AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 24, 1998
REGISTRATION NO. 33-38152
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 11
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)
CALIFORNIA 95-0615250
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OR ORGANIZATION)
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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)
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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
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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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PROSPECTUS
CERTIFIED GROCERS OF CALIFORNIA, LTD.
18,700 CLASS A SHARES
112,977 CLASS B SHARES
Certified Grocers of California, Ltd.
5200 Sheila Street
Commerce, California 90040
TOTAL TO
SHARES PRICE COMPANY
------ ----- --------
18,700 Class A $183.47 per/share $ 3,430,889
112,977 Class B $183.47 per/share $20,727,890
. Shares can be acquired only by member-patrons in accordance with the
Company's requirements.
. The total Proceeds to Company is based on an estimate of shares which
may be sold over time to members in accordance with the purchase
requirement policies of the Company. There is no assurance all shares
will be sold.
. There is no market for the Company's shares. The Company's obligation to
redeem shares is restricted.
. Price is the book value at the prior fiscal year end.
The Company operates a grocery wholesale distribution business primarily on a
cooperative basis. Customers that meet certain volume purchase requirements are
required to purchase shares in the Company. These customers are referred to as
member-patrons. Each member-patron is required to purchase 100 Class A shares.
Class B shares are required to be acquired over time in amounts determined by
the volume of business done by the member-patron with the Company.
ACQUIRING SHARES IN CERTIFIED INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 6.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
November 24, 1998
SUMMARY OF PROSPECTUS
The following is a brief summary of certain matters described more fully
elsewhere in this document. You should read this summary in connection with the
more detailed information contained elsewhere in this document. You should pay
special attention to the section of this document entitled "RISK FACTORS."
BUSINESS DESCRIPTION
Certified Grocers of California, Ltd. ("Certified" or the "Company") was formed
in California in 1922 and became a corporation in 1925. Certified distributes
groceries on a wholesale basis to customers on a cooperative basis. Customers
are called patrons in this document. Patrons meeting certain volume purchase
requirements are required to become shareholders of the Company.
AVAILABLE INFORMATION
The Company has certain obligations under 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 at 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.
INCORPORATION BY REFERENCE
The following documents are already 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 is 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.
2
BASIC FEATURES OF SHARE OFFERING
ELIGIBILITY TO HOLD SHARES: Membership in Certified is limited to persons and
entities meeting certain product purchase requirements. See "OFFERING OF CLASS
A SHARES AND CLASS B SHARES -- Eligibility to Hold Shares."
NEW MEMBER-PATRONS REQUIRED TO PURCHASE ONE HUNDRED CLASS A SHARES: The Company
requires new shareholders of the Company to purchase one hundred Class A
Shares. The price per share during the fiscal year ending August 28, 1999 will
be $183.47, which is the book value per share as of the close of the preceding
fiscal year. Thereafter, the price per share will be equal to the book value of
outstanding shares at the close of the fiscal year last ended prior to
admission to membership. See "OFFERING OF CLASS A SHARES AND CLASS B SHARES --
New Shareholders Required to Purchase One Hundred Class A Shares."
ISSUANCE OF CLASS B SHARES TO MEMBER-PATRONS: The Company requires each member-
patron of Certified to hold over time Class B Shares having combined Issuance
Values (as defined below) in an amount equal to the lesser of (a) the amount of
the member-patron's required deposit or (b) twice the member-patron's average
weekly purchases ("Class B Share Requirement"). For purposes of this
requirement, each Class B Share held by a member-patron is valued at the book
value of Certified's outstanding shares as of the close of the fiscal year last
ended prior to the issuance to the member-patron of such Class B Share
("Issuance Value"). The Board of Directors may increase or otherwise change the
Class B Share Requirement at its discretion.
Issuance of Class B Shares to shareholders in order to comply with this
requirement will generally be accomplished by one of the following
alternatives:
1. The Company will issue existing member-patrons Class B Shares as a part
of the patronage dividends paid to such member-patrons over a period of
five consecutive fiscal years, beginning with the second fiscal year
following admission as a member-patron, such that, following the patronage
dividend paid for the fifth year, such member-patron would hold Class B
Shares having combined Issuance Values equal to the member-patron's Class B
Share Requirement.
2. Alternatively, a shareholder may request during September of any year
that the Company issue to it as part of the next patronage dividend Class B
shares which would cause the shareholder to hold Class B shares with a
combined Issuance Value equal to that shareholder's Class B share
requirement. The Company may grant this request, in its sole discretion.
Once a shareholder makes such a request, the shareholder may not revoke the
request without the Company's consent.
RELATIONSHIP TO CASH DEPOSITS: Patrons are generally required to maintain cash
deposits with Certified. The deposits serve as security for the patron's
contractual obligations to Certified. They are based on the amount of the
patron's purchases from certain divisions of Certified. A portion of these
deposits is subordinated to certain indebtedness of Certified. Presently, as
Class B Shares are issued, each member-patron receives credit against its
required deposit based upon the combined Issuance Values of such member's Class
B Shares. To the extent a member-patron's deposit exceeds the required amount,
Certified will return the excess upon request. See "OFFERING OF CLASS A SHARES
AND CLASS B SHARES -- Issuance of Class B Shares to Member-Patrons."
