<PAGE>
UNITED GROCERS, INC., AND SUBSIDIARIES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the Quarterly period ended March 29, 1996
Commission File Number 2-60487
United Grocers, Inc.
(Exact name of registrant as specified in its charter)
Oregon 93-0301970
(State or other jurisdiction of (IRS Employer identification No.)
incorporation or organization)
6433 S.E. Lake Road
Post Office Box 22187, Milwaukie, Oregon 97269
(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 833-1000
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ].
Indicate the number of shares outstanding for each of the issuer's classes of
common stock, as of the latest practicable date. 626,773 shares of common
stock, $5 par value as of May 8, 1996.
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
The following unaudited consolidated financial statements of United
Grocers, Inc., and subsidiaries for the periods ended March 29, 1996 and March
31, 1995, include all adjustments which management considers necessary for a
fair presentation of the results for the interim periods. All adjustments to
prior period figures are for the purpose of making the results comparable and
are of a normal recurring nature. Any changes in accounting methods not of a
normal recurring nature are separately disclosed.
In 1993-94 the Company adopted FASB #113 (Accounting for Reinsurance
Contracts). Refer to Part I, Item 2, for a description of the effect of this
change on the balance sheet.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries, Grocers Insurance Group, Inc., Grocers
Insurance Agency, Inc., UGIC, Ltd., Grocers Insurance Company (formerly United
Employers Insurance Co.), United Workplace Consultants, Inc., U.G. Resources,
Inc., United Resources, Inc., BAT Enterprises, Inc., Western Passage Express,
Inc., United Store Development, Ltd., Premier Consulting, Inc. (formerly
Employee Management Services, Inc.), Western Security Services, Inc.,
Affiliated General Agency, Inc., Rich & Rhine, Inc. and Northwest Process,
Inc. All intercompany balances and transactions have been eliminated upon
consolidation.
<PAGE>
UNITED GROCERS, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 29, 1996, and SEPTEMBER 29, 1995
<TABLE>
<CAPTION>
(Audited) (Unaudited)
ASSETS 3/29/96 9/29/95
------------ ------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 11,347,282 $ 13,045,456
Investments 45,520,917 40,809,762
Accounts and notes receivable 70,723,055 70,706,049
Inventories 100,297,378 81,477,754
Other current assets 5,836,543 3,870,703
Deferred income taxes 2,537,323 2,537,323
------------ ------------
Total current assets 236,262,498 212,447,047
------------ ------------
NON-CURRENT ASSETS:
Notes receivable 27,454,059 21,950,478
Investment in affiliated companies 8,392,281 8,392,281
Other receivables and investments 5,343,813 6,869,895
Other non-current assets 17,506,528 11,668,590
------------ ------------
Total non-current assets 58,696,681 48,881,244
------------ ------------
PROPERTY, PLANT AND EQUIPMENT -
(Net of accumulated depreciation) 62,565,100 61,127,772
------------ ------------
TOTAL $357,524,279 $322,456,063
============ ============
</TABLE>
<PAGE>
UNITED GROCERS, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 29, 1996, and SEPTEMBER 29, 1995
(continued)
<TABLE>
<CAPTION>
(Unaudited) (Audited)
LIABILITIES AND MEMBERS' EQUITY 03/29/96 09/29/95
------------ ------------
<S> <C> <C>
CURRENT LIABILITIES:
Notes payable - bank $ 62,467,300 $ 48,515,543
Accounts payable 53,610,118 60,461,117
Insurance reserves 36,356,341 29,958,678
Compensation and taxes payable 5,084,990 3,118,827
Other accrued expenses 2,096,902 3,662,495
Members' patronage payable 1,170,000 6,646,867
Current installments on
long-term liabilities 6,183,832 7,573,215
------------ ------------
Total current liabilities 166,969,483 159,936,742
------------ ------------
LONG-TERM LIABILITIES 142,212,967 115,623,670
------------ ------------
DEFERRED INCOME TAXES 3,651,247 3,651,247
------------ ------------
DEFERRED INCOME 886,917 886,917
------------ ------------
MEMBERS' EQUITY:
Common stock (Authorized, 10,000,000
shares at $5.00 par value;issued
and outstanding, 640,228 shares at
March 29, 1996 and 655,663 shares
at September 29, 1995) 3,299,065 3,278,315
Additional paid-in capital 24,584,235 23,956,797
Retained earnings 15,476,556 14,923,491
Unrealized gain on investments 443,809 198,884
------------ ------------
Total members' equity 43,803,665 42,357,487
------------ ------------
TOTAL $357,524,279 $322,456,063
============ ============
</TABLE>
<PAGE>
UNITED GROCERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
3/29/96 3/31/95 3/29/96 3/31/95
-------- -------- -------- --------
<C> <C> <C> <C>
Net sales and operations 318,112,753 248,139,207 599,504,406 491,427,941
------------ ------------ ------------ ------------
Costs and expenses:
Cost of sales 271,709,392 211,608,245 515,223,153 419,101,556
Operating expenses 35,728,916 25,922,869 61,329,655 50,211,578
Selling and
administrative
expenses 2,278,526 2,449,193 5,024,023 4,819,468
Depreciation 1,426,764 1,516,264 2,983,776 2,903,442
Interest:
Interest expense 3,723,645 3,483,151 7,017,171 5,942,904
Interest income (1,369,891) ( 1,388,158) ( 2,726,561) ( 2,254,636)
------------ ------------ ------------ ------------
Interest expense,
net 2,353,754 2,094,993 4,290,610 3,688,268
------------ ------------ ------------ ------------
Total cost and
expenses 313,497,352 243,591,564 588,851,217 480,724,312
------------ ------------ ------------ ------------
Income before members'
allowances, patronage
dividends and
income taxes 4,615,401 4,547,643 10,653,189 10,703,629
Members' allowances (3,648,200) ( 3,564,092) ( 7,433,116) ( 7,430,293)
Members' patronage
dividends (400,000) ( 500,000) ( 1,800,000) ( 1,900,000)
