annual meeting or other regular
meeting of shareholders for election of directors is not called and held
within six months after the designated time, any shareholder may call the
meeting at any time thereafter.
 
  ShopKo. Under the Minnesota Law, if a regular meeting of shareholders has
not been held during the immediately preceding 15 months, a shareholder or
shareholders holding 3% or more of the voting power of all shares entitled to
vote may demand a regular meeting of shareholders by written notice of demand
given to the chief executive officer or the chief financial officer of the
corporation. Within 30 days after receipt of the demand by one of those
officers, the board of directors shall cause a regular meeting of shareholders
to be called and held on notice no later than 90 days after receipt of the
demand, all at the expense of the corporation.
 
  Cabot Noble. Under the Delaware Law, if the annual meeting for the election
of directors is not held on the designated date, the directors are required to
cause such meeting to be held as soon thereafter as may be convenient. If they
fail to do so for a period of 30 days after the designated date, or if no date
has been designated, for a period of 13 months after the organization of the
corporation or after its annual meeting, the Court of Chancery may summarily
order a meeting to be held upon application of any stockholder or director.
However, the Delaware Law does not provide for a stockholder to call such
meeting, otherwise than by application to the Court of Chancery.
 
DIVIDENDS AND DISTRIBUTIONS
 
  Phar-Mor. Under the Pennsylvania Law, unless otherwise restricted in its
bylaws, the board of directors may authorize and a business corporation may
pay dividends or make other distributions to shareholders. However, a
distribution may not be made if, as a result of such distribution: (i) the
corporation would be unable to pay its debts as they become due in the usual
course of business; or (ii) the total assets of the corporation would be less
than the sum of its total liabilities plus (unless otherwise provided in the
articles) the amount that would be needed, if the corporation were to be
dissolved at the time as of which the distribution is measured, to satisfy the
preferential rights upon dissolution of shareholders whose preferential rights
are superior to those receiving the distribution. Total assets and liabilities
for this purpose are to be determined by the board of directors, which may
base its determination on one or more of the following: book value, or current
value, of the corporation's assets and liabilities, unrealized appreciation
and depreciation of the corporation's assets and liabilities and any other
method that is reasonable in the circumstances. The Phar-Mor Bylaws do not
contain any limitations on such powers.
 
  ShopKo. Under the Minnesota Law, unless otherwise provided in its articles
or bylaws, a corporation may make a distribution only if the corporation is
able to pay its debts in the ordinary course of business after making the
distribution. A distribution may be made to holders of a class or series of
shares only if all amounts payable to holders of shares having a preference
are paid (except for those having waived rights to payment) and if payment of
such distribution does not reduce the remaining net assets of the corporation
below the aggregate preferential amount payable upon liquidation (unless the
distribution is made to shareholders in the order of and
 
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to the extent of their respective priorities or if the holders of shares who
do not receive distributions give notice to the corporation of their agreement
to waive their rights to that distribution). The ShopKo Articles and Bylaws do
not provide otherwise for the payment of dividends.
 
  Cabot Noble. Under the Delaware Law, subject to any restriction contained in
its certificate of incorporation, the board of directors may declare and the
corporation may pay dividends or other distributions upon the shares of its
capital stock either: (i) out of "surplus"; or (ii) in the event that there is
no surplus, out of the net profits for the fiscal year in which the dividend
is declared and/or the preceding fiscal year, unless net assets (total assets
in excess of total liabilities) are less than the capital of all outstanding
preferred stock. "Surplus" is defined as the excess of the net assets of the
corporation over the amount determined to be the capital of the corporation by
the board of directors (which amount cannot be less than the aggregate par
value of all issued shares of capital stock).
 
APPRAISAL RIGHTS
 
  Phar-Mor. The Pennsylvania Law provides that shareholders have a right of
appraisal (i.e., the right to dissent and obtain payment of the judicially-
determined "fair value" of their shares) with respect to specified corporate
actions, including: (i) a plan of merger, consolidation, division, share
exchange or conversion; (ii) certain other plans or amendments of the articles
in which disparate treatment is accorded to holders of shares of the same
class or series; and (iii) a sale or transfer of all or substantially all of
the corporation's assets. Appraisal rights are not provided to holders of
shares of any class that is either listed on a national securities exchange or
held of record by more than 2,000 shareholders; however, this exception to the
provision of appraisal rights does not apply in the case of: (x) a plan under
which such shares are not converted solely into shares of the acquiring,
surviving, new or other corporation, or solely into such shares and money in
lieu of fractional shares; (y) shares of a preferred or special class of
stock, unless the articles, the plan or the terms of the transaction entitle
all holders of such class to vote thereon and require for adoption of the plan
the affirmative vote of a majority of the votes cast by all holders of shares
by all holders of such class; or (z) subject to certain exceptions, shares
entitled to dissenters rights because an amendment or a plan contains a
provision for special treatment without requiring for the adoption of the
amendment or plan the requisite statutory class vote.
 
  ShopKo. The Minnesota Law makes dissenters' rights available to dissenting
shareholders in the event of certain actions including: (i) an amendment of
the articles of incorporation that materially and adversely affects the rights
and preferences of the shares of the dissenting shareholder in certain
specified respects; (ii) a sale, lease, transfer or other disposition of all
or substantially all of the assets of the corporation (subject to certain
exceptions, including a disposition for cash on terms requiring that all or
substantially all of the net proceeds of the disposition be distributed pro
rata to the shareholders of the corporation within one year after the
disposition); (iii) a plan of merger to which the corporation is a party
(except that, unless the articles, bylaws, or a resolution approved by the
board of directors otherwise provides, dissenters' rights are not available to
a shareholder of the surviving corporation in a merger if the shares of the
shareholder are not entitled to vote on the merger); (iv) a plan of exchange
to which the corporation is a party as the corporation whose shares will be
acquired by the acquiring corporation, if the shares of the shareholder are
entitled to vote on the plan; and (v) any other corporate action taken
pursuant to a shareholder vote with respect to which the corporation's
articles of incorporation, bylaws or a board resolution directs that
dissenting shareholders may obtain payment for their shares. The ShopKo
Articles and Bylaws do not grant any other dissenters' rights and no ShopKo
Board resolutions have been adopted that grant such rights.
 
  Cabot Noble. The Delaware Law provides for appraisal rights only in the case
of a merger or consolidation and not (unless the certificate of incorporation
provides otherwise) in the case of a sale or transfer of assets or a purchase
of assets for stock, regardless of the number of shares of stock being issued.
The Delaware Law does not provide appraisal rights (unless the certificate of
incorporation provides otherwise) to holders of shares listed on a national
securities exchange or held of record by more than 2,000 stockholders. The
Cabot Noble Certificate and the Cabot Noble Bylaws do not contain any
additional provisions relating to dissenters rights of appraisal.
 
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SHAREHOLDER APPROVAL OF MERGERS
 
  Phar-Mor. Under the Pennsylvania Law, unless required by the bylaws of the
corporation (the Phar-Mor Bylaws contain no such requirement), shareholder
approval is not required for a plan of merger or consolidation if: (i) the
plan does not alter the status of the corporation as a domestic business
corporation and the shares outstanding prior to the merger or consolidation
will continue as or be converted into identical shares of the surviving or new
corporation; (ii) prior to the adoption of the plan and at all times
thereafter prior to its effective date, another corporation that is a party to
the plan owns 80% or more of the outstanding shares of each class of the
corporation; or (iii) no shares of the corporation have been issued prior to
the adoption of the plan of merger or consideration by Phar-Mor. In cases
where shareholder approval is required, the Pennsylvania Law provides that a
merger or consolidation shall be approved by a majority of the votes cast by
holders of securities entitled to vote thereon. The presence, in person or by
proxy, of the holders of at least a majority of shares entitled to vote is
necessary to constitute a quorum at a meeting of shareholders held for such
purpose.
 
  ShopKo. Under the Minnesota Law, the plan of a merger generally must be
approved by the holders of a majority of the voting power of the shares
entitled to vote of each of the merging corporations, but need not be approved
by the shareholders of any parent corporation, even when the parent
corporation's securities are to be used as consideration for the merger.
Unless otherwise required in a corporation's articles of incorporation, the
Minnesota Law does not require a shareholder vote of the surviving corporation
to approve the plan of merger if (i) the merger agreement does not amend the
existing articles of incorporation; (ii) each share of the surviving
corporation outstanding before the merger is an identical outstanding share
after the merger; (iii) the voting power of the outstanding shares of the
corporation entitled to vote immediately after the merger, plus the voting
power of the shares of the corporation entitled to vote issuable on conversion
of, or on exercise of rights to purchase, securities issued in the
transaction, will not exceed by more than 20 percent, the voting power of the
outstanding shares of the corporation entitled to vote immediately before the
transaction; or (iv) the number of participating shares of the corporation
(outstanding shares of the corporation that entitle their holders to
participate without limitation in the distributions of the corporation)
immediately after the merger, plus the number of participating shares issuable
on conversion of, or on the exercise of rights to purchase, securities issued
in the transaction, will not exceed by more than 20 percent, the number of
participating shares immediately prior to the transaction. Under the Minnesota
Law, a disposition of all or substantially all of a corporation's assets other
than in the usual and regular course of business requires the approval of the
holders of a majority of the voting power of the outstanding shares of the
corporation.
 
  The ShopKo Articles, subject to certain exceptions, require special voting
for certain combinations with a direct or indirect beneficial owner of at
least 5% of the outstanding shares of capital stock of ShopKo entitled to vote
generally in the election of directors (voting as a single class) including:
(i) any merger or consolidation; (ii) any sale, lease, exchange or other
disposition of all or any substantial part of the assets of the corporation;
(iii) the issuance or transfer of any securities of the corporation to another
person or entity in exchange for assets or securities or a combination thereof
with an aggregate market value of $5 million or more; (iv) and the issuance or
transfer of any securities of the corporation to any other person or entity
for cash. In order to approve the aforementioned transactions, the ShopKo
Articles require the affirmative vote of the holders of at least 75% of the
outstanding shares of capital stock entitled to vote generally in the election
of directors (voting as a single class) and at least a majority of the
outstanding shares of capital stock of the corporation not beneficially owned
by the other party to the transaction; however, the provision in ShopKo's
Articles which requires the super-majority vote is inapplicable to the
Combination.
 
  Cabot Noble. Under the Delaware Law, unless required by its certificate of
incorporation (the Cabot Noble Certificate does not contain any such
requirement), no vote of stockholders of a constituent corporation surviving a
merger will be necessary to authorize a merger if: (i) the agreement of merger
does not amend the certificate of incorporation of the constituent
corporation; (ii) each share of stock of the constituent corporation
outstanding prior to the merger is to be an identical outstanding or treasury
share of the surviving corporation after the merger; and (iii) either no
shares of common stock of the surviving corporation and no shares, securities
or obligations convertible into such stock are to be issued or delivered under
the plan of merger, or the authorized
 
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unissued shares of the treasury of shares of common stock of the surviving
corporation to be issued or delivered under the plan of merger plus those
initially issuable upon conversion of any other shares, securities or
obligations to be issued or delivered under such plan do not exceed 20% of the
shares of common stock of such constituent corporation previously outstanding,
plus certain other conditions. Additionally, under the Delaware Law, a
corporation that is the record holder of at least 90% of the outstanding
shares of each class of the stock of a subsidiary corporation may cause the
subsidiary corporation to merge with the parent corporation, without the need
to obtain the approval of the subsidiary's stockholders or the board of
directors. In cases where stockholder approval is required, the Delaware Law
provides that a merger or consolidation will be adopted upon the vote of a
majority of the outstanding stock of the corporation entitled to vote thereon.
 
STOCK REPURCHASES
 
  Phar-Mor. Under the Pennsylvania Law, a corporation may acquire its own
shares. A purchase, redemption or other acquisition by a corporation of its
shares is treated as a distribution by the corporation to or for the benefit
of its shareholders and is subject to the limitations described above under
the caption "Dividends and Distributions." If the articles provide that shares
acquired by the corporation shall not be reissued, the authorized shares of
the class shall be reduced by the number of shares acquired. In any other
case, the shares acquired shall be deemed to be issued but not outstanding,
except that, unless otherwise provided by the bylaws, the board of directors
may, by resolution, restore any or all of the previously issued shares of the
corporation owned by it to the status of authorized but unissued shares.
 
  ShopKo. Under the Minnesota Law, a corporation may acquire its own shares. A
purchase, redemption or other acquisition by a corporation of its shares is
treated as a distribution by the corporation to or for the benefit of its
shareholders and is subject to the limitations described above under "--
Dividends and Distributions." In addition, except for redemptions of shares
acquired in a control share acquisition, a corporation may not directly or
indirectly, purchase or agree to purchase any shares entitled to vote from any
entity that beneficially owns more than five percent of the voting power of
the corporation for more than the market value thereof if the shares have been
beneficially owned by the entity for less than two years, unless the purchase
or agreement to purchase is approved at a meeting of shareholders by the
affirmative vote of the holders of a majority of the voting power of all
shares entitled to vote or the corporation makes an offer, of at least equal
value per share, to all holders of shares of the class or series and to all
holders of any class or series into which the securities may be converted.
 
  Cabot Noble. Under the Delaware Law, a corporation may not purchase or
redeem its own shares of capital stock when the capital of the corporation is
impaired or when such purchase or redemption would cause any impairment of the
capital of the corporation. However, a corporation may purchase or redeem out
of capital any of its own preferred shares if such shares will be retired upon
the acquisition thereof and the capital of the corporation will be thereby
reduced.
 
REMOVAL OF DIRECTORS
 
  Phar-Mor. Under the Pennsylvania Law, unless the bylaws provide otherwise,
directors of a corporation may be removed from office without cause by the
vote of shareholders entitled to elect directors. Notwithstanding the
foregoing, unless otherwise provided in the articles, if a by-law of the
corporation adopted by the shareholders provides for a classified board of
directors, directors may be removed from office only for cause by the vote of
shareholders entitled to vote on the matter. The Phar-Mor Bylaws do not
contain a provision adopted by its shareholders providing for a classified
board of directors, but do provide for the removal of directors by
shareholders only for cause.
 
  ShopKo. Under the Minnesota Law, a director of a corporation that does not
have cumulative voting may be removed with or without cause with the approval
of the holders of the proportion or the number of the voting power of the
shares of classes or series the director represents sufficient to elect him.
In the case of a corporation having cumulative voting, however, if less than
the entire board of directors is to be removed, a director may not be removed
if votes of a proportion of voting power sufficient to elect the director at
an election of the entire
 
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board of directors under cumulative voting are cast against removal of the
director. The ShopKo Articles do not permit cumulative voting and the ShopKo
Articles and Bylaws provide that any directors, or the entire ShopKo Board,
may be removed from office at any time, with or without cause, upon the
affirmative vote of the holders of not less than 75% of the outstanding shares
of the capital stock of the corporation entitled to vote generally in the
election of directors, voting together as a single class.
 
