Registration No. 333-__________
As filed with the Securities and Exchange Commission on May 26, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SHOPKO STORES, INC.
(Exact Name of Registrant as Specified in Charter)
Wisconsin 41-0985054
(State of Incorporation) (I.R.S. Employer Identification No.)
700 Pilgrim Way
Green Bay, Wisconsin 54307-9060
(Address of Principal Executive Offices) (Zip Code)
____________________________________
SHOPKO STORES, INC. 1998 STOCK INCENTIVE PLAN
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
____________________________________
Richard D. Schepp
General Counsel
ShopKo Stores, Inc.
700 Pilgrim Way
Green Bay, Wisconsin 54307-9060
(920) 497-2211
(Name, address and telephone number, including area code,
of agent for service)
With copies to:
Randall J. Erickson
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to Maximum Maximum Amount of
Securities be Offering Aggregate Registration
to be Registered Price Per Offering Fee (2)
Registered Unit (2) Price (2)
(1)
- --------------------------------------------------------------------
Common
Stock, $.01 3,000,000 $34.74 $104,220,000 $30,744.90
par value
Preferred
Share 3,000,000 (3) (3) (3)
Purchase
Rights
(1) In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration
statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the
Profit Sharing and Super Saver Plan described
herein.
<PAGE>
(2) Registration fee calculated pursuant to Rule
457(c) under the Securities Act of 1933. The
registration fee is based on the average of the
high and low price of a share of ShopKo Stores,
Inc. Common Stock on May 21, 1998 on the New York
Stock Exchange as reported in the Midwest Edition
of The Wall Street Journal.
(3) One Preferred Share Purchase Right is attached to
and issued with each share of Common Stock. The
value of the Preferred Share Purchase Right is
reflected in the Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by
reference in this Registration Statement:
(a) The Registrant's Transition Report on
Form 10-K for the transition period from February
23, 1997 to January 31, 1998.
(b) The ShopKo Stores, Inc. Profit Sharing
and Super Saver Plan's Annual Report on Form 11-K
for the year (52 weeks) ended February 22, 1997.
(c) The description of the Registrant's
Common Stock and the description of the
Registrant's Preferred Share Purchase Rights
contained in the Registrant's Registration
Statements filed by the Registrant with the
Securities and Exchange Commission, under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any amendment or report filed
for the purpose of updating such descriptions.
All documents subsequently filed by the Registrant
or the Registrant's Profit Sharing and Super Saver Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered
have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
Section 180.0851 of the Wisconsin Business
Corporation Law (the "WBCL") requires a corporation to
indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the
defense of a proceeding, for all reasonable expenses
incurred in the proceeding, if such person was a party
to such proceeding because he or she was a director or
officer of the corporation. In cases where a director
or officer is not successful on the merits or otherwise
in the defense of a proceeding, a corporation is
required to indemnify a director or officer against
liability incurred by the director or officer in a
proceeding if such person was a party to such
proceeding because he or she is a director or officer
of the corporation unless it is determined that he or
she breached or failed to perform a duty owed to the
corporation and such breach or failure to perform
constitutes: (i) a willful failure to deal fairly with
the corporation or its shareholders in connection with
a matter in which the director or officer has a
material conflict of interest; (ii) a violation of
criminal law, unless the director or officer had
reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her
conduct was
<PAGE>
unlawful; (iii) a transaction from which
the director or officer derived an improper personal
profit; or (iv) willful misconduct.
Section 180.0858 of the WBCL provides that subject
to certain limitations, the mandatory indemnification
provisions do not preclude any additional right to
indemnification or allowance of expenses that a
director or officer may have under a corporation's
articles of incorporation or by-laws, a written
agreement between the director or officer and the
corporation or a resolution of the board of directors
or the shareholders.
