8-K

UNITED STATES

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):  August 16, 2005

SHOPKO STORES, INC.

(Exact name of registrant as specified in its charter)

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

700 Pilgrim Way

Green Bay, Wisconsin 54304

(Address of principal executive offices)

Registrant’s telephone number, including area code: (920) 429-2211

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03

Material Modifications to the Rights of Security Holders.

In connection with the previously announced offer (the “Offer”) by ShopKo Stores, Inc. (the “Company”) to purchase any and all of the Company’s outstanding 9.25% Senior Notes Due 2022 (the “Notes”), on August 16, 2005, the Company entered into the Second Supplemental Indenture dated as of August 16, 2005 (the “Second Supplemental Indenture”) between the Company and U.S. Bank, National Association (f/k/a First Trust National Association), as trustee (the “Trustee”), to the Indenture dated as of March 12, 1992 (the “Indenture”) between the Company and the Trustee, as supplemented by the First Supplemental Indenture dated as of May 22, 1998 between the Company and the Trustee, relating to the Notes.

The Second Supplemental Indenture contains amendments to the Indenture eliminating certain events of default and substantially all of the restrictive covenants in the Indenture, including those relating to limitations on the Company’s ability to incur additional liens or undertake certain sale and leaseback transactions and on the Company’s ability to enter into a merger, consolidation, asset sale or similar transactions.  The Second Supplemental Indenture became effective immediately upon its execution.  If the Offer is terminated or withdrawn, or if the Notes properly tendered are not accepted for payment for any reason, the Second Supplemental Indenture will automatically be rescinded and be of no force and effect as if the Second Supplemental Indenture had never been executed.

The Second Supplemental Indenture is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 8.01

Other Events.

On August 16, 2005, the Company issued a press release (the “Press Release”) announcing that pursuant to the Offer, holders of a majority in principal amount the Notes have provided the requisite consents to amend the Indenture as described in Item 3.03 hereof.  The Offer is scheduled to expire on Wednesday, August 24, 2005 at 5:00 p.m., New York City time, unless further extended or terminated by the Company.

The Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.	Description
4.1	Second Supplemental Indenture dated August 16, 2005
99.1	Press Release dated August 16, 2005

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:  August 16, 2005

/s/ Peter G. Vandenhouten                                 

Peter G. Vandenhouten

Assistant General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
4.1	Second Supplemental Indenture dated August 16, 2005
99.1	Press Release dated August 16, 2005

EX-4.1

Exhibit 4.1

SHOPKO STORES, INC.

9.25% SENIOR NOTES DUE 2022

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF AUGUST 16, 2005

U.S. BANK NATIONAL ASSOCIATION

AS TRUSTEE

SECOND SUPPLEMENTAL INDENTURE, dated as of August 16, 2005 (this “Second Supplemental Indenture”), between SHOPKO STORES, INC., a Wisconsin corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION (f/k/a First Trust National Association), a national banking association duly organized under the laws of the United States as trustee (the “Trustee”).

WHEREAS, ShopKo Stores, Inc., a Minnesota corporation (“Minnesota ShopKo”) and First National Trust Association, the initial trustee are parties to an Indenture, dated as of March 12, 1992 (the “Existing Indenture”), as supplemented by the first supplemental indenture between the Company, as successor to Minnesota ShopKo, and the Trustee, dated as of May 22, 1998 (the First Supplemental Indenture” and together with the Existing Indenture, the “Indenture”), pursuant to which Minnesota ShopKo issued the 9.25% Senior Notes Due 2022 (the “Securities”);

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company to authorize and approve the proposed amendments to and waivers of certain provisions of the Indenture (the “Proposed Amendments”);

WHEREAS, Section 902 of the Indenture provides that the Company and the Trustee may amend the Indenture and the Securities with the written consent of the Holders of not less than a majority in principal amount of the Securities then outstanding;

WHEREAS, the Company has distributed an Offer to Purchase and Consent Solicitation Statement, dated June 30, 2005 (the “Statement”), and accompanying Letter of Transmittal and Consent to the Holders of the Securities in connection with the Proposed Amendments as described in the Statement;

WHEREAS, the Holders of not less than a majority in principal amount of the Securities outstanding have approved the Proposed Amendments; and

WHEREAS, the execution and delivery of this instrument have been duly authorized and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with;

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, it is mutually covenanted and agreed, for the equal proportionate benefit of all Holders of the Securities, as follows:

ARTICLE 1.

AMENDMENTS TO ARTICLE ONE—DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1.  Upon the effective date of this Second Supplemental Indenture, certain definitions shall be deemed deleted when references to such definitions would be eliminated as a result of the amendments described herein.

ARTICLE 2.

AMENDMENTS TO ARTICLE FIVE—REMEDIES

Section 2.1.  Section 501(4) of the Indenture is hereby amended to read in its entirety as set forth below:

(4)  Intentionally omitted.

Section 2.2.  Section 501(5) of the Indenture is hereby amended to read in its entirety as set forth below:

(5)  Intentionally omitted.

ARTICLE 3.

AMENDMENTS TO ARTICLE EIGHT—CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 3.1.  Section 801 of the Indenture is hereby amended to read in its entirety as set forth below:

Section 801.  Intentionally omitted.

Section 3.2.  Section 802 of the Indenture is hereby amended to read in its entirety as set forth below:

Section 802.  Intentionally omitted.

ARTICLE 4.

AMENDMENTS TO ARTICLE TEN—COVENANTS

Section 4.1.  Section 1008 of the Indenture is hereby amended to read in its entirety as set forth below:

Section 1008.  Intentionally omitted.

