-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CQeb77/kMi2S4YzR3vGEqVfCiVbepCWDJKPQPtCo6Upl7ZSQDBWwelpqd7gG8/OL HCRpTrSceAP0XaQ9PLBQJg== 0000950142-05-002653.txt : 20050929 0000950142-05-002653.hdr.sgml : 20050929 20050929153136 ACCESSION NUMBER: 0000950142-05-002653 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050929 DATE AS OF CHANGE: 20050929 GROUP MEMBERS: ALVARADO CAPITAL PARTNERS, L.P. GROUP MEMBERS: BKF CAPITAL GROUP, INC. GROUP MEMBERS: JOHN A. LEVIN & CO., INC. GROUP MEMBERS: LEVCO ALTERNATIVE FUND, LTD. GROUP MEMBERS: LEVCO GP, INC. GROUP MEMBERS: PURCHASE ASSOCIATES II, L.P. GROUP MEMBERS: PURCHASE ASSOCIATES, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHOPKO STORES INC CENTRAL INDEX KEY: 0000878314 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 410985054 STATE OF INCORPORATION: WI FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41879 FILM NUMBER: 051111239 BUSINESS ADDRESS: STREET 1: 700 PILGRIM WAY CITY: GREEN BAY STATE: WI ZIP: 54304 BUSINESS PHONE: 9204972211 MAIL ADDRESS: STREET 1: PO BOX 19060 CITY: GREEN BAY STATE: WI ZIP: 54307-9060 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEVIN JOHN A & CO INC /NY/ CENTRAL INDEX KEY: 0000811349 IRS NUMBER: 133134273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE ROCKFELLER PLZ 25TH FL CITY: NEW YORK STATE: NY ZIP: 10020 MAIL ADDRESS: STREET 1: ONE ROCKEFELLER PLZ CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 sc13da4_shopko.txt AMENDMENT NO. 4 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (AMENDMENT NO. 4)* SHOPKO STORES, INC. ----------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 SHARE ----------------------------------- (Title of Class of Securities) 824911101 -------------- (CUSIP Number) NORRIS NISSIM, ESQ. JOHN A. LEVIN & CO., INC. ONE ROCKEFELLER PLAZA NEW YORK, NEW YORK 10020 TEL. NO.: (212) 332-8400 ---------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to JOHN C. KENNEDY, ESQ. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019-6064 SEPTEMBER 29, 2005 ------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ - ---------------------- -------------------- CUSIP NO. 824911101 SCHEDULE 13D Page 2 of 14 Pages - ---------------------- -------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Levco Alternative Fund, Ltd. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLO0SURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 1,521,800 ------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY ------------------------------------------- EACH REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 1,521,800 ------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,521,800 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ---------------------- -------------------- CUSIP NO. 824911101 SCHEDULE 13D Page 3 of 14 Pages - ---------------------- -------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Purchase Associates, L.P. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLO0SURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 93,400 ------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY ------------------------------------------- EACH REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 93,400 ------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,400 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ---------------------- -------------------- CUSIP NO. 824911101 SCHEDULE 13D Page 4 of 14 Pages - ---------------------- -------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Purchase Associates II, L.P. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLO0SURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 129,000 ------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY ------------------------------------------- EACH REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 129,000 ------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 129,000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ---------------------- -------------------- CUSIP NO. 824911101 SCHEDULE 13D Page 5 of 14 Pages - ---------------------- -------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alvarado Capital Partners, L.P. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLO0SURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 12,000 ------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY ------------------------------------------- EACH REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 12,000 ------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 0.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ---------------------- -------------------- CUSIP NO. 824911101 SCHEDULE 13D Page 6 of 14 Pages - ---------------------- -------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Levco GP, Inc. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS Not Applicble - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLO0SURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 234,400 ------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY ------------------------------------------- EACH REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 234,400 ------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 234,400 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ---------------------- -------------------- CUSIP NO. 824911101 SCHEDULE 13D Page 7 of 14 Pages - ---------------------- -------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John A. Levin & Co., Inc. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLO0SURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 1,818,400 ------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY ------------------------------------------- EACH REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 1,818,400 ------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,818,400 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IA - -------------------------------------------------------------------------------- - ---------------------- -------------------- CUSIP NO. 824911101 SCHEDULE 13D Page 8 of 14 Pages - ---------------------- -------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BKF CAPITAL GROUP, INC. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLO0SURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 1,818,400 ------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY ------------------------------------------- EACH REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 1,818,400 ------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,818,400 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ---------------------- -------------------- CUSIP NO. 824911101 SCHEDULE 13D Page 9 of 14 Pages - ---------------------- -------------------- Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement, dated July 14, 2005, as amended by Amendment No. 1, dated August 23, 2005, Amendment No. 2, dated August 24, 2005, and Amendment No. 3, dated September 2, 2005 (as amended, the "Schedule 13D"), relating to the common stock, par value $.01 per share (the "Common Stock"), of ShopKo Stores, Inc., a Wisconsin corporation (the "Company"). This Amendment No. 4 to the Schedule 13D is being filed on behalf of each of the following persons (each a "Reporting Person" and collectively, the "Reporting Persons"): (i) Levco Alternative Fund, Ltd., a Cayman Islands company ("Levco"), (ii) Purchase Associates, L.P., a Delaware limited partnership ("Purchase"), (iii) Purchase Associates II, L.P., a Delaware limited partnership ("Purchase II"), (iv) Alvarado Capital Partners, L.P., a Delaware limited partnership ("Alvarado"), (v) Levco GP, Inc., a Delaware corporation ("Levco GP"), (vi) John A. Levin & Co., Inc., a Delaware corporation ("Levin & Co.") and (vii) BKF Capital Group, Inc., a Delaware corporation ("BKF"). Item 1. SECURITY AND ISSUER. No material change. Item 2. IDENTITY AND BACKGROUND. No material change. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No material change Item 4. PURPOSE OF TRANSACTION. This Item 4 is hereby amended by adding the following: "On August 25, 2005, the Proxy Filers filed a preliminary proxy statement on Schedule 14A (as amended by Amendment No. 1 filed by the Reporting Persons et. al. on September 1, 2005, Amendment No. 2 filed on September 8, 2005, Amendment No. 3 filed on September 15, 2005 and Amendment No. 4 filed on September 27, 2005, the "Proxy Statement") with the Securities and Exchange Commission in connection with their intention to solicit proxies for the September 14, 2005 special meeting of the Issuer, which meeting was subsequently postponed until October 10, 2005 (the "Special Meeting"). On September 29, 2005, prior to the Reporting Persons' filing of a definitive proxy statement for use in soliciting proxies for the Special Meeting, the Issuer announced that the parties to the proposed Merger have agreed to increase the consideration offered to stockholders in the proposed Merger to $25.50 per share. In connection with the agreement to increase the consideration offered to stockholders in the proposed Merger, the certain of the parties to the Merger requested that the Reporting Persons agree to vote their shares of Common Stock of the Issuer in favor of the Merger. After discussions between representatives of the Reporting Persons and Badger Retail Holding, Inc. and Badger Acquisition Corp., affiliates of Goldner Hawn Johnson & Morrison Incorporated, a Minneapolis-based private equity firm, regarding the Merger, the Reporting Persons entered into a voting agreement with Badger