Unless otherwise provided in the articles of
incorporation or by-laws, or by written agreement
between the director or officer and the corporation, an
officer of director seeking indemnification is entitled
to indemnification if approved in any of the following
manners as specified in Section 180.0855 of the WBCL:
(i) by majority vote of a disinterested quorum of the
board of directors, or if such disinterested quorum
cannot be obtained, by a majority vote of a committee
of two or more disinterested directors; (ii) by
independent legal counsel chosen by a quorum of
disinterested directors or its committee (or if unable
to obtain such a quorum or committee, by a majority
vote of the full board of directors); (iii) by a panel
of three arbitrators (one of which is chosen by a
quorum of disinterested directors); (iv) by the vote of
the shareholders; (v) by a court; or (vi) by any other
method provided for in any additional right of
indemnification permitted in Section 180.0858 of the
WBCL.
Reasonable expenses incurred by a director or
officer who is a party to a proceeding may be
reimbursed by a corporation, pursuant to Section
180.0853 of the WBCL, at such time as the director or
officer furnishes to the corporation a written
affirmation of his or her good faith belief that he or
she has not breached or failed to perform his or her
duties; and a written undertaking to repay any amounts
advanced if it is determined that indemnification by
the corporation is not required or that indemnification
is not ordered by a court.
Section 180.0859 of the WBCL provides that it is
the public policy of the State of Wisconsin to require
or permit indemnification, allowance of expenses and
insurance to the extent required or permitted under
Sections 180.0850 to 180.0858 of the WBCL for any
liability incurred in connection with any proceeding
involving a federal or state statute, rule or
regulation regulating the offer, sale or purchase of
securities.
As permitted by Section 180.0858, the Registrant
has adopted indemnification provisions in its By-laws
which closely track the statutory indemnification
provisions of the WBCL with certain exceptions. In
particular, Article VII of the Registrant's By-laws,
among other items, provides that (i) an individual
shall be indemnified unless it is determined by final
judicial adjudication that such individual breached or
failed to perform a duty such individual owed to the
Registrant and (ii) payment or reimbursement of
expenses, subject to certain limitations, will be
mandatory rather than permissive. The Registrant has
purchased directors' and officers' liability insurance
which insures the Registrant's officers and directors
against certain liabilities which may arise under the
Securities Act.
<PAGE>
The Company's predecessor corporation had entered
into Indemnification Agreements with each of its
directors, and the Company currently intends to enter
into an Indemnification Agreement with each of its
directors. The Company may in the future enter into
Indemnification Agreements with each of its executive
officers. The following description is of the terms
the Company expects to be contained in any such
agreements. Each Indemnification Agreement will
provide, as a contractual obligation, that the Company
will indemnify and advance expenses to the director or
executive officer to the maximum extent permitted under
Subchapter VIII of the WBCL and Article VII of the By-
laws as in effect on the date of the Indemnification
Agreement. Each Indemnification Agreement shall
further provide that the Company waives all rights to
refuse indemnification or withhold payment of amounts
for which the director or executive officer is
indemnified thereunder, agrees not to amend its
Articles of Incorporation or By-laws to reduce or
eliminate the right to indemnification or advances, and
agrees to maintain directors' and officers' liability
insurance for the benefit of its directors and
executive officers. To the extent the WBCL or the
Company's Articles of Incorporation or By-laws are
amended to provide greater indemnification rights or
benefits to directors or executive officers, each
Indemnification Agreement shall provide that the
director or executive officer shall be entitled to such
greater rights and benefits immediately upon such
amendment.
Item 8. Exhibits
5 Opinion of Godfrey & Kahn, S.C.
regarding legality of the Common Stock being
registered.
10.1 ShopKo Stores, Inc. 1998 Stock Incentive
Plan, incorporated by reference to the
Registrant's Proxy Statement for its 1998
Annual Meeting of Shareholders.
10.2 ShopKo Stores, Inc. Profit Sharing and
Super Saver Plan Trust Agreement (1989
Restatement), as amended, incorporated by
reference to the Registrants' Registration
Statement on Form S-1 (Registration No. 33-
42283).
10.3 First and second amendments to ShopKo
Stores, Inc. Profit Sharing and Super Saver
Plan Trust Agreement, incorporated by
reference to the Registrant's Annual Report
on Form 10-K for the year (52 weeks) ended
February 27, 1993.
23.1 Consent of Deloitte & Touche LLP.
23.3 Consent of Godfrey & Kahn, S.C.
(included in Exhibit 5).
24 Powers of Attorney for Directors of the
Registrant.
