<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Year (52 Weeks) Ended February 22, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the Transition Period From to
Commission File Number
A. Full title of the Plan and the address of the Plan, if different
from that of the issuer named below:
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
SHOPKO STORES, INC.
700 PILGRIM WAY
GREEN BAY, WISCONSIN 54304
<PAGE> 2
SHOPKO STORES, INC.
PROFIT SHARING AND SUPER
SAVER PLAN
FINANCIAL STATEMENTS FOR THE YEARS
(52 WEEKS) ENDED FEBRUARY 22, 1997 AND
FEBRUARY 24, 1996, SUPPLEMENTAL SCHEDULES
FOR THE YEAR (52 WEEKS) ENDED FEBRUARY 22,
1997 AND INDEPENDENT AUDITORS' REPORT
<PAGE> 3
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS (52 WEEKS)
ENDED FEBRUARY 22, 1997 AND FEBRUARY 24, 1996:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-9
SUPPLEMENTAL SCHEDULES FURNISHED PURSUANT TO THE
DEPARTMENT OF LABOR'S RULES AND REGULATIONS AS OF
AND FOR THE YEAR (52 WEEKS) ENDED FEBRUARY 22, 1997:
Item 27a - Assets Held for Investment Purposes 10-11
Item 27d - Reportable Transactions 12
Other schedules are omitted due to the absence of
conditions under which they are required.
EXHIBITS:
Exhibit I - Independent Auditors' Consent 13
<PAGE> 4
[Deloitte & Touche LLP Letterhead]
INDEPENDENT AUDITORS' REPORT
Retirement Committee
ShopKo Stores, Inc. Profit Sharing and Super Saver Plan
Green Bay, Wisconsin
We have audited the accompanying financial statements of ShopKo Stores, Inc.
Profit Sharing and Super Saver Plan (the Plan) as of February 22, 1997 and
February 24, 1996 and for the years (52 weeks) then ended, listed in the Table
of Contents. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above, present fairly, in
all material respects, the net assets available for benefits of the Plan as of
February 22, 1997 and February 24, 1996, and the changes in net assets
available for benefits for the years then ended in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the Table of Contents are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic financial statements and, in our opinion, are
fairly stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
/s/ Deloitte & Touche LLP
June 6, 1997
<PAGE> 5
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
FEBRUARY 22, 1997 AND FEBRUARY 24, 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FEBRUARY 22, FEBRUARY 24,
1997 1996
<S> <C> <C>
ASSETS
INVESTMENTS AT FAIR VALUE (Notes 2 and 6):
Mutual funds $142,198,315 $112,499,520
Common stock - ShopKo Stores, Inc. 20,332,922 13,773,480
Pooled collective funds 7,765,336 4,213,538
Money market fund 1,952,474
------------ ------------
172,249,047 130,486,538
DEPOSITS AND LOANS AT CONTRACT
VALUE (Notes 2 and 6):
Insurance companies 25,513,758 29,252,563
Participant loans 7,611,762 3,783,283
------------ ------------
33,125,520 33,035,846
------------ ------------
TOTAL INVESTMENTS 205,374,567 163,522,384
RECEIVABLES:
Employer contribution 7,692,565 4,947,329
Participants' contributions 1,987
Accrued interest and dividends 951,799 1,082,850
SUPERVALU 296,330
CASH 2,662 5,084,657
------------ ------------
TOTAL ASSETS 214,021,593 174,935,537
LIABILITIES
ACCRUED ADMINISTRATIVE EXPENSES 4,423
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $214,021,593 $174,931,114
============ ============
</TABLE>
See notes to financial statements.
- 2 -
<PAGE> 6
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS (52 WEEKS) ENDED FEBRUARY 22, 1997 AND FEBRUARY 24, 1996
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
1997 1996
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation in fair value of investments $ 14,985,831 $ 20,730,421
Interest and dividends - net 14,548,763 7,755,516
------------ ------------
29,534,594 28,485,937
Contributions:
Employer 11,668,770 7,726,962
Participants 9,876,036 9,337,235
Transfers from other plans - net 555,645 344,279
------------ ------------
22,100,451 17,408,476
------------ ------------
Total additions 51,635,045 45,894,413
------------ ------------
Deductions from net assets attributed to:
Benefits paid to participants 12,505,407 10,954,413
Administrative expenses 39,159 529,650
------------ ------------
Total deductions 12,544,566 11,484,063
------------ ------------
NET INCREASE 39,090,479 34,410,350
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 174,931,114 140,520,764
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $214,021,593 $174,931,114
============ ============
</TABLE>
See notes to financial statements.
