<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1997
REGISTRATION NO. 33-51457
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CERTIFIED GROCERS OF CALIFORNIA, LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CALIFORNIA 95-0615250
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OR ORGANIZATION)
</TABLE>
----------------
2601 S. EASTERN AVENUE
LOS ANGELES, CALIFORNIA 90040
(213) 723-7476
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
ROBERT M. LING, JR., GENERAL COUNSEL
CERTIFIED GROCERS OF CALIFORNIA, LTD.
2601 S. EASTERN AVENUE
LOS ANGELES, CALIFORNIA 90040
(213) 723-7476
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
COPY TO:
JOHN D. HUSSEY
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
333 SOUTH HOPE STREET
48TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 617-4112
----------------
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, CHECK THE FOLLOWING BOX. [X]
IF THE REGISTRANT ELECTS TO DELIVER ITS LATEST ANNUAL REPORT TO SECURITIES
HOLDERS, OR A COMPLETE AND LEGIBLE FACSIMILE THEREOF, PURSUANT TO ITEM
11(a)(1) OF THIS FORM, CHECK THE FOLLOWING BOX. [X]
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
CERTIFIED GROCERS OF CALIFORNIA, LTD.
$4,774,685 PARTIALLY SUBORDINATED
PATRONS' DEPOSIT ACCOUNTS
This Prospectus relates to the Partially Subordinated Patrons' Deposit
Accounts (the "Deposit Accounts") maintained with Certified Grocers of
California, Ltd. ("Certified" or the "Company") by the member-patrons and
associate patrons of the Company and the Deposit Accounts to be maintained
with the Company by such persons or entities who from time to time become
member-patrons or associate patrons of the Company. (Member-patrons and
associate patrons are collectively referred to herein as "patrons"). Patrons
are generally required to maintain deposits with the Company in certain
required amounts and may also maintain deposits in excess of such required
amounts. All such deposits of a patron are maintained in the patron's Deposit
Account. Patrons are required to execute subordination agreements providing
for the pledging of their Deposit Accounts to the Company and the
subordination of that portion of their Deposit Accounts which consists of
required deposits to Senior Indebtedness (as defined) of the Company. The
subordination agreements executed by patrons on and after January 14, 1994
differ from the subordination agreements which have been executed by patrons
before January 14, 1994. See "DESCRIPTION OF DEPOSIT ACCOUNTS --
Subordination."
That portion of each Deposit Account consisting of required deposits does
not bear interest. Interest is paid with respect to that portion, if any, of a
Deposit Account which exceeds the required amounts. The rate is 8.5% per annum
at the date of this Prospectus. The Deposit Accounts are not secured by any
lien on any assets of the Company, are nontransferable without the consent of
the Company, which will normally be withheld, and are required to be pledged
to the Company as security for obligations to the Company and its
subsidiaries. On termination of membership of a member-patron or on an
associate patron ceasing to do business with the Company, the patron will be
entitled to the return of its Deposit Account, less all amounts that may be
owing by the patron to the Company or any of its subsidiaries, provided,
however, that return of that portion of the Deposit Account which consists of
required deposits will be governed by the subordination provisions to which it
is subject and will be returned only as and to the extent permitted thereby.
That portion of the Deposit Account which is in excess of the required
deposits will be paid to the patron on its request provided the patron is not
in default in any of its obligations to the Company or any of its
subsidiaries. (See "DESCRIPTION OF DEPOSIT ACCOUNTS").
This prospectus is accompanied by a copy of the Company's latest Form 10-K
and latest Form 10-Q as filed with the Securities and Exchange Commission.
Since the Deposit Accounts are not segregated from the Company's other funds
and are unsecured obligations, and since the Company has not established any
reserves for their repayment, there can be no assurance that the Company would
have the ability to repay the Deposit Accounts in the event of insolvency or
other financial difficulty or in the event the Company were required to return
a substantial amount of the Deposit Accounts at one time or over a brief
period of time. See "DESCRIPTION OF DEPOSIT ACCOUNTS -- Repayment."
------------------
CAREFUL CONSIDERATION SHOULD BE GIVEN TO THE MATTERS DISCUSSED UNDER
"RISK FACTORS," BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<TABLE>
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
<CAPTION>
UNDERWRITING PROCEEDS
PRICE DISCOUNTS AND TO THE
TO PUBLIC COMMISSIONS COMPANY(1)(2)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$4,774,685 Partially Subordinated
Patrons' Deposit Accounts....... $4,774,685 none $4,774,685
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
</TABLE>
(1) As of the date of registration, the expenses payable by the Company were
estimated at $44,345.
