<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 June 3, 1995
------------------------------------------------
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 0-10815
- --------------------------------------------------------------------------------
Certified Grocers of California, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-0615250
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. employer Identification No.)
incorporation or organization)
2601 S. Eastern Avenue, Los Angeles 90040
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(213) 726-2601
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code
- --------------------------------------------------------------------------------
(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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class A Shares 49,500 Shares as of June 3, 1995
Class B Shares 368,872 Shares as of June 3, 1995
Class C Shares 15 Shares as of June 3, 1995
1
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
(Thousands omitted)
<TABLE>
<CAPTION>
June 3, September 3,
1995 1994
-------------- --------------
<S> <C> <C>
ASSETS
Current:
Cash and cash equivalents $ 8,352 $ 7,702
Accounts and notes receivable 101,822 96,545
Inventories 140,005 146,869
Prepaid expenses 4,892 3,810
-------- --------
Total current assets 255,071 254,926
Properties, at cost 149,046 158,324
Less, accumulated depreciation (75,499) (71,641)
-------- --------
73,547 86,683
Investments 22,592 20,274
Notes receivable 25,071 23,335
Other assets 14,545 15,878
-------- --------
TOTAL ASSETS $390,826 $401,096
-------- --------
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current:
Accounts payable $ 81,109 $ 82,137
Accrued liabilities 61,821 61,428
Notes payable 3,065 2,978
Patrons' excess deposits and estimated
patronage dividends 12,397 11,541
-------- --------
Total current liabilities 158,392 158,084
Notes payable, due after one year 140,045 149,673
Commitments and contingencies
Patrons' required deposits 19,178 17,589
Subordinated patronage dividend certificates 4,444 4,444
Shareholders' equity:
Class A Shares 5,056 4,704
Class B Shares 53,629 56,593
Retained earnings 10,349 10,313
Net unrealized loss on investments (267) (304)
-------- --------
Total shareholders' equity 68,767 71,306
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $390,826 $401,096
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (UNAUDITED)
(Thousands omitted)
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
------------------------- --------------------------
June 3, May 28, June 3, May 28,
1995 1994 1995 1994
----------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Net sales $453,931 $454,742 $1,341,118 $1,389,609
-------- -------- ---------- ----------
Costs and expenses:
Cost of sales 413,448 416,298 1,224,254 1,266,906
Distribution, selling and administrative 33,823 33,063 98,302 102,519
-------- -------- ---------- ----------
Operating income 6,660 5,381 18,562 20,184
Interest expense (3,846) (3,824) (11,421) (11,333)
Other income (expense), net (162) (1,500) 509 (1,500)
-------- -------- ---------- ----------
Earnings before estimated patronage dividends,
provision (benefit) for income taxes and
cumulative effect of accounting change 2,652 57 7,650 7,351
Estimated patronage dividends (2,023) (2,689) (6,477) (9,664)
-------- -------- ---------- ----------
Earnings (loss) before income tax
provision (benefit) and cumulative
effect of accounting change 629 (2,632) 1,173 (2,313)
Provision (benefit) for income taxes 434 ( 999) 649 (897)
-------- -------- ---------- ----------
Earnings (loss) before cumulative effect
of accounting change 195 (1,633) 524 (1,416)
-------- -------- ---------- ----------
Cumulative effect of accounting change 2,500
-------- -------- ---------- ----------
Net earnings (loss) $ 195 ($1,633) $ 524 $ 1,084
-------- -------- ---------- ----------
-------- -------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THIRTY-NINE WEEKS ENDED JUNE 3, 1995 AND MAY 28, 1994
(Thousands omitted)
<TABLE>
<CAPTION>
June 3, May 28,
1995 1994
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 524 $ 1,084
-------- --------
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Gain on sale of investment in affiliate (511)
