-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I7udyA8OaKErvyfmqOQmzRAG8OW240juuqkwEnIj9h91Cifz2ZPFXaXPx6G6H4c3 Txf2ZVZlQDV8h1ngJND2nw== 0000950131-02-004334.txt : 20021112 0000950131-02-004334.hdr.sgml : 20021111 20021112165611 ACCESSION NUMBER: 0000950131-02-004334 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20021112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VILLAGE MARKET LLC CENTRAL INDEX KEY: 0001179133 IRS NUMBER: 352077271 STATE OF INCORPORATION: IN FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-01 FILM NUMBER: 02817708 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PEWAUKEE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULTRA MART FOODS INC CENTRAL INDEX KEY: 0001179134 IRS NUMBER: 396043054 STATE OF INCORPORATION: WI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-02 FILM NUMBER: 02817709 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PAWUAKEE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDLAND GROCERY CO CENTRAL INDEX KEY: 0001179135 IRS NUMBER: 396043054 STATE OF INCORPORATION: OH FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-03 FILM NUMBER: 02817710 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PAWUAKEE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINGS LAKE MERCHANDISE INC CENTRAL INDEX KEY: 0001179136 IRS NUMBER: 341597319 STATE OF INCORPORATION: OH FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-05 FILM NUMBER: 02817712 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PAWUAKEE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHOP RITE INC CENTRAL INDEX KEY: 0001179138 IRS NUMBER: 391134847 STATE OF INCORPORATION: WI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-06 FILM NUMBER: 02817713 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PAWUAKEE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCOT LAD LIMA INC CENTRAL INDEX KEY: 0001179139 IRS NUMBER: 341755052 STATE OF INCORPORATION: OH FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-07 FILM NUMBER: 02817714 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PAWUAKEE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCOT LAD FOODS INC CENTRAL INDEX KEY: 0001179141 STATE OF INCORPORATION: WI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-08 FILM NUMBER: 02817715 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PEWAUKE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R0PAK INC CENTRAL INDEX KEY: 0001179142 IRS NUMBER: 396043359 STATE OF INCORPORATION: WI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-09 FILM NUMBER: 02817717 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PEWAUKE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RINDT ENTERPRISES INC CENTRAL INDEX KEY: 0001179143 IRS NUMBER: 391266185 STATE OF INCORPORATION: WI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-10 FILM NUMBER: 02817718 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PEWAUKE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PICK N SAVE WAREHOUSE FOODS INC CENTRAL INDEX KEY: 0001179144 IRS NUMBER: 391237362 STATE OF INCORPORATION: WI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-11 FILM NUMBER: 02817719 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PEWAUKE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDLAND GROCERY OF MICHIGAN INC CENTRAL INDEX KEY: 0001179145 IRS NUMBER: 311271538 STATE OF INCORPORATION: WI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-12 FILM NUMBER: 02817720 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PEWAUKE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEGA MARTS INC CENTRAL INDEX KEY: 0001179146 IRS NUMBER: 391584570 STATE OF INCORPORATION: WI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-13 FILM NUMBER: 02817721 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PEWAUKE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEE TRANS INC CENTRAL INDEX KEY: 0001179148 IRS NUMBER: 391598439 STATE OF INCORPORATION: WI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-14 FILM NUMBER: 02817722 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PEWAUKE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JONDEX CORP CENTRAL INDEX KEY: 0001179150 IRS NUMBER: 396043038 STATE OF INCORPORATION: WI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-15 FILM NUMBER: 02817723 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PEWAUKE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ITA INC CENTRAL INDEX KEY: 0001179152 IRS NUMBER: 391598441 STATE OF INCORPORATION: WI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-16 FILM NUMBER: 02817724 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PEWAUKE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSURANCE PLANNERS INC CENTRAL INDEX KEY: 0001179153 IRS NUMBER: 391017345 STATE OF INCORPORATION: WI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-17 FILM NUMBER: 02817725 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PEWAUKE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOLT PUBLIC STORAGE INC CENTRAL INDEX KEY: 0001179155 IRS NUMBER: 391625007 STATE OF INCORPORATION: WI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-18 FILM NUMBER: 02817726 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PEWAUKE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL FOODS INC CENTRAL INDEX KEY: 0001179154 IRS NUMBER: 311193505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-19 FILM NUMBER: 02817728 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PEWAUKE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROUNDYS INC CENTRAL INDEX KEY: 0000314423 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 390854535 STATE OF INCORPORATION: WI FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623 FILM NUMBER: 02817727 BUSINESS ADDRESS: STREET 1: 23000 ROUNDY DRIVE CITY: PEWAUKEE STATE: WI ZIP: 53072 BUSINESS PHONE: (262)953-7999 MAIL ADDRESS: STREET 1: 23000 ROUNDY DRIVE CITY: PEWAUKEE STATE: WI ZIP: 53072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COPPS CORP CENTRAL INDEX KEY: 0000024602 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 390763870 STATE OF INCORPORATION: WI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-97623-04 FILM NUMBER: 02817711 BUSINESS ADDRESS: STREET 1: 2828 WAYNE ST CITY: STEVENS POINT STATE: WI ZIP: 54481 BUSINESS PHONE: 7153445900 MAIL ADDRESS: STREET 1: 23000 ROUNDY DR CITY: PEWAUKE STATE: WI ZIP: 53072 FORMER COMPANY: FORMER CONFORMED NAME: DAIRY STATE MARKETS DATE OF NAME CHANGE: 19720513 S-4/A 1 ds4a.txt AMENDMENT NUMBER 3 TO FORM S-4 As filed with the Securities and Exchange Commission on November 12, 2002. Registration No. 333-97623 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ----------------- ROUNDY'S, INC.* (Exact name of registrant as specified in its charter) ----------------- Wisconsin 5411 39-0854535 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Number) Identification No.)
