<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 24, 1998
REGISTRATION NO. 333-51931
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 2
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>
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5200 SHEILA STREET
COMMERCE, CALIFORNIA 90040
(323) 264-5200
(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.
5200 SHEILA STREET
COMMERCE, CALIFORNIA 90040
(323) 264-5200
(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]
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<PAGE>
PROSPECTUS
CERTIFIED GROCERS OF CALIFORNIA, LTD.
$47,780,989 PARTIALLY SUBORDINATED PATRONS' DEPOSIT ACCOUNTS
Certified Grocers of California, Ltd.
5200 Sheila Street
Commerce, California 90040
Price to the Public: $47,780,989
Proceeds to the Company: $47,780,989
. Offering of deposit accounts to existing and prospective customers of
the Company.
. The amount registered is intended to cover deposits which may be
required in the current year.
. There is no market for these deposit accounts.
The Company operates a grocery wholesale distribution business primarily on a
cooperative basis. Customers of the Company are termed patrons. Patrons are
generally required to maintain deposits with the Company in proportion to the
volume of purchases made from the Company. The deposits act as security for
amounts owed by the customer to the Company. When patrons terminate their
relationship with the Company, Certified returns the deposit account to the
patron after deducting any amounts the patron owes the Company. The requirement
to maintain deposits can be satisfied by holdings of Class B stock of the
Company.
PLACING FUNDS IN DEPOSIT ACCOUNTS INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
November 24, 1998
<PAGE>
BUSINESS DESCRIPTION
The Company was formed in California in 1922 and became a corporation in 1925.
Our primary business is the wholesale distribution of groceries to customers on
a cooperative basis. Customers are called patrons in this document. Patrons
meeting certain volume purchase standards are also required to become
shareholders of the Company.
INCORPORATION BY REFERENCE
The following documents are on file with the Commission and are incorporated by
reference into this Prospectus: (i) Annual Report on Form 10-K for the fiscal
year ended August 29, 1998, and (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. You may request a copy of these filings at no
cost, by contacting the Company, either in writing or by telephone at the
following address: Office of General Counsel, Certified Grocers of California,
Ltd., 5200 Sheila Street, Commerce, California 90040, (323) 264-5200.
AVAILABLE INFORMATION
The Company has certain obligations pursuant to the Securities Exchange Act of
1934 to file documents which provide updated information with the Securities
and Exchange Commission ("Commission"). Therefore, the Company files reports,
proxy statements and other information with the Commission. You can obtain
copies of such materials from the Public Reference Section of the Commission,
Washington, D.C. 20549, for a charge set by the Commission. In addition, you
can inspect and copy these documents at 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 can also be obtained at the
Securities and Exchange website at http://www.sec.gov.
ADDITIONAL INFORMATION
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, you should refer to that registration statement,
including its exhibits. You may obtain copies of the registration statement and
exhibits from the principal office of the Commission in Washington, D.C. once
you pay the fee which the Commission requires. This prospectus is accompanied
by a copy of Certified's latest annual report to patrons.
2
<PAGE>
RISK FACTORS
The following subheadings describe characteristics of the deposit accounts
which involve risks of the investment.
SUBORDINATION
The amount of your required deposit will be subordinated to Senior
Indebtedness. Senior Indebtedness includes borrowings from banks and insurance
companies. Subordination means that in certain events the Senior Indebtedness
must be repaid in full before the deposit accounts can be repaid to the patron.
These events include insolvency, bankruptcy and default on the indebtedness. As
a patron, you will be required to sign documents agreeing to this
subordination. The Company's principal amount of Senior Indebtedness
outstanding at November 11, 1998, totaled approximately $141 million. There is
no limit in your deposit subordination agreement on the amount of additional
Senior Indebtedness of the Company. See "DESCRIPTION OF DEPOSIT ACCOUNTS --
Subordination."
UNSECURED OBLIGATIONS
Your investment in a deposit account will not be secured by any lien upon any
assets of the Company.
NONTRANSFERABILITY
You must have the Company's permission to transfer your ownership of a deposit
account to someone else. The Company will generally not agree to let you do
this. If you do not pay the Company and its subsidiaries the amounts you owe,
the Company may take your deposit account balance as necessary to pay those
obligations.
INTEREST
The minimum required amount of the deposit accounts does not bear interest. See
"DESCRIPTION OF DEPOSIT ACCOUNTS -- Interest."
REPAYMENT
You may request that any amount you have in a deposit account in excess of the
minimum required amount be returned to you if you have paid your obligations to
the Company and its subsidiaries in a timely manner. If you ever cease being a
patron, then you may get back the full amount in your deposit account once the
Company deducts all obligations you owe it and its subsidiaries. The Company's
ability to repay your deposit account is subject to its obligations under
subordination provisions of the deposit accounts. See "Description of Deposit
Accounts--Repayment."
VOLUME LOSSES
The Company experienced reductions in sales volume from fiscal 1991 levels
totaling approximately $1 billion between fiscal years 1992 and 1998. During
this period, certain of the Company's large member-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.
3
<PAGE>
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 6% and 31%, respectively, of
net sales in fiscal 1998.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
FISCAL YEAR
-----------------------------
1998 1997 1996 1995 1994
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges(1)............. 2.22x 2.21x 1.94x 1.71x 1.49x
</TABLE>
- ---------------------
(1) Earnings used in computing the ratio of earnings to fixed charges consist
of earnings before patronage dividends, provision (benefit) for income
taxes, extraordinary item in 1998 of $1.08 million, 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 principal 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
5
<PAGE>
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 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
6
<PAGE>
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. The outstanding principal amount of Senior Indebtedness to which the
required deposits of patrons is subordinated aggregated approximately
$141 million as of November 11, 1998.