Cumulative effect of accounting change (2,500)
Depreciation and amortization 7,588 7,996
Loss (gain) on disposal of properties 237 (265)
Accrued postretirement benefit costs 2,239 1,737
Accrued postemployment benefit costs 1,119
Accrued environmental liabilities 110
Facility relocation 845
Decrease (increase) in assets:
Accounts and notes receivable (5,330) (10,881)
Inventories 5,451 (5,728)
Prepaid expenses (1,144) (504)
Notes receivable 844 4,086
Increase (decrease) in liabilities:
Accounts payable (225) 2,329
Accrued liabilities (1,687) 4,291
Patrons' excess deposits and estimated
patronage dividends 856 1,016
-------- --------
Total adjustments 9,547 2,422
-------- --------
Net cash provided by operating activities 10,071 3,506
-------- --------
Cash flows from investing activities:
Purchase of properties (7,485) (5,385)
Proceeds from sales of properties 11,363 1,034
Increase in other assets (729) (735)
Investment in long-term bonds, net (1,882) (2,432)
Investment in preferred stocks, net (177) (2,500)
Investment in common stocks, net (180) (2,320)
Sale of investment in affiliate, net of cash disposed * (479)
-------- --------
Net cash provided (utilized) by investing activities 431 (12,338)
-------- --------
Cash flows from financing activities:
Additions to long-term notes payable 10,978
Reduction of long-term notes payable (6,973) (2,000)
Reduction of short-term notes payable (1,368) (1,668)
Increase in members' required deposits 1,589 2,620
Decrease in subordinated patronage dividend certificates (5)
Repurchase of shares from members (3,899) (3,992)
Issuance of shares to members 799 638
-------- --------
Net cash (utilized) provided by financing activities (9,852) 6,571
-------- --------
Net increase (decrease) in cash and cash equivalents 650 (2,261)
Cash and cash equivalents at beginning of year 7,702 11,411
-------- --------
Cash and cash equivalents at end of period $ 8,352 $ 9,150
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THIRTY-NINE WEEKS ENDED JUNE 3, 1995 AND MAY 28, 1994
(Thousands omitted)
<TABLE>
<S> <C> <C>
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $12,321 $12,343
Income taxes 1,958 70
-------- --------
$14,279 $12,413
-------- --------
-------- --------
* Sale of investment in affiliate, net of cash disposed:
Working capital, other than cash ($980)
Property, plant and equipment 1,596
Note receivable (2,580)
Other assets 1,857
Proceeds in excess of net assets of affiliate sold, net 511
Long-term debt (883)
--------
Net cash effect from sale of investment
in affiliate ($479)
--------
--------
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD., AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The accompanying consolidated condensed financial statements reflect all
adjustments which are, in the opinion of management, both of a normal recurring
nature and necessary to a fair statement of the results of the interim periods
presented. Certain reclassifications have been made to prior period's financial
statements to present them on a basis comparable with the current period's
presentation.
2. The consolidated condensed financial statements include the accounts of
Certified Grocers of California, Ltd. and all of its subsidiaries (the
"Company"). Intercompany transactions and accounts with subsidiaries have been
eliminated.
3. The Company adopted Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits" ("SFAS No. 112"), in the
first quarter of fiscal year 1995. The new accounting standard requires an
accrual rather than a pay-as-you-go basis of recognizing expenses for
postemployment benefits provided by an employer to former or inactive employees
after termination of employment but before retirement. The effect on the
Company's 1995 Consolidated Condensed Statement of Earnings for the thirty-nine
weeks ended June 3, 1995 was $1,119,000. This amount is reflected in the
Company's 1995 Consolidated Condensed Statement of Cash Flows as a non-cash
expense. Management estimates the effect on its results of operations in fiscal
1995 will approximate $1.5 million.
4. The Company reclassified $1,772,000 from long-term to short-term debt (a
noncash financing activity) for the thirty-nine weeks ended June 3, 1995, in its
Consolidated Condensed Statements of Cash Flows.
