TCR_Public/960909.MBX BANKRUPTCY CREDITORS' SERVICE, INC.


Bankruptcy and Troubled Company News


September 9, 1996



  1. Enzon reports fiscal year results for 1996
  2. Ben Franklin Retail Stores, Inc. Announces Appointment of Chief Financial Officer
  3. Court Approves Up To $59 Million In Cash Collateral For Ben Franklin
  4. Cambridge Biotech Receives Sublicense Payment from Abbott
  5. Piedmont Mining Company Files Chapter 11 Petition
  6. Gander Mountain, Inc. Announces Final Approval of DIP Financing Facility
  7. Gander Mountain SEC filings
  8. Phar-Mor, Inc., and Shopko Stores, In.c., to merge





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Enzon reports fiscal year results for 1996


        


              PISCATAWAY, N.J.  --  Sept. 9, 1996  --  Enzon Inc.
        (NASDAQ\NMS:ENZN) announced today a net loss of $5,175,000 or $0.20
        per share for the year ended June 30, 1996 compared to a net loss of
        $6,291,000 or $0.26 per share in fiscal year 1995.   
        


              The decrease in the net loss was primarily due to a 15%
        reduction in total expenses and an increase in other income which
        was offset in part by a reduction in contract revenue.   
        


              For the three months ended June 30, 1996 the company reported
        a net loss of $985,000 or $0.04 per share compared to a net loss of
        $492,000 or $0.02 per share for the same period last year.  The
        increase in the net loss for the quarter ended June 30, 1996 was
        principally due to a decrease in contract revenues related to a one
        time $2,000,000 payment received in 1995 from the company's
        collaborative partner, Schering Corp., related to the amendment of
        the company's license agreement for PEG-INTRON A.  During June 1995,
        the company amended its agreement with Schering Corp. and agreed to
        transfer know-how and manufacturing rights for PEG-INTRON A and sell
        847,000 shares of common stock to Schering for $5,000,000 in
        payments.   
        


              Total revenues, which include sales, royalties and contract
        revenues for the year ended June 30, 1996 decreased by 20% to
        $12,681,000 as compared to $15,826,000 reported last year.  Revenues
        for the year decreased due to the elimination of clinical supply
        shipments of PEG-INTRON A to Schering Corp., as well as a decrease
        in contract revenues as a result of the $2,000,000 payment recorded
        during the previous year related to the amendment of the company's
        license agreement with Schering.  A comparable payment was not
        recorded in the current year.  Revenues from the company's two FDA
        approved products, ADAGEN and ONCASPAR, continued to increase.   
        


              Research and Development expenses for the year ended June 30,
        1996 decreased by $1,960,000 or 16% to $10,124,000 as compared to
        $12,084,000 for the year ended June 30, 1995.  The decrease was
        primarily due to a reduction in personnel costs, particularly in the
        clinical and research administration areas, as the company's lead
        product, PEG-hemoglobin, moved from research to clinical trials.   
        


              As part of its cost containment program, the company is now
        utilizing a contract research organization (CRO) for the clinical
        development of PEG-hemoglobin, which is being developed as an
        enhancement to radiation treatment for patients diagnosed with
        cancerous hypoxic tumors.  The company now believes its Phase Ib
        study for this product will conclude during the first quarter of
        1997.   
        


              Selling, General and Administrative expenses for the year
        ended June 30, 1996 decreased by 13% to $6,010,000 as compared to
        $6,916,000 for the year ended June 30, 1995.  The decrease was
        primarily due to staff reductions made over the last twelve months,
        as well as other cost containment measures taken by the company.   
        


              Other income for the year ended June 30, 1996 increased to
        $1,823,000 as compared to $994,000 in 1995.  The increase was due to
        the one time recognition of $1,313,000 of non-cash other income
        during the year ended June 30, 1996 related to the unused portion of
        an advance received under the company's agreement with Sanofi
        Winthrop Inc. ("Sanofi") for the development of PEG-SOD.  This
        advance was previously recorded as a current liability.   
        


              The company had cash on hand as of June 30, 1996 of
        $12,666,000 as compared to $12,761,000 for the previous quarter
        ended March 31, 1996.  The company believes its current cash levels
        are sufficient to meet anticipated cash requirements, based on
        current spending levels, for approximately two years.  The previous
        statement is forward-looking in nature.  Actual results could differ
        materially based on various factors, including, but not limited to,
        the company's ability to maintain current sales levels of its
        products and current levels of expenses, or the occurrence of any of
        a number of unforeseeable contingencies beyond the company's
        control.   
        