- 3 -
<PAGE> 7
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS (52 WEEKS) ENDED FEBRUARY 22, 1997 AND FEBRUARY 24, 1996
- -------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the ShopKo Stores, Inc. Profit Sharing and
Super Saver Plan (the Plan) provides only general information. Participants
should refer to the Plan document for a more complete description of the
Plan's provisions.
ShopKo Stores, Inc. Profit Sharing and Super Saver Plan was originally
established as a noncontributory, defined contribution profit sharing plan
for all full-time employees of ShopKo Stores, Inc. and Subsidiaries (the
Company), SUPERVALU Pharmacies, Inc., and Twin Valu Stores, Inc., all
subsidiaries of SUPERVALU Stores, Inc. On October 16, 1991, an initial
public offering was made whereby ShopKo Stores, Inc. and Subsidiaries became
a public company while SUPERVALU Pharmacies, Inc. and Twin Valu Stores,
Inc., continued to be subsidiaries of SUPERVALU Stores, Inc. A multiple
employer plan was established in which the Company, SUPERVALU Pharmacies,
Inc., and Twin Valu Stores, Inc. participate (collectively called
participating employers). SUPERVALU Pharmacies, Inc. and Twin Valu Stores,
Inc. ceased their participation in the Plan on February 28, 1994. All
accounts and assets for such participants were transferred from the Plan to
the SUPERVALU Retail Operations Profit Sharing and Super Saver Plan. The
Plan is now a single-employer plan, with ShopKo Stores, Inc. as the Plan
sponsor.
Under provisions of the Plan, all employees who are full-time (work 1,000
compensated hours per plan year), and are 20 years of age or older are
eligible to participate in the Plan after completing one or more years of
eligible service as defined. Contributions to the Plan are determined each
year at the discretion of the Retirement Committee and/or Board of
Directors. The contributions are limited to the amount deductible for
federal income tax purposes. The employer contribution is allocated among
the participants based on the ratio of each participant's compensation, as
defined, to total compensation of all participants for the year, in
accordance with Section 415(d) of the Internal Revenue Code. Allocations
are made only to participants who: 1) are employed on the last day of the
Plan year and had 1,000 compensated hours in the Plan year or 2) terminated
their employment by reason of death, disability, normal retirement, or early
retirement, which requires ten years of Company service and attainment of at
least age 55. Separate accounts are maintained for each participant.
Participants may elect to have their account balances invested in one or
more of the following six funds:
IDS Mutual Fund - Is a growth and income fund which divides its
investments between common stocks, preferred stocks and bonds. The
prospectus of this fund states that the goal of this fund is to provide
a balance of growth of capital and current income.
IDS New Dimensions Fund - Invests primarily in common stocks of
companies showing potential for significant growth and operating in
areas where economic or technological changes are occurring. The
prospectus of this fund states that income is not an investment
objective. Instead, this fund seeks long-term growth of capital.
- 4 -
<PAGE> 8
IDS Blue Chip Advantage Fund - Invests in selected stocks from a major
market index. Securities purchased are those recommended as the best
from each industry represented on the index. The prospectus of this
fund states that it seeks long-term growth as well as dividend income.
Templeton Foreign Fund - Invests in stocks and debt obligations of
companies and governments outside the United States. The prospectus of
this fund states that the goal of this fund is to provide long-term
capital growth through a flexible policy of investing in stocks and debt
obligations of international companies.
Conservative Fund - Which invests in individual common stocks,
guaranteed investment contracts and pooled collective funds which are
part of the American Express Trust Collective Investment Funds available
only to Employee Benefit Trusts. The Collective Investment Funds invest
primarily in bonds, investment contracts and money market investments.
Each participating trust investing in the Funds is credited with units
of the fund. The value of each unit is computed daily based on the fair
value of the net assets of the fund.
AIM Constellation Fund - Invests primarily in the common stocks of small
to medium size companies with an emphasis on emerging growth companies.
The prospectus of this fund states that income is not an investment
objective. Instead, the objective is to seek capital appreciation.
ShopKo Stock Fund - Which invests in the common stock of ShopKo Stores,
Inc. and pooled collective funds which are part of the American Express
Trust Collective Investment Funds available only to Employee Benefits
Trusts. The Collective Investment Funds invest primarily in bonds,
investment contracts and money market investments. Each participating
trust investing in the funds is credited with units in the Fund. The
value of each unit in the Fund is computed daily based on the fair value
of the net assets of the Fund.