<PAGE>
Item 9. Undertakings
The Registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this Registration Statement to
include any material information with respect to
the plan of distribution not previously disclosed
in the Registration Statement or any material
change to such information in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933 (the
"Securities Act"), each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of
a post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining
any liability under the Securities Act, each
filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration
Statement shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for
liabilities arising under the Securities Act may
be permitted to directors, officers and
controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of
the Securities and Exchange Commission such
indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other
than the payment by the Registrant of expenses
incurred or paid by a director, officer or
controlling person of the Registrant in the
successful defense of any action, suit or
proceeding) is asserted by such director, officer
or controlling person in connection with the
securities being registered, the Registrant will,
unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the
question whether such indemnification by it is
against public policy as expressed in the
Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the
City of Green Bay, State of Wisconsin, on May 22, 1998.
SHOPKO STORES, INC.
By: *
--------------------------
Dale P. Kramer, Chairman,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by
the following persons in the capacities on the dates
indicated.
Signature Title
Date
* President, (Principal May 22, 1998
- ------------------------ Executive Officer)
Dale P. Kramer and a Director
* Executive Vice President May 22, 1998
- ------------------------ and a Director
William J. Podany
/s/ Jeffrey A. Jones Senior Vice President May 22, 1998
- -------------------------- (Chief Financial Officer)
Jeffrey A. Jones
/s/ Jeffrey R. Simons Chief Accounting Officer May 22, 1998
- --------------------------
Jeffrey R. Simons
* Vice Chairman and Director May 22, 1998
- --------------------------
William J. Tyrrell
* Director May 22, 1998
- --------------------------
Jack W. Eugster
* Director May 22, 1998
- --------------------------
Jeffrey C. Girard
* Director May 22, 1998
- --------------------------
James L. Reinertsen, M.D.
* Director May 22, 1998
- --------------------------
Stephen E. Watson
* By: /s/ Richard D. Schepp
------------------------
Richard D. Schepp
Attorney-in-Fact pursuant to authority granted by
Powers of Attorney filed herewith as Exhibit 24.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Shopko Stores, Inc. Profit Sharing and Super
Saver Plan has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Green Bay, State of Wisconsin,
on May 22, 1998.
PROFIT SHARING AND SUPER SAVER PLAN
By: /s/ Jeffrey A. Jones
----------------------------
Jeffrey A. Jones
Shopko Stores, Inc. Profit
Sharing and Super Saver Plan
Retirement Committee Member
<PAGE>
Item 8. Exhibits
5 Opinion of Godfrey & Kahn, S.C.
regarding legality of the Common Stock being
registered.
10.1 ShopKo Stores, Inc. 1998 Stock Incentive
Plan, incorporated by reference to the
Registrant's Proxy Statement for its 1998
Annual Meeting of Shareholders.
10.2 ShopKo Stores, Inc. Profit Sharing and
Super Saver Plan Trust Agreement (1989
Restatement), as amended, incorporated by
reference to the Registrants' Registration
Statement on Form S-1 (Registration No. 33-
42283).
10.3 First and second amendments to ShopKo
Stores, Inc. Profit Sharing and Super Saver
Plan Trust Agreement, incorporated by
reference to the Registrant's Annual Report
on Form 10-K for the year (52 weeks) ended
February 27, 1993.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Godfrey & Kahn, S.C.
(included in Exhibit 5).
24 Powers of Attorney for Directors of the
Registrant.
Exhibit 5
GODFREY & KAHN, S.C.
Attorneys at Law
780 North Water Street
Milwaukee, Wisconsin 53202-3590
Tel. (414) 273-3500
Fax (414) 273-5198
May 22, 1998
ShopKo Stores, Inc.