              "I am proud to report that the company's adjusted monthly burn
        rate for the quarter ended June 30, 1996 was approximately $350,000,
        which is the lowest burn in five years.  This monthly burn has been
        adjusted to not include the cash received from a one time gain
        related to the exercise of Neoprobe warrants during the fourth
        quarter,"  said Peter G. Tombros, president and chief executive
        officer.  "Our cost containment efforts are on-going and we continue
        to utilize outside sources, such as a CRO for clinical trials, as a
        means of keeping costs down."   
        


              Enzon is a biopharmaceutical company developing advanced
        therapeutics for life-threatening diseases through the application
        of its proprietary technologies.  The company's research activities
        are focused primarily in the area of oncology, including the
        development of a hemoglobin-based oxygen carrier.  The company also
        pursues commercialization of its technologies through strategic
        alliances, including arrangements with Rhone-Poulenc Rorer
        Pharmaceuticals Inc., Schering Corp., Eli Lilly, Bristol-Myers
        Squibb, Inc. and Baxter Health Care.  Enzon is headquartered in
        Piscataway.


         
                           ENZON, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                      Three Months Ended June 30, 1996 and 1995
                                    
                                              (unaudited)
                                          Three Months Ended
                                June 30, 1996         June 30,1995
                              __________________    _________________
          
        Revenues
          Sales                         $ 2,421,314         $  2,952,835
          Contract revenue                1,268,850            2,000,000
                                    ___________           __________
          Total revenues                  3,690,164            4,952,835  
                                    ___________           __________
          
        Costs and expenses
          Cost of sales                     452,779              706,575
          Research and development
           expenses                       2,572,450            3,228,260
          Selling, general and
           administrative expenses        1,798,261            1,559,635
                                     __________           __________
         
        Total costs and expenses          4,823,490            5,494,470
                                     __________           __________
         
          
        Operating loss                   (1,133,326)            (541,635)
          
        Other income (expense)
          Interest and dividend income      149,517               70,034
          Interest expense                     (133)                (195)
          Other                                (715)             (20,440)
                                     __________           __________
         
                                        148,669               49,399
                                     __________           ___________  
         
        Net loss                          ($984,657)           ($492,236)
                                     __________           ___________
        Net loss per  
          common share                       ($0.04)              ($0.02)
                                     __________           ___________
        Weighted average number
          of common shares  
          outstanding
          during the period              27,705,497           25,481,385
         
                              ENZON INC. AND SUBSIDIARIES          
                    CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                          Years Ended June 30, 1996 and 1995
          
                                           Years Ended
                                June 30, 1996          June 30, 1995
                              __________________    __________________
          
        Revenues
          Sales                        $10,501,985           $11,024,432
          Contract revenue               2,179,296             4,802,005
                                    ___________          ___________
          Total revenues                12,681,281            15,826,437  
                                    ___________          ___________
          
        Costs and expenses
          Cost of sales                  3,545,341             2,918,737
          Research and development
           expenses                     10,123,525            12,083,960
          Selling, general and
           administrative expenses       6,010,639             6,916,393
          Restructuring expense               -                1,192,971
                                    __________           ___________
        Total costs and expenses        19,679,505            23,112,061
                                    __________           ___________
          
        Operating loss                  (6,998,224)           (7,285,624)
          
        Other income (expense)
          Interest and dividend income     449,855               236,848
          Interest expense                 (12,886)               (3,988)
          Other                          1,385,976               761,273
                                    __________           ____________
                                     1,822,945               994,133
                                    __________           ____________
          
        Net loss                       ($5,175,279)           
        ($6,291,491)
                                    __________           ____________
        Net loss per
          common share                      ($0.20)               ($0.26)
                                    __________           ____________
        Weighted average number
          of common shares  
          outstanding
          during the period              26,823,142           25,184,718
         

        CONTACT: ENZON Inc., Piscataway:  
                 Kenneth J. Zuerblis, 908/980-4717;  
                 Vice President, Finance and Chief Financial Officer
        

Ben Franklin Retail Stores, Inc. Announces Appointment of Chief Financial Officer


        


            CAROL STREAM, IL  --  Sept. 9, 1996  --  Ben Franklin Retail
        Stores, Inc.
announced today the appointment of Steven J. Zabel as
        Senior Vice President and Chief Financial Officer, effective
        immediately.  In addition to his duties as Chief Financial Officer,
        Mr. Zabel will have responsibility for the Company's information
        systems.  Mr. Zabel was most recently Vice President and Chief
        Financial Officer, the Warehouse Club.  Inc.
        