3
DESCRIPTION OF SHARES OFFERED
The rights, preferences, privileges and restrictions of the Class A Shares and
Class B Shares are the same, except as to voting and redemption. Shares may not
be transferred without the Company's consent. The Company will normally
withhold its consent. See "DESCRIPTION OF CAPITAL STOCK."
VOTING
Holders of Class A Shares are entitled to vote such shares cumulatively for the
election of 12 of the directors on the Board of Directors. Holders of the Class
B Shares are entitled to vote such shares cumulatively for the election of 3 of
the directors on the Board of Directors. The Class B Shares have no other
voting rights, except as required by California law. See "DESCRIPTION OF
CAPITAL STOCK -- Voting rights."
SHARE REDEMPTION
Certified will redeem the Class A Shares and Class B Shares of a terminated
member subject to the limitations of Certified's share redemption policy, to
legal limitations and to limitations under certain credit agreements to which
Certified is a party. In addition, and subject to the same limitations,
Certified will upon request redeem those Class B Shares held by a member which
are in excess of the amount required to be held by such member ("Excess Class B
Shares"). See "DESCRIPTION OF CAPITAL STOCK -- Share Redemption."
Under the redemption policy, Class A Shares eligible for redemption will be
redeemed in the order in which memberships terminate, and will be redeemed
prior to the redemption of any Class B Shares which have not yet been redeemed
but are eligible for redemption. The aggregate amount of Class B Shares which
Certified will be obligated to redeem in any fiscal year will be limited to 5%
of the sum of (1) the number of Class B Shares outstanding as of the close of
the preceding fiscal year and (2) the number of Class B Shares issued as a part
of the patronage dividend for such preceding fiscal year (the "five percent
limit"). In any fiscal year, Certified will redeem, up to the five percent
limit, Class B Shares which were eligible for redemption in a prior year, but
which have not yet been redeemed. If the five percent limit would preclude
redemption of all such shares, then such shares will be redeemed pro rata. In
the event that the five percent limit would permit the redemption of all such
shares and would permit the redemption of other Class B Shares as well, then,
subject to the five percent limit, Certified will redeem other Class B Shares
eligible for redemption in the order in which memberships terminate or shares
are tendered for redemption. The redemption policy provides that the Board of
Directors may, in its discretion, redeem shares without regard to the five
percent limit or other provisions of the redemption policy.
The five percent limit contained in Certified's redemption policy permits the
redemption of 19,007 Class B Shares in fiscal year 1999. At the date of this
Prospectus, that number of Class B Shares will be redeemed in fiscal year 1999.
Any further redemption of Class B Shares in excess of the five percent limit
for fiscal year 1999 will be at the discretion of Certified's Board of
Directors and subject to the limitations under the applicable credit
agreements. See "DESCRIPTION OF CAPITAL STOCK -- Share Redemption."
4
The redemption price for Class A Shares and Class B Shares on termination of
membership will be an amount equal to the greater of the book value of such
shares as of the close of the fiscal year last ended prior to the redemption,
less all amounts that may be owing to Certified or any of its subsidiaries by
the member, or one cent per share. For redemptions occurring during the fiscal
year ending August 28, 1999 the book value per share is $183.47.
The redemption price for Excess Class B Shares, other than on termination of
membership, will be an amount equal to the book value of the shares as of the
close of the fiscal year last ended prior to the redemption.
See "DESCRIPTION OF CAPITAL STOCK -- Share Redemption" and "Use of Book Value."
USE OF PROCEEDS
Proceeds will be used as working capital and to return a portion of members'
deposits.
5
RISK FACTORS
The following subheadings describe characteristics of the Class A Shares and
Class B Shares which involve risks of the investment.
SHARES NOT TRANSFERABLE
You must have the Company's permission to transfer your ownership of Class A
Shares or Class B Shares to someone other than the Company. The Company will
normally not grant its consent. See "DESCRIPTION OF CAPITAL STOCK -- Non-
Transferability."
NO MARKET FOR SHARES
There is no market for Certified's shares. The shares are subject to redemption
by the Company subject to the limitations described below.
SHARES HELD AS SECURITY
All shares will be required to be pledged to Certified to secure the
prohibition against their transfer, to secure Certified's redemption rights and
as security for performance of obligations of the member to Certified or its
subsidiaries. See "DESCRIPTION OF CAPITAL STOCK -- Shares Held as Security."
SHARE REDEMPTION -- LIMITATIONS
Upon a patron's termination of its membership, the Company will purchase the
Shareholder's Class A Shares and Class B Shares only if permitted by
Certified's redemption policy and by legal requirements. There is no assurance
that Certified's financial condition will be such that it will be able to
legally redeem shares tendered for redemption. Assuming that the redemptions
were otherwise permitted by Certified's redemption policy, under current legal
requirements (which include Certified's continuing ability to meet its
liabilities as they mature) Certified would be permitted to redeem shares up to
the amount of Certified's retained earnings immediately prior to the
redemption. At August 29, 1998, Certified's retained earnings were $15,685,000,
and on that date, under current legal requirements, Certified would have been
permitted to redeem shares up to that dollar amount. Even if redemption is
permitted by legal requirements, it is possible under Certified's redemption
policy that a member's Class B Shares will not be fully, or even partially,
redeemed in the year in which they are tendered for redemption. In each fiscal
year, the redemption policy only requires Certified to redeem Class B Shares in
an amount up to the "five percent limit" described in the redemption policy,
and any redemption of Class B Shares in excess of the limit for such fiscal
year is at the discretion of Certified's Board of Directors. In addition,
certain of Certified's credit agreements, prohibit redemptions of Class A
Shares and Class B Shares if and while the Company is in breach or default
under the Credit Agreement. As described in the share redemption policy,
redemptions may be effected by payment to the member or credit to the member's
account. See "DESCRIPTION OF CAPITAL STOCK -- Share Redemption."