------------ ------------ ------------ ------------
Income before income taxes 567,201 483,551 1,420,073 1,373,336
Provision for income taxes (202,811) ( 175,858) ( 491,015) ( 549,334)
------------ ------------ ------------ ------------
Net Income $364,390 $ 307,693 $ 929,058 824,002
============ ============ ============ ============
</TABLE>
<PAGE>
UNITED GROCERS, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
---------------- ----------------
MARCH 29 MARCH 31
CASH FLOWS FROM OPERATING ACTIVITIES: 1996 1995
------------ ------------
<S> <C> <C>
Net income $ 929,058 $ 824,002
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Depreciation 2,983,776 2,903,442
Provision for doubtful accounts
and notes 1,145,268 1,012,965
Patronage dividends payable in
common stock 1,119,049 933,936
(Gain)loss on sale of assets ( 113,418) ( 51,344)
Deferred income taxes -0- ( 3,257)
Decrease (increase) in non-cash
current assets:
Accounts and notes receivable ( 17,006) 3,734,071
Inventories ( 18,819,624) ( 4,836,400)
Other current assets ( 2,319,839) ( 1,730,757)
Increase (decrease) in non-cash
current liabilities:
Accounts payable and insurance
reserves ( 453,336) ( 958,449)
Compensation and taxes payable 1,966,163 559,853
Other accrued expenses ( 1,565,593) 1,311,485
Members' patronage and other
refunds ( 5,476,867) ( 5,383,736)
Decrease (increase) in non-current
other assets ( 4,311,856) ( 3,663,250)
------------ ------------
Net cash provided by (used in)
operating activities ( 24,934,225) ( 5,347,439)
-------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans to members( 9,975,193) ( 7,712,978)
Collections on loans to members 427,975 2,031,071
Proceeds from sale (buyback) of member loans 2,898,369 8,075,821
Sale of investments -0- 3,986,891
Redemption of investments 1,175,240 3,808,311
Purchase of investments ( 5,532,396) ( 11,951,212)
Sale of property/plant/equipment 6,423,546 169,546
Purchase-property/plant/equipment (10,731,233) ( 6,288,281)
------------ ------------
Net cash provided by (used in)
investing activities (15,313,692) ( 7,880,831)
------------ ------------
<PAGE>
UNITED GROCERS, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
(Unaudited)
<CAPTION>
SIX MONTHS ENDED
---------------- ----------------
MARCH 29 MARCH 31
1996 1995
------------ ------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock 306,962 71,400
Repurchase of common stock ( 908,889) ( 1,326,700)
Proceeds of long-term liabilities:
Revolving bank lines of credit 499,400,000 369,400,000
Mortgages and notes 2,018,592 3,536,128
Redeemable notes and certificates 10,214,200 7,476,300
Repayment of long-term liabilities:
Revolving bank lines of credit (460,945,661) (353,641,758)
Mortgages and notes ( 2,358,261) ( 1,324,052)
Redeemable notes and certificates ( 9,177,200) ( 8,714,673)
------------ ------------
Net cash provided by (used in)
financing activities 38,549,743 15,476,645
------------ ------------
Net increase (decrease) in cash and
cash equivalents ( 1,698,174) 2,248,375
Cash and cash equivalents, beginning of year 13,045,456 12,984,028
------------ ------------
Cash and cash equivalents, end of quarter $ 11,347,282 $ 15,232,403
============ ============
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Six months ended March 29, 1996 ("1996") compared to six months ended
March 31, 1995 ("1995").
RESULTS OF OPERATIONS
OVERVIEW
In 1996, net sales and operations increased 22.0% to 599.5 million. This
compares to a 7.8% increase in 1995 to $491.4 million. Net income before
member allowances, patronage dividends, and income taxes remained even at
$10.7 million, (1.8% of sales in 1996, 2.2% of sales in 1995).
During 1996, the increase in net sales and operations was due primarily
to sales volumne through the new distribution facilities in California, higher
unit volume in the distribution segment, offsetting decreased written premiums
in the insurance segment, and lower sales volume from the retail store
operations. Profitability improved due to the increase in unit volume, lower
retail store losses and lower loss ratios in the insurance segment.
Offsetting these improvements were higher expenses associated with the new
distribution operations.
NET SALES AND OPERATIONS
Warehouse and Cash & Carry distribution segment sales increased 5.3% to
$469.2 million. Warehouse sales increased 2.8 % reflecting higher unit
volume. Cash & Carry sales increased 14.9%, due to higher unit volumes
(10.1%) and sales at new units (4.6%).
Insurance segment's net premiums, commissions and fees decreased 5.5% in
1996 to $10.6 million, primarily due to a reduction in premiums written,
partially offset by favorable changes in unearned premium reserves.
COSTS AND EXPENSES
In 1996, total costs and expenses increased $108.1 million to 588.8
million (98.2% of sales). This compares to $480.7 million (97.8% of sales) in
1995. The components of costs and expenses are outlined below:
Costs and Expenses as a Percent of Net Sales and Operations:
For the Three months ended:
3/29/96 3/31/95
------- -------
Cost of Sales 85.9 85.2
Operating expenses 10.2 10.2
Selling and administrative
expenses 0.8 1.0
Depreciation and amortization 0.5 0.6
Interest expense, net 0.7 0.4
------- -------
Total 98.1 97.8
Cost of sales as a percent of net sales and operations increased to 85.9%
in 1996 from 85.2% in 1995 primarily due to increased distribution segment
volumne and reduction in retail operations, which normally carry higher
margins.
Operating expenses as a percent of net sales and operations stayed even
at 10.2% of sales between 1995 and 1996.
MEMBER ALLOWANCES AND PATRONAGE DIVIDENDS
In 1996, member allowances and patronage dividends were $9.2 million
(1.5% of sales). This compares to $9.3 million (1.9% of sales) in 1995. The
decrease is due to higher member allowances and a slight decline in member
sales.
