SHOPKO STORES INC
8-K, 1997-06-12
VARIETY STORES
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   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): June 9, 1997

                              SHOPKO STORES, INC.
           (Exact name of registrant as specified in its charter)

   Minnesota                     1-10876                  41-0985054
- ---------------                -----------              --------------
(State or other                (Commission               (IRS Employer
jurisdiction of                File Number)             Identification
incorporation)                                               No.)


            700 Pilgrim Way
          Green Bay, Wisconsin                                54304
          --------------------                             ----------
(Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code:  (414) 497-2211






<PAGE>
 
     Item 5. Other Events
             ------------

     ShopKo Stores, Inc. a Minnesota corporation ("SkopKo") announced on June 
10, 1997, that Stephen E. Watson and William J. Podany have agreed to join 
ShopKo's Board of Directors.  On June 9, 1997, ShopKo, Supervalu Inc. and 
Supermarket Operators of America, Inc. amended the Stock Buyback and Secondary 
Offering Agreement dated April 24, 1997 (the "Amendment").  Certain additional 
information regarding the announcement and the Amendment is contained in 
ShopKo's press release dated June 10, 1997, and the Amendment which are 
incorporated herein by reference and which are attached hereto as exhibits.  The
foregoing summary of such exhibits is qualified in its entirety by reference to 
the complete text of such exhibits.

     Item 7.  Financial Statements and Exhibits
              ---------------------------------

(c)  Exhibits
     --------

     Exhibit Number          Description
     --------------          -----------

        10.1                 Amendment dated June 9, 1997 to Stock Buyback and 
                             Secondary Offering Agreement dated April 24, 1997.

        99.1                 Press Release dated June 10, 1997.



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<PAGE>
 
                                  SIGNATURES
                                  ----------

     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 hereunto duly authorized.

Dated:  June 11, 1997                   SHOPKO STORES, INC.



                                        By: /s/  Richard D. Schepp
                                        ------------------------------------
                                        Richard D. Schepp, Vice President 
                                          Legal Affairs



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<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

Exhibit No.                            Description
- -----------                            -----------

   10.1                                Amendment dated June 9, 1997 to Stock 
                                       Buyback and Secondary Offering Agreement
                                       (incorporated by reference to ShopKo's
                                       Registration Statement on Form S-3, Reg.
                                       No. 333-26615)

   99.1                                Press Release dated June 10, 1997.



                                       4

<PAGE>
 
                                                                    EXHIBIT 99.1
                                                                    ------------

              Watson and Podany to Join ShopKo Board of Directors

     GREEN BAY, Wis., June 10/PRNewswire/ -- ShopKo Stores, Inc. (NYSE:SKO) 
today announced that Stephen E. Watson, past president of Dayton Hudson 
Corporation (NYSE:DH), and past chairman and chief executive officer of Dayton 
Hudson's Department Store Division; and William J. Podany, ShopKo's chief
operating officer and executive vice president, have agreed to join its board of
directors. Mr. Watson and Mr. Podany will become the sixth and seventh members
of the ShopKo board, which currently consists of five members.

     Pursuant to the previously announced Stock Buyback and Secondary Offering 
Agreement between ShopKo and Supervalu Inc. (NYSE:SVU), whereby Supervalu will 
liquidate its current holdings of ShopKo stock, Michael Wright, Supervalu's 
chairman, president and chief executive officer, and Jeffrey Girard, Supervalu's
executive vice president and chief financial officer, will resign from the 
ShopKo board as soon as their replacements are selected, but no later than 
October 1, 1997.

     Stephen E. Watson
     Mr. Watson retired in March 1996 as president of Dayton Hudson Corporation 
and as chairman and chief executive officer of Dayton Hudson's Department Store 
Division.  In his 24-year career with Dayton Hudson, he advanced quickly through
buying, divisional and general merchandise management, before being named 
executive vice president of merchandising and marketing in 1982.  Upon the 
combination of Dayton's and Hudson's in 1984, he was named president of the 
Hudson's Division.  In 1985, Mr. Watson was promoted to chairman and chief 
executive officer of the combined Dayton Hudson Department Store Division.  
While maintaining responsibility of the Department Store Division, he was 
appointed executive vice president of Dayton Hudson Corporation in 1989.  He was
named president and a member of Dayton Hudson's board of directors in 1991.

     Mr. Watson has served as a member of the board of directors of Norwest Bank
Corporation (NYSE:NOB) and the Visiting Committee of Harvard Business School.  
He has served as chairman of the board of the Associated Merchandising 
Corporation and the Minneapolis Downtown Council, and is a trustee of the Walker
Art Center.  Mr. Watson has a B.A. from Williams and an M.B.A. from Harvard 
University.

     William J. Podany
     Mr. Podany has more than 25 years of experience in the retail business, 
moving rapidly through buying, store operations, divisional and general 
merchandise management, and for the last 18 years, he has held senior management
positions for department store groups such as Carter Hawley Hale, a 
California-based federation of four department store chains, including Broadway 
Stores; O'Neil's, Sibley's and Thalhimers, all divisions of May Department 
Stores; and the Cain Sloan and Millers divisions of Allied Stores.

                                    (more)

                                       5
<PAGE>
 
     Mr. Podany joined ShopKo in 1994 as executive vice president and has 
overall responsibility for merchandising, store operations, logistics, planning 
and replenishment and external and in-store marketing. He was promoted to chief 
operating officer in 1996. Mr. Podany has a B.A. from the University of 
Minnesota.

     ShopKo Stores, Inc. is a leading regional operator operating 130 stores and
four freestanding optical centers in 16 states, concentrated in the Upper 
Midwest, Western Mountain and Pacific Northwest states and ProVantage, Inc., 
which specializes in prescription benefit management (PBM), vision benefit
management (VBM) and health information technology (HIT). ShopKo stock is traded
on the New York Stock Exchange under the symbol "SKO."

SOURCE ShopKo Stores, Inc.
     -0-                       6/10/97      
     /CONTACT: Sheree Olson, director of public relations of ShopKo Stores, 
Inc., 414-496-4186/
     /ShopKo press releases available through Company News On-Call by fax, 800-
758-5804, ext. 103639, or at http://www.prnewswire.com/
     (SKO SVU DH NOB)


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