The five percent limit only requires Certified to redeem 19,007 Class B Shares
in fiscal year 1999. That number of shares is expected to be redeemed in fiscal
year 1999. Thus, any further redemptions of Class B Shares during fiscal year
1999 will be at the discretion of Certified's Board of Directors and subject to
the limitations under the aforementioned credit agreements. As of October 30,
1998,
6
58,531 Class B Shares were tendered and awaiting redemption in excess of the
limit for fiscal year 1999. The Company does not expect to redeem these shares
in fiscal year 1999. Further, the tender for redemption of this number of
shares will cause the five percent limits for fiscal years 2000 through 2002 to
be met, and when combined with additional future tenderings could cause the
five percent limits in subsequent fiscal years to be met, thereby delaying
redemptions in excess of such limits. The redemptions required for fiscal years
1999 through 2002 approximate $14.2 million based on the fiscal 1998 year end
book value. The Company expects to obtain the funds needed to redeem shares
from operations, patron deposits, new share issuances and borrowings under the
Company's credit lines. See "DESCRIPTION OF CAPITAL STOCK -- Share
Redemption -- Limitations on Share Redemption." Since shares will be issued and
redeemed at a price based on book value as of the close of the fiscal year last
ended, any decrease in book value between issuance and redemption would result
in a loss to the member. See "DESCRIPTION OF CAPITAL STOCK -- Use of Book
Value."
VOLUME LOSSES
The Company experienced reduction in sales volume from fiscal 1991 levels
totalling 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.
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.
INCOME TAX LIABILITY INCIDENTAL TO PATRONAGE DIVIDENDS
A patron must report as gross income, for federal income tax purposes, the
patronage dividends, if any, distributed by Certified to such patron. Holders
of Class B Shares distributed to a member-patron as a part of a patronage
dividend must be reported as income at their full stated dollar amount. Class B
Shares distributed as a part of a patronage dividend are also subject to state
income and corporation franchise taxes in California, and may be subject to
such taxes in other states.
OFFERING OF CLASS A SHARES AND CLASS B SHARES
The Class A Shares of Certified are offered hereby to such persons or entities
who from time to time may be accepted as new member-patrons of Certified, and
the Class B Shares of Certified are offered hereby to member-patrons of
Certified and such persons or entities who from time to time may be accepted as
new member-patrons of Certified. The sale of the shares offered hereby will be
made by Certified through its regular employees who will not receive any
additional remuneration in connection therewith. No sales will be made through
brokers, and there are no underwriters.
ELIGIBILITY TO HOLD SHARES
Class A Shares are issued to and may be held only by member-patrons of
Certified. In order to qualify for and retain membership as a member-patron, a
person or other entity (1) must patronize
7
Certified in such amounts and manner, and otherwise comply with the Bylaws and
with such rules, regulations and policies, as may be established from time to
time by Certified; (2) must have and maintain acceptable financial standing;
(3) must make application in such form as is prescribed; and (4) must be
accepted as a member after approval by the Board of Directors. Membership does
not obligate Certified to make any sale of merchandise or services or any
extension of credit.
Membership is not transferable either voluntarily or by operation of law.
Membership may be terminated by written resignation of the member or by
Certified on the member's failure to meet any requirement of membership, or on
the member's failure to timely pay or otherwise meet any obligation to
Certified or its subsidiaries or to comply with any requirement established by
Certified for servicing of accounts, or on the member's death or incompetency,
or except as permitted by the Bylaws on any attempted transfer of membership,
or on an insolvency, bankruptcy, arrangement or reorganization proceeding by or
against the member, or on the member's account or any Class A or Class B Shares
held by the member being subjected to any process of law, or on any transfer or
encumbrance or attempted transfer or encumbrance of any such account or share.
Termination of membership does not relieve the patron of obligations incurred
prior to termination.
The Board of Directors may approve the issuance of Class B Shares to any person
and for any purpose. However, the Board of Directors does not now intend to
authorize, and this offering does not include, the issuance of Class B Shares
except to member-patrons.
NEW MEMBER-PATRONS REQUIRED TO PURCHASE ONE HUNDRED CLASS A SHARES
Each member-patron of Certified is required to hold one hundred Class A Shares.
The Board of Directors is authorized to accept member-patrons without the
issuance of Class A Shares when the Board of Directors determines that such
action is justified by reason of the fact that the ownership of the patron is
the same, or sufficiently the same, as that of another member-patron holding
one hundred Class A Shares.
Such persons or entities who from time to time may be accepted as new member-
patrons of Certified will be required to purchase or subscribe for the purchase
of one hundred Class A Shares. The price for such shares will be the book value
per share of outstanding shares at the close of the fiscal year last ended.
