<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD.
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Preliminary Proxy Statement
[_]Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CERTIFIED GROCERS OF CALIFORNIA, LTD.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(s) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_]Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Notes:
<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD.
STATEMENT REGARDING ADVISORY BALLOT
The enclosed Advisory Ballot is solicited by the Nominating Committee of the
Board of Directors of Certified Grocers of California, Ltd. (the "Company").
This Statement, and the enclosed Advisory Ballot and Candidates' Statements,
will be first mailed to shareholders on or about November 24, 1998. The
address of the principal executive office of the Company is 5200 Sheila
Street, Commerce, California 90040.
FUNCTION AND PURPOSE OF THE ADVISORY BALLOT
At the Company's Annual Meeting of Shareholders, presently scheduled for
February 23, 1999, 15 members of the Company's Board of Directors will be
elected. Twelve directors will be elected by the holders of the Company's
Class A Shares and three directors will be elected by the holders of the
Company's Class B Shares.
In connection with the Annual Meeting, the Board of Directors will solicit
proxies. However, the enclosed Advisory Ballot is not a proxy, and at this
time WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
Pursuant to the Company's Bylaws, the Board of Directors annually appoints a
Nominating Committee to select the 15 persons who will be nominated by the
Board of Directors for election by the shareholders to the Board of Directors.
The enclosed Advisory Ballot is being solicited by the Nominating Committee
from the holders of the Company's Class A Shares to assist the Nominating
Committee in selecting the 12 persons who will be submitted as nominees for
election as directors by the holders of Class A Shares. This Advisory Ballot
is not being used by the Nominating Committee in connection with its selection
of the three persons who will be submitted as nominees for election as
directors by the holders of the Company's Class B Shares.
The Advisory Ballot contains the names of 18 persons, 10 of whom are
incumbent directors and three of whom have been designated as representing
Northern California shareholders. Of the three representing Northern
California shareholders, the Nominating Committee will nominate for election
at least two of these persons whether or not they are among the 12 persons
receiving the highest number of votes on the Advisory Ballot. The two to be
nominated will be those receiving the highest number of votes from among the
three persons designated in the Advisory Ballot as representing Northern
California shareholders. With this exception, it is the policy of the
Nominating Committee to abide by the results of the vote on the Advisory
Ballot and to select as nominees for election to the Board of Directors the
persons receiving the highest number of votes up to the number of persons to
be nominated. However, such results are advisory only and are not binding on
the Nominating Committee. The Nominating Committee may in its discretion
disregard the results, in whole or in part, in making its selection of
nominees.
Each year the Nominating Committee considers the recommendations of
shareholders concerning persons to be included in the Advisory Ballot, and
concerning persons to be nominated for election by the holders of the
Company's Class B Shares. The Company's Bylaws require that a director be
either an employee of the Company, a shareholder, or that the director be a
member of a partnership which is a shareholder, or an employee of a
corporation which is a shareholder. Persons recommended to the Nominating
Committee can be considered only if they satisfy these requirements. All
recommendations must be in writing and must be submitted to the Nominating
Committee on or before October 20 of each year. Recommendations should be
submitted to the Nominating Committee at the address of the Company's
principal executive office set forth above.
1
<PAGE>
ADVISORY BALLOT VOTING RIGHTS AND SOLICITATION
As of November 9, 1998, the Company had outstanding 46,900 Class A Shares
held 100 shares each by 469 shareholders. If you were the holder of record of
Class A Shares on that date, you may vote on the enclosed Advisory Ballot. Set
forth below are the persons named in the Advisory Ballot, all of whom have
consented to being named in the Advisory Ballot. Incumbent directors are
denoted by an asterisk and persons designated as representing Northern
California shareholders are denoted by the parenthetical letter "N".
<TABLE>
<S> <C>
Louis A. Amen* Jay McCormack*
Bill Andronico (N) Hossein Moalej
Lewis Arlington Morrie Notrica*
Benjamin Bequer Michael A. Provenzano*
John Berberian* Edward J. Quijada*
Thomas Michael Daniels (N) Gail Gerrard Rice*
Edmund Kevin Davis* John Spencer
David Goodwin James R. Stump*
Mark Kidd* (N)
Richard London
</TABLE>
In voting on the Advisory Ballot, you are entitled to cast one vote each for
up to 12 of the persons named in the Advisory Ballot. While you may vote for
fewer than 12 of the persons named in the Advisory Ballot, if you vote for
more than 12 of the persons named, your Advisory Ballot will be invalidated.
In addition, if you cast more than one vote for any person named in the
Advisory Ballot, only one vote will be counted for that person and the
additional votes will be disregarded.
The return envelope accompanying the enclosed Advisory Ballot is marked with
a control number. THE ADVISORY BALLOT WILL NOT BE VALID UNLESS IT IS RETURNED
IN THE ENVELOPE PROVIDED AND THE CONTROL NUMBER IS LEGIBLE. TO BE VALID, THE
ADVISORY BALLOT MUST BE RECEIVED ON OR BEFORE DECEMBER 11, 1998.
The Company's independent accountants, Deloitte & Touche LLP, will tabulate
the vote on the Advisory Ballot.
The cost of soliciting the Advisory Ballots, consisting of the preparation,
printing, handling and mailing of this Statement and its related material, and
the tabulation of the Advisory Ballots, will be paid by the Company.
PRINCIPAL STOCKHOLDERS
As of November 9, 1998, no person is known by the Company to own
beneficially more than five percent (5%) of the outstanding Class A Shares of
the Company, and the only shareholder known by the Company to own beneficially
more than 5% of the outstanding Class B Shares of the Company is as set forth
in the table below.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT OF % OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
-------------- ------------------- --------- -----
<S> <C> <C> <C>
Class B................................. Fred Meyer, Inc.(1) 39,774 10.46
3800 SE 22nd Ave.
Portland, OR 97202
</TABLE>
- --------
(1) Shares are held of record by various entities which are each directly or
indirectly wholly-owned by Fred Meyer, Inc.