  Cabot Noble. Under the Delaware Law, directors may be removed with or
without cause, by a majority of the stockholders entitled to vote at an
election of directors, except: (i) unless the certificate of incorporation
otherwise provides, if the board of directors is classified removal may be for
cause only; or (ii) where a corporation has cumulative voting, if less than
the entire board of directors is removed, no director may be removed without
cause if the votes cast against his removal would be sufficient to elect him
if then cumulatively voted at an election of the entire board of directors of
which he is a part. The Cabot Noble Board is classified into three classes
with staggered terms expiring in 1997, 1998 and 1999. Cabot Noble's
stockholders do not have the right to cumulate their votes in the election of
directors and a director may only be removed for cause by the affirmative vote
of the holders of at least 75% of the outstanding voting stock entitled to
vote generally in the election of directors, voting together as a single
class, at an annual or special meeting of the stockholders, the notice of
which states that the removal of a director or directors is among the purposes
of the meeting. Directors are elected by a plurality vote of all of the votes
cast at the annual meeting of stockholders.
 
  The Cabot Noble Bylaws establish an advance notice procedure with regard to
the nomination of candidates for election as directors and with regard to
other matters to be brought by stockholders before an annual meeting of Cabot
Noble's stockholders.
 
CHARTER AMENDMENTS
 
  Phar-Mor. Under the Pennsylvania Law, amendments to the articles of
incorporation may be proposed either by the board of directors or, unless
otherwise provided in the corporation's articles of incorporation, by petition
of shareholders entitled to cast at least 10% of the votes that all
shareholders are entitled to cast. However, shareholders of a registered
corporation are not entitled by statute to propose an amendment to the
articles. Except for certain amendments which do not require shareholder
approval, and unless a greater vote is required, amendments to the articles
must be approved by the affirmative vote of a majority of the votes cast by
all shareholders entitled to vote thereon. In addition, if any class or series
of shares is entitled to vote as a class, the affirmative vote of a majority
of the votes cast in each such class is also required. The Phar-Mor Articles
explicitly state that the business combination provisions of the Pennsylvania
Law are not applicable to Phar-Mor and require the affirmative vote of a
majority of voting stock voting together as one class to amend, repeal or
adopt any provision inconsistent with the "business combination" provisions
contained in the Phar-Mor Articles.
 
  ShopKo. Under the Minnesota Law, after shares have been issued by the
corporation, a resolution approved by the affirmative vote of a majority of
directors setting forth the proposed amendment, or proposed by shareholders
holding three percent or more of the voting power of the shares entitled to
vote is submitted to a vote at the next meeting of the shareholders. The
proposed amendment is adopted when it receives the affirmative vote of the
holders of the greater of (1) a majority of the voting power of the shares
present and entitled to vote on that item of business, or (2) a majority of
the voting power of the minimum number of shares entitled to vote that would
constitute a quorum at the meeting, except where the articles or law require a
larger proportion or number. In any case where a class or series of shares is
entitled to vote, the matter being voted on must also receive the affirmative
vote of the holders of the same proportion of shares present of that class or
series, or the total outstanding shares of that class or series, unless the
articles require a larger proportion. The ShopKo Articles provide that except
as required by law or by resolution of the ShopKo Board establishing a series
of preferred stock, all matters are voted on without distinction as to classes
or series of stock. However, the ShopKo Articles require a 75% vote of the
outstanding shares of capital stock of ShopKo entitled to vote generally in
the election of directors (voting as one class) (and a majority vote of the
outstanding shares of capital stock of ShopKo entitled to vote generally in
the election of directors (voting as one class), exclusive of all voting stock
beneficially owned by any person who owns 5% or more of the outstanding shares
of capital stock of ShopKo)
 
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to amend the provisions in the ShopKo Articles requiring super-majority
shareholder votes and a 75% vote of the outstanding shares of capital stock of
ShopKo entitled to vote generally in the election of directors (voting as one
class) to amend provisions in the Articles relating to the classification,
removal and filling of vacancies with respect to directors.
 
  Cabot Noble. Under the Delaware Law, unless its certificate of incorporation
or bylaws otherwise provide, amendments to a corporation's certificate of
incorporation generally require the approval of the holders of a majority of
the outstanding stock entitled to vote thereon, and if such amendments would
affect certain rights of holders of a particular class of stock, the approval
of a majority of the outstanding stock of such class is required. The Cabot
Noble Certificate provides that the affirmative vote of the holders of
outstanding voting stock entitled to vote generally in the election of
directors having at least 75% of the votes of all outstanding voting stock
entitled to vote generally in the election of directors, voting together as a
single class, is required to amend or repeal, or to adopt any provision
inconsistent with Article Fifth (discussing amendments to certain provisions
of the Cabot Noble Bylaws), Article Sixth (discussing who may call special
meetings of stockholders and the business to be conducted at stockholder
meetings) and Article Seventh (discussing number, election and terms of
directors) of the Cabot Noble Certificate.
 
SHAREHOLDER ACTION WITHOUT A MEETING
 
  Phar-Mor. Under the Pennsylvania Law, unless restricted in the bylaws, any
action which may be taken at a meeting of the shareholders may be taken
without a meeting if, prior to the action, consents of all shareholders
entitled to vote at a meeting for such purpose shall be filed with the
secretary of the corporation. In addition, the bylaws may provide that any
action which may be taken at a meeting of the shareholders may be taken
without a meeting if there is written consent of shareholders who would have
been entitled to cast the minimum number of votes that would be necessary to
authorize the action at a meeting at which all the shareholders were present
and voting. An action may be authorized by less than unanimous written consent
of the shareholders of a registered corporation, if less than unanimous
consent is permitted by its articles. The Phar-Mor Bylaws authorize the
shareholders to act only at a duly organized meeting except when acting by
unanimous consent to remove a director or directors.
 
  ShopKo. The Minnesota Law requires the unanimous written consent of the
shareholders to authorize any action without a meeting. The ShopKo Bylaws
provide that any action which might be taken at a meeting of shareholders may
be taken without a meeting if done in writing and signed by all of the
shareholders entitled to vote on that action.
 
  Cabot Noble. Under the Delaware Law, unless the certificate of incorporation
provides otherwise, any action to be taken by stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing is signed by the holders of outstanding stock having not less than the
minimum number of votes than would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present.
The Cabot Noble Certificate provides that, subject to the rights of holders of
preferred stock, any action required or permitted to be taken by stockholders
must be effected at a duly called annual or special meeting of the
stockholders and may not be effected by written consent of the stockholders.
 
"ANTI-TAKEOVER" LAWS
 
  Phar-Mor. The Pennsylvania Law contains certain provisions which (1) require
that following any acquisition by any person or group of 20% of a public
corporation's voting power, the remaining shareholders have the right to
receive payment for their shares from such person or group in an amount equal
to the "fair value" of the shares; and (2) prohibit for five years, subject to
certain exceptions, a "business combination" (which includes a merger or
consolidation of the corporation or a sale, lease or exchange of assets) with
a shareholder or group of shareholders beneficially owning 20% or more of a
public corporation's voting power. The Phar-Mor Articles explicitly state that
the business combination provisions of the Pennsylvania Law are not applicable
to Phar-Mor and require the affirmative vote of a majority of voting stock
voting together as one class
 
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to amend, repeal or adopt any provision inconsistent with the "business
combination" provisions contained in the Phar-Mor Articles.
 
  The Pennsylvania Law also contains a provision which provides that, in
discharging their duties, the Phar-Mor Board, in considering the best
interests of the corporation, may consider (i) the effects of any action on
shareholders, employees, suppliers, customers and creditors of the
corporation, and upon communities in which offices or other establishments of
the corporation are located, (ii) the short-term or long-term interests of the
corporation including the possibility that the best interests of the
corporation may be served by the continued independence of the corporation,
(iii) the resources, intent and conduct of any person seeking to take control
of the corporation, and (iv) all other pertinent factors. The Pennsylvania Law
also contains provisions to the effect that directors have no greater
obligation to justify their actions, and need not meet any higher burden of
proof, in the context of a potential or proposed acquisition of control than
they do in any other context.
 
  ShopKo. The Minnesota Law requires approval by holders of a majority of the
disinterested shares of any "control share acquisition" of stock of an
"issuing public corporation" in order for the acquiror to vote more than
specified levels of ownership (twenty percent, thirty-three and one-third
percent and fifty percent) of the voting power of the stock of the target
corporation. Among other things, this provision requires the acquiring person
to deliver an information statement and copies of definitive financing
agreements to the corporation, in which event a meeting of the shareholders of
the issuing corporation will be held to consider whether full voting rights
will be accorded to the shares to be acquired. A corporation may opt-out of
the control share acquisition provisions by so providing in its articles of
incorporation or its bylaws approved by its shareholders. The ShopKo Articles
and Bylaws do not opt-out of the coverage of the control share acquisition
provisions.
 
  The Minnesota Law restricts transactions with a shareholder ("interested
shareholder") acquiring ten percent or more of the voting power of the shares
of a publicly held (i.e., subject to the reporting requirements of the
Exchange Act) corporation unless the share acquisition or the transaction has
been approved by a committee consisting of all disinterested directors of the
corporation prior to the acquisition of the ten percent interest. For four
years after the ten percent threshold is reached (absent prior committee
approval), the corporation cannot enter into a merger, sale of substantial
assets, loan, substantial issuance of stock, plan of liquidation or
reincorporation involving the interested shareholder or its affiliates.
 
  Cabot Noble. Section 203 of the Delaware Law restricts the ability of an
"interested stockholder" to merge with or enter into other combinations with a
corporation for a period of three years after becoming an "interested
stockholder." A person is deemed to be an "interested stockholder" upon
acquiring 15% or more of the outstanding voting stock of the target
corporation. However, Section 203 of the Delaware Law does not apply if: (i)
prior to the date the person became an interested stockholder, the board of
directors of the target corporation approves the transaction which results in
the stockholder becoming an interested stockholder; (ii) the stockholder
acquires 85% or more of the corporation's outstanding voting stock in a single
transaction (excluding shares owned by directors who are also officers and
shares owned by certain employee stock plans); or (iii) the combination is
approved by the corporation's board of directors and the holders of two-thirds
of the corporation's voting stock, at an annual or special meeting of the
stockholders and not by written consent, excluding shares owned by the
interested stockholder.
 
  Section 203 applies to Delaware corporations, the stock of which is (i)
listed on a national securities exchange; (ii) authorized for quotation on
Nasdaq; or (iii) held of record by more than 2,000 stockholders. However,
Section 203 does not apply in certain cases, including (i) if the
corporation's original certificate of incorporation contains a provision
expressly electing not to be governed by that Section; (ii) the corporation,
by action of its board of directors, has adopted an amendment to its bylaws,
within 90 days of the effective date of the statute, expressly electing not to
be governed by the statute; (iii) the corporation, by action of a majority of
its stockholders, adopts an amendment to its certificate of incorporation or
bylaws expressly electing not to be governed by the statute; or (iv) the
stockholder becomes an interested stockholder inadvertently and divests itself
of sufficient shares so that the stockholder ceases to be an interested
stockholder, provided that the stockholder
 
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would not have been an interested stockholder (but for the inadvertent
acquisition) at any time within the three year period immediately prior to a
business combination between the corporation and such stockholder.
 
  A Delaware corporation may elect not to be subject to Section 203 by having
its stockholders approve an amendment to its certificate of incorporation or
bylaws to such effect. Cabot Noble has not made such an election and,
therefore, Section 203 may have an anti-takeover effect with respect to Cabot
Noble.
 
VOLUNTARY DISSOLUTION
 
  Phar-Mor. The Pennsylvania Law provides that a voluntary dissolution of a
corporation must be proposed by the board of directors adopting a resolution
recommending that the corporation be dissolved voluntarily and submitting the
resolution to the shareholders for their vote. The dissolution must be
approved by the affirmative vote of a majority of the votes cast by all the
shareholders entitled to vote thereon.
 
  ShopKo. The Minnesota Law provides that shareholders holding more than fifty
percent of the total voting power may authorize a corporation's dissolution,
with or without the approval of the corporation's board of directors.
 
  Cabot Noble. The Delaware Law provides that unless the board of directors
approves a proposal to dissolve a corporation, the dissolution must be
consented to in writing by stockholders holding one hundred percent of the
total voting power of the corporation. If the dissolution is initiated by the
board of directors, it need only be approved by a majority of the outstanding
stock of the corporation entitled to vote thereon.
 
TRANSACTIONS WITH DIRECTORS
 
  Phar-Mor. The Pennsylvania Law provides that no contract or transaction
between a corporation and one or more of its directors, or between a
corporation and any other entity in which one or more of its directors are
directors or officers have a financial interest, is void or voidable if (i)
the material facts as to the relationship or interest and as to the contract
or transaction are disclosed or known to the board of directors, which
authorizes the contract or transaction by the affirmative vote of a majority
of the disinterested directors; (ii) the material facts as to the contract or
transaction are disclosed or known to the shareholders entitled to vote
thereon and the contract or transaction is specifically approved in good faith
by a vote of those shareholders; or (iii) the contract or transaction is fair
as to the corporation as of the time it is authorized, approved or ratified by
the board of directors or the shareholders.
 
  ShopKo. The Minnesota Law provides that no contract or transaction between a
corporation and one or more of its directors, or between a corporation and any
other entity in which one or more of its directors are directors or officers,
or have a material financial interest, is void or voidable if (i) the material
facts as to the director's relationship or interest and as to the contract or
transaction are disclosed or known to the board of directors or committee,
which authorizes the contract or transaction in good faith by the affirmative
vote of a majority of the board or committee (but the interested directors
shall not vote or be counted in determining a quorum); (ii) the material facts
as to the director's relationship or interest and to the contract or
transaction are disclosed or known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically approved in good
faith by (a) the holders of two-thirds of the shares entitled to vote which
are owned by persons other than the interested director or directors, or (b)
the holders of all of the outstanding shares whether or not entitled to vote;
or (iii) the contract or transaction is fair and reasonable as to the
corporation as of the time it is authorized, approved or ratified by the board
of directors, a committee thereof, or the shareholders.
 
