<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
[X] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the Transition Period From March 1, 1998 to December 31, 1998
Commission File Number 001-10876
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 44 WEEKS ENDED DECEMBER 31, 1998 AND YEAR (53
WEEKS) ENDED FEBRUARY 22, 1998, SUPPLEMENTAL SCHEDULES FOR THE 44 WEEKS ENDED
DECEMBER 31, 1998 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 44 WEEKS ENDED
DECEMBER 31, 1998 AND YEAR (53 WEEKS) ENDED FEBRUARY 28, 1998:
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 44 WEEKS
ENDED DECEMBER 31, 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
<PAGE> 4
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 December 31, 1998 and
February 28, 1998 and for the 44 weeks ended December 31, 1998 and the year (53
weeks) ended February 28, 1998, 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
December 31, 1998 and February 28, 1998, and the changes in net assets available
for benefits for the 44 weeks ended December 31, 1998 and the year (53 weeks)
ended February 28, 1998 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 20, 1999
<PAGE> 5
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND FEBRUARY 28, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31, FEBRUARY 28,
1998 1998
<S> <C> <C>
ASSETS
INVESTMENTS AT FAIR VALUE (Notes 2 and 6):
Mutual funds $201,066,636 $178,095,749
Common stock - ShopKo Stores, Inc. 38,203,086 33,016,848
Pooled collective fund 33,709,504 21,973,923
Money market fund 3,293,658 2,903,958
------------ ------------
276,272,884 235,990,478
------------ ------------
DEPOSITS AT CONTRACT VALUE AND
LOANS (Notes 2 and 6):
Insurance companies 11,485,280 15,568,332
Participants loans 11,090,159 10,195,425
------------ ------------
22,575,439 25,763,757
------------ ------------
TOTAL INVESTMENTS 298,848,323 261,754,235
RECEIVABLES:
Employer contribution 8,429,691 7,979,248
Accrued interest and dividends 351,522 382,861
CASH 323 68,747
------------ ------------
TOTAL ASSETS 307,629,859 270,185,091
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $307,629,859 $270,185,091
============ ============
</TABLE>
See notes to financial statements.
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<PAGE> 6
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
44 WEEKS ENDED DECEMBER 31, 1998
AND YEAR (53 WEEKS) ENDED FEBRUARY 28, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
44 WEEKS YEAR (53 WEEKS)
ENDED ENDED
DECEMBER 31, FEBRUARY 28,
1998 1998
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation in fair value of investments $ 14,725,338 $ 31,677,405
Interest and dividends - net 15,599,847 18,172,284
------------ ------------
30,325,185 49,849,689
------------ ------------
Contributions:
Employer 12,215,714 12,142,474
Participants 10,211,881 11,307,322
Transfers from other plans - net 9,201,900 656,995
------------ ------------
31,629,495 24,106,791
------------ ------------
Total additions 61,954,680 73,956,480
------------ ------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 24,456,030 17,709,279
Administrative expenses 53,882 83,703
------------ ------------
Total deductions 24,509,912 17,792,982
------------ ------------
NET INCREASE 37,444,768 56,163,498
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF PERIOD 270,185,091 214,021,593
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF PERIOD $307,629,859 $270,185,091
============ ============
</TABLE>
See notes to financial statements.
-3-
<PAGE> 7
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
NOTES TO FINANCIAL STATEMENTS
44 WEEKS ENDED DECEMBER 31, 1998
AND YEAR (53 WEEKS) ENDED FEBRUARY 28, 1998
- --------------------------------------------------------------------------------
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 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) have attained age 20, 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.
The Company changed the plan year-end from the last Saturday in February
to a calendar year-end; effective for the plan year ended December 31,
1998. Consequently, the current plan year statement of net assets,
statement of changes in net assets, and supplementary information are
presented for the 44 week period ended December 31, 1998. Further, the
compensated hours eligibility requirement was reduced to 833 hours for the
current plan year.
On July 9, 1998; the Company transferred assets from the Penn Daniels
401(k) plan into the Profit Sharing and Super Saver Plan. The related Penn
Daniels assets transferred into the plan consisted of investments and
loans of approximately $8,770,000. The effective date of the transfer was
March 1, 1998. Subsequent to March 1, 1998, all Penn Daniels participants
are subject to the Plan document and applicable Plan amendments.