Retail Holding, Inc. and Badger Acquisition Corp., dated as of September 29, 2005 (the "Voting Agreement"), pursuant to which the Reporting Persons have agreed to vote their shares of Common Stock of the Issuer in favor of the Merger, subject to the terms and conditions set forth in the Voting Agreement. A copy of the Voting Agreement has been filed as Exhibit 10 hereto. In addition, the Reporting Persons have also entered into an agreement with Badger Retail Holding, Inc. and Badger Acquisition Corp. pursuant to which Badger Retail Holding, Inc. and Badger Acquisition Corp. have agreed to cause the Issuer promptly following the closing of the Merger to reimburse the Reporting Persons for their actual out-of-pocket fees and expenses up to $300,000. - ---------------------- -------------------- CUSIP NO. 824911101 SCHEDULE 13D Page 10 of 14 Pages - ---------------------- -------------------- The Reporting Persons have agreed to vote their shares of Common Stock of the Issuer in favor of the Merger and, therefore, will not proceed with their previously announced intention to solicit proxies for the Special Meeting pursuant to the Proxy Statement. As a result, the Reporting Persons will be notifying the Securities and Exchange Commission of their decision to withdraw the Proxy Statement. Depending upon the Issuer's future development, the Reporting Persons may from time to time purchase or sell shares of Common Stock of the Issuer to increase or decrease their holdings in the Issuer, PROVIDED, that any actions taken by the Reporting Persons in this regard will be consistent with the obligations of the Reporting Persons set forth in the Voting Agreement. Except as stated above, there has been no change in the plans and intentions of the Reporting Persons." Item 5. INTEREST IN SECURITIES OF THE ISSUER. No material change. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. This Item 6 is hereby amended and restated in its entirety as follows: "On September 29, 2005, the Reporting Persons entered into an Voting Agreement with Badger Retail Holding, Inc. and Badger Acquisition Corp as described in the response above to Item 4." Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 9: Joint Filing Agreement, dated September 29, 2005, among the Reporting Persons. Exhibit 10: Voting Agreement, dated as of September 29, 2005, by and among the Reporting Persons and Badger Retail Holding, Inc. and Badger Acquisition Corp., affiliates of Goldner Hawn Johnson & Morrison Incorporated. - ---------------------- -------------------- CUSIP NO. 824911101 SCHEDULE 13D Page 11 of 14 Pages - ---------------------- -------------------- SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 29, 2005 LEVCO ALTERNATIVE FUND, LTD. By: John A. Levin & Co., Inc., its investment adviser By: /s/ Norris Nissim ----------------------------------- Name: Norris Nissim Title: Vice President and General Counsel PURCHASE ASSOCIATES L.P. By: Levco GP, Inc., its managing general partner By: /s/ Norris Nissim ----------------------------------- Name: Norris Nissim Title: Vice President and General Counsel PURCHASE ASSOCIATES II, L.P. By: Levco GP, Inc., its managing general partner By: /s/ Norris Nissim ----------------------------------- Name: Norris Nissim Title: Vice President and General Counsel ALVARADO CAPITAL PARTNERS, L.P. By: Levco GP, Inc., its managing general partner By: /s/ Norris Nissim ----------------------------------- Name: Norris Nissim Title: Vice President and General Counsel LEVCO GP, INC. By: /s/ Norris Nissim ----------------------------------- Name: Norris Nissim Title: Vice President and General Counsel - ---------------------- -------------------- CUSIP NO. 824911101 SCHEDULE 13D Page 12 of 14 Pages - ---------------------- -------------------- JOHN A. LEVIN & CO., INC. By: /s/ Norris Nissim ----------------------------------- Name: Norris Nissim Title: Vice President and General Counsel BKF CAPITAL GROUP, INC. By: /s/ Norris Nissim ----------------------------------- Name: Norris Nissim Title: Vice President and General Counsel EX-99 2 ex-9sc13da4_shopko.txt EXHIBIT 9 EXHIBIT 9 --------- JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the "Schedule 13D"), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts. Dated: September 29, 2005 LEVCO ALTERNATIVE FUND, LTD. By: John A. Levin & Co., Inc., its investment adviser By: /s/ Norris Nissim ----------------------------------- Name: Norris Nissim Title: Vice President and General Counsel PURCHASE ASSOCIATES L.P. By: Levco GP, Inc., its managing general partner By: /s/ Norris Nissim ----------------------------------- Name: Norris Nissim Title: Vice President and General Counsel PURCHASE ASSOCIATES II, L.P. By: Levco GP, Inc., its managing general partner By: /s/ Norris Nissim ----------------------------------- Name: Norris Nissim Title: Vice President and General Counsel ALVARADO CAPITAL PARTNERS, L.P. By: Levco GP, Inc., its managing general partner By: /s/ Norris Nissim ----------------------------------- Name: Norris Nissim Title: Vice President and General Counsel LEVCO GP, INC. By: /s/ Norris Nissim ----------------------------------- Name: Norris Nissim Title: Vice President and General Counsel JOHN A. LEVIN & CO., INC. By: /s/ Norris Nissim ----------------------------------- Name: Norris Nissim Title: Vice President and General Counsel BKF CAPITAL GROUP, INC. By: /s/ Norris Nissim ----------------------------------- Name: Norris Nissim Title: Vice President and General Counsel EX-4 3 ex-10sc13da4_shopko.txt EXHIBIT 10 EXHIBIT 10 ---------- BADGER RETAIL HOLDING, INC. September 29, 2005 In connection with the willingness of Badger Retail Holding, Inc. ("Parent") and Badger Acquisition Corp. ("Acquisition Sub") to enter into a second amendment to the Agreement and Plan of Merger (as amended on September 9, 2005 and September 29, 2005, the "Merger Agreement") by and among Parent, Acquisition Sub and ShopKo Stores, Inc. (the "Company"), dated as of April 7, 2005, pursuant to which Acquisition Sub will merge with and into the Company and all of the outstanding shares of the Company shall be converted into the right to receive $25.50 in cash per share (the "Merger"), Parent and Acquisition Sub have requested that Levco Alternative Fund, Ltd., Purchase Associates L.P., Purchase Associates II, L.P., Alvarado Capital Partners, L.P., Levco GP, Inc., John A. Levin & Co., Inc. and BKF Capital Group, Inc. (collectively, the "Levco Shareholders") agree, and each of the Levco Shareholders have agreed, to enter into this voting agreement (the "Agreement") with respect to all of the Shares (hereinafter defined), pursuant to which the Levco Shareholders will undertake to take certain actions and do certain things in respect of the Merger in accordance with the terms and conditions set forth herein. This Agreement is being made and created pursuant to Section 180.0731 of the Wisconsin Business Corporation Law. The Merger is summarized in the Merger Agreement (and the schedules thereto) and capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement. Each Levco Shareholder, severally and not jointly, represents and warrants to Parent and Acquisition Sub that as of August 1, 2005 and the date hereof such Levco Shareholder legally and/or beneficially owns (as such term is defined in Rule 13d-3 promulgated under the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) the shares of Company Common Stock as set forth opposite the name of such Levco Shareholder on Schedule A to this Agreement (such shares of Company Common Stock, together with any shares of Company Common Stock the voting power over which is acquired by any of the Levco Shareholders after the date of this Agreement, collectively the "Shares"). Each Levco Shareholder severally and not jointly represents and warrants that as of the date hereof it has voting power (either sole or shared with other Levco Shareholders) over the Shares set forth opposite its name on Schedule A, and has the sole or shared right of disposition over such Shares and the power to agree to all of the matters set forth in this Agreement. Each Levco Shareholder severally and not jointly represents and warrants that as of the date hereof it (either alone or with other Levco Shareholders) has good title to the Shares set forth opposite its name on Schedule A, free and clear of any and all Liens. Each Levco Shareholder severally and not jointly represents that as of the date hereof it has not appointed or granted any proxies or powers of attorney or attorney in fact with respect to the Shares, or deposited any of the Shares into a voting trust or entered into a voting agreement, understanding or arrangement with respect to the voting of any of the Shares, which is still effective. Each Levco Shareholder covenants with Parent and Acquisition Sub that between the date of this Agreement and the earlier of: (a) the date of termination of the Merger Agreement in accordance with its terms, (b) the effectiveness of any amendment or modification to the Merger Agreement that reduces the consideration to be paid in the Merger for the conversion of Company Common Stock to less than $25.50 in cash per share, (c) the Effective Time of the Merger or (d) the close of business on November 1, 2005 (such earlier date being the "Expiry Date") such Levco Shareholder shall not (i) except as otherwise provided herein, grant any proxies or powers of attorney or attorney in fact, or deposit any of the Shares into a voting trust or enter into a voting