2
<PAGE>
SECURITY OWNERSHIP AND OTHER INFORMATION CONCERNING
MANAGEMENT AND PERSONS NAMED IN THE ADVISORY BALLOT
The following table sets forth the beneficial ownership of the Company's
Class A Shares and Class B Shares, as of November 9, 1998, by each director or
his or her affiliated company, by each person or his or her affiliated company
named in the Advisory Ballot who is not a director, and by all directors and
such persons as a group. No officer of the Company owns shares of any class of
the Company's stock.
<TABLE>
<CAPTION>
SHARES OWNED
-------------------------------------
CLASS A SHARES CLASS B SHARES
------------------ ------------------
NAME OF DIRECTOR AND RELATED MEMBER- NO. % OF TOTAL NO. % OF TOTAL
PATRON SHARES OUTSTANDING SHARES OUTSTANDING
------------------------------------ ------ ----------- ------ -----------
<S> <C> <C> <C> <C>
Louis A. Amen............................ 100 0.21% 9,509 2.50%
Super A Foods, Inc.
Bill Andronico........................... 100 0.21% 4,536 1.19%
Andronico's Markets
Lewis S. Arlington....................... 100 0.21% 377 0.10%
Grocers West/McCowans Market
Benjamin Bequer.......................... 100 0.21% 301 0.08%
Fiesta Mexicana Market, L.L.P.
John Berberian........................... 100 0.21% 7,615 2.00%
Berberian Enterprises, Inc.
Thomas M. Daniels........................ 100 0.21% 5,357 1.41%
PW Supermarkets, Inc.
Edmund Kevin Davis....................... 100 0.21% 485 0.13%
Bristol Farms Markets
Harley J. DeLano......................... 100 0.21% 39,774 10.46%
Cala Foods, Inc., Division of Ralphs
Grocery Company(1)(2)
David M. Goodwin......................... 100 0.21% 1,286 0.34%
Goodwin & Sons, Inc.
Darioush Khaledi......................... 100 0.21% 16,691 4.39%
K.V. Mart Co.(1)
Mark Kidd................................ 100 0.21% 1,950 0.51%
Mar-Val Food Stores, Inc.
Richard London........................... 100 0.21% 2,342 0.62%
Major Market, Inc.
Willard R. "Bill" MacAloney.............. 100 0.21% 2,933 0.77%
Mac-Ber, Inc.(4)
Jay McCormack............................ 100 0.21% 1,556 0.41%
Alamo Market(3)
Hossein Moalej........................... 100 0.21% 1,427 0.38%
Hope Mart, Inc.
Morrie Notrica........................... 100 0.21% 9,520 2.50%
Joe Notrica, Inc.
Michael A. Provenzano.................... 100 0.21% 1,272 0.33%
Pro & Sons, Inc.
Edward J. Quijada........................ 100 0.21% 2,467 0.65%
Tresierras Bros. Corp.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OWNED
--------------------------------------
CLASS A SHARES CLASS B SHARES
------------------ -------------------
NO. % OF TOTAL NO. % OF TOTAL
NAME OF DIRECTOR AND MEMBER-PATRON SHARES OUTSTANDING SHARES OUTSTANDING
---------------------------------- ------ ----------- ------- -----------
<S> <C> <C> <C> <C>
Gail Gerrard Rice...................... 100 0.21% 1,414 0.37%
Gerrards Markets
Mimi R. Song........................... 100 0.21% 18,277 4.81%
Super Center Concepts, Inc.(1)
John M. Spencer........................ 100 0.21% 72 0.02%
Spencer's Fresh Markets
James R. Stump......................... 100 0.21% 2,131 0.56%
Stump's Market, Inc.
Kenneth Young.......................... 100 0.21% 3,015 0.79%
Jack Young's Supermarkets(4)(5)
All Directors and others persons named
in the Advisory Ballot as a group..... 2,300 4.90% 134,307 35.33%
===== ==== ======= =====
</TABLE>
- --------
(1) Elected by holders of Class B Shares.
(2) These shares are owned by Fred Meyer, Inc. and its affiliates.
(3) Mr. McCormack also is affiliated with Glen Avon Food, Inc. which owns 100
Class A Shares and 395 Class B Shares (0.10% of the outstanding Class B
Shares) and Yucaipa Trading Co., Inc. which owns 100 Class A Shares and
429 Class B Shares (0.11% of the outstanding Class B Shares).
(4) Current director not standing for re-election.
(5) Mr. Young also is affiliated with Bakersfield Food City, Inc. dba Young's
Markets, which owns 100 Class A Shares and 355 Class B Shares (0.09% of
the outstanding Class B Shares).
4
<PAGE>
The following table sets forth certain information with respect to the
present directors of the Company and those persons named in the Advisory Ballot
who are not directors of the Company.
<TABLE>
<CAPTION>
YEAR
AGE AT FIRST
NAME 12/31/98 ELECTED PRINCIPAL OCCUPATION
---- -------- ------- --------------------
CURRENT DIRECTORS
<C> <C> <C> <S>
Louis A. Amen................... 69 1974 President, Super A Foods,
Inc.
(Chairman of the Board)
John Berberian.................. 47 1991 President, Berberian
Enterprises, Inc.,
operating Jons Markets
Edmund Kevin Davis.............. 45 1998 Chairman, President and
Chief Executive Officer,
Bristol Farms Markets
Harley J. DeLano(1)............. 61 1995 President, Cala Foods, Inc.,
Division of Ralphs Grocery
Company
Darioush Khaledi(1)............. 52 1993 Chairman of the Board and
Chief Executive Officer,
K.V. Mart Co., operating
Top Value Markets and Value
Plus Food Warehouse
Mark Kidd....................... 48 1992 President, Mar-Val Food
Stores, Inc.
Willard R. "Bill" MacAloney(2).. 63 1981 President and Chief
Executive Officer, Mac-Ber,
Inc.
