As filed with the United States Securities and Exchange
Commission - Subject to Change
File No. 2-66945
____________________________________________________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
______________________________
POST-EFFECTIVE AMENDMENT NO. 22
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)
Edward G. Kitz
c/o Roundy's, Inc.
23000 Roundy Drive
Pewaukee, Wisconsin 53072
Telephone: (414) 547-7999
(Name and address of voting trustees' agent for service)
___________________________________
Copies to:
Whyte Hirschboeck Dudek S.C.
Attn: Andrew J. Guzikowski, Esq.
111 East Wisconsin Avenue
Suite 2100
Milwaukee, Wisconsin 53202
Telephone: (414) 273-2100
____________________________________________________________
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 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
to be Registered.............................
Summary of the Trust
Agreement
10. Interests of Named Experts
and Counsel Not Applicable
11. Information With Respect to
the Registrant Roundy's, Inc.;
Establishment of
the
Trust; Summary of
the Trust
Agreement;
Ownership of
Securities; The
Trustees
12. Disclosure of Commission
Position on Indemnification
for Securities Act
Liabilities Indemnification
PROSPECTUS
ROUNDY'S, INC.
23000 Roundy Drive
Pewaukee, Wisconsin 53072
(414) 547-7999
Voting Trust Certificates representing
9,100 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. (hereinafter "Roundy's"),
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 Roundy's only to certain persons purchasing
for investment who are engaged in the operation of retail
food stores which stores' primary source of supply is
Roundy's ("Active Customers"); each person must purchase and
own exactly 100 shares of Class A Common for every Active
Customer operated by such person and shares may be owned
only so long as such stores remain Active Customers (that
is, so long as Roundy's 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 Roundy's, and the Certificates may not be
transferred except in compliance with such restrictions.
There is and will be no market for Roundy's stock, nor for
the Certificates.
HOLDERS OF CLASS A COMMON (VOTING) STOCK OF ROUNDY'S WHO
DEPOSIT SUCH SHARES TO THE VOTING TRUST MAY NOT WITHDRAW
THEIR SHARES, AND ARE THEREFORE SUBJECT TO SUBSTANTIAL
RESTRICTIONS ON THEIR ABILITY TO VOTE SUCH SHARES DIRECTLY,
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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION NOR HAS THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
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 ____, 1998.
TABLE OF CONTENTS
PAGE
ROUNDY'S, INC. 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 6
Transfer of Voting Trust Certificates 7
Exercise of Statutory Dissenters' Rights 8
Amendment and Termination of Voting Trust Agreement 8
Expenses and Indemnification 8
Trustees: Appointment, Terms, Resignation and Removal 8
THE TRUSTEE 10
Business and Business Experience 10
Compensation of Trustees 12
OWNERSHIP OF SECURITIES 14
REPORTS TO SECURITY HOLDERS 15
INDEMNIFICATION 16
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 Roundy's
subsequent to its date of issue.
ROUNDY'S, INC.
Roundy's, Inc. ("Roundy's") 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, some of which are owned
by stockholders or by Roundy's. The address of Roundy's
principal executive offices is 23000 Roundy Drive, Pewaukee,
Wisconsin 53072. All references herein to "Company" refer
to Roundy's and its subsidiaries.
The issued and outstanding capital stock of Roundy's is
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 only to
persons who are engaged in the operation of retail food
stores and who are customers of Roundy's. Only shares of
Class A Common may be deposited 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 (the "Trust Agreement") executed under the
laws of the State of Wisconsin in August, 1971. The Trust
Agreement was amended and restated as of September 16, 1983,
and was further amended on April 8, 1986, Amendment No. 1987-
1, and by Amendment No. 1995-1 adopted on
April 12, 1995. The Trust was established as the successor
to an initial voting trust created at the time of the
incorporation of Roundy's. 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 Roundy'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, firms, partnerships, or corporations who are
engaged in the operation of retail food stores which food
stores' primary source of supply is Roundy's ("Active
Customers"). Each such person is required to purchase
exactly 100 shares of Class A Common for each Active
Customer operated by such person.