            Headquartered in Carol Stream, Illinois, Ben Franklin is a
        national broadline wholesaler of variety and craft merchandise and
        franchiser and operator of variety and craft stores.  The Company
        filed for protection under Chapter 11 of the United States
        Bankruptcy Code on July 26, 1996.  Two of the Company's
        subsidiaries, Auto Artistry and Ben Franklin Insurance Agency, were
        excluded from the filing.
        


CONTACT:  Richard Wool of Hill and Knowlton, Inc, 212-885-0523



Court Approves Up To $59 Million In Cash Collateral For Ben Franklin Retail Stores, Inc.


        


            CAROL STREAM, IL  --  Sept. 9, 1996  --  Ben Franklin Retail
        Stores, Inc.
announced today that the United States Bankruptcy Court
        for the Northern District of Illinois has approved, with the consent
        of its secured lenders, the use of up to $59 million in cash
        collateral under Section 361 of the Bankruptcy Code in accordance
        with the Company's business plan through December 31, 1996.  The
        Company said that it intends to use the cash collateral for
        inventory purchases and other general operating expenses.  Use of
        the cash collateral will be monitored by its secured lenders in
        accordance with operating covenants that pertain to collection of
        receivables, sales of non-core assets, total expenditures, inventory
        purchases and outstanding debt balances.
        


            Commenting on the Court's decision, Robert A. Kendig, President
        and Chief Operating Officer, said, "This is a significant step
        forward for us.  The availability of these funds gives us the
        ability to distribute product while we continue to develop our
        business plan that will permit us to emerge from bankruptcy as a
        smaller, yet more vigorous, wholesaling company.  This business will
        focus on selling craft and general merchandise to our current
        franchise and wholesale customer base."
        


            Ben Franklin Retail Stores, Inc. filed for protection under
        Chapter 11 of the United States Bankruptcy Code on July 26, 1996.
        Two of the Company's subsidiaries, Auto Artistry and Ben Franklin
        Insurance Agency, were excluded from the filing.
        


            Headquartered in Carol Stream, Illinois, Ben Franklin is a
        national broadline wholesaler of variety and craft merchandise and
        franchisor and operator of variety and crafts stores.
        


CONTACT:  Richard Wool of Hill and Knowlton, Inc., 212-885-0523



Cambridge Biotech Receives Sublicense Payment from Abbott


        


            WORCESTER, MA  --  Sept. 9, 1996  --  Cambridge Biotech
        Corporation
(NASD-OTC-Bulletin-Board: CBCXQ) reported today that it
        received $3.25 million from Abbott Laboratories (NYSE: ABT) under an
        agreement granting Abbott a fully paid-up non-exclusive sublicense
        for the use in the diagnostic field of certain HIV-related
        technology.  The technology covered in the agreement is licensed
        exclusively to CBC by Harvard University.  Under a separate
        agreement, Harvard will receive an additional payment from Abbott.
        The agreements resolve a dispute between the parties concerning
        whether certain products or services sold by Abbott were covered by
        a sublicense granted to Abbott by CBC in 1988.
        


            Cambridge Biotech Corporation, which filed for protection under
        Chapter 11 of the United States Bankruptcy Code on July 7, 1994, is
        a therapeutics and diagnostics company focusing on infectious
        diseases and cancer.  The Company is developing and commercializing
        products which stimulate the immune system for use in treating
        certain infectious diseases and specific cancers.  The therapeutic
        products include the Stimulon(TM) family of adjuvants, the most
        advanced of which, QS-21, is in clinical development through
        corporate and academic partners, and proprietary vaccines.  The
        proprietary vaccines include a feline leukemia vaccine currently on
        the market, and in development human vaccines for pneumococcal
        infections, malaria and tick-borne diseases, and animal vaccines for
        bovine mastitis and canine Lyme disease. Cambridge Biotech's
        diagnostic business (to be sold to bioMerieux Vitek under the
        Chapter 11 plan) is primarily focused on retroviral and Lyme
        diseases.
        


