SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 22, 1999
SHOPKO STORES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 1-10876 41-0985054
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
700 Pilgrim Way
Green Bay, Wisconsin 54304
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (920) 429-2211
<PAGE>
Item 5. Other Events.
On January 22, 1999, Dale P. Kramer, chairman,
president and chief executive officer of ShopKo Stores,
Inc. ("ShopKo"), announced his intention to retire as
president and chief executive officer of ShopKo,
effective March 12, 1999. Mr. Kramer will remain as
the non-executive chairman of ShopKo's board of
directors and will also serve in an advisory capacity.
William J. Podany, ShopKo's chief operating officer and
president of its retail division, will succeed Mr.
Kramer as ShopKo's president and chief executive
officer.
On February 4, 1999, ShopKo and its wholly-owned
subsidiary, ProVantage Health Services, Inc.
("ProVantage"), announced that a registration statement
for the initial public offering of ProVantage, through
the sale of primary shares of ProVantage, had been
filed with the Securities and Exchange Commission.
ShopKo will receive a significant portion of the
proceeds from the offering and is considering various
strategic and financial alternatives for their use.
The proceeds of the offering retained by ProVantage
will be used for working capital, capital expenditures
and other general corporate purposes. Subsequent to
the offering, ShopKo will continue to own a majority of
ProVantage.
On February 8, 1999, ShopKo announced that its
Board of Directors had authorized ShopKo to repurchase
its Senior Notes from time to time in the open market
and through privately negotiated transactions. Any
purchases would depend on price, market conditions and
other factors. ShopKo is continuing to evaluate
alternatives for the refinancing of the Senior Notes.
The foregoing descriptions of the press releases
are qualified in their entirety by the complete text of
the press releases which are attached as exhibits to
this Form 8-K and which are incorporated herein by
reference.
This Form 8-K and the attachments hereto contain
forward-looking statements within the meaning of the
safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward looking
statements are based upon management's assumptions and
beliefs in light of information currently available to
it and are subject to important factors which could
cause ShopKo's actual results to differ materially from
those anticipated in such forward-looking statements.
These factors include those referenced in ShopKo's
Annual Report on Form 10-K or as may be described from
time to time in ShopKo's subsequent SEC filings.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
99.1 Press Release dated January 22, 1999
99.2 Press Release dated February 4, 1999
99.3 Press Release dated February 8, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 9, 1999 SHOPKO STORES, INC.
By: /s/ Richard D. Schepp
--------------------------
Richard D. Schepp
Senior Vice President,
General Counsel and
Secretary
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated January 22, 1999
99.2 Press Release dated February 4, 1999
99.3 Press Release dated February 8, 1999
ShopKo's Dale Kramer Announces Plan to Retire,
William Podany to Succeed as President and CEO
GREEN BAY, Wis., Jan. 22 /PRNewswire/ -- Dale P.
Kramer, chairman, president and chief executive officer
of ShopKo Stores, Inc. (NYSE: SKO) today announced his
intention to retire as president and CEO, effective
March 12, 1999. Kramer will remain as non-executive
chairman of ShopKo's board of directors. He will also
serve in an advisory capacity to ensure a smooth
transition. Succeeding Kramer as president and CEO
will be William J. Podany, ShopKo's chief operating
officer and president of ShopKo's retail division. In
his new role, Podany will have responsibility for
ShopKo's 147 store specialty discount retail chain and
its ProVantage health care knowledge subsidiary.
Kramer said the company is well-positioned for an
orderly transition of leadership, with a succession
plan established 18 months ago by ShopKo's board of
directors. "After nearly 28 years with this remarkable
retail organization, I am ready to turn the helm over
to Bill Podany and an extremely talented group of
senior executives who will lead ShopKo into the next
millennium," Kramer said. "I am confident our
succession plan will result in a smooth transition and
continued success for the entire organization."
Kramer, 59, was named president and chief executive
officer of ShopKo in February, 1991, and assumed the
post of chairman of the company's board of directors in
August, 1997.