NET INCOME AND INCOME TAXES
Net income after member allowances, patronage dividends, and before taxes
was $1.4 million (0.2% of sales) in 1996 compared to $1.4 million (0.3% of
sales) in 1995. Net income after taxes was $0.9 million (0.2% of sales)
compared to $0.8 million (0.2% of sales) in 1995.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS FROM OPERATING ACTIVITIES
In 1996, the Company used $24.9 million in cash in its operations, an
increase of $19.6 million in cash used compared to 1995. Merchandise
inventories increased primarily due to increased volume in the California
operations.
At the beginning of the prior fiscal year, the Company adopted FASB #113
(Accounting for Reinsurance Contracts). The adoption of this change had the
effect of increasing accounts receivable by $2.4 million, other current assets
by $1.5 million and accounts payable by $3.9 million.
CASH FLOWS FROM INVESTING ACTIVITIES
In 1996, the Company used $15.3 million in cash in investing activities.
This compares to the $7.9 million in cash used by investing activities in
1995. The main components of the shift in the cash flow from investing
activities was the $2.2 million increase in loans to members, and a $5.2
million decrease in the net sales of member loans.
CASH FLOWS FROM FINANCING ACTIVITIES
In 1996, the Company's financing activities provided $38.5 million in
cash compared to $15.4 million in 1995. Cash was primarily provided through
the utilization of the Company's bank credit lines.
Subsequent events
LABOR NEGOTIATIONS
The Company's labor agreements expired on April 1, 1996. Present
negotiations are proceeding with all the bargaining units. The Company's
labor relations continue to be satisfactory.
BANK LINE OF CREDIT RENEWAL
The Company's Bank Credit Agreements expiration dates have been extended
from April 30, 1996 to May 31, 1996. The Company expects these agreements to
be renewed with substantially the same terms and conditions.
<PAGE>
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders.
At the annual meeting of the shareholders on January 13, 1996, the
following directors were elected: Robert A. Lamb, Ron Mansacola, and H. Larry
Montgomery. The following directors will continue their terms of office:
Raymond Nidiffer, David D. Neal, Peter J. O'Neal, Dick Leonard, Deano Ryan,
and Gordon Smith. The number of votes received by each nominee for director
was as follows: Kenneth W. Findley - 81, Robert A. Lamb - 96,
Ron Mansacola - 86, H. Larry Montgomery - 107, Michael Werness - 25,
Richard L. Wright, Jr. - 55.
A number of minor amendments to the company's Bylaws were voted
upon. The amendments were proposed in order to conform the Bylaws to state
corporate law and make gramatical and other minor changes. The vote for the
proposed amendments was 112 for, 12 against and 23 abstaining.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit 3. Bylaws of United Grocers, Inc.
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K. During the quarter for which this
report is filed, the Registrant filed on Form 8-K/A an amendment to its
Current Report on Form 8-K dated December 14, 1995, setting forth certain
financial statements and pro forma financial information as required by Item 7
of Form 8-K.
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 thereunto duly authorized.
Date: May 13, 1996 UNITED GROCERS, INC.
(Registrant)
By /s/John W. White
John W. White
Vice President
(Principal Accounting Officer)
<PAGE>
</TABLE>
<PAGE>
Exhibit 3
TABLE OF CONTENTS
ARTICLE I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
NAME, OBJECT AND OFFICES . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1. NAME . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2. OBJECT . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 3. OFFICES. . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
MEETINGS OF STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1. ANNUAL MEETING . . . . . . . . . . . . . . . . . . 1
SECTION 2. SPECIAL MEETINGS . . . . . . . . . . . . . . . . . 1
SECTION 3. NOTICES OF MEETINGS. . . . . . . . . . . . . . . . 2
SECTION 4. QUORUM . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 5. VOTING LISTS . . . . . . . . . . . . . . . . . . . 2
SECTION 6. VOTING.. . . . . . . . . . . . . . . . . . . . . . 2
SECTION 7. PROXIES. . . . . . . . . . . . . . . . . . . . . . 2
SECTION 8. MANNER OF CONDUCTING MEETINGS. . . . . . . . . . . 3
ARTICLE III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1. POWERS AND DUTIES. . . . . . . . . . . . . . . . . 3
SECTION 2. DUTIES OF DIRECTORS. . . . . . . . . . . . . . . . 3
SECTION 3. NUMBER AND QUALIFICATION OF BOARD OF DIRECTORS.. . 3
SECTION 4. ELECTION AND TERM OF OFFICE. . . . . . . . . . . . 3
SECTION 5. VACANCIES. . . . . . . . . . . . . . . . . . . . . 4
SECTION 6. ANNUAL MEETING.. . . . . . . . . . . . . . . . . . 4
SECTION 7. MONTHLY MEETINGS.. . . . . . . . . . . . . . . . . 4
SECTION 8. SPECIAL MEETING. . . . . . . . . . . . . . . . . . 4
SECTION 9. QUORUM.. . . . . . . . . . . . . . . . . . . . . . 4
SECTION 10. PRESIDING OFFICER. . . . . . . . . . . . . . . . . 4
SECTION 11. REMOVAL OF DIRECTORS.. . . . . . . . . . . . . . . 4
SECTION 12. COMPENSATION OF DIRECTORS AND OFFICERS.. . . . . . 5
SECTION 13. LOANS TO DIRECTORS. The corporation may make
loans to directors to the greatest extent permitted by
law.
