ROUNDYS INC
10-Q, 2000-08-08
GROCERIES, GENERAL LINE
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                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549

                               FORM 10-Q

(Mark One)
(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2000
                               ------------
OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________

Commission File Number        002-94984
                      -------------------------------------------------
                              Roundy's, Inc.
-----------------------------------------------------------------------
          (Exact name of registrant as specified in its charter)

            Wisconsin                           39-0854535
-----------------------------------------------------------------------
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)

23000 Roundy Drive, Pewaukee, Wisconsin        53072
-----------------------------------------------------------------------
(Address of principal executive offices)     (Zip Code)

                     (262) 953-7999
-----------------------------------------------------------------------
          (Registrant's telephone number, including area code)

                     NOT APPLICABLE
-----------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes  X
No___

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

          Class                      Outstanding at July 1, 2000
-----------------------------        ---------------------------
Common Stock, $1.25 par value

Class A (Voting)                        9,800 Shares

Class B (Non-voting)                  1,023,120 Shares
<PAGE>








                            ROUNDY'S, INC.

                                 INDEX
                                 -----



                                                               Page No.
                                                               --------

PART I.        Financial Information:

               Condensed Consolidated Balance Sheets -             3
                  July 1, 2000 and January 1, 2000

               Condensed Statements of Consolidated Earnings -     4
                  Thirteen Weeks and Twenty-six Weeks Ended
                  July 1, 2000 and July 3, 1999

               Condensed Statements of Consolidated Cash Flows -   5
                  Twenty-six Weeks Ended July 1, 2000
                  and July 3, 1999

               Notes to Condensed Consolidated Financial           6
                  Statements

               Management's Discussion and Analysis of             9
                  Financial Condition and Results of
                  Operations

PART II.       Other Information                                  11

SIGNATURES                                                        13

<PAGE>


                      PART I. FINANCIAL INFORMATION
                      -----------------------------
                     ROUNDY'S, INC. AND SUBSIDIARIES
                     ===============================

                  CONDENSED CONSOLIDATED BALANCE SHEETS
                     July 1, 2000 and January 1, 2000
                              (UNAUDITED)

                                      July 1, 2000       January 1, 2000
                                      ------------       ---------------
CURRENT ASSETS:
 Cash and cash equivalents..........  $ 30,823,300        $ 68,385,800
 Notes and accounts receivable, less
   allowance for losses, $5,520,900
   and $5,509,800, respectively.....    96,052,800          87,659,000
 Merchandise inventories............   192,680,400         166,514,000
 Prepaid expenses...................     4,915,600           5,362,000
 Future income tax benefits.........     8,828,800           8,026,800
                                      ------------       ---------------
     Total Current Assets...........   333,300,900         335,947,600
                                      ------------       ---------------

OTHER ASSETS:
 Notes receivable, less allowance
 for losses of $7,137,000...........     8,964,800          10,650,600
 Goodwill and other assets..........   117,054,800           9,532,000
 Other real estate..................     5,755,100           5,705,000
 Deferred income tax benefit........     3,782,000           3,782,000
                                      ------------       ---------------
   Total Other Assets...............   135,556,700          29,669,600
                                      ------------       ---------------
PROPERTY AND EQUIPMENT - Net........   180,814,400         131,707,500
                                      ------------       ---------------
                                      $649,672,000        $497,324,700
                                      ============       ===============
<PAGE>


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Current maturities of long-term debt $  7,834,500        $ 24,734,500
 Accounts payable...................   189,855,300         174,893,000
 Accrued expenses...................    70,414,900          62,981,000
 Income taxes.......................    13,338,300           5,402,600
                                      ------------       ---------------
   Total Current Liabilities........   281,443,000         268,011,100

LONG-TERM DEBT, LESS CURRENT
MATURITIES..........................   188,695,600          48,563,600
OTHER LIABILITIES...................    33,188,800          26,830,600
                                      ------------       ---------------
   Total Liabilities................   503,327,400         343,405,300
                                      ------------       ---------------

REDEEMABLE CLASS B COMMON STOCK.....     9,440,300           9,948,800
                                      ------------       ---------------
STOCKHOLDERS' EQUITY:
 Common Stock:
   Voting (Class A).................        12,300              15,000
   Non-Voting (Class B).............     1,370,100           1,356,600
                                      ------------       ---------------
     Total Common Stock.............     1,382,400           1,371,600

 Patronage dividends payable in
  common stock......................                         3,078,000
 Additional paid-in capital.........    39,366,600          36,305,800
 Reinvested earnings................   114,482,800         104,346,400
                                      ------------       ---------------
     Total..........................   155,231,800         145,101,800
 Less Treasury Stock, at cost.......    18,327,500           1,131,200
                                      ------------       ---------------
     Total Stockholders' Equity.....   136,904,300         143,970,600
                                      ------------       ---------------
                                      $649,672,000        $497,324,700
                                      ============       ===============

See Notes to Condensed Consolidated Financial Statements.

