UNITED STATES
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) October 7, 1994
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ROUNDY'S, INC.
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(Exact name of registrant as specified in its
Wisconsin 2-66296 39-0854535
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
23000 Roundy Drive, Pewaukee, Wisconsin 53072
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 547-7999
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NONE
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(Former name or former address, if changed since last report.)
Page 1 of 2
Item 5. Other Events
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On September 30, 1994, the Boards of Directors of Spartan Stores,
Inc. ("Spartan Stores") and Roundy's, Inc. ("Roundy's") of Pewaukee,
Wisconsin, announced that on September 29, 1994, the companies signed a
Memorandum of Intent to merge their respective companies. Under the terms of
the proposed transaction, shareholders of each company would exchange the
shares that they own in Spartan Stores or Roundy's for shares of common stock
in a new corporation. Spartan Stores and Roundy's would operate as wholly
owned subsidiaries of the new corporation. A copy of the related press
release is attached as Exhibit 99 to this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Businesses Acquired. Not applicable.
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(b) Pro Forma Financial Information. Not applicable.
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(c) Exhibits. The following exhibits are furnished with this Current
-------- Report:
Exhibit No. Document
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99 Press Release
SIGNATURES
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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 thereunto duly authorized.
ROUNDY'S, INC.
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(Registrant)
Date: October 14, 1994 BY: ROBERT D. RANUS
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Robert D. Ranus
Vice President and Chief
Financial Officer
Page 2 of 2
Contact: Mr. David C. Busch
Vice President, Administration
Roundy's, Inc.
(414) 547-7999
Mr. James B. Meyer
Senior Vice President & C.F.O.
Spartan Stores, Inc.
(616) 878-2426
For Immediate Release
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ROUNDY'S, INC. AND SPARTAN STORES, INC.
ANNOUNCE INTENT TO MERGE
September 30, 1994 (MILWAUKEE, Wisconsin) -- Two of the Midwest's largest food
wholesalers have announced their intent to merge. The Boards of Directors of
Roundy's, Inc., of Pewaukee, Wisconsin, and Spartan Stores, Inc., of Grand
Rapids, Michigan, said a letter of intent to merge has been signed by both
companies.
Discussions between the companies have been underway for several months.
Following this week's action, Roundy's, Inc. and Spartan Stores, Inc. will
initiate necessary filings with regulatory agencies, follow a fiduciary
procedure known as 'due diligence,' and execute a formal merger document as
soon as possible. Neither company will speculate on how long it will take
to complete the process.
The transaction will involve an exchange of stock, with no cash involved. Both
companies have announced that this is a true merger in which neither is
dominant.
(more)
<PAGE>
Roundy's-Spartan Merger
Page 2
The new corporation, as yet unnamed, will be the nation's third largest food
wholesaler. (Roundy's, Inc. currently ranks sixth and Spartan Stores, Inc.
ranks seventh.)
Roundy's and Spartan are cooperative, privately-held corporations owned
primarily by the retailers they serve. The new corporation, whose charter
has not yet been drafted, will remain privately held according to officials
from both companies.
Roundy's, Inc. and Spartan Stores, Inc. are similar in many ways. Both
companies serve primarily independent retailers, they share similar
technologies and systems, operating philosophies and corporate cultures, and
are both located in the Midwest.
Company officials declined to speculate on which, if any, divisions or
operating centers of either company would be affected as a result of the
merger. They pointed out, however, that the differences between the two
companies presents a whole set of new opportunities for growth.
Roundy's, Inc. operates 10 divisions in Wisconsin, Illinois, Michigan, Indiana
and Ohio. Its total 1993 revenue (year ended January 1, 1994) was $2.48
billion. Spartan Stores, Inc. operates nine distribution facilities in
Michigan, Ohio and Kentucky. Its total 1994 revenue (year ended March 26,
1994) was $2.19 billion.
-XXX-
Enclosures: Fact Sheets: Roundy's, Inc. and Spartan Stores, Inc.
Contact: Mr. David C. Busch
Roundy's, Inc.
Vice President, Administration
(414) 547-7999
ROUNDY'S FACT SHEET
- - - - Established in 1872 as Smith, Roundy & Company at 333 East Water
Street in Milwaukee, Wisconsin.
- - - - Total 1993 revenue (year ended January 1, 1994) was $2.48 billion.
