Shopko Stores Inc – ‘8-K’ for 7/6/99

On:  Tuesday, 7/13/99   ·   For:  7/6/99   ·   Accession #:  1077604-99-155   ·   File #:  1-10876

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         6     18K 
 2: EX-1.1      Form of Purchase Agreement                            45    179K 
 3: EX-5.1      Opinion of Godfrey and Kahn                            2      9K 

8-K   —   Current Report
Document Table of Contents

8-K
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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): July 6, 1999 

SHOPKO STORES, INC. 
(Exact name of registrant as specified in its charter)  

    Wisconsin                       1-10876                 41-0985054
(State or other jurisdiction     (Commission file number)      (IRS Employer    
      of incorporation)                                      Identification No.)

700 Pilgrim Way 
Green Bay, Wisconsin 54304  
(Address of principal executive offices)  

Registrant's telephone number, including area code: (920) 497-2211  

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Item 2.  Acquisition or Disposition of Assets.                                  

On July 6, 1999, ShopKo Merger Corp. ("Merger Corp."), a wholly owned subsidiary
of ShopKo Stores, Inc. ("ShopKo"), consummated its tender offer for the         
outstanding voting common stock of Pamida Holdings Corporation ("Pamida").  The 
tender offer commenced on May 17, 1999  pursuant  to an  Agreement and Plan of  
Merger,  dated as of  May 10, 1999,  by and among ShopKo, Merger Corp. and      
Pamida (the "Merger Agreement"). Approximately 98% of Pamida's voting common    
stock was acquired by Merger Corp. pursuant to the tender offer.                

Also on July 6, 1999, Merger Corp. purchased 3,050,473 shares of Pamida         
nonvoting common stock from 399 Venture Partners, Inc. ("399 Venture Partners"),
pursuant to a Stockholder and Purchase Agreement dated as of May 10, 1999 by and
among ShopKo, Merger Corp. and 399 Venture Partners (the "Stockholder           
Agreement").  The acquisition of the voting common stock and non-voting common  
stock are collectively referred to in this Form 8-K as the "Pamida              
Acquisition."                                                                   

The Merger Agreement and the Stockholder Agreement were filed as Exhibits       
99(c)(1) and 99(c)(2), respectively, to  ShopKo's and Merger Corp.'s Schedule   
14D-1  filed with the Securities and Exchange Commission on May 17, 1999 and are
incorporated herein by reference.                                               

In consummation of the Pamida Acquisition, up to $104,383,955 is expected to be 
disbursed as follows:  (i) $67,943,288 was disbursed on July 6, 1999 to         
tendering holders of the voting common stock; (ii) $35,080,439 was disbursed on 
July 6, 1999 to 399 Venture Partners; and (iii) up to $1,360,324 is expected to 
be disbursed to non-tendering holders of the voting common stock.  ShopKo       
utilized cash from its operations to fund the Pamida Acquisition.               

On July 9, 1999, Merger Corp. was merged with and into Pamida, with Pamida being
the surviving corporation.  As a result of this merger, ShopKo owns all of the  
outstanding capital stock of Pamida.                                            

The Pamida Acquisition will be accounted for under the purchase method of       
accounting.  The Company expects that the Pamida Acquisition will be accretive  
to earnings in the current fiscal year, excluding the effects of non-recurring  
charges related to the transaction, expected to be in the range of $5 to $8     
million.  The non-recurring charges reflect the costs of employee retention     
programs and various integration initiatives.                                   

This Form 8-K contains forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995,      
including statements regarding the expected financial results of and charges    
related to the Pamida Acquisition.  Such                                        

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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 Annual Report on 
Form 10-K, ShopKo's Registration Statement on Form S-3 (Reg. No. 333-79763), and
such other factors as may be described from time to time in ShopKo's subsequent 
SEC filings. Such factors are incorporated herein by reference.                 

Item 5.  Other Events.                                                          

Attached hereto as Exhibits 1.1, 5.1 and 23.1 are the Form of Purchase          
Agreement, Opinion of Godfrey & Kahn, S.C. and Consent of Godfrey & Kahn, S.C.  
which are being filed in connection with ShopKo's Registration Statement on Form
S-3 (Registration No. 333-79763) which was initially filed with the Securities  
and Exchange Commission on June 2, 1999.                                        

Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits.     

(a)  Financial Statements.                                            

The financial statements required by Item 7(a) are not included in this initial 
report on Form 8-K.  In accordance with Item 7(a)(4) of  Form 8-K, such         
financial statements shall be filed by amendment to this Form 8-K no later than 
60 days after July 21, 1999.                                                    

(b) Pro Forma Financial Information                                   

The pro forma financial information required by Item 7(b) is not included in    
this initial report on Form 8-K.  In accordance with Item 7(b) of Form  8-K,    
such pro forma financial information shall be filed by amendment to this Form 8-
K no later than 60 days after July 21, 1999.                                    

(c)  Exhibits                                                         

Exhibit No.    Description                                                      
-----------    -----------                                                      

1.1        Form of Purchase Agreement.                                  

2.1        Agreement and Plan of Merger dated as of May 10, 1999 by and 
           among ShopKo Stores, Inc. its wholly-owned subsidiary, ShopKo
         Merger Corp., and Pamida Holdings Corporation (incorporated
         by reference to Exhibit 99(c)(1) to the ShopKo Stores, Inc.
            and ShopKo Merger Corp. Schedule 14D-1 filed on May 17, 1999).

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 2.2        Stockholder and Purchase Agreement dated as of May 10, 1999 by
        and among ShopKo Stores, Inc. its wholly-owned subsidiary,
 ShopKo Merger Corp., and 399 Venture Partners, Inc.
          (incorporated by reference to Exhibit 99(c)(2) to the ShopKo
          Stores, Inc. and ShopKo Merger Corp. Schedule 14D-1 filed on
May 17, 1999).                                    

5.1        Opinion and Consent of Godfrey & Kahn, S.C.                  

23.1        Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1).    

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SIGNATURE     

    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.                                           

                       SHOPKO STORES, INC.

Date: July 13, 1999                       /s/  Richard D. Schepp                
                                         -------------------------------------
                     Richard D. Schepp
                                          Senior Vice President, General Counsel
                 and Secretary

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EXHIBIT INDEX 

Exhibit No.    Description                                                      
-----------    -----------                                                      

1.1        Form of Purchase Agreement.                                  

2.1        Agreement and Plan of Merger dated as of May 10, 1999 by and 
           among ShopKo Stores, Inc. its wholly-owned subsidiary, ShopKo
            Merger Copr., and Pamida Holdings Corporation (incorporated by
          reference to Exhibit 99(c)(1) to the ShopKo Stores, Inc. and
        ShopKo Merger Corp. Schedule 14D-1 filed on May 17, 1999).

 2.2        Stockholder and Purchase Agreement dated as of May 10, 1999 by
        and among ShopKo Stores, Inc. its wholly-owned subsidiary,
 ShopKo Merger Corp., and 399 Venture Partners, Inc.
          (incorporated by reference to Exhibit 99(c)(2) to the ShopKo
          Stores, Inc. and ShopKo Merger Corp. Schedule 14D-1 filed on
May 17, 1999).                                    

5.1        Opinion and Consent of Godfrey & Kahn, S.C.                  

23.1        Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1).    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		7/21/99		3
Filed on:		7/13/99		5
		7/9/99		2
For Period End:		7/6/99		1		2			11-K,  8-K/A,  SC 13D/A,  SC 14D1/A
		6/2/99		3					10-Q,  S-3
		5/17/99		2		6			SC 14D1
		5/10/99		2		6
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