ARTICLE IV.. . . . . . . . . . . . . . . 5
OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 1. OFFICERS.. . . . . . . . . . . . . . . . . . . . . 5
SECTION 2. CHAIRMAN, VICE CHAIRMAN, AND PRESIDENT.. . . . . . 6
SECTION 3. SECRETARY. . . . . . . . . . . . . . . . . . . . . 6
SECTION 4. TREASURER. . . . . . . . . . . . . . . . . . . . . 7
SECTION 5. OTHER OFFICERS.. . . . . . . . . . . . . . . . . . 7
ARTICLE V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
MEMBERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 1. QUALIFICATIONS.. . . . . . . . . . . . . . . . . . 7
SECTION 2. PROCEDURES.. . . . . . . . . . . . . . . . . . . . 8
SECTION 3. MEMBERSHIP TRANSFER AND CERTIFICATES.. . . . . . . 8
SECTION 4. GUARANTEE FUND.. . . . . . . . . . . . . . . . . . 8
SECTION 5. DELINQUENT ACCOUNTS OF STOCKHOLDER.. . . . . . . . 8
SECTION 6. RESIGNATION OF STOCKHOLDERS. . . . . . . . . . . . 8
SECTION 7. STOCKHOLDER'S CHANGE OF LOCATION.. . . . . . . . . 9
SECTION 8. INACTIVE STOCKHOLDER.. . . . . . . . . . . . . . . 9
SECTION 9. ASSIGNMENT OF INTEREST.. . . . . . . . . . . . . . 9
SECTION 10. INSOLVENT OR BANKRUPT STOCKHOLDER. . . . . . . . . 9
SECTION 11. BOOK VALUE OF STOCK. . . . . . . . . . . . . . . . 9
ARTICLE VI.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
CHARGES AGAINST STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . 10
SECTION 1. BOARD'S RIGHT TO EXPEL.. . . . . . . . . . . . . . 10
ARTICLE VII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
PATRONAGE REFUNDS FROM OCTOBER 1, 1956 . . . . . . . . . . . . . . . 10
SECTION 1. PAYMENT AMOUNT.. . . . . . . . . . . . . . . . . . 10
SECTION 2. FORM OF PAYMENT. . . . . . . . . . . . . . . . . . 11
SECTION 3. TAX TREATMENT. . . . . . . . . . . . . . . . . . . 11
SECTION 4. CORPORATION'S SET-OFF AND FIRST LIEN RIGHTS. . . . 12
ARTICLE VIII.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
DIVIDENDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 1. DIVIDENDS ON STOCK.. . . . . . . . . . . . . . . . 12
ARTICLE IX.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 1. REQUIREMENTS.. . . . . . . . . . . . . . . . . . . 12
<PAGE>
BYLAWS
OF
UNITED GROCERS, INC.
January 22, 1983
ARTICLE I.
NAME, OBJECT AND OFFICES
SECTION 1. NAME. The name of this corporation shall be "UNITED
GROCERS, INC."
SECTION 2. OBJECT. The object of this corporation shall be to
concentrate its buying powers, and further to promote the mutual benefit and
protection of its members (hereinafter referred to as "Stockholders") and to
exercise the rights and privileges and powers enumerated in its Articles of
Incorporation, all in the conduct of business on a cooperative basis.
SECTION 3. OFFICES. The principal place of business of this
corporation shall be in Clackamas County, State of Oregon.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETING. An Annual Meeting of the Stockholders shall
be held at the office of the corporation in Clackamas County, Oregon, on the
second legal Monday of January of each year, at the hour of eight o'clock
(8:00 p.m.), of said day and date, or at such other place or on such other
date and time as the Board of Directors may determine. Notice of the Annual
Meeting of the Stockholders shall be mailed by the Secretary to each
Stockholder at least ten (10) days before the date of said Annual Meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the Stockholders for
any purpose or purposes whatsoever may be called at any time by the Chairman
or by a majority of the Board of Directors, or by at least one-tenth (1/10th)
of the Stockholders. Such calls must be in writing and addressed to the
Secretary who must thereupon give notice of the time, place, and object of the
meeting and by whose order it is called. In the event of such call, notice
must be given to each Stockholder by the Secretary by mailing a copy of said
notice to each Stockholder at least ten (10) days before such meeting. If the
Secretary refuses to give the notice, or if there is no Secretary, the call
may be addressed directly to the Stockholders, and be served as a notice in
like manner as if served by the Secretary, in which case it must specify the
time, place, and object of meeting.
SECTION 3. NOTICES OF MEETINGS. The Secretary shall mail a written
notice to each Stockholder not less than ten (10) days or more than sixty (60)
days prior to the meeting, of either Annual or Special Meetings of
Stockholders, by depositing said notice in United States Post Office directed
to the last known post office address of the Stockholder as appears on the
stock transfer books of the corporation with postage thereon prepaid.
As Amended Effective January 13, 1996
SECTION 4. QUORUM. The presence in person or by proxy of at least one-
third (1/3) of the Stockholders entitled to vote and who possess one-third
(1/3) of the total number of votes eligible to be cast at any meeting shall
constitute a quorum for the transaction of business. The Stockholders present
at a meeting duly called at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.
SECTION 5. VOTING LISTS. The Secretary shall make, at least ten (10)
days before each meeting of Stockholders, a complete list of the Stockholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares and votes
held by each, which list, for a period of two (2) days prior to such meeting,
shall be kept on file at the registered office of the corporation, and shall
be subject to inspection by any Stockholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any Stockholder
during the whole time of the meeting. The original stock transfer books shall
be prima facie evidence as to who are the Stockholders entitled to examine
such list or transfer books or to vote at any meeting of Stockholders.
SECTION 6. VOTING. Except as otherwise required by law, at all
meetings of Stockholders, each Stockholder of record shall be entitled to one
vote and one vote only irrespective of number of shares owned, which said vote
may be exercised in person or by proxy. No Stockholder shall have the right
to cumulate his votes in any election for Directors, or in any other matter.
All elections must be by ballot and held in accordance with these Bylaws.
Other voting may be by voice or by ballot.