            Statements in this release which relate to plans and objectives
        of management for future operations or which otherwise relate to
        future performance are forward looking statements. Actual results
        may differ from those projected as a result of the Company's success
        in emerging from bankruptcy, product demand, pricing, market
        acceptance, the effect of economic conditions, intellectual
        property, competitive products, risks in product and technology
        development, and other risks identified in the Company's Securities
        and Exchange Commission filings.
        


CONTACT: Alison Taunton-Rigby, President, Chief Executive Officer of
        Cambridge Biotech Corporation, 508-797-5777, or Robert Gottlieb,
        Senior Vice President of Feinstein Partners, Inc., 617-577-8110



Piedmont Mining Company Files Chapter 11 Petition


        


            CHARLOTTE, NC  --  Sept. 9, 1996  --  Piedmont Mining Company, Inc. (OTC-Bulletin Board: PIED) announced today that it has filed a
        petition for relief under Chapter 11 of the U.S. Bankruptcy Code.
        The filing, in U.S. Bankruptcy Court in Charlotte, N.C., follows
        court confirmation of an arbitration award against Piedmont and one
        of its subsidiaries in one of the pending proceedings arising out of
        Piedmont's disputes with Amax Gold Inc. (NYSE: AU) in connection
        with the Haile Mining Venture.
        


           "We have determined that this action is necessary in order for us
        to continue to vigorously pursue our claims against Amax Gold," said
        Robert M. Shields, Jr., Piedmont's Chairman and Chief Executive
        Officer.  "Recent efforts to mediate our dispute with Amax Gold have
        not been fruitful, so we must now resort to bankruptcy protection to
        assure that we will have the opportunity for our claims to be heard
        by a court."
        


            On March 29, 1995, Piedmont and one of its subsidiaries filed
        suit in South Carolina state court against Amax Gold and two of its
        subsidiaries claiming, among other things, that they breached their
        obligations under the Haile Mining Venture Agreement and Management
        Agreement to carry out approved programs and budgets, conduct
        drilling and produce a "Bankable Feasibility Study."  The complaint
        seeks actual and punitive damages.  In August 1995, Piedmont filed
        an initial calculation of damages by its damages expert.  Using
        several alternative methods of calculation, actual damages
        assessments ranged from $38 million to $60 million.
        


            In May 1995, Amax Gold filed a demand for arbitration of the
        allocation of certain environmental expenses and filed a motion to
        dismiss Piedmont's lawsuit.  Piedmont's claims for breach of
        contract remain in state court, while the claim against Amax Gold
        for tortious interference was removed to Federal District Court.
        Discovery is virtually completed in the Federal District Court case
        and a hearing on Amax Gold's motion for summary judgment is
        scheduled for early October.  A trial date was anticipated prior to
        year end.  Court-ordered mediation was conducted in early September
        1996.
        


            In the meantime, in March 1996 an arbitration panel awarded Amax
        Gold $1.37 million for alleged environmental costs.  Judgment on the
        award was entered in August 1996.  The bankruptcy filing
        automatically stays enforcement of the judgment.  It is not yet
        certain how the filing will affect the other pending proceedings,
        but Piedmont intends to vigorously pursue its claims against Amax
        Gold in the appropriate courts.
        


            Piedmont reported a loss of $395,000, or $0.02 per share, in the
        second quarter ended June 30, 1996, compared with a loss of
        $302,000, or $0.02 per share, in the second quarter of 1995.  For
        the first six months of 1996, Piedmont reported a loss of $701,000,
        or $0.05 per share, compared with a loss of $548,000, or $0.04 per
        share, for the first six months of 1995.  At June 30, 1996, Piedmont
        had negative working capital of $638,000, primarily as a result of
        accrual of the $1.37 million arbitration award and the funding of
        operating, litigation and arbitration expenses from current assets.
        At June 30, 1996, Piedmont held 192,300 shares of Amax Gold common
        stock and $536,000 in cash and cash equivalents, in addition to its
        interests in the Haile Property and its North Carolina properties,
        and had no long-term debt.
        


CONTACT:  Thomas L. Ross, III, Piedmont Mining Company, Inc., 704-523-6866



Gander Mountain, Inc. Announces Final Approval of DIP Financing Facility


        


            WILMOT, WI  --  Sept. 9, 1996  --  Gander Mountain, Inc.
        (Nasdaq: GNDR), today announced that on Thursday, September 5, 1996
        the U.S. Bankruptcy Judge gave final approval to $25 million debtor
        in possession (DIP) financing from the CIT Group/Business Credit,
        Inc. of Chicago, Illinois.  The financing continues to allow Gander
        Mountain to do business.
        


