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):
September 24, 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
This Form 8-K is being filed for the purpose of
updating the description of the Registrant's Common
Stock contained in the Registrant's Registration
Statement on Form 8-A with respect to such Common
Stock.
<PAGE>
Item 5. Other Events.
On September 24, 1997, the Board of Directors of
ShopKo Stores, Inc. (the "Company") approved the
reincorporation of the Company into Wisconsin from
Minnesota. The reincorporation proposal will be
submitted to shareholders for approval at the 1998
Annual Meeting.
The Board also extended the effective date beyond
October 1,1997, for the resignation from the Board of
Directors of Jeffrey C. Girard, former Executive Vice
President and Chief Financial Officer of SUPERVALU.
Mr. Girard had previously submitted his resignation
effective upon the date a successor Board member is
recruited or on October 1, whichever occurred first,
pursuant to the terms of the Secondary Offering and
Stock Buyback Agreement with SUPERVALU. Mr. Girard
will remain on the Board until a successor is
identified.
Also, on September 24, 1997, the Board of
Directors approved the amendment and restatement of the
Rights Agreement (as so amended and restated, the
"Rights Agreement") with Norwest Bank Minnesota, N.A.,
as agent (the "Rights Agent"), dated as of July 3,
1992. Under the Rights Agreement, 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 was issued
to shareholders of record on July 2, 1997 (the "Record
Date"). The amendment and restatement increased the
Purchase Price (defined below) from $65.00 to $100.00,
lowered the threshold for a so-called "flip-in" from
30% to 15%, and extended the Final Expiration Date (as
defined below) from April 15, 2002, to September 23,
2007. The amendment and restatement was not in
response to any effort to gain control of the Company
and the Board is not aware of any such effort at the
current time.
Each Right entitles the holder to purchase from
the Company one one-thousandth of a share of Series B
Junior Participating Preferred Stock, $.01 par value
(the "Preferred Shares") of the Company at a price of
$100.00 per one one-thousandth of a Preferred Share
(the "Purchase Price").
The Rights Agreement provides that the Rights will
not be exercisable until the Distribution Date, which
will be the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired
beneficial ownership of 15% or more of the Company's
outstanding Common Shares, or (ii) 10 business days (or
such later date as is established by the Board before
any person or group becomes an Acquiring Person)
following the commencement of, or the announcement of
an intention to make, a tender offer or exchange offer
which, if consummated, would result in the beneficial
ownership by a person or group of 15% or more of the
Company's outstanding Common Shares.
Until the Distribution Date (or the earlier
redemption or expiration of the Rights), the Rights
will be transferred with, and only with, the Common
Shares. For Common Shares outstanding as of July 2,
1997, the Rights will be evidenced by the certificates
for such Common Shares. For Common Shares issued
thereafter, the Rights will be evidenced by a notation
on the
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certificate incorporating the Rights Agreement
by reference. In either case, until the Distribution
Date (or the earlier redemption or expiration of the
Rights), the surrender for transfer of any certificate
for Common Shares will constitute the transfer of the
Rights associated with the Common Shares represented by
the certificate. As soon as practicable after the
Distribution Date, separate certificates evidencing the
Rights ("`Right Certificates") will be mailed to
holders of record of the Common Shares as of the close
of business on the Distribution Date, and thereafter
such separate Right Certificates alone will evidence
the Rights.
If any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a
Right (other than the Acquiring Person, whose Rights
will have become void) will be entitled, upon the
exercise of the Right, to receive that number of Common
Shares having a market value of two times the exercise
price of the Right. In addition, if, after a person or
group has become an Acquiring Person, the Company is
acquired in a merger or other business combination
transaction or if 50% or more of its consolidated
assets or earning power are sold, each holder of a
Right will be entitled to receive, upon the exercise of
the Right at its then current exercise price, that
number of shares of common stock of the acquiring
company having a market value at the time of such event
of two times the exercise price of the Right.
At any time before an Acquiring Person acquires
beneficial ownership of 15% or more of the Company's
outstanding Common Shares, the Board may redeem the
Rights in whole, but not in part, at a price of $.01
per Right, on such terms as the Board may establish in
its sole discretion. Immediately upon any redemption
of the Rights, the right to exercise the Rights will
terminate and the holders will be entitled only to
receive the foregoing redemption price.
At any time after any person or group becomes an
Acquiring Person, but before the Acquiring Person
acquires 50% or more of the Company's outstanding
Common Shares, the Board may exchange the Rights (other
than those held by the Acquiring Person, which will
have become void), in whole or 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.