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<PAGE> 8
Participants may elect to have their account balances invested in one or
more of the following 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.
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 15% (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
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<PAGE> 9
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 December 31,
1998 and February 28, 1998 aggregated $0 and $178,651, respectively, and
are included in net assets available for benefits for reporting purposes.
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 December 31, 1998 and February
28, 1998 was approximately $12,039,459 and $16,143,567, 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.
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<PAGE> 10
5. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Changes in the Plan's net assets available for benefits by fund for the 44
weeks ended December 31, 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
ATTRIBUTABLE TO:
Net appreciation
(depreciation) in
fair value of investments $ 2,240,508 $ (4,244,298) $ 2,044,540 $ 10,543,571 $ 659,371 $ (5,236,555)
Interest and dividends 144,707 6,660,817 258,292 5,876,379 127,361 2,455,408
------------ ------------ ------------ ------------- ----------- ------------
2,385,215 2,416,519 2,302,832 16,419,950 786,732 (2,781,147)
CONTRIBUTIONS:
Employer 2,830,907 1,999,905 1,056,993 3,326,452 528,991 1,186,420
Participants 1,527,322 1,802,710 980,615 3,137,030 557,089 1,206,326
Transfers from other plans-net 1,370,031 1,402,756 2,501,312 1,911,935 1,524,402 205,108
------------ ------------ ------------ ------------- ----------- ------------
5,728,260 5,205,371 4,538,920 8,375,417 2,610,482 2,597,854
------------ ------------ ------------ ------------- ----------- ------------
Total additions 8,113,475 7,621,890 6,841,752 24,795,367 3,397,214 (183,293)
------------ ------------ ------------ ------------- ----------- ------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTABLE TO:
Benefits paid 6,420,425 3,625,612 1,652,915 7,432,613 445,284 1,386,544
Administrative expenses 17,782 7,753 2,926 11,147 1,352 3,693
------------ ------------ ------------ ------------- ----------- ------------
Total deductions 6,438,207 3,633,365 1,655,841 7,443,760 446,636 1,390,237
------------ ------------ ------------ ------------- ----------- ------------
TRANSFERS - NET 6,432,493 (3,080,977) 3,757,490 (754,172) 782,630 (5,601,283)
------------ ------------ ------------ ------------- ----------- ------------
NET INCREASE (DECREASE) 8,107,761 907,548 8,943,401 16,597,435 3,733,208 (7,174,813)
NET ASSETS AVAILABLE AT
BEGINNING OF PERIOD 41,104,311 49,195,789 12,443,259 85,881,317 6,263,011 29,188,666
------------ ------------ ------------ ------------- ----------- ------------
NET ASSETS AVAILABLE
AT END OF PERIOD $ 49,212,072 $ 50,103,337 $ 21,386,660 $ 102,478,752 $ 9,996,219 $ 22,013,853
============ ============ ============ ============= =========== ============
</TABLE>
<TABLE>
<CAPTION>
SHOPKO STOCK LOAN
FUND FUND TOTAL
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTABLE TO:
Net appreciation
(depreciation) in
fair value of investments $ 8,718,201 $ 14,725,338
Interest and dividends 76,883 15,599,847
------------ ------------
8,795,084 30,325,185
CONTRIBUTIONS:
Employer 1,286,046 12,215,714
Participants 1,000,789 10,211,881
Transfers from other plans-net 51,587 234,769 9,201,900
------------ ------------ ------------
2,338,422 234,769 31,629,495
------------ ------------ ------------
Total additions 11,133,506 234,769 61,954,680
------------ ------------ ------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTABLE TO:
Benefits paid 2,553,426 939,211 24,456,030
Administrative expenses 9,229 53,882
------------ ------------ ------------
Total deductions 2,562,655 939,211 24,509,912
------------ ------------ ------------
TRANSFERS - NET (3,136,684) 1,600,503 -
------------ ------------ ------------
NET INCREASE (DECREASE) 5,434,167 896,061 37,444,768
NET ASSETS AVAILABLE AT