700 Pilgrim Way
Green Bay, Wisconsin 54307-9060
RE: Registration Statement on Form S-8 for ShopKo
Stores, Inc. 1998 Stock Incentive Plan and
ShopKo Stores, Inc. Profit Sharing and Super
Saver Plan
Gentlemen:
We have acted as your counsel in connection with
the preparation of the Registration Statement on Form S-
8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission relating to
3,000,000 shares of Common Stock, $0.01 par value per
share (the "Shares"), of ShopKo Stores, Inc., a
Wisconsin corporation (the "Company"), 1,250,000 of
which Shares (the "Incentive Plan Shares") are issuable
pursuant to the Company's 1998 Stock Incentive Plan
(the "Incentive Plan") and 1,750,000 of which Shares
(the "401(k) Plan Shares") are issuable pursuant to the
Company's Profit Sharing and Super Saver Plan (the
"401(k) Plan").
We have examined: (i) the Incentive Plan, the
Incentive Plan's prospectus, the 401(k) Plan, and the
Registration Statement, (ii) the Company's Articles of
Incorporation and By-Laws, (iii) certain resolutions of
the Company's Board of Directors and (iv) such other
proceedings, documents and records as we have deemed
necessary to enable us to render this opinion.
In examining the foregoing documents, we have
assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as
originals, the conformity to original documents of all
documents submitted to us as certified, photostatic or
facsimile copies, and the authenticity of the originals
of any such documents.
Based upon and subject to the foregoing, we are of
the opinion that:
1. The Incentive Plan Shares, upon issuance in
accordance with the terms of the Incentive Plan, will
be duly authorized, validly issued, fully paid and non-
assessable.
2. Any 401(k) Plan Shares newly issued by the
Company and sold to employees pursuant to the 401(k)
Plan, will be duly authorized, validly issued, fully
paid and non-assessable.
Our opinions regarding the non-assessability of
the Incentive Plan Shares and the 401(k) Plan Shares
are limited by Section 180.0622(2)(b) of the Wisconsin
Statutes, or any successor provision, which provides
that shareholders of a corporation organized under
Chapter 180 of the Wisconsin Statutes may be assessed
up to the par value of their shares to satisfy the
obligations of such corporation to its employees for
services rendered, but not exceeding six months service
in the case of any individual employee. Certain
Wisconsin courts have interpreted "par value" to mean
the full amount paid by the purchaser of shares upon
the issuance thereof.
We consent to the use of this opinion as an
exhibit to the Registration Statement. In giving this
consent, however, we do not admit that we are "experts"
within the meaning of Section 11 of the Securities Act
of 1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
Godfrey & Kahn, S.C.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in
this Registration Statement of ShopKo Stores, Inc. on
Form S-8 of our report dated March 12, 1998 and June 6,
1997, appearing in the Transition Report on Form 10-K
of ShopKo Stores, Inc. and Subsidiaries for the
transition period (49 weeks) ended January 31, 1998 and
in the Annual Report on Form 11-K of ShopKo Stores,
Inc. Profit Sharing and Super Saver Plan for the year
(52 weeks) ended February 22, 1997, respectively.
/s/ Deloitte & Touche LLP
Milwaukee, Wisconsin
May 20, 1998
Exhibit 24
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the ShopKo Stores,
Inc. Registration Statements on Form S-8 relating to
the ShopKo Stores, Inc. Profit Sharing and Super Saver
Plan and any related amendments (including post-
effective amendments) and/or supplements to said Form S-
8; (ii) generally doing all things in his name and on
his behalf in his capacity as director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the ShopKo Stores,
Inc. Registration Statements on Form S-8 relating to
the ShopKo Stores, Inc. Stock Incentive Plan and any
related amendments (including post-effective
amendments) and/or supplements to said Form S-8; (ii)
generally doing all things in his name and on his
behalf in his capacity as director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
Dated this 11th day of March, 1998.
/s/ Jack W. Eugster
------------------------
Jack W. Eugster
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the ShopKo Stores,
Inc. Registration Statements on Form S-8 relating to
the ShopKo Stores, Inc. Profit Sharing and Super Saver
Plan and any related amendments (including post-
effective amendments) and/or supplements to said Form S-
8; (ii) generally doing all things in his name and on
his behalf in his capacity as director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the ShopKo Stores,
Inc. Registration Statements on Form S-8 relating to
the ShopKo Stores, Inc. Stock Incentive Plan and any
related amendments (including post-effective
amendments) and/or supplements to said Form S-8; (ii)
generally doing all things in his name and on his
behalf in his capacity as director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
Dated this 11th day of March, 1998.