Participant profit sharing accounts are fully vested after the third year of
vesting service with no vesting prior to that time. In the event of normal
retirement at age 65 or thereafter, permanent disability, or death,
participants' accounts become 100% vested. The nonvested amounts in
terminated participants' accounts are forfeited and allocated in the same
manner as the Company's contribution.
A 401(k) plan, referred to as the Super Saver Agreement, is part of the
Plan. This agreement allows for employee contributions under Section 401(k)
of the Internal Revenue Code under which participants may contribute up to
12% (limited to 6% for highly-compensated participants) of their recognized
compensation, as defined. Amounts contributed by the employees are 100%
vested at all times. The Plan provides for an employer matching
contribution, which is allocated in accordance with the participants
elections. The matching contribution will equal 50% of the amount of the
first 6% of compensation contributed by participating employees.
Participants currently employed can only withdraw their 401(k) contributions
in financial hardship situations. Participants may borrow from their Super
Saver accounts subject to certain limitations.
Vested benefits may be withdrawn in a lump sum or retained in the account,
at the option of the participant, upon termination or retirement.
Benefits payable which were authorized but not yet paid as of February 22,
1997 and February 24, 1996 aggregated $17,084 and $1,595, respectively, and
are included in net assets available for benefits for reporting purposes.
- 5 -
<PAGE> 9
Certain amounts previously reported have been reclassified to conform with
the current year presentation.
Administrative expenses are paid by the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan are presented on the accrual basis of
accounting. The current value of investments is determined by the Trustee
based on the closing market prices, if available, at fiscal year-end. For
those securities that have no quoted market price, current value represents
estimated fair value, as determined by the Trustee. Guaranteed insurance
contracts are valued at contract value. Contract value represents
contributions made under the contract, plus interest at the contract rate,
less funds used to pay administrative expenses. The estimated fair value of
the contracts at February 22, 1997 and February 24, 1996 was approximately
$26,355,476 and $29,526,000, respectively.
3. PLAN TERMINATION
Although the Company has not expressed an intent to discontinue the Plan, it
may do so at any time subject to provisions set forth in the Employee
Retirement Income Security Act of 1974. In the event of termination of the
Plan, all benefits would fully vest for participants, and the assets of the
Plan would be distributed to the participants based on each individual
participant's interest in the Plan.
4. TRUSTEE AND ADMINISTRATION OF THE PLAN
Effective March 1, 1996, the Retirement Committee appointed as trustee and
recordkeeper, American Express Trust Company, a wholly-owned subsidiary of
American Express Financial Corporation, which is a wholly-owned subsidiary
of American Express Company. Certain Plan investments are managed by
American Express, and therefore, these transactions qualify as
party-in-interest. The trust agreement stipulates that the trustee may
resign at any time by giving 90 days written notice to the Retirement
Committee. The Committee may remove the trustee at any time by giving 30
days written notice of such action to the trustee. Prior to March 1, 1996,
Bank One Wisconsin Trust Company, N.A. (Bank One), was the trustee for the
Plan.
