FILING MADE PURSUANT TO
SECURITIES ACT OF 1933
RULES 424(B)(3) AND 424(C)
REGISTRATION FILE NO. 333-26285
SUPPLEMENT DATED JUNE 27, 1997
TO
PROSPECTUS DATED MAY 27, 1997
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UNITED GROCERS, INC.
(Portland, Oregon)
250,000 SHARES
COMMON STOCK, $5 PAR VALUE
$50,000,000 SERIES K 5% SUBORDINATED
REDEEMABLE CAPITAL INVESTMENT NOES
MATURING APPROXIMATELY 10 YEARS FROM DATE OF ISSUE
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To the extent it is inconsistent with the language set forth
in the Prospectus dated May 27, 1997 (the "Prospectus"), the information in this
Supplement supersedes the information set forth in the Prospectus, including
without limitation: (1) the information in the last two sentences of the second
paragraph on page 1; (2) the information opposite "Interest" in the section
entitled "Prospectus Summary" on page 5; (3) the information opposite
"Prepayment" in the section entitled "Prospectus Summary" on page 5; (4) the
information under "No Obligation to Redeem Notes" and "Dependence on Key
Personnel" in the section entitled "Risk Factors" on page 7; (5) the information
under "No Obligation to Pay More than Stated Interest Rate" under the section
entitled "Risk Factors" on pages 7 and 8; (6) the information in the first,
fourth, and fifth paragraphs under "Notes Offered" in the section entitled
"Introduction" on page 13; (7) the information in the fifth paragraph under
"General" in the section entitled "The Company" on page 14; (8) the information
under "Chief Executive Officer" in the section entitled "Recent Developments" on
page 17; and (9) the information in the first paragraph under "Prepayment" in
the section entitled "Description of Notes" on page 19.
INTEREST PAYABLE ON NOTES
Interest on the Subordinated Redeemable Capital Investment
Notes ("Notes") is payable at a rate of 5% per annum. However, the board of
directors of United Grocers, Inc. ("United") has voluntarily decided to pay
interest at the rate of 7% per annum during the period from June 16, 1997, to
September 15, 1997. On September 15, 1997, the interest rate on all Notes will
revert to the stated rate of 5% per annum unless the board of directors takes
further action. There can be no assurance that the interest rate on Notes after
September 15, 1997, will exceed 5% per annum. The only right evidenced by the
Notes is to receive timely payment of principal and interest at 5% per annum.
NOTE PREPAYMENT POLICY
Except upon the death of a registered holder or joint
registered holder, United has no obligation to prepay any Note. Nonetheless,
United's policy has been to prepay any Note upon 10 days' notice at the request
of the holder. In April and May 1997, prepayments were temporarily suspended due
to an unusual volume of requests. Effective June 1, United elected to continue
the temporary suspension. It is United's intention to resume the voluntary
prepayment policy as soon as the board of directors determines that the
company's capital position is sufficient to support the policy. United may
resume or discontinue the voluntary prepayment policy at any time.
CHIEF EXECUTIVE OFFICER
On April 18, 1997, Alan C. Jones announced his resignation as
President and Chief Executive Officer of United, but continued to serve as
acting President and Chief Executive Officer until May 30, 1997. Since the
departure of Alan C. Jones, the management of United has been under the
direction of a committee of senior management employees and guided by the board
of directors. Effective June 1, 1997, Charles E. Carlbom joined United as acting
President and Chief Executive Officer until United hires a permanent replacement
for Alan C. Jones. On January 1, 1997, Mr. Carlbom retired from his position as
President of Western Family Foods, Inc., a position he held for more than five
years.