The primary reason for such restrictions upon stock
ownership is that Roundy's has historically been operated on
a cooperative basis and therefore determined its Federal
income tax liabilities under Subchapter T of the Internal
Revenue Code, which governs the taxation of corporations
operating on a cooperative basis. In general, in order for
a corporation to be taxed as a cooperative, a substantial
majority of the voting securities of the corporation must be
owned by its operating members or customers and each such
customer's voting power must be equal, or nearly equal, to
that of every other customer. The capital structure of
Roundy's was created to conform to these two requirements.
Although Roundy's anticipates that in the future it
will continue to operate on a cooperative basis, it is not
required to do so and its operation on a cooperative basis
could be terminated at any time by action of Roundy's Board
of Directors.
The above restrictions on ownership of voting stock
necessarily limits Roundy's ability to raise needed capital
by means of the issuance of equity securities. For this
reason, Roundy's 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 may 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 holders of Certificates (hereinafter referred
to as "Security Holders," as designated by the Trust
Agreement) 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 Roundy's books into the names of the
Trustees. Such certificates are held for the Trustees by
the Secretary of Roundy's. 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 Security Holders at September 16, 1983 (the date on
which the Trust Agreement was first amended and restated),
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 in
the Trust for five full years before becoming entitled to
withdrawal rights.
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 Roundy's, 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 a certificate for Class A Common shares in
the name of such Security Holder.
The Trust Agreement provides that no more than one-third
(1/3) 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, exclusive of
any shares deemed to be withdrawn upon the exercise of
Dissenters' Rights (see "Exercise of Statutory Dissenters'
Rights," below). 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 withdrawals 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 ability
of Roundy's stockholders to require Roundy's to repurchase
their shares of stock upon the termination of their status
as an Active Customer, subject to and in accordance with the
terms of Roundy's Stock Redemption Policy then in effect, as
amended from time to time. For the purposes of Roundy'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
is no longer treated as being deposited in or subject to the
Trust.
Paragraph 6 of the Trust Agreement provides that any
shares of Class A Common issued by Roundy's 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 (i.e., Class B
Common) distributed by Roundy's as dividends or rebates upon
shares held in the Trust are to be passed on directly to the
Security Holders. In the case of a merger or reorganization
of Roundy's, however, any shares of stock (whether voting or
non-voting) in any new or surviving entity which are
received by the Trustees in exchange for shares of Class A
Common deposited in the Trust shall remain on deposit in the
Trust and, unless the Trust is otherwise terminated in
connection with such merger or reorganization, shall remain
subject to the provisions of the Trust, regardless of
whether such shares are issued by Roundy's or by another
corporation which is the surviving or continuing corporation
in such merger or reorganization.
Voting of Shares Held by the Trustees
- -------------------------------------
Meetings of Security Holders. Prior to each meeting of
Roundy's stockholders, the Trustees are required to 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 Roundy's, the
Trustees are required to vote all shares deposited to the
Trust as directed by a vote of the shares represented at the
meeting of Security Holders. In the case of matters other
than the election or removal of directors or a proposal to
merge or liquidate Roundy's, as discussed below under
"Election of Directors" and "Other Matters," all shares on
deposit in the Trust must be voted as directed by a majority
vote of the shares represented at the meeting 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.
----------------------
Roundy's By-Laws provide for a total of 10 directors, of
which four must be Retailer Directors (that is, directors
who operate Active Customers). The Voting Trust Agreement
also provides that the number of Retailer Directors shall be
four.
One (or, in every third year, two) Retailer Director(s)
will be elected to Roundy's Board of Directors each year.
The number of Retailer Directors serving at any time will be
four. One or two Retailer Directors will be chosen by the
Security Holders at a Security Holders' meeting held
immediately prior to the annual meeting of Roundy's
stockholders each year, from a slate of nominees presented
by Roundy's Advisory Committee (which consists of
representatives of, and is elected by, Roundy's retailer
customers). Retailer Directors are elected by a "plurality"
of the votes cast, meaning that in voting to fill the
Retailer Director seat or seats falling vacant each year,
the Trustees are required to cast the votes of all shares
deposited to the Trust in favor of the candidate (or
candidates, in years when two or more Retailer Directors are
being elected) receiving the highest total (or totals,
corresponding to the number of Retailer Directors being
elected) of votes at the meeting of Security Holders. There
can be no assurance that the candidate or candidates 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.
Security Holders have no right to elect directors other
than Retailer Directors. Retailer Directors comprise only
four of the 10 authorized directors of Roundy's.