During the fiscal year ending August 28, 1999, the book value, and hence the
price, per share will be deemed to be $183.47. Any subscription will require a
minimum cash down payment of 10% of the purchase price with the balance payable
in not more than 104 equal weekly installments together with an interest charge
of 10% per annum. Certified at its option may, as a condition to accepting a
member, require that in lieu of issuing Class A Shares, such member purchase
said shares from a terminated member at the same price which would have been
payable had the new member purchased said shares from Certified.
No member may hold more than one hundred Class A Shares. It is possible,
however, that a member may have an interest in another member, or that a person
may have an interest in more than one member, and thus have an interest in more
than one hundred Class A Shares. Such a situation might arise, for example,
where a member-patron owns the stock of another member-patron.
8
ISSUANCE OF CLASS B SHARES TO MEMBER-PATRONS
1. GENERAL. Following the close of the fiscal year, the net earnings of
Certified from business done on a cooperative basis with member-patrons are
distributed in the form of patronage dividends to such patrons based in amount
on the volume of such business transacted with them. Certified's Bylaws provide
that patronage dividends may be paid in money or in any other form which
constitutes a written notice of allocation under Section 1388 of the Internal
Revenue Code. Said section defines the term "written notice of allocation" to
mean any capital stock, revolving fund certificate, retain certificate,
certificate of indebtedness, letter of advice, or other written notice, which
discloses to the recipient the stated dollar amount allocated to him by
Certified and the portion thereof, if any, which constitutes a patronage
dividend.
As a portion of the patronage dividend paid to each member-patron, Certified
issues Class B Shares. Each member-patron is required to hold Class B Shares
having combined Issuance Values (as defined below) in an amount equal to the
lesser of (a) the amount of the member-patron's required deposit or (b) twice
the member-patron's average weekly purchases ("Class B Share Requirement"). The
amount of a member-patron's average weekly purchases is determined by Certified
and member-patrons are required to maintain cash deposits with Certified.
Additionally, for purposes of this requirement, each Class B Share held by a
member-patron is valued at the book value of Certified's outstanding shares as
of the close of the fiscal year last ended prior to the issuance to the member-
patron of such Class B Share ("Issuance Value"). Thus, for example, a Class B
Share issued in fiscal year 1999 will have an Issuance Value equal to the book
value of Certified's outstanding shares as of the close of fiscal year 1998,
whereas a Class B Share issued in fiscal year 1998 will have an Issuance Value
equal to the book value of Certified's outstanding shares as of the close of
fiscal year 1997. In order to satisfy the requirement regarding the holding of
Class B Shares, a member-patron is required to hold Class B Shares having
combined Issuance Values in an amount equal to the member-patron's Class B
Share Requirement.
Issuance of Class B Shares to member-patrons in order to comply with this
requirement will be accomplished as described below. In connection with the
issuance of Class B Shares as described below, it should be noted that
Certified pays at least 20% of the patronage dividends in cash. In addition,
with respect to the patronage dividends payable for a fiscal year, Certified's
Board of Directors may authorize the retention of a portion of the patronage
dividends payable to patrons and the issuance of interest-bearing subordinated
patronage dividend certificates evidencing the indebtedness of Certified
respecting the amounts retained. Issuance of Class B Shares as a portion of
patronage dividends as described below will occur only to the extent of the
member-patron's patronage dividend remaining after the cash payment and any
retention which may be authorized by the Board of Directors.
2. MANNER OF ISSUANCE OF CLASS B SHARES. Member-patrons, and those persons or
entities who from time to time may be accepted as new member-patrons of
Certified, will be issued Class B Shares. In the manner described below, it is
proposed that each such member-patron would be issued Class B Shares as a part
of the patronage dividends (but after deducting the cash payment and any
authorized retention) paid to such member-patron over a period of five
consecutive fiscal years, beginning with the second fiscal year following
admission as a member-patron, such that following
9
the patronage dividend paid for the fifth year, such member-patron would hold
Class B Shares having combined Issuance Values equal to the amount of the
member-patron's Class B Share Requirement.
It is intended to issue Class B Shares to such member-patrons as a portion of
patronage dividends paid, beginning with the second fiscal year following
admission as a member-patron, as follows:
After payment of the cash portion of the patronage dividend and deduction
of any authorized retention, Class B Shares would be issued in an amount
not exceeding the member-patron's remaining patronage dividend for any one
year so that, subject to the foregoing, after the first patronage dividend,
the member-patron will hold Class B Shares having Issuance Values equal to
20% of the member-patron's Class B Share Requirement; after the second
patronage dividend, the member-patron will hold Class B Shares having
combined Issuance Values equal to 40% of the member-patron's Class B Share
Requirement; after the third patronage dividend, the member-patron will
hold Class B Shares having combined Issuance Values equal to 60% of the
member-patron's Class B Share Requirement; after the fourth patronage
dividend, the member-patron will hold Class B Shares having combined
Issuance Values equal to 80% of the member-patron's Class B Share
Requirement; and, after the fifth patronage dividend, the member-patron
will hold Class B Shares having combined Issuance Values equal to the
amount of the member-patron's Class B Share Requirement.