Jay McCormack................... 48 1993 Owner-Operator, Alamo
Market; Co-Owner, Glen Avon
Apple Market
Morrie Notrica.................. 69 1988 President and Chief
Operating Officer, Joe
Notrica, Inc.
Michael A. Provenzano........... 56 1986 President, Pro & Son's,
Inc.; President, Provo
Inc.; and President, Pro
and Family Inc.
Edward J. Quijada............... 51 1998 Executive Vice President,
Tresierras Bros. Corp.,
operating Tressieras
Markets
Gail Gerrard Rice............... 50 1997 Vice President, Gerrards
Markets
Mimi R. Song(1)................. 41 1998 President and Chief
Executive Officer, Super
Center Concepts, Inc.
James R. Stump.................. 60 1982 President, Stump's Market,
Inc.
Kenneth Young(2)................ 54 1994 Vice President, Jack Young's
Supermarkets; Vice
President, Bakersfield Food
City, Inc., dba Young's
Markets
<CAPTION>
OTHER PERSONS NAMED IN THE
ADVISORY BALLOT
<C> <C> <C> <S>
Bill Andronico.................. 41 -- President, Andronico's
Markets
Lewis S. Arlington.............. 40 -- Store Owner, Grocers
West/McCowans Market
Benjamin Bequer................. 26 -- Partner, Fiesta Mexicana
Market, L.L.P., operating
Fiesta Mexicana Markets
Thomas M. Daniels............... 53 -- Vice President
Operations/Marketing, PW
Supermarkets, Inc.
David M. Goodwin................ 48 -- President, Goodwin & Sons,
Inc.
Richard London.................. 63 -- President & Chief Executive
Officer, Major Market, Inc.
Hossein Moalej.................. 60 -- Chairman & Chief Executive
Officer, Hope Mart, Inc.
dba Best Value Grocery
Warehouse
John M. Spencer................. 43 -- President, Spencer's Fresh
Markets
</TABLE>
- --------
(1) Elected by holders of Class B Shares
(2) Current directors not standing for re-election
5
<PAGE>
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of eight meetings during
the fiscal year ended August 29, 1998. Each incumbent director who was in
office during such year attended more than 75% of the aggregate of the total
number of meetings of the Board and the total number of meetings held by those
committees of the Board on which they served.
The Company has an Audit Committee which presently consists of director
Kenneth Young, Committee Chairman, and directors Darioush Khaledi, Jay
McCormack and Gail Gerrard Rice. Louis A. Amen, Chairman of the Board of
Directors, is an ex-officio member of the Committee. This Committee, which met
four times during the Company's last fiscal year, is primarily responsible for
approving and reviewing the services performed by the Company's independent
auditors, reviewing the annual audit, and reviewing the Company's accounting
practices and system of internal accounting controls.
The Company has an Executive Compensation Committee which presently consists
of director Darioush Khaledi, Committee Chairman, and directors Mark Kidd,
Willard R. "Bill" MacAloney, Morrie Notrica and James R. Stump. Louis A. Amen,
Chairman of the Board of Directors, is an ex-officio member of this Committee.
This Committee, which met seven times during the Company's last fiscal year,
is responsible for reviewing salaries and other compensation arrangements of
all officers and for making recommendations to the Board of Directors
concerning such matters.
The Company has a Nominating Committee which presently consists of director
Morrie Notrica, Committee Chairman, and directors John Berberian, Mark Kidd,
Jay McCormack, Gail Gerrard Rice and James R. Stump. Louis A. Amen, Chairman
of the Board of Directors, and Alfred A. Plamann, President and CEO, are ex-
officio members of this Committee. This Committee, which met three times
during the Company's last fiscal year, is responsible for selecting nominees
to be submitted by the Board of Directors to the shareholders for election to
the Board of Directors.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted under the caption "Board Meetings and Committees", the Company's
Executive Compensation Committee presently consists of directors Darioush
Khaledi, Mark Kidd, Willard R. "Bill" MacAloney, Morrie Notrica and James R.
Stump, as well as ex-officio member and Chairman of the Board, Louis A. Amen.
As Chairman of the Board, Mr. Amen is an officer under the Bylaws of the
Company, although he is not an employee and does not receive any compensation
or expense reimbursement beyond that to which other directors are entitled.
The Company's President and Chief Executive Officer, Alfred A. Plamann, is a
member of the Board of Directors of K.V. Mart Co., of which Committee member
and director Darioush Khaledi is Chairman and Chief Executive Officer.
In the course of its business, the Company has made loans and loan
guaranties, and has entered into lease guarantees and subleases, involving its
patrons. Refer to "Transactions With Management and Persons Named In The
Advisory Ballot" on page 12 for a description of transactions the Company has
entered into with certain patrons with which members of the Executive
Compensation Committee are affiliated.
REPORT OF EXECUTIVE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The principal components of the Company's executive compensation program
consist of annual salary, an annual cash bonus the payment of which is
dependent upon the Company performance during the preceding fiscal year, and
certain pension, retirement and life insurance benefits.
6
<PAGE>
SALARY
The Committee is responsible for the review of salary recommendations made
by the CEO for each officer, in closed session and without management
personnel other than the CEO being present. This process is subjective and
centers on the Committee's consideration of the CEO's evaluation of individual
officers based on various subjective criteria. The criteria includes the CEO's
perception of officer performance against individual officer responsibilities
and goals, the relative value and importance of individual officer
contribution toward organizational success, relative levels of officer
responsibilities, changes in the scope of officer responsibilities, and
officer accomplishments and contributions during the preceding fiscal year.
The Committee sets the CEO's salary based on its assessment of the CEO's
performance in light of the foregoing policies and considerations. The
Committee accepted the recommendation of the CEO that there be no increase in
officer salaries, including that of the CEO, for calendar year 1999. The
officer salary recommendation is one of several initiatives to be implemented
during fiscal year 1999 designed to improve the financial performance of the
Company.