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 Roundy's stockholders
called to consider a proposal to liquidate Roundy's, sell
all or substantially all of its assets, or approve a merger
in which Roundy's 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 Roundy's.
The Trust Agreement provides that the Trustees may act
on any matter in which they have discretionary authority
either by unanimous consent or by a majority of the Trustees
who constitute a quorum (represented in person or by proxy)
at a meeting of the Trustees.
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 Roundy's. In particular, the written consent of
Roundy's must be obtained before any transfer may be made
for any purpose.
Exercise of Statutory Dissenters' Rights
- ----------------------------------------
The Wisconsin Business Corporation Law provides
shareholders of Wisconsin business corporations, such as
Roundy's, with the right to dissent from certain corporate
actions (for example, a merger, consolidation, certain
amendments to the Articles of Incorporation, and certain
other specified corporate transactions) and receive "fair
value" for their shares in lieu of any other consideration
offered for such shares in connection with the proposed
transaction or action ("Dissenter's Rights"). Although the
shares of Class A Common are held of record by the Trustees
of the Voting Trust, the Voting Trust Agreement specifies
that Voting Trust Certificate holders are entitled to
exercise any Dissenter's Rights which arise from a proposed
corporate action or transaction on the part of Roundy's, and
the Voting Trust Agreement specifies the procedure for a
Voting Trust Certificate holder to notify the Trustees of
his, her or its intention to exercise such Dissenters'
Rights. The Voting Trust Agreement provides further that:
(a)in the event the Voting Trust is terminated upon the
effectiveness of such corporate action or transaction on the
part of Roundy's, then shares of Class A Common shall be
distributed to the Voting Trust Certificate holder who shall
thereafter be responsible for complying with the appropriate
statutory procedures for obtaining "fair value" for such
shares, and (b)that, if the Voting Trust is not terminated
upon the effectiveness of such corporate action or
transaction on the part of Roundy's, then a Voting Trust
Certificate holder who has notified the Trustees of his, her
or its intention to exercise Dissenters' Rights shall be
deemed to have withdrawn such shares from the Voting Trust
and such shares will be distributed to such dissenting
shareholder in accordance with the Voting Trust Agreement.
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 continue indefinitely.
Expenses and Indemnification
- ----------------------------
Roundy's 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.
An Officer Trustee automatically ceases to be a Trustee upon
ceasing to be an officer of Roundy's. Successor Trustees
(other than Officer Trustees) are appointed by majority vote
of the remaining Trustees.
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:
Name and
Business Principal
Name and Profession Business of Term
Business Address or Position Company or Firm Expires
Gerald F. Lestina President and Roundy's, Inc. 2002
23000 Roundy Drive Chief Executive (the Company)
Pewaukee, WI 53072 Officer since
(Officer Trustee) 1995; President
and Chief Operating
Officer 1993-1995;
Vice President of
Wisconsin Region
1992-1993; Presi-
dent of Milwaukee
Division 1986-1993;
Director since 1991
(term expires 1999)
Edward G. Kitz Vice President, Roundy's, Inc. 2003
23000 Roundy Drive Secretary and (the Company)
Pewaukee, WI 53072 Treasurer since
(Officer Trustee) 1995; Vice President
& Treasurer since 1989
Victor C. Burnstad President and Burnstad Bros., 2000
701 East Clifton St. Stockholder Inc.
Tomah, WI 54660
(Retailer Trustee)
Bronson J. Haase Vice President WICORWICOR, INC, 2000
626 E. Wisconsin Ave. President and Wisconsin Gas
Milwaukee, WI 53202 Chief Executive Company
(Independent Trustee) Officer
David J. Spiegelhoff Vice President Portage Pick 'N 2001
1120 Milwaukee Avenue Saves, Inc. and
Burlington, WI 53015 Spiegelhoff's Super
(Retailer Trustee) Food Market, Inc.