- - - - Operates 10 divisions in Wisconsin, Illinois, Michigan, Indiana
and Ohio. They are:
Milwaukee Division, Wauwatosa, Wisconsin
General Merchandise Division, Mazomanie
(MAY-zo-MAY-nee), Wisconsin
Eldorado Division, Eldorado, Illinois
Evansville Perishable Division, Evansville, Indiana
Midland Grocery of Westville, Indiana
South Bend Perishable Division, South Bend, Indiana
Midland Grocery of Michigan, Inc., Muskegon, Michigan
Spring Lake Merchandise, Inc., Van Wert, OH
Lima Division, Lima, Ohio
Cardinal Foods, Inc., Columbus, Ohio
- - - - Board of Directors includes:
John R. Dickson, Chairman and Chief Executive Officer
Gerald F. Lestina, President and Chief Operating Officer
Robert D. Ranus, Vice President and Chief Financial Officer
Charles Bonson
Gary N. Gundlach
George E. Prescott
George C. Kaiser
Brenton H. Rupple
Robert Bartels
(more)
<PAGE>
Roundy's Fact Sheet
Page 2
- - - - Elected corporate officers include:
John R. Dickson, Chairman and Chief Executive Officer
Gerald F. Lestina, President and Chief Operating Officer
Robert D. Ranus, Vice President and Chief Financial Officer
David C. Busch, Vice President of Administration
Edward G. Kitz, Vice President and Treasurer
Michael J. Schmitt, Vice President, Northern Region
Robert G. Turcott, Vice President, Secretary and General Counsel
- - - - As of January 1, 1994, 15,500 shares of Class A Common Stock and
1,140,302 shares of Class B Common Stock were outstanding. As the
company is privately held, there is no market for such shares.
- - - - The company's core business is the wholesale distribution of food
and nonfood products to supermarkets and warehouse food stores in
Illinois, Michigan, Indiana, Ohio, Iowa, Kentucky, Missouri,
Pennsylvania, Tennessee and West Virginia. The company also owns
and operates eight Pick 'N Save retail warehouse food stores. In
addition, the company provides specialized support services for
retail grocers including promotional merchandising and advertising
programs, accounting and inventory control, store development,
financing, and management assistance, and business insurance
lines.
- - - - The company services 1,130 retail grocery stores and 682
convenience stores.
- - - - Private label brands include Roundy's, Old Time, Spring Lake,
Perfect Match, Shurfine, Price Saver, Buyer's Choice, Super
Choice, Sunny Valley, Sunny Acres, Sunny Acre Farms, Classic,
Bonnie Blue, Valu-Check's, Gold Coin, and Meadow Moor Farms.
- - - - Roundy's operates its food wholesale business as a cooperative --
its retail customers own shares in the corporation. Federal tax
liabilities are determined under Subchapter T of the Internal
Revenue Code. These stockholder-customers receive "patronage
dividends" from Roundy's based on the sales of Roundy's to such
stockholder-customers. The subsidiaries of Roundy's, on the other
hand, do not operate as cooperatives. The customers serviced by
these subsidiaries are independent grocers, and do not receive
patronage dividends. In addition, approximately 31% of the
outstanding Common Stock of Roundy's is held by employees or
former customers of Roundy's. Although they participate in the
accumulation of equity in the consolidated Company, they do not
receive patronage dividends and do not own any Class A (voting)
stock.
XXX
SPARTAN STORES, INC.
1994 FACT SHEET
A leading force in the grocery industry and a growing, forward-moving
distribution center.
As our industry continues to evolve in the development and deployment of
technological and distribution systems, we intend to remain in the
forefront of change, confident that Spartan Stores will continue to
light the way for its retail customers by providing quality products and
services in a cost-effective manner. This enables retailers to excel in
serving the needs of their customers in the face of any competitive
challenge.
Statistics
- - - - Founded in 1917 as the Grand Rapids Wholesale Grocery Company.
- - - - Serving 475 independently-owned grocery stores in Michigan, Indiana
and Ohio.
- - - - Net sales for 1993-94: $2,189,494,805.
- - - - U.S. ranking as grocery wholesaler: #7 on the list of the top 50 in
the U.S.
- - - - U.S. ranking for convenience store distributors: #8 (includes both
J.F. Walker & L&L/Jiroch).
Source: U.S. Distribution Journal, Aug. 15, 1993
- - - - Spartan Stores, Inc. and subsidiaries serve over 14,300 customer
locations in nine states.
Subsidiaries
- - - - Capistar, Inc. - A food wholesaler based in Holt, MI, serving over 200
grocery stores in Michigan and Ohio. Full-service warehouse offering
specialty foods, Shurfine private label products, Piggly Wiggly
franchise and licensed Budget Pantry LAS (limited assortment store)
format.
- - - - J.F. Walker Company, Inc. - Nations 8th largest convenience store
distributor and the largest subsidiary of Spartan Stores, Inc.
Provides full-line product selections and support programs for 7,100
customer locations in Michigan, Indiana, Ohio, Kentucky, Illinois,
Tennessee, West Virginia, Georgia and Pennsylvania.
- - - - L&L/Jiroch Distributing Company - A convenience store distributor
based in Grand Rapids, Michigan, serving over 1,500 accounts in
Michigan, Indiana and Ohio.
- - - - Market Development Corporation - Established in 1960 by Spartan
Stores, Inc. Serves strictly as a real estate holding company.
- - - - Shield Benefit Administrators, Inc. - A third party administrator
providing a variety of services for employee benefit management.
- - - - Shield Insurance Services, Inc. - An all-line insurance agency located
in Grand Rapids, Michigan.
- - - - Spartan Insurance Company, Ltd. - An insurance company serving Spartan
Stores' retailers.
