SECURITIES AND EXCHANGE COMMISISON
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
--
-- Form N-SAR
For Period Ended: July 3, 1998
- --- Transition Report on Form 10-K --- Transition Report on Form 10-Q
- --- Transition Report on Form 20-F --- Transition Report on 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.
<PAGE>
PART III
NARRATIVE
In the past, United Grocers, Inc. (the "Company"), has filed quarterly and
annual reports with the Securities and Exchange Commission ("SEC") pursuant to
Section 15(d) of the Securities Exchange Act of 1934. The Company, a
cooperative, was required to file periodic reports because the Company
registered and sold notes as well as common stock. The Company halted note sales
in June 1997, and sought legal advice regarding alternatives for obtaining a
suspension from the duty to file periodic reports with the SEC. In addition, in
the course of preparing financial statements as of October 3, 1997, and the year
then ended, Company management determined that previously issued financial
statements, including those as of September 27, 1996, and the fiscal year then
ended (as well as subsequent interim periods) should be restated. Preparation of
a restatement of the financial statements for the 1996 fiscal year and
subsequent interim periods has taken considerable time and effort and, although
the Company staff has been working diligently, the Company is unable to timely
file a Form 10-Q for the fiscal quarter ended July 3, 1998, without unreasonable
effort or expense, but intends to file within five calendar days of August 17,
1998.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Mark Tweedie, 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?
-- Yes X No
A Form 12b-25 Notification of Late Filing was filed on January 2, 1998, with
respect to the Company's Form 10-K for the fiscal year ended October 3, 1997, on
February 17, 1998, with respect to the Company's Form 10-Q for the quarter ended
January 2, 1998, and on May 19, 1998, with respect to the Company's Form 10-Q
for the quarter ended April 3, 1998.
(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
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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<PAGE>
It is expected that the earnings statements to be included in the
Form 10-Q for the fiscal quarter ended July 3, 1998, will reflect significantly
higher net income because of the sale of the Company's Cash & Carry Stores,
which resulted in a pre-tax gain of approximately $27 million.
United Grocers, Inc., has caused this notification to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: August 18, 1998
By /s/ Mark Tweedie
Mark Tweedie
Vice President
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