BEGINNING OF PERIOD 35,914,640 10,194,098 270,185,091
------------ ------------ ------------
NET ASSETS AVAILABLE
AT END OF PERIOD $ 41,348,807 $11,090,159 $307,629,859
============ ============ ============
</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 (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 SHOPKO STOCK
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTABLE TO:
Net appreciation
(depreciation) in
fair value of investments $ 2,408,061 $ 1,125,175 $ 713,067 $13,153,453 $ 391,513 $ (480,535) $14,366,671
Interest and dividends 149,717 6,842,624 1,241,066 6,166,795 419,710 3,287,551 64,821
------------ ----------- ----------- ----------- ---------- ----------- -----------
2,557,778 7,967,799 1,954,133 19,320,248 811,223 2,807,016 14,431,492
CONTRIBUTIONS:
Employer 2,711,274 2,315,306 686,500 3,505,337 384,213 1,529,382 1,010,462
Participants 1,883,690 2,237,405 620,638 3,608,415 416,851 1,685,296 855,027
Transfers from other plans-net 39,119 67,507 160,799 156,879 66,853 55,682 110,156
------------ ----------- ----------- ----------- ---------- ----------- -----------
4,634,083 4,620,218 1,467,937 7,270,631 867,917 3,270,360 1,975,645
------------ ----------- ----------- ----------- ---------- ----------- -----------
Total additions 7,191,861 12,588,017 3,422,070 26,590,879 1,679,140 6,077,376 16,407,137
------------ ----------- ----------- ----------- ---------- ----------- -----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTABLE TO:
Benefits paid 5,319,497 2,829,717 539,497 4,571,571 237,330 1,583,708 1,982,107
Administrative expenses 22,886 14,215 1,962 18,536 1,020 8,295 16,789
------------ ----------- ----------- ----------- ---------- ----------- -----------
Total deductions 5,342,383 2,843,932 541,459 4,590,107 238,350 1,592,003 1,998,896
------------ ----------- ----------- ----------- ---------- ----------- -----------
TRANSFERS - NET 2,760,240 (2,917,949) 5,445,421 (5,168,288) 1,960,909 (4,304,020) (977,082)
------------ ----------- ----------- ----------- ---------- ----------- -----------
NET INCREASE 4,609,718 6,826,136 8,326,032 16,832,484 3,401,699 181,353 13,431,159
------------ ----------- ----------- ----------- ---------- ----------- -----------
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 22,483,481
------------ ----------- ----------- ----------- ---------- ----------- -----------
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 $ 35,914,640
============ =========== =========== =========== ========== =========== ============
</TABLE>
<TABLE>
<CAPTION>
LOAN
FUND TOTAL
<S> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTABLE TO:
Net appreciation
(depreciation) in
fair value of investments $ 31,677,405
Interest and dividends 18,172,284
------------
49,849,689
CONTRIBUTIONS:
Employer 12,142,474
Participants 11,307,322
Transfers from other plans-net 656,995
------------
24,106,791
------------
Total additions 73,956,480
------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTABLE TO:
Benefits paid $ 645,852 17,709,279
Administrative expenses 83,703
----------- ------------
Total deductions 645,852 17,792,982
----------- ------------
TRANSFERS - NET 3,200,769 --
----------- ------------
NET INCREASE 2,554,917 56,163,498
----------- ------------
NET ASSETS AVAILABLE AT
BEGINNING OF YEAR 7,639,181 214,021,593
----------- ------------
NET ASSETS AVAILABLE
AT END OF YEAR $10,194,098 $270,185,091
=========== ============
</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 as of
December 31, 1998 and February 28, 1998 at 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 December 31, 1998 and February 28, 1998 are
as follows:
<TABLE>
<CAPTION>
DECEMBER 31, FEBRUARY 28,
1998 1998
<S> <C> <C>
IDS New Dimensions Fund $100,453,797 $ 84,099,434
IDS Mutual Fund 48,751,479 47,748,259
Common Stock - ShopKo Stores, Inc. 38,203,086 33,016,848
American Express Trust Stable Capital Fund 33,709,504 21,973,923
Templeton Foreign Fund 21,267,512 28,268,164
IDS Blue Chip Advantage Fund 20,893,727
------------ ------------
$263,279,105 $215,106,628
============ ============
</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.