(2) Based on the assumption that this amount of Deposit Accounts will be
acquired by patrons. There is no assurance that this amount will be so
acquired.
THIS OFFER IS NOT UNDERWRITTEN.
THE DATE OF THIS PROSPECTUS IS DECEMBER , 1997
1
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange Commission
("Commission"). Copies of such materials can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549, at prescribed
rates. In addition, such material can be inspected and copied at the public
reference facilities maintained by the Commission and located at the
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and 7 World Trade Center, New York, New York 10048.
ADDITIONAL INFORMATION
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information and exhibits contained in a Registration Statement
on Form S-2 filed by the Company with the Commission. For further information,
reference is made to the Registration Statement including the exhibits filed
as a part thereof. Copies of the Registration Statement and exhibits may be
obtained from the principal office of the Commission in Washington, D.C. upon
payment of the fee prescribed by the rules and regulations of the Commission.
INCORPORATION BY REFERENCE
The following documents filed with the Commission are incorporated by
reference into this Prospectus: (i) Annual Report on Form 10-K for the fiscal
year ended August 30, 1997. (ii) All other reports filed pursuant to Section
13(a) or 15(a) of the Exchange Act since the end of the fiscal year covered by
the Annual Report.
2
<PAGE>
RISK FACTORS
Careful consideration should be given to the following factors concerning
the Company and the securities offered in this Prospectus:
SUBORDINATION
The portion of the Deposit Accounts consisting of required deposits will be
subordinated to the prior payment in full of Senior Indebtedness (as defined)
of the Company. Patrons are required to execute subordination agreements with
respect to their Deposit Accounts. The subordination agreements executed by
patrons on and after January 14, 1994 differ from the subordination agreements
which have been executed by patrons before January 14, 1994. The portion of
the Deposit Accounts consisting of required deposits cannot be repaid by the
Company in the event of an uncured default by the Company respecting Senior
Indebtedness, or in the event of dissolution, liquidation or insolvency
proceedings involving the Company, until all Senior Indebtedness has been paid
in full or provision made for such payment satisfactory to the holders of
Senior Indebtedness. The total amount of outstanding Senior Indebtedness to
which required deposits are subordinated aggregated approximately $149,000,000
as of November 29, 1997. There is no limitation on the Company's creation of
additional Senior Indebtedness. See "DESCRIPTION OF DEPOSIT ACCOUNTS --
Subordination."
UNSECURED OBLIGATIONS
The Deposit Accounts are not secured by any lien upon any assets of the
Company and are unsecured obligations of the Company.
NONTRANSFERABILITY
The Deposit Accounts are nontransferable without the consent of the Company,
which will normally be withheld. Patrons are required to pledge their Deposit
Accounts to the Company as security for their obligations to the Company and
its subsidiaries.
INTEREST
The portion of the Deposit Accounts consisting of required deposits does not
bear interest. See "DESCRIPTION OF DEPOSIT ACCOUNTS -- Interest."
REPAYMENT
Amounts in a patron's Deposit Account in excess of the amount consisting of
required deposits are returnable upon request of the patron if the patron is
not in default of its obligations to the Company or any of its subsidiaries.
Upon termination of membership of a member-patron or on an associate patron
ceasing to do business with the Company, the patron is entitled to the return
of its Deposit Account, less all amounts owing to the Company and its
subsidiaries. In all cases, however, return of the portion of the Deposit
Account consisting of required deposits is governed by the subordination
provisions to which it is subject.
Since the Deposit Accounts are not segregated from the Company's other funds
and are unsecured obligations, and since the Company has not established any
reserves for their repayment, there can be no assurance that the Company would
have the ability to repay the Deposit Accounts in the event of insolvency or
other financial difficulty or in the event the Company were required to return
a substantial amount of the Deposit Accounts at one time or over a brief
period of time. See "DESCRIPTION OF DEPOSIT ACCOUNTS -- Repayment."
VOLUME LOSSES
The Company experienced reductions in sales volume from fiscal 1991 levels
totaling approximately $945 million between fiscal years 1992 and 1995. During
this period, certain of the Company's large member-
3
<PAGE>
patrons either grew to the size where they elected to establish self-
distribution programs or were acquired by chains that had existing self-
distribution programs. Additionally, sales volume was lost as a result of the
decision of certain large patrons to expand their own warehousing and
distribution operations in fiscal 1994.
