UNITED GROCERS INC /OR/
8-K, 1997-04-29
GROCERIES, GENERAL LINE
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                       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):

                                 April 18, 1997

                                -----------------


                              UNITED GROCERS, INC.
               (Exact name of Registrant as specified in charter)

                                     Oregon
                 (State or other jurisdiction of incorporation)

                                     2-60487
                              (Commission File No.)

                                   93-0301970
                        (IRS Employer Identification No.)

         6433 S.E. Lake Road (Milwaukie, Oregon)
         Post Office Box 22187                                       97222
         Portland, Oregon                                         (Zip Code)
         (Address of principal executive offices)

               Registrant's telephone number, including area code:

                                 (503) 833-1000





<PAGE>



Item 5. Other Events

               On April 18, 1997, United Grocers,  Inc. announced that its Chief
Executive Officer, Alan C. Jones, had decided to take early retirement.  A press
release  relating to such  announcement is attached as an exhibit to this report
and is incorporated herein by reference.


Item 7. Financial Statements, Proforma Financial Information, and Exhibits

               (c) Exhibits.

               The  exhibits  filed  herewith  are listed in the  exhibit  index
following the signature page of this report.




                                      - 2 -

<PAGE>



                                   SIGNATURES

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

                                 UNITED GROCERS, INC.


Dated:  April 28, 1997           By:  /s/ John W. White
                                      John W. White
                                      Vice President and Chief Financial Officer


<PAGE>



                                  EXHIBIT INDEX


      99 Press release announcing early retirement of Chief Executive Officer.




                                   EXHIBIT 99


NEWS RELEASE: Gerber Public Relations
              Contact:  Phil Stevens, Gerber Public Relations - (503) 221-0100


FOR IMMEDIATE RELEASE
April 18, 1997


                       RESIGNATION LEADS TO SEARCH FOR NEW
                             CHIEF EXECUTIVE OFFICER


      Portland,  Ore. -- United Grocers,  Inc. has announced that Alan Jones has
decided to take early  retirement from his post as president and chief executive
officer, effective immediately. To assist in the transition, Jones will serve as
acting CEO until a successor is found.
      
      The United  Grocers  board of  directors  will be  conducting a nationwide
search to find a suitable replacement for the $1.3 billion grocery cooperative.

      "Alan is leaving with tremendous respect from the United Grocers' board of
directors,  employees  and those in the grocery  industry,"  said Gordon  Smith,
chairman of the United  Grocers' board of directors.  "In the thirty years under
Alan's leadership,  United Grocers experienced  significant growth in sales. Our
goal remains to respond to the needs of the independent  supermarket operator in
the markets we serve,  so they can remain  competitive  with other retailers and
provide leadership in quality products and service."

      United Grocers, Inc. is a retailer-owned cooperative serving more than 390
member stores throughout Oregon, Washington and California. The company operates
distribution  centers in Portland  and  Medford,  Ore.,  and Tracy and  Modesto,
Calif.

      United  Grocers  is best known by the names of its  advertising  groups --
Thriftway  Stores,  Sentry  Supermarkets and Select Markets -- or by independent
operators such as Kienow's, Price Chopper, Ray's Food Place, Wizer's, Food Valu,
Hank's and many other fine independent grocers.

                                      # # #




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