agreement, understanding or arrangement with respect to the voting of any of the Shares, (ii) sell (including short sales), transfer, gift, assign, pledge, hypothecate, encumber, convert or otherwise dispose of any of the Shares or enter into any agreement, arrangement or understanding in connection therewith, or (iii) directly or indirectly through another Person, solicit, initiate or knowingly encourage, or take any other action designed to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal by any Third Party. This Agreement shall terminate at the Expiry Date. The representations and warranties made herein shall terminate upon termination of this Agreement. Notwithstanding the foregoing, any claims hereunder for breaches of representations, warranties and covenants arising prior to the Expiry Date shall survive the termination of this Agreement. Pursuant to the above, each of the Levco Shareholders irrevocably undertakes, until the Expiry Date, to appear, either in person or by proxy, at any meeting of the Company shareholders and to vote (or cause to be voted) all of the Shares at any such meeting, and in any action by written consent of the Company shareholders (i) in favor of the approval, consent, ratification and adoption of the Merger Agreement (and any actions required in furtherance thereof), (ii) against any Company Alternative Transaction, and (iii) against any actions or agreements that would impede, frustrate, hinder, delay, prevent or nullify this Agreement or the Merger Agreement or the transactions contemplated thereunder. Each Levco Shareholder shall not enter into any agreement or understanding with any person or entity prior to the termination of this Agreement to vote or give instructions in a manner inconsistent this Agreement. In furtherance and not in limitation of the foregoing, each Levco Shareholder hereby grants an irrevocable proxy, with effect until the Expiry Date, to Parent and hereby constitutes and appoints Parent, or any nominee of Parent, as it attorney-in-fact and proxy, with full power of substitution, for and in its name, place and stead, to vote (by written consent or otherwise) the Shares which such Levco Shareholder is entitled to vote at any meeting of the shareholders of the Company, on the matters and in the manner set forth in the previous paragraph. Each Levco Shareholder hereby confirms that this proxy is being given in connection with the execution of the second amendment to the Merger Agreement and intends THIS PROXY TO BE IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Levco Shareholder hereby revokes all previous proxies and powers of attorney granted with respect to the Shares that relate to the approval of the Merger, and no subsequent proxy or power of 2 attorney shall be given by such Levco Stockholder that relates to the approval of the Merger. Each of the Levco Shareholders agrees to promptly take all reasonably necessary and appropriate actions to withdraw the Preliminary Proxy Statement, dated August 24, 2005 (as amended), filed with the Securities and Exchange Commission by the Levco Shareholders and certain other Persons. Each of the Levco Shareholders agrees to details of this Agreement being set out in any proxy solicitation materials produced by the Company in connection with the Merger and to this Agreement being available for inspection to the extent required by Law. Each of the Levco Shareholders further agrees that in all public comments made by them (including in response to any media inquiries) with respect to the Merger they will voice their support for the Merger. Each of the Levco Shareholders hereby severally and not jointly represents and warrants to Parent and Acquisition Sub that: such Levco Shareholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated by this Agreement; this Agreement has been duly and validly executed and delivered by such Levco Shareholder and, assuming due execution and delivery by each of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of such Levco Shareholder enforceable against such Levco Shareholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights, and to general equitable principles; and the execution and delivery of this Agreement by such Levco Shareholder does not, and the performance of this Agreement by such Levco Shareholder will not, (i) conflict with or violate the certificate of incorporation, limited partnership agreement or equivalent organizational documents, as the case may be, of such Levco Shareholder, (ii) conflict with or violate any applicable Law by which any property or asset of such Levco Shareholder is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares (other than pursuant to this Agreement) pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of such