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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Amendment No. 2
to
Annual Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended September 30, 1994
Commission File Number 2-60487
UNITED GROCERS, INC.
OREGON 93-0301970
6433 S.E. Lake Road (Milwaukie, Oregon)
Post Office Box 22187, Portland, Oregon 97222
Registrant's telephone number, including area code: (503) 833-1000
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The undersigned registrant hereby amends Item 5 of its Annual Report on
Form 10-K for the fiscal year ended September 30, 1994, as follows:
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
There is no market for United's Common Stock, which is non-transferable.
The approximate number of holders of United's Common Stock as of December 15,
1994, was 250.
United's earnings are distributed only in the form of patronage
dividends. Accordingly, no earnings are available for the purpose of paying
dividends on Common Stock.
United's Common Stock is not transferable and is not negotiable. Under
United's Bylaws all shares of United's Common Stock are sold at adjusted book
value and, upon a member's death, retirement, voluntary withdrawal, expulsion
or cessation of purchases from United, will be repurchased by United at
adjusted book value as determined by United's annual audited balance sheet as
of the end of each fiscal year, effective the following January 1. Adjusted
book value per share is computed by subtracting from total members' equity,
stock to be issued from patronage and paid-in capital on such stock and
undistributed equity from investments accounted for on the equity method, net
of the tax effect, and dividing the resulting amount by shares outstanding at
fiscal year end (as restated for any stock splits, stock dividends or similar
changes). United's Bylaws provide that the repurchase price for any shares
over and above the number of shares the member was required to purchase as a
condition of membership for a retail store or stores may, in the discretion
of United's board of directors, be paid in 20 quarterly installments with
interest at the same rate being paid from time to time (presently 6.5%) on
United's Capital Investment Notes then being offered or in such other manner
as the board of directors may from time to time determine.
United's board of directors has adopted a policy, subject to change
without notice, requiring United to repurchase on request the number of
shares a member owns in excess of 4,000. The excess shares are repurchased
over a five-year period at the current adjusted book value each year, payable
in cash.
United's obligation to repurchase the shares of members is subject to
the general limitations imposed by the Oregon Business Corporation Act that
United may not purchase shares if, after giving the purchase effect, United
would not be able to pay its debts as they become due in the usual course of
business or United's total assets would be less than its total liabilities.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
UNITED GROCERS, INC.
(Registrant)
Dated: February 8, 1995 By: /s/ John W. White
John W. White
Vice President
