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. 23
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
PROSPECTUS DATED APRIL , 1999
ROUNDY'S, INC. VOTING TRUST
23000 Roundy Drive
Pewaukee, Wisconsin 53072
Voting Trust Certificates Representing
8,600 Shares of Roundy's, Inc. Class A Common Stock
As Trustees of the Roundy's, Inc. Voting Trust, we are
offering you voting trust certificates if you acquire or hold
Roundy's, Inc. Class A common stock. If you acquire or hold
shares of Class A common, we are requesting, but will not
require, that you deposit those shares in the Trust in exchange
for voting trust certificates. If you deposit shares in the
trust, you will be issued a voting trust certificate evidencing
the shares you have deposited. You will not be able to withdraw
any shares of Class A common from the trust for at least five
years after deposit.
You may only acquire or hold Class A common if you are or
become the owner of a retail food store that is supplied primarily
by Roundy's. Roundy's is offering Class A common by means of a
separate prospectus relating to its Class A and Class B common.
That prospectus is being delivered to you with this one and you
should read it carefully for important information about Roundy's
and its stock, including risk factors associated with an
investment in Roundy's stock.
Proceeds. Neither the Roundy's, Inc. Voting Trust nor
Roundy's, Inc. will receive any proceeds from this offer to
exchange voting trust certificates for shares of Roundy's Class A
common.
Offering Price. We are offering voting trust certificates
in exchange for Roundy's Class A common.
No Market. Neither the voting trust certificates we are
offering, nor the underlying Roundy's Class A common, is listed
or traded on any securities exchange or market. No market
exists, nor do we anticipate that any market will develop, for
either the voting trust certificates or the underlying Roundy's
Class A common.
Roundy's Class A common has voting rights on all matters
submitted to a vote of stockholders, and you will be entitled to
one vote for each share of Class A common that you hold.
However, if you deposit your shares of Class A common in the
Trust, your ability to vote those shares directly will be
limited under the terms of the Trust, your ability to elect
directors of Roundy's will be limited, and you will not have the
right to elect Trustees of the Trust.
===================================================================
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
===================================================================
TABLE OF CONTENTS
-----------------
ROUNDY'S ............................................ 3
ESTABLISHMENT OF THE TRUST .......................... 3
PLAN OF DISTRIBUTION ................................ 3
SUMMARY OF TRUST AGREEMENT .......................... 4
THE TRUSTEES ........................................ 8
OWNERSHIP OF SECURITIES ............................. 10
REPORTS TO CERTIFICATE HOLDERS ...................... 11
INDEMNIFICATION ..................................... 12
We have not authorized anyone to give any information or
make any representation about the Trust or the voting trust
certificates that is different from, or adds to, the
information in this prospectus or in documents that are
publicly filed with the SEC. If anyone does give you
different or additional information, you should not rely on it.
This prospectus is an offer of voting trust certificates
only under circumstances and in jurisdictions where it is
lawful to do so.
The information contained in this prospectus is current only as of the date
of this prospectus unless we specifically tell you that another date applies.
ROUNDY'S
--------
The Company.
------------
Roundy's, Inc. is a Wisconsin corporation organized 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.
Roundy's principal executive offices are located at 23000 Roundy Drive,
Pewaukee, Wisconsin 53072.
Capital Stock.
--------------
Roundy's stock is divided into two classes: Class A common stock, which has
voting rights on all matters submitted to a vote of stockholders, and
Class B common stock, which has no voting rights other than those provided
by law. Only Class A common may be deposited in the Trust.
Class A common may be held only by persons who own one or more retail food
stores that are supplied primarily by Roundy's (but not including those that
are supplied by any of Roundy's subsidiaries). In this prospectus, we will
refer to these stores as "retail stores." The owners of these retail stores
are required to own exactly 100 shares of Class A common for each retail
store they own. We refer to these owners as "stockholder-customers."
ESTABLISHMENT OF THE TRUST
--------------------------
Roundy's created the Trust in 1971, as a successor to an initial voting
trust established when Roundy's was incorporated, for the purpose of holding
record title to and voting shares of Roundy's Class A common. The Voting Trust
Agreement, which sets forth the terms of the Trust, was amended and restated
as of September 16, 1983, and was further amended in 1986, 1987, and 1995.
The Trust was created under and is governed by Wisconsin law.