5. In second quarter 1995, the Company sold a majority investment of Major
Market Inc. ("MMI"). MMI was previously consolidated in the Company's financial
statements. The Company now has a minority interest in MMI and accounts for the
investment using the cost method. The net cash effect of this transaction is
disclosed in the Company's Consolidated Condensed Statements of Cash Flows for
the thirty-nine weeks ended June 3, 1995.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company relies primarily upon cash flow from operations, patron
deposits, Patronage Certificates, shareholdings, and borrowings under the
Company's credit lines, to finance operations. Net cash provided by operating
activities totaled $10.1 million for the first thirty-nine weeks of fiscal 1995
(the "1995 period"), as compared to $3.5 million for the first thirty-nine weeks
of fiscal 1994 (the "1994 period"). Net cash provided for the 1995 period
increased $6.6 million as compared to the 1994 period. This increase was due
primarily to increased cash provided by the change in inventories ($11.2
million) and accounts and notes receivable ($5.6 million), offset by increased
cash utilized by the change in accrued liabilities ($6.0 million), accounts
payable ($2.6 million), and other net operating activities ($1.6 million) for
the 1995 period as compared to the 1994 period. The improvement in inventories
is due primarily to reduced inventory in two of the Company's subsidiaries,
Grocers Specialty Company ("GSC") and Grocers General Merchandise Company
("GGMC"), while the improvement in accounts and notes receivable is due to
improved collections and reduced receivables in the cooperative, GGMC,
finance and insurance companies. The reduction in GSC's inventory reflects its
relocation and consolidation of inventory into the corporate warehousing
facilities, while GGMC's reduction occurred due to reduced volume. The
increased cash utilization for accrued liabilities and accounts payable occurred
in response to the increased cash provided by the changes in inventories and
accounts and notes receivable. In addition to the items indicated above, the
Company's cost and expense reductions, revised marketing programs, and the
dividend retention program provide adequate operating cash flow to conduct the
company's business operations. At June 3, 1995, working capital was $96.7
million, as compared to $96.8 million at September 3, 1994, and the Company's
current ratio was 1.6 to 1 at the end of the 1995 period and at fiscal 1994 year
end. Working capital varies primarily as a result of seasonal inventory
requirements.
Capital expenditures totaled $7.5 million in the first thirty-nine weeks of
fiscal 1995. The 1995 expenditures include purchases of warehouse, maintenance,
and computer equipment.
On December 6, 1994, the Company completed a sale leaseback transaction
with Trinet Corporate Realty Trust, Inc.("Trinet"), an unaffiliated third party,
wherein it sold approximately 5.5 acres of real property in the City of Commerce
together with all buildings, structures and improvements located on such real
property, including an office building containing approximately 100,000 square
feet and a cafeteria building containing approximately 8,000 square feet. The
total sales price for the property was $11.5 million. Concurrent with the sale
of the real property, the Company and Trinet entered into a twenty year lease of
the property, with two ten year extension options. The monthly rental is
approximately $108,000 and is subject to CPI adjustment commencing on the first
day of the sixth, eleventh and sixteenth years. However, such CPI adjustments
shall not exceed four percent per annum on a cumulative basis during each five
year period. The $1.2 million gain realized on the sale has been deferred and
is being amortized in proportion to rental payments over the period of the lease
term.
In fiscal year 1993, Grocers Capital Company ("GCC") acquired an 81%
investment in Major Market Inc. ("MMI") for $1.6 million. The investment was
previously consolidated in the Company's financial statements. In second
quarter 1995, GCC sold its preferred stock and 282,600 shares of common stock to
MMI. GCC received proceeds of $120,000 and a note receivable for approximately
$2.6 million. GCC now has a minority interest in MMI and accounts for the
investment using the cost method. GCC recorded a pretax gain of $511,000 on the
sale of its investment. The net cash effect of this transaction is disclosed in
the Company's Consolidated Condensed Statements of Cash Flows for the thirty-
nine weeks ended June 3, 1995.
The Company has agreements with certain banks that provide for committed
lines of credit. These credit lines are available for general working capital,
acquisitions, and maturing long-term debt. At the end of the third quarter of
fiscal 1995, the Company had $160 million in committed lines of credit, of which
$90.5 million was not utilized. A $135 million committed line of credit with a
maturity date of March 17, 1997, is collateralized by accounts receivable,
inventory, and certain other assets of Certified Grocers of California, Ltd.,
and two of its principal subsidiaries, excluding equipment, real property and
the assets of GCC. The agreement provides for Eurodollar basis or prime basis
borrowings at the Company's option. As of June 3, 1995, the Company's
outstanding borrowings, including obligations under capital leases of
approximately $7.3 million, amounted to $143.1 million, of which $140 million
was classified as noncurrent.
