SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number: 2-60487
NOTIFICATION OF LATE FILING
Form 10-K Form 11-K Form 20-F X Form 10-Q
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___ Form N-SAR
For Period Ended:------------------------------------------------------
___ Transition Report on Form 10-K ___ Transition Report on Form 10-Q
___ Transition Report on Form 20-F ___ Transition Report of Form N-SAR
___ Transition Report on Form 11-K
For the Transition Period Ended: --------------------------------------
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
PART I
REGISTRANT INFORMATION
Full name of registrant: United Grocers, Inc.
Address of principal executive office (Street and number):
6433 S.E. Lake Road (Post Office Box 22187), Milwaukie, Oregon 97269
PART II
RULE 12B-25 (B) AND (C)
The subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b).
X (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
X (b) The subject quarterly report on Form 10-Q will be filed on or
before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
Due to a change in senior management and in key accounting personnel, certain
accounting issues need to be resolved prior to completion of the financial
statements. The Company is reviewing the net realizable value of certain used
equipment, the collectibility of certain receivables and the allowance for
inventory obsolescence. The resolution of these items are not determinable at
this time, but will be resolved by the time of filing of the Form 10-Q.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
John W. White, Vice President (503) 833-1000
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
X Yes No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
X Yes No
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Profitability for the third quarter of fiscal 1997 decreased due to
declining sales volume in the member distribution segment, higher amortization
expense and higher net interest expense. The Company also recognized higher
retail store losses, including the loss on the sale of assets for a closed
retail operation. In addition, due to a change in senior management, the Company
will be recording a $1.4 million severance reserve. Profitability will also be
negatively impacted by the resolution of the accounting issues referred to in
PART III. As a result of these factors, the Company may not be in compliance
with certain financial ratio covenants as defined in credit agreements with
current lenders.
United Grocers, Inc., has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: August 11, 1997 By /s/ John W. White
John W. White
Vice President
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