- 6 -
<PAGE> 10
5. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Changes in the Plan's net assets available for benefits by fund for the
year (52 weeks) ended February 22, 1997 are shown below:
<TABLE>
<CAPTION>
IDS BLUE CHIP IDS NEW AIM TEMPLETON
CONSERVATIVE IDS MUTUAL ADVANTAGE DIMENSIONS CONSTELLATION FOREIGN SHOPKO STOCK
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Net appreciation (depreciation) in
fair value of investments $ 1,366,024 $ 1,725,086 $ 94,908 $ 5,441,404 $ (58,921) $ 1,608,046 $ 4,809,284
Interest and dividends 781,745 4,294,428 65,723 6,677,183 22,490 2,537,291 169,903
----------- ----------- --------- ----------- ---------- ----------- -----------
2,147,769 6,019,514 160,631 12,118,587 (36,431) 4,145,337 4,979,187
CONTRIBUTIONS:
Employer 2,142,524 1,771,299 249,249 2,567,885 158,271 1,207,454 3,572,088
Participants 1,963,564 2,249,611 54,073 3,257,422 41,831 1,701,694 607,841
Transfers from other plans - net 65,853 98,095 10,962 221,162 8,974 59,391 91,208
----------- ----------- --------- ----------- ---------- ----------- -----------
4,171,941 4,119,005 314,284 6,046,469 209,076 2,968,539 4,271,137
----------- ----------- --------- ----------- ---------- ----------- -----------
Total additions 6,319,710 10,138,519 474,915 18,165,056 172,645 7,113,876 9,250,324
----------- ----------- --------- ----------- ---------- ----------- -----------
DEDUCTIONS FROM NET ASSETS:
Benefits paid 4,131,956 2,058,993 3,115,163 1,397,456 1,481,212
Administrative expenses 12,174 6,536 7,887 4,099 8,463
----------- ----------- --------- ----------- ---------- ----------- -----------
Total deductions 4,144,130 2,065,529 3,123,050 1,401,555 1,489,675
----------- ----------- --------- ----------- ---------- ----------- -----------
TRANSFERS - NET (2,243,478) (3,815,914) 3,642,312 224,356 2,688,667 (3,217,376) (1,455,092)
----------- ----------- --------- ----------- ---------- ----------- -----------
NET (DECREASE) INCREASE (67,898) 4,257,076 4,117,227 15,266,362 2,861,312 2,494,945 6,305,557
NET ASSETS AVAILABLE AT
BEGINNING OF YEAR 36,562,491 38,112,577 53,782,471 26,512,368 16,177,924
----------- ----------- ---------- ----------- ---------- ----------- -----------
NET ASSETS AVAILABLE
AT END OF YEAR $36,494,593 $42,369,653 $4,117,227 $69,048,833 $2,861,312 $29,007,313 $22,483,481
=========== =========== ========== =========== ========== =========== ===========
LOAN
FUND TOTAL
<S> <C> <C>
ADDITIONS TO NET ASSETS:
Net appreciation (depreciation) in
fair value of investments $ 14,985,831
Interest and dividends 14,548,763
------------
29,534,594
CONTRIBUTIONS:
Employer 11,668,770
Participants 9,876,036
Transfers from other plans - net 555,645
------------
22,100,451
------------
Total additions 51,635,045
------------
DEDUCTIONS FROM NET ASSETS:
Benefits paid $ 320,627 12,505,407
Administrative expenses 39,159
---------- ------------
Total deductions 320,627 12,544,566
---------- ------------
TRANSFERS - NET 4,176,525
---------- ------------
NET (DECREASE) INCREASE 3,855,898 39,090,479
NET ASSETS AVAILABLE AT
BEGINNING OF YEAR 3,783,283 174,931,114
---------- ------------
NET ASSETS AVAILABLE
AT END OF YEAR $7,639,181 $214,021,593
========== ============
</TABLE>
- 7 -
<PAGE> 11
5. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Changes in the Plan's net assets available for benefits by fund for the year
(52 weeks) ended February 24, 1996 are shown below:
<TABLE>
<CAPTION>
IDS NEW
CONSERVATIVE SHOPKO STOCK IDS MUTUAL DIMENSIONS
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation in fair value of investments $ 610,952 $ 2,127,809 $ 4,146,981 $11,846,202
Interest and dividends - net 1,620,771 478,077 1,618,259 2,133,787
--------------- -------------- -------------- -------------
2,231,723 2,605,886 5,765,240 13,979,989
CONTRIBUTIONS:
Employer 1,043,029 3,977,760 898,083 1,162,314
Participants 2,085,279 478,020 2,101,916 2,879,048
Transfers from other plans - net 37,305 17,801 98,744 104,796
--------------- -------------- -------------- -------------
3,165,613 4,473,581 3,098,743 4,146,158
--------------- -------------- -------------- -------------
Total additions 5,397,336 7,079,467 8,863,983 18,126,147
--------------- -------------- -------------- -------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 3,325,832 945,309 1,800,819 3,296,133
Administrative expenses 145,780 11,975 91,156 172,315
--------------- -------------- -------------- -------------
Total deductions 3,471,612 957,284 1,891,975 3,468,448
--------------- -------------- -------------- -------------
TRANSFERS - NET (1,244,673) 707,792 3,953,421 (2,161,687)
--------------- -------------- -------------- -------------
NET INCREASE 681,051 6,829,975 10,925,429 12,496,012
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 35,881,440 9,347,949 27,187,148 41,286,459
--------------- -------------- -------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $36,562,491 $16,177,924 $38,112,577 $53,782,471
=============== ============== ============== =============
</TABLE>
<TABLE>
<CAPTION>
TEMPLETON
FOREIGN LOAN
FUND FUND TOTAL
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation in fair value of investments $ 1,998,477 $20,730,421
Interest and dividends - net 1,601,562 $ 303,060 7,755,516
-------------- ------------- ----------------
3,600,039 303,060 28,485,937
CONTRIBUTIONS:
Employer 645,776 7,726,962
Participants 1,792,972 9,337,235
Transfers from other plans - net 85,633 344,279
-------------- ------------- ----------------
2,524,381 17,408,476
-------------- ------------- ----------------
Total additions 6,124,420 303,060 45,894,413
-------------- ------------- ----------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 1,397,904 188,416 10,954,413
Administrative expenses 72,583 35,841 529,650
-------------- ------------- ----------------
Total deductions 1,470,487 224,257 11,484,063
-------------- ------------- ----------------
TRANSFERS - NET (1,936,154) 681,301
-------------- ------------- ----------------
NET INCREASE 2,717,779 760,104 34,410,350
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 23,794,589 3,023,179 140,520,764
-------------- ------------- ----------------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $26,512,368 $3,783,283 $174,931,114
============== ============= ================
</TABLE>
<PAGE> 12
6. INVESTMENTS
Guaranteed insurance contracts with insurance companies are in pooled
accounts. The accounts are credited with earnings and charged for
withdrawals and administrative expenses charged by the insurance companies.