Under his leadership, the company achieved several
significant milestones. In 1991, Kramer led the
enormously successful initial public offering of ShopKo
stock on the New York Stock Exchange. In the past five
years, the company's financial performance has been
strong, with double-digit compound annual sales and
earnings per share growth.
Kramer launched the Vision 2000 strategy in 1991, which
distinguished ShopKo from national discount chains and
department stores. In the years that followed, eighty
percent of ShopKo stores were remodeled and all stores
were remerchandised. More than $120 million was
invested in systems and distribution capabilities that
would provide the foundation for ShopKo operations into
the next millennium.
Also among Kramer's achievements is the development of
ProVantage, Inc., a rapidly growing health care
knowledge subsidiary established in 1993. With sales
of approximately $650 million in 1998, ProVantage
provides products and services to clients that serve
more than 17 million people, offering information
technology support services, prescription benefit
management and vision benefit management services.
Construction of a new 50,000 square foot ProVantage
corporate headquarters is underway near Milwaukee, Wis.
In 1996, Kramer was honored with the "Discounter of the
Year" award from Discount Store News, the industry's
leading trade publication. The magazine applauded
Kramer's success guiding ShopKo through industry
turbulence that battered regional retailers with
"ambitious remerchandising and restructuring that
touched every fact of operations."
Kramer lead a successful $150 million stock buyback and
secondary stock offering which resulted in ShopKo's
independence from its former parent company, Super
Valu, in 1997. Later that year, he directed the
acquisition of Penn-Daniels, Inc., which included 17
stores that were remodeled and opened as ShopKo stores
in 1998. ShopKo will open 13 new stores in 1999,
including ten former Venture locations. With Kramer's
direction, ShopKo grew from 100 stores in 13 states in
1991, to 160 stores in 19 states by the fall of 1999.
"Thanks to Dale's leadership, ShopKo is one of the few
surviving regional discounters in the United States
today. In fact, we are thriving largely because of the
foundation he established in a rapidly changing retail
environment," Podany said. "Dale's vision, combined
with his leadership and ability to make difficult
decisions in the early part of this decade have made a
world of difference to ShopKo shareholders, its
customers and to the 19,000 employees who have shared
his vision to achieve the success ShopKo now enjoys."
Kramer joined ShopKo in 1971 as director of
prescription services, pioneering the company's
profitable retail health services business. In the
years that followed, he was promoted to various
management positions with the ShopKo organization.
A graduate of Purdue University with a Bachelor of
Science degree in Pharmacy, Kramer worked 10 years for
Walgreens prior to joining ShopKo.
Podany, 52, becomes ShopKo's fourth president and chief
executive officer, following Kramer, William J. Tyrrell
who served as president from 1972-1991 and company
founder James Ruben who was president from 1961-1972.
Podany joined ShopKo in 1994 as executive vice
president with responsibility for merchandising,
marketing, logistics and store planning. In 1996,
Podany was named to ShopKo's board of directors, and
was promoted to chief operating officer and president
of ShopKo's retail division, adding responsibility for
store operations.
Podany assembled a team of senior retail executives who
reengineered the way ShopKo does business. "Bill and
the senior management team have developed a business
operating model for continued high performance to our
shareholders, customers and employees," Kramer said.
"Through his leadership and this collaborative team
process, ShopKo has become a dynamic, entrepreneurial
company that teaches continuous transformation and
improvement. Our improved customer satisfaction scores
and continued strong financial performance are evidence
that the strategy is working. Bill's dedication and
commitment to this organization, combined with his vast
retail experience and leadership capabilities will
continue to serve ShopKo in the years ahead," Kramer
said.
Prior to joining ShopKo, Podany served as executive
vice president for merchandising and logistics of
Carter Hawley Hale, a federation of four department
store chains from 1992-1994. Podany held senior
management positions at May Department Stores from 1987-
1992, and served with Allied Stores divisions in
several senior merchandising roles from 1978-1987.