  Cabot Noble. The Delaware Law provides that no contract or transaction
between a corporation and one or more of its directors or officers, or between
a corporation and any other entity in which one or more of its directors or
officers are directors or officers, or have a financial interest, is void or
voidable if (i) the material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed
or known to the board of directors or committee, which authorizes the contract
or transaction in good faith by the
 
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affirmative vote of a majority of the disinterested directors; (ii) the
material facts as to the director's or officer's relationship or interest and
as to the contract or transaction are disclosed or known to the stockholders
entitled to vote thereon and the contract or transaction is specifically
approved in good faith by the stockholders, even though the disinterested
directors are less than a quorum or (iii) the contract or transaction is fair
as to the corporation as of the time it is authorized, approved or ratified by
the board of directors, a committee thereof, or the stockholders. A
corporation may make loans to, guarantee the obligations of or otherwise
assist its officers or other employees and those of a subsidiary, including
directors who are also officers or employees of the corporation or a
subsidiary, when such action, in the judgment of the directors, may reasonably
be expected to benefit the corporation.
 
FILLING VACANCIES ON THE BOARD OF DIRECTORS
 
  Phar-Mor. The Pennsylvania Law provides that unless otherwise provided in
the bylaws, vacancies in the board of directors, including those resulting
from an increase in the number of directors, may be filled by a majority vote
of the remaining members of the board though less than a quorum, or by a sole
remaining director. When one or more directors resign from the board effective
at a future date, the directors then in office, including those who have so
resigned, have power by the applicable vote to fill the vacancies, the vote
thereon to take effect when the resignations become effective.
 
  ShopKo. The Minnesota Law provides that unless different rules for filling
vacancies are provided for in the articles of incorporation or bylaws,
vacancies on the board of directors resulting from the death, resignation,
removal or disqualification of a director may be filled by the affirmative
vote of a majority of the remaining directors, even though less than a quorum,
and vacancies resulting from a newly-created directorship may be filled by the
affirmative vote of a majority of the directors serving at the time of the
increase. The shareholders may also elect a new director to fill a vacancy
that is created by the removal of a director by the shareholders. Neither the
ShopKo Articles or Bylaws create different rules for the filling of vacancies
on the ShopKo Board.
 
  Cabot Noble. The Delaware Law provides that vacancies and newly created
directorships may be filled by a majority of the directors then in office,
although less than a quorum, unless otherwise provided in the certificate of
incorporation or bylaws. However if the certificate of incorporation directs
that a particular class is to elect such director, such vacancy may be filled
only by the other directors elected by such class. If, at the time of filling
any vacancy or newly created directorship, the directors then in office
constitute less than a majority of the whole board (as constituted immediately
prior to such increase), the Delaware Court of Chancery may, upon application
of stockholders holding at least ten percent of the total number of shares
outstanding having the right to vote for such directors, order an election to
be held to fill any such vacancies or newly created directorship or to replace
the directors chosen by the directors then in office. The Cabot Noble
Certificate provides that vacancies on the Cabot Noble Board are to be filled
solely by the affirmative vote of a majority of the remaining directors then
in office acting at a duly constituted meeting of the Cabot Noble Board, even
though less than a quorum.
 
NUMBER AND QUALIFICATION OF DIRECTORS
 
  Phar-Mor. The Pennsylvania Law provides that the minimum number of directors
is one and the only qualifications for directors are that they be natural
persons of full age. Directors need not be residents of the Commonwealth or
shareholders of the corporation. The number of directors is fixed by, or in
the manner provided in, the bylaws. If not so fixed, the number of directors
is the same as stated in the articles of incorporation. If not so stated, the
number of directors is set at three. The Phar-Mor Bylaws set the initial board
of directors at seven directors. Prior to March 11, 1997, any change in the
number of directors is subject to shareholder approval. After that date, the
number of directors on the board is determined by board resolution. The Phar-
Mor Bylaws provide that no one is eligible to serve as a director unless he or
she is a natural person of full age or after the annual shareholder meeting
coincident with or next following his or her attainment of the age of seventy.
 
                                      177
<PAGE>
 
  ShopKo. The Minnesota Law provides that the minimum number of directors is
one and the only qualification for directors is that they must be natural
persons. The Minnesota Law permits the number of directors to be fixed by or
in a manner provided in the articles of incorporation or bylaws, and the
number of directors may be increased or decreased at any time by amendment to
or in the manner provided in the articles of incorporation or bylaws. The
ShopKo Bylaws provide for an initial board of five members and permit the
number of directors to be increased or decreased by the board of directors
from time to time or by the affirmative vote of holders of not less than 75%
of the outstanding shares of ShopKo entitled to vote generally in the election
of directors, voting together as a single class.
 
  Cabot Noble. The Delaware Law provides that the minimum number of directors
is one. The number of directors is fixed by or in the manner provided in the
bylaws, unless the certificate of incorporation fixes the number of directors,
in which case a change in the number of directors may only be made by
amendment to the certification of incorporation. The Cabot Noble Bylaws
provide that subject to the maximum and minimum number of directors stated in
the Cabot Noble Certificate (i.e., maximum of sixteen and minimum of three),
the number of directors may be determined by a vote of the majority of the
Cabot Noble Board or by the affirmative vote of the holders of at least 75% of
the votes of all outstanding voting stock entitled to vote generally in the
election of directors, voting together as a single class.
 
PREEMPTIVE RIGHTS
 
  Phar-Mor. The Pennsylvania Law provides that shareholders have no preemptive
rights unless so stated in the company's articles of incorporation. The Phar-
Mor Articles expressly provide that shareholders do not have preemptive
rights.
 
  ShopKo. Minnesota Law provides that all security holders are entitled to
preemptive rights unless the articles of incorporation or the board, in
creating a class or series of stock, specifically deny or limit preemptive
rights. The ShopKo Articles specifically deny preemptive rights to its
security holders.
 
  Cabot Noble. The Delaware Law provides that security holders of a
corporation only have such preemptive rights as may be provided in the
corporation's certificate of incorporation. The Cabot Noble Certificate does
not provide any preemptive rights to any security holders.
 
DIRECTOR ACTION BY WRITTEN CONSENT
 
  Phar-Mor. The Pennsylvania Law provides that unless otherwise restricted in
the bylaws, any action required or permitted to be taken at a meeting of
directors may be taken without a meeting if, prior or subsequent to the
action, a consent thereto by all of the directors in office is filed with the
secretary of the corporation. The Phar-Mor Bylaws do not alter this
requirement.
 
  ShopKo. The Minnesota Law provides that any action required or permitted to
be taken by the board of directors may be taken by written action signed by
all of the directors; however, if a company's articles of incorporation so
provide, any action, other than an action requiring shareholder approval, may
be taken by written action signed by the number of directors that would be
required to take the same action at a meeting of the board of directors at
which all directors were present. The ShopKo Bylaws provide that directors or
committees of directors may take action without a meeting if done in writing
and signed by all directors or committee members (unless the ShopKo Articles
provide otherwise and the action need not be approved by the shareholders.)
The ShopKo Articles are silent regarding written action by directors.
 
  Cabot Noble. The Delaware Law provides that unless otherwise restricted by
the certificate of incorporation or bylaws, any action required or permitted
to be taken at any meeting of the board of directors or a committee thereof
may be taken without a meeting if all members of the board or committee
consent in writing and the writing is filed with the corporate minutes. The
Cabot Noble Bylaws provide that any action by directors must be taken at a
duly convened meeting or by unanimous written consent of the directors.
 
                                      178
<PAGE>
 
VOTING IN THE ELECTION OF DIRECTORS
 
  In an election of directors for corporations for which cumulative voting is
provided, each share of stock normally having one vote is entitled to a number
of votes equal to the number of directors to be elected. A shareholder may
than cast all such votes for a single candidate or may allocate them among as
many candidates as the shareholder may choose. Without cumulative voting, the
holders of a majority of shares voting in the election of directors would have
the power to elect all the directors to be elected, and no person could be
elected without the support of holders of a majority of the shares.
 
  Phar-Mor. The Pennsylvania Law provides that cumulative voting for the
election of directors is required unless specifically limited or denied in the
articles of incorporation. The Phar-Mor Articles specifically deny cumulative
voting rights to the Phar-Mor shareholders.
 
  ShopKo. The Minnesota Law provides that cumulative voting for the election
of directors is required unless specifically limited or denied in the articles
of incorporation. The ShopKo Articles specifically deny cumulative voting
rights to the ShopKo shareholders.
 
  Cabot Noble. The Delaware Law provides that cumulative voting is not
mandatory and cumulative voting rights must be provided in a corporation's
certificate of incorporation if stockholders are to be entitled to cumulative
voting rights. The Cabot Noble certificate does not provide for cumulative
voting rights. Delaware Law requires that elections of directors be by written
ballot, unless otherwise provided in a corporation's certificate of
incorporation. The Cabot Noble Certificate and the Cabot Noble Bylaws do not
require the election of directors by written ballot unless requested by the
Chairman or the holders of outstanding voting stock entitled to vote generally
in the election of directors having a majority of the votes of all outstanding
voting stock entitled to vote generally in the election of directors present
or represented at a meeting of stockholders.
 
                             CERTAIN TRANSACTIONS
 
SHOPKO EMPLOYMENT AGREEMENTS--EXECUTIVE OFFICERS
 
  On the Effective Date, ShopKo will enter into employment agreements with
Dale Kramer, William Podany and Jeffrey Jones pursuant to which Mr. Kramer
will serve as President and Chief Executive Officer of ShopKo, Mr. Podany will
serve as Executive Vice President and Chief Operating Officer of ShopKo and
Mr. Jones will serve as Senior Vice President and Chief Financial Officer of
ShopKo. Each of Messrs. Kramer, Podany and Jones (collectively, the "ShopKo
Executives") also will serve as members of the Chairman's Council of Cabot
Noble. The agreement with Mr. Kramer will terminate one day before the third
anniversary of the Effective Date and the agreements with Messrs. Podany and
Jones will terminate one day before the second anniversary of the Effective
Date (respectively, the "Stated Term"), in each case unless earlier terminated
in accordance with the terms of the respective agreements.
   
  The annual base salary under such agreements is subject to periodic review,
not less frequently than annually, and may be increased but not decreased from
the initial annual base salaries of $500,000 for Mr. Kramer, $440,000 for Mr.
Podany and $325,000 for Mr. Jones. In addition, each of the agreements
provides for certain bonuses. For ShopKo's fiscal year ending February 22,
1997, each of the ShopKo Executives will receive that bonus to which he is
entitled under ShopKo's fiscal year 1997 Executive Incentive Plan. ShopKo's
Executive Incentive Plan provides for bonuses to the ShopKo Executives in
amounts which are dependent upon ShopKo's earnings. For fiscal year 1997, Mr.
Kramer's bonus will range from 0% to 100% of his annual base salary of
$500,000, Mr. Podany's bonus will range from 0% to 80% of his annual base
salary of $400,000, and Mr. Jones's bonus will range from 0% to 80% of his
annual base salary of $285,000. Prior to the beginning of fiscal year 1997,
the ShopKo Board's Compensation and Stock Option Committee determined that the
ShopKo Executives would qualify for bonuses if ShopKo earned $1.12 or more per
share during such fiscal year. Earnings of $1.12 per share for fiscal year
1997 would entitle Mr. Kramer to a bonus equal to 12.5% of his annual salary,
and entitle Messrs. Podany and Jones to bonuses equal to 10% of their
respective salaries. Earnings of $1.23 per share for fiscal year 1997 would
entitle Mr. Kramer to a bonus equal to 50% of his annual salary, and would
    
                                      179
<PAGE>
 
   
entitle Messrs. Podany and Jones to bonuses equal to 40% of their respective
salaries. Earnings of $1.36 per share or more for fiscal year 1997 would
entitle Mr. Kramer to a bonus equal to 100% of his annual salary, and would
entitle Messrs. Podany and Jones to bonuses equal to 80% of their respective
salaries. Earnings levels between the stated amounts would entitle the ShopKo
Executives to prorated bonus percentages. For purposes of calculating the
ShopKo Executives' fiscal year 1997 bonuses, ShopKo's earnings shall be
increased by the amount of one-time charges and expenses related to the
Transaction. For the twelve-month period beginning on February 23, 1997, each
of the ShopKo Executives will receive a bonus which will be the greater of the
amount to which he is entitled under the incentive/bonus plan to be adopted by
the Compensation Committee of the Cabot Noble Board (the "Bonus Plan") or an
alternative amount as specified in each employment agreement, which will be
$250,000 for Mr. Kramer and will not be less than $176,000 for Mr. Podany and
$130,000 for Mr. Jones. Thereafter, bonuses for each will be as determined
under the Bonus Plan.     
 
  Each of the ShopKo Executives also will receive nonqualified stock options
pursuant to his employment agreement. The stock options will permit each
ShopKo Executive to purchase a specified number of Cabot Noble Shares at a per
share exercise price equal to the fair market value of a Cabot Noble Share on
the Effective Date. Mr. Kramer's option is for 175,000 Cabot Noble Shares, and
the options of Messrs. Podany and Jones are each for 112,500 Cabot Noble
Shares. Each of the options will vest in thirds on the first anniversary of
the option grant, the second anniversary of the option grant and the third
anniversary of the option grant, respectively, unless the relevant ShopKo
Executive is terminated without cause or leaves ShopKo's employ for Good
Reason (as defined in the employment agreements), in which case the relevant
option would vest immediately.
 
  No later than 30 days after the Stated Term, ShopKo shall pay Mr. Kramer a
lump sum supplemental retirement benefit of $950,000. In addition, ShopKo will
use its best efforts to provide Mr. Kramer and his spouse with group medical
and dental insurance until he attains age 65.
 
  Under each of the employment agreements, in the event the relevant ShopKo
Executive is terminated without cause or leaves ShopKo's employ for Good
Reason, as defined in the relevant employment agreement, he will be entitled
to certain payments from ShopKo. If the employment of Mr. Kramer is terminated
without cause or he leaves ShopKo's employ for Good Reason on or prior to the
first anniversary of the employment agreement, he will be entitled to a
payment of three times the sum of (i) his base salary ("Base Salary") and (ii)
a bonus amount which will be calculated according to the provisions of his
employment agreement, but will not be less than the minimum bonus stated above
(the "Bonus Amount"). If the employment of Mr. Podany or Mr. Jones is
terminated without cause or either such ShopKo Executive terminates for Good
Reason on or prior to the first anniversary of his employment agreement, the
terminated ShopKo Executive will be entitled to a payment equal to two times
the sum of his Base Salary plus his Bonus Amount (as defined in the previous
sentence). If Mr. Kramer's employment is terminated without cause or he leaves
ShopKo's employ for Good Reason after the first anniversary of the agreement
but on or prior to the expiration of its Stated Term, he will be entitled to a
payment equal to (a) the greater of (i) the number of months remaining in his
employment agreement divided by twelve or (ii) 1.5 times (b) the sum of his
Base Salary and Bonus Amount. If the employment of Mr. Podany or Mr. Jones is
terminated without cause or either such ShopKo Executive terminates for Good
Reason after the first anniversary of the agreement but on or prior to the
expiration of its Stated Term, the payment will be 1.5 times the sum of his
Base Salary and Bonus Amount. If the employment of Mr. Podany or Mr. Jones is
terminated without cause or either such ShopKo Executive terminates for Good
Reason, he will be entitled to reimbursement for certain moving expenses
incurred in relocating from Green Bay, Wisconsin, as calculated according to
the provisions of the agreements. The employment agreements provide that if
certain amounts to be paid thereunder constitute "parachute payments," as
defined in Section 280G of the Code, the payments owed to the individual may
be decreased, but only if the result is to give the individual a larger after-
tax benefit than if the payments were not reduced.
 