Roundy's has relied mainly upon borrowing to finance the operation and
expansion of its business. The main purpose of the Trust is 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 deposited with the Trust.
PLAN OF DISTRIBUTION
--------------------
We are offering voting trust certificates to you if you are or become
the record owner of shares of Class A Common. We request that you deposit
such shares in the Trust, in exchange for a certificate evidencing beneficial
ownership of the shares you deposit. You will not be penalized if you
do not deposit shares of Class A Common into the Trust.
As Trustees, we are the only ones authorized to make this offering of
voting trust certificates. We have not employed any salesmen or securities
dealers to distribute the certificates we are offering in this prospectus,
and we will not pay anyone any commission, bonus, or other compensation for
soliciting the deposit of certificates in the Trust.
SUMMARY OF TRUST AGREEMENT
--------------------------
In the following summary, we describe certain provisions of the Voting
Trust Agreement that we consider to be of special interest to you as a
prospective holder of voting trust certificates. This summary is necessarily
selective and does not deal with all significant aspects of the Trust,
nor does it include all provisions relating to those aspects which are
summarized. The summary below is qualified by reference to the Voting
Trust Agreement, a copy of which is attached to this prospectus and is
incorporated into this prospectus by reference.
Deposit and Withdrawal
- ----------------------
Deposit of Roundy's Class A Common. You may deposit your shares of
Class A common in the Trust by surrendering your stock certificates to us
in exchange for voting trust certificates. All shares of Class A common
that you deposit in the Trust will be transferred on Roundy's books into our
names as Trustees. Roundy's Secretary will hold such physical stock
certificates for the Trustees. Each certificate issued to the Trustees 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."
Limitations on Withdrawal. Paragraph 8 of the Trust Agreement provides
a right of withdrawal of all shares held by the Trustees; however, with
limited exceptions, you must wait until your shares of Class A Common
have been on deposit in the Trust for five full years before you may
exercise any withdrawal rights (if you held shares in the Trust on September
16, 1983 (the date on which the Trust Agreement was first amended and
restated) and you executed the Trust Agreement in its amended and restated
form by December16, 1983, the five-year holding period does not apply to you).
You may only withdraw shares from the Trust during February or March in
each year. On or before January 31 of each year, we are required to give you
written notice of your withdrawal rights. You may exercise your right of
Withdrawal by tendering your certificates to Roundy's Secretary, with a
written statement that you wish to withdraw your shares of Class A common
from the Trust. The Secretary will then be required to issue you a stock
certificate in your name for your shares of Roundy's Class A common;
Roundy's will retain the original stock certificate to perfect its lien
upon those shares.
No more than one-third of the total number of shares of Class A common
then outstanding (whether or not deposited in the Trust) may be withdrawn by
certificate holders in any single calendar year. This limit is determined
exclusive of any shares deemed to be withdrawn upon the exercise of
dissenters' rights, which are described below. If you or other certificate
holders wish to withdraw a greater number of shares of Class A common from the
Trust in a single year, withdrawals will be accepted in the order in which
notices of withdrawals were received until this limit has been reached. The
remaining withdrawals will be effected in the following year (without the need
for submitting a second notice of withdrawal), subject to the same limitation.
Repurchase and Exchange. The limitations upon withdrawal of shares of
Class A Common from the Trust do not limit or affect your ability as a
stockholder-customer to require Roundy's to repurchase your shares of stock if
you dispose of all your retail stores. These repurchase rights will be
governed by the terms of the stock redemption policy Roundy's has in effect
at the time, which may be amended from time to time or rescinded in its
entirety. For the purposes of Roundy's repurchase obligation, you are deemed
to own all shares of Class A common you deposit in the Trust.
If you dispose of a retail store, your 100 shares of Class A common
associated with that retail store will automatically be deemed to be exchanged
for, and will be treated as, an equal number of shares of Class B common.
Following such a disposition, we will no longer treat such shares as being
deposited in or subject to the Trust.
Dividends and Distributions. If Roundy's issues any shares of Class A
common as dividends on the shares in the Trust, such shares will be retained
in the Trust. If Roundy's distributes any cash or non-voting securities
(i.e., Class B common) as dividends or rebates on shares held in the Trust,
we will pass them on to you directly.