Levco Shareholder (including any trust agreement, voting agreement, stockholders agreement or voting trust), except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or delay the performance by such Levco Shareholder of its obligations under this Agreement. Each of Parent and Acquisition Sub hereby jointly and severally represents and warrants to the Levco Shareholders that: each of Parent and Acquisition Sub is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions 3 contemplated by this Agreement; this Agreement has been duly and validly executed and delivered by Parent and Acquisition Sub and, assuming due execution and delivery by each of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of Parent and Acquisition Sub enforceable against Parent and Acquisition Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights, and to general equitable principles; and the execution and delivery of this Agreement by Parent and Acquisition Sub does not, and the performance of this Agreement by Parent and Acquisition Sub will not, (i) conflict with or violate the certificate of incorporation or equivalent organizational documents, as the case may be, of Parent or Acquisition Sub, (ii) conflict with or violate any applicable Law by which any properties or assets of Parent or Acquisition Sub are bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Acquisition Sub (including any trust agreement, voting agreement, stockholders agreement or voting trust), except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or delay the performance by Parent or Acquisition Sub of its obligations under this Agreement. This Agreement is governed by the laws of the State of Wisconsin. Each party submits to the exclusive jurisdiction of the courts of competent jurisdiction in the State of Wisconsin in respect of any action or proceeding relating to this Agreement. The parties shall not raise any objection to the venue of any proceedings in any such court, including the objection that the proceedings have been brought in an inconvenient forum. The parties hereto agree that irreparable damage would occur in the event any of the provisions of this Agreement were not to be performed in accordance with the terms hereof and that the parties shall be entitled to seek specific performance of the terms hereof in addition to any other remedies at Law or in equity. This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any Person or entity who or which is not a party hereto, nor shall it confer upon any other Person any rights or remedies hereunder. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. This Agreement may be executed by facsimile and in one or more counterparts, all of which shall be considered one and the same agreement. [SIGNATURE PAGE FOLLOWS] 4 IN WITNESS WHEREOF, this Agreement has been agreed and accepted this 29th day of September, 2005. BADGER RETAIL HOLDING, INC. By: /s/ Michael S. Israel -------------------------------------- Name: Michael S. Israel Title: Secretary and Treasurer BADGER ACQUISITION CORP. By: /s/ Michael S. Israel -------------------------------------- Name: Michael S. Israel Title: Secretary and Treasurer LEVCO ALTERNATIVE FUND, LTD. By: John A. Levin & Co., Inc., its investment adviser By: /s/ Norris Nissim -------------------------------------- Name: Norris Nissim Title: Vice President and General Counsel PURCHASE ASSOCIATES L.P. By: Levco GP, Inc., its managing general partner By: /s/ Norris Nissim -------------------------------------- Name: Norris Nissim Title: Vice President and General Counsel PURCHASE ASSOCIATES II, L.P. By: Levco GP, Inc., its managing general partner By: /s/ Norris Nissim -------------------------------------- Name: Norris Nissim Title: Vice President and General Counsel ALVARADO CAPITAL PARTNERS, L.P. By: Levco GP, Inc., its managing general partner By: /s/ Norris Nissim -------------------------------------- Name: Norris Nissim Title: Vice President and General Counsel JOHN A. LEVIN & CO., INC. By: /s/ Norris Nissim -------------------------------------- Name: Norris Nissim Title: Vice President and General Counsel LEVCO GP, INC. By: /s/ Norris Nissim -------------------------------------- Name: Norris Nissim Title: Vice President and General Counsel BKF CAPITAL GROUP, INC. By: /s/ Norris Nissim -------------------------------------- Name: Norris Nissim Title: Vice President and General Counsel 6 SCHEDULE A SHARES LEVCO SHAREHOLDER: NUMBER OF SHARES: - ------------------ ----------------- Levco Alternative Fund, Ltd. 1,521,800 Purchase Associates L.P. 93,400 Purchase Associates II, L.P. 129,000 Alvarado Capital Partners, L.P. 12,000 Levco GP, Inc. 234,400 John A. Levin & Co., Inc. 1,818,400 BKF Capital Group, Inc. 1,818,400 -----END PRIVACY-ENHANCED MESSAGE-----