<PAGE>
<TABLE>

                                     ROUNDY'S, INC. AND SUBSIDIARIES
                                     ===============================

                              CONDENSED STATEMENTS OF CONSOLIDATED EARNINGS

                            FOR THE THIRTEEN WEEKS AND TWENTY-SIX WEEKS ENDED
                                      JULY 1, 2000 AND JULY 3, 1999

                                             (UNAUDITED)

<CAPTION>
                                  Thirteen Weeks Ended                  Twenty-six Weeks Ended
                            July 1, 2000        July 3, 1999        July 1, 2000        July 3, 1999
                           -------------       -------------       --------------      --------------
<S>                        <C>                 <C>                <C>                 <C>
REVENUES:
Net sales and service fees $762,830,400        $666,913,400       $1,435,251,300      $1,317,527,200
Other - net................     528,700           1,321,200            2,506,500           2,349,200
                           ------------        ------------       --------------      --------------
                            763,359,100         668,234,600        1,437,757,800       1,319,876,400
                           ------------        ------------       --------------      --------------

COSTS AND EXPENSES:
Cost of sales.............. 658,863,800         601,406,600        1,259,498,100       1,190,259,500
Operating and administrative 88,484,400          57,253,400          150,203,200         113,396,900
Interest...................   5,539,100           1,628,200            7,643,700           3,262,500
                           ------------        ------------       --------------      --------------

                            752,887,300         660,288,200        1,417,345,000       1,306,918,900
                           ------------        ------------       --------------      --------------

EARNINGS BEFORE INCOME TAXES 10,471,800           7,946,400           20,412,800          12,957,500

PROVISION FOR INCOME TAXES.   4,267,200           3,238,200            8,318,200           5,280,200
                           ------------        ------------       --------------      --------------

NET EARNINGS...............$  6,204,600        $  4,708,200       $   12,094,600      $    7,677,300
                           ============        ============       ==============      ==============

<FN>
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>

                             ROUNDY'S, INC. AND SUBSIDIARIES
                             ===============================

                     CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
               FOR THE TWENTY-SIX WEEKS ENDED JULY 1, 2000 AND JULY 3, 1999
                                       (UNAUDITED)
<CAPTION>
                                                               Twenty-six Weeks Ended
                                                            July 1, 2000     July 3, 1999
                                                           -------------    -------------
<S>                                                        <C>              <C>
Cash Flows From Operating Activities:
  Net earnings.........................................    $ 12,094,600     $  7,677,300

Adjustments to reconcile net earnings to net
  cash flows provided by operating activities:
  Depreciation and amortization........................      12,863,800        9,087,400
  Increase in allowance for losses.....................           6,600          803,300
  Gain on sale of assets...............................        (803,300)         (71,500)
(Increase) decrease in operating assets, net of
  the effect of acquisitions and disposition:
  Accounts receivable..................................      (1,300,400)      (7,077,100)
  Merchandise inventories..............................       5,600,300        2,112,100
  Prepaid expenses.....................................       2,139,900        2,769,300
  Future income tax benefits...........................        (802,000)
  Other real estate....................................         (50,100)        (900,000)
  Other assets.........................................        (684,500)        (125,200)
Increase(decrease)in operating liabilities, net
  of the effect of acquisitions and disposition:
  Accounts payable.....................................      (6,796,700)      (2,927,300)
  Accrued expenses.....................................          18,700       10,701,600
  Income taxes.........................................       2,972,700        1,933,100
  Other liabilities....................................       1,173,800          591,600
                                                           -------------    -------------
Net cash flows provided by operating activities........      26,433,400       24,574,600
                                                           -------------    -------------

Cash Flows From Investing Activities:
  Capital expenditures.................................      (7,414,500)     (11,327,700)
  Proceeds from sale of property and
    equipment and other productive assets..............       4,627,900          971,900
  Payment for business acquisitions net
    of cash acquired...................................    (129,645,000)      (5,682,500)
  Decrease (increase) in notes receivable..............       1,685,800         (130,500)
                                                           -------------    -------------
Net cash flows used in investing activities............    (130,745,800)     (16,168,800)
                                                           -------------    -------------