ANNUAL BONUSES
In recognition of the relationship between Company performance and
enhancement of shareholder value, Company officers may be awarded annual cash
bonuses. For Company officers other than the CEO, bonuses for fiscal year 1998
are awarded pursuant to an annual executive incentive plan. The plan uses a
performance matrix to determine an earned incentive, expressed as a percent of
base salary. The performance measures are pre-patronage dividend income and
revenue growth. The earned incentive determined by these performance measures,
as may be adjusted at the discretion of the CEO, is awarded as a bonus. The
CEO may raise or lower the bonus, up to a maximum of twenty-five percent of
the earned incentive, based on individual contributions to the overall
performance of the Company.
The CEO's bonus is determined by the Committee's score of the Company
performance and CEO performance against specified criteria and performance
targets. The criteria and performance targets are established by the Board of
Directors at the beginning of the fiscal year. Company performance is
determined by the weighted average of certain objective criteria (pre-
patronage dividend income, capital adequacy and asset utilization), and scored
against specified performance targets. CEO performance is scored based on the
weighted average of certain subjective criteria (CEO leadership with the
Board, CEO leadership with senior management, CEO impact on industry and
community and performance of senior management as a team). The scores for
Company performance and CEO performance comprise sixty percent and forty
percent, respectively, of the overall CEO score. The CEO is eligible for a
maximum annual bonus of forty-eight percent of base salary.
Bonuses awarded to named executives other than the CEO are disclosed in the
Summary Compensation Table. The bonus to be awarded to the CEO will be
determined in December, 1998.
7
<PAGE>
BENEFITS
Consistent with the objective of attracting and retaining qualified
executives, the compensation program includes the provision of pension
benefits to Company employees, including officers, under the Company's defined
benefit pension plan, which is described in connection with the Pension Plan
Table. In addition, Company employees, including officers, may defer income
from their earnings through voluntary contributions to the Company's
Employees' Sheltered Savings Plan adopted pursuant to Section 401(k) of the
Internal Revenue Code and the Company's Employee's Excess Benefit Plan which
is a nonqualified plan. In the case of those officers who elect to defer
income under these plans, the Company makes additional contributions for their
benefit. The amount of these additional contributions made during fiscal year
1998 for the benefit of the CEO and other named executive officers is set
forth in the footnotes to the Summary Compensation Table. The Company also
provides additional retirement benefits to its officers pursuant to an
Executive Salary Protection Plan II, which is described in connection with the
Pension Plan Table.
Executive Compensation Committee
Members
Darioush Khaledi, Chairman
Louis A. Amen
Mark Kidd
Willard R. "Bill" MacAloney
Morrie Notrica
James R. Stump
8
<PAGE>
EXECUTIVE OFFICER COMPENSATION
The following table sets forth information respecting the compensation paid
during the Company's last three fiscal years to the President and Chief
Executive Officer (CEO) and to certain other executive officers of the
Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
--------------
FISCAL SALARY BONUS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ($) ($) COMPENSATIONS ($)
- --------------------------- ------ ------- ------- -----------------
<S> <C> <C> <C> <C>
Alfred A. Plamann.................... 1998 408,267 (6) $34,319(1)
President and CEO 1997 383,750 168,000 31,919
1996 352,500 100,000 27,895
Charles J. Pilliter.................. 1998 207,000 31,500 16,797(2)
Senior Vice President and President
Northern California 1997 195,000 49,500 15,733
1996 183,000 46,500 14,459
Robert M. Ling, Jr................... 1998 199,750 39,100 15,467(3)
Senior Vice President 1997 184,000 37,400 5,466
General Counsel and Secretary 1996 65,962 35,000
Corwin J. Karaffa.................... 1998 170,250 20,760 13,212(4)
Vice President Distribution 1997 159,750 32,400 11,083
1996 151,000 30,600 6,458
George D. Gardner.................... 1998 152,000 18,840 11,860(5)
Vice President Non Foods and Spe-
cialty Products 1997 144,385 29,200 11,919
1996 128,769 27,269 1,508
</TABLE>
- --------
(1) Consists of a $14,204 Company contribution to the Company's Employees'
Sheltered Savings Plan, $16,705 Company contribution to the Company's
Employees' Excess Benefit Plan and Supplemental Deferred Compensation
Plan, and $3,410 representing the economic benefit associated with the
Company paid premium on the Executive Life Plan.
(2) Consists of a $8,488 Company contribution to the Company's Employees'
Sheltered Savings Plan, $7,368 Company contribution to the Company's
Employees' Excess Benefit Plan and Supplemental Deferred Compensation
Plan, and $941 representing the economic benefit associated with the
Company paid premium on the Executive Life Plan.
(3) Consists of a $12,554 Company contribution to the Company's Employees'
Sheltered Savings Plan, $2,672 Company contribution to the Company's
Employees' Excess Benefit Plan and Supplemental Deferred Compensation
Plan, and $241 representing the economic benefit associated with the
Company paid premium on the Executive Life Plan.
(4) Consists of a $11,500 Company contribution to the Company's Employees'
Sheltered Savings Plan, $1,198 Company contribution to the Company's
Employees' Excess Benefit Plan and Supplemental Deferred Compensation
Plan, and $518 representing the economic benefit associated with the
Company paid premium on the Executive Life Plan.
(5) Consists of a $9,854 Company contribution to the Company's Employees'
Sheltered Savings Plan, $1,754 Company contribution to the Company's
Employees' Excess Benefit Plan and Supplemental Deferred Compensation
Plan, and $252 representing the economic benefit associated with the
Company paid premium on the Executive Life Plan.
(6) Mr. Plamann's bonus is computed as described above in the Executive
Compensation Committee Report under the caption "Annual Bonuses." As of
the date of this Advisory Ballot Statement such bonus has not yet been
determined.
The Company has a defined benefit pension plan which covers its non-union
and executive employees. Benefits under this plan are based on formulas using
compensation and employee service periods and are subject to the appropriate
IRS tables and limitations. The Company's Executive Salary Protection Plan II
("ESPP II"), provides additional post-termination retirement income based upon
the participant's salary and years of service.
