Prospectus for Unified Grocers, Inc. Patrons’ Deposit Accounts

Unified Grocers, Inc. operates as a retailer-owned grocery wholesale cooperative. The company serves supermarket, specialty, and convenience store operators primarily in the western United States and the Pacific Rim. Unified Grocers offers a diverse range of products typically found in supermarkets through its Cooperative and Dairy Divisions. The cooperative structure allows members, who are current or former customers, to participate in the ownership and decision-making processes. This model fosters a sense of community and shared responsibility among members. The prospectus outlines the offering of deposit accounts to members, emphasizing the importance of these accounts in supporting the cooperative's financial structure. The total offering price is set at $43,300,000, with proceeds directed to Unified Grocers. The document highlights that there is no established public trading market for these deposit accounts, indicating a unique investment opportunity for members.

Membership in Unified Grocers requires ownership of Class A and Class B Shares, as determined by the Board of Directors. Each member must meet specific requirements, including a subordinated cash deposit that corresponds to their Class B Share ownership. This deposit is crucial for maintaining the cooperative's financial health. The prospectus clarifies that the required deposits are subordinated to senior indebtedness, meaning they carry higher risk. Members can acquire Class B Shares over time, which allows for flexibility in investment. The elimination of the cash deposit requirement upon meeting share ownership criteria incentivizes members to invest in the cooperative. This structure not only strengthens member commitment but also enhances the cooperative's capital base. The prospectus serves as a guide for potential members, outlining the rights and obligations associated with membership.

Investing in deposit accounts with Unified Grocers involves inherent risks, as highlighted in the Risk Factors section of the prospectus. The document warns that these accounts do not bear interest and are not secured, which may deter some potential investors. The lack of a public trading market further complicates liquidity for these accounts. The prospectus emphasizes the importance of understanding these risks before making investment decisions. It also notes that neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, underscoring the need for due diligence. Potential investors are encouraged to consider their financial situation and investment goals carefully. The prospectus serves as a critical resource for assessing the viability of investing in Unified Grocers' deposit accounts.

The Prospectus for Unified Grocers, Inc. Patrons’ Deposit Accounts provides valuable insights into the cooperative's structure and investment opportunities. It highlights the unique model of member ownership and the associated benefits and responsibilities. The document serves as a comprehensive guide for potential investors, outlining the financial implications of membership and the risks involved. Understanding the cooperative's operations and the significance of deposit accounts can aid members in making informed decisions. The prospectus not only informs potential investors about the financial aspects but also emphasizes the cooperative's commitment to its members. This document is essential for anyone considering participation in Unified Grocers, as it encapsulates the cooperative's values and operational framework.