SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
December 22, 1997
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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
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Item 5. Other Events
In the course of preparing the financial statements of United
Grocers, Inc. ("Company"), and subsidiaries as of October 3, 1997, and for the
fiscal year then ended, management of the Company has determined that previously
issued financial statements, including those as of September 27, 1996, and for
the fiscal year then ended (as well as subsequent interim periods) should be
revised. Accordingly, the previously issued financial statements should no
longer be relied upon.
Although the nature and scope of the revisions to the previously
issued financial statements can be determined only after completion of an
investigation, the Company estimates, based on information now known, that the
effect of the adjustment will be to reduce total stockholders' equity as of
September 27, 1996, from that previously reported by an amount in the range of
$10 million to $12 million. Revised financial statements will be issued upon
completion of such an investigation.
A press release relating to such matters is attached as an
exhibit to this report and is incorporated herein by reference. The fourth and
fifth paragraphs of the press release contain forward-looking statements that
are subject to uncertainties that could cause actual results to differ
materially from those projected, including, without limitation, uncertainties
inherent in business plans and the changing of business methods, uncertainties
related to the response of customers and suppliers to changing business
strategies, uncertainties concerning the outcome of planned sales of
subsidiaries, and uncertainties with respect to the future availability of
financing.
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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: December 22, 1997 By: /s/ Mark Tweedie
Mark Tweedie
Vice President and Senior Financial Officer
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EXHIBIT INDEX
99 Press release relating to restatement of financial statements.
UNITED GROCERS, INC.
6433 S.E. Lake Rd.
Portland, Oregon 97222
FOR IMMEDIATE RELEASE
MONDAY, DECEMBER 22, 1997
CONTACT: CHARLES E. CARLBOM, PRESIDENT/CEO
503/833-1003
FINANCIAL ANNOUNCEMENT AT UNITED GROCERS, INC.
PORTLAND, OREGON - It was announced today that United Grocers will file notice
to stakeholders that prior year financial statements will be restated. The
effect of the restatement will be to reduce stockholders' equity previously
reported at September 27, 1996 by approximately $10-12 million. In addition, the
results of current year operations, while not finalized, will include
non-recurring, pre-tax charges of $14-16 million, a portion of which were
included in the results of operations reported in the Company's quarterly report
for the period ended June 27, 1997.
Excluding the effect of such restatement and non-recurring charges,
management expects fiscal year 1997 operations of the company to result in
positive earnings.
In order to allow management to finalize the reporting of fiscal 1997
operating results and completion of the audit by Coopers & Lybrand, its new
audit firm, United Grocers will delay filing its annual report to the Security
and Exchange Commission, and has postponed the annual meeting of stockholders to
February 25, 1998.
Going forward, the Company's senior management team has launched major
revenue enhancement and cost savings initiatives that are expected to favorably
impact fiscal 1998 earnings by approximately $10 million when fully implemented.
As part of the fiscal 1998 restructuring, management has also initiated the sale
of non-core subsidiaries, which will result in a substantial improvement of the
company's liquidity and debt ratios.
Additionally, the Boards of Directors of both United Grocers and
Associated Grocers, Seattle, Washington, have announced the formation of a new
company as part of a joint venture alliance. The Executive Board of the new
company has been selected and has chosen Mr. Donald W. Benson as Chief Executive
Officer. Benson and the new Board are in the process of selecting the joint
venture management team. This newly formed company will provide state-of-the-art
procurement, distribution systems and information services, positioning United
Grocers and Associated Grocers as the leading edge supply sources for
independent supermarkets.
United Grocers is a retail-owned food distribution and marketing
company serving over 1,200 supermarkets in Oregon, Northern California and
Southwest Washington.
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LEGAL NOTICE REGARDING FORWARD LOOKING STATEMENTS
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Although United Grocers remains optimistic about the future, as with all
forward-looking statements, the forward-looking statements made by United
Grocers in this release are subject to uncertainties that could cause actual
results to differ materially from those projected, including without limitation,
uncertainties inherent in business plans and the changing of business methods,
uncertainties related to the response of customers and suppliers to changing
business strategies, uncertainties concerning the outcome of planned sales of
subsidiaries, and uncertainties with respect to the future availability of
financing.
