As filed with the Securities and Exchange Commission--Subject to Change
File No. 2-66945
________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
___________________________________
POST-EFFECTIVE AMENDMENT NO. 18
on Form S-1
to
Form S-13
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________________________
For registration of Voting Trust Certificates representing:
CLASS A COMMON STOCK, $1.25 PAR VALUE
(Title of securities to be deposited under voting trust agreement)
Issued by:
ROUNDY'S, INC.
(Exact name of Issuer as specified in its charter)
____________________________________
WISCONSIN 39-0854535
(State or other jurisdiction (Issuer's I.R.S. Employer
in which issuer was incorporated Identification No.)
or organized)
23000 Roundy Drive
Pewaukee, Wisconsin 53072
(414)547-7999
(Address of Issuer's principal executive offices)
Robert G. Turcott
c/o Roundy's, Inc.
23000 Roundy Drive
Pewaukee, Wisconsin 53072
(414)547-7999
(Name and address of voting trustees' agent for service)
___________________________________
Copies to:
Whyte Hirschboeck Dudek S.C.
Attn: Eric R. Christiansen
111 East Wisconsin Avenue, Suite 2100
Milwaukee, Wisconsin 53202
_________________________________________________________________
<PAGE>
CROSS REFERENCE SHEET
Item Number and Caption Prospectus Caption
- ----------------------- ------------------
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus................(Cover Page)
2. Inside Front and Outside Back
Cover Pages of Prospectus..................(Second Page)
3. Summary Information and Ratio of
Earnings to Fixed Risk Factors.............Not Applicable
4. Use of Proceeds............................Not Applicable
5. Determination of Offering
Price......................................Not Applicable
6. Dilution...................................Not Applicable
7. Selling Security Holders...................Not Applicable
8. Plan of Distribution.......................Plan of Distribution
9. Description of Securities Summary Trust
to be Registered.......................... Agreement
10. Interests of Named Experts
and Counsel.................................Not Applicable
11. Information With Respect to The Company;
the Registrant..............................Establishment of
the Trust; Summary
of the Trust
Agreement; Owner-
ship of Securities;
The Trustees
12. Disclosure of Commission
Position on Indemnification
for Securities Act
Liabilities.................................Indemnification
<PAGE>
PROSPECTUS
ROUNDY'S, INC.
23000 Roundy Drive
Pewaukee, Wisconsin 53072
(414) 547-7999
Voting Trust Certificates representing
11,800 Shares Class A (Voting) Common Stock
The voting trust certificates ("Certificates") offered hereby are
offered to every person who shall become the owner of record of shares
of Class A Common Stock ("Class A Common") issued by Roundy's, Inc.
("Company"), as evidence of deposit of such shares with the Trustees of
the Roundy's, Inc. Voting Trust. Shares of Class A Common are offered
by the Company only to certain persons purchasing for investment who are
engaged in the operation of retail food stores and who are customers of
the Company; no person may purchase or own more than 100 shares of Class
A Common for every retail food store operated by such person and shares
may be owned only so long as the Company is the primary supplier for the
store.
This offering is not underwritten. There can be no assurance that
all or any part of the Class A Common issued after the date of this
Prospectus will be deposited in exchange for the Certificates offered
hereby. The transfer of shares of Class A Common is restricted by the
Articles of Incorporation of the Company, and the Certificates may not
be transferred except in compliance with such restrictions. There is
and will be no market for the Company's stock, nor for the Certificates.
HOLDERS OF VOTING STOCK OF THE COMPANY WHO DEPOSIT SUCH SHARES TO
THE VOTING TRUST MAY NOT WITHDRAW THEIR SHARES, AND THEREFORE MAY NOT
DIRECTLY VOTE SUCH SHARES, FOR A PERIOD OF AT LEAST FIVE YEARS
THEREAFTER. See "DEPOSIT AND WITHDRAWAL OF SECURITIES."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is , 1994.
----
<PAGE>
TABLE OF CONTENTS
-----------------
PAGE
----
THE COMPANY......................................................3
ESTABLISHMENT OF THE TRUST.......................................3
PLAN OF DISTRIBUTION.............................................4
SUMMARY OF TRUST AGREEMENT.......................................4
Deposit and Withdrawal of Securities..........................4
Voting of Shares Held by the Trustees.........................5
Transfer of Voting Trust Certificates.........................7
Amendment and Termination of Voting
Trust Agreement............................................7
Expenses and Indemnification..................................7
Trustees:Appointment, Terms, Resignation and Removal..........7
THE TRUSTEES.....................................................9
Business and Business Experience..............................9
Compensation of Trustees.....................................10
OWNERSHIP OF SECURITIES.........................................11
REPORTS TO SECURITY HOLDERS.....................................12
INDEMNIFICATION.................................................13
AMENDED AND RESTATED VOTING TRUST AGREEMENT.....................A-1
ACCEPTANCE OF VOTING TRUST AGREEMENT
AND STOCK POWER..............................................B-1
No person has been authorized to give any information or make any
representations other than as contained in this Prospectus in connection
with the offering described herein. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, to any person in
any state in which it is unlawful to make such offer or solicitation.
The delivery of this Prospectus at any time does not imply that there
has been no change in the affairs of the Company subsequent to its date
of issue.
<PAGE>
THE COMPANY
The Company is a corporation organized under the laws of the State
of Wisconsin in 1952. It is engaged in the distribution of food products
and related items through retail supermarkets owned by stockholders or by
the Company. The address of the Company's principal executive offices is
23000 Roundy Drive, Pewaukee, Wisconsin 53072.
The issued and outstanding shares of capital stock of the Company
are divided into two classes: Class A Common Stock ("Class A Common"),
having voting rights on all matters submitted to a vote of stockholders,
and Class B Common Stock ("Class B Common"), having no voting rights
other than those provided by law. Shares of Class A Common may be issued
nly to persons who are engaged in the operation of retail food stores and
who are customers of the Company. Only shares of Class A Common may be
eposited in the Roundy's, Inc. Voting Trust (the "Trust").
ESTABLISHMENT OF THE TRUST
The Trust was created pursuant to the terms of a Voting Trust
Agreement executed under the laws of the State of Wisconsin in August, 1971,
amended and restated as of September 16, 1983, amended on April 8, 1986 and
as amended by Amendment No. 1987-1 (the "Trust Agreement'). The Trust was
established as the successor to an initial voting trust created at the time
of the incorporation of the Company. Both the Trust and the initial voting
trust were established for the purpose of holding record title to and voting
shares of Class A Common, which is the only class of the Company's
securities having voting rights beyond those provided by the Wisconsin
Statutes.