----------------- 23000 Roundy Drive Pewaukee, Wisconsin 53072 Telephone: (262) 953-7999 (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices) ----------------- Edward G. Kitz Vice President, Secretary and Treasurer 23000 Roundy Drive Pewaukee, Wisconsin 53072 Telephone: (262) 953-7999 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------- Copies to : Dennis M. Myers, Esq. Andrew J. Guzikowski Gerald T. Nowak, Esq. Whyte Hirschboeck Dudek S.C. Kirkland & Ellis 111 East Wisconsin Avenue 200 E. Randolph Drive Suite 2100 Chicago, Illinois 60601 Milwaukee, Wisconsin 53202 Telephone: (312) 861-2000 Telephone: (414) 273-2100 * The Co-Registrants listed on the next page are also included in this Form S-4 Registration Statement as additional Registrants. The Co-Registrants are the direct and indirect domestic subsidiaries of the Registrant and the guarantors of the notes to be registered hereby. Approximate date of commencement of proposed sale of the securities to the public: The exchange will occur as soon as practicable after the effective date of this Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] ----------------- The Registrant and the Co-Registrants hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Co-Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================
Primary Standard I.R.S. Industrial Jurisdiction Employer Exact Name of Classification of Identification Additional Registrants* Number Formation No. ----------------------- -------------- ------------ -------------- Cardinal Foods, Inc. 5411 Delaware 31-1193505 Holt Public Storage, Inc. 4225 Wisconsin 39-1625007 Insurance Planners, Inc. 6411 Wisconsin 39-1017345 I.T.A., Inc. 4213 Wisconsin 39-1598441 Jondex Corp. 6512 Wisconsin 39-6043038 Kee Trans, Inc. 4213 Wisconsin 39-1598439 Mega Marts, Inc. 5411 Wisconsin 39-1584570 Midland Grocery of Michigan, Inc. 5141 Michigan 31-1271538 Pick 'n Save Warehouse Foods, Inc. 5411 Wisconsin 39-1237362 Rindt Enterprises, Inc. 5411 Wisconsin 39-1266185 Ropak, Inc. 5411 Wisconsin 39-6043358 Scot Lad Foods, Inc. 5141 Wisconsin 36-3318402 Scot Lad-Lima, Inc. 5141 Ohio 34-1755052 Shop-Rite, Inc. 5411 Wisconsin 39-1134847 Spring Lake Merchandise, Inc. 5122 Ohio 34-1597319 The Copps Corporation 5411 Wisconsin 39-0763870 The Midland Grocery Company 5141 Ohio 31-4252895 Ultra Mart Foods, Inc. 5411 Wisconsin 39-6043054 Village Market, LLC 5411 Indiana 35-2077271
- -------- * The address for each of the Co-Registrants is c/o Roundy's, Inc., 23000 Roundy Drive, Pewaukee, Wisconsin 53072, telephone (262) 953-7999. The name and address, including zip code, of the agent for service for each of the Co-Registrants is Edward G. Kitz, Secretary of Roundy's, Inc., 23000 Roundy Drive, Pewaukee, Wisconsin 53072. The telephone number, including area code, of the agent for service for each of the Co-Registrants is (262) 953-7999. PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 20: Indemnification of Directors and Officers. Registrants Incorporated Under Michigan Law Midland Grocery of Michigan, Inc. is incorporated under the laws of the State of Michigan. Sections 450.1561-450.1571 of the Michigan Business Corporation Act ("Michigan Statute") provides that a Michigan corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of such corporation, by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. Similar provisions apply to actions brought by or in the right of the corporation, except that no indemnification shall be made without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred. Section 450.1567 of the Michigan Statute further authorizes a corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted against him or her and incurred by him or her in any indemnified capacity, or arising out of his status as such, regardless of whether the corporation would otherwise have the power to indemnify him or her under the Michigan Statute. The articles of incorporation of Midland Grocery of Michigan, Inc. provide that the corporation may indemnify any director to the fullest extent provided by the Michigan Statute. In addition, the corporation shall indemnify its directors for all liabilities arising from a breach of fiduciary duty except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 551(1) of the Michigan Statute, or (iv) for any transaction from which the director derived any improper personal benefit. The bylaws provide that the corporation must indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of such corporation, by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. The bylaws also contain a similar indemnification provision with respect to actions brought by or in the right of the corporation, except such provision is permissive rather than mandatory and no indemnification shall be made without judicial approval if the officer or director is adjudged to be liable to the corporation. The bylaws also provide that the corporation may purchase and maintain insurance for officers and directors against liabilities incurred while acting in such capacities whether or not the corporation would be empowered to indemnify such persons under the bylaws. Registrants Incorporated Under Delaware Law Cardinal Foods, Inc. is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (the "Delaware Statute") provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of such