In the case of a merger or reorganization of Roundy's, any shares of
stock we receive (whether voting or non-voting) in any new or surviving entity
in exchange for shares of Class A common deposited in the Trust shall remain on
deposit in the Trust. Unless the Trust is otherwise terminated in connection
with such merger or reorganization, such shares 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 in Trust
- ------------------------------
Meetings of Certificate Holders. Prior to each meeting of Roundy's
stockholders, we must convene a meeting of certificate holders to consider
the matters to be voted upon at the stockholders meeting. We will conduct the
certificate holders' meeting in all respects similar to a meeting of
stockholders of a Wisconsin corporation. A majority of the shares of Class A
common on deposit in the Trust must be represented by their respective
certificate holders (whether in person or by proxy) in order to constitute a
quorum to do business. You will be entitled to one vote for each share of
Class A common you have deposited in the Trust.
Voting of Shares. On all matters to be considered at the impending
Roundy's stockholders meeting, we are required to vote all shares deposited to
the Trust as directed by a vote of the shares represented at the meeting of
certificate holders. However, the manner in which shares must be voted
varies depending upon the matter to be considered.
Election of Directors. Roundy's By-Laws provide for a total of ten
directors, which are divided into three classes of three, three and four
directors. Roundy's By-Laws and the Trust Agreement both provide that four of
Roundy's directors must be "retailer directors" (directors who own retail
stores). In each of the two classes with three directors, there is one
retailer director; and in the class with four directors, there are two
retailer directors. Therefore, one (or, in every third year, two) retailer
director(s) will be elected to Roundy's board of directors each year.
Retailer directors are chosen by voting trust certificate holders at the
certificate holders' meeting held immediately prior to the Roundy's annual
meeting of stockholders each year. They are chosen from a slate of nominees
presented by Roundy's Advisory Committee (which consists of representatives of,
and is elected by, Roundy's stockholder-customers).
Retailer directors are elected by a "plurality" of the votes cast by the
certificate holders. This means that, as trustees, we will cast all of the
votes corresponding to the number of shares of Class A common deposited in the
Trust, as a block, for the individual receiving the highest number
of votes from among the certificate holders (and, in every third year, for the
two individuals receiving the two highest vote totals from among the
certificate holders). In years where more than two retailer directors are being
elected (such as, for example, if there is an additional retailer director
vacancy), the individuals receiving the highest totals, corresponding to the
number of retailer directors being elected, will receive all of the votes of
the certificate holders, cast as a block.
We cannot assure you that the candidate or candidates for
retailer director chosen by the certificate holders will actually be elected
to Roundy's board of directors, except at such times as a majority of the
outstanding Class A Common is deposited in the Trust.
Certificate holders have no right to elect directors other
than the four retailer directors. Non-retailer directors are elected by a
plurality of the vote of the individual Trustees, and there is no provision
requiring us to act in accordance with the vote or preference of the
certificate holders when we elect the non-retailer directors.
Merger or Liquidation. We must abstain from voting the shares we hold
in Trust at any Roundy's stockholders meeting called to consider a proposal
to liquidate Roundy's, to sell all or substantially all of its assets, or to
approve a merger in which Roundy's would not be the surviving corporation,
unless (1) we are directed to do so by a two-thirds vote at a certificate
holders meeting where a quorum is present, or (2) we are directed to do so by
a majority vote of certificate holders and Roundy's board has recommended
adoption of the proposal.
Other Matters. In the case of matters other than the election or
removal of directors or a proposal to merge or liquidate Roundy's, we must
vote all shares on deposit in the Trust as a block as directed by a majority
vote of the certificate holders at the meeting (that is, a majority of
the quorum). If for any reason we do not obtain a vote of the majority of
certificate holders at the meeting (such as, for example, if a quorum is not
present), we will vote all shares deposited in the Trust as a block in
accordance with the will of a majority of the Trustees.
The Trust Agreement provides that we may act on any matter in which we
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.
Dissenters' Rights
- ------------------
The Wisconsin statutes provide 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. These rights are called "dissenter's rights."
Although as trustees we are the holders of record of the shares of Class
A common that have been deposited into the Trust, the Voting Trust Agreement
specifies that 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. The Trust Agreement specifies the procedure for certificate
holders to notify us of their intention to exercise such dissenters' rights.