  If any of the ShopKo Executives are terminated by ShopKo without cause or
leave ShopKo's employ for Good Reason during the Stated Term, it is likely
that a portion of the payments made to them pursuant to the employment
agreements, combined with the parachute value of accelerated options and
restricted stock, would be "excess" parachute payments. Excess parachute
payments are subject to a 20% non-deductible excise tax in
 
                                      180
<PAGE>
 
addition to any income tax otherwise payable and, unlike other compensation
payments, are not deductible for tax purposes by the payor company as provided
in Section 280G of the Code. In addition, the amount of the excess parachute
payments will reduce the $1,000,000 limit under Section 162(m) of the Code.
 
  Each of the employment agreements also contains a noncompetition clause
effective throughout the term of the agreement, as well as provisions
preventing the solicitation of employees both during and for one year after
the termination of employment with ShopKo.
 
  According to the provisions of each of the employment agreements, at the
request of ShopKo or the relevant ShopKo Executive, any disputes arising out
of any of the employment agreements or employment relationships shall be
submitted to and settled by binding arbitration, in accordance with the
agreement.
 
  The employment agreements, once executed, will supersede and replace the
existing change of control severance agreements described under "Description
of ShopKo--Severance Agreements."
 
EFFECT OF THE TRANSACTION ON STOCK OPTION AND RESTRICTED STOCK AWARDS OF
SHOPKO
 
  The Transaction will constitute a change of control pursuant to the
provisions of ShopKo's 1991 and 1995 Stock Option Plans, its 1993 Restricted
Stock Plan and the agreements awarding options or shares to ShopKo employees
thereunder. As a result, grants of options which would not otherwise be vested
as of the Effective Date will become exercisable as a result of the
Transaction. The number of option shares which will vest as a result of the
Transaction will be dependent on when the Effective Date occurs since the
time-vested options normally become exercisable on the anniversary of their
date of grant. Messrs. Kramer and Podany have been awarded 40,000 and 25,000
shares, respectively, of restricted stock by ShopKo which will vest since the
Transaction is a change of control under the relevant plan. However, Mr.
Kramer has waived this provision such that his 40,000 shares of restricted
stock will not vest on the Effective Date. With respect to ShopKo's executive
officers and the non-employee directors, the following table sets forth the
number of ShopKo Shares subject to stock options which will vest on the
Effective Date as a result of the Transaction (assuming an Effective Date of
       , 1997, and no performance vesting prior to such date), and the
weighted average exercise price per share of such stock options:
 
<TABLE>
<CAPTION>
                                                           WEIGHTED AVERAGE
        NAME                   NUMBER OF SHOPKO SHARES EXERCISE PRICE PER SHARE
        ----                   ----------------------- ------------------------
   <S>                         <C>                     <C>
   Jack W. Eugster............           2,374                  $12.64
   William J. Tyrell..........           2,374                   12.64
   Dale P. Kramer.............         112,000                   10.66
   William J. Podany..........          95,000                   10.33
   Michael J. Bettiga.........          36,240                   10.67
   Roger J. Chustz............          52,000                   12.00
   Gary B. Hammond............          36,240                   10.67
   Steven T. Harig............          36,000                   10.67
   Thomas D. Hendra...........          36,000                   10.67
   Michael J. Hopkins.........          30,000                   10.63
   Jeffrey A. Jones...........          59,000                   10.54
   Rodney D. Lawrence.........          30,000                   16.25
   David A. Liebergen.........          37,120                   10.68
   L. Terry McDonald..........          45,000                   10.42
   James F. Tucker............          39,000                   10.72
</TABLE>
 
  The value of the accelerated options and restricted stock are parachute
payments pursuant to Section 280G of the Code. These amounts, combined with
payments made to ShopKo executive officers who are terminated by ShopKo
without cause or who leave ShopKo's employ for Good Reason during the term of
their employment or severance agreements, may be "excess" parachute payments,
the tax deductibility of which may be substantially limited.
 
                                      181
<PAGE>
 
CARESTREAM SCRIP CARD ACQUISITION BY SHOPKO
   
  On July 16, 1996, ProVantage Inc. , a wholly owned subsidiary of ShopKo,
entered into an agreement to acquire the CareStream Scrip Card business from
HealthCare Connect, Inc., Health Care Pharmacy Providers, Inc., and Scrip Card
Enterprises, Inc., all of which are wholly owned subsidiaries of FoxMeyer
Health. The acquisition closed on August 2, 1996. The purchase price was $30.5
million in cash at closing and a supplemental cash payment. The amount of the
supplemental cash payment depends on when the demand for payment ("Exercise
Notice") is given by FoxMeyer Health and whether ProVantage, Inc. is a
publicly-held company at the time the Exercise Notice is given. If ProVantage
is not a publicly-held company when the Exercise Notice is given, then the
supplemental cash payment shall be $1,500,000 if the Exercise Notice is given
on or before August 1, 1997, or $2,500,000 if given thereafter. If ProVantage
is a publicly held company when the Exercise Notice is given, the supplemental
cash payment shall be the lesser of $5,000,000 or an amount equal to the
current market value of 1.5% of ProVantage's outstanding stock (but not less
than $1,500,000 if the Exercise Notice is given on or before August 1, 1997,
and not less than $2,500,000 if the Exercise Notice is given after August 1,
1997).     
   
  ProVantage may extinguish FoxMeyer Health's right to the Supplemental Cash
Payment at any time by paying FoxMeyer Health $5,000,000. ProVantage must
extinguish the Supplemental Cash Payment right by paying FoxMeyer Health
$5,000,000 if: (i) ShopKo sells a majority of the stock of ProVantage, Inc. in
a private transaction; or (ii) ShopKo acquires a majority of the equity
interests in, or substantially all of the assets of, another PBM and upon
consummation of such acquisition such PBM is not held directly or indirectly
by ProVantage; or (iii) ProVantage disposes of all or substantially all of any
business or assets (other than in the ordinary course of business) which
generated more than twenty percent (20%) of ProVantage's consolidated sales in
the preceding fiscal year.     
   
  In addition, ProVantage agreed to assume from the selling parties all
liabilities arising pursuant to several employment agreements which have since
been terminated, liabilities and obligations arising after August 2, 1996
under various leases, licenses and other service contracts entered into in the
ordinary course of the CareStream Scrip Card business. ProVantage also agreed
to employ all CareStream Scrip Card employees for a period of 90 days.
ProVantage continues to collect certain of FoxMeyer Health's accounts
receivable related to the operation of the CareStream Scrip Card business
prior to August 2, 1996.     
   
  Abbey J. Butler and Melvyn J. Estrin are directors of Phar-Mor and co-
chairmen of the board, co-chief executive officers and shareholders of
FoxMeyer Health. FoxMeyer Health is the beneficial owner of approximately
39.4% of the outstanding Phar-Mor Shares. See "Description of Phar-Mor--
Security Ownership of Certain Beneficial Owners and Management."     
   
SUPPLY AGREEMENTS WITH MCKESSON CORP.     
   
  McKesson Corp. currently has independent pharmaceutical supply agreements
with each of Phar-Mor and ShopKo. Phar-Mor's supply agreement with McKesson
Corp. resulted from McKesson Corp.'s purchase of the assets of FoxMeyer Drug
Company and its resultant assumption of the supply agreement between FoxMeyer
Drug Company and Phar-Mor. See "Description of Phar-Mor--Certain Relationships
and Related Transactions."     
   
  Independent of the foregoing events, on October 14, 1996, ShopKo and
McKesson Corp. entered into a pharmaceutical supply agreement whereby McKesson
Corp. has agreed to be ShopKo's exclusive supplier of pharmaceuticals for
ShopKo's retail and mail service pharmacies. This supply agreement provides
that if ShopKo is involved in an acquisition, merger or other business
combination, the terms of the supply agreement may, at ShopKo's option, be
applied to pharmaceutical purchases for any pharmacies becoming affiliated
with ShopKo as a result of such business combination.     
 
PHAR-MOR OPTION GRANTS; EMPLOYMENT AGREEMENTS--EXECUTIVE OFFICERS
   
  In connection with the Transaction, the Phar-Mor Board approved the grant as
of the Effective Date of nonqualified options to purchase up to 100,000 Cabot
Noble Shares to each of Messrs. Schwartz and O'Leary and nonqualified options
    
                                      182
<PAGE>
 
   
to purchase up to 50,000 Cabot Noble Shares to Mr. Ficarro. Messrs. Schwartz,
O'Leary, Ficarro and have been guaranteed bonuses equal to 60%, 50% and 35%,
respectively, of their respective base salaries for fiscal year 1997, and Mr.
Spear has been guaranteed a $115,000 bonus for each of fiscal years 1997 and
1998.     
   
  On December 6, 1996, the Phar-Mor Board authorized a two-year extension of
the current term of each of the employment agreements with Messrs. Schwartz
and O'Leary. Each agreement would otherwise expire on September 11, 1997. The
Phar-Mor Board also authorized a two-year employment agreement with Mr.
Ficarro, whose employment currently is not governed by a formal agreement.
Messrs. Ficarro and Jeffery are beneficiaries of a severance and retention
plan providing for payment of 1.5 years of base salary if their loss of
employment is due to the Combination or their election not to relocate to
Green Bay. Mr. Spear would receive one year's base salary under similar
circumstances. Other terms of the employment agreements with Messrs Schwartz,
O'Leary and Ficarro remain to be negotiated.     
          
  Under Mr. Haft's employment agreement, the Combination constitutes a "change
in control" with respect to Phar-Mor, which entitles Mr. Haft to terminate his
employment with Phar-Mor and to consider such a termination as "Without
Cause", thereby giving rise to certain rights as described herein. See
"Employment Contracts and Termination of Employment and Change of Control
Agreements." In addition, it also would be considered a "change in control"
under Mr. Haft's employment agreement giving rise to these rights if Mr. Haft
were "involuntarily" no longer a member of Hamilton Morgan, including as a
result of a sale of his interest pursuant to the exercise of the buy-sell
provision under the Hamilton Morgan LLC Agreement, provided that Mr. Haft did
not trigger the buy-sell provision (FoxMeyer has initiated the buy-sell
provision.) Mr. Haft has indicated to the Phar-Mor Board that he would
consider an amicable termination of his Phar-Mor employment agreement under
certain conditions, including his employment as Cabot Noble's Chairman and
Chief Executive Officer, pursuant to an employment agreement between Cabot
Noble and Mr. Haft. If such amicable termination is reached, or occurs, it is
unclear what impact such resolution would have on Phar-Mor. See "Description
of Phar-Mor--Employment Contracts and Termination of Employment and Change-in-
Control Arrangements."     
                              
                           SELLING STOCKHOLDERS     
   
SHARES AVAILABLE FOR FUTURE SALE     
   
  The following table sets forth certain information with respect to the
Selling Stockholders. The Cabot Noble Shares set forth below are being
included in the Registration Statement of which this Prospectus forms a part
pursuant to registration commitments afforded to the Selling Stockholders by
contractual obligations. Cabot Noble will not receive any proceeds from the
sale of Cabot Noble Shares by the Selling Stockholders. Proceeds from the
exercise of Cabot Noble Warrants, if any, will be added to Cabot Noble's
working capital.     
 
<TABLE>   
<CAPTION>
                           NUMBER OF CABOT NOBLE      NUMBER OF           PERCENT OF CABOT
                           SHARES (BENEFICIALLY)  CABOT NOBLE SHARES SHARES TO BE (BENEFICIALLY)
 SELLING STOCKHOLDER(S)   OWNED PRIOR TO OFFERING      OFFERED            OWNED AFTER OFFER
 ----------------------   ----------------------- ------------------ ---------------------------
<S>                       <C>                     <C>                <C>
Hamilton Morgan,
 L.L.C. ................                              3,750,000
Supervalu Inc.(1) ......                              4,625,744(2)
FoxMeyer Health Corpora-
 tion...................                              1,045,935
Robert M. Haft..........                                112,500
</TABLE>    
- --------
   
(1) Supervalu's Cabot Noble Shares are held by its wholly-owned subsidiariy
    Supermarket Operators of America, Inc.     
   
(2) Based on a ShopKo Exchange Ratio of 3.140.     
   
REGISTRATION RIGHTS     
   
  Contemporaneously with the consummation of the Combination, Cabot Noble will
enter into registration rights agreements with the Selling Stockholders to
provide for future public distributions of their Cabot Noble Shares.     
 
                                      183
<PAGE>
 
   
  Hamilton Morgan, FoxMeyer and Robert M. Haft (the "Rights Parties") each
have registration rights agreements with Phar-Mor which were entered into in
connection with the Phar-Mor Restructuring. In connection with the
Combination, each of the Rights Parties will enter into new registration
rights agreements with Cabot Noble. Each of these registration rights
agreements: (i) expires on September 11, 2001; (ii) provides for a shelf
registration which shall remain effective until the second anniversary of the
Effective Date; (iii) provides that each Rights Party has two demand
registration rights; and (iv) provides for incidental registration rights. The
demand registration rights may not be exercised while the shelf registration
is effective and are subject to certain minimum share requirements for
exercise.     
   
  In connection with the Combination and the Cabot Noble Buy Back, Supermarket
Operators of America, Inc. ("SOA") will enter into a registration rights
agreement with Cabot Noble. Under this registration rights agreement, SOA
would be entitled to shelf registration rights until the second anniversary of
the Effective Date, (the date on which the SOA Registration Rights Agreement
expires) and certain incidental registration rights.     
   
PLAN OF DISTRIBUTION     
   
  Cabot Noble Shares issued to the Phar-Mor Shareholders and the ShopKo
Shareholders under this Prospectus will be freely transferable under the
Securities Act, except for shares issued to any person who may be deemed to be
an "underwriter" within the meaning of Section 2(11) of the Securities Act and
Rule 145(c) thereunder. Generally, these are persons, including the Selling
Stockholders, who are deemed to control, be controlled by, or be under common
control with the entities or assets being acquired by Cabot Noble. Cabot Noble
Shares issued in connection with the Combination to persons who constitute
"underwriters" within the meaning of Section 2(11) and Rule 145(c) may not be
publicly reoffered or resold by such person except pursuant to an effective
registration statement under the Securities Act covering such shares or, in
certain circumstances, pursuant to Rule 145(d) or any other applicable
exemption under the Securities Act.     
   