If following the issuance of Class B Shares as a part of the patronage
dividend for any given fiscal year, the member-patron would not hold Class B
Shares having a combined Issuance Value equal to the amount of Class B Shares
required to be held by the member-patron following the patronage dividend for
such fiscal year, then additional Class B Shares would be issued to the
member-patron in a quantity sufficient to achieve the required amount.
Issuance of these additional Class B Shares would be paid for by debiting the
member-patron's cash deposit account in an amount equal to the Issuance Values
of such additional Class B Shares, and the member-patron will be required to
authorize Certified to so debit such account.
3. ALTERNATIVE MANNER OF ISSUANCE OF CLASS B SHARES. As an alternative to the
issuance of Class B Shares in the manner described in paragraph 2 above, upon
the request of any member-patron (which request may only be made in September
of any year), Certified may, at its sole option, issue to such member-patron
as a part of the next ensuing patronage dividend, and after payment of the
cash portion of such patronage dividend and deduction of any authorized
retention, Class B Shares in an amount and having Issuance Values not
exceeding the member-patron's remaining patronage dividend such that,
following such issuance, the member-patron would hold Class B Shares having
combined Issuance Values equal to the member-patron's Class B Share
Requirement. If following the issuance of Class B Shares in the foregoing
manner, the member-patron would not hold Class B Shares having combined
Issuance Values equal to the member-patron's Class B Share Requirement, then
additional Class B Shares would be issued to the member-patron in a quantity
sufficient to achieve this amount. Issuance of these additional Class B Shares
would be paid for by debiting the member-patron's cash deposit account in an
amount equal to the Issuance Values of such additional Class B Shares, and the
member-patron, in making the above described request, will be required to
authorize Certified to debit such account. Once made, the member-patron's
request would not be revocable by the member-patron without Certified's
consent, which consent can be granted or withheld in Certified's sole
discretion.
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4. OTHER MATTERS RELATING TO ISSUANCE OF CLASS B SHARES. Following the issuance
of Class B Shares in the foregoing ways, Certified proposes to continue
thereafter to issue Class B Shares as a part of patronage dividends (but after
deducting the cash payment and any authorized retention), and, to the extent
necessary, to issue additional Class B Shares to be paid for by debiting the
member-patron's cash deposit account, so as to establish and maintain each
member-patron's holdings of such shares in an amount having combined Issuance
Values equal to the member-patron's Class B Share Requirement.
The holding of Class B Shares having combined Issuance Values equal to the
amount of the member-patron's Class B Share Requirement has been established by
the Board of Directors as the amount of Class B Shares required to be held by
each member-patron. The Board of Directors in its discretion may increase this
amount or may otherwise require that additional Class B Shares be held by each
member-patron, and Certified may issue, at any time from time to time,
additional Class B Shares as a part of patronage dividends. The requirement
regarding the holding of Class B Shares as established by the Board of
Directors is subject to change by the Board of Directors, which may, in its
discretion, add to, increase, decrease, limit, eliminate or otherwise change
such requirement.
No member-patron whose membership has terminated during a given fiscal year, or
whose membership has terminated following the close of a given fiscal year and
prior to the payment of patronage dividends for such fiscal year, would receive
Class B Shares as a part of patronage dividends paid for such fiscal year.
Class B Shares held by a member-patron in excess of what has been established
by the Board of Directors as the Class B Shares required to be held by each
member-patron will be considered "Excess Class B Shares."
Both Class A and Class B Shares are pledged to, and the certificates held by,
Certified to secure the prohibition against transfer, to secure Certified's
right to purchase or redeem such shares and to secure performance of the
patron's obligations to Certified and its subsidiaries.
Patrons are generally required to maintain cash deposits with Certified as
security for the patron's contractual obligations to Certified and to its
subsidiaries. That portion of the deposits which the patron is required to
maintain is subordinated to certain indebtedness of Certified. Upon request by
the patron, deposits in excess of the required amount are returned, provided
the patron is not in default in its obligations to Certified or any of its
subsidiaries. The entire deposit is returned upon termination of membership
less any amounts owing Certified or any of its subsidiaries; provided that, in
all cases, return of the required portion is governed by the subordination
provisions to which it is subject and will be returned only as and to the
extent permitted thereby. Inasmuch as the Class B Shares as well as the Class A
Shares will be held as security for the performance of the member-patron's
obligations, in calculating each member-patron's required deposit, credit is
presently given based upon the combined Issuance Values of the Class B Shares
held. Thus, it will be possible for a member-patron to withdraw cash from the
deposit as Class B Shares are issued. Certified's policies regarding deposits,
issuance of Class B Shares and credits against deposits as a result of issuance
of Class B Shares 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.
11
DESCRIPTION OF CAPITAL STOCK
The capital structure of Certified consists of three classes of shares, Class A
Shares, Class B Shares, and Class C Shares. The rights, preferences, privileges
and restrictions of the Class A Shares and the Class B Shares are the same,
except with respect to voting and redemption. The Class C Shares are held, one
share each, by the directors of Certified.
DIVIDEND RIGHTS
It is the policy of Certified not to pay cash dividends on its stock.