The Company has been notified that its third and fourth largest customers,
Nob Hill General Store, Inc. ("Nob Hill") and Hughes Markets, Inc. ("Hughes"),
respectively, have entered into agreements to be acquired by entities that
have existing self-distribution programs. These acquisitions are both expected
to be completed in the first quarter of 1998. The Company's sales to Nob Hill
and Hughes totaled approximately $150 million in fiscal 1997. The financial
impact of these transactions on Certified is unknown at this time.
There can be no assurance that future sales volume reductions will not
occur, whether by merger or acquisition of patrons or election by patrons to
switch to self-distribution or other supply sources. The Company's largest
customer and ten largest customers accounted for approximately 5% and 31%,
respectively, of net sales in fiscal 1997.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
FISCAL YEAR
-----------------------------
1997 1996 1995 1994 1993
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges(1)............. 2.21x 1.94x 1.71x 1.63x 1.78x
</TABLE>
- ---------------------
(1) Earnings used in computing the ratio of earnings to fixed charges consist
of earnings before patronage dividends, provision (benefit) for income
taxes, and cumulative effect of change in accounting principle in 1994 of
$2.5 million, plus fixed charges. Fixed charges consist of interest
expense (including amortization of deferred financing costs) and the
portion of rental expense that is representative of the interest factor.
DESCRIPTION OF DEPOSIT ACCOUNTS
GENERAL
Patrons are generally required to maintain deposits with the Company in
certain required amounts and may also maintain deposits with the Company in
excess of such required amounts. All such deposits of a patron are maintained
in the patron's Deposit Account. Patrons are required to execute subordination
agreements providing for the pledging of their Deposit Accounts to the Company
and the subordination of that portion of their Deposit Accounts which consists
of required deposits to Senior Indebtedness (as defined) of the Company. As
described below under the caption "Subordination," the subordination
agreements executed by patrons on and after January 14, 1994 differ from the
subordination agreements which have been executed by patrons before
January 14, 1994. Thus, persons or entities who become member-patrons or
associate patrons on or after January 14, 1994 are required to execute the new
subordination agreements. In addition, patrons who executed subordination
agreements before January 14, 1994 may be required to execute the new
subordination agreements if there is a change in the patron's business form.
For example, in the event of a change in a patron which is a proprietorship or
partnership, or a change in the stock ownership of a patron which is a
corporation, the Company may require the execution of a new subordination
agreement.
Amounts in the Deposit Accounts are not segregated from other funds of the
Company. The Deposit Accounts are recorded in the Company's records by means
of book entries, and no note, certificate or other instrument is issued as
evidence of the Deposit Accounts. After the close of each fiscal year, the
Company provides each patron with a statement showing patronage dividends
allocated to the patron's Deposit Account. In addition, written inquiry
concerning the Deposit Accounts and other additions to the account, as well as
withdrawals and charges and the account balance, may be made at any time, and
telephone inquiry may be made at any time during normal business hours. The
Company's policies regarding deposits are subject to change by the Board of
Directors, which may, in its discretion, add to, increase, decrease, limit,
eliminate or otherwise change such policies.
4
<PAGE>
SUBORDINATION
As described below in this section, the subordination of that portion of the
Deposit Accounts which consists of required deposits will differ depending
upon whether a patron executes a subordination agreement on or after January
14, 1994 or has executed a subordination agreement before that date.