            The U.S. Bankruptcy Judge's approval followed negotiations
        between the CIT Group/Business Credit and the Official Unsecured
        Creditors Group Committee to resolve certain objections that the
        Committee had raised.  These negotiations resulted in an agreement
        to modify the terms of the financing in a way that resulted in the
        Committee withdrawing its objection.
        


            Gander Mountain continues to work with its vendors to ship
        product to stock its stores for the upcoming fall hunting and
        Christmas seasons.  The fall hunting and Christmas seasons represent
        a substantial portion of Gander Mountain's annual sales and
        profitability.
        


            Further, the company wants to clarify published reports
        regarding the hearing.  Previous published reports stated that a
        turnaround consultant on behalf of Gander Mountain, Inc. told the
        bankruptcy court that there was no money for shareholders and that
        the unsecured creditors could expect to get a return of about $.20
        more on the dollar if Gander Mountain stayed in business through the
        Christmas season.  The actual statements made were that if a
        liquidation were to take place, the shareholders could expect no
        return and the unsecured creditors would receive $.20 less on the
        dollar with the company not staying in business through the
        Christmas season.
        


            It is the company's intent to continue the business on-going.
        The company continues to pursue alternatives for raising additional
        equity and developing a plan accordingly.
        


            Gander Mountain, Inc. is a customer-oriented specialty
        merchandiser serving the outdoor recreation market.  The company is
        recognized as a leader in providing functional outerwear, footwear
        and equipment for the hunting, fishing and camping enthusiast.
        


CONTACT:  Kenneth C. Bloom, Executive VP-Chief Financial Officer,
        of Gander Mountain, 414-862-3302; or Michael Rosenbaum or Kathy
        Brunson of The Financial Relations Board, 312-266-7800



Gander Mountain SEC filings



        COMPANY DATA:
                COMPANY CONFORMED NAME:                 GANDER MOUNTAIN INC
                CENTRAL INDEX KEY:                      0000789598
                STANDARD INDUSTRIAL CLASSIFICATION:     RETAIL-CATALOG & MAIL-O
RDER HOUSES [5961]
                IRS NUMBER:                             391742710
                STATE OF INCORPORATION:                 DE
                FISCAL YEAR END:                        0630

        FILING VALUES:
                FORM TYPE:              8-K
                SEC ACT:                1934 Act
                SEC FILE NUMBER:        000-14579
                FILM NUMBER:            96625302

        BUSINESS ADDRESS:
                STREET 1:               PO BOX 128 HGWY W
                CITY:                   WILMOT
                STATE:                  WI
                ZIP:                    53192
                BUSINESS PHONE:         4148622331


                      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 9, 1996

                             GANDER MOUNTAIN, INC.
            (Exact name of registrant as specified in its charter)


         Wisconsin                     0-14579                39-1742710
(State or other jurisdiction    (Commission File No.)        (IRS Employer
    of incorporation)                                      Identification No.)


                                 P.O. Box 128
                                   Highway W
                           Wilmot, Wisconsin  53192
                   (Address of principal executive offices)


       Registrant's telephone number, including area code:  (414) 862-2331

      Item 3.     Bankruptcy or Receivership

            On August 9, 1996, the Company and its two subsidiaries,
      GRS, Inc. and GMO, Inc., filed petitions for relief under Chapter
      11 of the Bankruptcy Code.  The petitions were filed in the United
      States Bankruptcy Court for the Eastern District of Wisconsin and
      were assigned case numbers 96-26478, 96-26479 and 96-26480,
      respectively.  Each company is a debtor-in-possession under the
      Bankruptcy Code.


      Item 7.     Financial Statements and Exhibits

      (c)   Exhibits

            99.1  Press release issued by the Company on August 9, 1996.


                                   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.


                                                GANDER MOUNTAIN, INC.

