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): ~~September~~October 3017, 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, including zip code)

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 Securities 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 8.01

Other Events.

On ~~September~~October 3016, 2005, ShopKo Stores, Inc. (the “Company”) received ana ~~unsolicited non-~~binding ~~proposal~~written offer from ~~Sun~~an ~~Capital~~affiliate ~~Partners~~of ~~Group~~Sun ~~IV,~~Capital ~~Inc., Developers Diversified Realty Corporation, Lubert-Adler~~ Partners ~~and Elliott Management Corporation~~ (~~the~~ “~~Third~~Sun ~~Party Group~~Capital”)~~. The~~ ~~non-binding~~to ~~proposal~~acquire ~~contemplates~~ the ~~acquisition of the~~ Company ~~for~~at $26.50 per share, ~~states~~on ~~that~~terms itsubstantially isthe ~~not~~same ~~subject~~as tothe ~~any~~previously ~~financing~~announced ~~contingency~~existing ~~and~~merger ~~states~~agreement ~~that~~between the ~~Third Party Group would discharge the~~ Company’s ~~obligation~~and ~~to pay a breakup fee to~~ Badger Retail Holding, Inc. ~~(“Badger Retail”)~~, an affiliate of Goldner Hawn Johnson & Morrison Incorporated (“GHJM”)~~, upon the execution of a definitive merger agreement~~. The ~~special~~Sun ~~committee~~Capital ~~of the Company~~affiliate’s ~~Board~~offer ofis ~~Directors~~not ~~has~~subject ~~determined that the proposal could reasonably be expected~~ to ~~result in~~ a ~~“Superior~~financing ~~Proposal”~~condition ~~under~~or ~~the~~further ~~merger~~due ~~agreement with Badger Retail~~diligence. ~~The special committee has entered into a confidentiality agreement and expects to provide information and conduct negotiations with the Third Party Group.~~

The ~~Third~~GHJM ~~Party~~affiliate ~~Group’s~~subsequently ~~proposal~~offered ~~states that it anticipates completing “confirmatory due diligence within 21 days” and that it is “prepared~~ to ~~sign~~amend athe ~~definitive~~existing ~~acquisition~~merger agreement inwith ~~substantially~~ the ~~same~~Company ~~form~~to ~~as”~~increase the merger ~~agreement~~consideration ~~with~~from ~~Badger Retail~~$25. ~~There~~50 ~~can~~per beshare noto ~~assurance,~~$27.00 ~~however,~~per ~~that~~share. In ~~the Third Party Group will make a binding proposal or~~addition, ifthe ~~they~~offer ~~do,~~provides that the ~~Company~~break-up ~~will~~fee ~~enter~~payable ~~into~~under athe ~~definitive~~merger agreement with the ~~Third~~GHJM ~~Party~~affiliate ~~Group. The~~would ~~special~~be ~~committee~~increased ~~continues~~from ~~to recommend the existing~~ $2513.505 ~~per~~million ~~share~~to ~~transaction~~$27 ~~with~~million, ~~Badger Retail and~~ the ~~special~~amount ~~meeting~~ of ~~shareholders~~the tobreak-up ~~vote~~fee onunder the merger agreement ~~with~~before ~~Badger~~a ~~Retail~~recent ~~remains scheduled to be reconvened for the purpose of voting on the Merger Agreement on October 17, 2005~~amendment.

AThe ~~copy~~Special Committee of the ~~proposal~~Company’s ~~from~~Board of Directors has requested each of the ~~Third~~Sun ~~Party~~Capital ~~Group~~affiliate isand ~~attached~~the ~~hereto~~GHJM asaffiliate ~~Exhibit~~to ~~99.1~~deliver its “best and ~~incorporated~~final” ~~herein~~offer. The bySpecial ~~reference~~Committee will review the offers it receives in due course.

~~The~~On ~~special~~October ~~committee~~17, of2005, the ~~board of directors of the~~ Company ~~received~~issued a ~~letter~~press ~~from~~release ~~GHJM~~announcing ~~indicating GHJM’s disagreement with~~ the ~~special~~foregoing ~~committee’s determination that the non-binding proposal from the Third Party Group could reasonably be expected to result in a “Superior Proposal” under the merger agreement with Badger Retail~~information. A copy of the ~~letter~~press ~~from~~release ~~GHJM~~ is attached hereto as Exhibit 99.21 and incorporated herein by reference.

OnThe special meeting of the Company’s shareholders scheduled for Monday, October 317, 2005, ~~the~~was ~~Company~~adjourned ~~issued~~until aWednesday, ~~press~~October ~~release~~26, ~~with~~2005 ~~respect~~without toany vote on the ~~events~~proposals ~~described~~previously ~~above,~~submitted ~~which~~to isthe ~~attached~~Company’s ~~hereto~~shareholders asin ~~Exhibit~~connection ~~99.3~~with ~~and~~the ~~incorporated~~merger ~~herein~~agreement bywith ~~reference~~the GHJM affiliate.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

Statements ~~herein,~~in this report other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. For example, the ~~unsolicited non-binding proposal may not result in a definitive agreement for an alternative transaction. Moreover, the~~ Company may not be able to complete the proposed merger with ~~Badger~~the ~~Retail~~GHJM affiliate on the terms ~~provided~~ in the existing merger agreement ~~with~~or ~~Badger~~as ~~Retail~~proposed to be amended or other acceptable terms or at all because of a number of factors, including the failure to obtain shareholder approval, the failure to obtain financing to consummate the merger or the failure to satisfy the other closing conditions. ~~Additional~~These factors, and other factors that may affect the business or financial results of the Company, are described in the Company’s filings with the SEC, including the Company’s annual report on Form 10-K for the fiscal year ended January 29, 2005, as amended.

