SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 1, 1997
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Phar-Mor, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-27050 25-1466309
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(State or other jurisdiction (Commission (I.R.S Employer
of incorporation) File Number) Identification No.)
20 Federal Plaza West, Youngstown, Ohio 44501-400
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(Address of principal executive office) (Zip code)
Registrant's telephone number including area code (330) 746-6641
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(Former name or former address, if changed since last report)
Exhibit Index appears on Page 4<PAGE>
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Item 5. Other Events.
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Phar-Mor, Inc. ("Phar-Mor") and ShopKo Stores, Inc. ("ShopKo") have
terminated by mutual agreement their planned business combination which was
first announced in September, 1996. The companies cited continuing
uncertainties in consummating the transaction, stating they will pursue their
respective goals separately.
The press release issued by Phar-Mor with respect to the termination of
the planned business combination with ShopKo, annexed hereto as Exhibit 99.1,
is incorporated in its entirety by reference in response to this Item 5.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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c) Exhibits
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99.1 - Press Release
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Phar-Mor, Inc.
Date: April 2, 1996 By:/s/ M. David Schwartz
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M. David Schwartz
President and Chief Operating Officer
Date: April 2, 1997 By:/s/ Daniel P. O'Leary
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Daniel P. O'Leary
Senior Vice President and
Chief Financial Officer
Date: April 2, 1997 By: /s/ John R. Ficarro
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John R. Ficarro
Senior Vice President, Secretary and
General Counsel
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INDEX TO EXHIBITS
FORM 8-K
Exhibit
99.1 - Press Release
[PHAR-MOR LOGO HERE] Phar-Mor, Inc.
20 Federal Plaza West
P.O. Box 400
Youngstown, Ohio 44501-0400
330-740-2020
330-740-2985 FAX
NEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWSNEWS
FOR IMMEDIATE RELEASE
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Contacts:
ShopKo Stores Phar-Mor
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Jeffrey Jones Gary Holmes
Senior Vice President/CFO Robinson, Lerer & Montgomery
414-496-7470 212-484-7736
or
Paul Verbinnen/Judy Brennan
Sard Verbinnen & Co.
212-687-8080
PHAR-MOR AND SHOPKO TERMINATE PLANNED COMBINATION
CITE CONTINUING UNCERTAINTIES IN CONSUMMATING TRANSACTION:
COMPANIES WILL PURSUE GOALS SEPARATELY
GREEN BAY, WI AND YOUNGSTOWN, OH, APRIL 2, 1997 - ShopKo Stores, Inc.
(NYSE:SKO) and Phar-Mor, Inc. (NASDAQ:PMOR) said today that they have
terminated by mutual agreement their planned business combination which was
first announced in September 1996. The companies cited continuing
uncertainties in consummating the transaction, stating they will pursue their
respective goals separately.
"We will continue to pursue other strategic opportunities that will allow
us to build our market position and enhance the Phar-Mor concept," said Phar-Mor
Chairman and Chief Executive Officer Robert Haft. "Phar-Mor remains an
innovative retailer with a proven management team, two exciting new prototypes
and a marketing campaign that continues to bring new customers into our stores
every day."
"While we continue to believe that a strategic combination would make
sense, it became clear that the transaction as contemplated was not likely to
be completed and that the continuing uncertainty is not in the best interests
of our shareholders," said Dale P. Kramer. President and Chief Executive
Officer of ShopKo Stores. "We wish the board and management of Phar-Mor well
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and intend to promptly turn our attention to addressing the strategic goals
which the transaction sought to achieve. We are confident that those goals--
expanding both the scale and scope of our business and providing an exit
strategy for SUPERVALU in a way that benefits remaining shareholders--can be
achieved."
Mr. Kramer continued, "ShopKo's track record of strong performance
positions us well in today's marketplace. As we consider strategic
alternatives to meet our goals, we will remain highly focused on achieving
strong performance from our existing operations. We are very optimistic about
the future of this company."
ShopKo Stores, Inc. is a leading retailer operating 130 stores in 15
states, concentrated in the Upper Midwest, Mountain and Pacific Northwest
states, and ProVantage, Inc., its wholly owned subsidiary, which specializes
in prescription benefit management (PBM), vision benefit management (VBM) and
health decision support services (DSS).
Phar-Mor, Inc. is retail drug store chain operating 103 stores in 18
states, concentrated in Ohio, Pennsylvania and Virginia.
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