                                                By:  /s/ Kenneth J. Guerrini
                                                     ------------------------
                                                     Kenneth J. Guerrini
                                                     General Controller


      Date:  September 3, 1996


                             GANDER MOUNTAIN, INC.
                             P.O. Box 128, Hwy. W
                            Wilmot, Wisconsin 53192
                             Phone: (414) 862-2331

      AT THE COMPANY:
      Kenneth C. Bloom
      Executive VP/Chief Financial Officer
      (414) 862-3302

      AT ZIGMAN JOSEPH STEPHENSON:
      Linda F. Stephenson/Zigman Joseph Stephenson
      100 E. Wisconsin Ave., Milwaukee, WI 53202
      (414) 273-4680

      FOR IMMEDIATE RELEASE

                 GANDER MOUNTAIN FILES PETITION TO REORGANIZE
          $25 MILLION FINANCING ARRANGED FOR POST-PETITION OPERATIONS

            Wilmot, Wisconsin, August 9, 1996 -- Gander Mountain, Inc.
      (Nasdaq Bulletin  Board: GNDR), a leading marketer of outdoor
      hunting, fishing and camping goods, announced today that it and
      its two wholly-owned subsidiaries, GMO, Inc. and GRS, Inc., have
      filed a Voluntary Chapter 11 petition with the Federal Bankruptcy
      Court as part of the continued restructuring of the firm.

            The Company also announced that it had arranged for $25
      million in debtor in possession financing, to be provided by The
      CIT Group/Business Credit, Inc.  The Company will seek Bankruptcy
      Court approval for the loan.  The additional working capital that
      the debtor is possession loan provides will be used to purchase
      additional inventory to stock the Company's twelve stores for the
      upcoming fall season.

            Ralph L. Freitag, Chief Executive Officer of Gander
      Mountain, said the Company views the filing as a necessary
      business decision.  "This reorganization is a critical move to
      successfully structure a new future for Gander Mountain and to
      preserve the greatest value for as many stakeholders as possible,"
      said Freitag.  "CIT's commitment to provide this financing is a
      positive reflection on the company's ability to continue its
      operations and should support our efforts to attract equity
      capital."

            Attorneys for Gander Mountain filed the petition in Federal
      Bankruptcy Court in Milwaukee on Friday afternoon.  The company
      will request that a hearing be held on Monday, August 12, 1996 to
      seek approval for the financing and to hear other motions filed on
      behalf of the Company.  Company officials have indicated that it
      was the desire of the company to emerge from bankruptcy as swiftly
      as possible.

            "We are extremely grateful to the customers, employees, and
      vendors who have supported the Company through this difficult
      period and we sincerely believe that this action will set a course
      for future growth and profitability." Freitag said.

            A Chapter 11 filing is a legal process that allows a company
      to remain in business while addressing financial issues under the
      protection of the court.  A Chapter 11 filing differs from a
      straight bankruptcy in that creditors look to the value of the
      company as an ongoing business, rather than to the value of the
      company upon liquidation to satisfy their claims.

            Gander Mountain, Inc. is a customer-oriented specialty
      merchandiser serving the outdoor recreation market.  The Company
      is recognized as a leader in providing functional outerwear,
      footwear and equipment for the hunting, fishing and camping
      enthusiast.

                                    # # # #

                                   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.

                                                GANDER MOUNTAIN, INC.


      Date: August 31, 1996               By:  /s/ Kenneth J. Guerrini
                                               ------------------------
                                               Kenneth J. Guerrini
                                               General Controller


PHAR-MOR, INC., AND SHOPKO STORES, INC., TO COMBINE, CREATING NEW
        RETAILING COMPANY WITH 232 STORES IN 29 STATES IN A TRANSACTION
        VALUED AT $1 BILLION, INCLUDING ASSUMPTION OF DEBT


        


            YOUNGSTOWN, Ohio and GREEN BAY, Wis.  --  Sept. 9, 1996  --  
Phar-Mor, Inc. (Nasdaq: PMOR) and ShopKo Stores, Inc. (NYSE: SKO)
        today announced that they have signed an agreement to combine their
        two companies under a new holding company.  The new company, which
        will be called Cabot Noble, Inc., intends to file for listing on the
        New York Stock Exchange.
        


            Upon completion of the transaction, the new company will, based
        on the recent results of each retailer, have estimated combined
        annual sales of approximately $3.2 billion and 232 stores in 29
        states.  Robert Haft, current Chairman and CEO of Phar-Mor, will be
        Chairman and CEO of Cabot Noble.  David Schwartz will remain
        President of Phar-Mor and Dale Kramer will remain President and CEO
        of ShopKo.
        