The Trust Agreement also provides that: (1) if the Trust is terminated upon
the effectiveness of such corporate action or transaction on the part of
Roundy's, then the shares of Class A common held in the Trust at that time
shall be distributed to certificate holders, who shall thereafter be
responsible for complying with the appropriate statutory procedures for
obtaining "fair value" for such shares, and (2) if the Trust is not terminated
upon the effectiveness of such corporate action or transaction on the part
of Roundy's, then certificate holders who have notified us of their intent
to exercise dissenters' rights shall be deemed to have withdrawn their shares
from the Trust and such shares will be distributed to such dissenting
shareholders in accordance with the Trust Agreement.
Transfer of Voting Trust Certificates
- -------------------------------------
You may not transfer voting trust certificates in any manner except
under circumstances in which the underlying shares could be transferred,
which are very limited. Shares of Class A common are subject to substantial
transfer restrictions contained in Roundy's Articles of Incorporation
and By-Laws. In particular, you must obtain Roundy's written consent 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 certificate 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 cause the Trust to terminate. Unless any such event
occurs, the Trust will continue indefinitely.
Expenses and Indemnification
- ----------------------------
Roundy's has agreed under 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 our duties to
the same extent as if we 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:
1) two "officer voting trustees," who are officers of Roundy's.
The term of an officer voting is determined by the board of directors,
except that an officer voting trustee automatically ceases to be a
trustee upon ceasing to be an officer of Roundy's; and
2) two "independent voting trustees" who have executive business
management experience and must be independent from the management
and stockholders of Roundy's. Independent voting trustees serve
five-year terms; and
3) three "retailer voting trustees" who are stockholder-customers but may
not be directors of Roundy's. Retailer voting trustees serve five-year
terms.
Certificate Holders do not have any ability to elect trustees. If a
trustee position becomes vacant, 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 and
their current business or occupation. Unless otherwise indicated, the
trustees have held such positions for the past five years or longer:
<TABLE>
<CAPTION>
Trustee Term
Name Business, Profesion or Position Since Expires
- ---------------------- ------------------------------------------------- ------- -------
<S> <C> <C> <C>
Gerald F. Lestina President and Chief Executive Officer of 1993 2002
Roundy's, Inc. since 1995. Director of
Roundy's, Inc. since 1991.
Edward G. Kitz Vice President, Secretary and Treasurer of 1995 2003
Roundy's, Inc. since 1995. Vice President
and Treasurer of Roundy's, Inc. since 1989.
Victor C. Burnstad President and Stockholder of Burnstad Bros., Inc. 1997 2000
David J. Spiegelhoff Vice President and Treasurer of Portage 1998 2001
Pick 'n Saves, Inc. and Spiegelhoff's
Super Food Market, Inc.
Gary N. Gundlach Owner of Pick `n Save retail grocery stores in 1999 2004
Columbus, DeForest, McFarland, Stoughton and
Sun Prairie, Wisconsin.
Bronson J. Haase Vice President of WICOR, INC. President and 1998 2000
Chief Executive Officer Wisconsin Gas Company.
Director of The Marcus Corporation.
Robert R. Spitzer President Emeritus of Milwaukee School of 1994 2001
Engineering.
</TABLE>
Compensation of Trustees
- ------------------------
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 does not limit the power of the Trustees to deal or
trade in voting trust certificates, Roundy's stock or other Roundy's
securities, or to enter into contracts with Roundy's.
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 2, 1999:
Principal Annual
Name Position Year Compensation
Gerald F. Lestina Trustee(1) 1998 -
1997 -
1996 -
Edward G. Kitz Trustee(1) 1998 -
1997 -
1996 -
Victor C. Burnstad Trustee 1998 -
1997 (2) $500
Bronson J. Haase Trustee 1998 4,250
Gary N. Gundlach Trustee 1998 (2) _
David J. Spiegelhoff Trustee 1998 (2) -
Robert R. Spitzer Trustee 1998 5,500
1997 5,500
1996 5,500
(1) Mr. Lestina also serves as President and Chief
Executive Officer and Director of Roundy's. Mr. Kitz also
serves as Vice President, Secretary and Treasurer of
Roundy's. Roundy's pays annual compensation to Mr. Lestina
and Mr. Kitz for their services to Roundy's in those
capacities, which is not included in the above table.
(2) Mr. Haase and Mr. Spiegelhoff were first elected as
Trustees in 1998, and Mr. Burnstad was first elected as a
Trustee in 1997. Mr. Gundlach was first elected as a
Trustee in 1999.
