<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 (NO FEE REQUIRED)
For the Year (53 Weeks) Ended February 28, 1998
[ ] 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 (53 WEEKS)
ENDED FEBRUARY 28, 1998 AND (52 WEEKS)
FEBRUARY 22, 1997, SUPPLEMENTAL SCHEDULES
FOR THE YEAR (53 WEEKS) ENDED FEBRUARY 28,
1998 AND INDEPENDENT AUDITORS' REPORT
<PAGE> 3
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS (53 WEEKS) ENDED FEBRUARY 28, 1998
AND (52 WEEKS) FEBRUARY 22, 1997:
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 (53 WEEKS) ENDED FEBRUARY 28, 1998:
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
</TABLE>
<PAGE> 4
[DELOITTE & TOUCHE 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 28, 1998 and
February 22, 1997 and for the years (53 weeks and 52 weeks, respectively) 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 28, 1998 and February 22, 1997, 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
May 27, 1998
<PAGE> 5
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
FEBRUARY 28, 1998 AND FEBRUARY 22, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
February 28, February 22,
1998 1997
<S> <C> <C>
ASSETS
INVESTMENTS AT FAIR VALUE (Notes 2 and 6):
Mutual funds $ 178,095,749 $ 142,198,315
Common stock - ShopKo Stores, Inc. 33,016,848 20,332,922
Pooled collective funds 21,973,923 7,765,336
Money market fund 2,903,958 1,952,474
------------- ------------
235,990,478 172,249,047
DEPOSITS AND LOANS AT CONTRACT
VALUE (Notes 2 and 6):
Insurance companies 15,568,332 25,513,758
Participant loans 10,195,425 7,611,762
------------- ------------
25,763,757 33,125,520
------------- ------------
TOTAL INVESTMENTS 261,754,235 205,374,567
RECEIVABLES:
Employer contribution 7,979,248 7,692,565
Accrued interest and dividends 382,861 951,799
CASH 68,747 2,662
------------- ------------
TOTAL ASSETS 270,185,091 214,021,593
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 270,185,091 $ 214,021,593
============= =============
</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 (53 WEEKS) ENDED FEBRUARY 28, 1998
AND (52 WEEKS) FEBRUARY 22, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation in fair value of investments $ 31,677,405 $ 14,985,831
Interest and dividends - net 18,172,284 14,548,763
------------ ------------
49,849,689 29,534,594
Contributions:
Employer 12,142,474 11,668,770
Participants 11,307,322 9,876,036
Transfers from other plans - net 656,995 555,645
------------ ------------
24,106,791 22,100,451
------------ ------------
Total additions 73,956,480 51,635,045
------------ ------------
Deductions from net assets attributed to:
Benefits paid to participants 17,709,279 12,505,407
Administrative expenses 83,703 39,159
------------ ------------
Total deductions 17,792,982 12,544,566
------------ ------------
NET INCREASE 56,163,498 39,090,479
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 214,021,593 174,931,114
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $270,185,091 $214,021,593
============ ============
</TABLE>
See notes to financial statements.