The contracts are included in the financial statements at the February 22,
1997 and February 24, 1996 contract values as reported to the Plan by the
insurance companies.
The market value of investments that individually exceeds five percent or
more of the Plan's assets at February 22, 1997 and February 24, 1996 are as
follows:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
IDS New Dimensions Fund $66,856,155 $52,829,976
IDS Mutual Fund 40,813,917 34,200,730
Templeton Foreign Fund 27,955,782 25,468,814
ShopKo Stock Fund 20,332,922 13,773,480
------------ ------------
$155,958,776 $126,273,000
============ ============
</TABLE>
7. TAX STATUS
The Plan obtained its latest determination letter on April 16, 1996, in
which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended and restated since applying for the
determination letter. However, the Retirement Committee believes that the
Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
* * * * * *
-9-
<PAGE> 13
SUPPLEMENTAL SCHEDULES
FURNISHED PURSUANT TO
DEPARTMENT OF LABOR'S RULES AND REGULATIONS
<PAGE> 14
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
FEBRUARY 22, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES OR CURRENT
DESCRIPTION FACE VALUE COST(1) VALUE(1)
<S> <C> <C> <C>
COMMON STOCKS - ShopKo Stores, Inc.* 1,301,307 $15,599,393 $20,332,922
MUTUAL FUNDS:
AIM Constellation Fund 107,674 2,772,928 2,714,451
IDS Blue Chip Advantage Fund* 424,050 3,763,858 3,858,010
IDS Mutual Fund* 2,917,781 35,246,108 40,813,917
IDS New Dimensions Fund* 3,123,681 48,433,575 66,856,155
Templeton Foreign Fund 2,634,852 24,395,002 27,955,782
----------- -----------
Total Mutual Funds 114,611,471 142,198,315
POOLED COLLECTIVE FUNDS -
American Express Trust Stable Capital Fund* 613,182 7,630,559 7,765,336
MONEY MARKET FUNDS -
American Express Trust Money Market Fund* 1,952,474 1,952,474 1,952,474
GUARANTEED INSURANCE CONTRACTS:
AETNA Life Insurance Co.
#LT14245, 07/21/97, 6.52% 4,000,000 4,000,000 4,000,000
AIG Life Insurance Co.
#GIC-917, 8/15/00, 6.25% 1,000,000 1,000,000 1,000,000
Confederation Life Insurance Co.
#62036, 1/18/00, 8.90% 1,000,000 1,000,000 1,000,000
Confederation Life Insurance Co.
#62261, 7/12/00, 9.35% 1,000,000 1,000,000 1,000,000
John Hancock Mutual Life
#GAC-8332, 12/15/00, 6.21% 2,000,000 2,000,000 2,000,000
Safeco Life Insurance
#LA-1053359, 2/26/01, 5.69% 1,000,000 1,000,000 1,000,000
United of Omaha Life Ins. Co.
#SDGA-11024, 5/15/00, 7.17% 1,000,000 1,000,000 1,000,000
Lincoln National Life Insurance Co.