Cash Flows From Financing Activities:
  Proceeds from long term borrowings...................     176,486,400
  Reductions in debt...................................    (107,263,400)      (1,215,200)
  Proceeds from sale of common stock...................         816,300        1,425,000
  Common stock purchased...............................      (3,289,400)      (2,535,700)
                                                           -------------    -------------
Net cash flows provided by(used in)financing activities      66,749,900       (2,325,900)
                                                           -------------    -------------
<PAGE>
Net (Decrease) Increase in cash and cash equivalents...     (37,562,500)       6,079,900

Cash and cash equivalents, beginning of period.........      68,385,800       72,094,500
                                                           -------------    -------------
Cash and cash equivalents, end of period...............    $ 30,823,300     $ 78,174,400
                                                           =============    =============
Cash paid during period: - Interest....................    $  6,455,600     $  3,283,700
                         - Income Taxes................       5,551,700        3,411,300
Liabilities assumed in business acquisition............      49,987,200
<FN>
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
<PAGE>

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
          ----------------------------------------------------


1)   In the opinion of the Company, the accompanying condensed consolidated
     financial statements contain all adjustments (consisting only of
     normal recurring accruals) necessary to present fairly the
     consolidated financial position as of July 1, 2000 and January 1,
     2000, and the consolidated results of operations for the thirteen
     and twenty-six weeks ended July 1, 2000 and July 3, 1999 and
     changes in consolidated cash flows for the twenty-six weeks ended
     July 1, 2000 and July 3, 1999.

2)   The consolidated results of operations for the thirteen and twenty-
     six weeks ended July 1, 2000 and July 3, 1999 are not necessarily
     indicative of the results to be expected for the full fiscal year.

3)   Earnings per share are not presented because they are not deemed to
     be meaningful.

4)   Class B common stock that is subject to redemption is reflected
     outside of stockholders' equity.  As of July 1, 2000 and January 1,
     2000, 72,646 and 76,559 shares, respectively, were subject to
     redemption.  The Class B common stock subject to redemption is
     payable over a five year period based upon the book value at the
     preceding fiscal year end.

5)   During fiscal 1998, fire destroyed the Evansville, Indiana
     warehouse, inventory and equipment.  The Division supplied frozen food
     and meat products to Roundy's customers in the Southern Midwest area.
     Settlements have been reached on the inventory, building and equipment.
     Discussions are in process with the insurance carrier relating to the
     business interruption losses incurred.

     Due to the complexity of the claim, the Company anticipates that
     the final settlement may require an extended period of negotiation.
     However, Management believes that the Company's insurance coverage
     was sufficient and that the final settlement with its insurance
     carrier will not have a material adverse impact on the Company's
     future financial statements.

6)   On February 2, 2000, the Company purchased seven grocery retail
     stores for cash of approximately $37.7 million.  Operating results of
     such stores have been included in the condensed statement of consolidated
     earnings since the acquisition date.  Goodwill of approximately $21.5
     million resulted from the purchase and is being amortized over 20 years.
     The pro forma effects of the acquisition are not material.

     The acquisition was accounted for as a purchase and the financial
     statements reflect the preliminary allocation of the purchase price
     to the assets acquired based on their estimated fair values.  Such
     allocation could change based upon the receipt of various
     appraisals and the completion of the assessment of fair values,
     however, such changes are not anticipated to be significant.
<PAGE>
7)   On March 31, 2000, the Company acquired all of the outstanding
     stock of Mega Marts, Inc. ("Mega") for approximately $123.9 million in
     cash and notes payable.  Mega owned and operated 16 retail grocery
     stores.  Also on March 31, 2000, the Company acquired certain assets of
     NDC, Inc. (an affiliate of Mega) consisting of a retail grocery store
     known as the "Tri-City Pick `n Save" ("TCPS") for approximately
     $11.2 million in cash, subject to post-closing adjustments.  The
     acquisition was effective at the end of the day on April 1, 2000 and
     the operating results of Mega and TCPS were included in the condensed
     statement of consolidated earnings after the effective date.  Goodwill
     and a covenant not to compete aggregating approximately $84.5 million
     resulted from the purchase and are being amortized over periods up
     to 20 years.

     The Company financed the acquisitions with the proceeds of a new
     Credit Agreement and $39 million in promissory notes issued to the
     shareholders of Mega.

