As filed with the Securities and Exchange Commission on January 22, 2009
Registration No. 333-131414
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNIFIED GROCERS, INC.
(Exact name of registrant as specified in its charter)
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| California | | 5141 | | 95-0615250 |
(State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer Identification No.) |
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.
Executive Vice President, Secretary and General Counsel
Unified Grocers, Inc.
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 H. Mullan, Esquire
Sheppard, Mullin, Richter & Hampton LLP
333 South Hope Street
48th Floor
Los Angeles, California 90071
(213) 617-5475
TERMINATION OF REGISTRATION
On January 31, 2006, Unified Grocers, Inc., under its former name, Unified Western Grocers, Inc., filed this Registration Statement on Form S-1 (Registration No. 333-131414) (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”), pertaining to its Class A Common Stock, Class B Common Stock and Class E Common Stock.
The Registration Statement is no longer effective in accordance with Rule 415(a)(5) under the Securities Act of 1933, as amended (the “Act”). In accordance with the undertaking made by the undersigned in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering under such Registration Statement, the undersigned hereby removes and withdraws from registration under the Registration Statement all securities registered hereunder that remained unsold at the expiration of such Registration Statement. Such unsold securities have been transferred to a new Registration Statement on Form S-1 (Registration No. 333-156520), filed with the SEC on December 30, 2008.
SIGNATURES
Pursuant to the requirements of the Act, and in accordance with Rule 478 thereunder, the Registrant has duly caused this Post-Effective Amendment No. 5 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Commerce, State of California, on January 22, 2009.
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| UNIFIED GROCERS, INC. |
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| By | | /s/ ROBERT M. LING, JR. |
| | Robert M. Ling, Jr. Executive Vice President, Secretary and General Counsel |