There are several limitations upon the ownership of Class A Common.
Such shares may be purchased and owned only by persons who are engaged in
the operation of retail food stores and who are regular customers of the
Company. Each such person is required to purchase 100 shares of Class A
Common, but no person may own more than 100 shares for each retail food
store operated by such purchaser.
The primary reason for such restrictions upon stock ownership is
that the Company was organized and is operated and taxed, and the
stockholders of the Company wish for it to continue to operate and to be
taxed, on a cooperative basis. The prerequisites of taxation of this type
of a corporation as a cooperative are not fixed by statute, but the United
States Internal Revenue Service requires in general that organizations which
are taxed as cooperatives meet two standards. The first such standard is
that a substantial majority of the voting securities of the organization
must be owned by its operating members or customers. The second standard is
that each such customer's voting power must be equal, or nearly equal, to
that of every other customer. The capital structure of the Company was
created to conform to these two requirements.
<PAGE>
The above restrictions on ownership of voting stock necessarily
limit the Company's ability to raise needed capital by means of the
issuance of equity securities. For this reason, the Company has relied
mainly upon borrowing to finance the operation and expansion of its
business. The main purpose for creating the original voting trust, and
its current successor, was to insure the stability of management
necessary to facilitate long-term financing on advantageous terms. As
of the date of this prospectus, all outstanding shares of Class A Common
were held of record by the Trustees.
PLAN OF DISTRIBUTION
Participation in the Trust is being offered to every person who has
or shall become the owner of record of shares of Class A Common. Each
such person will be requested by the Trustees to deposit such shares in
the Trust, in exchange for a Certificate evidencing beneficial ownership
of the shares so deposited. There are no repercussions to a stockholder
for failing to deposit shares of Class A Common.
This offering is being made only by the Trustees. No salesmen or
securities dealers are employed for the distribution of the securities
offered hereunder, and no person receives any commission, bonus, or
other compensation for soliciting the deposit of securities in
connection with the Trust.
SUMMARY OF TRUST AGREEMENT
Certain provisions of the Trust Agreement which are deemed by the
Trustees to be of special interest to prospective Security Holders are
summarized below. Such summary is necessarily selective and does not
purport to deal with all significant aspects of the Trust, nor to
include all provisions relating to those aspects which are summarized.
The summary below is qualified by reference to the Trust Agreement, a
copy of which is appended hereto and incorporated herein by this
reference.
Deposit and Withdrawal of Securities
- ------------------------------------
All shares of Class A Common deposited in the Trust will be
transferred upon the books of the Company into the names of the
Trustees. Such certificates are held for the Trustees by the Secretary
of the Company. Each certificate of stock issued to the Trustees under
the Trust Agreement bears the following legend:
"This certificate is held subject to an Amended
and Restated Voting Trust Agreement dated
September 16, 1983, a copy of which is on file
with the Secretary of Roundy's, Inc."
Paragraph 8 of the Trust Agreement provides a right of withdrawal
of all shares held by the Trustees. Persons who were holders of
Certificates (hereinafter "Security Holders", as they are designated by
the Trust Agreement) at September 16, 1983, the date of the amendment
and restatement of the Trust Agreement, and who executed the Trust
Agreement in its amended and restated form within three months
thereafter, are entitled to the withdrawal rights described below in
1984 and all subsequent years. All other Security Holders must wait
until their shares of Class A Common have been on deposit for five full
years before becoming entitled to withdrawal rights.
<PAGE>
Shares may be withdrawn from the Trust only during the months of
February or March in each year. On or before January 31 of each year,
the Trustees are required to give written notice of their withdrawal
rights to all Security Holders who are entitled to such rights as
described in the previous paragraph. The right of withdrawal is
exercised by the Security Holder tendering his Voting Trust
Certificate(s) to the Secretary of the Company, together with a written
statement that he wishes to withdraw his shares of Class A Common from
the Trust. The Secretary is then required to issue to the Security
Holder a certificate for Class A Common shares.
The Trust Agreement provides that no more than one-third of the
total number of shares of Class A Common then outstanding (whether or
not owned of record by the Trustees) may be withdrawn in any single
calendar year. If Security Holders who own Certificates representing a
greater number of shares wish to withdraw in a single year, withdrawals
are to be accepted in the order in which notices of withdrawal were
received until this limit has been reached, and the balance of the
withdrawals will be effected in the following year (without the
necessity of a second notice of withdrawal), subject to the same
limitation.
The above limitations upon withdrawal of shares of Class A Common
from the Trust do not limit or affect the right of every stockholder of
the Company to withdraw from the Company and to thereupon require the
Company to repurchase his shares of stock in the Company. For the
purposes of the Company's repurchase obligation, each Security Holder is
deemed to be the owner of all shares of Class A Common deposited by him.
When a Security Holder terminates his active customer status, his Class
A Common is exchanged for, or will be treated as, an equal number of
shares of Class B Common, and the Security Holder may exercise his right
to require such repurchase, in accordance with the terms of the
Company's Articles of Incorporation, By-Laws, and repurchase policy then
in effect, as amended from time to time.
Paragraph 6 of the Trust Agreement provides that any shares of
voting stock issued as stock dividends upon shares owned of record by
the Trustees shall be retained in the Trust and deemed to have been
deposited in the Trust. Cash or non-voting securities distributed as
dividends or rebates upon shares held in the Trust are to be passed on
directly to the Security Holders.
Voting of Shares Held by the Trustees
- -------------------------------------
MEETINGS OF SECURITY HOLDERS. Prior to each meeting of
stockholders of the Company, the Trustees must convene a meeting of
Security Holders to consider the matters to be voted upon at such
stockholder meeting. The conduct of the meeting of Security Holders is
to be in all respects similar to the conduct of a meeting of
stockholders of a Wisconsin corporation. A majority of the shares of
Class A Common on deposit to the Trust must be represented by their
respective Security Holders (in person or by proxy) in order to
constitute a quorum to do business, and each such share is entitled to
one vote. On all matters to be considered at the impending meeting of
stockholders of the Company (except the election or removal of Directors
or a proposal to merge or liquidate the Company or dispose of its
assets), the Trustees are required to vote all shares deposited to the
Trust as directed by a majority of the shares represented at the meeting
<PAGE>
of Security Holders. If such a vote of Security Holders cannot be
obtained, all shares deposited to the Trust are to be voted in
accordance with the will of a majority of the Trustees.