  The Cabot Noble Shares being offered for sale by the Selling Stockholders
may be offered from time to time at market prices prevailing at the time of
sale or at negotiated prices, and without payment of any underwriting
discounts or commissions except for usual and customary selling commissions
paid to brokers or dealers. This Prospectus may be used from time to time by
each Selling Stockholder to offer the Cabot Noble Shares registered hereby for
sale in transactions in which he, she or it may be deemed to be an underwriter
within the meaning of the Securities Act. Brokers, dealers and agents
participating in the distribution of the Cabot Noble Shares offered by Selling
Stockholders may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of such
shares may be deemed to be underwriting discounts and commissions under the
Securities Act.     
 
                                 LEGAL MATTERS
 
  Certain legal matters relating to the securities offered hereby will be
passed upon for Cabot Noble and Phar-Mor by Swidler & Berlin, Chartered,
Washington, D.C., and for ShopKo by Godfrey & Kahn, S.C., Milwaukee,
Wisconsin, and by Sidley & Austin, Chicago, Illinois, as special counsel to
ShopKo.
 
                                    EXPERTS
 
  The Phar-Mor consolidated financial statements as of June 29, 1996,
September 2, 1995 and July 1, 1995, and for the forty-three weeks ended June
29, 1996, the nine weeks ended September 2, 1995, the fifty-two weeks ended
July 1, 1995 and the fifty-three weeks ended July 2, 1994; the ShopKo
consolidated financial statements as of February 24, 1996 and February 25,
1995, and for the three years in the period ended February 24, 1996; and the
Cabot Noble balance sheet as of October 10, 1996 included in or incorporated
by reference in this Joint Proxy Statement/Prospectus and related financial
statement schedules have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports appearing or incorporated by reference
herein.
 
                                      184
<PAGE>
 
  The independent auditors' report on the consolidated financial statements of
Phar-Mor as of July 1, 1995 and for the nine weeks ended September 2, 1995,
the fifty-two weeks ended July 1, 1995 and the fifty-three weeks ended July 2,
1994, expresses a qualified opinion as reliable accounting records to support
the acquisition cost of property and equipment were not available. Also, the
independent auditors' report includes explanatory paragraphs relating to 1)
the comparability of financial information prior to September 2, 1995 as a
result of the emergence of Phar-Mor from bankruptcy and the creation of a new
entity and 2) Phar-Mor entering into the Transaction with ShopKo.
 
  The reports of such firm have been so included in reliance upon their
authority as experts in accounting and auditing.
 
                                      185
<PAGE>
 
                         INDEX TO FINANCIAL STATEMENTS
 
<TABLE>   
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
Cabot Noble, Inc.
  Independent Auditors' Report............................................ F- 2
  Balance Sheet as of October 10, 1996.................................... F- 3
  Notes to Balance Sheet as of October 10, 1996........................... F- 4
ShopKo Stores, Inc.
  Consolidated Balance Sheets as of November 30, 1996, December 2, 1995
   and February 24, 1996.................................................. F- 5
  Consolidated Statements of Earnings for the 40 weeks ended November 30,
   1996 and
   December 2, 1995 and for the year ended February 24, 1996 (Unaudited).. F- 6
  Consolidated Statements of Cash Flows for the 40 weeks ended November
   30, 1996 and December 2, 1995 and for the year ended February 24, 1996
   (Unaudited)............................................................ F- 7
  Consolidated Statements of Shareholders' Equity for the 40 weeks ended
   November 30, 1996 and for the year ended February 24, 1996
   (Unaudited)............................................................ F- 8
  Notes to Consolidated Financial Statements for the 40 weeks ended
   November 30, 1996 and December 2, 1995 and for the year ended February
   24, 1996 (Unaudited)................................................... F- 9
  Independent Auditors' Report............................................ F-10
  Consolidated Balance Sheets as of February 24, 1996 and February 25,
   1995................................................................... F-11
  Consolidated Statements of Earnings for each of the three years in the
   period ended
   February 24, 1996...................................................... F-12
  Consolidated Statements of Cash Flows for each of the three years in the
   period ended February 24, 1996......................................... F-13
  Consolidated Statements of Shareholders' Equity for each of the three
   years in the period ended February 24, 1996............................ F-14
  Notes to Consolidated Financial Statements for the fiscal years ended
   February 24, 1996, February 25, 1995 and February 26, 1994............. F-15
Phar-Mor, Inc.
  Condensed Consolidated Balance Sheets of the Successor Phar-Mor as of
   December 28, 1996 and June 29, 1996.................................... F-27
  Condensed Consolidated Statements of Operations of the Successor Phar-
   Mor for the Thirteen Weeks Ended December 28, 1996 and the Thirteen
   Weeks Ended December 30, 1995.......................................... F-28
  Condensed Consolidated Statements of Operations of the Successor Company
   for the Twenty-Six Weeks Ended December 28, 1996 and the Seventeen
   Weeks Ended December 30, 1995 and the Predecessor Phar-Mor for the Nine
   Weeks Ended September 2, 1995.......................................... F-29
  Condensed Consolidated Statements of Cash Flows of the Successor Phar-
   Mor for the Twenty-Six Weeks Ended December 28, 1996 and the Seventeen
   Weeks Ended December 30, 1995 and the Predecessor Phar-Mor for the Nine
   Weeks Ended September 2, 1995.......................................... F-30
  Condensed Consolidated Statements of Changes in Stockholders' Equity
   (Deficiency)
   for the Twenty-six Weeks Ended December 28, 1996 (Unaudited)........... F-31
  Notes to Unaudited Condensed Consolidated Financial Statements ......... F-32
  Independent Auditors' Report............................................ F-35
  Consolidated Balance Sheets as of June 29, 1996, September 2, 1995 and
   July 1, 1995........................................................... F-37
  Consolidated Statements of Operations for the Forty-Three Weeks Ended
   June 29, 1996, the Nine Weeks Ended September 2, 1995, the Fifty-Two
   Weeks Ended July 1, 1995 and the Fifty-Three Weeks Ended July 2, 1994.. F-38
  Consolidated Statements of Changes in Stockholders' Equity (Deficiency)
   for the Forty-Three Weeks Ended June 29, 1996, the Nine Weeks Ended
   September 2, 1995, the Fifty-Two Weeks Ended July 1, 1995 and the
   Fifty-Three Weeks Ended July 2, 1994................................... F-39
  Consolidated Statements of Cash Flows for the Forty-Three Weeks Ended
   June 29, 1996, the Nine Weeks Ended September 2, 1995, The Fifty-Two
   Weeks Ended July 1, 1995 and the Fifty-Three Weeks Ended July 2, 1994.. F-40
  Notes to Audited Consolidated Financial Statements...................... F-41
  Schedule II............................................................. F-65
</TABLE>    
 
                                      F-1
<PAGE>
 
                         INDEPENDENT AUDITORS' REPORT
 
To Cabot Noble, Inc.:
 
  We have audited the accompanying balance sheet of Cabot Noble, Inc. (a
wholly owned subsidiary of Phar-Mor, Inc.) ("Cabot Noble") as of October 10,
1996. This financial statement is the responsibility of Cabot Noble's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
 
  We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheet. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall balance sheet
presentation. We believe that our audit of the balance sheet provides a
reasonable basis for our opinion.
 
  In our opinion, such balance sheet presents fairly, in all material
respects, the financial position of Cabot Noble as of October 10, 1996 in
conformity with generally accepted accounting principles.
 
Deloitte & Touche LLP
 
Pittsburgh, Pennsylvania
October 10, 1996
 
                                      F-2
<PAGE>
 
                               CABOT NOBLE, INC.
 
                                 BALANCE SHEET
                             AS OF OCTOBER 10, 1996
 
<TABLE>
<S>                                                                       <C>
                                 ASSETS
Current Assets:
  Cash................................................................... $   1
                                                                          -----
    Total assets......................................................... $   1
                                                                          =====
                   LIABILITIES & STOCKHOLDER'S EQUITY
Stockholder's Equity:
  Preferred stock, $.01 par value, authorized shares, 50,000,000; none
   outstanding........................................................... $ --
  Common stock, $.01 par value, authorized shares, 200,000,000; 100
   shares issued and outstanding.........................................     1
                                                                          -----
    Total stockholder's equity........................................... $   1
                                                                          =====
</TABLE>
 
 
 
       The accompanying notes are an integral part of this balance sheet.
 
                                      F-3
<PAGE>
 
                               CABOT NOBLE, INC.
 
                            NOTES TO BALANCE SHEET
                               OCTOBER 10, 1996
 
1. ORGANIZATION
 
  Cabot Noble, Inc. ("Cabot Noble") is a Delaware corporation formed as a
wholly owned subsidiary of Phar-Mor, Inc. for the purpose of facilitating the
proposed transaction (see Note 2).
 
2. THE PROPOSED TRANSACTION
 
  Phar-Mor, Inc. ("Phar-Mor") entered into an Agreement and Plan of
Reorganization (the "Proposed Transaction") dated September 7, 1996 (as
amended and restated as of October 9, 1996) with ShopKo, Inc. ("ShopKo") to
combine the respective companies under Cabot Noble. Under the terms of the
Proposed Transaction, each issued and outstanding share of Phar-Mor common
stock will be exchanged for one share of Cabot Noble common stock. Each issued
and outstanding share of ShopKo common stock will be exchanged for 2.4 shares
of Cabot Noble common stock, subject to adjustment in the event the value of
the exchange consideration falls outside a range between $17.25 and $18.00 per
share of ShopKo common stock (based on the average daily closing sale prices
of Phar-Mor's common stock over a specified 30 day period multiplied by the
2.4 share exchange ratio).
 
  In connection with the Proposed Transaction, supervalu inc. ("supervalu"),
which currently owns approximately 46% of the issued and outstanding shares of
ShopKo common stock, has entered into an Amended and Restated Stock Purchase
Agreement (the "Stock Purchase Agreement") with Cabot Noble whereby supervalu
has agreed to sell to Cabot Noble 90% of the Cabot Noble shares that supervalu
receives in the Proposed Transaction immediately after the Proposed
Transaction is completed at $16.86 per share of ShopKo common stock held by
supervalu prior to the Proposed Transaction. The Stock Purchase Agreement
provides that supervalu will receive a combination of cash and a short-term
note at closing.
 
  Consummation of the Proposed Transaction is subject to certain conditions,
including (a) receipt of financing of at least $75 million (b) approval by
shareholders of ShopKo and Phar-Mor (c) receipt of necessary regulatory
approvals, and (d) other conditions to closing customary in transactions of
this type.
 
                                      F-4
<PAGE>
 
                      SHOPKO STORES, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                               THIRD QUARTER AS OF
                                             ------------------------
                                                                       FEBRUARY
                                             NOVEMBER 30, DECEMBER 2,    24,
                                                 1996        1995        1996
                                             ------------ ----------- ----------
                                                   (UNAUDITED)        (AUDITED)
<S>                                          <C>          <C>         <C>
                  ASSETS
Current assets:
  Cash and cash equivalents................   $   44,058  $   47,799  $   89,469
  Receivables, less allowance for losses of
   $4,460, $2,614 and $3,212,
   respectively............................       94,924      63,804      55,514
  Merchandise inventories..................      434,028     397,147     322,433
  Other current assets.....................       15,582      16,216       8,775
                                              ----------  ----------  ----------
    Total current assets...................      588,592     524,966     476,191
Other assets and deferred charges..........       56,844      23,224      24,621
Property and equipment at cost:
  Land.....................................      108,237     108,505     107,915
  Buildings................................      490,862     477,869     479,124
  Equipment................................      304,311     290,321     286,763
  Leasehold improvements...................       49,148      49,034      49,306
  Property under construction..............          988       1,892      10,585
  Property under capital leases............       21,968      17,539      21,968
                                              ----------  ----------  ----------
                                                 975,514     945,160     955,661
Less accumulated depreciation and amortiza-
 tion:
  Property and equipment...................      370,989     330,237     331,541
  Property under capital leases............        8,985       6,636       6,972
                                              ----------  ----------  ----------
    Net property and equipment.............      595,540     608,287     617,148
                                              ----------  ----------  ----------
    Total assets...........................   $1,240,976  $1,156,477  $1,117,960
                                              ==========  ==========  ==========
   LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable--trade..................   $  229,074  $  202,031  $  144,638
  Accrued compensation and related taxes...       26,969      22,109      25,290
  Accrued other liabilities................       81,375      69,440      72,943
  Accrued income and other taxes...........       30,538      26,420      16,797
  Current portion of long-term
   obligations.............................        1,096         755       1,127
                                              ----------  ----------  ----------
    Total current liabilities..............      369,052     320,755     260,795
Long-term obligations......................      414,505     413,086     415,138
Deferred income taxes......................       21,198      18,555      20,396
Shareholders' equity:
  Common stock.............................          321         320         320
  Additional paid-in capital...............      244,841     242,843     242,843
  Retained earnings........................      191,059     160,918     178,468
                                              ----------  ----------  ----------
    Total shareholders' equity.............      436,221     404,081     421,631
                                              ----------  ----------  ----------
      Total liabilities and shareholders'
       equity..............................   $1,240,976  $1,156,477  $1,117,960
                                              ==========  ==========  ==========
</TABLE>
 
                See notes to consolidated financial statements.
 
                                      F-5
<PAGE>
 
                      SHOPKO STORES, INC. AND SUBSIDIARIES
 
                      CONSOLIDATED STATEMENTS OF EARNINGS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                              YEAR TO DATE (40 WEEKS) ENDED
                                           -----------------------------------
                                           NOVEMBER 30, DECEMBER 2, % INCREASE
                                               1996        1995     (DECREASE)
                                           ------------ ----------- ----------
                                                 (UNAUDITED)
<S>                                        <C>          <C>         <C>
Revenues:
  Net sales...............................  $1,700,636  $1,469,656     15.7
  Licensed department rentals and other
   income.................................       9,923      11,211
                                            ----------  ----------
                                             1,710,559   1,480,867     15.5
Costs and expenses:
  Cost of sales...........................   1,310,013   1,099,882
  Selling, general and administrative
   expenses...............................     295,512     281,617
  Depreciation and amortization expenses..      46,097      43,857
                                            ----------  ----------
                                             1,651,622   1,425,356     15.9
Income from operations....................      58,937      55,511      6.2
Interest expense..........................      24,983      27,071
                                            ----------  ----------
Earnings before income taxes..............      33,954      28,440     19.4
Provision for income taxes................      13,337      11,071
                                            ----------  ----------
Net earnings..............................  $   20,617  $   17,369     18.7
                                            ==========  ==========
Net earnings per common share.............  $     0.64  $     0.54
                                            ==========  ==========
Weighted average number of common shares
 outstanding..............................      32,073      32,005
</TABLE>
 
 
                See notes to consolidated financial statements.
 