9
<PAGE>
The funding for this benefit is facilitated through the purchase of life
insurance policies, the premiums for which are paid by the Company.
The following table illustrates the estimated annual benefits under the
combined defined benefit plan and ESPP II plan. The amounts shown represent
annual compensation for qualifying executives with selected years of service
as if such executives had retired on August 29, 1998 at age sixty-five.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
-----------------------------------------------------
REMUNERATION 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 33 YEARS
------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$100,000.............. $ 25,978 $ 51,955 $ 67,933 $ 68,910 $ 69,888 $ 71,452
130,000.............. 33,819 67,594 88,391 89,688 90,985 93,060
160,000.............. 41,740 83,481 109,221 110,963 112,703 115,488
190,000.............. 49,240 98,481 126,190 130,463 132,203 134,988
220,000.............. 56,740 113,481 126,190 137,058 147,925 154,488
250,000.............. 64,240 115,323 126,190 137,058 147,925 165,313
300,000.............. 76,740 115,323 126,190 137,058 147,925 165,313
350,000.............. 89,240 115,323 126,190 137,058 147,925 165,313
400,000.............. 101,740 115,323 126,190 137,058 147,925 165,313
450,000.............. 104,455 115,323 126,190 137,058 147,925 165,313
</TABLE>
ESPP II is targeted to provide eligible executives with a retirement benefit
at age 62, including the defined benefit, of up to 65% of a participant's
final salary, based on formulas which include years of service and salary.
Executives become eligible for ESPP II after three years of service as an
executive officer of the Company. Upon eligibility, executives vest at a rate
of 5% per year (with all years of continuous service credited) up to a maximum
of 13 years. The ESPP II benefit is limited to an annual maximum amount
payable per year based on the year in which the executive retires. That amount
for persons retiring in 1998 is $93,888. This limitation is subject to
increase based on amounts approved by the Board of Directors. Payments under
ESPP II are discounted for executives who retire prior to age sixty-two. At
August 29, 1998, credited years of service for named officers are: Mr.
Plamann, 9 years; Mr. Pilliter, 22 years; Mr. Karaffa, 3 years; Mr. Ling, 2
years and Mr. Gardner, 3 years.
EXECUTIVE EMPLOYMENT, TERMINATION AND SEVERANCE AGREEMENTS
The Company is a party to an employment contract with Alfred A. Plamann, the
Company's President and Chief Executive Officer. The contract has a three year
term, presently expiring in February 2000. During the first five years, the
contract is renewed annually at the end of the first year for one additional
year unless notice is given prior to year end by either party of intent to
terminate. After the fifth year, such notice is to be given prior to the end
of the second year of the then existing term and unless given, the contract is
extended for one year. Under the contract, Mr. Plamann serves as the Company's
President and Chief Executive Officer and receives a base salary, currently
$415,000, subject to annual review and upward adjustment at the discretion of
the Board of Directors. Mr. Plamann is also eligible for annual bonuses, up to
a maximum of 48% of base salary, based on performance criteria established by
the board of directors at the beginning of each fiscal year. Additionally,
Mr. Plamann will receive employee benefits such as life insurance and Company
pension and retirement contributions.
The contract is terminable at any time by the Company, with or without
cause, and will also terminate upon Mr. Plamann's resignation, death or
disability. Except where termination is for cause or is due to Mr. Plamann's
resignation, death or disability, the contract provides that Mr. Plamann will
be entitled to receive his highest base salary during the previous three
years, plus an annual bonus equal to the average of the most recent three
annual bonus payments, throughout the balance of the term of the agreement.
Mr. Plamann would also continue to receive employee benefits such as life
insurance and Company pension and retirement contributions throughout the
balance of the term of the agreement.
10
<PAGE>
The Company has executed Severance Agreements with Senior Vice Presidents
Richard J. Martin, Robert M. Ling, Jr. and Charles J. Pilliter. The agreements
extend until June 9, 2002, June 9, 2002 and April 2, 2000, respectively, and
contain provisions for annual extensions subject to certain parameters. Among
other provisions, the agreements provide for the payment of one year's salary
plus bonus upon termination, as defined in the agreement.
DIRECTOR COMPENSATION
Each director receives a fee of $500 for each regular board meeting
attended, $200 for each committee meeting attended and $200 for attendance at
each board meeting of a subsidiary of the Company on which the director
serves. In addition, directors are reimbursed for Company related expenses.
CUMULATIVE TOTAL SHAREHOLDER RETURN
The following graph sets forth the five year cumulative total shareholder
return on the Company's common stock as compared to the cumulative total
return for the same period of the S&P 500 Index and Peer Issuers consisting of
Spartan Stores, Inc. and Roundy's, Inc. Like the Company, Spartan Stores and
Roundy's are retailer-owned wholesale grocery distributors. While Spartan
Stores pays a dividend on its stock, the Company and Roundy's do not. The
shares of the Company and the Peer Issuers are not traded on any exchange and
there is no established public market for such shares. The price of the
Company's shares during each of its fiscal years is the book value of such
shares as of the end of the prior fiscal year.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG CERTIFIED GROCERS, S&P 500 INDEX AND PEER GROUP**
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Measurement Period CERTIFIED S&P
(Fiscal Year Covered) GROCERS 500 INDEX Peer Group
- --------------------- --------- --------- ----------
<S> <C> <C> <C>
Measurement Pt- 8/27/93 100.0 100.0 100.0
FYE 1994 99.7 102.6 106.9
FYE 1995 101.4 121.2 116.0
FYE 1996 102.7 140.6 108.7
FYE 1997 107.2 194.0 113.8
FYE 1998 112.2 206.5 124.1
</TABLE>
* Total return assumes reinvestment of dividends
** Fiscal years ended September 3, 1994, September 2, 1995, August 31, 1996,
August 30, 1997 and August 29, 1998
11
<PAGE>
TRANSACTIONS WITH MANAGEMENT AND PERSONS
NAMED IN THE ADVISORY BALLOT
All directors of the Company and all persons named in the Advisory Ballot
who are not directors (or the firms with which such directors and persons are
affiliated) purchase groceries, related products and store equipment from the
Company or its subsidiaries in the ordinary course of business at prices and
on terms available to patrons generally.