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.
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 7.75% 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 Union Bank 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.
7
<PAGE>
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.
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.
8
<PAGE>
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 29, 1998 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.
9
<PAGE>
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION WITH RESPECT TO DEPOSIT
ACCOUNTS THAT IS NOT CONTAINED OR REFERRED TO IN THIS PROSPECTUS. THIS DOCUMENT
DEALS ONLY WITH THE SALE OF THE DEPOSIT ACCOUNTS AND ONLY IN PLACES WHERE IT IS
LEGAL TO DO SO. INFORMATION ABOUT THE COMPANY MAY CHANGE SUBSEQUENT TO THE DATE
OF THIS DOCUMENT.
--------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Business Description....................................................... 2
Incorporation By Reference................................................. 2
Available Information...................................................... 2
Additional Information..................................................... 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.................................................................... 9
</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 23.1 Consent of Deloitte & Touche LLP.
</TABLE>
S-1
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual and corporation whose
signature appears below constitutes and appoints Alfred A. Plamann, Richard J.
Martin and Randall G. Scoville, and each of them singly, as his, her or its
true and lawful attorneys-in-fact and agents with full power of substitution,
for him, her or it and in his, her or its name, place and stead, in the
capacities listed below, to sign any and all amendments (including any and all
pre-effective and post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and all documents therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them singly, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he, she or it
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them singly, or his or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Post-Effective Amendment No. 2 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 November 24, 1998.
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
--------- ----- ----
<C> <S> <C>
/s/ Alfred A. Plamann President and Chief November 24, 1998
___________________________________________ Executive Officer
Alfred A. Plamann
/s/ Richard J. Martin Senior Vice President-- November 24, 1998
___________________________________________ Finance and
Richard J. Martin Administration
and Chief Financial
Officer
/s/ Randall G. Scoville Vice President-- November 24, 1998
___________________________________________ Accounting
Randall G. Scoville and Chief Accounting
Officer
/s/ Louis A. Amen Director November 24, 1998
___________________________________________
Louis A. Amen
(Chairman of the Board)
</TABLE>
S-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ John Berberian Director November 24, 1998
___________________________________________
John Berberian
/s/ Edmund K. Davis Director November 24, 1998
___________________________________________
Edmund K. Davis
/s/ Harley J. Delano Director November 24, 1998
___________________________________________
Harley J. Delano
/s/ Darioush Khaledi Director November 24, 1998
___________________________________________
Darioush Khaledi
/s/ Mark Kidd Director November 24, 1998
___________________________________________
Mark Kidd
/s/ Willard R. "Bill" MacAloney Director November 24, 1998
___________________________________________
Willard R. "Bill" MacAloney
/s/ Jay McCormack Director November 24, 1998
___________________________________________
Jay McCormack
/s/ Morrie Notrica Director November 24, 1998
___________________________________________
Morrie Notrica
/s/ Michael Provenzano Director November 24, 1998
___________________________________________
Michael Provenzano
/s/ Edward J. Quijada Director November 24, 1998
___________________________________________
Edward J. Quijada
/s/ Gail Gerrard Rice Director November 24, 1998
___________________________________________
Gail Gerrard Rice
/s/ Mimi R. Song Director November 24, 1998
___________________________________________
Mimi R. Song
/s/ James R. Stump Director November 24, 1998
___________________________________________
James R. Stump
/s/ Kenneth Young Director November 24, 1998
___________________________________________
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 23.1 Consent of Deloitte & Touche LLP
</TABLE>
<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
FISCAL YEAR
---------------------------------------
1998 1997 1996 1995 1994
------- ------- ------- ------- -------
(THOUSANDS OMITTED EXCEPT FOR RATIOS)
<S> <C> <C> <C> <C> <C>
Adjusted net earnings:
Net earnings......................... $ 3,389 $ 2,307 $ 1,517 $ 769 $ 94
Income tax provision................. 2,515 1,103 745 106 203
Interest expense..................... 12,320 13,020 14,406 15,260 15,405
Estimated interest component of
rental expense...................... 1,705 1,790 2,105 2,263 2,214
Patronage Dividends.................. 10,149 14,464 13,200 11,571 10,837
Extraordinary item, net of income
taxes............................... 1,079
Cumulative effect of accounting
change.............................. (2,500)
------- ------- ------- ------- -------
Adjusted net earnings(1)............ $31,157 $32,684 $31,973 $29,969 $26,253
======= ======= ======= ======= =======
Fixed Charges:
Gross rental expense................. $16,241 $17,050 $20,539 $21,051 $22,707
Less, estimated rent component....... 14,536 15,260 18,434 18,788 20,493
------- ------- ------- ------- -------
Estimated interest component of
rental expense(1)................... 1,705 1,790 2,105 2,263 2,214
Interest incurred.................... 12,320 13,020 14,406 15,260 15,405
------- ------- ------- ------- -------
Fixed charges(1).................... $14,025 $14,810 $16,511 $17,523 $17,619
======= ======= ======= ======= =======
Ratio of Earnings to Fixed Charges.... 2.22 2.21 1.94 1.71 1.49
======= ======= ======= ======= =======
</TABLE>
- ---------------------
(1) Earnings used in computing the ratio of earnings to fixed charges consist
of earnings before patronage dividends, provision (benefit) for income
taxes, extraordinary item in 1998 of $1.08 million, 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.
EXHIBIT 12.1
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 2 to Registration Statement No. 333-51931 of Certified Grocers of
California, Ltd. on Form S-2 of our report dated October 30, 1998, appearing
in the Annual Report on Form 10-K of Certified Grocers of California, Ltd. for
the year ended August 29, 1998, 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
November 24, 1998
Exhibit 23.1