SECTION 7. PROXIES. Every person entitled to vote or execute consents
shall have the right to do so, either in person or by written proxy executed
by such person, and bearing a date not more than sixty (60) days prior to any
meeting of the Stockholders at which said proxy is to be used, and filed with
the Secretary of the corporation, and which by statute or by its own specific
terms continues in full force and effect at the time of said meeting. All
proxies shall be filed with the Secretary of the corporation by the date of
any scheduled meeting at which the proxy is to be used.
SECTION 8. MANNER OF CONDUCTING MEETINGS. The presiding officer at
each meeting of the Stockholders or Board of Directors shall render a decision
on all procedural matters at such meetings, whose decision shall be final.
All meetings shall be conducted in a manner so as to encourage meaningful
participation and discussion, while expediting the decision making process.
ARTICLE III.
DIRECTORS
SECTION 1. POWERS AND DUTIES. The Board of Directors shall have the
power to manage, conduct, and control the affairs of the corporation and to
make rules and regulations not inconsistent with the laws of the State of
Oregon, or the Bylaws of the corporation, for the guidance of the officers and
management of the affairs of the corporation and to do any and all things
necessary and proper to carry out all or any of the purposes of the
corporation.
SECTION 2. DUTIES OF DIRECTORS. It shall be the Directors' duties to
cause to be kept a complete record of all their proceedings and acts and the
proceedings of the Stockholders and present a full statement at the regular
Annual Meeting of the Stockholders, showing in detail the assets and
liabilities of the corporation and general condition of its affairs and to
generally supervise through the President the affairs of the corporation.
SECTION 3. NUMBER AND QUALIFICATION OF BOARD OF DIRECTORS. The Board
of Directors shall consist of nine (9) Directors, each elected for a term of
three (3) years. Three (3) Directors shall be elected each year. Directors
are not eligible for re-election until one (1) year has elapsed from the date
said term has expired.
SECTION 4. ELECTION AND TERM OF OFFICE. The Chairman shall, on or
before the first day of each November preceding the Annual Meeting of the
Stockholders of the corporation, appoint a nominating committee of three (3)
Stockholders, none of whom shall be a Director except those in the last year
of their term. The duties of this committee shall be to select names of at
least two qualified Stockholders to be nominated for each vacancy on the Board
of Directors to be filled. The nominating committee shall submit its list of
candidates so selected to the Secretary of the corporation on or before
November 30th of each year. Thereafter, and not later than December 31st of
each year, additional nominations for Director may be made and designated by a
written petition signed by at least five Stockholders and delivered to the
Secretary of the corporation. Notice of all nominations shall be given to
each Stockholder along with notice of the Annual Meeting as provided in
Article II, Section 3 of these Bylaws. The Stockholders shall elect from the
nominees so designated the Board of Directors by ballot at the Annual Meeting
of the Stockholders, and the nominees receiving the highest number of votes
cast shall hold office for the term of years to which he/she has been elected
or until his/her successor shall have been elected, qualified, and installed.
SECTION 5. ELECTION AND TERM OF OFFICE. Not later than December 31st
of each year, nominations for Director may be made and designated by a written
petition signed by at least five Stockholders and delivered to the Secretary
of the corporation. Notice of all nominations shall be given to each
Stockholder along with notice of the Annual Meeting as provided in Article II,
Section 3 of these Bylaws. The Stockholders shall elect from the nominees so
designated the Board of Directors by ballot at the Annual Meeting of the
Stockholders, and the nominees receiving the highest number of votes cast
shall hold office for the term of years to which he/she has been elected or
until his/her successor shall have been elected, qualified, and installed.
SECTION 6. VACANCIES. Vacancies by death, resignation, or otherwise in
the Board of Directors shall be filled by a majority vote of the remaining
Directors, and such person shall hold office until election of his/her
successor.
SECTION 7. ANNUAL MEETING. The Annual Meeting of the Board of
Directors shall be held immediately upon adjournment of the Annual
Stockholders' Meeting of this corporation. This section of the Bylaws shall
constitute due and legal notice of said meeting. The Annual Meeting of the
Board of Directors may be held at such other place or on such other day and
time as determined by the Chairman of Board of Directors. The Secretary shall
notify the Directors, in writing, of any change in date or place of the Annual
Meeting of the Board of Directors at least ten (10) days in advance of such
meeting.
SECTION 8. MONTHLY MEETINGS. A regular monthly meeting of the Board of
Directors shall be held on the second Wednesday of each month at the office of
the corporation in Clackamas County, Oregon, at the hour of two o'clock
(2:00 p.m.). This section of the Bylaws shall be the only notice of such
meeting and no other notice is required. The monthly meeting may be held at
such other place or on such other day and time as the Chairman may direct.
The Secretary shall then notify the Directors, in writing, of the change in
date, time, and place of the monthly meeting.
SECTION 9. SPECIAL MEETING. Special meetings of the Board of Directors
shall be held at any time at the call of the Chairman, or of any three (3) of
the Directors. Written notice of special meetings shall be given to the
Directors at least 48 hours prior to the time of the said meeting, and the
notice shall state generally the business to be transacted at the said Special
Meeting.
SECTION 10. QUORUM. A majority of the number of Directors shall be
necessary to constitute a quorum for the transaction of business. Every act
or decision done or made by a majority of the Directors present at a meeting
duly held at which a quorum is present, shall be regarded as the act of the
Board of Directors. A Director shall be counted as present at any meeting at
which the director is able to participate in all discussions and hear all
other Directors present.
SECTION 11. PRESIDING OFFICER. The Chairman and Secretary of the
corporation shall act as Chairman and Secretary, respectively, of all
meetings, unless the Chairman or Secretary, as the case may be, shall appoint
another person to act in his or her stead.