     The acquisitions were accounted for as purchases and the financial
     statements reflect the preliminary allocation of the purchase price
     to the assets acquired and liabilities assumed based on their
     estimated fair values.  Included in the assets of Mega were 132,330
     shares of the Company's Class A and B common stock.  A portion of
     the purchase price was allocated to such treasury shares acquired
     based on the net book value of the Company's common stock as of
     January 1, 2000.  The purchase price allocated to the remaining
     assets acquired and liabilities assumed could change based upon the
     receipt of various appraisals and the completion of the assessment
     of fair values, however, such changes are not anticipated to be
     significant.
<PAGE>
     Unaudited pro forma consolidated results of operations, including
     Mega and TCPS as if they had been acquired at the beginning of 2000
     and as of the beginning of 1999 follows:

                                       Twenty-Six Weeks Ended
                                   July 1, 2000      July 3, 1999
                                  --------------    --------------
     Net sales and service fees   $1,482,867,700    $1,403,593,000
     Net earnings                     11,183,400         5,210,700


     Pro forma results are not necessarily indicative of what would have
     occurred had the acquisition been consummated as of the beginning
     of the periods.  Pro forma results include amortization of
     intangible assets resulting from the purchase and additional
     interest expense as if funds borrowed in connection with the
     acquisition had been outstanding from the beginning of each period.

8)   On March 31, 2000, the Company entered into a Credit Agreement in
     the maximum aggregate amount of $250,000,000 with various lenders.
     The Credit Agreement provides for a $170,000,000 revolving loan
     commitment and an $80,000,000 term loan.

     The Company used proceeds from the Credit Agreement to retire
     current debt outstanding of approximately $78 million and for the
     acquisition described in Note (7).  The Credit Agreement includes
     covenants that, among others, limits stock repurchases and
     additional borrowing and provides for minimum working capital and
     net worth requirements ($123,412,500 at July 1, 2000).


     On April 4, 2000, the Company entered into a five-year interest rate
     swap agreement under which the Company pays a fixed rate of 7.32%
     and receives a floating LIBOR rate.  The effect of the rate swap
     agreement is to fix the rate on $60,000,000 of borrowings.
<PAGE>
9)   Segment Reporting.  The Company and its subsidiaries sell and
     distribute food and nonfood products that are typically found in
     supermarkets primarily located in the Midwest.  The Company's
     wholesale distribution segment sells to both corporate and
     independently owned retail food stores, while the retail segment
     sells directly to the consumer.

     Gross Profit represents net sales, less cost of sales.

     Eliminations represent the activity between wholesale and Company
     owned retail stores.  Inter-segment revenues are recorded at
     amounts consistent with those charged to independent retail stores.

     Identifiable assets are those used exclusively by that industry
     segment.  Corporate assets are principally cash and cash
     equivalents, notes receivable, corporate office facilities and
     equipment.
<TABLE>
<CAPTION>
                    For the thirteen weeks ended      For the twenty-six weeks ended
                    July 1, 2000    July 3, 1999       July 1, 2000     July 3, 1999
                    -------------   -------------     ---------------   ---------------
<S>                 <C>             <C>               <C>               <C>
Net Sales
  Wholesale         $674,612,500    $639,398,900      $1,311,912,700    $1,268,053,500
  Retail             259,140,700      80,835,200         365,046,000       151,660,000
  Eliminations      (170,922,800)    (53,320,700)       (241,707,400)     (102,186,300)
                    -------------   -------------     ---------------   ---------------
      Total         $762,830,400    $666,913,400      $1,435,251,300    $1,317,527,200
                    =============   =============     ===============   ===============

Gross Profit
  Wholesale         $ 50,531,800    $ 48,553,600      $  100,506,400    $   95,842,900
  Retail              56,099,100      17,712,000          78,963,400        32,967,700
  Eliminations        (2,664,300)       (758,800)         (3,716,600)       (1,542,900)
                    -------------   -------------     ---------------   ---------------
      Total         $103,966,600    $ 65,506,800      $  175,753,200    $  127,267,700
                    =============   =============     ===============   ===============
</TABLE>
Identifiable Assets July 1, 2000    January 1, 2000
                    -------------   ---------------

Wholesale           $299,477,000    $319,419,500
Retail               285,221,800      62,525,700
Corporate             64,973,200     115,379,500
                    ------------    ------------
Total               $649,672,000    $497,324,700
                    ============    ============

<PAGE>
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  ---------------------------------------

               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               ---------------------------------------------

Results of Operations
---------------------

The following is management's discussion and analysis of certain
significant factors, which have affected the Company's results of
operations during the periods included in the accompanying condensed
statements of consolidated earnings.