/s/ Jeffrey C. Girard
------------------------
Jeffrey C. Girard
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the ShopKo Stores,
Inc. Registration Statements on Form S-8 relating to
the ShopKo Stores, Inc. Profit Sharing and Super Saver
Plan and any related amendments (including post-
effective amendments) and/or supplements to said Form S-
8; (ii) generally doing all things in his name and on
his behalf in his capacity as director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the ShopKo Stores,
Inc. Registration Statements on Form S-8 relating to
the ShopKo Stores, Inc. Stock Incentive Plan and any
related amendments (including post-effective
amendments) and/or supplements to said Form S-8; (ii)
generally doing all things in his name and on his
behalf in his capacity as director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
Dated this 11th day of March, 1998.
/s/ Dale P. Kramer
------------------------
Dale P. Kramer
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the ShopKo Stores,
Inc. Registration Statements on Form S-8 relating to
the ShopKo Stores, Inc. Profit Sharing and Super Saver
Plan and any related amendments (including post-
effective amendments) and/or supplements to said Form S-
8; (ii) generally doing all things in his name and on
his behalf in his capacity as director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the ShopKo Stores,
Inc. Registration Statements on Form S-8 relating to
the ShopKo Stores, Inc. Stock Incentive Plan and any
related amendments (including post-effective
amendments) and/or supplements to said Form S-8; (ii)
generally doing all things in his name and on his
behalf in his capacity as director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
Dated this 11th day of March, 1998.
/s/ William J. Podany
------------------------
William J. Podany
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the ShopKo Stores,
Inc. Registration Statements on Form S-8 relating to
the ShopKo Stores, Inc. Profit Sharing and Super Saver
Plan and any related amendments (including post-
effective amendments) and/or supplements to said Form S-
8; (ii) generally doing all things in his name and on
his behalf in his capacity as director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the ShopKo Stores,
Inc. Registration Statements on Form S-8 relating to
the ShopKo Stores, Inc. Stock Incentive Plan and any
related amendments (including post-effective
amendments) and/or supplements to said Form S-8; (ii)
generally doing all things in his name and on his
behalf in his capacity as director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
Dated this 11th day of March, 1998.
/s/ James L. Reinersten, M.D.
-------------------------------
James L. Reinertsen, M.D.
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the ShopKo Stores,
Inc. Registration Statements on Form S-8 relating to
the ShopKo Stores, Inc. Profit Sharing and Super Saver
Plan and any related amendments (including post-
effective amendments) and/or supplements to said Form S-
8; (ii) generally doing all things in his name and on
his behalf in his capacity as director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the ShopKo Stores,
Inc. Registration Statements on Form S-8 relating to
the ShopKo Stores, Inc. Stock Incentive Plan and any
related amendments (including post-effective
amendments) and/or supplements to said Form S-8; (ii)
generally doing all things in his name and on his
behalf in his capacity as director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
Dated this 11th day of March, 1998.
/s/ William J. Tyrrell
-------------------------
William J. Tyrrell
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the ShopKo Stores,
Inc. Registration Statements on Form S-8 relating to
the ShopKo Stores, Inc. Profit Sharing and Super Saver
Plan and any related amendments (including post-
effective amendments) and/or supplements to said Form S-
8; (ii) generally doing all things in his name and on
his behalf in his capacity as director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
The undersigned director of ShopKo Stores, Inc.
designates each of Richard D. Schepp and David A.
Liebergen, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of: (i)
executing his name and on his behalf the ShopKo Stores,
Inc. Registration Statements on Form S-8 relating to
the ShopKo Stores, Inc. Stock Incentive Plan and any
related amendments (including post-effective
amendments) and/or supplements to said Form S-8; (ii)
generally doing all things in his name and on his
behalf in his capacity as director to enable ShopKo
Stores, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission;
and (iii) ratifying and confirming his signature as it
may be signed by the attorney-in-fact to the Forms S-8
and any related amendments (including post-effective
amendments) and/or supplements thereto.
Dated this 11th day of March, 1998.
/s/ Stephen E. Watson
--------------------------
Stephen E. Watson