OWNERSHIP OF SECURITIES
-----------------------
The Trustees of the Trust, as a group, were owners of record of 100%
the 11,700 shares of Roundy's Class A common issued and outstanding at
February 27March 31, 1999. We do not know of anyone other than the Trustees
who owns of record or beneficially owns, more than 10% of the Class A
common (or of the certificates upon deposit of the Class A common into the
Trust).
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.
The following table shows the beneficial ownership of Roundy's Class A
and Class B common by each of the Trustees, as of April 3, 1999:
<TABLE>
<CAPTION>
Class A Common Class B Common
----------------------------- --------------------------
Number of Number of
Shares Shares
Beneficially Percent of Beneficially Percent of
Name and Address Owned Class (1) Owned (2) Class (1)
- ----------------------- ------------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
Gerald F. Lestina (3) - * 21,939 (3) 1.86%
Edward G. Kitz (4) - * 4,250 (4) *
Victor C. Burnstad (5) 400 3.42% 50,730 4.37%
David J. Spiegelhoff (6) 400 3.42% 31,686 2.73%
Gary N. Gundlach (9) 500 4.27% 26,475 2.28%
Bronson J. Haase (7) - * - *
Robert R. Spitzer (8) - * 200 *
___________________
</TABLE>
(1) Asterisk (*) denotes less than 1%.
(2) Shares of Class B common have no voting rights except
as provided by Wisconsin Statutes (See "Roundy's" beginning
on page 3). Section 3.5 of Roundy's Articles of
Incorporation provides that shares of Class B common may not
be transferred in any manner without Roundy's prior written
consent, unless Roundy's has agreed in writing to repurchase
such shares and has failed to do so.
(3) Includes options for 18,832 shares that are exercisable
but does not include options for an additional 2,127 shares
that have been granted but which are not exercisable wwithin
60 days of April 3, 1999. Mr. Lestina's business address is
c/o Roundy's, Inc., 23000 Roundy Drive, Pewaukee, WI 53072.
(4) Includes options for 1,300 shares that are currently
exercisable but does not include options for an additional
200 shares that have been granted but which are not
exercisable within 60 days of April 3, 1999. Mr. Kitz's
business address is c/o Roundy's, Inc., 23000 Roundy Drive,
Pewaukee, WI 53072.
(5) All shares beneficially owned by Mr. Burnstad are held
of record by Burnstad Bros., Inc., whose business address is
701 East Clifton St., Tomah, WI 54660.
(6) All shares beneficially owned by Mr. Spiegelhoff are
held of record by either Portage Pick n' Saves, Inc. or
Spiegelhoff's Super Food Market, Inc., whose business
addresses are both 1120 Milwaukee Avenue, Burlington, WI
53105.
(7) Mr. Haase's business address is 626 East Wisconsin
Avenue, Milwaukee, WI 53202.
(8) Mr. Spitzer's address is 1134 North Road, Burlington,
WI 53105.
(9) All shares beneficially owned by Mr. Gundlach are held
of record by G.E.M., Inc. or by Gary N. Gundlach, as sole
proprietor, whose business address is 1750 Hwy 51 West,
Stoughton, WI 53589.
REPORTS TO CERTIFICATE HOLDERS
------------------------------
Roundy's furnishes annual reports to its stockholders within 120 days
after the end of each fiscal year. These annual reports include financial
statements that have been examined and reported on by independent certified
public accountants. Roundy's will furnish you with such reports directly if
you are listed upon the books of the Trust as a certificate holder.
The Trust Agreement does not provide certificate holders with any rights
to inspect the transfer books and list of certificate 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, are or
will be registered under the Securities Act of 1933. Financial and other
material information regarding Roundy's is contained in the prospectus
describing Roundy's offering of its Class A and Class B common stock.
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 Voting Trust Agreement provides, in part:
". . . 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 Statutes, 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:
__________________________________
__________________________________
__________________________________
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 27th day of April, 1999.
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 23 to the
Registration Statement has been signed by the following
persons as voting Trustees, on this 27th day of April, 1999.
GERALD F. LESTINA EDWARD G. KITZ
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Gerald F. Lestina Edward G. Kitz
ROBERT R. SPITZER BRONSON J. HAASE
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Robert R. Spitzer Bronson J. Haase
GARY N. GUNDLACH VICTOR C. BURNSTAD
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Gary N. Gundlach Victor C. Burnstad
DAVID J. SPIEGELHOFF
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David J. Spiegelhoff