Robert R. Spitzer President Milwaukee School of 2001
1134 North Road Emeritus Engineering
Burlington, WI 53105
(Independent Trustee)
David A. Ulrich Principal Stock- Mega Marts, Inc. 1999
6312 S. 27th Street holder
Oak Creek, WI 53154 Director, Chairman TRI CITY Bankshares
(Retailer Trustee) and C.E.O. Corporation
Compensation of Trustees
- ------------------------
The following table sets forth the aggregate direct
compensation of each Trustee for services to the Trust for
the three fiscal years during the period ended January 3, 1998:
Principal Annual
Name Position Year Compensation
Victor C. Trustee 1997(2) $ 500
Burnstad
Bronson J. Haase Trustee (2)
Edward G. Kitz Trustee(1) 1997 -
1996 -
1995 -
Gerald F. Trustee(1) 1997 -
Lestina 1996 -
1995 -
David J. Trustee (2)
Spiegelhoff
Robert R. Trustee 1997 5,500
Spitzer 1996 5,500
1995 6,500
David A. Ulrich Trustee 1997 500
1996 500
1995 1,500
(1) Gerald F. Lestina also serves as President
and Chief Executive Officer and Director of
Roundy's. Edward G. Kitz also serves as Vice
President, Secretary and Treasurer of Roundy's.
Annual compensation for such individuals, in such
capacities, is paid by Roundy's for services to
Roundy's and is therefore not included in the
foregoing table.
(2) Mr. Haase was elected as a Trustee in 1998.
Mr. Spiegelhoff was elected as Trustee in 1998.
Mr. Burnstad was elected as a Trustee in 1997.
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 Roundy's, or to enter into
contracts with Roundy's.
OWNERSHIP OF SECURITIES
- -------------------------
The Trustees of the Trust, as a group, were owners of
record of all of the 12,400 shares of Class A Common issued
and outstanding at April 4, 1998. Victor C. Burnstad is President
and Stockholder of Burnstad Bros., Inc., which corporation is a Security
Holder with respect to 400 shares of Class A Common. David J. Spiegelhoff
is Vice President of Protage Pick 'N Saves, Inc. and Spiegelhoff's
Super Food Market, Inc. which corporations are Security Holders with
respect ot 400 shares of Class A Common. David A. Ulrich is principal
stockholder of Mega Marts, Inc., and N.D.C., Inc. which corporations are
Security Holders with respect to 1,600 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 Roundy's Class B Common Stock by each of the Trustees, as
of April 4, 1998:
Name and Beneficial Percent of
Address Ownership Class Owned
Gerald F. Lestina 20,606 shares(1) 1.75%
23000 Roundy Drive
Pewaukee, WI 53072
Edward G. Kitz 4,050 shares(2) .35%
23000 Roundy Drive
Pewaukee, WI 53072
Victor C. Burnstad 49,943 shares 4.31%
701 East Clifton St.
Tomah, WI 54660
David J. Spiegelhoff 31,212 shares 2.69%
11200 Milwaukee Avenue
Burlington, WI 53105
Robert R. Spitzer 200 shares .02%
1134 North Road
Burlington, WI 53105
David A. Ulrich 111,391 shares 9.61%
6312 S. 27th Street
Oak Creek, WI 53154
(1) Includes options for 17,500 shares that are
exercisable but does not include options for an
additional 4,000 shares that have been granted but
which are not exercisable wwithin 60 days of April
4, 1998.
(2) Includes options for 1,150 shares that are
currently exercisable but does not include options
for an additional 350 shares that have been
granted but which are not exercisable within 60
days of April 4, 1998.
Shares of Class B Common have no voting rights except
as provided by Wisconsin Statutes. (See "Roundy's.")
Section 3.5 of the Amended and Restated Articles of
Incorporation of Roundy's provides that such shares
may not be transferred in any manner without the
prior written consent of Roundy's, unless Roundy's
has agreed in writing to repurchase such shares and
has failed to do so.
The Trust may be deemed to be an "affiliate" of
Roundy's, and the Trustees, as a group, may be considered to
be "parents" of, and in "control" of, both the Trust and
Roundy's, as those terms are defined in the Securities Act
of 1933, as amended, and the Regulations thereunder.
REPORTS TO SECURITY HOLDERS
Roundy's 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, Roundy's 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
consistent 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."
Further, 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 Roundy's
is contained in the Prospectus describing the offering of
such shares. Requests for information, or other
communications to Trustees, should be addressed to: Mr.
Edward G. Kitz, Vice President, Secretary and Treasurer,
Roundy's, Inc., 23000 Roundy Drive, Pewaukee, Wisconsin
53072; telephone (414) 547-7999.