As described below, the Company has made loans and loan guarantees and has
entered into lease guarantees and subleases with patrons with which certain
directors and other persons named in the Advisory Ballot who are not directors
are affiliated.
DIRECTORS
Loans and Loan Guarantees:
GCC had the following loans outstanding at August 29, 1998 to members
affiliated with directors of the Company:
<TABLE>
<CAPTION>
AGGREGATE LOAN
BALANCE AT MATURITY
DIRECTOR AUGUST 29, 1998 DATE
-------- --------------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Michael Provenzano................................. $246 2005
</TABLE>
At August 29, 1998, the principal balances of loans to members affiliated
with directors of the Company that were sold with recourse were as follows:
<TABLE>
<CAPTION>
AGGREGATE LOAN
BALANCES AT MATURITY
DIRECTOR AUGUST 29, 1998 DATES
-------- --------------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Darioush Khaledi................................... $1,597 1999
Michael A. Provenzano.............................. 1,096 2000-2004
Willard R. "Bill" MacAloney........................ 542 2002
Jay McCormack...................................... 335 1998-2001
Mark Kidd.......................................... 292 2003
John Berberian..................................... 255 1999-2000
James R. Stump..................................... 221 1999-2001
Edward J. Quijada.................................. 4 1999
</TABLE>
The Company has guaranteed certain third party loans to Super Center
Concepts, Inc., of which director Mimi R. Song is an affiliate. At August 29,
1998, the maximum principal amount of this guarantee was $3.8 million. GCC has
guaranteed 10% of the principal amount of certain third party loans to K.V.
Mart Co. of which director Darioush Khaledi is an affiliate. At August 29,
1998, the maximum principal amount of this guarantee was $590,000.
12
<PAGE>
Lease Guarantees and Subleases:
The Company has executed lease guarantees or subleases to members affiliated
with directors of the Company as follows:
<TABLE>
<CAPTION>
NO. OF TOTAL CURRENT EXPIRATION
DIRECTOR STORES ANNUAL RENT DATE(s)
-------- ------ ------------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Edmund K. Davis.............................. 1 $1,319 2009
Darioush Khaledi............................. 3 1,095 2004-2011
Willard R. "Bill" MacAloney.................. 3 385 2002-2012
Michael Provenzano........................... 2 351 2016-2017
Harley DeLano................................ 2 327 2009
Mark Kidd.................................... 1 121 2008
James R. Stump............................... 2 110 1998-2002
</TABLE>
Other Leases:
The Company leases its produce warehouse to Joe Notrica, Inc., with which
director Morrie Notrica is affiliated. The lease is for a term of five years
expiring in November 2003. Monthly rent during the term is $24,000.
Supply Agreements:
During the course of its business, the Company enters into supply agreements
with members of the Company. These agreements require the member to purchase
certain agreed amounts of its merchandise requirements from the Company and
obligate the Company to supply such merchandise under agreed terms and
conditions relating to such matters as pricing, delivery, discounts and
allowances. Members affiliated with directors Davis, DeLano, Khaledi, Kidd,
MacAloney, McCormack, Provenzano, and Song have entered into supply agreements
with the Company. These supply agreements vary in terms and length, and expire
at various dates through 2004, but are subject to earlier termination in
certain events.
Direct Investment:
GCC owns 10% of the common stock of K.V. Mart Co., of which Certified
director Darioush Khaledi is affiliated. The cost of the investment was
approximately $3 million. The stock purchase agreement contains certain
provisions which allow K.V. Mart Co. to repurchase the shares and GCC to
acquire additional shares upon the occurrence of certain events.
Other:
In August 1997, the Company entered into an agreement with Ralphs Grocery
Company ("Ralphs") providing for the dissolution of Golden Alliance
Distribution ("GAD"), a joint venture partnership previously formed for the
purpose of providing for the shared use of the Company's general merchandise
warehouse located in Fresno, California. The dissolution agreement provides
that certain amounts owed by Ralphs to the Company at August 30, 1997 will be
offset by future redemptions of excess Class B Shares held by Ralphs and its
affiliates. If redemptions of Class B Shares are insufficient to satisfy the
remaining obligation at December 31, 2000, Ralphs will satisfy the shortfall
with a cash payment.
The Company subleases a store in Riverside, California to Jax Apple Market,
Inc. ("Jax"), of which director Willard R. "Bill" MacAloney is a principal.
Monthly lease payments of $13,900 totaling $212,700 as of August 29, 1998 have
not been paid to the Company and are delinquent. Also, $189,000 in equipment
purchases for the Riverside store have not been paid and are past-due. Jax
disputes the aggregate amounts claimed due. The Company is in discussions with
Jax to collect the amounts owed to the Company.
13
<PAGE>
OTHER PERSONS NAMED IN THE ADVISORY BALLOT
Loans and Loan Guarantees:
At August 29, 1998, the principal balances of loans to members affiliated
with other persons named in the Advisory Ballot that were sold with recourse
were as follows.
<TABLE>
<CAPTION>
AGGREGATE LOAN
BALANCES AT MATURITY
OTHER PERSONS NAMED IN THE ADVISORY BALLOT AUGUST 29, 1998 DATES
------------------------------------------ --------------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Bill Andronico..................................... $2,211 1999-2002
Benjamin Bequer.................................... 350 2000-2003
Hossein Moalej..................................... 776 2002-2003
</TABLE>
Lease Guarantees and Subleases:
The Company has executed lease guarantees or subleases to members affiliated
with other persons named in the Advisory Ballot as follows:
<TABLE>
<CAPTION>
OTHER PERSONS NAMED IN THE ADVISORY NO. OF TOTAL CURRENT EXPIRATION
BALLOT STORES ANNUAL RENT DATE(s)
----------------------------------- ------ ------------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Bill Andronico..................... 2 $2,110 2004-2005(1)
Thomas M. Daniels.................. 5 1,356 1999-2017
Richard London..................... 2 783 1999-2010
</TABLE>
- --------
(1) The Walnut Creek, California store is scheduled to open in the spring of
2000. The Company has made a five-year floating guarantee for the first
fifteen years of the twenty-year term. The Walnut Creek store annual rent
is scheduled to be $992,000.