-3-
<PAGE> 7
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS (53 WEEKS) ENDED FEBRUARY 28, 1998
AND (52 WEEKS) FEBRUARY 22, 1997
- --------------------------------------------------------------------------------
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 28,
1998 and February 22, 1997 aggregated $178,651 and $17,084, 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 28, 1998 and February
22, 1997 was approximately $16,143,567 and $26,355,476, 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 (53 weeks) ended February 28, 1998 are shown below:
<TABLE>
<CAPTION>
IDS BLUE CHIP IDS NEW AIM TEMPLETON
CONSERVATIVE IDS MUTUAL ADVANTAGE DIMENSIONS CONSTELLATION FOREIGN
FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Net appreciation (depreciation)
in fair value of investments $ 2,408,061 $ 1,125,175 $ 713,067 $ 13,153,453 $ 391,513 $ (480,535)
Interest and dividends 149,717 6,842,624 1,241,066 6,166,795 419,710 3,287,551
----------- ----------- ----------- ------------ ----------- -----------
2,557,778 7,967,799 1,954,133 19,320,248 811,223 2,807,016
CONTRIBUTIONS:
Employer 2,711,274 2,315,306 686,500 3,505,337 384,213 1,529,382
Participants 1,883,690 2,237,405 620,638 3,608,415 416,851 1,685,296
Transfers from other plans - net 39,119 67,507 160,799 156,879 66,853 55,682
----------- ----------- ----------- ------------ ----------- -----------
4,634,083 4,620,218 1,467,937 7,270,631 867,917 3,270,360
----------- ----------- ----------- ------------ ----------- -----------
Total additions 7,191,861 12,588,017 3,422,070 26,590,879 1,679,140 6,077,376
----------- ----------- ----------- ------------ ----------- -----------
DEDUCTIONS FROM NET ASSETS:
Benefits paid 5,319,497 2,829,717 539,497 4,571,571 237,330 1,583,708
Administrative expenses 22,886 14,215 1,962 18,536 1,020 8,295
----------- ----------- ----------- ------------ ----------- -----------
Total deductions 5,342,383 2,843,932 541,459 4,590,107 238,350 1,592,003
----------- ----------- ----------- ------------ ----------- -----------
TRANSFERS - NET 2,760,240 (2,917,949) 5,445,421 (5,168,288) 1,960,909 (4,304,020)
----------- ----------- ----------- ------------ ----------- -----------
NET INCREASE 4,609,718 6,826,136 8,326,032 16,832,484 3,401,699 181,353
NET ASSETS AVAILABLE AT
BEGINNING OF YEAR 36,494,593 42,369,653 4,117,227 69,048,833 2,861,312 29,007,313
----------- ----------- ----------- ------------ ----------- -----------
NET ASSETS AVAILABLE
AT END OF YEAR $41,104,311 $49,195,789 $12,443,259 $ 85,881,317 $ 6,263,011 $29,188,666
=========== =========== =========== ============ =========== ===========
<CAPTION>
SHOPKO STOCK LOAN
FUND FUND TOTAL
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Net appreciation (depreciation)
in fair value of investments $ 14,366,671 $ 31,677,405
Interest and dividends 64,821 18,172,284
------------ -------------
14,431,492 49,849,689
CONTRIBUTIONS:
Employer 1,010,462 12,142,474
Participants 855,027 11,307,322
Transfers from other plans - net 110,156 656,995
------------ -------------
1,975,645 24,106,791
------------ -------------
Total additions 16,407,137 73,956,480
------------ -------------
DEDUCTIONS FROM NET ASSETS:
Benefits paid 1,982,107 $ 645,852 17,709,279
Administrative expenses 16,789 83,703
------------ ------------ -------------
Total deductions 1,998,896 645,852 17,792,982
------------ ------------ -------------
TRANSFERS - NET (977,082) 3,200,769
------------ ------------ -------------
NET INCREASE 13,431,159 2,554,917 56,163,498
NET ASSETS AVAILABLE AT
BEGINNING OF YEAR 22,483,481 7,639,181 214,021,593
------------ ------------ -------------
NET ASSETS AVAILABLE
AT END OF YEAR $ 35,914,640 $ 10,194,098 $ 270,185,091
============ ============ =============
</TABLE>
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<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 22, 1997 are shown below:
<TABLE>
<CAPTION>
IDS BLUE CHIP IDS NEW AIM TEMPLETON
CONSERVATIVE IDS MUTUAL ADVANTAGE DIMENSIONS CONSTELLATION FOREIGN
FUND FUND FUND FUND FUND FUND
<S> <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
Interest and dividends 781,745 4,294,428 65,723 6,677,183 22,490 2,537,291