SECTION 12. REMOVAL OF DIRECTORS. The Board of Directors or any member
thereof may be removed from office with or without cause by a vote of a
majority of the Stockholders of the corporation at a meeting held expressly
for that purpose after previous notice has been given of the time, place, and
intention to propose such removal. Meetings of Stockholders for this purpose
may be called by the Chairman, or by a majority of the Directors, or by at
least one-tenth (1/10) of the Stockholders. Such calls must be in writing and
addressed to the Secretary who must thereupon give notice of the time, place,
and object of the meeting and by whose order it is called. In the event of
such call, notice must be given each Stockholder at least ten (10) days before
such meeting. If the Secretary refuses to give the notice, or if there is no
Secretary, the call may be addressed directly to the Stockholders and be
served as a notice in like manner as if served by the Secretary, in which case
it must specify the time, place, and object of the meeting. In case the Board
(or any member or members thereof) is removed, a new Board (or member or
members in place of the member or members so removed) may be elected at the
same meeting.
SECTION 13. COMPENSATION OF DIRECTORS AND OFFICERS. The Board of
Directors shall be entitled to, and shall receive, compensation for each
regular or special meeting of the Board of Directors attended by them in the
following amounts: $10.00 for each Director and $25.00 for the Chairman of
the organization. The Board of Directors shall also be allowed reasonable
travel expenses when actually engaged in the business of the corporation.
Such compensation and travel expenses shall be paid out of the general fund of
the corporation.
The President shall receive such compensation as the Board of Directors
shall from time to time fix and determine.
SECTION 14. LOANS TO DIRECTORS. The corporation may make loans to
directors to the greatest extent permitted by law.
ARTICLE IV.
OFFICERS
SECTION 1. OFFICERS. The officers of this corporation shall be a
Chairman, a Vice Chairman, a President, a Secretary, a Treasurer, and such
Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and
Assistant Treasurers as the Board of Directors deem necessary. The Chairman
and Vice Chairman shall be elected by majority vote of the Board of Directors
at their Annual Meeting each year, and each shall hold office for a period of
one (1) year thereafter or until his/her successor shall have been elected,
qualified, and installed. Only those persons serving on the Board of
Directors of the corporation shall be eligible to hold the office of Chairman
or Vice Chairman. All other officers of the corporation shall be appointed by
the Board of Directors, each of them shall hold office until removed, with or
without cause, by the Board of Directors, or until the prior death or
resignation of such officer. The offices of President, Secretary, and
Treasurer may be held by the same person if so determined by the Board of
Directors.
SECTION 2. CHAIRMAN, VICE CHAIRMAN, AND PRESIDENT. It shall be the
duty of the Chairman to preside at all meetings of the Stockholders and
Directors, sign all certificates of stock, contracts, and other instruments in
writing which the Board of Directors have authorized him/her to do; he/she
shall call special meetings of the Board of Directors whenever he/she deems it
for the best interest of the corporation so to do or when requested to call a
special meeting by three (3) or more Directors of this corporation and
discharge all other duties required of him/her by this corporation.
The Vice Chairman shall, in the absence or disability of the Chairman,
perform the duties and exercise the powers of the Chairman and shall perform
such other duties as the Board of Directors shall prescribe. If at any time
the Chairman or Vice Chairman shall be unable to act, the Board of Directors
shall appoint some other member of the Board to do so, in whom shall be vested
for the time being, all of the duties and functions of the office of the
Chairman.
The President shall be the chief executive officer and have the general
powers and duties of supervision and management of the business of the
corporation, subject to the control of the Board of Directors of the
corporation. The President shall sign all contracts and other instruments in
writing which the Board of Directors have authorized him/her to do, and shall
perform such other duties as the Board of Directors may prescribe or require.
SECTION 3. SECRETARY. It shall be the duty of the Secretary:
First: To keep a record of the meetings and proceedings of the
Board of Directors and of the Stockholders, and of the appointments and other
general acts of the Chairman.
Second: To maintain the stock book and to fill out and
countersign all stock certificates issued; to sign as Secretary all contracts
in writing, including those which have been approved by the Board of Directors
and including those contracts which are also hereinbefore provided to be
signed by the Chairman.
Third: To keep the seal of the corporation and attach same to all
deeds, contracts, and other instruments requiring the same.
Fourth: To keep a record of all Stockholders and to serve all
notices required by law or the Bylaws of this corporation and in case of
his/her absence, inability, refusal, or neglect so to do, then such notice may
be served by any person thereunto directed by the Chairman or Vice Chairman of
this corporation.
Fifth: To perform all general duties of such office and such
other duties as the Board of Directors may prescribe or require.
SECTION 4. TREASURER.
First: The Treasurer shall receive all funds of the corporation and
keep them in a depository selected by the Board of Directors and see that the
same are only paid out on the check of the properly authorized person as
designated by the Board of Directors. This person shall furnish a bond for
the faithful performance of his/her duties in a sum determined by the Board of
Directors with some reliable surety company as surety, the expense of said
bond to be borne by the corporation.
Second: At each Annual Meeting of the Stockholders, he/she shall submit
a complete statement of assets and liabilities and an operating statement and
such other reports as may be required by the Board of Directors.
Third: He/she shall discharge such other duties, pertaining to his/her
office as shall be prescribed by the Board of Directors.
SECTION 5. OTHER OFFICERS. Any Vice Presidents and Assistant Vice
Presidents appointed by the Board of Directors shall be assigned such
responsibilities and duties as shall be specified by the Board of Directors.
Any Assistant Secretaries, in the order determined by the Board of Directors,
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe. Any Assistant Treasurers, in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers of the Board of Directors may from time to
time prescribe.
ARTICLE V.
MEMBERSHIP
SECTION 1. QUALIFICATIONS.
First: Applicants must be engaged in the retail grocery business and
must be acceptable to the Board of Directors of this corporation.
Second: Upon acceptance of the application for membership, the
applicant shall purchase shares of stock for each store owned by applicant and
shall pay for said stock the book value thereof as defined by these Bylaws.
The number of shares initially required per store and method of payment shall
be determined by the Board of Directors and revised from time to time at their
discretion.