ELECTION OF DIRECTORS. One "Retailer Director" is elected to the
Board of Directors of the Company each year. Because Directors of the
Company serve three-year terms, the number of Retailer Directors currently
serving at any time will be three. A Retailer Director will be chosen by
the Security Holders at their meeting prior to the annual meeting of
stockholders of the Company each year, from a slate of nominees presented
by the Company's Advisory Committee (which consists of representatives of,
and is elected by, the Company's retailer customers). In voting to fill the
Retailer Director seat falling vacant each year, the Trustees are required
to cast the votes of all shares deposited to the Trust in favor of the
candidate receiving the highest total of votes at the meeting of Security
Holders. There can be no assurance that the candidate for Retailer Director
chosen by the Security Holders will actually be elected to the Board of
Directors, except at such times as the Trustees are record holders of a
majority of the outstanding Class A Common stock of the Company.
OTHER MATTERS. The Trustees are required by the Trust Agreement to
abstain from voting the shares of stock on deposit to the Trust in any
meeting of stockholders of the Company called to consider a proposal to
liquidate the Company, sell all or substantially all of its assets, or
approve a merger in which the Company would not be the surviving
corporation, unless (i) the Trustees are so directed by a vote of
two-thirds of the shares represented at a meeting of Security Holders at
which a quorum is present, or (ii) the Trustees are so directed by a
vote of a majority of such shares, and adoption of the proposal has been
recommended by vote of the Board of Directors of the Company.
The Trust Agreement does not specify whether a unanimous vote of
the Trustees is required in order to exercise the discretionary powers
of the Trustees. Subsection 701.19(9) of the Wisconsin Statutes
provides that in the absence of contrary provisions in the governing
instrument, any power vested in three or more Trustees may be exercised
by a majority.
Transfer of Voting Trust Certificates
- -------------------------------------
Voting Trust Certificates may not be transferred or assigned in
any manner except under the circumstances in which the underlying shares
may be transferred. Shares of Class A Common are subject to substantial
transfer restrictions contained in the Articles of Incorporation and
By-Laws of the Company. In particular, the written consent of the
Company must be obtained before any transfer may be made for any
purpose.
Amendment and Termination of Voting Trust Agreement
- ---------------------------------------------------
The Trust Agreement may be amended, or the Trust terminated, by
vote of two-thirds of the shares represented at a properly noticed and
constituted special meeting of Security Holders, or by a majority of
such shares if the proposal has been approved by a majority vote of the
Trustees. In addition, the resignation of all Trustees without the
appointment of any successor Trustees will effect a termination of the
Trust. Failing any such action, the Trust will expire by its own terms
on December 31, 1997.
<PAGE>
Expenses and Indemnification
- ----------------------------
The Company has agreed under the terms of the Trust Agreement to
pay all expenses of operating the Trust, and to indemnify the Trustees
against expenses, judgments and settlements in connection with the
discharge of their duties to the same extent as if the Trustees were
officers and directors of Roundy's. See "INDEMNIFICATION."
Trustees: Appointment, Terms, Resignation and Removal
- -----------------------------------------------------
The Trust Agreement provides for seven Trustees in the following
categories:
Three Trustees who shall be stockholder-customers of Roundy's or
principal officers of such a stockholder-customer which is not a natural
person (herein "Retailer Trustee");
Two Trustees who shall be officers of Roundy's (herein "Officer
Trustee"); and
Two Trustees who shall be persons having executive business
management experience who are independent from the management and
stockholders of Roundy's (herein "Independent Trustee").
No Retailer Trustee or Independent Trustee may simultaneously hold
office as a Director of Roundy's or be a person who is related by blood
or marriage to any other then-serving Trustee or Director. No Retailer
Trustee or Independent Trustee may serve more than two consecutive
terms.
Retailer Trustees and Independent Trustees serve five-year terms,
and may serve a maximum of two successive terms. The term of each
Officer Trustee is determined by the Board of Directors of Roundy's, and
an Officer Trustee automatically ceases to be a Trustee upon ceasing to
be an officer of Roundy's. Successor Trustees are appointed by majority
vote of the remaining Trustees.
<PAGE>
THE TRUSTEES
Business and Business Experience
- --------------------------------
The following table sets forth the names of the current Trustees,
their business addresses, and their business experience during the past
five years:
Business Name and
Name and Profession Principal Business Term
Business Address or Position of Company or Firm Expires
- ---------------- -------------- ------------------ ---------
Gerald F. Lestina President and Roundy's, Inc. 1997
23000 Roundy Drive Chief Operating (the Company)
Pewaukee, WI 53072 Officer since
(Officer Trustee) 1993; Vice
President of
Wisconsin Region
1992-1993; Presi-
dent of Milwaukee
Division 1986-1993;
Director since 1991
(term expires 1996)
Robert G. Turcott Vice President, Roundy's, Inc. 1998
23000 Roundy Drive Secretary and (the Company)
Pewaukee, WI 53072 General Counsel
(Officer Trustee) since 1987
John A. McAdams President and McAdams, Inc. 1996
318 S. Rochester Stockholder
Mukwonago, WI 53149
(Retailer Trustee)
Duane G. Tate Stockholder Tate Foods, Inc. 1995
729 S. Layton Blvd.
Milwaukee, WI 53215
(Retailer Trustee)
David A. Ulrich Principal Stock- Mega Marts, Inc. 1999
6400 S. 27th Street holder
Oak Creek, WI 53154
(Retailer Trustee)
Robert R. Spitzer President Milwaukee School of 1996
1134 North Road Emeritus Engineering
Burlington, WI 53105
(Independent Trustee)
Charles E. Stenicka President since MRA-The Management 1995
235 N. Executive Drive 1980 Association, Inc.
Brookfield, WI 53005
(Independent Trustee)
<PAGE>
Compensation of Trustees
- ------------------------
The following table sets forth the aggregate direct compensation of each
Trustee for services to the Trust during the fiscal year ended January
1, 1994:
Principal Annual
Name Position Year Compensation
- ---- --------- ---- ---------------
Gerald F. Trustee(1) 1993 $ -
Lestina 1992 -
1991 -
Robert G. Trustee(1) 1993 -
Turcott 1992 -
1991 -
Charles E. Trustee 1993 6,000
Stenicka 1992 6,500
1991 5,500
Robert R. Trustee 1993 -
Spitzer 1992 -
1991 -
John A. Trustee 1993 1,000
McAdams 1992 1,500
1991 500
Duane G. Trustee 1993 1,000
Tate 1992 1,500
1991 500
David A. Trustee 1993 -
Ulrich 1992 -
1991 -
(1) Gerald F. Lestina also serves as President, Chief Operating
Officer and Director of the Company. Robert G. Turcott also
serves as Vice President, Secretary and General Counsel of the
Company. Annual compensation for such individuals, in such
capacities, is paid by the Company for services to the Company
and is therefore not included in the foregoing table.