------------ ------------ ---------- ------------ ----------- ------------
2,147,769 6,019,514 160,631 12,118,587 (36,431) 4,145,337
CONTRIBUTIONS:
Employer 2,142,524 1,771,299 249,249 2,567,885 158,271 1,207,454
Participants 1,963,564 2,249,611 54,073 3,257,422 41,831 1,701,694
Transfers from other plans - net 65,853 98,095 10,962 221,162 8,974 59,391
------------ ------------ ---------- ------------ ----------- ------------
4,171,941 4,119,005 314,284 6,046,469 209,076 2,968,539
------------ ------------ ---------- ------------ ----------- ------------
Total additions 6,319,710 10,138,519 474,915 18,165,056 172,645 7,113,876
------------ ------------ ---------- ------------ ----------- ------------
DEDUCTIONS FROM NET ASSETS:
Benefits paid 4,131,956 2,058,993 3,115,163 1,397,456
Administrative expenses 12,174 6,536 7,887 4,099
------------ ------------ ---------- ------------ ----------- ------------
Total deductions 4,144,130 2,065,529 3,123,050 1,401,555
------------ ------------ ---------- ------------ ----------- ------------
TRANSFERS - NET (2,243,478) (3,815,914) 3,642,312 224,356 2,688,667 (3,217,376)
------------ ------------ ---------- ------------ ----------- ------------
NET (DECREASE) INCREASE (67,898) 4,257,076 4,117,227 15,266,362 2,861,312 2,494,945
NET ASSETS AVAILABLE AT
BEGINNING OF YEAR 36,562,491 38,112,577 53,782,471 26,512,368
------------ ------------ ---------- ------------ ----------- ------------
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
============ ============ ========== ============ =========== ============
<CAPTION>
SHOPKO STOCK LOAN
FUND FUND TOTAL
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Net appreciation (depreciation) in
fair value of investments $ 4,809,284 $ 14,985,831
Interest and dividends 169,903 14,548,763
------------ -------------
4,979,187 29,534,594
CONTRIBUTIONS:
Employer 3,572,088 11,668,770
Participants 607,841 9,876,036
Transfers from other plans - net 91,208 555,645
------------ -------------
4,271,137 22,100,451
------------ -------------
Total additions 9,250,324 51,635,045
------------ -------------
DEDUCTIONS FROM NET ASSETS:
Benefits paid 1,481,212 $ 320,627 12,505,407
Administrative expenses 8,463 39,159
------------ ----------- -------------
Total deductions 1,489,675 320,627 12,544,566
------------ ----------- -------------
TRANSFERS - NET (1,455,092) 4,176,525
------------ ----------- -------------
NET (DECREASE) INCREASE 6,305,557 3,855,898 39,090,479
NET ASSETS AVAILABLE AT
BEGINNING OF YEAR 16,177,924 3,783,283 174,931,114
------------ ----------- -------------
NET ASSETS AVAILABLE
AT END OF YEAR $ 22,483,481 $ 7,639,181 $ 214,021,593
============ =========== =============
</TABLE>
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<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 28, 1998 and February 22, 1997 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 28, 1998 and February 22, 1997 are
as follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
IDS New Dimensions Fund $ 84,099,434 $ 66,856,155
IDS Mutual Fund 47,748,259 40,813,917
ShopKo Stock Fund 33,016,848 20,332,922
Templeton Foreign Fund 28,268,164 27,955,782
American Express Trust Stable Capital Fund 21,973,923
------------ ------------
$215,106,628 $155,958,776
============ ============
</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 THE
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 28, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares or Current
Description Face Value Cost(1) Value(1)
<S> <C> <C> <C>
COMMON STOCKS - ShopKo Stores, Inc.* 1,254,800 $ 16,220,304 $ 33,016,848
MUTUAL FUNDS:
AIM Constellation Fund 211,773 5,728,790 6,010,110
IDS Blue Chip Advantage Fund* 1,180,918 11,347,451 11,969,782
IDS Mutual Fund* 3,338,806 42,231,030 47,748,259
IDS New Dimensions Fund* 3,283,595 57,090,053 84,099,434
Templeton Foreign Fund 2,684,536 25,862,728 28,268,164
Total Mutual Funds 10,699,628 142,260,052 178,095,749
POOLED COLLECTIVE FUNDS -
American Express Trust Stable Capital Fund* 1,626,373 20,859,796 21,973,923
MONEY MARKET FUNDS -
American Express Trust Money Market Fund* 2,903,958 2,903,958 2,903,958
GUARANTEED INSURANCE CONTRACTS:
AIG Life Insurance Co.