Certified distributes at least 20% of the patronage dividends in cash and
distributes Class B Shares as a portion of the patronage dividends distributed
to its member-patrons. In addition, under a patronage
7
<PAGE>
dividend retention program authorized by Certified's Board of Directors,
Certified retains a portion of the patronage dividends to be distributed for a
fiscal year and issues Patronage Certificates evidencing its indebtedness
respecting the retained amounts. The program provides for the issuance of
Patronage Certificates to patrons on an annual basis in a portion and at an
interest rate to be determined annually by the Board of Directors. However, as
to any particular patron, if the amount of the retention is less than $500, then
no retention occurs and a Patronage Certificate is not issued. Patronage
Certificates for each year are unsecured general obligations of Certified, are
subordinated to certain other indebtedness of Certified, and are nontransferable
without the consent of Certified. The Patronage Certificates are subject to
redemption, at any time in whole and from time to time in part, without premium,
at the option of Certified, and are subject to being set off, at the option of
Certified, against all or any portion of the amounts owing to the Company by the
holder. Subject to the payment of at least 20% of the patronage dividend in
cash, the portion of the patronage dividend retained is deducted from each
patron's patronage dividend prior to the issuance of Class B Shares as a portion
of such dividend.
For fiscal year 1993, the portion of the patronage dividend retained and
evidenced by the issuance of Patronage Certificates was 20% of the fourth
quarter dividend for dairy products and 40% of the fiscal year's dividend for
non-dairy products. Patronage Certificates issued for fiscal year 1993 have a
seven year term, maturing on December 15, 2000, and carry a 7% annual interest
rate, payable in cash. The retention for 1994 was 20% of the quarterly dairy
patronage dividends and 40% of the fiscal year's dividend for non-dairy
products, and the Patronage Certificates have a maturity date of December 15,
2001 , and carry an 8% annual interest rate, payable in cash. During the third
quarter ended June 3, 1995, the Company's Board of Directors authorized the
Company to suspend patronage dividend retention with respect to the quarterly
dividend for dairy products effective for the third and fourth quarters of
fiscal 1995. The Company expects to continue to distribute patronage dividends
in the future, although there can be no assurance of the amounts of such
dividends.
Patrons are generally required to maintain subordinated deposits with the
Company and member-patrons purchase shares of stock of the Company. Upon
termination of patron status, the withdrawing patron will be entitled to recover
deposits in excess of its obligations to the Company if permitted by the
applicable subordination provisions, and a member-patron also will be entitled
to have its shares redeemed, subject to applicable legal requirements, Company
policies and credit agreement limitations. The Company's current redemption
policy limits the Class B Shares that the Company is obligated to redeem in any
year to 5% of the number of Class B Shares deemed outstanding at the end of the
preceding fiscal year. In fiscal 1995, this limitation restricted the
Company's redemption of shares to 19,414 shares for $3,165,064, and as of June
3, 1995, that number of shares has been redeemed. Due to the loss of a number
of significant member-patrons in past fiscal years, the number of shares
tendered for redemption at July 24, 1995, totaled 66,660 (or approximately $11
million using fiscal 1994 year end book values), which exceeds the amount that
can be redeemed in fiscal 1995. Consequently, the Company will be required to
make redemptions in fiscal 1996, 1997, and 1998, with such redemptions
approximating $9.2 million to $9.5 million based on 1994 year end book values
and estimated share issuances for those years. Shares are redeemed at their
book value as of the end of the year preceding redemption. Cash flow to fund
redemption of shares is provided from operations, patron deposits, Patronage
Certificates, current shareholdings and borrowings under the Company's credit
lines.