SECTION 2. PROCEDURES. All applications for membership shall be
referred to the Board of Directors to be acted upon at the first Directors'
meeting held after application is received. The Board of Directors by
majority vote shall have the power to "accept" or "reject" all applications
for membership in the organization.
SECTION 3. MEMBERSHIP TRANSFER AND CERTIFICATES. The stock of this
corporation shall not be transferable, is not negotiable, and is subject to
all the Bylaws of this corporation. All stock certificates shall contain such
stipulations as the Board of Directors may approve, and shall be signed by the
Chairman or President and the Secretary of this corporation, under the seal of
the corporation. The corporation shall keep and retain the sole exclusive
right to redeem, repurchase, take up, cancel, and control said stock. The
stock certificate shall be an evidence of membership in this corporation,
subject to these Bylaws and the conditions and stipulations enumerated and
contained in such stock certificate.
SECTION 4. GUARANTEE FUND. The stock of this corporation is expressly
made a guarantee fund to this corporation and/or its subsidiaries for any and
all advance, debts, liabilities, and obligations of every kind and nature of
the owner thereof to this corporation and/or its subsidiaries. Before any
payment for stock shall be made by this corporation, upon the resignation,
withdrawal, or expulsion of such owner, or upon any other termination of said
membership, this corporation shall be entitled to deduct from the book value
of said stock all of such advances, debts, liabilities, and obligations of
every kind and nature of said Stockholder to this corporation and/or its
subsidiaries.
SECTION 5. DELINQUENT ACCOUNTS OF STOCKHOLDER. Statements of account
shall be rendered weekly in such manner as from time to time shall be
prescribed by the Board of Directors, including the imposition of due dates
and financial charges for failure to comply with said payment policy.
SECTION 6. RESIGNATION OF STOCKHOLDERS. Any Stockholder resigning
his/her membership or whose membership is terminated for any reason shall
surrender his/her stock to the corporation. Upon delivery of said stock and
acceptance of the resignation, the Board of Directors shall pay to the
Stockholder the book value of the surrendered stock as of the date of
resignation or termination less any indebtedness owed by the Stockholder to
the corporation and/or its subsidiaries. The Board of Directors may elect to
pay book value for shares in excess of the number initially required of the
resigning or terminating Stockholder per Article V, Section 1, less any
indebtedness to the corporation and/or its subsidiaries in twenty (20) equal
quarterly principal installments, together with a variable interest rate as
provided in the United Grocers Capital Investment Notes, or may pay for such
shares in such other manner as the Board of Directors from time to time may
determine.
SECTION 7. STOCKHOLDER'S CHANGE OF LOCATION. Any Stockholder who
changes the location of his/her grocery business from that which he/she
occupied at the time of his/her application for membership was originally
accepted shall notify the Board of Directors of his/her new location.
SECTION 8. INACTIVE STOCKHOLDER. Any Stockholder who makes no
purchases of warehoused merchandise from the corporation for a period of
thirty (30) days or more must resign his/her membership and surrender his/her
capital stock to the corporation upon order of the Board of Directors.
SECTION 9. ASSIGNMENT OF INTEREST. A Stockholder shall not assign,
transfer, nor set over unto his/her successor in interest, nor any person,
his/her stock certificate or any other right or interest such Stockholder may
have in this corporation; and if a Stockholder shall do so, or attempt to do
so, his/her membership shall immediately terminate and cease.
SECTION 10. INSOLVENT OR BANKRUPT STOCKHOLDER. Should any Stockholder
of this corporation become insolvent or bankrupt or make an assignment for the
benefit of creditors, then the membership of the said Stockholder shall cease
at the option of the Board of Directors.
SECTION 11. BOOK VALUE OF STOCK. The book value of stock as referred to
in these Bylaws shall be the value accorded thereto in the corporation's
fiscal year-end audit by the accounting firm representing the corporation,
made in accordance with generally accepted accounting practices, except that
in computing book value, there shall be excluded any amount attributable to
use of the equity method of accounting for investment in common stock of an
investee company less than eighty percent (80%) of whose stock is owned by the
corporation. Such established book value will become effective the following
January 1 and remain unchanged for the ensuing twelve (12) calendar months.
The book value shall be appropriately adjusted to reflect any stock splits,
reverse stock splits, stock dividends, or other like changes in
capitalization.
<PAGE>
ARTICLE VI.
CHARGES AGAINST STOCKHOLDERS
SECTION 1. BOARD'S RIGHT TO EXPEL. The Board of Directors shall have
the right to expel a Stockholder from the corporation and to purchase the
stock of the said Stockholder at book value less any indebtedness the
Stockholder owes the corporation and/or its subsidiaries, subject to payment
per Article V, Section 6 for any of the following reasons:
First: Disclosure of Confidential Information. Any Stockholder
who shall reveal, directly or indirectly, any of the workings, plans,
prospects, aims, confidential matters, or any other matter or things likely to
be a detriment or hindrance to this corporation, to any person whomsoever,
unless it to be a person in good standing as a Stockholder of this
corporation.
Second: Misuse of Position. Any officer or Director who shall
use his/her office or position for his/her own benefit and/or to the detriment
of the corporation or its Stockholders.
Third: Purchasing for the Benefit of Non-Stockholder. Any
Stockholder of this corporation who shall purchase goods, wares, or
merchandise, through the efforts of this corporation, for the use and benefit
of a Non-Stockholder, whether said use or benefit shall be direct or indirect.
Fourth: Violation of Laws. Any Stockholder who shall commit
any felony against the laws of the State of Oregon and/or of the United
States.
Fifth: Violation of Bylaws. Any Stockholder who violates or
intentionally disregards the Bylaws of the corporation.
Sixth: Acting to the Detriment of the Corporation. Any
Stockholder who conducts himself/herself or his/her business in a dishonorable
or dishonest way or commits any act or deed detrimental to the interests and
rights of this corporation or of its Stockholders.
ARTICLE VII.