Supply Agreements:
During the course of its business, the Company enters into supply agreements
with members of the Company. These agreements require the member to purchase
certain agreed amounts of its merchandise requirements from the Company and
obligate the Company to supply such merchandise under agreed terms and
conditions relating to such matters as pricing, delivery, discounts and
allowances. Members affiliated with the following other persons named in the
Advisory Ballot have entered into supply agreements with the Company:
Andronico, Bequer, Daniels, London and Moalej. These supply agreements vary in
terms and length, and expire at various dates through 2004, but are subject to
earlier termination in certain events.
Since transactions of the foregoing type are only entered into with patrons
of the Company, it is not possible to assess whether transactions with
patrons, including patrons with which directors or other persons named in the
Advisory Ballot are affiliated, are less favorable to the Company than similar
transactions with unrelated third parties. However, management believes such
transactions are on terms which are consistent with terms available to other
patrons similarly situated.
On February 1, 1995, GCC made a loan of $69,000 to Corwin J. Karaffa, the
Company's Vice President-Distribution. The loan was for the purpose of
assisting Mr. Karaffa in acquiring a home in connection with his becoming
employed by the Company. The loan bore interest at 8% per annum and was
secured by a second deed of trust on the home. The loan had a term of eight
years, with interest only payable during the first five years. This loan was
repaid in December 1997.
14
<PAGE>
SHAREHOLDER PROPOSALS FOR NEXT YEAR'S ANNUAL MEETING
Under the present rules of the Securities and Exchange Commission (the
"Commission"), and in view of the presently anticipated date of the Company's
Proxy Statement for this year's Annual Meeting of Shareholders, the deadline
for shareholders to submit proposals to be considered for inclusion in the
Company's Proxy Statement for next year's Annual Meeting of Shareholders is
expected to be October 20, 1999. Such proposals may be included in next year's
Proxy Statement if they comply with certain rules and regulations promulgated
by the Commission. Such proposals should be submitted to the Corporate
Secretary of the Company at the address of the Company's principal executive
office shown on the first page of this Statement.
BY ORDER OF THE NOMINATING COMMITTEE OF
THE BOARD OF DIRECTORS
ROBERT M. LING, JR.,
Corporate Secretary
Dated: November 24, 1998
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K TO THE SECURITIES AND
EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED AUGUST 29, 1998, EXCLUDING
EXHIBITS, MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO THE CORPORATE SECRETARY
OF THE COMPANY AT THE ADDRESS OF THE COMPANY'S PRINCIPAL EXECUTIVE OFFICE
SHOWN ON THE FIRST PAGE OF THIS STATEMENT.
15
<PAGE>
APPENDIX A
ADVISORY BALLOT
MARK UP TO 12 NAMES, BUT NOT MORE THAN 12.
THE PARENTHETICAL LETTER "N" DESIGNATES REPRESENTATIVES FOR
NORTHERN CALIFORNIA SHAREHOLDERS.
<TABLE>
<S> <C>
[_] Louis A. Amen [_] Jay McCormack
(Incumbent) (Incumbent)
[_] Bill Andronico (N) [_] Hossein Moalej
[_] Lewis Arlington [_] Morrie Notrica
(Incumbent)
[_] Benjamin Bequer [_] Michael A. Provenzano
(Incumbent)
[_] John Berberian [_] Edward J. Quijada
(Incumbent) (Incumbent)
[_] Thomas M. Daniels (N) [_] Gail Gerrard Rice
(Incumbent)
[_] Edmund Kevin Davis [_] John Spencer
(Incumbent)
[_] David Goodwin [_] Jim Stump
(Incumbent)
[_] Mark Kidd (N)
(Incumbent)
[_] Richard London
</TABLE>
IMPORTANT!
This ballot is not a proxy. At this
time we are not asking you for a
proxy, and request that you not send
us a proxy.
This ballot is not valid unless
returned in the envelope provided.
It must be received by December 11,
1998.
<PAGE>
APPENDIX B
November 17, 1998
Fellow Certified Member:
I am soliciting your vote to continue as a member of the Certified Board of
Directors.
As the Executive Vice President of Tresierras Brothers Corporation (a.k.a.
Tresierras Markets), I have been instrumental in the company achieving its
operational and growth objectives. I bring to the Certified Board over a
quarter century of management and U.S. Navy experience. I am a Navy Supply
Corps Captain and have commanded four units in the Naval Reserve and have
recently been selected to command a fifth. I have an MBA from Loyola Marymount
University.
Certified must grow and get even stronger for its members to remain
competitive and profitable. Certified must be responsive and totally focused
on satisfying the needs of all its members. My unique background, education
and perspective of the small independent grocer bring a much needed dimension
to the Board.
After serving on the Board for the past three months, I am confident I will
make a difference in making Certified a stronger, more efficient and effective
organization. I firmly believe what we need on the Board are fresh ideas and
new ways of looking at problems and concerns. Finally, I am committed to
helping Certified grow because I feel this is necessary ensure the members
have an organization with the necessary strength to support them into the next
millennium.
I respectfully request you allow me continue to serve on the Board by giving
me your vote of confidence.