8
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth selected financial data of the Company
expressed as a percentage of sales for the periods indicated below:
<TABLE>
<CAPTION>
For the Thirty-nine Weeks Ended
-------------------------------
June 3, 1995 May 28, 1994
------------ ------------
<S> <C> <C>
Net sales 100% 100%
Cost of sales 91.3 91.2
Distribution, selling and administrative 7.3 7.4
Operating income 1.4 1.4
Interest expense 0.9 0.8
Other income (expense), net 0.1 0.1
Estimated patronage dividends 0.5 0.7
Earnings (loss) after dividend and before income taxes 0.1 (0.2)
Provision (benefit) for income taxes 0.1 (0.1)
Cumulative effect of accounting change 0.2
Net earnings 0.0 0.1
</TABLE>
NET SALES
Net sales decreased 3.5% to $1.3 billion in the 1995 period as compared to
the 1994 period. This decrease was due to the effects of the loss of certain
customers and member-patrons. In addition, certain other large member-patrons
either acquired or expanded their own warehousing and distribution operations.
However, the decrease in sales as a result of these occurrences was partially
offset by improved sales growth in the Northern California grocery division.
During the third quarter of fiscal 1995, the Company added two significant
customers which contributed approximately $58 million in net sales through
June 3, 1995. The Company projects increased net sales volume of approximately
$125 million as of fiscal year end 1995. The Company estimates these new
customers will increase net sales by approximately $257 million on an annualized
basis. The Company is attempting to increase sales volume by adding new
customers and expanding the volume of sales to existing customers.
COST OF SALES
Cost of sales, as a percentage of sales, has remained consistent with
the comparable prior thirty-nine week period (91.2% in the 1994 period and
91.3% in the 1995 period). Delivery fees have been reduced over the prior
period by $2.4 million which accounts for the reduction. This planned
reduction in delivery fees reflects management's implementation of a revised
delivery fee program effective as of the beginning of fiscal 1995. In
addition, the decrease in cost of sales was also due to the result of lower
sales volume as discussed above.
DISTRIBUTION, SELLING AND ADMINISTRATIVE
Distribution, selling and administrative expenses decreased from $102.5
million in the 1994 period to $98.3 million in the 1995 period. The expenses as
a percentage of sales have remained consistent with the comparable prior thirty-
nine week period.
OPERATING INCOME
Operating income totaled $18.6 million for the 1995 period, as compared to
$20.2 million for the 1994 period. As a percentage of net sales, operating
income was consistent with the same prior year period but lower in total dollars
as a result of lower sales volume as discussed above.
OTHER INCOME (EXPENSE), NET
In fiscal year 1993, GCC acquired an 81% investment in MMI for $1.6
million. The investment was previously consolidated in the Company's financial
statements. In second quarter 1995, GCC sold its preferred stock and 282,600
shares of common stock to MMI. GCC received proceeds of $120,000 and a
9
<PAGE>
note receivable for approximately $2.6 million. GCC now has a minority interest
in MMI and accounts for the investment using the cost method. GCC recorded a
pretax gain of $511,000 on the sale of its investment.
INTEREST
Interest expense in the 1995 period has remained consistent in dollars and
as a percentage of sales with the comparable 1994 period.
CUMULATIVE EFFECT OF ACCOUNTING CHANGE
In the first quarter of 1994, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109").
The adoption of this new accounting method resulted in a positive $2.5 million
impact on net earnings in the 1994 period.
NET EARNINGS
Net earnings for the 1995 period were $524,000 compared to net earnings of
$1,084,000 for the 1994 period. The adoption of SFAS No. 112 had a $1,119,000
impact on net earnings in the 1995 period; however, the decrease in net earnings
was primarily due to the cumulative effect of adopting SFAS No. 109 in the 1994
period. Excluding the impact of adopting SFAS No. 109 in the 1994 period, the
Company experienced an improvement in after-tax earnings of approximately $1.9
million for the 1995 period as compared to the 1994 period. This improvement
was the result of increased earnings in GCC ($0.6 million due primarily to the
sale of MMI as discussed previously), improved earnings of $0.4 million in the
Company's insurance operations, and a $0.9 million improvement in GSC due to
nonrecurring relocation costs incurred in the prior year. Other subsidiaries
had slightly improved earnings in the 1995 period.