* * * * * *
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<PAGE> 13
SUPPLEMENTAL SCHEDULES
FURNISHED PURSUANT TO THE
DEPARTMENT OF LABOR'S RULES AND RUGULATIONS
<PAGE> 14
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
ITEM 27A - ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES OR CURRENT
DESCRIPTION FACE VALUE COST(1) VALUE(1)
<S> <C> <C> <C>
COMMON STOCK - ShopKo Stores, Inc.* 1,148,965 $ 16,175,531 $ 38,203,086
MUTUAL FUNDS:
AIM Constellation Fund 317,828 8,929,449 9,700,121
IDS Blue Chip Advantage Fund* 1,839,722 18,646,831 20,893,727
IDS Mutual Fund* 3,743,203 48,322,061 48,751,479
IDS New Dimensions Fund* 3,482,538 69,231,273 100,453,797
Templeton Foreign Fund 2,534,864 24,107,038 21,267,512
----------- ------------ ------------
Total Mutual Funds 11,918,155 169,236,652 201,066,636
POOLED COLLECTIVE FUND -
American Express Trust Stable Capital Fund* 2,365,081 31,514,722 33,709,504
MONEY MARKET FUND -
American Express Trust Money Market Fund* 3,293,658 3,293,658 3,293,658
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
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, 04/30/99, 6.44% 1,000,000 1,000,000 1,000,000
Allstate Life Ins. Co.
#GA-5639, 09/16/99, 7.31% 1,000,000 1,000,000 1,000,000
(Continued)
</TABLE>
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<PAGE> 15
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
ITEM 27A - ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES OR CURRENT
DESCRIPTION FACE VALUE COST(1) VALUE(1)
<S> <C> <C> <C>
GUARANTEED INSURANCE CONTRACTS (Continued):
Hartford Life Ins. Co.
#GA-9997, 10/15/99, 7.43% $ 1,356,273 $ 1,356,273 $ 1,356,273
Principal Mutual Life Ins. Co.
#4-13187, 6/14/99, 7.25% 1,329,440 1,329,440 1,329,440
United of Omaha Life Ins. Co.
#SDGA-10861, 11/30/99, 7.25% 799,567 799,567 799,567
----------- ------------ ------------
TOTAL INSURANCE CONTRACTS 11,485,280 11,485,280 11,485,280
PARTICIPANTS LOANS - Interest rates
ranging 7% to 10% 11,090,159
------------ ------------
TOTAL INVESTMENTS $231,705,843 $298,848,323
============ ============
*Known to be a party-in-interest
(1) Cost and current value of certain investments represent cost plus
reinvested earnings.
(Concluded)
</TABLE>
-11-
<PAGE> 16
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
ITEM 27D - REPORTABLE TRANSACTIONS
44 WEEKS ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MATURITY
IDENTITY OF ISSUER PURCHASE PROCEEDS OR
AND DESCRIPTION PRICE SELLING PRICE COST NET GAIN
<S> <C> <C> <C> <C>
SINGLE TRANSACTIONS:
American Express Trust Money
Market Fund*
1 Purchase $15,880,739 $15,880,739
1 Purchase 26,461,897 26,461,897
1 Sale $15,508,468 15,508,468
1 Sale 26,448,339 26,448,339
SERIES TRANSACTIONS:
IDS Mutual Fund*
90 Purchases 12,756,462 12,756,462
164 Sales 7,441,601 6,665,431 $ 776,170
IDS New Dimensions Fund*
115 Purchases 23,453,329 23,453,329
135 Sales 17,496,538 11,312,109 6,184,429
IDS Blue Chip Advantage Fund*
157 Purchases 10,500,212 10,500,212
75 Sales 3,429,071 3,200,831 228,240
American Express Trust Stable
Capital Fund*
13 Purchases 14,754,380 14,754,380
7 Sales 4,504,682 4,099,454 405,228
American Express Trust Money
Market Fund*
2 Purchases 42,342,637 42,342,637
2 Sales 41,956,807 41,956,807
</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 20, 1999, appearing in this Annual Report on Form 11-K of the ShopKo Stores,
Inc. Profit Sharing and Super Saver Plan for the 44 weeks ended December 31,
1998.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
June 30, 1999
-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 transition report to be signed by the
undersigned there upon duly authorized.
SHOPKO STORES, INC. PROFIT SHARING AND SUPER SAVER PLAN
-------------------------------------------------------
(Name of Plan)
Date: June 30, 1999 By /s/Paul H. Freischlag, Jr.
------------------------------------------
Paul H. Freischlag, Jr.
ShopKo Stores, Inc. Profit Sharing and Super
Saver Plan Retirement Committee Member