A summary of the period to period changes in the principal items included
in the condensed statements of consolidated earnings is shown below:


                                        Comparison of
                      ----------------------------------------------------------
                      13 Weeks Ended July 1, 2000   26 Weeks Ended July 1, 2000
                           and July 3, 1999               and July 3, 1999
                          Increase/<Decrease>            Increase/<Decrease>
                      ----------------------------------------------------------
Net sales and service fees  $95,917,000   14.4%             $117,724,100    8.9%
Cost of sales                57,457,200    9.6%               69,238,600    5.8%
Operating and admin.
expenses                     31,231,000   54.5%               35,806,300   32.5%
Interest expense              3,910,900  240.2%                4,381,200  134.3%
Earnings before income taxes  2,525,400   31.8%                7,455,300   57.5%


Net sales and service fees increased approximately $95.9 million during
the second quarter of 2000 as compared to the second quarter of 1999. The
loss of wholesale customers resulted in a decrease of approximately $18.6
million.  The closing or sale of three Company-owned stores resulted in a
decrease of approximately $5.9 million.  New Company-owned stores resulted
in an increase of approximately $181.5 million.  The increase in inter-
segment revenues (eliminations) resulted in a decrease of approximately
$117.6 million.  Sales by existing Company-owned stores increased $2.6
million.  Sales to new and existing wholesale customers increased $53.9
million.

Net sales and service fees increased approximately $117.7 million during
the first two quarters of 2000 as compared to the first two quarters of
1999. The loss of wholesale customers resulted in a decrease of
approximately $27.1 million.  The closing or sale of four Company-owned
stores resulted in a decrease of approximately $10.3 million.  New Company-
owned stores resulted in an increase of approximately $222.8 million.  The
increase in inter-segment revenues (eliminations) resulted in a decrease
of approximately $139.5 million.  Sales by existing Company-owned stores
increased $0.9 million.  Sales to new and existing wholesale customers
increased $70.9 million.

Cost of sales approximated 86.4% and 90.2% of net sales and service fees
for the thirteen weeks ended July 1, 2000 and July 3, 1999, respectively.
This lower cost of sales percentage is primarily due to the higher
concentration of retail store business.  Cost of sales, for the wholesale
segment approximated 90.5% and 91.8% of wholesale net sales and service
fees for the thirteen weeks ended July 1, 2000 and July 3, 1999,
respectively.  Cost of sales for the retail segment approximated 78.4% and
78.1% of retail net sales and service fees for the thirteen weeks ended
July 1, 2000 and July 3, 1999, respectively.
<PAGE>
Year-to-date cost of sales approximated 87.8% and 90.3% of net sales and
service fees for the twenty-six weeks ended July 1, 2000 and July 3, 1999,
respectively.  This lower cost of sales percentage is primarily due to the
higher concentration of retail store business.  Cost of sales, for the
wholesale segment approximated 91.0% and 91.9% of wholesale net sales and
service fees for the twenty-six weeks ended July 1, 2000 and July 3, 1999,
respectively.  Cost of sales for the retail segment approximated 78.4% and
78.3% of retail net sales and service fees for the twenty-six weeks ended
July 1, 2000 and July 3, 1999, respectively.

Operating and administrative expenses approximated 11.6% and 8.6% of net
sales and service fees for the thirteen weeks ended July 1, 2000 and July
3, 1999, respectively.  Year-to-date operating and administrative expenses
approximated 10.5% and 8.6% of net sales and service fees for the twenty-
six weeks ended July 1, 2000 and July 3, 1999, respectively.  This higher
expense percentage is primarily due to the higher concentration of retail
store business.

Interest expense increased primarily as a result of higher borrowing
levels and partially due to a $763,900 prepayment penalty for the early
extinguishment of long-term debt that was paid.

No patronage dividends have been accrued as of July 1, 2000.  The
Company's by-laws require that, to the extent permitted by the Internal
Revenue Code, patronage dividends be paid out of earnings from business
done with stockholder-customers in an amount which will reduce net
earnings of the Company to such amount as will result in an eight percent
increase in the book value of its common stock.

The income tax rate used for calculating the provision for income taxes
for the interim periods was 40.7% in 2000 and 1999.