Section 4.2.  Section 1009 of the Indenture is hereby amended to read in its entirety as set forth below:

Section 1009.  Intentionally omitted.

Section 4.3.  Section 1010 of the Indenture is hereby amended to read in its entirety as set forth below:

Section 1010.  Intentionally omitted.

ARTICLE 5.

AMENDMENTS TO THE SECURITIES

Section 5.1.  The Securities include certain of the foregoing provisions from the Indenture. Upon the effective date of the Second Supplemental Indenture, such provisions from the Securities shall be deemed deleted or amended, as applicable.

ARTICLE 6.

MISCELLANEOUS

Section 6.1.  All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Indenture.

Section 6.2.  Upon execution and delivery of this Second Supplemental Indenture, the terms and conditions of this Second Supplemental Indenture shall be part of the terms and conditions of the Indenture for any and all purposes, and all the terms and conditions of both shall be read together as though they constitute one and the same instrument, except that in case of conflict, the provisions of this Second Supplemental Indenture will control.

Section 6.3.  Notwithstanding an earlier execution date, in the event the offer made to Holders pursuant to the Statement and the accompanying Letter of Transmittal and Consent,  is terminated, withdrawn or otherwise not consummated after the date of the execution and delivery of this Second Supplemental Indenture, then this Second Supplemental Indenture shall automatically be rescinded and be of no force and effect as if this Second Supplemental Indenture had never been executed.

Section 6.4.  Each of the Company and the Trustee hereby confirms and reaffirms the Indenture in every particular except as amended and supplemented by this Second Supplemental Indenture.

Section 6.5.  All covenants and agreements in this Second Supplemental Indenture by the Company or the Trustee shall bind their respective successors and assigns, whether so expressed or not.

Section 6.6.  In case any provisions in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 6.7.  Nothing in this Second Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Securities, any benefit or any legal or equitable right, remedy or claim under the Indenture.

Section 6.8.  The parties may sign any number of copies of this Second Supplemental Indenture.  Each signed copy shall be an original, but all of them together shall represent the same agreement.  One signed copy is enough to prove this Second Supplemental Indenture.

Section 6.9.  This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, but without regard to principles of conflicts of law.  

Section 6.11.  The Trustee has accepted the amendment of the Indenture effected by this Second Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee.

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.

SHOPKO STORES, INC.

By:

/s/ Brian W. Bender

Name:  Brian W. Bender

Title:  SVP—Chief Financial Officer

U.S. BANK NATIONAL ASSOCIATION

By:

/s/ Richard Prokosch

Name:  Richard Prokosch

Title:  Vice President

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:

AUGUST 16, 2005

SHOPKO RECEIVES REQUISITE CONSENTS TO AMEND
INDENTURE FOR $100MM 9-1/4% SENIOR NOTES DUE 2022:

Amendments will eliminate substantially all

restrictive covenants and certain events of default

GREEN BAY, Wis. (August 16, 2005): ShopKo Stores, Inc. (NYSE: SKO) announced today that pursuant to its previously announced offer to purchase (the "Offer") any and all of its outstanding $100 million 9-1/4% Senior Notes due 2022 (the “Notes”), holders of a majority in principal amount of the Notes have tendered Notes into the Offer and provided the requisite consents to amend the indenture governing the Notes.  ShopKo intends to execute a supplemental indenture promptly, which will eliminate substantially all of the restrictive covenants and certain events of default in the indenture governing the Notes.

The Offer is scheduled to expire on Wednesday, August 24, 2005 at 5:00 p.m., New York City time, unless further extended or earlier terminated by ShopKo.  The terms of the Offer and Consent Solicitation, including the proposed amendments to the indenture governing the Notes, are described in the Offer to Purchase and Consent Solicitation Statement dated June 30, 2005, as amended by a Supplement dated August 10, 2005, copies of which may be obtained from Global Bondholder Services Corporation, the information agent for the Offer, at (866) 736-2200 (US toll free) or (212) 430-3774 (collect).

Banc of America Securities LLC and Morgan Stanley & Co. Incorporated are acting as the dealer managers for the Offer.  Questions regarding the Offer may be directed to Banc of America Securities LLC, the lead dealer manager, at (212) 847-5834 or (888) 292-0070.

THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO PURCHASE OR SELL OR A SOLICITATION OF CONSENTS WITH RESPECT TO ANY SECURITIES.  THE OFFER AND CONSENT SOLICITATION ARE BEING MADE SOLELY BY THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT DATED JUNE 30, 2005, AS AMENDED.  

ShopKo Stores, Inc. is a retailer of quality goods and services headquartered in Green Bay, Wis., with stores located throughout the Midwest, Mountain and Pacific Northwest regions. Retail formats include 140 ShopKo stores, providing quality name-brand merchandise, great values, pharmacy and optical services in mid-sized to larger cities; 223 Pamida stores, 116 of which contain pharmacies, bringing value and convenience close to home in small, rural communities; and three ShopKo Express Rx stores, a new and convenient neighborhood drugstore concept. With more than $3.0 billion in annual sales, ShopKo Stores, Inc. is listed on the New York Stock Exchange under the symbol SKO. For more information about ShopKo, Pamida or ShopKo Express Rx, visit our Web site at www.shopko.com.

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding expected sales and other financial results. Such statements are subject to important factors that could cause ShopKo’s actual results to differ materially from those anticipated by the forward-looking statements including 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; and such factors are incorporated by reference.