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 United States
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and
is therefore unenforceable.
APPENDIX A
AMENDED AND RESTATED
VOTING TRUST AGREEMENT
As amended by Amendments No. 1 and No. 2 dated April 8,
1986, Amendment 1987-1, Amendment 1995-1 and Amendment 1995-2.
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.
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 in accordance with the
terms and conditions of this Agreement, as amended, with
respect to all shares of Voting Stock deposited by the
Security Holders hereunder, until terminated in accordance
with the terms hereof.
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 (but in the case of a
meeting to which subparagraph (e) of this Paragraph (5)
applies, 15 days) before each regular or special meeting of
Roundy's shareholders (or such greater period as may be
required by applicable law for notice to be given of such
meeting of shareholders), each Security Holder shall be
given notice by first class mail of the date, time, place
and purpose of such shareholders' meeting, and of a date
(not sooner 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. Such notice shall contain or
be accompanied by all of the information required by the
Wisconsin Business Corporation Law ("WBCL") to be included
in or provided with the notice of a shareholders' meeting
called for the same purpose or purposes. Any person,
including one or more of the Trustees and also including the
management of Roundy's, may solicit proxies to vote at such
meeting of Security Holders, and the form and validity of
proxies 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 the Class A shareholders of Roundy's
at the subsequent meeting of shareholders (except such
matters as are specified in subparagraph (c)) shall be
submitted to a vote of Security Holders at such meeting, and
(except as otherwise provided in subparagraphs (d) and (e))
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. 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 representing 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
subparagraphs 5(c), (d) and (e), 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). Four members
of the Board of Directors (hereinafter the "Retailer
Directors"), shall be elected by vote of the Security
Holders. One of the Retailer Director's terms shall expire
at the annual meeting of shareholders each year, except that
two of such Retailer Director's terms shall expire at every
third annual meeting of shareholders (the "Third Annual
Meeting"). 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 (in the case
of each Third Annual Meeting, five 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 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 votes (in the case of each Third
Annual Meeting, the two candidates receiving the highest and
next highest total 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 (or Directors). 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 shareholders 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
accordance 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) In the event the holders of the Voting Stock are
called upon to vote to approve a merger, consolidation,
amendment of the Articles of Incorporation, or any other
transaction as to which such holders are entitled to
exercise dissenters' rights under subchapter 13 of the WBCL
(referred to herein as a "Dissenters' Rights Proposal"),
each Security Holder shall be entitled to exercise such
dissenters' rights with respect to any or all of the shares
deposited by such Security Holder to the Voting Trust
hereunder, as provided in this subparagraph (e). Prior to
the meeting of Security Holders held pursuant to
subparagraph 5(b) hereof at which the Dissenters' Rights
Proposal is to be voted upon, a Security Holder ("Dissenting
Security Holder") may notify the Trustees, in writing, of
his or her desire to exercise dissenters' rights with
respect to the Dissenters' Rights Proposal. Such notice
shall be received by the Trustees not later than five (5)
days prior to the meeting of Security Holders, and shall
specify the number of shares of Voting Stock deposited to
the Voting Trust by such Security Holder as to which such
dissenters' rights are to be exercised ("Dissenting
Shares"). The Dissenting Security Holder shall not cast the
vote attributable to any of his or her Dissenting Shares in
favor of the Dissenters' Rights Proposal. If the Security
Holders vote to approve the Dissenters' Rights Proposal and
direct the Trustees to vote the shares held hereunder in
favor of its approval, then, notwithstanding the preceding
subparagraph 5(b), the Trustees shall refrain from voting in
favor of the Dissenters' Rights Proposal as to that number
of shares deposited hereunder which is equal to the total
number of all Dissenting Shares. The Trustees shall also
deliver to Roundy's any notice or other communication, and
shall take all such other actions, as may be required under
the WBCL to be delivered or taken prior to the approval of
the Dissenters' Rights Proposal by the shareholders of
Roundy's, to perfect dissenters' rights as to all Dissenting
Shares. If this Agreement and the Voting Trust are
terminated upon the effectiveness of the Dissenters' Rights
Proposal, the Trustees shall distribute to the Dissenting
Security Holders those shares deposited hereunder as to
which such dissenters' rights have been so perfected (each
such Dissenting Security Holder to receive that number of
such shares which is equal to the number of his or her
Dissenting Shares). Thereafter, each such Dissenting
Security Holder shall be solely responsible for the
continued perfection and prosecution of his or her
dissenters' rights with respect to such shares, and the
Trustees shall have no liability or responsibility therefor.
