SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ShopKo Stores, Inc.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-0985054
(State of incorporation or organization) (IRS Employer
Identification No.)
700 Pilgrim Way
Green Bay, Wisconsin 54304
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b)
of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g)
of the Act:
None
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be
Registered.
ShopKo Stores, Inc. (the "Company") entered into a
Rights Agreement with Norwest Bank Minnesota, N.A., as
agent, (the "Rights Agent") dated as of July 3, 1992
(the "Rights Agreement") pursuant to which a dividend
of one preferred share purchase right (a "Right") for
each outstanding share of common stock, par value $.01
per share (the "Common Shares"), of the Company will be
issuable on the terms and subject to the conditions set
forth therein. No Rights are issuable under the Rights
Agreement until SuperValu Inc.'s beneficial ownership
of Common Shares is reduced to less than 15% through a
public offering. On June 26, 1997, SuperValu Inc.
entered into underwriting agreements for a secondary
offering of 6,557,280 of its Common Shares (the
"Secondary Offering"). After the Secondary Offering
and the Company's repurchase of 8,174,387 Common Shares
from SuperValu Inc. pursuant to the Stock Buyback and
Secondary Offering Agreement dated April 24, 1997, as
amended, (the "Stock Repurchase"), SuperValu Inc. will
not own any Common Stock. The Secondary Offering and
Stock Repurchase are expected to close on July 2, 1997.
Assuming the closing occurs on July 2, 1997, one Right
will be issued on July 2, 1997 (the "Record Date") to
the shareholders of record at the close of business on
that date. Each Right entitles the registered holder
to purchase from the Company one one-thousandth of a
share of Series B Junior Participating Preferred Stock,
par value $.01 per share (the "Preferred Shares"), of
the Company at a price of $65.00 per one one-thousandth
of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights
are set forth in the Rights Agreement.
Until the earlier to occur of (i) 10 days
following a public announcement that a person or group
of affiliated or associated persons (an "Acquiring
Person") have acquired beneficial ownership of 20% or
more of the outstanding Common Shares or (ii) 10
business days (or such later date as may be determined
by action of the Board of Directors prior to such time
as any Person becomes an Acquiring Person) following
the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation
of which would result in the beneficial ownership by a
person or group of 20% or more of such outstanding
Common Shares (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced,
with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share
certificate with a copy of a Summary of Rights attached
thereto.
The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with
and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration
of the Rights), new Common Share certificates issued
after the Record Date, upon transfer or new issuance of
Common Shares will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates
for Common Shares, outstanding as of the Record Date,
even without such notation or a copy of the Summary of
Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common
Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of
<PAGE>
the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates
alone will evidence the Rights.
The Rights are not exercisable until the
Distribution Date. The Rights will expire on April 15,
2002 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are
earlier redeemed by the Company, in each case, as
described below.
The Purchase Price payable, and the number of
Preferred Shares or other securities or property
issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred
Shares of certain rights or warrants to subscribe for
or purchase Preferred Shares at a price, or securities
convertible into Preferred Shares with a conversion
price, less than the then current market price of the
Preferred Shares or (iii) upon the distribution to
holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or
dividends payable in Preferred Shares) or of
subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights and the number of
one one-thousandths of a Preferred Share issuable upon
exercise of each Right are also subject to adjustment
in the event of a stock split of the Common Shares or a
stock dividend on the Common Shares payable in Common
Shares or subdivisions, consolidations or combinations
of the Common Shares occurring, in any such case, prior
to the Distribution Date.
Preferred Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preferred Share
will be entitled to a minimum preferential quarterly
dividend payment of $10 per share but will be entitled
to an aggregate dividend of 1,000 times the dividend
declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will
be entitled to a minimum preferential liquidation
payment of $1,000 per share but will be entitled to an
aggregate payment of 1,000 times the payment made per
Common Share. Each Preferred Share will have 1,000
votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or
other transaction in which Common Shares are exchanged,
each Preferred Share will be entitled to receive 1,000
times the amount received per Common Share. These
rights are protected by customary antidilution
provisions.
Because of the nature of the Preferred Shares'
dividend, liquidation and voting rights, the value of
the one one-thousandth interest in a Preferred Share
purchasable upon exercise of each Right should
approximate the value of one Common Share.
In the event that the Company is acquired in a
merger or other business combination transaction or 50%
or more of its consolidated assets or earning power are
sold at any time after the first date of public
announcement by the Company or an Acquiring Person that
an Acquiring Person has become such ("Shares
Acquisition Date"), proper provision will be made so
that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of
shares of common stock of the acquiring
<PAGE>
company which
at the time of such transaction will have a market
value of two times the exercise price of the Right. In
the event that (i) any person or group of affiliated or
associated persons becomes the beneficial owner of 30%
or more of the outstanding Common Shares or (ii) during
such time as there is an Acquiring Person, there shall
be a reclassification of securities or a
recapitalization or reorganization of the Company or
other transaction or series of transactions involving
the Company which has the effect of increasing by more
than 1% the proportionate share of the outstanding
shares of any class of equity securities of the Company
or any of its subsidiaries beneficially owned by the
Acquiring Person, proper provision shall be made so
that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to
receive upon exercise that number of Common Shares
having a market value of two times the exercise price
of the Right.
At any time after the acquisition by a person or
group of affiliated or associated persons of beneficial
ownership of 30% or more of the outstanding Common
Shares and prior to the acquisition by such person or
group of 50% or more of the outstanding Common Shares,
the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group
which have become void), in whole or in part, at an
exchange ratio of one Common Share, or one one-
thousandth of a Preferred Share (or of a share of a
class or series of the Company's preferred stock having
equivalent rights, preferences and privileges), per
Right (subject to adjustment).
With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares
will be issued (other than fractions which are integral
multiples of one one-thousandth of a Preferred Share,
which may, at the election of the Company, be evidenced
by depository receipts) and in lieu thereof, an
adjustment in cash will be made based on the market
price of the Preferred Shares on the last trading day
prior to the date of exercise.
At any time on or prior to the tenth day after the
Shares Acquisition Date, the Board of Directors of the
Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption
Price"). The redemption of the Rights may be made
effective at such time on such basis with such
conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders
of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the
Board of Directors of the Company without the consent
of the holders of the Rights, including an amendment to
lower certain thresholds described above to not less
than the greater of (i) any percentage greater than the
largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by
any person or group of affiliated or associated persons
and (ii) 15%, except that from and after such time as
any person or group of affiliated or associated persons
becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the
Rights.
<PAGE>
Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of the
Company, including, without limitation, the right to
vote or to receive dividends.
A copy of the Rights Agreement has been filed with
the Securities and Exchange Commission as an Exhibit to
this Registration Statement on Form 8-A. A copy of the
Rights Agreement is available free of charge from the
Company. This summary description of the Rights does
not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.
Item 2. Exhibits.
Exhibit No. Description
(1) Rights Agreement between ShopKo
Stores, Inc. and Norwest Bank Minnesota,
N.A. (including the Form of
Certification of Designation,
Preferences and Rights of Series B
Junior Participating Preferred Stock and
Form of Rights Certificate)
(incorporated by reference to the
Company's Form 10-Q, Quarterly Report
for the 16 weeks ended June 20, 1992).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has
duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly
authorized.
SHOPKO STORES, INC.
By: /s/ Richard D. Schepp
----------------------------
Richard D. Schepp
Vice President Legal Affairs
Date: June 30, 1997.