            The two companies overlap in only one market so the combination
        will create minimal store redundancy.  Phar-Mor and ShopKo will
        continue to be headquartered in Youngstown, Ohio, and Green Bay,
        Wisconsin, respectively, and both companies expect to maintain
        vendor relationships and policies regarding their employees,
        customers and communities.
        


        Terms of the Transaction


            The combination will be accomplished through share exchanges
        with a new holding company, Cabot Noble, Inc.  ShopKo and Phar-Mor
        will continue as separate operating subsidiaries of Cabot Noble.
      

   
        Under the terms of the proposed share exchanges:


            Each share of ShopKo common stock will be exchanged for 2.4
        shares of Cabot Noble stock, subject to adjustment if the value of
        the exchange consideration falls outside a range of $17.25 - $18.00
        per share (based on the average daily closing sale prices of the
        Phar-Mor shares over a specified 30- day time period).
      

   
            Each share of Phar-Mor common stock will be exchanged for one
        share of Cabot Noble stock.
        


            Upon completion of the share exchanges, SUPERVALU INC. (NYSE:
        SVU), which currently owns 46 percent of ShopKo, will sell the Cabot
        Noble common stock it receives in the share exchange to Cabot Noble
        for an aggregate purchase price of approximately $248.4 million, consisting of approximately $208
        million in cash and $40.4 million in a short-term note maturing
        January 31, 1997.  This represents a purchase price of $16.86 per
        share of ShopKo held by SUPERVALU prior to the share exchange.
        


            At the September 6, 1996 closing price of $16.25 for ShopKo, the
        value of the share exchange represents a 6% to 11%  premium for the
        ShopKo shares. Based on the average closing price of ShopKo common
        stock over the last 30 days, the value of the share exchange
        represents a 14% to 19% premium for the ShopKo shares.   After the
        repurchase of Cabot Noble shares from SUPERVALU described above, the
        ShopKo public shareholders will hold approximately 77 percent of the
        combined company, compared to their current 54 percent ownership of
        ShopKo.
        


            The share exchanges and repurchase are expected to be accretive
        to both ShopKo and Phar-Mor shareholders.  Economies of scale in
        logistics and buying are expected to have an additional accretive
        impact.  The management of both companies believes there is a
        potential annual savings of approximately $15- $20 million. The
        savings are expected to be phased in over the period from six to 24
        months after the combination is completed.
        


            The transaction is valued at approximately $1 billion, including
        the assumption of debt.  It is expected that upon consummation of
        the proposed share exchange (including the repurchase of shares from
        SUPERVALU) the new publicly traded company, Cabot Noble, Inc., will
        have approximately 52.5 million shares outstanding, subject to
        adjustment based on the exchange ratio, the exercise of other rights
        to purchase shares, and other factors. The two companies expect to
        conclude the transaction by December, subject to receipt of
        necessary approvals.
        


        Rational For the Transaction


            As a result of this business combination, the new company will
        have an expanded geographic reach and the opportunity to reduce
        operating costs through administrative efficiencies and economies of
        scale in logistics and buying.  ShopKo has 130 stores in 15 states,
        primarily in the Midwest, Pacific Northwest, and Mountain regions.
        Phar-Mor has 102 stores in 18 states, primarily in Ohio,
        Pennsylvania, and Virginia.  About two-thirds of the two companies'
        merchandising is in similar merchandise categories, particularly in
        the area of pharmacy, health and beauty aids, and general
        merchandise.  Based on current sales figures, the companies will
        have nearly $500 million of combined annual pharmacy sales, an
        additional $500 million of sales in drug store-related products, and
        approximately $1 billion in general merchandise sales.  The
        remaining $1 billion in combined new company sales includes revenues
        from ShopKo's ProVantage, Inc., health care subsidiary and other
        merchandise areas that the companies do not now share.
      

   
            "This friendly merger brings together two companies with
        complementary strengths and a single merchandising philosophy - to
        give consumers value," said Mr. Haft.  "Both Phar-Mor and ShopKo are
        focused retailers with the commitment and management skills
        necessary to succeed in a demanding retail environment that is
        undergoing steady consolidation.  Operating as separate entities
        under a single corporate heading, we will be able to achieve a
        cross- fertilization of creative ideas while leveraging general and
        administrative expenses.
        