If this Agreement and the Voting Trust do not terminate upon
the effectiveness of the Dissenters' Rights Proposal, then
the Dissenting Shares shall be deemed to have been withdrawn
from the Voting Trust hereunder, effective upon the
effectiveness of the Dissenters' Rights Proposal, and the
Trustees shall distribute such shares to the Dissenting
Security Holders in the same manner and with the same effect
as if this Agreement had so terminated.
(f) 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.
(g) Except with regard to the election of directors
other than directors who are elected by vote of the Security
Holders under subparagraph 5(c), the Trustees, in their
capacity as shareholders of Roundy's, 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
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.
(c) Merger or Reorganization. If, in the case of
a merger or other such change in or reorganization of
Roundy's, the Trustees shall receive stock in any merged,
consolidated, new or different corporation in exchange for
or in respect of the Voting Stock deposited hereunder, the
Trustees shall hold the stock so received, and the rights
and obligations of the Trustees and the Security Holders
hereunder shall, for all purposes, be treated as applying to
the stock so received, as though such stock was part of the
Voting Stock originally deposited hereunder in respect of or
in exchange for which it was received, and the Trustees may
require the Security Holders to surrender their Voting Trust
Certificates to them in exchange for new Voting Trust
Certificates, modified to describe the interest then
represented by such Voting Trust Certificates. Any revenue
stamps or other governmental charges incident to such
exchange shall be paid by the Security Holders. Following
any such merger, reorganization or change in which Roundy's
is not the surviving or continuing corporation, all
references herein to "Roundy's" shall be deemed references
to such surviving or continuing corporation whose stock is
then registered in the names of the Trustees and held by
them hereunder.
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.
(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
(excluding shares deemed to have been withdrawn pursuant to
subparagraph 5(e) hereof) 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, Removal
and Manner of Acting.
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)
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.
The Trustees may act in all matters by unanimous action
of all Trustees expressed in writing and signed without a
meeting, or by or through a majority of their number in
person or by proxy at a meeting duly held, pursuant to such
rules and regulations as they may adopt from time to time.
The act of such majority shall in all respects be the act of
the Trustees. A majority of the Trustees then in office,
present in person or by proxy, shall constitute a quorum at
any meeting of the Trustees. At any meeting of the Trustees
(or in any written consent of the Trustees), any Trustee may
act by proxy, and such proxy may or may not be a Trustee.
The Trustees shall keep a record of their proceedings (which
may be included in the record of the minutes of the meetings
of Roundy's shareholders) and may adopt their own rules of
procedure.
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; Termination 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.
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.
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:
__________________________________
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B-1
B-1
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.
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.
9(c) Amendment 1995-1 to the Roundy's, Inc. Voting
Trust Agreement, incorporated herein by reference to
Exhibit 9(c) of Registrant's Registration
Statement on Form S-1 (File No. 2- 66296), dated
May 4, 1995.
9(d) Amendment 1995-2 to the Roundy's, Inc. Voting
Trust Agreement, incorporated herein by reference to
Exhibit 9(d) of Registrant's Registration
Statement on Form S-1 (File No. 33-57505),
dated April 26, 1996.
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 United States 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.
SIGNATURES
Trustees Power of Attorney
--------------------------
The undersigned trustee hereby constitutes and appoints
Edward G. Kitz as his attorney, with full power of
substitution and resubstitution, for and in his name, place
and stead, to sign and file with the United States
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 28th day of April, 1998.
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 221 to the
Registration Statement has been signed by the following
persons as voting Trustees, on this 28th day of April, 1998.
GERALD F. LESTINA EDWARD G. KITZ
Gerald F. Lestina Edward G. Kitz
GERALD ROBERT R. SPITZER BRONSON J. HAASE
Robert R. Spitzer Bronson J. Haase
DAVID A. ULRICH VICTOR C. BURNSTAD
David A. Ulrich Victor C. Burnstad
DAVID J. SPIEGELHOFF
David J. Spiegelhoff