Officer Trustees receive no fees for serving as trustees. Retailer
Trustees each receive $500 per meeting. Independent Trustees each receive
$1,250 per quarter plus $500 per meeting.
The Trust Agreement contains no provision limiting the power of the
Trustees to deal or trade in Voting Trust Certificates or securities of
the Company, or to enter into contracts with the Company.
<PAGE>
OWNERSHIP OF SECURITIES
The Trustees of the Trust, as a group, were owners of record of all
of the 15,600 shares of Class A Common issued and outstanding at April 2,
1994. John A. McAdams is principal stockholder of McAdams, Inc. which
corporation is a Security Holder with respect to 600 shares of Class A
Common. Duane G. Tate is President and principal stockholder of Tate Foods,
Inc., which corporation is a Security Holder with respect to 300 shares of
Class A Common. David A. Ulrich is principal stockholder of Mega Marts,
Inc., which corporation is a Security Holder with respect to 1,200 shares of
Class A Common.
No person other than the Trustees owns of record, or is known by the
Trustees to own beneficially, more than 10% of the Class A Common (or of
the Certificates issued by the Trustees upon deposit of the Class A
Common to the Trust).
The following table sets forth the beneficial ownership of the
Company's Class B Common Stock by each of the Trustees, as of January 1,
1994:
Name and Beneficial Percent of
Address Ownership Class Owned
- -------- -------------- -----------
Gerald F. Lestina 11,105 shares (1) 0.97%
23000 Roundy Drive
Pewaukee, WI 53072
Robert G. Turcott 1,833 shares (2) .16%
23000 Roundy Drive
Pewaukee, WI 53072
John A. McAdams 61,038 shares 5.35%
318 S. Rochester
Mukwonago, WI 53149
Duane G. Tate 9,547 shares .84%
729 S. Layton Blvd.
Milwaukee, WI 53215
David A. Ulrich 68,339 shares 5.99%
6400 S. 27th Street
Oak Creek, WI 53154
(1) Includes options for 7,899 shares that are currently
exercisable but does not include options for an additional 3,501 shares
that have been granted.
(2) Includes options for 550 shares that are currently
exercisable but does not include options for an additional 950
shares that have been granted.
<PAGE>
Shares of Class B Common have no voting rights except as provided
by Wisconsin Statutes. (See "The Company.") Section 3.5 of the Amended and
Restated Articles of Incorporation of the Company provides that such
shares may not be transferred in any manner without the prior written
consent of the Company, unless the Company has agreed in writing to
repurchase such shares and has failed to do so.
The Trust may be deemed to be an "affiliate" of the Company, and
the Trustees, as a group, may be considered to be "parents" of, and in
"control" of, both the Trust and the Company, as those terms are defined
in the Securities Act of 1933, as amended, and the Regulations
thereunder.
REPORTS TO SECURITY HOLDERS
The Company furnishes annual reports to its stockholders within 120
days after the end of each fiscal year, which include financial
statements examined and reported on by independent certified public
accountants. With respect to shares of Class A Common, the Company
furnishes such reports directly to all persons listed upon the books of
the Trust as Security Holders.
The Trust Agreement makes no provisions with respect to the rights
of Security Holders to inspect the transfer books and list of Security
Holders. However, Section 180.0730(1) of the Wisconsin Statutes
provides as follows:
"One or more shareholders may create a voting trust,
conferring on a trustee the right to vote or otherwise act
for them, by signing an agreement setting out the provisions
of the trust and transferring their shares to the trustee.
The voting trust agreement may include any provision con-
sistent with the voting trust's purpose. When a voting
trust agreement is signed, the trustee shall prepare a list
of the names and addresses of all owners of beneficial
interests in the trust, together with the number and class
of shares each transferred to the trust, and deliver copies
of the list and agreement to the corporation's principal
office."
Furthermore, the Wisconsin Statutes provide holders of voting trust
certificates the same rights to inspect the records of the issuer of
deposited securities as a shareholder of the issuer.
All shares of Class A Common issued after December 31, 1979, will be
registered under the Securities Act of 1933. Financial and other
material information regarding the Company is contained in the
Prospectus describing the offering of such shares. Requests for
information, or other communications to Trustees, should be addressed
to: Mr. Robert G. Turcott, Vice President, Secretary and General
Counsel, Roundy's, Inc., 23000 Roundy Drive, Pewaukee, Wisconsin 53072.
<PAGE>
INDEMNIFICATION
Section 12(c) of the Amended and Restated Voting Trust Agreement
provides as follows:
"In addition to the payment of expenses as set forth
in subparagraph (a) hereof, Roundy's shall indemnify the
Trustees against any and all liabilities, suits,
actions, claims, damages, expenses, costs, losses,
demands and settlements to the fullest extent allowed
under Wisconsin law, as if the Trustees were officers or
Directors of Roundy's."
Roundy's has, in its By-Laws, established a policy indemnifying
officers and directors for liabilities and expenses arising out of their
actions in their capacities as officers and directors. This
indemnification policy also applies to Trustees of the Voting Trust.
This would include indemnification for certain liabilities on the part
of officers and directors under the Securities Act of 1933 (the
"Securities Act"). It is the public policy of the State of Wisconsin,
as expressed in Section 180.0859 of the Wisconsin Business Corporation
Law, to require or permit indemnification against claims arising under
federal law and state securities laws. However, insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling Roundy's
pursuant to the foregoing provisions, Roundy's has been informed that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
<PAGE>
APPENDIX A
AMENDED AND RESTATED
VOTING TRUST AGREEMENT**
This Amendment and Restatement of the Voting Trust Agreement dated
August 16, 1971, entered into as of this 16th day of September, 1983, by
and among Roundy's, Inc., a Wisconsin corporation ("Roundy's"); the
undersigned shareholders of Class A Common Stock ("Voting Stock") of
Roundy's, hereinafter collectively referred to as "Security Holders"'
and Vincent R. Little, John W. Andorfer, Edward M. Dexter, Robert E.