1. SUBORDINATION AGREEMENTS EXECUTED ON OR AFTER JANUARY 14, 1994.
With respect to patrons who execute subordination agreements on or after
January 14, 1994, that portion of the Deposit Account of each such patron
which consists of required deposits will, under the terms of such agreements,
be subordinated and subject in right of payment to all Senior Indebtedness. As
to such patrons, the term "Senior Indebtedness" means all indebtedness,
liabilities or obligations of the Company, contingent or otherwise, whether
existing on the date of execution of the subordination agreement or thereafter
incurred, (A) in respect of borrowed money; (B) evidenced by bonds, notes,
debentures or other instruments of indebtedness; (C) evidenced by letters of
credit, bankers' acceptances or similar credit instruments; (D) in respect of
Capitalized Lease Obligations; (E) in respect of the deferred purchase price
of property or assets (whether real, personal, tangible or intangible) or in
respect of any mortgage, security agreement, title retention agreement or
conditional sale contract; (F) in respect of any interest rate swap agreement,
interest rate collar agreement or other similar agreement or arrangement
designed to provide interest rate protection; (G) in respect of all
indebtedness, liabilities or obligations of others of any of the types
referred to in clauses (A) through (F) for which the Company is responsible or
liable as obligor, guarantor or otherwise or in respect of which recourse may
be had against any of the property or assets (whether real, personal, tangible
or intangible) of the Company; and (H) in respect of all modifications,
renewals, extensions, replacements and refundings of any indebtedness,
liabilities or obligations of any of the types described in clauses (A)
through (G); provided, however, that the term "Senior Indebtedness" shall not
mean any indebtedness, liabilities or obligations of the Company, contingent
or otherwise, whether existing on the date of execution of the subordination
agreement or thereafter incurred, (i) to trade creditors arising or incurred
in the ordinary course of the Company's business, (ii) in respect of any
redemption, repurchase or other payments on capital stock, (iii) in respect of
Patron's Deposits or (iv) in respect of Patronage Dividend Certificates.
For purposes of the foregoing definition, "Capitalized Lease Obligations"
means the discounted present value of the rental obligations of any person or
entity under any lease of any property which, in accordance with generally
accepted accounting principles, has been recorded on the balance sheet of such
person or entity as a capitalized lease; "Patrons' Deposits" means the
deposits from time to time required to be made or maintained with the Company
by its patrons or customers in accordance with the Bylaws of the Company as in
effect from time to time or in accordance with the policies for the servicing
of accounts of patrons or customers established from time to time by the
Company, and any deposits from time to time made or maintained with the
Company by its patrons or customers in excess of such required deposits; and
"Patronage Dividend Certificates" means any notes, revolving fund
certificates, retain certificates, certificate of indebtedness, patronage
dividend certificates or any other written evidences of indebtedness of the
Company at any time outstanding which evidence the indebtedness of the Company
respecting the distribution by the Company of patronage dividends.
The subordination is such that in the event of any insolvency or bankruptcy
proceedings relative to the Company or its property, any receivership,
liquidation, reorganization, arrangement or other similar proceedings in
connection therewith, or in the event of any proceedings for voluntary
liquidation, dissolution or other winding up of the Company, the holders of
Senior Indebtedness shall be entitled to receive payment in full of all Senior
Indebtedness (whether accrued prior or subsequent to the commencement of such
proceedings) before any payment is made with respect to that portion of the
Deposit Accounts which consists of required deposits. By reason of such
subordination, in the event of insolvency, creditors of the Company who are
holders of Senior Indebtedness may recover more ratably than holders of the
Deposit Accounts. In addition, (i) no payment shall be made with respect to
that portion of the Deposit Accounts which consists of required deposits in
the event and during the continuation of any default in the payment of any
Senior Indebtedness; and (ii) in the event any default (other than those
referred to in clause (i)) shall occur and be continuing with respect to any
Senior
5
<PAGE>
Indebtedness permitting the holders of such Senior Indebtedness to accelerate
the maturity thereof, no payment shall be made with respect to that portion of
the Deposit Accounts which consists of required deposits during any period (a)
of 180 days after the giving of written notice of such default by the holders
of such Senior Indebtedness to the Company, or (b) in which judicial
proceedings shall be pending in respect of such default, a notice of
acceleration of the maturity of such Senior Indebtedness shall have been
transmitted to the Company in respect of such default and such judicial
proceedings shall be diligently pursued in good faith. With respect to clause
(ii)(a) above, only one such notice shall be given in any twelve consecutive
months.
2. SUBORDINATION AGREEMENTS EXECUTED PRIOR TO JANUARY 14, 1994.
With respect to patrons who executed subordination agreements prior to
January 14, 1994 and who do not execute new subordination agreements after
that date, that portion of the Deposit Account of each such patron which
consists of required deposits is, under the terms of such agreements,
subordinated and subject in right of payment to the prior payment in full of
the principal of (and premium, if any) and interest upon all Senior
Indebtedness. As to such patrons, the term "Senior Indebtedness" means, (A)
any and all indebtedness of the Company which may from time to time be
outstanding as shall be payable with respect to short term notes and other
commercial paper issued by the Company and which are rated by a nationally
recognized securities rating agency, (B) any and all indebtedness, whether
contingent or otherwise, of the Company which may from time to time be
outstanding and be payable to any bank, insurance company, or other financial
institution, and (C) any and all indebtedness of others which may from time to
time be guaranteed by the Company and is payable to any bank, insurance
company or other financial institution.