The number of outstanding Rights and the number of
one one-thousandths of a Preferred Share issuable upon
exercise of each Right are subject to adjustment if,
prior to the Distribution Date, there is a stock split
of the Common Shares; a stock dividend on the Common
Shares payable in Common Shares; or a subdivision,
consolidation or combination of the Common Shares.
The Purchase Price and the number of Preferred
Shares or other securities or property issuable upon
exercise of the Rights are also subject to adjustment
to prevent dilution: in the event of a stock dividend
or of a subdivision, combination or reclassification of
the Preferred Shares; upon the grant to the Preferred
Share holders of certain rights or warrants to
subscribe for or purchase Preferred Shares at a price
less than the then-current market price or securities
convertible into Preferred Shares with a conversion
price less than the then-current market price for the
Preferred Shares; or upon the distribution to the
Preferred Share holders of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid
out of earnings or retained
<PAGE>
earnings or dividends
payable in Preferred Shares) or of subscription rights
or warrants other than those referred to above. 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.
The holder of a Right, as such, will have no
rights as a shareholder of the Company (including,
without limitation, the right to vote or to receive
dividends) until the Right is exercised. The terms of
the Rights may be amended by the Board without the
consent of the holders of the Rights, provided that no
amendment adversely affects the interests of the
holders.
If not exercised, redeemed or exchanged sooner,
the Rights will expire on September 23, 2007 (the
"Final Expiration Date"), unless such expiration date
is extended.
The Company's Articles of Incorporation set forth
the terms of the Preferred Shares. If issued, the
Preferred Shares will be entitled to a cumulative
preferential quarterly dividend per share equal to the
greater of $10 or 1,000 times the dividend declared on
the Company's Common Shares. In the event of
liquidation, the holders of the Preferred Shares will
be entitled to receive an amount equal to accrued and
unpaid dividends, plus an amount per share equal to the
greater of $1,000 or 1,000 times the payment made per
share to holders of Common Shares. Each Preferred
Share will be entitled to 1,000 votes, voting together
with the holders of the Common Shares on all matters
submitted to the vote of shareholders. In the event of
any merger, consolidation or other transaction in which
Common Shares are exchanged, the holder of each
Preferred Share will be entitled to receive 1,000 times
the amount and type of consideration paid per Common
Share. The rights of the holders of Preferred Shares
as to dividends and liquidations, their voting rights,
and their rights in the event of mergers and
consolidations, are protected by customary anti-
dilution provisions.
Because of the nature of the Preferred Shares'
dividend, liquidation and voting rights, the value of
the one one-thousandth of a Preferred Share purchasable
upon the exercise of each Right should approximate the
value of one Common Share.
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 depositary
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.
A copy of the Rights Agreement has been filed with
the Securities and Exchange Commission as an Exhibit to
an Amendment to Registration Statement on Form 8-A
dated September 29, 1997. 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.
<PAGE>
Item 7. Exhibits.
(1) Rights Agreement between ShopKo
Stores, Inc. and Norwest Bank Minnesota,
N.A. dated as of July 3, 1992, as
amended and restated as of September 24,
1997 (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 Exhibit
(1) of the Company's Amendment No. 1 to
Registration Statement on Form 8-A/A
dated September 29, 1997).
(2) Agreement, dated September 24,
1997, regarding effectiveness of
resignation of Jeffrey C. Girard.
<PAGE>
SIGNATURE
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.
SHOPKO STORES, INC.
By: /s/ Richard D. Schepp
--------------------------
Richard D. Schepp
Vice President Legal Affairs
Date: September 29, 1997.
ShopKo Stores, Inc.
700 Pilgrim Way
P.O. Box 19060
Green Bay, WI 54307-9060
Telephone: (920) 497-2211
September 23, 1997
Mr. Jeffrey C. Girard
9481 Olympia Drive
Eden Prairie, MN 55347
RE: Effectiveness of Resignation
Dear Jeff:
This will confirm our understanding that your
resignation from the ShopKo Stores, Inc. Board of
Directors will be effective upon ShopKo's written
notice to you that a replacement board member has been
selected. The October 1, 1997 date referenced in your
June 9, 1997 resignation shall have no effect.
Sincerely,
/s/ Dale P. Kramer
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Dale P. Kramer
Chairman of the Board
DPK/lq
Acknowledged and agreed to this 24th day of September, 1997.
/s/ Jeffrey C. Girard
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Jeffrey C. Girard