II-1 corporation, by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. Similar provisions apply to actions brought by or in the right of the corporation, except that no indemnification shall be made without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred. Section 145 of the Delaware Statute further authorizes a corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted against him or her and incurred by him or her in any indemnified capacity, or arising out of his status as such, regardless of whether the corporation would otherwise have the power to indemnify him or her under the Delaware Statute. The certificate of incorporation of Cardinal Foods, Inc. provides that the corporation may indemnify any director to the fullest extent provided by the Delaware Statute. In addition, the corporation shall indemnify its directors for all liabilities arising from a breach of fiduciary duty except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Statute, or (iv) for any transaction from which the director derived any improper personal benefit. The bylaws provide that the corporation must indemnify any director or officer who is a party to any threatened, pending or completed proceeding, to the extent the director or officer has been successful on the merits or otherwise in the defense of the proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he or she is a director of the corporation. If the director or officer is not successful in defense of the proceeding, a corporation must indemnify the director or officer unless the liability was incurred as a result of the breach or failure to perform a duty which the director or officer owes to the corporation and the breach or failure to perform constitutes: (1) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer had a material conflict of interest; (2) a violation of the criminal law, unless the person had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (3) a transaction from which the director or officer derived an improper personal profit; or (4) willful misconduct. The bylaws also provide that the corporation may purchase and maintain insurance for officers and directors against liabilities incurred while acting in such capacities whether or not the corporation would be empowered to indemnify such persons under the bylaws. Registrants Formed Under Indiana Law Village Market, LLC is a limited liability company formed under the laws of the State of Indiana. Section 23-18-4-2 of the Indiana Limited Liability Company Act (the "Indiana Statute") provides that members and managers are not liable in damages for any action taken or failure to act on behalf of the company, unless the act or omission constitutes willful misconduct or recklessness. The articles of organization of Village Market, LLC do not provide for the indemnification of officers or directors. Article XIII of the operating agreement of Village Market, LLC provides that the company must indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a manager or member of the company, or is or was serving at the request of such company as a director, officer, partner, manager, member, trustee, employee or agent of another corporation or enterprise. The indemnity may include expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to II-2 believe that his conduct was illegal. Where a manager or member is successful on the merits or otherwise in the defense of any action referred to above, the company must indemnify him or her against the expenses which such manager or member has actually and reasonably incurred. Registrants Incorporated Under Ohio Law Scot Lad-Lima, Inc., Spring Lake Merchandise, Inc., and The Midland Grocery Company are incorporated under the laws of the State of Ohio. Section 1701.13 of the Ohio General Corporation Law ("Ohio Statute") provides that an Ohio corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of such corporation, by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation or enterprise. The indemnity may include expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. Similar provisions apply to actions brought by or in the right of the corporation, except that no indemnification shall be made (i) without judicial approval if the officer or director is adjudged to be liable to the corporation and (ii) if the only liability asserted against such director is pursuant to Section 1701.95 of the Ohio Statute regarding unlawful loans, dividends and distribution of assets. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred. Section 1701.13 of the Ohio Statute further authorizes a corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted against him or her and incurred by him or her in any indemnified capacity, or arising out of his status as such, regardless of whether the corporation would otherwise have the power to indemnify him or her under the Ohio Statute. The articles of incorporation of Scot Lad-Lima, Inc., Spring Lake Merchandise, Inc., and The Midland Grocery Company do not provide for the indemnification of officers and directors. The bylaws of Spring Lake Merchandise, Inc. and The Midland Grocery Company provide for indemnification of officers and directors unless the liability was incurred as a result of the breach or failure to perform a duty which the director or officer owes to the corporation and the breach or failure to perform constitutes any of the following: (1) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer had a material conflict of interest; (2) a violation of the criminal law, unless the person had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (3) a transaction from which the director or officer derived an improper personal profit; (4) willful misconduct; or (5) with respect to any matter or decision being considered by the board of directors or any other officer, such director or officer intentionally or recklessly: (i) makes any untrue statement or disclosure to the board or other officer of known material information; (ii) omits to state or otherwise disclose to the board or other officer of known material information; or (iii) omits