                                      F-6
<PAGE>
 
                      SHOPKO STORES, INC. AND SUBSIDIARIES
 
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                             YEAR TO DATE (40 WEEKS) ENDED
                                             ---------------------------------
                                              NOVEMBER 30,       DECEMBER 2,
                                                  1996               1995
                                             ---------------    --------------
                                                      (UNAUDITED)
<S>                                          <C>                <C>
Cash flows from operating activities:
  Net earnings..............................  $        20,617    $       17,369
  Adjustments to reconcile net earnings to
   net cash provided by operating
   activities:
    Depreciation and amortization...........           46,097            43,857
    Provision for losses on receivables.....              165               124
    Gain on sale of property and equipment..           (1,847)           (1,637)
    Deferred income taxes...................             (102)            4,452
    Change in assets and liabilities:
      Receivables...........................          (39,375)          (21,861)
      Merchandise inventories...............         (111,595)            3,476
      Other current assets..................           (5,736)           (6,080)
      Other assets..........................           (3,592)           (1,206)
      Accounts payable......................           84,436            52,738
      Accrued liabilities...................           27,373             1,544
                                              ---------------    --------------
        Net cash provided by operating
         activities.........................           16,441            92,776
                                              ---------------    --------------
Cash flows from investing activities:
  Payments for property and equipment.......          (23,572)          (33,852)
  Proceeds from the sale of property and
   equipment................................            2,566             2,421
  Business acquisition, net of cash
   acquired.................................          (30,500)
                                              ---------------    --------------
        Net cash (used in) investing
         activities.........................          (51,506)          (31,431)
                                              ---------------    --------------
Cash flows from financing activities:
  Change in short-term debt.................                            (15,000)
  Proceeds from the sale of common stock
   under option plans.......................              987
Dividend payment............................          (10,582)          (10,563)
Reduction in capital lease obligations......             (751)             (581)
                                              ---------------    --------------
        Net cash (used in) financing
         activities.........................          (10,346)          (26,144)
                                              ---------------    --------------
Net (decrease) increase in cash and cash
 equivalents................................          (45,411)           35,201
Cash and cash equivalents at beginning of
 year.......................................           89,469            12,598
                                              ---------------    --------------
Cash and cash equivalents at end of third
 quarter....................................  $        44,058    $       47,799
                                              ===============    ==============
Supplemental cash flow information:
 Noncash investing and financial
  activities--
  Restricted stock issued...................  $         1,012
</TABLE>
 
                See notes to consolidated financial statements.
 
                                      F-7
<PAGE>
 
                      SHOPKO STORES, INC. AND SUBSIDIARIES
 
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                             COMMON STOCK  CAPITAL IN
                                             ------------- EXCESS OF  RETAINED
                                             SHARES AMOUNT PAR VALUE  EARNINGS
                                             ------ ------ ---------- --------
<S>                                          <C>    <C>    <C>        <C>
Balances at February 25, 1995............... 32,005  $320   $242,843  $154,112
  Net earnings..............................                            38,439
  Cash dividend declared on common stock--
   $0.44 per share..........................                           (14,083)
                                             ------  ----   --------  --------
Balances at February 24, 1996............... 32,005   320    242,843   178,468
  Sale of common stock under option plans...     80              987
  Issuance of restricted stock..............     65     1      1,011    (1,012)
  Restricted stock expense..................                                46
  Net earnings..............................                            20,617
  Cash dividend declared on common stock--
   $0.22 per share..........................                            (7,060)
                                             ------  ----   --------  --------
Balances at November 30, 1996............... 32,150  $321   $244,841  $191,059
                                             ======  ====   ========  ========
</TABLE>
 
  Interim data subject to year end audit.
 
 
                See notes to consolidated financial statements.
 
                                      F-8
<PAGE>
 
                     SHOPKO STORES, INC. AND SUBSIDIARIES
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE 40 WEEKS ENDED NOVEMBER 30, 1996 AND DECEMBER 2, 1995
 
ACCOUNTING POLICIES:
 
  The 1996 annual report contains a summary of significant accounting policies
in the notes to the consolidated financial statements. The same accounting
policies are followed in the preparation of interim reports.
 
  During the current fiscal year, ShopKo adopted Statements of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation." The adoption of SFAS No. 123 will have no effect on net
earnings. ShopKo will continue to measure compensation cost for stock
compensation plans under Accounting Principles Board Opinion No. 25
"Accounting for Stock Issued to Employees."
 
INVENTORIES:
 
  ShopKo uses the LIFO method for substantially all inventories. If the first-
in, first-out (FIFO) method had been used, these inventories would have been
$42.1 million and $39.8 million higher at November 30, 1996 and at December 2,
1995, respectively.
 
INCOME TAXES:
 
  The $13.3 million provision for income tax expense for the first three
quarters of fiscal 1997 consists of a $13.4 million current expense, offset by
a $0.1 million deferred tax credit. Deferred income taxes reflect the net tax
effect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income
tax purposes.
 
NET EARNINGS PER COMMON SHARE:
 
  Net earnings per common share are computed by dividing net earnings by the
weighted average number of common shares outstanding. Outstanding stock
options do not have a significant dilutive effect on earnings per share.
 
SIGNIFICANT EVENT:
 
  On September 7, 1996, ShopKo and Phar-Mor, Inc. signed an agreement to
combine their two companies under a new holding company. The new company will
be called Cabot Noble, Inc. The combination will be accomplished through share
exchanges, and ShopKo and Phar-Mor will continue as separate operating
subsidiaries of Cabot Noble. The transaction will be accounted for as a
purchase of Phar-Mor by ShopKo. The transaction is subject to a number of
customary closing conditions, including but not limited to financing,
regulatory approvals and shareholder approvals.
 
STATEMENT OF SHOPKO:
 
  The data presented herein is unaudited, but in the opinion of management,
includes all adjustments (which consist only of normal recurring accruals)
necessary for a fair presentation of the consolidated financial position of
ShopKo and its subsidiaries at November 30, 1996 and December 2, 1995 and the
results of their operations and cash flows for the periods then ended. These
interim results are not necessarily indicative of the results of the fiscal
years as a whole because the operations of ShopKo are highly seasonal. The
third and fourth fiscal quarters contribute a significant part of ShopKo's
earnings due to the Christmas selling season.
 
                                      F-9
<PAGE>
 
                         INDEPENDENT AUDITORS' REPORT
 
To the Board of Directors and Shareholders
ShopKo Stores, Inc.:
 
  We have audited the consolidated balance sheets of ShopKo Stores, Inc. and
Subsidiaries as of February 24, 1996 and February 25, 1995 and the related
consolidated statements of earnings, shareholders' equity and cash flows for
each of the three years (52 weeks) in the period ended February 24, 1996.
These financial statements are the responsibility of ShopKo's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
  In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of ShopKo Stores, Inc. and
Subsidiaries as of February 24, 1996 and February 25, 1995, and the results of
their operations and their cash flows for each of the three years (52 weeks)
in the period ended February 24, 1996 in conformity with generally accepted
accounting principles.
 
Deloitte & Touche LLP
 
Milwaukee, Wisconsin
April 2, 1996
 
                                     F-10
<PAGE>
 
                      SHOPKO STORES, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                      FEBRUARY 24, FEBRUARY 25,
                                                          1996         1995
                                                      ------------ ------------
<S>                                                   <C>          <C>
                       ASSETS
Current Assets:
  Cash and cash equivalents..........................  $   89,469   $   12,598
  Receivables, less allowance for losses of $3,212
   and $3,590, respectively..........................      55,514       42,067
  Merchandise inventories............................     322,433      400,623
  Other current assets...............................       8,775       13,456
                                                       ----------   ----------
    Total current assets.............................     476,191      468,744
Other assets and deferred charges....................      24,621       22,943
Property and equipment--net..........................     617,148      618,064
                                                       ----------   ----------
    Total assets.....................................  $1,117,960   $1,109,751
                                                       ==========   ==========
        LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Short-term debt....................................  $      --    $   15,000
  Accounts payable--trade............................     144,638      149,293
  Accrued compensation and related taxes.............      25,290       24,612
  Accrued other liabilities..........................      72,943       61,858
  Accrued income and other taxes.....................      16,797       29,955
  Current portion of long-term obligations...........       1,127          755
                                                       ----------   ----------
    Total current liabilities........................     260,795      281,473
Long-term obligations................................     415,138      413,580
Deferred income taxes................................      20,396       17,423
Shareholders' equity:
  Preferred stock; none outstanding
   Common stock; Shares outstanding, 32,005 in 1996
   and 1995..........................................         320          320
  Additional paid-in capital.........................     242,843      242,843
  Retained earnings..................................     178,468      154,112
                                                       ----------   ----------
    Total shareholders' equity.......................     421,631      397,275
                                                       ----------   ----------
      Total liabilities and shareholders' equity.....  $1,117,960   $1,109,751
                                                       ==========   ==========
</TABLE>
 
                See notes to consolidated financial statements.
 
                                      F-11
<PAGE>
 
                      SHOPKO STORES, INC. AND SUBSIDIARIES
 
                      CONSOLIDATED STATEMENTS OF EARNINGS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                  FISCAL YEARS ENDED
                                        --------------------------------------
                                        FEBRUARY 24, FEBRUARY 25, FEBRUARY 26,
                                            1996         1995         1994
                                         (52 WEEKS)   (52 WEEKS)   (52 WEEKS)
                                        ------------ ------------ ------------
<S>                                     <C>          <C>          <C>
Revenues:
 Net sales.............................  $1,968,016   $1,852,929   $1,738,746
 Licensed department rentals and other
  income...............................      13,924       12,433       11,509
                                         ----------   ----------   ----------
                                          1,981,940    1,865,362    1,750,255
Costs and expenses:
 Cost of sales.........................   1,466,733    1,364,913    1,285,232
 Selling, general and administrative
  expenses.............................     361,402      355,515      343,381
 Depreciation and amortization
  expenses.............................      56,383       53,474       47,336
                                         ----------   ----------   ----------
                                          1,884,518    1,773,902    1,675,949
Income from operations.................      97,422       91,460       74,306
Interest expense.......................      34,282       29,042       21,417
                                         ----------   ----------   ----------
Earnings before income taxes...........      63,140       62,418       52,889
Provision for income taxes.............      24,701       24,628       20,767
                                         ----------   ----------   ----------
Net earnings...........................  $   38,439   $   37,790   $   32,122
                                         ==========   ==========   ==========
Net earnings per common share..........  $     1.20   $     1.18   $     1.00
Weighted average number of common
 shares outstanding....................      32,005       32,014       32,001
</TABLE>
 
 
 
                See notes to consolidated financial statements.
 
                                      F-12
<PAGE>
 
                      SHOPKO STORES, INC. AND SUBSIDIARIES
 
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                    FISCAL YEARS ENDED
                                          --------------------------------------
                                          FEBRUARY 24, FEBRUARY 25, FEBRUARY 26,
                                              1996         1995         1994
                                           (52 WEEKS)   (52 WEEKS)   (52 WEEKS)
                                          ------------ ------------ ------------
<S>                                       <C>          <C>          <C>
Cash flows from operating activities:
 Net earnings...........................    $ 38,439    $  37,790    $  32,122
 Adjustments to reconcile net earnings
  to net cash provided by operating
  activities:
  Depreciation and amortization.........      56,383       53,474       47,336
  Provision for losses on receivables...          23          287           63
  (Gain) loss on the sale of property
   and equipment........................      (2,739)         421       (1,410)
  Deferred income taxes.................       5,206       (3,764)       5,995
  Change in assets and liabilities:
   Receivables..........................     (13,470)      (5,611)      (9,317)
   Merchandise inventories..............      78,190      (71,769)     (65,521)
   Other current assets.................       2,448       (1,504)        (397)
   Other assets.........................      (2,879)      (2,059)      (1,025)
   Accounts payable.....................      (4,655)       2,142       21,369
   Accrued liabilities..................      (1,395)      31,486        4,590
                                            --------    ---------    ---------
    Net cash provided by operating
     activities.........................     155,551       40,893       33,805
Cash flows from investing activities:
 Payments for property and equipment....     (53,012)     (94,600)    (133,842)
 Proceeds from the sale of property and
  equipment.............................       4,171        6,982        4,644
 Business acquisitions, net of cash
  acquired..............................                  (15,885)
                                            --------    ---------    ---------
    Net cash (used in) investing
     activities.........................     (48,841)    (103,503)    (129,198)
Cash flows from financing activities:
 Net proceeds from long term
  obligations...........................                   98,939       98,714
 Change in short-term debt..............     (15,000)     (11,200)      11,175
 Change in common stock.................                     (135)         185
 Dividends paid.........................     (14,083)     (14,087)     (14,080)
 Reduction in capital lease
  obligations...........................        (756)        (879)        (823)
                                            --------    ---------    ---------
    Net cash (used in) provided by
     financing activities...............     (29,839)      72,638       95,171
                                            --------    ---------    ---------
Net increase (decrease) in cash and cash
 equivalents............................      76,871       10,028         (222)
Cash and cash equivalents at beginning
 of year................................      12,598        2,570        2,792
                                            --------    ---------    ---------
Cash and cash equivalents at end of
 year...................................    $ 89,469    $  12,598    $   2,570
                                            --------    ---------    ---------
Supplemental cash flow information:
 Noncash investing and financial
  activities--Capital lease obligations
  incurred..............................    $  2,573    $   4,992    $   1,769
Cash paid during the period for:
 Interest...............................    $ 34,803    $  27,734    $  23,248
 Income taxes...........................    $ 33,062    $  12,910    $  15,467
</TABLE>
 
                See notes to consolidated financial statements.
 
                                      F-13
<PAGE>
 
                      SHOPKO STORES, INC. AND SUBSIDIARIES
 
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                            COMMON STOCK   ADDITIONAL
                                            --------------  PAID-IN   RETAINED
                                            SHARES  AMOUNT  CAPITAL   EARNINGS
                                            ------  ------ ---------- --------
<S>                                         <C>     <C>    <C>        <C>
Balances at February 27, 1993.............. 32,000   $320   $242,793  $112,367
  Net earnings.............................                             32,122
  Issuance of common stock.................     16               185
  Cash dividends declared on common stock--
   $0.44 per share.........................                            (14,081)
                                            ------   ----   --------  --------
Balances at February 26, 1994.............. 32,016    320    242,978   130,408
  Net earnings.............................                             37,790
  Cancellation of common stock.............    (16)             (185)
  Issuance of common stock.................      5                50
  Cash dividends declared on common stock--
   $0.44 per share.........................                            (14,086)
                                            ------   ----   --------  --------
Balances at February 25, 1995.............. 32,005    320    242,843   154,112
  Net earnings.............................                             38,439
  Cash dividends declared on common stock--
   $0.44 per share.........................                            (14,083)
                                            ------   ----   --------  --------
Balances at February 24, 1996.............. 32,005   $320   $242,843  $178,468
                                            ======   ====   ========  ========
</TABLE>
 
 
 
 
                See notes to consolidated financial statements.
 