ShopKo Stores, Inc., headquartered in Green Bay, Wis.,
is a leading specialty discount retailer operating 147
stores in 16 states primarily in the Upper Midwest,
Western Mountain and Pacific Northwest regions. ShopKo
has announced plans to open 13 new stores in 1999 in
Illinois, Iowa, Indiana, Kansas, Kentucky, Idaho and
Wisconsin. The company also serves the rapidly growing
managed health care industry through its wholly-owned
subsidiary, ProVantage, Inc. ProVantage provides
products and services to clients that serve more than
17 million people, offering information technology
support services, custom prescription benefit
management (PBM) and vision benefit management (VBM)
services. For more information about ShopKo or
ProVantage, visit the web site at
http://www.shopko.com.
This news release contains forward-looking statements
within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995
including, without limitation, sales and earnings
growth goals. Such statements are subject to important
factors which could cause the Company's actual results
to differ materially from those anticipated by the
forward-looking statements. These factors include
those referenced in the Company's Annual Report on Form
10-K or as may be described from time to time in the
Company's subsequent SEC filings.
ShopKo Announces ProVantage Initial Public Offering
GREEN BAY, WIS., Feb. 4 /PRNewswire/ -- ShopKo Stores,
Inc., (NYSE: SKO) and its wholly-owned subsidiary,
ProVantage Health Services, Inc., announced today that
a registration statement for the initial public
offering (IPO) of ProVantage Health Services, Inc.,
through the sale of primary shares by ProVantage has
been filed with the Securities and Exchange Commission.
The registration statement was filed for $100 million
of ProVantage common stock. ShopKo will receive a
significant portion of the proceeds from the offering
and is considering various strategic and financial
alternatives for their use. The proceeds retained by
ProVantage will be used for working capital, capital
expenditures, and other general corporate purposes.
Subsequent to the offering, ShopKo will continue to own
a majority of ProVantage.
Merrill Lynch & Co. is acting as lead manager, and
Bear, Stearns, & Co. Inc., William Blair & Company and
Lehman Brothers Inc. are acting as co-managers of the
offering.
The registration statement relating to these securities
has been filed with the Securities and Exchange
Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement
becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws
of such state or jurisdiction.
ShopKo Stores, Inc., headquartered in Green Bay, Wis.,
is a leading specialty discount retailer operating 147
stores in 16 states, primarily in the Upper Midwest,
Western Mountain and Pacific Northwest regions. ShopKo
has announced plans to open 13 new stores in 1999 in
Illinois, Iowa, Indiana, Kansas, Kentucky, Idaho and
Wisconsin. ProVantage Health Services, Inc. is a
leading health benefit company providing health benefit
management services, pharmacy mail services, vision
benefit management services and health information and
clinical support services.
This press release contains forward-looking statements
within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such
statements are subject to important factors which could
cause ShopKo's actual results to differ materially from
those anticipated by the forward-looking statements.
These factors include those referenced in ShopKo's
current Annual Report on Form 10-K or as may be
described from time to time in ShopKo's subsequent SEC
filings.
ShopKo Authorizes Senior Note Repurchase Program
GREEN BAY, Wis., Feb. 8 /PRNewswire/ -- ShopKo Stores,
Inc. (NYSE: SKO - news), announced today that its Board
of Directors has authorized the Company to repurchase
its Senior Notes from time to time in the open market
and through privately negotiated transactions. Any
purchases would depend on price, market conditions and
other factors. The Company is continuing to evaluate
alternatives for the refinancing of the Senior Notes.
ShopKo Stores, Inc., headquartered in Green Bay, Wis.,
is a leading specialty discount retailer operating 147
stores in 16 states, primarily in the Upper Midwest,
Western Mountain and Pacific Northwest regions. ShopKo
has announced plans to open 13 new stores in 1999 in
Illinois, Iowa, Indiana, Kansas, Kentucky, Idaho and
Wisconsin. ProVantage Health Services, Inc. is a
leading health benefit company providing health benefit
management services, pharmacy mail services, vision
benefit management services and health information and
clinical support services.
This press release contains forward-looking statements
within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such
statements are subject to important factors which could
cause ShopKo's actual results to differ materially from
those anticipated by the forward-looking statements.
These factors include those referenced in ShopKo's
current Annual Report on Form 10-K or as may be
described from time to time in ShopKo's subsequent SEC
filings.