VOTING RIGHTS
The holders of Class A Shares are entitled to elect 12 directors. The holders
of Class B Shares are entitled to elect 3 directors, and otherwise have no
voting rights except as may be required by California law. California law
extends to non-voting shares the right to vote upon certain matters such as
amendments to the Articles of Incorporation, which would affect the rights of
non-voting shares and certain reorganizations in which other securities are to
be issued in exchange for the non-voting shares. In addition, California law
extends voting rights on certain matters, such as voluntary dissolution, to
those shares having voting power which is defined as the power to vote for
directors. The percentage of voting power of a class of shares is based on the
percentage of the directors it may elect. Thus, in those situations involving
such voting power, the Class A Shares would have 80% of the voting power, and
the Class B Shares would have 20% of the voting power.
In the election of directors, the Class A Shares may be voted cumulatively for
the 12 directors to be elected by the Class A shareholders, that is, each
holder of Class A Shares may give one candidate a number of votes equal to the
number of directors to be elected by the holders of Class A Shares multiplied
by the number of his Class A Shares or he may distribute such votes among as
many candidates as he sees fit. Similarly, the Class B Shares may be voted
cumulatively for the 3 directors to be elected by the holders of Class B
Shares.
Since the Class A shareholders are only entitled to elect 12 of the directors,
a greater number of votes is required under cumulative voting in order to elect
a single director than would be required in order to elect a single director if
such shareholders were entitled to vote their shares cumulatively for the
election of all of the directors. Likewise, since the Class B shareholders are
only entitled to elect 3 of the directors, a greater number of votes is
required under cumulative voting in order to elect a single director than would
be required in order to elect a single director if such shareholders were
entitled to vote their shares cumulatively for the election of all of the
directors.
A director must be either an employee of Certified, a member-patron, or a
member of a partnership or an employee of a corporation which is a member-
patron.
Except as required by California law, the Class C Shares have no voting rights.
LIQUIDATION RIGHTS
In the event of any liquidation or winding up of the affairs of Certified,
whether voluntary or involuntary, the net assets of Certified would be
distributed among the holders of Class A Shares and the holders of Class B
Shares proportionately in accordance with their share holdings. The Class C
Shares would share in liquidation only to the extent of $10 per share.
12
NON-TRANSFERABILITY
Other than for transfer to Certified, neither the Class A Shares nor the Class
B Shares may be transferred or assigned without the consent of Certified, which
will normally be withheld, except where the transfer of the shares is in
connection with the transfer of a member-patron's business to an existing or
new member-patron for continuation of such business.
SHARES HELD AS SECURITY
The certificates for Class A Shares and Class B Shares will not be delivered to
members but will be pledged to and held by Certified to secure the prohibition
against transfer, to secure Certified's right to repurchase or redeem such
shares and to secure performance by the member of all obligations to Certified
or any of its subsidiaries. The Secretary of Certified is authorized, and is
given a power of attorney, on behalf of each member to surrender the shares for
repurchase or redemption. Certificates for shares will bear a legend stating
that Certified is entitled to offset against any payments which might otherwise
be due for shares being repurchased or redeemed all amounts owed by the member
to Certified or any of its subsidiaries.
SHARE REDEMPTION
Both Class A Shares and Class B Shares are subject to repurchase or redemption
by Certified. As used herein, unless the context otherwise requires, the terms
"redeem" and "redemption" include repurchase. Certified will redeem the shares
of outgoing members on termination of membership in accordance with and subject
to limitations of the share redemption policy described below, which is set
forth in the Bylaws, and subject to legal limitations and to certain
limitations under Certified's credit agreements. Provided that the redemption
price equals or exceeds $1,000, Certified will also upon request redeem the
excess Class B Shares of a member who owns Class B Shares in excess of that
which is required to be held by such member ("Excess Class B Shares"). Any such
redemption of Excess Class B Shares will be governed by the same rules that
govern the redemption of shares upon termination of membership. As described
below in the share redemption policy, redemptions may be effected by payment to
the member or credit to the member's account.
The redemption price for Class A Shares and Class B Shares being redeemed on
termination of membership shall be an amount which is equal to the greater of
the book value of said shares as of the close of the fiscal year last ended
prior to the redemption, less all amounts that may be owing by the member to
Certified or any of its subsidiaries, or one cent per share. During the fiscal
year ended August 28, 1999 the book value per share is $183.47.
On the redemption of Excess Class B Shares, other than upon termination of
membership, the redemption price for such shares shall be an amount which is
equal to the book value of said shares as of the close of the fiscal year last
ended prior to the redemption provided that the member is in good standing, is
current in all obligations to Certified and its subsidiaries and there exist no
grounds for termination of membership; otherwise the redemption price for such
shares shall be the same as provided on the termination of membership. Such
redemption may be effected by paying to the member or crediting to the member's
account the redemption price, with Certified having the right to deduct any
amounts owing to Certified or any of its subsidiaries.
13
The redemption of shares is subject to the following:
1. Corporate Law Requirements.
Redemption is subject to the restrictions imposed by the Corporations Code
of the State of California and to other applicable legal restrictions.