Liquidity and Capital Resources
-------------------------------

The Company's current ratio decreased slightly from 1.25:1 at year-end to
1.18:1 at July 1, 2000.  The consolidated long-term debt to equity ratio
has increased from 0.32:1 at January 1, 2000 to 1.29:1 at July 1, 2000,
partially due to decreased equity levels (created by an additional $17.2
million in treasury stock) and partially due to a $140.1 million increase
in long-term debt incurred to finance the business acquisitions (see notes
6, 7, and 8 of Notes to Condensed Consolidated Financial Statements).

Stockholders' equity, including redeemable common stock, decreased
approximately $7.6 million due to an additional $17.2 million in treasury
stock and common stock purchases of $3.3 million offset by reinvested
earnings of $12.1 million and proceeds from the sale of common stock of
$0.8 million.
<PAGE>

                           II. OTHER INFORMATION
                           ---------------------


ITEM 4.   Submission of Matters to a Vote of Security Holders
          ---------------------------------------------------

(a)       Matters were submitted to a vote of the holders of the Company's
          Class A common stock at the Company's annual meeting on April
          25, 2000.  A meeting of the Trustees of Roundy's, Inc. Voting
          Trust was also held on April 25, 2000.

(b)       At the annual meeting, Charles R. Bonson was elected as a
          retailer director.  At the meeting of the Trustees, Robert E.
          Bartels was elected as non-retailer non-management director and
          Robert D. Ranus was elected as an officer director.  All of
          these votes were unanimous since all of the Class A common stock
          is held in a voting trust and the trustees are required to vote
          the Class A common stock as a block.  The following directors
          continue in office:  Robert S. Gold, George C. Kaiser, Henry
          Karbiner, Jr., Gerald F. Lestina, Patrick D. McAdams, George E.
          Prescott, and Gary R. Sarner.


<PAGE>
ITEM 6.   Exhibits and Reports on Form 8-K
          --------------------------------

(a)       Exhibits
          27.1 Financial Data Schedule.

(b)       Reports on Form 8-K -- On April 14, 2000, the Company filed a
          Form 8-K stating that on March 31, 2000, the Company, consummated
          the acquisition of:  all of the outstanding stock of Mega Marts,
          Inc. from the shareholders of Mega for a purchase price of
          approximately $123.9 million, subject to post-closing adjustments;
          and certain of the assets of NDC, Inc. consisting of a retail
          grocery store known as the "Tri-City Pick 'n Save" for a purchase
          price of approximately $11.2 million, subject to post-closing
          adjustments.  The Company financed the acquisitions utilizing the
          proceeds of a new Credit Agreement (see below) and issued
          approximately $39 million in promissory notes to certain of the
          shareholders of Mega.

          On March 31, 2000, the Company also entered into a Credit Agreement
          in the maximum aggregate amount of $250,000,000 with various lenders
          (the "Credit Agreement").  The Credit Agreement provides for a
          $170,000,000 revolving loan commitment and an $80,000,000 term loan.
          Following are the material components of the application of the
          proceeds of the Credit Agreement which were drawn on March 31, 2000
          (the total amount drawn was approximately $175.5 million):  (i)
          approximately $15.0 million was used to pay indebtedness of Mega;
          (ii) approximately $96.2 million was paid to the shareholders of
          Mega and to NDC, Inc.; (iii) approximately $63.0 million was used to
          retire long-term indebtedness of the Company; and (iv) the remaining,
          approximately $1.3 million, was used to pay other expenses, primarily
          transaction costs.  On April 4, 2000, the Company entered into a
          five-year interest rate swap agreement under which the Company pays a
          fixed rate of 7.32% and receives a floating LIBOR rate.  The effect
          of the rate swap agreement is to fix the rate on $60,000,000 of
          borrowings.

          Also, on February 2, 2000, the Company consummated the acquisition
          of substantially all of the assets of Ultra Mart, Inc. ("Ultra"),
          an operator of seven retail grocery stores, for a purchase price of
          approximately $37.7 million.
<PAGE>



                                SIGNATURES
                                ----------



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





                                                 ROUNDY'S, INC.
                                           -------------------------
                                                  (Registrant)





Date:  August 8, 2000                      ROBERT D. RANUS
       --------------                      -------------------------
                                           Robert D. Ranus
                                           Vice President and
                                           Chief Financial Officer
                                           (Principal Financial Officer)


<PAGE>

                                SIGNATURES
                                ----------



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





                                                 ROUNDY'S, INC.
                                           -------------------------
                                                  (Registrant)





Date:  August 8, 2000
       --------------                      -------------------------
                                           Robert D. Ranus
                                           Vice President and
                                           Chief Financial Officer
                                           (Principal Financial Officer)

<PAGE>



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