The subordination is such that upon any distribution of the assets of the
Company upon any voluntary or involuntary dissolution, winding up or
liquidation, reorganization, readjustment, arrangement, or similar
proceedings, relating to the Company or its property, whether or not the
Company is a party thereto, and whether in bankruptcy, insolvency or
receivership proceedings or otherwise, or on any assignment by the Company for
the benefit of creditors, or upon any other marshaling of the assets and
liabilities of the Company, all Senior Indebtedness shall be paid in full, or
provision made for such payment satisfactory to the holders of such Senior
Indebtedness, before any payment is made on account of the principal of or
interest, if any, on that portion of the Deposit Accounts which consists of
required deposits. By reason of such subordination, in the event of
insolvency, creditors of the Company who are holders of Senior Indebtedness
may recover more ratably than holders of the Deposit Accounts. In addition, no
payment shall be made on account of the principal of or interest, if any, on
that portion of any Deposit Account which consists of required deposits, if
(i) there shall have occurred a default in payment in the principal of (or
premium, if any) or interest on any Senior Indebtedness, or (ii) there shall
have occurred any other event of default with respect to any Senior
Indebtedness, permitting the holders thereof to accelerate the maturity
thereof and if written notice of election so to accelerate shall have been
given to the Company by the holder or holders of such Senior Indebtedness or
their representative or representatives, or (iii) payment on account of
principal of or interest, if any, on that portion of any Deposit Account which
consists of required deposits would itself constitute an event of default with
respect to any Senior Indebtedness, unless or until such event of default
described in clauses (i), (ii) or (iii) shall have been cured or waived or
shall have ceased to exist.
3. NO LIMIT ON SENIOR INDEBTEDNESS.
There is no limitation on the creation of additional Senior Indebtedness by
the Company. Outstanding Senior Indebtedness to which the required deposits of
patrons is subordinated aggregated approximately $149,000,000 as of November
29, 1997.
INTEREST
That portion of the Deposit Accounts which consists of required deposits is
non-interest bearing. While the Board of Directors of the Company could, in
its sole discretion, authorize the payment of interest on such portion, it has
no present plans to do so.
6
<PAGE>
Except for deposits under the Company's price reservation program, the
Company currently pays interest on amounts in the Deposit Accounts which are
in excess of required deposits. The rate of interest is 8.5% per annum at the
date of this Prospectus. The rate of interest during each fiscal month of the
Company will be the prime rate established by Bankers Trust Company and as in
effect on the 25th day of the preceding calendar month, or, if not then
available for any reason, on the next succeeding day when such rate is
available. However, if such rate is not available for any reason prior to the
beginning of the applicable fiscal month, the rate used for the previous
fiscal month will continue to be used. Interest for a fiscal month will be
paid only on those amounts which do not consist of required deposits and which
are in the Deposit Accounts during the entire fiscal month. Such interest will
not be compounded. Such interest will be paid to the patron semi-annually by
the Company in March and September of each year. However, upon request of the
patron, such interest will be paid by credit to the patron's Deposit Account.
The payment of interest on that portion of the Deposit Accounts which does
not consist of required deposits may be changed or eliminated at any time in
the discretion of the Board of Directors.
REPAYMENT
Upon request, the Company will return to patrons the amount of their Deposit
Accounts which is in excess of the portion thereof which consists of required
deposits, provided that the patron is not in default in its obligations to the
Company or any of its subsidiaries.
On termination of membership of a member-patron or on an associate patron
ceasing to do business with the Company, the Company will return the Deposit
Account, less all amounts that may be owing to the Company and any of its
subsidiaries. In all cases, however, return of that portion of the Deposit
Account which consists of required deposits will be governed by the
subordination provisions to which it is subject and will be returned only as
and to the extent permitted thereby.