#GA-9282, 3/21/97, 6.14% 2,000,000 2,000,000 2,000,000
</TABLE>
(Continued)
-10-
<PAGE> 15
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
FEBRUARY 22, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES OR CURRENT
DESCRIPTION FACE VALUE COST(1) VALUE(1)
<S> <C> <C> <C>
GUARANTEED INSURANCE CONTRACTS (Continued):
Protective Life Ins. Co.
#GA-814, 01/31/98, 6.7% 2,000,000 $2,000,000 $2,000,000
Protective Life Ins. Co.
#GA-909, 05/29/98, 5.19% 1,000,000 1,000,000 1,000,000
Hartford Life Ins. Co.
#GA9833, 09/30/98, 5.47% 1,164,542 1,164,542 1,164,542
Hartford Life Ins. Co.
#GA-9834, 11/17/98, 5.51% 1,174,057 1,174,057 1,174,057
Allstate Life Ins. Co.
#GA-5551, 02/10/99, 5.82% 1,000,000 1,000,000 1,000,000
Allstate Life Ins. Co.
#GA-5570, 4/30/99, 6.44% 1,000,000 1,000,000 1,000,000
Allstate Life Ins. Co.
#GA-5639, 9/16/99, 7.31% 1,000,000 1,000,000 1,000,000
Hartford Life Ins. Co.
#GA-9997, 10/15/99, 7.43% 1,175,159 1,175,159 1,175,159
Principal Mutual Life Ins. Co.
#4-13187, 6/14/99, 7.25% 1,000,000 1,000,000 1,000,000
United of Omaha Life Ins. Co.
#SDGA-10861, 11/30/99, 7.25% 2,000,000 2,000,000 2,000,000
------------ ------------
TOTAL INSURANCE CONTRACTS 25,513,758 25,513,758
PARTICIPANTS LOANS - Interest rates
ranging 7% to 10% 7,611,762
------------ ------------
TOTAL INVESTMENTS $165,307,655 $205,374,567
============ ============
</TABLE>
*Known to be a party-in-interest
(1) Cost and current value of certain
investments represents cost plus reinvested earnings.
(Concluded)
-11-
<PAGE> 16
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
ITEM 27d - REPORTABLE TRANSACTIONS
YEAR (52 WEEKS) ENDED FEBRUARY 22, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MATURITY
IDENTITY OF ISSUER PURCHASE PROCEEDS OR NET GAIN
AND DESCRIPTION PRICE SELLING PRICE COST (LOSS)
<S> <C> <C> <C> <C>
SERIES TRANSACTIONS:
IDS Mutual Fund *
65 Purchases $10,594,240 $10,594,240
149 Sales $6,044,033 5,297,532 $746,501
IDS New Dimensions Fund*
105 Purchases 12,912,557 12,912,557
111 Sales 8,379,507 6,258,884 2,120,623
Templeton Foreign Fund
51 Purchases 4,753,047 4,753,047
140 Sales 5,110,677 4,657,906 452,771
American Express Trust Income Fund*
7 Purchases 8,517,538 8,517,538
9 Sales 8,782,159 8,517,538 264,621
American Express Trust Stable
Capital Fund *
8 Purchases 8,912,159 8,912,159
3 Sales 1,300,000 1,281,599 18,401
American Express Trust Money
Market Fund *
2 Purchases 20,922,091 20,922,091
2 Sales 18,969,619 18,969,619
Participant Loans
153 Purchases 6,387,703 6,387,703
178 Sales 2,559,224 2,559,224
SINGLE TRANSACTIONS:
American Express Trust Money
Market Fund*
1 Purchase 9,237,323 9,237,323
1 Purchase 11,684,768 11,684,768
1 Sale 11,326,215 11,326,215
</TABLE>
*Known to be a party-in-interest transaction.
-12-
<PAGE> 17
EXHIBIT 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-58584 on Form S-8 of ShopKo Stores, Inc. of our report dated June 6, 1997,
appearing in this Annual Report on Form 11-K of the ShopKo Stores, Inc. Profit
Sharing and Super Saver Plan for the year ended February 22, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
August 20, 1997
-13-
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the ShopKo Stores, Inc. Profit Sharing and Super Saver Plan
Retirement Committee, have duly caused this annual report to be signed by the
undersigned there upon duly authorized.
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
-------------------------------------------------------
(Name of Plan)
Date: August 20, 1997 By /s/ Jeffrey A. Jones
---------------------------
Jeffrey A. Jones
ShopKo Stores, Inc. Profit Sharing and Super
Saver Plan Retirement Committee Member