to state or otherwise disclose to the board or other officer known material information which is (or reasonably should be) known to the director or officer to be relevant to the matter or decision under consideration, regardless of whether or not such information is specifically requested by the board or other officer. These bylaws also provide that the corporations may purchase and maintain insurance for officers and directors against liabilities incurred while acting in such capacities whether or not the corporations would be empowered to indemnify such persons under the bylaws. The bylaws of Scot Lad-Lima provide that the corporation must indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of such corporation, by reason of the fact that such person is or was an officer, director, trustee, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, trustee, employee or agent of another corporation II-3 or enterprise. The indemnity may include expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided (i) such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, (ii) with respect to any criminal action or proceeding, such person had no reasonable cause to believe that his conduct was illegal, and (iii) with respect to actions brought by or in the right of the corporation, no indemnification shall be made without judicial approval if the officer or director is adjudged to be liable to the corporation. The bylaws further authorize the corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted against him or her and incurred by him or her in any indemnified capacity, or arising out of his status as such, regardless of whether the corporation would otherwise have the power to indemnify him or her under the Ohio Statute. Registrants Incorporated Under Wisconsin Law Roundy's, Inc., Holt Public Storage, Inc., Insurance Planners, Inc., I.T.A., Inc., Jondex Corp., Kee Trans, Inc., Mega Marts, Inc., Pick 'n Save Warehouse Foods, Inc., Ropak, Inc., Rindt Enterprises, Inc., Scot Lad Foods, Inc., Shop-Rite, Inc., The Copps Corporation, and Ultra Mart Foods, Inc. are incorporated under the laws of the State of Wisconsin. Sections 180.0850 to 180.0859 of the Wisconsin Business Corporation Law (the "Wisconsin Statute") require a corporation to indemnify any director or officer who is a party to any threatened, pending or completed proceeding, to the extent the director or officer has been successful on the merits or otherwise in the defense of the proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he or she is a director of the corporation. If the director or officer is not successful in defense of the proceeding, a corporation must indemnify the director or officer unless the liability was incurred as a result of the breach or failure to perform a duty which the director or officer owes to the corporation and the breach or failure to perform constitutes: (1) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer had a material conflict of interest; (2) a violation of the criminal law, unless the person had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (3) a transaction from which the director or officer derived an improper personal profit; or (4) willful misconduct. A corporation's articles of incorporation may limit its obligation to indemnify under these provisions. The Wisconsin Statute also provides that a corporation may purchase and maintain insurance for officers and directors against liabilities incurred while acting in such capacities whether or not the corporation would be empowered to indemnify such persons under the Wisconsin Statute. Expenses for the defense of any action for which indemnification may be available may be advanced by the corporation under certain circumstances. The indemnification provided by the Wisconsin Statute is not exclusive of any other rights of indemnification to which a director or officer of the corporation may be entitled. The articles of incorporation of Holt Public Storage, Inc., I.T.A., Inc. and Kee Trans, Inc. provide for indemnification of officers and directors, and for all money damages, except for those resulting from any matter in which the officer or director was derelict in the performance of his or her duties to the corporation, and, with respect to any criminal action or proceeding, acted in good faith in what he or she considered to be the best interests of the corporation and with no reasonable cause to believe the action was illegal. The articles of incorporation of Roundy's, Inc., Insurance Planners, Inc., Jondex Corp., Mega Marts, Inc., Pick 'n Save Warehouse Foods, Inc., Ropak, Inc., Rindt Enterprises, Inc., Scot Lad Foods, Inc., Shop-Rite, Inc., The Copps Corporation, and Ultra Mart Foods, Inc. do not provide for the indemnification of their officers or directors. The bylaws of Roundy's, Inc. and The Copps Corporation allow for indemnification to the full extent provided by the Wisconsin Statute. The bylaws of Holt Public Storage, Inc., Insurance Planners, Inc., I.T.A., Inc., Jondex Corp., Kee Trans, Inc., Pick 'n Save Warehouse Foods, Inc., Ropak, Inc., Scot Lad Foods, Inc., Shop-Rite, Inc., and Ultra Mart Foods, Inc. provide for indemnification to the extent provided by the Wisconsin Statute, except if such director or officer intentionally or recklessly, with respect to any matter or decision being considered by the board of directors or other officer: (i) makes any untrue statement or disclosure to the board or other officer of known material information; (ii) omits to state or otherwise disclose to the board or other officer of known material information; or (iii) omits to state or otherwise disclose to the board or other officer known II-4 material information which is (or reasonably should be) known to the director or officer to be relevant to the matter or decision under consideration, regardless of whether or not such information is specifically requested by the board or other officer. These bylaws also provide that the corporations may purchase and maintain insurance for officers and directors against liabilities incurred while acting in such capacities