                                      F-14
<PAGE>
 
                     SHOPKO STORES, INC. AND SUBSIDIARIES
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE FISCAL YEARS ENDED FEBRUARY 24, 1996, FEBRUARY 25, 1995 AND FEBRUARY
                                   26, 1994
 
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Organization and Basis of Presentation:
 
  The consolidated financial statements include the accounts of ShopKo Stores,
Inc. and all its subsidiaries ("ShopKo"). All significant intercompany
accounts and transactions have been eliminated. ShopKo, which is a Minnesota
corporation, was incorporated in 1961. On October 16, 1991, ShopKo sold
17,250,000 common shares or 54% of equity ownership in an initial public
offering. Prior to completion of the offering, ShopKo was a wholly owned
subsidiary of Supermarket Operators of America, Inc., ("SOA") which, in turn,
is wholly owned by supervalu inc. ("supervalu"). As of February 24, 1996, 46%
of ShopKo's common stock was owned by supervalu.
 
  ShopKo is engaged in the business of providing general merchandise and
health services through its retail stores; prescription benefit management
services; pharmacy mail service and claims processing activities. Retail
stores are operated in the Upper Midwest, Mountain and Pacific Northwest
states. All other business is conducted throughout the United States.
 
 Cash and Cash Equivalents:
 
  ShopKo records all highly liquid investments with a maturity of three months
or less as cash equivalents. In accordance with Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," these investments are classified as trading
securities and are reported at fair value.
 
 Receivables:
 
  Receivables consist of amounts collectible from merchandise vendors for
promotional and advertising allowances, from third party pharmacy insurance
carriers and self-funded medical plan sponsors, from pharmaceutical
manufacturers for formulary fees and from store customers for optical, main
store layaway and pharmacy purchases. Substantially all amounts are expected
to be collected within one year.
 
 Merchandise Inventories:
 
  Merchandise inventories are stated at the lower of cost or market. Cost,
which includes certain distribution and transportation costs, is determined
through use of the last-in, first-out (LIFO) method for substantially all
inventories. If the first-in, first-out (FIFO) method had been used to
determine cost of inventories, ShopKo's inventories would have been higher by
approximately $39.2 million at February 24, 1996, $37.0 million at February
25, 1995 and $39.0 million at February 26, 1994.
 
 Property and Equipment:
 
  Property and equipment are carried at cost. The cost of buildings and
equipment is depreciated over the estimated useful lives of the assets.
Buildings and certain equipment (principally computer and retail store
equipment) are depreciated using the straight-line method. Remaining
properties are depreciated on an accelerated basis. Useful lives generally
assigned are: buildings--25 to 50 years; retail store equipment--8 to 10
years; warehouse, transportation and other equipment--3 to 10 years. Costs of
leasehold improvements are amortized over the period of the lease or the
estimated useful life of the asset, whichever is shorter, using the straight-
line method. Property under capital leases is amortized over the related lease
term using the straight-line method. Interest on property under construction
of $0.2, $1.3 and $2.1 million was capitalized in fiscal years 1996, 1995 and
1994, respectively.
 
 
                                     F-15
<PAGE>
 
                     SHOPKO STORES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
  The components of property and equipment are (in thousands):
 
<TABLE>
<CAPTION>
                                                              FEB. 24, FEB. 25,
                                                                1996     1995
                                                              -------- --------
<S>                                                           <C>      <C>
Property and equipment at cost:
  Land....................................................... $107,915 $107,532
  Buildings..................................................  479,124  441,665
  Equipment..................................................  286,763  278,391
  Leasehold improvements.....................................   49,306   50,581
  Property under construction................................   10,585   23,081
  Property under capital leases..............................   21,968   19,591
                                                              -------- --------
                                                               955,661  920,841
Less accumulated depreciation and amortization:
  Property and equipment.....................................  331,541  294,798
  Property under capital leases..............................    6,972    7,979
                                                              -------- --------
Net property and equipment................................... $617,148 $618,064
                                                              ======== ========
</TABLE>
 
 Impairment of Long Lived Assets:
 
  ShopKo evaluates whether events and circumstances have occurred that
indicate the remaining estimated useful life of long lived assets may warrant
revision or that the remaining balance of an asset may not be recoverable. The
measurement of possible impairment is based on the ability to recover the
balance of assets from expected future operating cash flows on an undiscounted
basis. In the opinion of management, no such impairment existed as of February
24, 1996 or February 25, 1995.
 
 Pre-opening Costs:
 
  Pre-opening costs of retail stores are charged against earnings in the year
of the store openings.
 
 Net Earnings Per Common Share:
 
  Net earnings per common share are computed by dividing net earnings by the
weighted average number of common shares outstanding. Outstanding stock
options do not have a significant dilutive effect on earnings per share.
 
 Use of Estimates:
 
  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reporting period. Actual results could differ from those
estimates.
 
 Reclassifications:
 
  Certain reclassifications have been made to fiscal 1994 consolidated
financial statements to conform to those used in fiscal 1996 and fiscal 1995.
 
 
                                     F-16
<PAGE>
 
                     SHOPKO STORES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
B. ACQUISITION:
 
  On January 3, 1995, ShopKo completed the acquisition of Bravell, Inc.
("Bravell"). The transaction was accounted for as a purchase, whereby ShopKo
acquired 97% of the outstanding common stock of Bravell for approximately
$17.3 million. ShopKo may be required to make additional payments of up to
$12.3 million, contingent upon future results of Bravell's operations. Bravell
is a pharmacy benefit management firm that provides custom prescription
benefit plan design, program administration and claims and benefit processing
services to insurance companies, third party administrators and self-funded
medical plan sponsors.
 
  The allocation of the purchase price of Bravell was based on fair values at
the date of acquisition. The excess of the purchase price over the fair value
of the net assets acquired ("goodwill") of approximately $16.7 million is
being amortized on a straight-line basis over 22 years. The results of
Bravell's operations since the date of acquisition have been included in the
consolidated statement of earnings.
 
  Bravell records as sales the amounts billed to insurance companies, third
party administrators and self-funded medical plan sponsors and the amounts
billed to pharmaceutical manufacturers for formulary fees. Cost of sales
includes the amounts paid to network pharmacies and the amounts paid to plan
sponsors for shared formulary fees.
 
C. SHORT-TERM DEBT:
 
  As of February 24, 1996, ShopKo had a $175.0 million revolving credit
agreement with a consortium of banks. The credit agreement is unsecured and
will expire October 4, 1996, subject to an extension for an additional year.
ShopKo pays an annual facility and commitment fee of 1/4 of one percent. As of
February 24, 1996, ShopKo had zero outstanding under this agreement compared
to $15.0 million as of February 25, 1995. The weighted average interest rate
on borrowings under the credit agreement for fiscal 1996 was 6.2%.
 
  ShopKo also issues letters of credit during the ordinary course of business
as required by foreign vendors. As of February 24, 1996 and February 25, 1995,
ShopKo had issued letters of credit for $19.8 million and $13.6 million,
respectively.
 
D. LONG-TERM OBLIGATIONS AND LEASES
 
<TABLE>
<CAPTION>
                                                       FEBRUARY 24, FEBRUARY 25,
                                                           1996         1995
                                                       ------------ ------------
                                                            (IN THOUSANDS)
<S>                                                    <C>          <C>
Senior Unsecured Notes, 9.0% due November 15, 2004,
 less unamortized discount of $257 and $287
 respectively........................................    $ 99,743     $ 99,713
Senior Unsecured Notes, 8.5% due March 15, 2002, less
 unamortized discount of $221 and $258 respectively..      99,779       99,742
Senior Unsecured Notes, 9.25% due March 15, 2022,
 less unamortized discount of $499 and $518
 respectively........................................      99,501       99,482
Senior Unsecured Notes, 6.5% due August 15, 2003,
 less unamortized discount of $209 and $236
 respectively........................................      99,791       99,764
Industrial Revenue Bond, 6.4% due May 1, 2008........       1,000        1,000
Capital lease obligations............................      16,451       14,634
                                                         --------     --------
                                                          416,265      414,335
Less current portion.................................       1,127          755
                                                         --------     --------
Long-term obligations................................    $415,138     $413,580
                                                         ========     ========
</TABLE>
 
                                     F-17
<PAGE>
 
                     SHOPKO STORES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
  On November 9, 1994, ShopKo issued $100 million 9.0% senior unsecured notes
due November 15, 2004. The notes provide for semi-annual interest payments
payable on May 15 and November 15 of each year. There is no sinking fund
applicable to the notes and the notes are not redeemable prior to maturity.
The net proceeds of $98.9 million, after underwriting and issuance costs, were
used to reduce ShopKo's short-term borrowings and to provide for working
capital needs and other general corporate purposes.
 
  The notes contain certain covenants which, among other things, restrict the
ability of ShopKo to consolidate, merge or convey, transfer or lease its
properties and assets substantially as an entirety, to create liens or to
enter into sale and leaseback transactions.
 
  The underwriting and issuance costs of all the long-term obligations are
being amortized over the terms of the notes using the straight-line method. At
February 24, 1996 and February 25, 1995, $2.9 million and $3.2 million
remained to be amortized over future periods. Amortized expense for these
costs was $0.3, $0.2 and $0.2 million in fiscal years 1996, 1995 and 1994,
respectively.
 
  ShopKo leases certain stores and computer equipment under capital leases.
Many of these leases include renewal options, and occasionally, include
options to purchase.
 
  Amortization of property under capital leases was $1.1, $0.9 and $0.8
million in fiscal years 1996, 1995 and 1994, respectively. Minimum future
obligations under capital leases in effect at February 24, 1996 are as follows
(in thousands):
 
<TABLE>
<CAPTION>
                                                                        LEASE
     YEAR                                                            OBLIGATIONS
     ----                                                            -----------
     <S>                                                             <C>
     1997...........................................................   $ 2,883
     1998...........................................................     3,551
     1999...........................................................     3,406
     2000...........................................................     2,128
     2001...........................................................     1,931
     Later..........................................................    20,386
                                                                       -------
       Total minimum future obligations.............................    34,285
     Less interest..................................................    17,834
                                                                       -------
     Present value of minimum future obligations....................   $16,451
                                                                       =======
</TABLE>
 
  The present values of minimum future obligations shown above are calculated
based on interest rates ranging from 7.4% to 13.4%, with a weighted average of
12.1%, determined to be applicable at the inception of the leases.
 
  Interest expense on the outstanding obligations under capital leases was
$1.7, $1.2 and $1.0 million in fiscal years 1996, 1995 and 1994, respectively.
 
  Contingent rent expense, based primarily on sales performance, for capital
and operating leases was $0.5 million in each of the fiscal years 1996, 1995
and 1994, respectively.
 
 
                                     F-18
<PAGE>
 
                     SHOPKO STORES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
  In addition to its capital leases, ShopKo is obligated under operating
leases, primarily for land and buildings. Minimum future obligations under
operating leases in effect at February 24, 1996 are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                        LEASE
     YEAR                                                            OBLIGATIONS
     ----                                                            -----------
     <S>                                                             <C>
     1997...........................................................   $ 3,610
     1998...........................................................     3,529
     1999...........................................................     3,366
     2000...........................................................     3,266
     2001...........................................................     3,230
     Later..........................................................    50,326
                                                                       -------
       Total minimum obligations....................................   $67,327
                                                                       =======
</TABLE>
 
  Total minimum rental expense, net of sublease income, related to all
operating leases with terms greater than one year was $3.5, $2.9 and $2.7
million in fiscal years 1996, 1995 and 1994, respectively.
 
  Certain operating leases require payments to be made on an escalating basis.
The accompanying consolidated statements of earnings reflect rent expense on a
straight-line basis over the term of the leases. An obligation of $1.4 million
and $1.1 million, representing pro rata future payments, is reflected in the
accompanying consolidated balance sheets at February 24, 1996 and February 25,
1995, respectively.
 
E. INCOME TAXES
 
  Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Components of ShopKo's
net deferred tax liability are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                               1996      1995
                                                             --------  --------
<S>                                                          <C>       <C>
Deferred tax liabilities:
 Property and equipment..................................... $ 22,556  $ 19,752
 LIFO inventory valuation...................................    6,415     5,210
 Other......................................................    2,181     3,462
                                                             --------  --------
 Total deferred tax liabilities.............................   31,152    28,424
                                                             ========  ========
Deferred tax assets:
 Reserves and allowances....................................  (11,239)  (13,070)
 Capital leases.............................................     (733)   (1,380)
                                                             --------  --------
 Total deferred tax assets..................................  (11,972)  (14,450)
                                                             --------  --------
Net deferred tax liability.................................. $ 19,180  $ 13,974
                                                             ========  ========
</TABLE>
 
 
                                     F-19
<PAGE>
 
                     SHOPKO STORES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
  The amounts reflected in the provision for income taxes are based on
applicable federal statutory rates, adjusted for permanent differences between
financial and taxable income. The provision for federal and state income taxes
includes the following (in thousands):
 
<TABLE>
<CAPTION>
                                                     1996     1995     1994
                                                    -------  -------  -------
     <S>                                            <C>      <C>      <C>
     Current
      Federal...................................... $16,163  $24,379  $12,562
      State........................................   3,332    4,488    2,560
      General business and other tax credits.......     --      (475)    (350)
      Deferred.....................................   5,206   (3,764)   5,995
                                                    -------  -------  -------
       Total provision............................. $24,701  $24,628  $20,767
                                                    =======  =======  =======
 
  The effective tax rate varies from the statutory federal income tax rate for
the following reasons:
 
<CAPTION>
                                                     1996     1995     1994
                                                    -------  -------  -------
     <S>                                            <C>      <C>      <C>
     Statutory income tax rate.....................    35.0%    35.0%    35.0%
     State income taxes, net of federal tax bene-
      fits.........................................     4.0      4.1      4.1
     Other.........................................     0.1      0.3      0.2
                                                    -------  -------  -------
     Effective income tax rate.....................    39.1%    39.4%    39.3%
                                                    =======  =======  =======
 
  Provision is made for deferred income taxes and future income tax benefits
applicable to temporary differences between financial and tax reporting. The
sources of these differences and the effects of each are as follows (in
thousands):
 
<CAPTION>
                                                     1996     1995     1994
                                                    -------  -------  -------
     <S>                                            <C>      <C>      <C>
     Depreciation.................................. $ 2,804  $  (247) $ 1,398
     Inventory valuation reserves..................   1,339   (2,261)     --
     LIFO inventory valuation......................   1,205   (1,370)   5,370
     Bad debt and return reserves..................     241     (806)      22
     Other.........................................    (383)     920     (795)
                                                    -------  -------  -------
     Total deferred tax expense (benefit).......... $ 5,206  $(3,764) $ 5,995
                                                    =======  =======  =======
</TABLE>
 
  Other temporary differences between financial and tax reporting include
amortization and interest relating to capital leases and certain provisions
for expenses which are not deducted for tax purposes until paid.
 