Since the Deposit Accounts are not segregated from the Company's other
funds, the Company's liquidity might be adversely affected if the Company were
required to return a substantial amount of the Deposit Accounts at one time or
over a brief period of time. While the Company's liquidity has not been
adversely affected in the past as a result of the return of deposits to
patrons, there can be no assurance that the Company's liquidity would not be
adversely affected in the future as a result of the return to patrons of a
substantial amount of Deposit Accounts. In addition, the Company has not
established any reserves to provide for the repayment of Deposit Accounts, nor
are the Deposit Accounts secured obligations of the Company. Thus, in the
event a substantial amount of Deposit Accounts were required to be repaid by
the Company at one time or over a brief period of time, or in the event the
Company were to experience financial difficulties or to become insolvent,
there can be no assurance respecting the Company's ability to repay the
Deposit Accounts and respecting the ability of the Company's patrons to
recover the amount of their Deposit Accounts.
OTHER SIGNIFICANT ASPECTS
The Deposit Accounts are not secured by any lien upon any assets of the
Company. They are nontransferable without the consent of the Company, which
will normally be withheld. Patrons will be required to pledge their Deposit
Accounts to the Company as security for their obligations to the Company and
its subsidiaries.
7
<PAGE>
METHOD OF OFFERING
As a condition of doing business with the Company, patrons are required to
have executed subordination agreements providing for the maintenance of
Deposit Accounts with the Company, the pledging of their Deposit Accounts to
the Company to secure their obligations to the Company and its subsidiaries,
and the subordination of that portion of their Deposit Accounts which consists
of required deposits.
Such persons or entities who from time to time may be accepted as new
patrons of the Company will be required, as a condition of such acceptance, to
execute subordination agreements, which subordination agreements will be
effective from and after their date of execution, providing for the
maintenance of Deposit Accounts with the Company, the pledging of their
Deposit Accounts to the Company to secure their obligations to the Company and
its subsidiaries, and the subordination of that portion of their Deposit
Accounts which consists of required deposits. The subordination agreements to
be executed by patrons on and after January 14, 1994 will differ from the
subordination agreements which have been executed by patrons before that date.
See "DESCRIPTION OF DEPOSIT ACCOUNTS -- Subordination."
The offering of the Deposit Accounts is made by the Company only through its
regular employees who will not receive any additional remuneration in
connection therewith.
USE OF PROCEEDS
To the extent that Deposit Accounts of patrons increase in amount and to the
extent that Deposit Accounts are opened and maintained in connection with the
acceptance of new patrons, proceeds to the Company therefrom will be utilized
as working capital.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
August 30, 1997 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
The related consolidated statement of earnings, shareholders' equity, and
cash flow for the fiscal year ended September 2, 1995, included in the Annual
Report on Form 10-K of the Company incorporated by reference into this
Prospectus, have been included herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of said firm
as experts in accounting and auditing.
8
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES, OR ANY OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY
ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
OF SUCH INFORMATION.
--------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Additional Information..................................................... 2
Incorporation By Reference................................................. 2
Risk Factors............................................................... 3
Ratio of Earnings to Fixed Charges......................................... 4
Description of Deposit Accounts............................................ 4
Method of Offering......................................................... 8
Use of Proceeds............................................................ 8
Experts.................................................................... 8
</TABLE>
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V of the Company's Bylaws provides that the Company shall, to the
maximum extent permitted by law, have the power to indemnify its directors,
officers, employees and other agents. Section 317 of the California
Corporations code provides that a corporation has the power to indemnify
agents of the corporation against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that any such person is or was an
agent of the corporation. The Company has entered into agreements in the form
filed as Exhibit 10.22 with each of its directors and certain of its officers
which provide to such directors and officers the maximum indemnification
allowed under applicable law. In addition, the Company and its subsidiaries
maintain a policy of directors' and officers' liability and company
reimbursement insurance.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
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 Company 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.
ITEM 16. EXHIBITS
<TABLE>
<C> <C> <S>
EXHIBITS:
Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges.
Exhibit 23.2 Consent of Deloitte & Touche LLP.
Exhibit 23.3 Consent of Coopers & Lybrand L.L.P.
</TABLE>
S-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Commerce, State of
California, on December 30, 1997.
CERTIFIED GROCERS OF CALIFORNIA,
LTD.