PATRONAGE REFUNDS FROM OCTOBER 1, 1956
SECTION 1. PAYMENT AMOUNT. This organization is a corporation
operating on a cooperative basis for the benefit of its Stockholder-members.
All the net income of the corporation, excepting that income from sales to
Non-Stockholders or extraneous income not qualifying for patronage refunds
under the United States Internal Revenue Code, as may be determined at the
discretion of the Board of Directors, and after the setting aside by the Board
of Directors of such reasonable reserves as they shall determine from time to
time to be appropriate for the purpose of adequately providing for the proper
facilities and the working capital required to enable the corporation to carry
on its business as a cooperative and for the purpose of providing for the
expectancy of any losses or contingencies, shall be distributed as patronage
refunds to its Stockholders on the basis of "patronage" annually. "Patronage"
is hereby defined as each Stockholder's share of the net income distributed on
the basis of the percentage that each Stockholder's annual "gross margin
earnings" bears to the corporation's total annual "gross margin earnings."
"Gross margin earnings" represents the difference between the sales price and
the dead net cost of the merchandise sold, not reduced by cost-equalization
allowances, on all sales, less sales returns.
SECTION 2. FORM OF PAYMENT. Not less than twenty percent (20%) of
patronage dividends due each Stockholder each year shall be paid in cash. The
balance will be paid in capital stock of the corporation or other qualified
written notices of allocation, in such amounts and proportions as may be
determined by the Board of Directors from time to time, so long as
stockholders are treated equally as required by the Internal Revenue Code.
The Board of Directors may from time to time determine the relative
proportions of patronage dividends which are to be paid in cash or capital
stock to each Stockholder based upon:
First: Such Stockholder's holding of capital stock or other
securities of the corporation.
Second: Such Stockholder's deposits in the corporation.
Third: Such Stockholder's volume of purchases.
Fourth: Or such other factors as the Board of Directors may
deem appropriate, but in no event less than twenty
percent in cash, as required by the Internal Revenue
Code.
SECTION 3. TAX TREATMENT. Each applicant who hereafter applies for and
obtains membership in this organization and each Stockholder of this
corporation on the effective date of these Bylaws who continues as a
Stockholder after such date shall, by such act alone, consent that the amount
of any patronage dividend payments with respect to said Stockholder's
purchases from this organization occurring after October 1, 1963, which are
made in written notices of allocation (as defined in Section 1388 of the
United States Internal Revenue Code, as amended by the Revenue Act of 1962)
and which are received by said Stockholder from this corporation will be taken
into account by said Stockholder at their stated dollar amounts in the manner
provided in Section 1385(a) of the United States Internal Revenue Code in the
taxable year in which such notices of allocation are received by said
Stockholder.
SECTION 4. CORPORATION'S SET-OFF AND FIRST LIEN RIGHTS. Each
Stockholder of this corporation, by his act of becoming or continuing as such
a Stockholder, also shall be deemed to have authorized and directed that,
prior to the distribution to such Stockholder of any patronage dividends, such
patronage dividends may instead be applied by the corporation as an offset
against any indebtedness owing at such time to the corporation by such
Stockholder, provided, however, that an amount equal to twenty percent (20%)
of the total patronage dividends distributable for the applicable year to any
such Stockholder shall nevertheless be paid in cash to such Stockholder within
eight and one-half (8-1/2) months following the close of such year. In order
to secure the payment of any indebtedness owing from time to time by any such
Stockholder to the corporation, such Stockholder shall further thereby be
deemed to have granted to the corporation a first lien upon: (1) all patronage
dividends accrued for the account of such Stockholder with respect to which
the corporation possesses such a right of offset prior to distribution thereof
to such Stockholder and (2) any document constituting a written notice of
allocation which is held by such Stockholder at any time.
ARTICLE VIII.
DIVIDENDS
SECTION 1. DIVIDENDS ON STOCK. The Board of Directors may, in its
discretion, authorize dividends on the stock of the cooperative in an amount
not to exceed the net non-patronage sourced income for the year in which the
dividend is declared. Such dividend shall also not exceed 8 percent of the
book value of such shares in any year.
ARTICLE IX.
AMENDMENTS
SECTION 1. REQUIREMENTS. These Bylaws may be altered, amended, or
repealed at any regular or Special Meeting of the Stockholders, upon a two-
thirds (2/3) majority vote of the quorum present, provided said proposed
change is submitted to the Stockholders in writing at least ten (10) days
prior to such meeting.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information
extracted from the consolidated financial statements
of United Grocers, Inc., for the fiscal quarter ended
March 29, 1996 and is qualified in its entirety by
reference to such financial statements.
<MULTIPLIER> 1
<FISCAL-YEAR-END> SEP-27-1996
<PERIOD-START> SEP-30-1995
<PERIOD-END> MAR-29-1996
<PERIOD-TYPE> 6-MOS
<S> <C>
<CASH> 11,347,282
<SECURITIES> 45,520,917
<RECEIVABLES> 70,723,055
<ALLOWANCES> 1,913,085
<INVENTORY> 100,297,378
<CURRENT-ASSETS> 236,262,498
<PP&E> 105,194,753
<DEPRECIATION> 42,629,653
<TOTAL-ASSETS> 357,524,279
<CURRENT-LIABILITIES> 166,969,483
<BONDS> 142,212,967
0
0
<COMMON> 27,883,300
<OTHER-SE> 15,920,365
<TOTAL-LIABILITY-AND-EQUITY> 357,651,061
<SALES> 599,504,405
<TOTAL-REVENUES> 599,504,406
<CGS> 515,223,153
<TOTAL-COSTS> 66,353,678
<OTHER-EXPENSES> 7,274,386
<LOSS-PROVISION> 1,145,268
<INTEREST-EXPENSE> 7,017,171
<INCOME-PRETAX> 1,420,073
<INCOME-TAX> 491,015
<INCOME-CONTINUING> 929,058
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 929,058
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