Hackett, Jr., and James H. DeWees, hereinafter collectively referred to
as "Trustees",
WITNESSETH:
WHEREAS, the Security Holders are the beneficial owners of Voting
Stock of Roundy's in the amounts set forth herein; and
WHEREAS, the Security Holders acknowledge that a substantial
majority of the shares of Voting Stock have been owned of record by the
Trustees of a voting trust (the "existing Voting Trust") since the
incorporation of Roundy's, and are now so owned; and
WHEREAS, the existing Voting Trust by its terms will expire in 1987;
and
WHEREAS, the parties have been advised that institutions providing
financing to Roundy's desire the extension of the voting trust
arrangement in order to provide such stability of management from year
to year as may reasonably be expected; and
WHEREAS, all the parties desire the continued success of Roundy's,
and for that reason deem it necessary and advisable in their best
interests that financing continue to be provided on favorable terms and
that the operation and management of Roundy's business continue in its
present manner; and
WHEREAS, the Security Holders and the Trustees mutually agree that
certain changes and clarifications of the terms of the existing Voting
Trust would be in the best interests of Roundy's and its shareholders;
and
WHEREAS, the Trustees have been acting as Trustees of the existing
Voting Trust, and the Security Holders have agreed that they should be
named as Trustees of the Amended and Restated Voting Trust hereunder,
and the Trustees have agreed to continue to act as such.
** As amended by Amendments No. 1 and No. 2 dated April 8, 1986 and
as amended by Amendment 1987-1.
<PAGE>
NOW, THEREFORE, in consideration of the deposit by each of the
Security Holders of their Voting Stock with the Trustees and the
Trustees' agreement to serve, and the performance of all the covenants
and conditions contained in this Agreement, and other valuable
consideration, the parties hereby agree as follows:
1. EXTENSION OF EXISTING TRUST. The existing Voting Trust shall be
continued and extended for a term ending on December 31, 1997, as amended by
the terms and conditions of this Agreement, with respect to all shares of
Voting Stock deposited by the Security Holders hereunder.
2. TRANSFER OF VOTING STOCK. Each Security Holder whose Voting
Stock is owned of record by the Trustees under the terms of the existing
Voting Trust shall, within ten days after executing this Agreement,
deliver his Stock Receipt or Receipts evidencing beneficial ownership
thereof to the Trustees, in care of the Secretary of Roundy's, and
agrees hereby that such share shall continue to be held by the Trustees,
and that the Trustees may make such changes in the form of registration
thereof as paragraph 3 of this Agreement requires. Every other holder
of Voting Stock who wishes at any time to become a Security Holder
shall, within ten days after executing this Agreement, deliver his
certificate or certificates for shares of Voting Stock to the Trustees,
in care of the Secretary of Roundy's, to be held subject to the terms of
this Agreement.
3. Record Ownership of Voting Stock. The Trustees shall cause all
Voting Stock deposited in accordance with paragraph 2 to be transferred
on the books of Roundy's to themselves as Trustees hereunder, and the
Secretary of Roundy's shall endorse across the face of each certificate
for shares deposited to the Voting Trust the following legend:
"This certificate is held subject to an Amended and Restated
Voting Trust Agreement dated September 16, 1983, a copy of which is
on file with the Secretary of Roundy's, Inc."
Any and all such certificates shall be maintained in the custody of the
Secretary of Roundy's.
4. VOTING TRUST CERTIFICATES. Each Security Holder shall receive a
Voting Trust Certificate signed by one of the Trustees on behalf of all,
evidencing receipt and deposit of the Security Holder's Voting Stock.
Voting Trust Certificates shall not be negotiable, and beneficial
interests in Voting Stock deposited with the Trust may only be
transferred in compliance with paragraph 7 hereof.
5. VOTING OF SHARES.
(a) Except as otherwise provided in this paragraph 5, the
Trustees shall vote all shares deposited with the Voting Trust hereunder
as a block as directed by vote of the Security Holders.
(b)(i) Not less than ten days before each regular or special
meeting of Roundy's shareholders (or such greater period as may be
required by applicable law), each Security Holder shall be given notice
by first class mail of the date, time, place and purpose of such meet-
ing, and of a date (not less than five days after such notice has been
given) and a time and place at which a meeting of Security Holders shall
be held to consider such matters as shall be submitted to a vote of
Security Holders. Any person, including one or more of the Trustees and
<PAGE>
also including the management of Roundy's, may solicit proxies to vote
at such meeting of Security Holders, and the form and validity of prox-
ies shall be governed by the pertinent provisions of the Wisconsin
Business Corporation Law (as it may exist from time to time) in the same
manner as if the Security Holders were shareholders. A Trustee selected
by vote of the Trustees shall preside at each meeting of Security
Holders, and the conduct of meetings shall be in all respects similar to
the conduct of a meeting of shareholders of a Wisconsin corporation. A
majority of the shares deposited to the Voting Trust (as of a record
date chosen by the Trustees within thirty days prior to the date of
notice) must be present in person or represented by proxy in order to
constitute a quorum, and each share of Voting Stock deposited to the
Voting Trust shall be entitled to one vote on each matter, to be cast by
the Security Holder who deposited such share or his proxy. Every matter
to be submitted to a vote of shareholders of Roundy's at the subsequent
meeting of shareholders (except such matters as are specified in sub-
paragraph (c)) shall be submitted to a vote of Security Holders at such
meeting, and (except as otherwise provided in subparagraph (d)) the
Trustees shall be bound to vote all shares deposited to the Voting Trust
in accordance with the direction of a majority of a quorum at the meet-
ing of Security Holders. In the event no quorum of Security Holders is
present at such meeting, or if for any other reason the vote of a
majority of such quorum on any issue cannot be obtained, each Trustee
may vote on such issue or issues in his discretion and all shares
deposited to the Voting Trust shall be voted in accordance with the vote
of a majority of then acting Trustees.