- - - - United Wholesale Grocery Company - A cash 'n carry wholesaler serving
5,000 convenience stores from 12 locations in Michigan and Ohio.
Distribution Center
Our efficient distribution system results in greater buying power and
market strength.
Locations: Corporate headquarters - 135 acres in Grand Rapids, Michigan
(Cross-docking with Sysco Frost Pack)
Second facility - Plymouth, Michigan
<PAGE>
Technology
- - - - ECR - Efficient Consumer Response - Electronic Marketing
- Scanning - LAN Local Area Network
- - - - Frequent Shopper Programs -EPS - Electric Payment System
- EDI - Electronic Data Interchange
- - - - Client Server Technology - Data Enterprise Modeling - Business
Process Re-engineering
- - - - Object Oriented Development
Products
- - - - Warehousing over 46,000 products including meat, bakery, deli,
produce, floral, frozen/dairy, general merchandise, grocery, seafood
- - - - Strong private label line with 1300 Spartan brand products including
low-salt, low-sugar, low-fat varieties; 1994 marks the 40th birthday
of Spartan brand
- - - - SAVE RITE private label products now number more than 240!
Consumer Focus
- - - - M-Fit Program - uses in-store shelf labeling to help consumers make
healthy eating choices.
- - - - Recipe Program - Nutrition labeling seminars - Convenience &
prepared foods
- - - - Health and nutrition foods - Quality Assurance Specialist on staff
- - - - One of very few grocery wholesalers with a Registered Dietician on
staff
Progressive Employer
- - - - Complete benefit packages - Tuition reimbursement - 401K - Bonus
health credits
- - - - Wellness Program - Associate Assistance Program - Career
Development
- - - - Open forums with Executive Officers - Diversity Awareness - In-
house training - Cross-training
- - - - Cross-functional team decision-making & planning - Work team concept
Environmental Recycling Achievements
These 1993 figures reflect the combined recycling efforts of Spartan
Stores, Inc. and retailers.
- - - - Corrugated-33,650 tons - Stretch wrap-105 tons - Milk jugs-73 tons
- - - - Plastic bags-98.5 tons - Polystyrene - 87 tons - Beverage
containers-296.5 tons - Office paper-176 tons
Community Involvement
- - - - Exclusive sponsor of the Michigan Special Olympics Summer Games for
10 years
- - - - Major contributor to Ohio & Indiana Special Olympics State Summer
Games
- - - - Sponsor of Walter Hagen Golf Classic benefiting American Cancer
Society of Kent County
- - - - Participants in Junior Achievement, United Way, Union High School
partnership
- - - - Contribute to National Emergency Relief for flood, hurricane and
earthquake victims
- - - - Spartan Stores Reclamation Center donated 1,653,263 pounds of food in
1993 to state food banks, International Aid, the American Red Cross
and local soup kitchens and organizations
- - - - Cash for Labels Program distributed $98,735.46 in 1993 to community
organizations
<PAGE>
Spartan Stores Officers Robert C. Morse Kenneth Wagar
Patrick M. Quinn Vice President, Human Vice President,
President & CEO Resources Procurement & Inbound
- - - - NGA-National Grocers - NAWGA Human Resources Logistics
Association (Board) Task Force (Vice - ECR Best Practices
- - - - NAWGA-Northern American Chairman) Subcommittee
Wholesaler Grocers - NAWGA Food - Co-Chair of Physical
Association (Board) Distribution Safety Distribution Work Group
- - - - FMI-Food Marketing Committee L. George Williams, Jr.
Institute (Board) Midwest Grocers Vice President, Grand
Charles Fosnaugh (Board) Rapids Distribution
Senior Vice President, - IRGA - Indiana Retail - National Private Truck
Business Development Grocers Association Council (Board)
- - - - Michigan Grocers (Board) - NAWGA Executive Task
Association (Board) Dennis Otto Force for Warehousing &
William May Vice President, Customer Transportation
Senior Vice President, Support Services - M.S.U. Materials &
Distribution/Information Joseph Smoliga, Jr. Logistics Management
Services Vice President, Plymouth Council
- - - - Executive Committee of Operations
the NAWGA Information - NAWGA Board of Spokespeople/Media
Technology Task Force Governors Productivity Contacts
James B. Meyer Committee Jann McKellar
Senior Vice President, - Associated Food Corporate, Promotional &
Corporate Support Dealers of Michigan General Information
Services & Chief (Board) (616) 878-2285 or
Financial Officer - Associated Food FAX (616) 878-2444
- - - - Michigan National Bank Dealers Scholarship Mary Dechow
(Board) Committee Government Relations,
- - - - Coca-Cola Retailing Environment
Research Council (616) 878-2469 or
FAX (616) 878-2775
Shari Steinbach, R.D.
Consumer Relations,
Nutrition
(616) 878-2756 or
FAX (616) 878-2791
Spokesperson Policy
The president of Spartan
Stores, Inc. is the major
spokesperson on any and
all chosen issues.
Spartan spokespeople will
represent Spartan, when
necessary, for
distribution of news
releases and verbal
interviewing.
