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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): April 2, 1997
SHOPKO STORES, INC.
(Exact name of registrant as specified in its charter)
Minnesota 1-10876 41-0985054
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
700 Pilgrim Way
Green Bay, Wisconsin 54304
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 497-2211
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Item 5. Other Events.
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ShopKo Stores, Inc. a Minnesota corporation ("ShopKo") announced today
that the Agreement and Plan of Reorganization (the "Reorganization Agreement")
dated as of September 7, 1996, as amended, between ShopKo, Phar-Mor, Inc.
("Phar-Mor") and Cabot Noble, Inc. ("Cabot Noble") has been terminated by the
mutual agreement of ShopKo and Phar-Mor. Certain additional information
regarding the termination is contained in ShopKo's press release dated April 2,
1997, which is incorporated herein by reference and attached hereto as an
exhibit. The foregoing summary of such exhibit is qualified in its entirety by
reference to the complete text of such exhibit.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Description
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99.1 Press Release dated April 2, 1997.
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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 hereunto duly authorized.
Dated: April 2, 1997 SHOPKO STORES, INC.
By: /s/ Jeffrey A. Jones
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Jeffrey A. Jones, Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated April 2, 1997.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
SHOPKO AND PHAR-MOR TERMINATE PLANNED COMBINATION
CITE CONTINUING UNCERTAINTIES IN CONSUMMATING TRANSACTION;
WILL PURSUE GOALS SEPARATELY
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GREEN BAY, Wis., and YOUNGSTOWN, Ohio, April 2 -- 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.
"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
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."
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."
"We will continue to pursue other strategic opportunities that will allow
us to build on 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."
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 a retail drug store chain operating 103 stores in 18 states,
concentrated in Ohio, Pennsylvania and Virginia.