(b)(ii) Except as otherwise provided in Paragraph 11, a special
meeting of Security Holders may be called by Security Holders repre-
senting fifteen percent (15%) of the shares of voting stock deposited to
the Voting Trust (as of the date notice is given) for any purpose for
which Security Holders are entitled to vote under this Agreement, as if
such purpose were contained in a notice of shareholders meeting. Such
notice shall be given stating the reason for such meeting and proxies
may be solicited for it and the meeting held, all in accordance with the
applicable provisions of Paragraph 5(b)(i). A majority of the shares
deposited to the Voting Trust as of the Notice Date must be present in
person or represented by proxy in order to constitute a quorum and each
share of Voting Stock deposited to the Voting Trust shall be entitled to
one vote on each matter to be cast by the Security Holder who deposited
such share or his proxy. A majority of the Security Holder votes
present in person or by proxy at such meeting shall be required to adopt
any action and the Trustees shall be bound to vote all shares deposited
to the Voting Trust in accordance with the direction of a majority of a
quorum at the meeting of Security Holders, excepting as provided in
Paragraph 5(c), and if necessary, to call a meeting of the stockholders
to do so.
(c) The Security Holders shall have no vote with respect to
the election or removal of Directors of Roundy's, except as provided in
this subparagraph (c). Three members of the Board of Directors
(hereinafter the "Retailer Directors"), one of whose terms shall expire
at the annual meeting of shareholders each year, shall be elected by
vote of the Security Holders. At the meeting of Security Holders held
immediately prior to the annual meeting of shareholders each year, the
Advisory Committee of retailers shall present to the Security Holders a
roster of three nominees chosen by the Advisory Committee in its
discretion who either are themselves customer-shareholders of Roundy's,
or are principal officers of customer-shareholders which are not natural
<PAGE>
persons. The Security Holders whose shares are represented at such
meeting shall vote in the manner provided in subparagraph (b), and the
single candidate receiving the highest total of votes cast by Security
Holders shall receive the votes of all the Trustees to fill the vacancy
created by the expiration of the term of the retiring Retailer Director.
No Retailer Director shall be allowed to serve more than 10 years in
succession as a Director. In the event of the vacancy of any Retailer
Director position prior to the normal expiration of such Retailer
Director's term, such vacancy may be filled by vote of the remaining
Directors as provided in the By-Laws of Roundy's. In the event a
proposal to remove any Retailer Director is brought before the share-
holders of Roundy's at any regular or special meeting, the Security
Holders shall vote on such proposal in the manner provided in
subparagraph (b), and the Trustees shall vote all shares deposited to
the Voting Trust as directed.
With respect to the election of Directors who are not Retailer
Directors ("Non-Retailer Directors"), a meeting of Trustees shall be
held prior to each meeting of shareholders at which such Directors are
to be elected, at which meeting of Trustees each Trustee may vote for
one individual for each Non-Retailer seat on the Board of Directors to
be filled at the ensuing meeting of shareholders. The individuals
receiving the highest vote totals at the vote of Trustees shall receive
the votes of all shares held by the Voting Trust at the shareholder
meeting. In the event of a proposal to remove a Non-Retailer Director
or Directors, each Trustee may vote on such proposal in his discretion
and all shares deposited to the Voting Trust shall be voted in accor-
dance with the vote of a majority of then acting Trustees.
(d) In the event the shareholders of Roundy's shall be
called upon to consider a proposal to dissolve or liquidate Roundy's, or
sell all or substantially all of its assets, or approve a merger in
which Roundy's would not be the surviving corporate entity, the Trustees
shall refrain to vote the shares held by the Voting Trust upon such
proposal unless either (i) the Trustees are so directed by vote of
two-thirds of the shares present or represented by proxy at a properly
constituted meeting of Security Holders called for such purpose, or (ii)
the Trustees are so directed by a majority of such shares, and adoption
of the proposal has been recommended by vote of the Board of Directors
of Roundy's.
(e) Any action to be taken upon a vote of Trustees acting in
their discretion shall require the affirmative vote of a majority of all
then acting Trustees. However, a majority of the Trustees may execute a
proxy or proxies naming one or more persons to represent all the
Trustees at any meeting of shareholders, provided that such written
proxy shall specify the issues on which votes are to be cast pursuant
thereto and shall further specify, with respect to each such issue,
whether such vote is being cast in accordance with the direction of the
Security Holders or of a majority of the Trustees. No person appointed
as proxy by the Trustees shall be granted the authority to vote in his
discretion on any issue in a meeting of shareholders; if a vote of a
majority of Trustees may not be obtained on any issue as to which the
Trustees are empowered to vote in their discretion, the shares held by
the Trust shall not be voted.
(f) The Trustees shall not execute a written consent to any
resolution or action of shareholders taken without a meeting, nor shall
any Trustee propose any action or make any motion at any meeting of
shareholders which was not part of the agenda as contained in the notice
<PAGE>
to shareholders; but if any other shareholder shall make any such motion
or proposal from the floor, the Trustees may vote in their respective
discretion and all shares held by the Voting Trust shall be voted in
accordance with the vote of a majority of then acting Trustees, if a
majority is then present.
6. DIVIDENDS AND DISTRIBUTIONS.
(a) CASH DISTRIBUTIONS. Each Security Holder shall be
entitled to receive all cash distributions paid upon Voting Stock
deposited by him to the Trust, whether such distributions be dividends,
distributions upon partial or complete liquidation, or in any other
form. The Trustees shall disburse such corporate distributions within
ten days after receipt thereof, or they may direct Roundy's to make such
payments directly to the Security Holders, and Roundy's shall comply
with such direction.
(b) STOCK DISTRIBUTIONS. If any dividend payable in shares
of Voting Stock is declared upon Voting Stock held by the Trustees, the
Trustees shall retain the shares so issued which shall be deemed to have
been deposited under the terms of this Agreement, and shall issue Voting
Trust Certificates accordingly. If any dividend payable in securities
other than Voting Stock is declared upon Voting Stock held by the
Trustees, Roundy's shall issue such securities directly to the Security
Holders according to their respective interests.
