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CERTIFIED AND UNITED GROCERS SET TO APPROVE MERGER TODAY

LOS ANGELES -- Shareholders of both Certified Grocers of California here and United Grocers, Portland, Ore., are scheduled to vote today in simultaneous meetings on whether to approve the merger of their two companies.In an SN interview last week, the company discussed further plans for the post-merger management and divisional structures and the makeup of the board.A spokesman for Certified told

LOS ANGELES -- Shareholders of both Certified Grocers of California here and United Grocers, Portland, Ore., are scheduled to vote today in simultaneous meetings on whether to approve the merger of their two companies.

In an SN interview last week, the company discussed further plans for the post-merger management and divisional structures and the makeup of the board.

A spokesman for Certified told SN last week that Alfred A. Plamann, Certified's chairman and chief executive officer, has referred to the proposed transaction as "a merger with equality," since the two partners will be equal in terms of operations -- although Certified will be the controlling partner, with an ownership position approaching 77%.

A possible wrinkle in the merger plans could occur if 5% of the two cooperatives' shareholders file formal dissents, in which case the deal could be canceled, the spokesman said. However, the filing of formal dissents is considered unlikely, he added.

If shareholders approve the merger, the deal is expected to be completed by midweek, the spokesman said, and the two companies will start their new fiscal year Friday under their new name, Unified Western Grocers.

Plamann will become president and CEO of Unified, and Terry Olsen, president and CEO of United, will be named executive vice president and chief operating officer.

Although there is no firm indication of where the company will be headquartered, the spokesman told SN it is possible Olsen will relocate to Southern California during the transition period, so the two executives can work together.

Other events after completion of the merger will include the following:

Unified Western Grocers will operate with three divisions: a Southern California region, based here; an Oregon region, based in Portland; and a Northern California region, where both companies operate. The home base for Unified's Northern California region will be determined at a later date, the spokesman said. Currently, Certified operates a warehouse in San Ramon where the lease is close to expiring, while UG has facilities in Tracy and Modesto, all in Northern California.

Certified's 15-member board of directors and UG's nine-member board will merge into a single 24-member board, at least until the new company's first annual meeting in February.

"A 24-member board is somewhat cumbersome," the spokesman said, "and the company may look at that when the annual meeting is held." In addition, future directors are likely to be nominated on a geographic basis, he noted.

Still to be determined is who will serve as board chairman -- Lou Amen, chairman of Certified's board and owner of Super A Foods, Paramount,Calif., or Jim Glassel, chairman of UG's board and owner of Pokerville Markets, Plymouth, Calif. It's possible the two executives could serve as co-chairmen, the spokesman said.

For the short term -- at least until the Y2K hurdle is past -- each partner will retain its own identity on its sell plans.

The spokesman said a transition team is still working on what approach the new company will use in Northern California -- whether to use the United program for Certified's customers or the Certified program for UG's customers. Also still to be determined is who will get deliveries from which facilities, "all with the aim of achieving the least disruption," according to the spokesman.

Unified's new organizational chart may not be released publicly until Oct. 7 when the transition teams meet, the spokesman said.