            "We envision that Phar-Mor, with its strong position in the food
        and promotional greeting card businesses, will help ShopKo expand in
        those areas. At the same time, we believe that Phar-Mor will be able
        to leverage ShopKo's expertise in systems and computers and that it
        will be able to add in-store optical, basic clothing assortments,
        jewelry and home products.  We also believe that ShopKo's high-
        growth ProVantage subsidiary, which specializes in prescription
        benefit management (PBM), vision benefit management (VBM) and health
        decision support services (DSS), is a valuable asset with
        significant earnings and capital formulation opportunities.  Based
        on the opportunity to achieve savings and expand our product lines,
        both companies determined that this business combination will help
        provide for a stronger retail format and create opportunities to
        build shareholder value.
        


            "I look forward to working with the outstanding merchants at
        ShopKo, including President Dale Kramer, Chief Operating Officer
        Bill Podany, and Chief Financial Officer Jeff Jones.  We believe
        this combination will create a successful retail company that differentiates itself by offering
        outstanding health services, specialty categories and general
        merchandise retailing."
        


            "This business combination clearly provides tremendous benefits
        for our customers as well as our shareholders," said Dale P. Kramer,
        ShopKo President and CEO.  "As one of the largest discount companies
        in the nation, we will increase our buying power, gain greater
        efficiencies, further enhance our respective merchandising
        strategies, and build off each other's strengths to provide exciting
        shopping and even greater value to our customers.
        


            "We at ShopKo are excited about Robert Haft's visionary
        leadership and expect to benefit from his entrepreneurial expertise
        and success in a wide range of retail categories as well as his
        financial acumen.  With his commitment to growing the organization,
        we believe this alliance has extraordinary potential."
        


        Closing Conditions


            The transaction is subject to a number of customary closing
        conditions, including but not limited to financing of at least $100
        million, regulatory approvals and the approval of Phar-Mor and
        ShopKo shareholders. SUPERVALU has indicated its intention to vote
        46% of the ShopKo shares in favor of the transaction.  Robert Haft
        has agreed to use his reasonable efforts to cause Hamilton Morgan,
        L.L.C., to vote the approximately 40% of the Phar-Mor shares it
        beneficially owns in favor of the transaction.  Hamilton Morgan is
        jointly owned by Robert Haft and FoxMeyer Health Corporation.
        FoxMeyer Health Corporation has not reached a conclusion as to its
        position on the transaction.  There can be no assurance that these
        conditions will be satisfied or when satisfaction of these
        conditions will occur.
      

   
            The ShopKo dividend of $0.11 per share payable on September 15
        to the holder of record on September 1 will be paid as announced.
        Pursuant to the combination agreement with Phar-Mor, ShopKo will not
        declare any dividends pending completion of the transaction.  It is
        expected that Cabot Noble will not pay cash dividends on its common
        stock following completion of the transaction.
        


            ShopKo Stores, Inc., is a leading regional retailer operating
        130 stores in 15 states, concentrated in the Upper Midwest,
        Mountain, and Pacific Northwest states and ProVantage, Inc., which
        specializes in prescription benefit management (PBM), vision benefit
        management (VBM), and health decision support services (DSS).
        ShopKo had sales of $1.97 billion in fiscal 1996 (52 weeks ended
        February 24, 1996).  Its sales for the first quarter of this year
        (ended June 15, 1996) were $611 million, with first quarter net
        earnings of $5.8 million, or $0.18 per share.
        


            Phar-Mor is a retail drug store chain operating 102 stores in 18
        states, concentrated in Ohio, Pennsylvania and Virginia.  The
        company reported sales of $1.1 billion for the 52 weeks ended June
        29, 1996, with pro forma net income of $3.3 million, or $0.27 per
        share.  For the fourth quarter (ended June 29, 1996) revenues were
        $264.8 million.  The company had a net loss for the quarter of $2.7
        million or $0.22 per share.
        


            This press release contains forward-looking statements regarding
        projected financial results, including, without limitation,
        projected sales, accretion to earnings and cost savings.  The actual
        results of ShopKo, Phar-Mor and Cabot Noble may differ materially
        from those contained in the forward-looking statements.  Factors
        that may cause such differences are identifiable in ShopKo's and
        Phar-Mor's Current Reports on Form 8-K dated September 7, 1996.
        


CONTACT:  Gary Holmes of Phar-Mor Public Affairs, 212-484-7736; Daniel
        O'Leary or John Ficarro of Phar-Mor Investor Relations, 330-740-
        2020; or Larry Clark, ShopKo Investor Relations, 414-496-4113 or Sheree Olson of
        ShopKo Public Affairs, 414-496-4186