7. TRANSFER OF SECURITY HOLDERS' INTERESTS. The Security Holders'
beneficial interests in shares deposited to the Trust may not be
transferred, assigned, pledged or alienated in any way except in
compliance with all applicable provisions of the Articles of
Incorporation and By-Laws of Roundy's, as if the Security Holder were
the record owner of such shares. The Trustees shall issue a Voting
Trust Certificate to the assignee of any Security Holder upon receipt of
all of the following:
(a) The assignor's Voting Trust Certificate;
(b) An instrument of assignment executed by the assignor in form
satisfactory to the Trustees;
(c) A certificate of the Secretary of Roundy's stating that all
the conditions precedent to the transfer of the shares have
been satisfied, as if the assignor had requested transfer of
record ownership of the shares; and
(d) An instrument in form satisfactory to the Trustees signed by
the assignee, by which the assignee agrees to be bound by all the terms and
conditions of this Agreement to the same extent as the assignor.
8. WITHDRAWAL.
(a) Each Security Holder shall have the right in accordance with
the procedure and subject to the limitations set forth in this paragraph
8 to withdraw shares of Voting Stock deposited by him, after such shares
have been on deposit for a period of at least five years; provided that
every person who is a Security Holder under the existing Voting Trust,
and who executes this Agreement within three months after the date
hereof, shall immediately have the withdrawal rights specified herein.
<PAGE>
(b) The Trustees shall give written notice to each Security
Holder having withdrawal rights on or before January 31st of each year.
Such Security Holder may exercise his withdrawal rights by giving
written notice to the Trustees, in care of the Secretary of Roundy's, at
any time during the months of February or March. Such written notice
shall be accompanied by the Security Holder's Voting Trust Certificate.
Within thirty days after receiving such notice, the Secretary of
Roundy's shall issue to such Security Holder a certificate evidencing
ownership of such person's Voting Stock, and shall make the necessary
adjustment to the number of shares evidenced by certificates held in the
name of the Trustees.
(c) The maximum number of shares of Voting Stock which may be
withdrawn from the Voting Trust in any calendar year shall be that
number which represents one-third of the number of shares of Voting
Stock outstanding at the beginning of such calendar year. In the event
Security Holders representing a greater number of shares wish to
withdraw in any year, withdrawals shall be accepted from Security
Holders whose notices of withdrawal have been received first by the
Secretary of Roundy's, and the balance shall be accepted in the
following year (without the necessity of further notice from the
Security Holders), subject to the above limitation.
9. TRUSTEES: APPOINTMENT, TERMS, RESIGNATION AND REMOVAL.
There shall be seven (7) Trustees representing the following
interests:
Three (3) Trustees shall be customer/shareholders of Roundy's or a
principal officer of such a customer/shareholder which is not a natural
person (herein "Retailer Trustee");
Two (2) Trustees shall be officers of Roundy's (herein "Officer
Trustee");
Two (2) Trustees shall be persons having executive business
management experience who are independent from the management and
stockholders of Roundy's (herein "Independent Trustee").
No Retailer Trustee or Independent Trustee may simultaneously hold
office as a Director of Roundy's nor shall be a person who shall be
related by blood or marriage to any other then-serving Trustee or
Director. No Retailer Trustee or Independent Trustee may serve more
than two consecutive terms.
Each Retailer Trustee and Independent Trustee shall serve for a term
of five (5) years, except that one Retailer Trustee and one Independent
Trustee shall serve for an initial term of four (4) years, and the third
Retailer Trustee shall serve for an initial term of three (3) years.
"Officer Trustees" shall serve from their appointment until their death,
resignation, or removal.
The initial Retailer Trustees and Independent Trustees, and their
initial terms of office (each effective and commencing April 8, 1986
immediately following the adoption of this amendment) are as follows:
5 Year Term: Robert R. Spitzer
(Independent Trustee)
David Ulrich
(Retailer Trustee)
<PAGE>
4 Year Term: Charles E. Stenicka
(Independent Trustee)
Vic Burnstad
(Retailer Trustee)
3 Year Term: Paul Spiegelhoff
(Retailer Trustee)
The initial Officer Trustees are John W. Andorfer and David H.
Maass.
Upon expiration of any Retailer and Independent Trustee's term,
successors shall be appointed for five (5) year terms by the remaining
Trustees from persons who have the necessary qualifications to be a
"Retailer Trustee" or an "Independent Trustee" as the case may be.
Successor "Officer Trustee" shall be appointed to serve for such terms
as the Board of Directors of Roundy's may determine.
Any trustee may resign at any time by filing his written resignation
with the Secretary of Roundy's. A Trustee may be removed from such
office, with or without cause, at any time by affirmative vote of all of
the other then-serving Trustees. In the event that any Officer Trustee
ceases to be an officer of Roundy's, Inc., such Officer Trustee shall
thereupon cease to be a Trustee hereunder.
10. SUCCESSOR TRUSTEES.
In the event of the death, resignation, incapacity or removal of any
Trustee, of any class, a successor Trustee who has the necessary
qualifications to fill that vacancy shall be appointed by a majority
vote of the remaining Trustees. In the event of the death, resignation,
incapacity or removal of a Retailer Trustee or Independent Trustee, if
such remaining Trustees shall fail to name a Successor Trustee within
six (6) months of the date of the vacancy, then the appointment shall be
made by a majority vote of the Security Holders at a meeting called for
that purpose and such Successor Trustee, after consenting to act as
such, shall have all the rights, duties and power hereunder given to any
other Trustee hereunder.
11. AMENDMENT OF TRUST AGREEMENT; TERMINIATION OF VOTING TRUST.
The Trust Agreement may be amended, or the Voting Trust terminated, in
accordance with the following procedure;
A special meeting of Security Holders may be called for such
purposes by a majority of the Trustees, or by Security Holders
representing twenty-five percent of the shares of Voting Stock deposited
to the Voting Trust as of the date notice is given. Such notice shall
be given in accordance with all the applicable provisions of paragraph
5(b), stating the reason for such meeting, and a meeting shall be held
in accordance with the procedures set forth in such paragraph
(including, without limitation, the provisions relating to a quorum).
The Agreement shall be amended, or the Voting Trust terminated, in
accordance with the proposal if either (i) two-thirds of the shares
present or represented by proxy at such meeting affirmatively so vote,
or (ii) a majority of such shares so vote, and the proposal has been
approved by a majority of the Trustees voting independently. In
addition, the resignation of all Trustees without the appointment of any
successor Trustee or Trustees shall terminate the Voting Trust automatically.
<PAGE>
Upon termination of the Voting Trust, all Security Holders shall
deliver to the Secretary of Roundy's their Voting Trust Certificates.
Within thirty days after receipt of each such Certificate, the Secretary
of Roundy's shall issue to the Certificate Holder a certificate
evidencing ownership of such person's Voting Stock, and cancel the same
number of shares standing on the books of Roundy's in the name of the
Trustees.