ADDITIONAL INFORMATION

In connection with the Company’s solicitation of proxies with respect to the ~~special~~ meeting of shareholders called in connection with the proposed merger with ~~Badger~~the ~~Retail~~GHJM affiliate, the Company has filed with the SEC, and furnished to shareholders of the Company, a definitive proxy statement and a proxy ~~supplement~~supplements dated September 19, 2005, and ~~the~~October ~~Company~~4, ~~intends~~2005. Shareholders toare ~~file~~advised ~~with~~to read the ~~SEC~~definitive ~~and~~proxy ~~distribute~~statement toand ~~shareholders~~proxy asupplements ~~second~~distributed ~~supplement~~ to ~~the~~shareholders ~~definitive~~because ~~proxy~~they ~~statement~~contain inimportant ~~the near future~~information. ~~The~~Shareholders ~~second~~are ~~supplement~~able to obtain a free-of-charge copy of the definitive proxy statement isand ~~being~~proxy ~~prepared~~supplements inand ~~connection~~other ~~with~~relevant ~~the~~documents ~~second~~filed ~~amendment~~with to the ~~merger~~SEC ~~agreement~~from ~~entered into by~~ the ~~Company~~SEC’s ~~and~~website ~~Badger~~at ~~Retail on September 29~~http://www.sec.gov, ~~2005. SHAREHOLDERS~~by ~~ARE~~directing ~~ADVISED~~a TOrequest ~~READ~~by ~~THE~~mail ~~PROXY~~or ~~STATEMENT~~telephone ~~DISTRIBUTED~~to TOShopKo ~~SHAREHOLDERS~~Stores, ~~THE~~Inc., ~~PROXY~~P.O. ~~SUPPLEMENT~~Box ~~DATED SEPTEMBER 19~~19060, ~~2005~~Green ~~AND~~Bay, ~~WHEN~~WI ~~AVAILABLE~~54307, ~~THE~~Attention: ~~SECOND~~Corporate ~~PROXY SUPPLEMENT~~Secretary, ~~BECAUSE~~Telephone: ~~THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Shareholders are able to obtain a free~~920-of429-~~charge copy of the definitive proxy statement~~2211, ~~the~~or ~~proxy supplement dated September 19, 2005, and other relevant documents filed with the SEC~~ from the ~~SEC~~Company’s website, at http://www.~~sec~~shopko.~~gov~~com.

~~Shareholders~~The ~~are~~Company ~~also~~and ~~able~~certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to ~~obtain~~be a“participants” ~~free-~~in the solicitation of~~-charge~~ ~~copy~~proxies from shareholders of the ~~definitive~~Company ~~proxy~~in ~~statement,~~favor of the ~~proxy~~proposed ~~supplement~~merger. Information ~~dated~~regarding ~~September~~the 19persons who may be considered “participants” in the solicitation of proxies, including their beneficial ownership of Company common stock as of August 1, 2005, ~~and~~is ~~other~~set ~~relevant~~forth ~~documents~~in the Company’s definitive proxy statement as filed with the SEC. Information byregarding ~~directing~~certain aof ~~request~~these bypersons ~~mail~~and ortheir ~~telephone~~beneficial toownership ~~ShopKo~~of ~~Stores,~~Company ~~Inc.,~~common ~~P.O.~~stock ~~Box~~as ~~19060,~~of ~~Green~~April ~~Bay~~30, WI2005 ~~54307,~~is ~~Attention:~~also ~~Corporate~~set ~~Secretary,~~forth ~~Telephone:~~in ~~920-429-2211, or from~~ the Company’s ~~website~~annual atreport ~~http://www~~on Form 10-K for the fiscal year ended January 29, 2005, as amended.~~shopko.com.~~

The Company and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders of the Company in favor of the proposed merger with Badger Retail. Information regarding the persons who may be considered “participants” in the solicitation of proxies, including their beneficial ownership of the Company common stock as of August 1, 2005, is set forth in the definitive proxy statement as filed with the SEC. Information regarding certain of these persons and their beneficial ownership of Company common stock as of April 30, 2005 is also set forth in the Company’s annual report on Form 10-K for the fiscal year ended January 29, 2005, as amended.

Item 9.01

Financial Statements and Exhibits

	Exhibit No.	Description

	99.1	Press Release dated October 17, 2005.

Exhibit No.	Exhibit Description
99.1	Proposal letter dated September 30, 2005
99.2	Letter from Goldner Hawn Johnson & Morrison Incorporated dated October 2, 2005
99.3	Press release dated October 3, 2005

SIGNATURE

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SHOPKO STORES, INC.

Date: October 317, 2005

/s/ Steven R. Andrews

Steven R. Andrews

Senior Vice President Law and Human Resources

~~Law~~EXHIBIT ~~and Human Resources~~INDEX

Exhibit Index

	Exhibit No.	Description

	99.1	Press Release dated October 17, 2005

Exhibit No.	Exhibit Description
99.1	Proposal letter dated September 30, 2005
99.2	Letter from Goldner Hawn Johnson & Morrison Incorporated dated October 2, 2005
99.3	Press release dated October 3, 2005

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