F. PREFERRED AND COMMON STOCK
 
  ShopKo has 20,000,000 shares of $0.01 preferred stock authorized but
unissued.
 
  There are 75,000,000 shares of $0.01 par value common stock authorized with
32,005,000 shares issued and outstanding at both February 24, 1996 and
February 25, 1995, respectively.
 
  ShopKo's Stock Option Plans allow the granting of stock options to various
officers, directors and other employees of ShopKo at prices not less than 100
percent of fair market value, determined by the closing price on the date of
grant. ShopKo has reserved 2,400,000 shares for issuance under the 1991 Stock
Option Plan. The 1995 Stock Option Plan, which is subject to shareholder
approval, allows for the issuance of 1,200,000 shares. The majority of these
options vest at the rate of 40% on the second anniversary of the grant date
and 20%
 
                                     F-20
<PAGE>
 
                     SHOPKO STORES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
annually thereafter for officers and employees and at the rate of 60% on the
second anniversary of the date of grant and 20% annually thereafter for non-
employee directors. Changes in the options are as follows (shares in
thousands):
 
<TABLE>
<CAPTION>
                                                                      PRICE
                                                          SHARES      RANGE
                                                          ------  --------------
     <S>                                                  <C>     <C>
     Outstanding, February 27, 1993...................... 1,505   $15.00--$16.25
     Granted.............................................   627    10.13-- 15.00
     Canceled and forfeited..............................  (208)   10.88-- 16.25
                                                          -----   --------------
     Outstanding, February 26, 1994...................... 1,924    10.13-- 16.25
     Granted.............................................   250    10.00-- 11.00
     Canceled and forfeited..............................  (238)   10.00-- 16.25
                                                          -----   --------------
     Outstanding at February 25, 1995.................... 1,936    10.00-- 16.25
     Granted.............................................   576    10.50-- 10.75
     Canceled and forfeited..............................  (139)   10.00-- 16.25
                                                          -----   --------------
     Outstanding at February 24, 1996.................... 2,373    10.00-- 16.25
                                                          =====   ==============
     Exercisable at February 24, 1996.................... 1,062    10.13-- 16.25
                                                          =====   ==============
</TABLE>
 
  In October 1995, SFAS No. 123 "Accounting for Stock-Based Compensation" was
issued. SFAS No. 123 establishes a fair value based method of accounting for
stock-based compensation; however, it allows entities to continue accounting
for employee stock-based compensation under the intrinsic value method
proscribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees." SFAS No. 123 requires certain disclosures,
including pro forma net income and earnings per share as if the fair value
based accounting method had been used for employee stock-based compensation
cost. ShopKo has decided to adopt SFAS No. 123 through disclosure with respect
to employee stock-based compensation; such disclosure requirements are
effective with ShopKo's 1997 fiscal year.
 
  In fiscal 1994, ShopKo adopted a Restricted Stock Plan which provides awards
of up to 200,000 shares of common stock to key employees of ShopKo. Plan
participants are entitled to cash dividends and to vote their respective
shares. Restrictions limit the sale or transfer of the shares during a
restricted period. There are 5,000 shares of restricted stock outstanding for
both February 24, 1996 and February 25, 1995, respectively.
 
G. EMPLOYEE BENEFITS
 
  Substantially all employees of ShopKo are covered by a defined contribution
profit sharing plan. The plan provides for two types of company contributions;
an amount determined annually by the Board of Directors and an employer
matching contribution equal to one-half of the first 6 percent of compensation
contributed by participating employees. Contributions were $7.7, $6.7 and $5.6
million for fiscal years 1996, 1995 and 1994, respectively.
 
  ShopKo also has change of control severance agreements with certain key
officers. Under these agreements, the officers are entitled to a lump-sum cash
payment equal to a multiple of one, two or three times their annual salary
plus a multiple of one, two or three times their average annual bonus for the
three fiscal years immediately preceding the date of termination, if, within
two years after a "change of control" (as defined in such agreements) ShopKo
terminates the individual's employment without cause.
 
  In fiscal 1994, ShopKo adopted SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions." SFAS No. 106 requires ShopKo to
accrue the estimated cost of retiree benefits, other than
 
                                     F-21
<PAGE>
 
                     SHOPKO STORES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
pensions, during employees' credited service period. The cost of these
benefits, which are principally healthcare, was previously expensed as claims
were incurred. ShopKo elected to immediately recognize the accumulated
postretirement benefit obligation, resulting in a charge to earnings of $0.6
million or $0.02 per share.
 
  The net periodic costs for postretirement benefits include the following (in
thousands):
 
<TABLE>
<CAPTION>
                                                               1996 1995 1994
                                                               ---- ---- ----
     <S>                                                       <C>  <C>  <C>
     Service cost for benefits accumulated during the year.... $ 98 $ 78 $ 77
     Interest cost on accumulated benefit obligation..........   96   60   60
                                                               ---- ---- ----
     Net periodic postretirement benefit cost................. $194 $138 $137
                                                               ==== ==== ====
</TABLE>
 
  ShopKo's postretirement healthcare plans currently are not funded. The
accumulated postretirement benefit obligations are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                               FEB. 24, FEB. 25,
                                                                 1996     1995
                                                               -------- --------
     <S>                                                       <C>      <C>
     Retirees.................................................  $  371   $  347
     Active plan participants.................................   1,022      728
                                                                ------   ------
     Total accumulated postretirement obligations.............  $1,393   $1,075
                                                                ======   ======
</TABLE>
 
  The assumed discount rate used in determining the accumulated postretirement
benefit obligation was 7.3% and 7.0% for fiscal years 1996 and 1995,
respectively.
 
  The assumed healthcare cost trend rate used in measuring the accumulated
postretirement benefit obligation was 8.9% for fiscal 1996 decreasing each
successive year until it reaches 5.5% in fiscal 2015 after which it remains
constant. A 1% increase in the healthcare trend rate would have an immaterial
effect on the accumulated postretirement benefit obligation at the end of
fiscal 1996 and fiscal 1995 and on the net periodic cost for the fiscal years.
 
H. RELATED PARTY TRANSACTIONS
 
  In accordance with service agreements entered into in connection with the
initial public offering, general, administrative and other services were
allocated to ShopKo from supervalu. ShopKo also provided services and
allocated general, administrative and other expenses to two wholly-owned
subsidiaries of supervalu. In such cases, allocations were made using
procedures deemed appropriate to the nature of the services involved.
Management believes the allocations were made on a reasonable basis. Although
these allocations do not necessarily equal the costs which would have been or
may be incurred by ShopKo on a stand-alone basis, management believes that any
variance in costs would not be material. The service agreements between ShopKo
and supervalu expired in early fiscal 1994.
 
  Selling, general and administrative expenses include the following
allocations (in thousands):
 
<TABLE>
<CAPTION>
                                                                           1994
                                                                           ----
     <S>                                                                   <C>
     From supervalu to ShopKo                                              $ 96
     From ShopKo to wholly owned subsidiaries of supervalu................ $323
</TABLE>
 
  Purchases of inventory from supervalu were $1.0, $2.7 and $9.7 million for
the fiscal years 1996, 1995 and 1994, respectively.
 
                                     F-22
<PAGE>
 
                     SHOPKO STORES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONCLUDED)
 
  Also, as a result of the initial public offering, ShopKo and supervalu
entered into certain other agreements of which the following are still in
effect:
 
  A food products supply agreement under which ShopKo has agreed to purchase
from supervalu, through October 16, 1998, all of ShopKo's requirements for
certain products sold in any food store owned or operated by ShopKo and
located within the geographic areas serviced by supervalu.
 
  A registration rights agreement under which SOA (and certain affiliates of
supervalu) has the right to require ShopKo to file up to three registration
statements under the Securities Act.
 
I. FAIR VALUES OF FINANCIAL INSTRUMENTS
 
  The following disclosure is made in accordance with the requirements of SFAS
No. 107, "Disclosures about Fair Value of Financial Instruments." The
following methods and assumptions were used by ShopKo in estimating its fair
value disclosures for financial instruments.
 
  Short-term debt and long-term obligations: The carrying amounts of ShopKo's
borrowings under its short-term revolving credit agreement approximate their
fair value. The fair values of ShopKo's long-term obligations are estimated
using discounted cash flow analysis based on interest rates that are currently
available to ShopKo for issuance of debt with similar terms and remaining
maturities.
 
  The carrying amounts and fair values of ShopKo's financial instruments at
February 24, 1996 are as follows (amounts in thousands):
 
<TABLE>
<CAPTION>
                                                              CARRYING   FAIR
                                                               AMOUNT   VALUE
                                                              -------- --------
     <S>                                                      <C>      <C>
     Long-term obligations:
      Senior Unsecured Notes, due November 15, 2004.......... $99,743  $105,356
      Senior Unsecured Notes, due March 15, 2002.............  99,779   107,309
      Senior Unsecured Notes, due March 15, 2022.............  99,501   105,922
      Senior Unsecured Notes, due August 15, 2003............  99,791    91,147
      Industrial Revenue Bond, due May 1, 2008...............   1,000     1,000
      Capital lease obligations..............................  16,451    18,477
</TABLE>
 
                                     F-23
<PAGE>
 
J. UNAUDITED QUARTERLY FINANCIAL INFORMATION
 
  Unaudited quarterly financial information is as follows:
 
<TABLE>
<CAPTION>
                                  FISCAL YEAR (52 WEEKS) ENDED FEBRUARY 24, 1996
                         ----------------------------------------------------------------
                            FIRST        SECOND        THIRD        FOURTH        YEAR
                           (16 WKS)     (12 WKS)     (12 WKS)      (12 WKS)     (52 WKS)
                         ------------ ------------ ------------- ------------- ----------
                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                      <C>          <C>          <C>           <C>           <C>
Net sales............... $    560,472 $    418,165      $491,019      $498,360 $1,968,016
Gross margins...........      143,359      103,745       122,670       131,509    501,283
Net earnings............        5,368        1,869        10,132        21,070     38,439
Net earnings per common
 share..................         0.17         0.06          0.32          0.66       1.20
Weighted average
 shares.................       32,005       32,005        32,005        32,005     32,005
Dividends declared per
 common share...........         0.11         0.11          0.11          0.11       0.44
Price range per common
 share*................. 11 3/4-8 3/4    14-10 1/4 13 1/4-10 1/4 11 3/4-10 7/8   14-8 3/4
<CAPTION>
                                  FISCAL YEAR (52 WEEKS) ENDED FEBRUARY 25, 1995
                         ----------------------------------------------------------------
                            FIRST        SECOND        THIRD        FOURTH        YEAR
                           (16 WKS)     (12 WKS)     (12 WKS)      (12 WKS)     (52 WKS)
                         ------------ ------------ ------------- ------------- ----------
                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                      <C>          <C>          <C>           <C>           <C>
Net sales............... $    514,926 $    381,297      $470,919      $485,787 $1,852,929
Gross margins...........      135,411       99,910       120,718       131,977    488,016
Net earnings............        4,980        2,750        11,303        18,757     37,790
Net earnings per common
 share..................         0.16         0.09          0.35          0.59       1.18
Weighted average
 shares.................       32,016       32,016        32,016        32,014     32,014
Dividends declared per
 common share...........         0.11         0.11          0.11          0.11       0.44
Price range per common
 share*.................    12-10 1/4 10 3/8-9 3/4  10 5/8-9 3/4   9 3/4-8 5/8   12-8 5/8
</TABLE>
- --------
* Price range per common share reflects the highest and lowest stock market
  prices on the New York Stock Exchange during the quarter.
 
                                      F-24
<PAGE>
 
K. BUSINESS SEGMENT INFORMATION
 
  ShopKo conducts business in two business segments: general merchandise and
health services. General merchandise is conducted through retail stores.
Health services include professional healthcare services provided in the
retail stores and prescription benefit management services which are generally
provided through other facilities. Information about ShopKo operations in the
different businesses is as follows (in thousands):
 
<TABLE>   
<CAPTION>
                                               1996        1995        1994
                                            ----------  ----------  ----------
<S>                                         <C>         <C>         <C>
NET SALES
 General Merchandise....................... $1,503,096  $1,489,919  $1,411,781
 Health services...........................    464,920     363,010     326,965
                                            ----------  ----------  ----------
  Total net sales.......................... $1,968,016  $1,852,929  $1,738,746
                                            ----------  ----------  ----------
EARNINGS BEFORE INCOME TAXES
 General merchandise....................... $   73,124  $   67,638  $   59,151
 Health services...........................     36,805      36,547      29,854
 Corporate.................................    (12,507)    (12,725)    (14,699)
 Interest expense..........................    (34,282)    (29,042)    (21,417)
                                            ----------  ----------  ----------
  Earnings before income taxes............. $   63,140  $   62,418  $   52,889
                                            ----------  ----------  ----------
ASSETS
 General merchandise....................... $  884,275  $  950,719  $  846,052
 Health services...........................    101,130      91,208      58,586
 Corporate.................................    132,555      67,824      48,411
                                            ----------  ----------  ----------
  Total assets............................. $1,117,960  $1,109,751  $  953,049
                                            ----------  ----------  ----------
DEPRECIATION AND AMORTIZATION EXPENSES
 General merchandise....................... $   51,466  $   49,542  $   44,375
 Health services...........................      4,525       3,439       2,629
 Corporate.................................        392         493         332
                                            ----------  ----------  ----------
  Total depreciation and amortization ex-
   penses.................................. $   56,383  $   53,474  $   47,336
                                            ----------  ----------  ----------
CAPITAL EXPENDITURES
 General merchandise....................... $   49,268  $   89,346  $  120,988
 Health services...........................      2,783       4,740      11,398
 Corporate.................................        961         514       1,456
                                            ----------  ----------  ----------
  Total capital expenditures............... $   53,012  $   94,600  $  133,842
                                            ----------  ----------  ----------
</TABLE>    
 
                                     F-25
<PAGE>