Section 501 of the Corporations Code prohibits any distribution which would
be likely to result in a corporation being unable to meet its liabilities
as they mature. In addition, Section 500 of the Corporations Code prohibits
any distribution to shareholders for the purchase or redemption of shares
unless (a) the amount of retained earnings immediately prior thereto equals
or exceeds the amount of the proposed distribution or (b) immediately after
such distribution the assets of the corporation, with certain exceptions,
are at least equal to one and one-quarter times its liabilities and its
current assets are at least equal to its current liabilities or under some
circumstances equal to one and one-quarter times its current liabilities.
To the extent that retained earnings do not exceed the amount of any
proposed distribution, Certified will have to satisfy the asset-liability
ratio test in order to make a distribution in redemption of shares. As of
August 29, 1998, Certified's retained earnings were $15,685,000. As of that
date, Certified did not satisfy the asset-liability ratio test.
2. Redemption Policy.
Subject to the Board of Directors' determination that Certified is able to
meet the foregoing legal requirements, shares will be redeemed in
accordance with the following:
(a) Class A Shares eligible for redemption by reason of termination
of membership will be redeemed in the order in which memberships
terminate, and will be redeemed prior to the redemption of any Class B
Shares which have not yet been redeemed but are eligible for redemption
either by reason of termination of membership or as Excess Class B
Shares tendered for redemption. All determinations by Certified of the
order in which memberships terminate or shares are tendered shall be
conclusive.
(b) The aggregate amount of Class B Shares which Certified will be
obligated to redeem in any fiscal year will be limited to 5% of the sum
of (i) the number of Class B Shares outstanding as of the close of the
preceding fiscal year and (ii) the number of Class B Shares issued as a
part of the patronage dividend for such preceding fiscal year (the
"five percent limit").
(c) In any fiscal year, Certified will redeem, up to the five percent
limit, Class B Shares which were eligible for redemption in a prior
year, either by reason of termination of membership in a prior year or
which were Excess Class B Shares tendered for redemption in a prior
year, but which have not yet been redeemed, provided that if the five
percent limit would preclude redemption of all such shares, then such
shares will be redeemed pro rata. In the event that the five percent
limit would permit the redemption of all such shares and would permit
the redemption of other Class B Shares as well, then, subject to the
five percent limit, Certified will redeem other Class B Shares eligible
for redemption by reason of termination of membership or which are
Excess Class B Shares tendered for redemption, in the order in which
memberships terminate or shares are tendered for redemption. All
determinations by Certified of the order in which memberships terminate
or shares are tendered shall be conclusive.
14
(d) The redemption of shares may be accomplished by paying to the
member or crediting to the member's account the redemption price. In
making such payment or credit for the redemption of shares, Certified
shall have the right to deduct any amounts owing by the member to
Certified or any of its subsidiaries. Such payment or credit for the
redemption of shares will be made within 120 days after such shares
have become eligible for redemption, either by reason of termination of
membership or tender in the case of Excess Class B Shares, and are
otherwise entitled to be redeemed in accordance with legal limitations
and as provided in paragraphs (a), (b) and (c) above. In no event will
interest be payable on the redemption price for any delay in paying or
crediting the redemption price.
(e) Without regard to each year's five percent limit or any other
provision of paragraphs (a), (b) or (c) above, Certified's Board of
Directors will have the absolute discretion to redeem Class A or
Class B Shares of any outgoing member or to redeem Excess Class B
Shares, regardless of when the membership terminated or the Class B
Shares were tendered. The Board of Directors will also have the right
to elect to redeem Excess Class B Shares even though such redemption
has not been requested.
(f) The Board of Directors will have the absolute discretion, without
regard to any provision of the redemption policy, to authorize
Certified to agree with any shareholder to purchase Class B Shares held
by such shareholder and to make such purchase and payment for such
shares in such manner as may be agreed upon, subject only to corporate
law requirements.
3. Limitations on Share Redemption.
As set out above, Certified's ability to make payment for the redemption of
Class A and Class B Shares is subject to limitations imposed by the
California Corporations Code. Under the Code, Certified would be prohibited
from making payment for the redemption of such shares if at the time it
was, or as a result of the payment would be, likely to be unable to meet
its liabilities as they mature. Certified would also be prohibited from
making such payment unless either retained earnings were sufficient to
cover the payment or numerical ratios of certain assets to certain
liabilities met statutory standards. Losses could so impact Certified's
balance sheet and solvency that California law could prohibit Certified
from making payment for the redemption of Class A and Class B Shares. In
such event, the member could be precluded from liquidating his investment
in Class A and Class B Shares for an indefinite period of time.
As stated above, in any fiscal year Certified is not obligated to redeem
Class B Shares in excess of the five percent limit. In any fiscal year,
once Certified has redeemed Class B Shares up to the five percent limit,
Certified has no further obligation to redeem Class B Shares in such fiscal
year. Thus, even if legal requirements for such redemptions are met in a
given fiscal year, it is possible, because of the five percent limit, that
Certified will not redeem all Class B Shares tendered for redemption in
such year. The aggregate number of Class B Shares which Certified is
obligated to redeem in fiscal year 1999 by reason of the five percent limit
is 19,007, and that number of Class B Shares will be redeemed. As of
October 30, 1998, 58,531 Class B Shares were tendered for redemption in
excess of the limit for fiscal year 1999 and are not expected to be
redeemed in fiscal year 1999. Further, the tender for redemption of this
number of shares will cause the five percent limits for fiscal years 2000
through 2002 to be met, and when combined
15
with additional future tenderings could cause the five percent limits in
subsequent fiscal years to be met, thereby delaying redemptions in excess
of such limits. The redemptions required for fiscal years 1999 through 2002
approximate $14.2 million based on 1998 year end book values and estimated
share issuances for those years. Cash flow to fund redemption of shares is
provided from operations, patron deposits, new share issuances and
borrowings under the Company's credit lines.