By /s/ Alfred A. Plamann
___________________________________
Alfred A. Plamann
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Alfred A. Plamann President and Chief December 30, 1997
___________________________________________ Executive Officer
Alfred A. Plamann
/s/ Daniel T. Bane Senior Vice President-- December 30, 1997
___________________________________________ Finance and
Daniel T. Bane Administration
and Chief Financial
Officer
/s/ Randall G. Scoville Corporate Controller December 30, 1997
___________________________________________
Randall G. Scoville
/s/ Louis A. Amen Director December 30, 1997
___________________________________________
Louis A. Amen
(Chairman of the Board)
/s/ John Berberian Director December 30, 1997
___________________________________________
John Berberian
/s/ Michael Bonfante Director December 30, 1997
___________________________________________
Michael Bonfante
/s/ Harley J. Delano Director December 30, 1997
___________________________________________
Harley J. Delano
/s/ John T. Fujieki Director December 30, 1997
___________________________________________
John T. Fujieki
</TABLE>
S-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Roger K. Hughes Director December 30, 1997
___________________________________________
Roger K. Hughes
/s/ Darioush Khaledi Director December 30, 1997
___________________________________________
Darioush Khaledi
/s/ Mark Kidd Director December 30, 1997
___________________________________________
Mark Kidd
/s/ Willard R. "Bill" Macaloney Director December 30, 1997
___________________________________________
Willard R. "Bill" Macaloney
/s/ Jay McCormack Director December 30, 1997
___________________________________________
Jay McCormack
/s/ Morrie Notrica Director December 30, 1997
___________________________________________
Morrie Notrica
/s/ Michael A. Provenzano Director December 30, 1997
___________________________________________
Michael A. Provenzano
/s/ Gail Gerard Rice Director December 30, 1997
___________________________________________
Gail Gerard Rice
/s/ James R. Stump Director December 30, 1997
___________________________________________
James R. Stump
/s/ Kenneth Young Director December 30, 1997
___________________________________________
Kenneth Young
</TABLE>
S-3
<PAGE>
INDEX TO EXHIBITS AND SCHEDULES
<TABLE>
<C> <C> <S>
EXHIBITS:
Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges.
Exhibit 23.2 Consent of Deloitte & Touche LLP
Exhibit 23.3 Consent of Coopers & Lybrand L.L.P.
</TABLE>
<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
FISCAL YEAR
---------------------------------------
1997 1996 1995 1994 1993
------- ------- ------- ------- -------
(THOUSANDS OMITTED EXCEPT FOR RATIOS)
<S> <C> <C> <C> <C> <C>
Adjusted net earnings:
Net earnings.......................... $ 2,307 $ 1,517 $ 769 $ 94 $ 473
Income tax provision.................. 1,103 745 106 203 530
Interest expense...................... 13,020 14,406 15,260 15,405 15,784
Estimated interest component of rental
expense(c)........................... 1,790 2,105 2,263 2,214 2,099
Patronage Dividends................... 14,464 13,200 11,571 10,837 12,880
------- ------- ------- ------- -------
Adjusted net earnings(a)............. $32,684 $31,973 $29,969 $28,753 $31,766
======= ======= ======= ======= =======
Fixed Charges:
Gross rental expense.................. $17,050 $20,539 $21,051 $22,707 $23,326
Less, estimated rent component........ 15,260 18,434 18,788 20,493 21,227
------- ------- ------- ------- -------
Estimated interest component of rental
expense(c)........................... 1,790 2,105 2,263 2,214 2,099
Interest incurred..................... 13,020 14,406 15,260 15,405 15,784
------- ------- ------- ------- -------
Fixed charges(b)..................... $14,810 $16,511 $17,523 $17,619 $17,883
======= ======= ======= ======= =======
Ratio of Earnings to Fixed
Charges(a)/(b)........................ 2.21 1.94 1.71 1.63 1.78
======= ======= ======= ======= =======
</TABLE>
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(a)(b)(c) -- Cross Reference on page.
EXHIBIT 12.1
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 5 to Registration Statement No. 33-51457 of Certified Grocers of
California, Ltd. on Form S-2 of our report dated October 31, 1997, appearing
in the Annual Report on Form 10-K of Certified Grocers of California, Ltd. for
the year ended August 30, 1997 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of such Registration Statement.
DELOITTE & TOUCHE LLP
Los Angeles, California
December 30, 1997
Exhibit 23.2
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 5 to the Registration Statement on Form S-2 (File No. 33-51457)
of our report dated November 27, 1995, appearing on page 15 of the Annual
Report on Form 10-K, on our audit of the related consolidated statement of
earnings, shareholders' equity, and cash flow for the fiscal year ended
September 2, 1995. We also consent to the reference to our Firm under the
caption "Experts."
COOPERS & LYBRAND L.L.P.
Los Angeles, California
December 23, 1997
Exhibit 23.3