12. EXPENSES; COMPENSATION; INDEMNIFICATION.
(a) Expenses. Roundy's shall pay all expenses of the Trustees
reasonable and necessary for the operation of the Voting Trust, including,
without limitation, the cost of communicating with Security Holders and
of soliciting the proxies thereof, in the event the Trustees determine
such solicitation is advisable; the cost of conducting meetings; and the
cost of legal counsel on matters relating to the Agreement.
(b) Compensation. Trustees who are also employees, officers or
Directors of Roundy's shall receive no compensation for acting as
Trustees. Any other Trustees may receive from Roundy's such fees as the
Board of Directors, in its sole discretion, shall determine from time to
time.
(c) Indemnification. In addition to the payment of expenses as
set forth in subparagraph (a) hereof, Roundy's shall indemnify the Trustees
against any and all liabilities, suits, actions, claims, damages,
expenses, costs, losses, demands and settlements to the fullest extent
allowed under Wisconsin law, as if the Trustees were officers of
Directors of Roundy's.
13. ULTIMATE TERM OF VOTING TRUST. This Agreement shall remain
in effect until the latest to occur of (i) termination by act of the Security
Holders and/or the Trustees in accordance with paragraph 11; (ii) dissolution
of Roundy's or (iii) expiration of the term of this Agreement in accordance
with paragraph 1.
14. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, and their respective heirs,
executors, administrators, personal representatives, successors and
assigns.
<PAGE>
APPENDIX B
ACCEPTANCE OF VOTING TRUST AGREEMENT
AND
STOCK POWER
I, the undersigned, being the beneficial owner of the number of
shares of Class A Common Stock of Roundy's, Inc. set forth below, hereby
acknowledge receipt of the Prospectus relating to Voting Trust
Certificates of the Roundy's, Inc. Voting Trust together with a copy of
the Amended and Restated Voting Trust Agreement, and agree that I will
be bound as a Security Holder by all the provisions of such Agreement.
I authorize the Secretary of Roundy's to attach this page to the
executed original Agreement and to deem it for all purposes to
constitute a portion thereof.
I hereby assign and transfer unto the Trustees of the Roundy's, Inc.
Voting Trust the shares described below, and irrevocably constitute and
appoint the Secretary of Roundy's as my agent and attorney to transfer
such stock on the books of such corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this day of , 19 .
---------- -------------------- --
SECURITY HOLDER:
____________________________ (SEAL)
Signature
(If a corporation):
__________________________________
Name of corporation
a ____________________ corporation
By:_______________________________
[CORPORATE SEAL]
Attest:___________________________
Number of shares:_______ State of residence or incorporation:
__________________________________
Certificate
Number(s):____________ Address for Notices and Reports:
__________________________________
__________________________________
__________________________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Indemnification of Directors and Officers.
See Paragraph 12(c) of Amended and Restated Voting Trust Agreement
dated September 16, 1983 which contains provisions relating to
indemnification of Trustees to the same extent as if such Trustees were
officers and directors of Roundy's.
Article VIII of Roundy's By-Laws provides for indemnification by
Roundy's of its Directors and Officers against liabilities incurred in
their capacities as such. This indemnification policy also applies to
Trustees of the Voting Trust. The following summary is subject to the
specific provisions of said Article VIII and the capitalized terms used
therein are specifically defined in said Article VIII:
Generally, Article VIII of Roundy's By-Laws requires Roundy's to
indemnify a Director, Officer or Trustee for all Liability and
Expenses arising out of any claim made against such person or in a
Proceeding in which such person was a Party, unless such Liability
results from the person's Breach of Duty (which generally includes a
willful failure to deal fairly with Roundy's or its stockholders
while subject to a conflict of interest; a transaction from which
the Director, Officer or Trustee derived improper personal profit; a
knowing violation of criminal law; willful misconduct; or
intentional or reckless statements or omissions regarding matters
under Board consideration). Indemnification includes the
reimbursement or advancement or expenses. Article VIII sets forth
specific procedures for requesting indemnification and for
determining whether indemnification is proper. Article VIII
provides that it is not the exclusive source for rights of an
Officer, Director or Trustee to indemnification.
Management believes that Roundy's policy with respect to
indemnification as expressed in Article VIII of the By-Laws is consistent
with application provisions of the Wisconsin Business Corporation Law
respecting indemnification of Directors and Officers.
Item 16. Exhibits and Financial Statement Schedules.
(a.) Exhibits
9 Amended and Restated Voting Trust Agreement dated
September 16, 1983, incorporated herein by reference
to Exhibit 9 of Registrant's Annual Report on Form
10-K for the year ended December 31, 1983.
9(a) Amendments No. 1 and 2, dated April 8, 1986 incor-
porated herein by reference to Exhibit 9(a) of Post-
Effective Amendment No. 9 on Form S-2 to
Registrant's Registration Statement on Form S-1
(File No. 2-66296), dated April 29, 1987.
<PAGE>
9(b) Amendment 1987-1 incorporated herein by reference to Exhibit
9(b) of Registrant's Registration Statement on Form S-2 (File
No. 2-66296), dated April 29, 1987.
Item 17. Undertakings.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Trustees Power of Attorney
--------------------------
The undersigned trustee hereby constitutes and appoints Robert G.
Turcott as his attorney, with full power of substitution and
resubstitution, for and in his name, place and stead, to sign and file
with the Securities and Exchange Commission further Post-Effective
Amendments to the Registration Statement for registration of Voting
Trust Certificates representing Class A Common Stock, together with any
and all exhibits and subsequent amendments thereto, with full power and
authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
12th day of April, 1994.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 18 to the Registration Statement has been
signed by the following persons as voting Trustees, on this 12th day of
April, 1994.
GERALD F. LESTINA CHARLES R. BONSON
- ------------------------- --------------------------
Gerald F. Lestina Charles R. Bonson
ROBERT G. TURCOTT JOHN A. MCADAMS
- ------------------------- --------------------------
Robert G. Turcott John A. McAdams
CHARLES E. STENICKA DUANE G. TATE
- ------------------------- --------------------------
Charles E. Stenicka Duane G. Tate
ROBERT R. SPITZER DAVID A. ULRICH
- ------------------------- --------------------------
Robert R. Spitzer David A. Ulrich
<PAGE>