10
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the Company's Annual Report on Form 10-K for
the fiscal year ended September 3, 1994, for a description of the
Company's involvement with respect to the cleanup of hazardous waste
at Operating Industries, Inc. Superfund Site in Monterey Park,
California.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A. Annual Meeting of Shareholders
The Company's Annual Meeting of Shareholders was held on March 14, 1995, at
which time the fifteen members of the Company's Board of Directors were
elected. The following tables set forth the twelve individuals elected by
the holders of Class A Shares and the three individuals elected by the
holders of Class B Shares, as well as the number of votes cast for or
withheld respecting each individual.
<TABLE>
<CAPTION>
Class A Shares
--------------
Votes
Name Votes For Withheld
---- --------- --------
<S> <C> <C>
Louis A. Amen 27,100 500
John Berberian 27,300 300
Gene A. Fulton 27,200 400
Lyle A. Hughes 27,300 300
Darioush Khaledi 27,300 300
Mark Kidd 27,400 200
Willard R. MacAloney 27,300 300
Jay McCormack 27,200 400
Morrie Notrica 27,200 400
Michael A. Provenzano 27,400 200
James R. Stump 27,500 100
Kenneth Young 27,600 0
<CAPTION>
Class B Shares
--------------
Votes
Name Votes For Withheld
---- --------- --------
Roger K. Hughes 271,972 470
Allan Scharn 272,442 0
Michael A. Webb 272,172 270
</TABLE>
11
<PAGE>
B. Loans and Guaranties
On February 15, 1995, the Company solicited proxies from the holders
of its Class A Shares under which the stockholders granting the
proxies appointed the four members of the Company's credit committee,
or any two of them, as the attorneys and proxies of such stockholders
to act, either by vote or written consent, in considering, acting upon
and approving any loan of money or property by the Company or any of
its subsidiaries to, or any guaranty by the Company or any of its
subsidiaries of the obligations of, (1) any member-patron of the
Company upon the security of the shares of stock of the Company held
by such member-patron, and/or (2) any director of the Company. The
proxy form provided each stockholder with the right to direct that its
shares be voted in the appointed proxies' discretion respecting such
loans or guaranties, or that its shares be voted against such loans or
guaranties, or that its shares not be voted respecting such loans or
guarantees.
Out of a total of 485 stockholders holding 48,500 Class A Shares, the
Company received proxies from 285 stockholders holding 28,500 Class A
Shares. Of these 285 stockholders, 256 stockholders holding 25,600
Class A Shares directed that their shares be voted in the appointed
proxies' discretion respecting such loans or guaranties, 12
stockholders holding 1,200 Class A Shares directed that their shares
be voted against such loans and guaranties, and 17 stockholders
holding 1,700 Class A Shares directed that their shares not be voted
respecting such loans or guaranties.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
12
<PAGE>
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 undersigned
thereunto duly authorized.
Certified Grocers of California, Ltd
------------------------------------
(Registrant)
Dated: July 24, 1995 By ALFRED A. PLAMANN
------------------------------
Alfred A. Plamann
President and
Chief Executive Officer
By DANIEL T. BANE
------------------------------
Daniel T. Bane
Senior Vice President,
Chief Financial Officer
and Chief Accounting Officer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-02-1995
<PERIOD-START> SEP-03-1994
<PERIOD-END> JUN-03-1995
<CASH> 8,352
<SECURITIES> 22,592
<RECEIVABLES> 106,422
<ALLOWANCES> (4,600)
<INVENTORY> 140,005
<CURRENT-ASSETS> 255,071
<PP&E> 149,046
<DEPRECIATION> (75,499)
<TOTAL-ASSETS> 390,826
<CURRENT-LIABILITIES> 158,392
<BONDS> 140,045
<COMMON> 58,685
0
0
<OTHER-SE> 10,082
<TOTAL-LIABILITY-AND-EQUITY> 390,826
<SALES> 1,341,118
<TOTAL-REVENUES> 0
<CGS> 1,224,254
<TOTAL-COSTS> 1,322,556
<OTHER-EXPENSES> (509)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,421
<INCOME-PRETAX> 1,173
<INCOME-TAX> 649
<INCOME-CONTINUING> 524
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 524
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