Very Truly Yours,
Edward J. Quijada
Executive Vice President
B-1
<PAGE>
McCowans Markets Telephone: 1-310-832-7581
Lew Arlington, Proprietor Fax: 1-310-832-2952
1932 South Walker Ave.
San Pedro, CA 90731
Fellow Independent Store Owners,
Please allow me to introduce myself. I am Lew Arlington, an independent
store owner with Certified Grocers. I am currently seeking the privilege of
representing you as a member of the Board of Directors with Certified Grocers
of California.
For more than fifteen of my twenty years plus experience in this industry I
was an integral member of a major grocery chain. In fact, I managed the number
one store in California with sales in excess of one million dollars per week.
During this time I was assigned to numerous company projects and made privy to
confidential marketing and pricing strategies as well as schooled in highly
competitive methods that my former company employed in the pursuit of their
success, and the detriment of their competitors.
As a board member I would be able to bring this knowledge and expertise to
bear not only in the decisions that have made my store extremely successful
during my tenure, but to decisions and recommendations that would benefit
Certified Grocers as a whole, and make each store more competitive in its own
market. Specifically, I propose to use my position to immediately strengthen
the collective buying power of the independents. This will lower the costs of
buying and operating for Certified as well as the independent market owners.
These lower costs obviously present two opportunities, the choice between
increased profits and increased market share through passing these savings to
our valued customers.
In addition, it would be my goal to identify and implement cost saving
procedures at Certified Grocers. I personally have first hand experience with
cost cutting procedures of a major chain that has gone through a major
reorganization. During the complete restructuring of this company, the primary
focus was on cost reduction at all levels. Ladies and gentlemen, I know where
we can save money right now at Certified Grocers. At every level there is
opportunity for an increase in positive cash flow through the use of proven
cost cutting measures employed by the major chains. Now is the time to seize
this opportunity and increase our viability and success in each one of our
local markets!
In order to accomplish all of this I need your support. I encourage you to
cast a vote for "Lew" Arlington on the Certified Grocers Board of Directors,
to pursue our long range goal of building a stronger Certified Grocers
Corporation that will improve the ability of the independent store owners to
compete with the major chains in each and every location.
Sincerely,
Lewis S. Arlington
McCowans Market
B-2
<PAGE>
JONS
MARKETPLACE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Corporate Offices: 5315 Santa Monica Boulevard, Los Angeles, California 90029
(213) 460-4646
FAX (213) 962-3002
JOHN BERBERIAN
Fellow Certified Member:
As you already know, I am campaigning for reelection to Certified's Board of
Directors. I began in the retail grocery industry in 1977 and have developed
my company into a successful twelve-store supermarket chain.
Over the past few years, I have made significant contributions toward
several positive modifications at Certified in response to your overwhelming
concerns. I am and will continue to be actively involved with Certified's
policies and programs that will benefit all of us as members to enable
ourselves to stay competitive during these difficult economic times. I believe
that with your support and my past experience as a Board member, we can help
keep Certified a strong wholesaler. Therefore, if you support a strong
Certified organization, then I respectfully request that you vote for my
reelection to the Board of Directors of Certified Grocers of California, Ltd.
Thank you,
Sincerely,
John Berberian
President
/sm
B-3
<PAGE>
DAVID M. GOODWIN
Goodwin & Son's Inc.
DBA
Goodwin's Market of Quality
San Bernardino County
Mr. Goodwin started his grocery career in 1960. His first job was sorting
beverage bottles for the family store in Crestline, California. Throughout the
years he learned the business from the ground up--from Boxboy to Clerk, to
Baker, Produce Director, Meat Cutter and High School Teacher. He has served as
the President and C.E.O. of Goodwin's Market since 1987.
Mr. Goodwin, in association with his market, developed the first Microsoft
Windows Application to be used at the Front End Registers in 1993. The
Microsoft "Retail" Program was the first system to be used as a Total Store
Solution by integrating both the Front End and the Back End Operations. This
Program is now being sold in more than twenty-five countries around the world.
Mr. Goodwin is concerned with the future and the success of the independent
grocer. He knows that the independent operators must continually be moving
forward to stay competitive. He believes that through new and innovating
buying strategies, we can lower the cost of goods at Certified, not only for
the large independent members but most importantly to the one and two store
members. He believes his insight into technology with strong teamwork and good
decision making will add to the overall mix of talented people that currently
serve on the Board of Directors.
Mr. Goodwin believes that he can assist Certified in developing a clear
vision for the future, through programs that will benefit the independent
operators (for example: Targeting Customer Loyalty, Frequent Shopper Programs,
and Electronic Coupons, Etc.). Serving on the Board is a big responsibility,
but Mr. Goodwin comes with over 38 years of extensive hands on experience,
from a very successful operation.
Mr. Goodwin appreciates your vote and support. He welcomes your comments at:
Phone: (909) 338-1705 Extension 16
Fax: (909) 338-8166
E-Mail: G S [email protected]
B-4
<PAGE>
JONS
MARKETPLACE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Corporate Offices: 5315 Santa Monica Boulevard, Los Angeles, California 90029
(213) 460-4646
FAX (213) 962-3002
JOHN BERBERIAN
Fellow Certified Member:
I am currently a member of Certified's Board of Directors where I serve on
the Nominating and Finance Committees. I also serve as a member of the Board
of Grocers General Merchandise Company, one of Certified's subsidiaries.
I am the owner and president of Jons Marketplace, which operates 12
successful stores. Because it is a family-owned chain, I have acquired
experience in all phases of retail operation.
Since my first store was opened in 1977, I have been an active member of
Certified and have worked closely with them. As Jons Marketplace grew to 12
stores, I have learned how valuable Certified is to its members and am
sensitive to the many problems facing independents today.
I believe that my past experience as a Certified Board member will enable me
to make a positive contribution to the Board. If reelected to the Board, I
promise to continue to help maintain Certified as a strong wholesaler,
especially during these challenging economic times. I feel that with a strong
organization we will be able to effectively compete in this market.
If you concur that Certified has the potential to be a stronger
organization, then I solicit you to support me for election to the Board of
Directors of Certified Grocers of California, Ltd.
Sincerely,
John Berberian
President
B-5