#GIC-917, 8/15/00, 6.25% 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
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% 1,227,762 1,227,762 1,227,762
Hartford Life Ins. Co.
#GA-9834, 11/17/98, 5.51% 1,238,667 1,238,667 1,238,667
Allstate Life Ins. Co.
#GA-5551, 02/10/99, 5.82% 1,000,000 1,000,000 1,000,000
</TABLE>
(Continued)
-10-
<PAGE> 15
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
FEBRUARY 28, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares or Current
Description Face Value Cost(1) Value(1)
<S> <C> <C> <C>
GUARANTEED INSURANCE CONTRACTS (Continued):
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% 1,262,325 1,262,325 1,262,325
Principal Mutual Life Ins. Co.
#4-13187, 6/14/99, 7.25% 1,239,578 1,239,578 1,239,578
United of Omaha Life Ins. Co.
#SDGA-10861, 11/30/99, 7.25% 1,600,000 1,600,000 1,600,000
---------- ---------- ----------
TOTAL INSURANCE CONTRACTS 15,568,332 15,568,332 15,568,332
PARTICIPANTS LOANS - Interest rates
ranging 7% to 10% 10,195,425
----------
TOTAL INVESTMENTS $ 197,812,442 $ 261,754,235
============= =============
</TABLE>
*Known to be a party-in-interest
(1)Cost and current value of certain investments represent
cost plus reinvested earnings.
(Concluded)
-11-
<PAGE> 16
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
ITEM 27d - REPORTABLE TRANSACTIONS
YEAR (53 WEEKS) ENDED FEBRUARY 28, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Maturity
Identity of Issuer Purchase Proceeds or
and Description Price Selling Price Cost Net Gain
<S> <C> <C> <C> <C>
SERIES TRANSACTIONS:
IDS Mutual Fund*
99 Purchases $ 13,581,346 $ 13,581,346
197 Sales $ 7,772,179 6,596,424 $ 1,175,755
IDS New Dimensions Fund*
112 Purchases 33,546,232 33,546,232
185 Sales 19,153,596 14,350,297 4,803,299
IDS Blue Chip Advantage Fund*
209 Purchases 10,013,095 10,013,095
78 Sales 2,614,391 2,429,502 184,889
Templeton Foreign Fund
74 Purchases 7,561,040 7,561,040
179 Sales 6,767,913 6,093,313 674,600
American Express Trust Stable
Capital Fund*
12 Purchases 14,941,311 14,941,311
2 Sales 1,800,000 1,712,075 87,925
American Express Trust Money
Market Fund*
2 Purchases 37,175,595 37,175,595
2 Sales 36,220,240 36,220,240
Participant Loans
235 Purchases 7,231,875 7,231,875
279 Sales 4,648,212 4,648,212
SINGLE TRANSACTIONS:
American Express Trust Money
Market Fund*
1 Purchase 14,462,305 14,462,305
1 Purchase 22,713,290 22,713,290
1 Sale 14,189,357 14,189,357
1 Sale 22,030,883 22,030,883
</TABLE>
*Known to be a party-in-interest transaction.
-12-
<PAGE> 17
EXHIBIT I
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
33-58584 and 333-53577 on Form S-8 of ShopKo Stores, Inc. of our report dated
May 27, 1998, appearing in this Annual Report on Form 11-K of the ShopKo Stores,
Inc. Profit Sharing and Super Saver Plan for the year (53 weeks) ended February
28, 1998.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
August 21, 1998
<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 21, 1998 By /s/ Jeffrey A. Jones
--------------------------------------
Jeffrey A. Jones
ShopKo Stores, Inc. Profit Sharing and Super
Saver Plan Retirement Committee Member