Certified is a party to certain credit agreements under which redemptions
of Class A and Class B Shares are prohibited during the pendency of a
breach or default under the credit agreements. Accordingly, even if legal
requirements for redemption of Class A and Class B Shares were met, and
even if Certified's Board of Directors was prepared to exercise its
discretion to permit redemptions of Class B Shares in excess of the five
percent limit, no such redemptions would be permitted under these credit
agreements were Certified to be in breach or default thereunder.
USE OF BOOK VALUE
Shares will be issued at a price equal to the book value of shares outstanding
as of the close of the fiscal year last ended. Shares will be redeemed for a
redemption price based on the book value of outstanding shares as of the close
of the fiscal year prior to such redemption.
Book value per share means the excess of the assets over the liabilities of
Certified as determined in accordance with generally accepted accounting
principles as set forth on Certified's audited financial statements, divided by
the total number of shares then outstanding. Book value reflects the historical
cost of Certified's assets and of accumulated book depreciation. It does not
necessarily reflect what the assets could be sold for or the dollar amount that
would be required to replace them.
If the book value per share increases between the time of issuance and
redemption in a later year, the member would benefit from such appreciation.
However, the member would suffer a loss if the book value had declined during
such period. Book value could decline if Certified sustained net losses on a
consolidated basis.
Because the price at which the shares are issued and redeemed is adjusted only
once each year, some dilution is probable in each transaction. If a new member
purchases Class A Shares late in a particular fiscal year, the price paid for
the shares will be based on the book value for the shares of up to twelve
months earlier; this amount is likely to be more or less than the book value
per share as of the purchase date. If the book value has increased, the new
member's purchase will dilute the book value of the shares of existing members.
Conversely, if the book value has decreased, the new member will suffer
immediate dilution and the existing members will receive a benefit. Similarly,
the shares of a member whose membership has terminated will be redeemed at a
price based on their book value as of the end of the fiscal year last ended
prior to the redemption date. If the book value had increased during the
partial year ending with the redemption date, the terminated member would
realize no benefit from that year's appreciation which would be realized by the
remaining members. However, if the book value had decreased during the partial
year ending with the redemption date, the redemption price for the shares would
exceed the actual book value as of the date of redemption, and remaining
members would incur the loss.
16
USE OF PROCEEDS
Proceeds from the sale of Class A Shares to new member-patrons will be added to
Certified's working capital. Such proceeds are not expected to be a significant
source of working capital for Certified.
Cash retained by Certified by virtue of the issuance of Class B Shares as part
of patronage dividends paid to member-patrons will be used to provide for the
return annually of such members' deposits in an amount equal to the Issuance
Values of such shares and for general working capital purposes. See "OFFERING
OF CLASS A SHARES AND CLASS B SHARES -- Issuance of Class B Shares to Member-
Patrons -- Other Matters Relating to Issuance of Class B Shares."
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.
17
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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 REFERENCED TO IN THIS PROSPECTUS. THIS
DOCUMENT DEALS ONLY WITH THE SALE OF CLASS A AND CLASS B SHARES AND ONLY IN
PLACES WHERE IT IS LEGAL TO DO SO. INFORMATION ABOUT THE COMPANY MAY CHANGE
SUBSEQUENT TO THE DATE OF THIS DOCUMENT.
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TABLE OF CONTENTS
PAGE
----
Summary of Prospectus...................................................... 2
Incorporation by Reference................................................. 2
Description of Shares Offered.............................................. 4
Risk Factors............................................................... 6
Offering of Class A Shares and Class B Shares.............................. 7
Eligibility to Hold Shares................................................ 7
New Member-Patrons Required to Purchase One Hundred Class A Shares........ 8
Issuance of Class B Shares to Member-Patrons.............................. 9
Description of Capital Stock............................................... 12
Dividend Rights........................................................... 12
Voting Rights............................................................. 12
Liquidation Rights........................................................ 12
Non-Transferability....................................................... 13
Shares Held As Security................................................... 13
Share Redemption.......................................................... 13
Use of Book Value......................................................... 16
Use of Proceeds............................................................ 17
Experts.................................................................... 17
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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
EXHIBITS:
Exhibit 23.1 Consent of Deloitte & Touche LLP.
S-1
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. 11 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized to
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 by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/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)
S-2
SIGNATURE TITLE DATE
--------- ----- ----
/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 A. Provenzano Director November 24, 1998
___________________________________________
Michael A. Provenzano
/s/ Edward J. Quijada Director November 24, 1998
___________________________________________
Edward J. Quijada
/s/ Gail Gerard Rice Director November 24, 1998
___________________________________________
Gail Gerard 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
S-3
INDEX TO EXHIBITS AND SCHEDULES
EXHIBITS:
Exhibit 23.1 Consent of Deloitte & Touche LLP