whether or not the corporations would be empowered to indemnify such persons under their bylaws. The bylaws of Mega Marts, Inc. provide for indemnification of officers and directors except that no indemnification shall be provided: (1) if such officer or director committed acts of active and deliberate dishonesty with actual dishonest purpose and intent that were material to the cause of action adjudicated, or that such officer or director received an improper personal benefit, or (2) in respect of any amount of any claim arising under Section 16(b) of the Securities Exchange Act of 1934, as amended, or (3) in respect of any expense incurred by such officer or director in his or her assertion of any claim against any person. Item 21. Exhibits. (a) Exhibits. The attached Exhibit Index is incorporated by reference. (b) Financial Statement Schedules. The following financial statement schedule is included in this Registration Statement: Independent Auditors Report Schedule VIII Valuation and Qualifying Accounts All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are inapplicable or not material, or the information called for thereby is otherwise included in the financial statements and therefore has been omitted. Item 22. Undertakings. (a) The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 20, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such II-5 indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a directors, officer or controlling person of the registrant 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 registrant 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 Securities Act and will be governed by the final adjudication of such issue (c) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as a part of this Registration Statement in reliance on Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be a part of this registration statement as of the time it was declared effective. (d) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (e) The undersigned hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the date of the registration statement through the date of responding to the request. (f) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Roundy's, Inc. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. ROUNDY'S, INC. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President, Secretary and Treasurer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- * Chairman of the Board, Chief - ----------------------------- Executive Officer and Robert A. Mariano President (Principal Executive Officer) and Director * Executive Vice President and - ----------------------------- Chief Financial Officer Darren W. Karst (Principal Financial and Accounting Officer) /S/ EDWARD G. KITZ Vice President, Secretary and - ----------------------------- Treasurer Edward G. Kitz * Director - ----------------------------- Avy H. Stein * Director - ----------------------------- John R.Willis *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Cardinal Foods, Inc. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. CARDINAL FOODS, INC. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- * President (Principal - ----------------------------- Executive Officer) Michael J. Schmitt /S/ EDWARD G. KITZ Vice President, Secretary and - ----------------------------- Director Edward G. Kitz * Vice President, Treasurer - ----------------------------- (Principal Financial and Darren W. Karst Accounting Officer) and Director *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Holt Public Storage, Inc. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. HOLT PUBLIC STORAGE, INC. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- * President, Treasurer - ----------------------------- (Principal Executive, Darren W. Karst Financial and Accounting Officer) and Director /S/ EDWARD G. KITZ Vice President, Secretary and - ----------------------------- Director Edward G. Kitz *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Insurance Planners, Inc. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. INSURANCE PLANNERS, INC. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- /S/ * President (Principal - ----------------------------- Executive Officer) and John P. White Director /S/ * Vice President - ----------------------------- David C. Busch /S/ EDWARD G. KITZ Vice President, Secretary - ----------------------------- (Principal Financial Edward G. Kitz Officer) and Director /S/ * Treasurer - ----------------------------- Sherry L. Noll /S/ * Director (Principal - ----------------------------- Accounting Officer) Darren W. Karst *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, I.T.A., Inc. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. I.T.A., INC. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- * President (Principal - ----------------------------- Executive, Financial and Darren W. Karst Accounting Officer); Director /S/ EDWARD G. KITZ Vice President, Secretary and - ----------------------------- Director Edward G. Kitz * Vice President, Treasurer and - ----------------------------- Director John P. White *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Jondex Corp. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. JONDEX CORP. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- * President (Principal - ----------------------------- Executive Officer) and Michael J. Schmitt Director /S/ EDWARD G. KITZ Vice President, Secretary and - ----------------------------- Director Edward G. Kitz * Vice President, Treasurer - ----------------------------- (Principal Financial and Darren W. Karst Accounting Officer) and Director *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Kee Trans, Inc. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. KEE TRANS, INC. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- /S/ * President (Principal - ----------------------------- Executive, Financial and Darren W. Karst Accounting Officer) and Director /S/ EDWARD G. KITZ Vice President, Secretary and - ----------------------------- Director Edward G. Kitz /S/ * Vice President, Treasurer and - ----------------------------- Director John E. Paterson *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Mega Marts, Inc. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. MEGA MARTS, INC. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- /S/ * President (Principal - ----------------------------- Executive Officer) and Michael J. Schmitt Director /S/ * Vice President, Treasurer and - ----------------------------- Director David C. Busch /S/ EDWARD G. KITZ Vice President, Secretary - ----------------------------- (Principal Financial Edward G. Kitz Officer) and Director /S/ * Director (Principal - ----------------------------- Accounting Officer) Darren W. Karst /S/ * Director - ----------------------------- Gary L. Fryda *By /s/ Edward G. Kitz ------------------------- Edward G. Kitz Attorney-in-Fact II-14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Midland Grocery of Michigan, Inc. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. MIDLAND GROCERY OF MICHIGAN, INC. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President, Secretary and Treasurer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- /S/ * President and Director - ----------------------------- (Principal Executive Darren W. Karst Officer and Principal Accounting Officer) /S/ EDWARD G. KITZ Vice President, Secretary, - ----------------------------- Treasurer and Director Edward G. Kitz (Principal Financial Officer) /S/ * Vice President and Director - ----------------------------- Michael J. Schmitt *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Pick 'n Save Warehouse Foods, Inc. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. PICK 'N SAVE WAREHOUSE FOODS, INC. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- * President, Treasurer - ----------------------------- (Principal Executive William J. Griffith Officer) and Director /S/ EDWARD G. KITZ Vice President, Secretary - ----------------------------- (Principal Financial Edward G. Kitz Officer) and Director * Director (Principal - ----------------------------- Accounting Officer) Darren W. Karst * Director - ----------------------------- David C. Busch * Director - ----------------------------- Michael J. Schmitt *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Ropak Inc. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. ROPAK INC. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President, Secretary and Treasurer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- * President (Principal - ----------------------------- Executive, Financial and Darren W. Karst Accounting Officer) and Director /S/ EDWARD G. KITZ Vice President, Secretary, - ----------------------------- Treasurer and Director Edward G. Kitz * Director - ----------------------------- Michael J. Schmitt *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Rindt Enterprises, Inc. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. RINDT ENTERPRISES, INC. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- * President (Princpal - ----------------------------- Executive, Financial and Darren W. Karst Accounting Officer) and Director * Vice President, Treasurer and - ----------------------------- Director Michael J. Schmitt /S/ EDWARD G. KITZ Vice President, Secretary and - ----------------------------- Director Edward G. Kitz * Director - ----------------------------- David C. Busch *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-18 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Scot Lad Foods, Inc. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. SCOT LAD FOODS, INC. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- * President, Treasurer - ----------------------------- (Principal Executive, Darren W. Karst Financial and Accounting Officer) and Director /S/ EDWARD G. KITZ Vice President, Secretary and - ----------------------------- Director Edward G. Kitz *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-19 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Scot Lad-Lima, Inc. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. SCOT LAD-LIMA, INC. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- * President, Treasurer - ----------------------------- (Principal Executive, Darren W. Karst Financial and Accounting Officer) and Director /S/ EDWARD G. KITZ Vice President, Secretary and - ----------------------------- Director Edward G. Kitz * Director - ----------------------------- Michael J. Schmitt *By Edward G. Kitz ------------------------- Edward G. Kitz Attorney-in-Fact II-20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Shop-Rite, Inc. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. SHOP-RITE, INC. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- * President, Treasurer - ----------------------------- (Principal David C. Busch Executive Officer) and Director /S/ EDWARD G. KITZ Vice President, Secretary - ----------------------------- (Principal Financial Edward G. Kitz Officer) and Director * Principal Accounting Officer - ----------------------------- Darren W. Karst *By Edward G. Kitz ------------------------- Edward G. Kitz Attorney-in-Fact II-21 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Spring Lake Merchandise, Inc. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. SPRING LAKE MERCHANDISE, INC. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President, Secretary and Treasurer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- * President (Principal - ----------------------------- Executive Officer) and Michael J. Schmitt Director /S/ EDWARD G. KITZ Vice President, Secretary, - ----------------------------- Treasurer (Principal Edward G. Kitz Financial Officer) and Director * Director (Principal - ----------------------------- Accounting Officer) Darren W. Karst *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-22 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, The Copps Corporation has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. THE COPPS CORPORATION By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- * President (Principal - ----------------------------- Executive Officer) and Michael J. Schmitt Director /S/ EDWARD G. KITZ Vice President, Secretary - ----------------------------- (Principal Financial Edward G. Kitz Officer) and Director * Vice President, Treasurer and - ----------------------------- Director David C. Busch * Vice President (Principal - ----------------------------- Accounting Officer) Darren W. Karst *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-23 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, The Midland Grocery Company has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. THE MIDLAND GROCERY COMPANY By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- * President (Prinicipal - ----------------------------- Executive Officer) and Michael J. Schmitt Director /S/ EDWARD G. KITZ Vice President, Secretary and - ----------------------------- Director Edward G. Kitz * Vice President, Treasurer - ----------------------------- (Principal Financial and Darren W. Karst Accounting Officer) and Director *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-24 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Ultra Mart Foods, Inc. has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. ULTRA MART FOODS, INC. By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- * President (Principal - ----------------------------- Executive Officer) and David C. Busch Director /S/ EDWARD G. KITZ Vice President, Secretary - ----------------------------- (Principal Financial Edward G. Kitz Officer) and Director * Vice President, Treasurer and - ----------------------------- Director Michael J. Schmitt * Principal Accounting Officer - ----------------------------- Darren W. Karst *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-25 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Village Market, LLC has duly caused this Amendment No. 3 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee, State of Wisconsin, on the 12th day of November, 2002. VILLAGE MARKET, LLC By: SHOP-RITE, INC., its managing member By: /S/ EDWARD G. KITZ ----------------------------- Edward G. Kitz Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of November, 2002. Signature Title --------- ----- * Principal Executive Officer; - ----------------------------- Director, Shop-Rite, Inc. David C. Busch /S/ EDWARD G. KITZ Principal Financial Officer; - ----------------------------- Director, Shop-Rite, Inc. Edward G. Kitz * Principal Accounting Officer - ----------------------------- Darren W. Karst *By /S/ EDWARD G. KITZ ------------------------- Edward G. Kitz Attorney-in-Fact II-26 Roundy's, Inc. Amendment No. 2 to Registration Statement on Form S-4 under the Securities Act of 1933 EXHIBIT INDEX The following exhibits to the Registration Statement are filed herewith or, where noted, are incorporated by reference herein:
Exhibit No. Description ------- ----------- 2.1* Share Exchange Agreement dated April 8, 2002 by and between Roundy's Acquisition Corp. and Roundy's, Inc./(1)/ 2.2* Share Exchange Agreement dated May 18, 2001, by and between Roundy's, Inc. and The Copps Corporation/(2)/ 2.3* Asset Purchase Agreement by and between the Registrant and Ultra Mart, Inc. dated December 23, 1999/(3)/ 2.4* Stock Purchase Agreement dated March 31, 2000, by and among Roundy's, Inc. and the record and beneficial owners of all of the issued and outstanding shares of capital stock of Mega Marts, Inc./(4)/ 2.5* Asset Purchase Agreement dated March 31, 2000, by and among Roundy's, Inc., NDC, Inc. and Mega Marts, Inc./(5)/ 3.1* Roundy's, Inc. Amended and Restated Articles of Incorporation 3.2* Amended and Restated By-Laws of Roundy's, Inc. 3.3* Cardinal Foods, Inc. Certificate of Incorporation (composite including all amendments and restatements through July 31, 2002). 3.4* Amended and Restated By-Laws of Cardinal Foods, Inc. 3.5* Holt Public Storage, Inc. Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.6* Amended and Restated By-Laws of Holt Public Storage, Inc. 3.7* Insurance Planners, Inc. Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.8* Insurance Planners, Inc. Amended and Restated By-Laws 3.9* I.T.A., Inc. Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.10* Amended and Restated By-Laws of I.T.A., Inc. 3.11* Jondex Corp. Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.12* Amended and Restated By-Laws of Jondex Corp. 3.13* Kee Trans, Inc. Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.14* Amended and Restated By-Laws of Kee Trans, Inc.
*Previously filed with this registration statement. Exhibit No. Description ------- ----------- 3.15* Mega Marts, Inc. Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.16* By-Laws of Mega Marts, Inc. 3.17* Midland Grocery of Michigan, Inc. Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.18* Amended and Restated By-Laws of Midland Grocery of Michigan, Inc. 3.19* Pick 'n Save Warehouse Foods, Inc. Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.20* Amended and Restated By-Laws of Pick 'n Save Warehouse Foods, Inc. 3.21* Rindt Enterprises, Inc. Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.22* Restated And Amended By-Laws of Rindt Enterprises, Inc. 3.23* Ropak, Inc. Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.24* Amended and Restated By-Laws of Ropak, Inc. 3.25* Scot Lad Foods, Inc. Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.26* Amended and Restated By-Laws of Scot Lad Foods, Inc. 3.27* Scot Lad-Lima, Inc. Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.28* Amended and Restated Code of Regulations of Scot Lad-Lima, Inc. 3.29* Shop-Rite, Inc. Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.30* Amended and Restated By-Laws of Shop-Rite, Inc. 3.31* Spring Lake Merchandise, Inc. Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.32* Amended and Restated Code of Regulations of Spring Lake Merchandise, Inc. 3.33* The Copps Corporation Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.34* Restated By-Laws of The Copps Corporation 3.35* The Midland Grocery Company Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.36* Amended and Restated Code of Regulations of The Midland Grocery Company 3.37* Ultra Mart Foods, Inc. Articles of Incorporation (composite including all amendments and restatements through July 31, 2002) 3.38* Amended and Restated By-Laws of Ultra Mart Foods, Inc. 3.39* Articles of Organization of Village Market, LLC 2 Exhibit No. Description - ------- ----------- 3.40* Operating Agreement of Village Market, LLC 4.1* Indenture of Trust dated June 6, 2002 between Roundy's, Inc. and BNY Midwest Trust Company, as Trustee 4.2* Form of $225,000,000 Roundy's, Inc. 8 7/8% Senior Subordinated Notes due 2012/(6)/ 4.3* Form of $225,000,000 Roundy's, Inc. 8 7/8% Senior Subordinated Notes due 2012 to be issued in the Exchange Offer subject to this Registration Statement/(6)/ 4.4* Form of Guaranty to be issued by Cardinal Foods, Inc., Holt Public Storage, Inc., Insurance Planners, Inc., I.T.A., Inc., Jondex Corp., Kee Trans, Inc., Mega Marts, Inc., Midland Grocery of Michigan, Inc., Pick 'n Save Warehouse Foods, Inc., Ropak, Inc., Rindt Enterprises, Inc., Scot Lad Foods, Inc., Scot Lad-Lima, Inc., Shop-Rite, Inc., Spring Lake Merchandise, Inc., The Copps Corporation, The Midland Grocery Company, Ultra Mart Foods, Inc., and Village Market, LLC as Guarantors of the securities to be issued in the Exchange Offer subject to this Registration Statement/(7)/ 5.1* Opinion of Kirkland & Ellis as to legality of securities to be issued in the Exchange Offer subject to this Registration Statement 5.2 Opinion of Whyte Hirschboeck Dudek S.C. with regard to certain matters under Wisconsin law 5.3 Opinion of Vorys, Sater, Seymour and Pease LLP with regard to certain matters under Ohio law 5.4 Opinion of Mika, Meyers, Beckett & Jones, PLC with regard to certain matters under Michigan law 5.5 Opinion of Baker & Daniels with regard to certain matters under Indiana law 10.1* A/B Exchange Registration Rights Agreement dated as of June 6, 2002 by and among Roundy's, Inc. as Issuer, the subsidiary guarantors of Roundy's, Inc. listed on Schedule A thereto, and Bear, Stearns & Co. Inc., CIBC World Markets Corp. as Initial Purchasers 10.2* $375,000,000 Credit Agreement among Roundy's Acquisition Corp., Roundy's, Inc., as Borrower, The Several Lenders from Time to Time Parties Hereto, Bear Stearns Corporate Lending Inc., as Administrative Agent, Canadian Imperial Bank of Commerce, as Syndication Agent Bank One, Wisconsin, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, LaSalle Bank National Association, Associated Bank, N.A., Harris Trust and Savings Bank, M&I Marshall & Ilsley Bank, U.S. Bank, National Association, as Documentation Agents Dated as of June 6, 2002/(8)/ 10.3* Guarantee and Collateral Agreement made by Roundy's Acquisition Corp., Roundy's, Inc. and certain of its Subsidiaries in favor of Bear Stearns Corporate Lending Inc., as Administrative Agent Dated as of June 6, 2002 10.4* Severance and Non-Competition Agreement dated April 13, 1998 between the Registrant and Gerald F. Lestina/(9)/ 10.5* Amendment dated June 3, 1998 to Severance and Non-Competition Agreement between the Registrant and Gerald F. Lestina/(10)/ 10.6* Consulting Agreement dated July 1, 2002 between the Registrant and Gerald F. Lestina 10.7* Roundy's, Inc. Supplemental Employee Retirement Plan for certain executive officers including Messrs. Lestina, Ranus, Beketic and Sullivan/(11)/ 10.8* Board of Directors Resolution dated March 19, 2002 adopting Amendment to Supplemental Employee Retirement Plan 10.9* Excerpts from Board of Directors Consent Resolution adopting Amendment to Supplemental Employee Retirement Plan effective June 7, 2002 3 Exhibit No. Description - ------- ----------- 10.10* Form of Deferred Compensation Agreement between the Registrant and certain executive officers including Messrs. Ranus, Beketic, Sullivan and Schmitt/(12)/ 10.11* Amendment dated March 31, 1998 to Form of Deferred Compensation Agreement between the Registrant and certain executive officers including Messrs. Ranus, Beketic, Sullivan and Schmitt/(13)/ 10.12* Second Amendment dated June 3, 1998 to Form of Deferred Compensation Agreement for certain executive officers including Ranus, Beketic, Sullivan and Schmitt/(14) / 10.13* Directors and Officers Liability and Corporation Reimbursement Policy issued by American Casualty Company of Reading, Pennsylvania (CNA Insurance Companies) as of June 13, 1986/(15) / 10.14* Declarations page for renewal through November 1, 2002 of Directors and Officers Liability and Corporation Reimbursement Policy/(16) / 10.15* 1991 Stock Incentive Plan, as amended October 24, 2000/(17) / 10.16* Form of Stock Appreciation Rights Agreement for certain executive officers including Messrs. Beketic, Sullivan and Schmitt/(18) / 10.17* 2001 Incentive Compensation Plan/(19) / 10.18* Employment Agreement dated June 6, 2002 between Registrant and Robert F. Mariano 10.19* Employment Agreement dated June 6, 2002 between Registrant and Darren W. Karst 10.20* Employment Contract between the Registrant and Gary L. Fryda dated March 31, 2000/(20) / 10.21* Roundy's, Inc. Deferred Compensation Plan, effective March 19, 1996/(21) / 10.22* Board Resolution adopting amendment to Roundy's, Inc. Deferred Compensation Plan, effective October 23, 2001 10.23* Excerpts from Roundy's, Inc. Board of Directors resolution adopted March 19, 2002 relating to group term carve-out, executive extension on COBRA continuation rights and professional outplacement services for Company Officers, including Messrs. Lestina, Ranus, Busch, Sullivan, Paterson, Behm, Fryda, Beketic, Schmitt, Kitz, Kosmaler, and Goddard 10.24* Excerpts from Roundy's, Inc. Board of Directors resolution adopted December 10, 1980 relating to post-retirement health care benefits for certain officers, including Messrs. Lestina and Ranus 10.25* Confidentiality and Noncompete Agreement dated June 6, 2002 between the Registrant and Gerald F. Lestina 10.26* Confidentiality and Noncompete Agreement dated June 6, 2002 between the Registrant and Robert D. Ranus 10.27* Roundy's, Inc. Deferred Compensation Plan Amended and Restated August 13, 2002 10.28* Board Resolution dated August 13, 2002 terminating Roundy's, Inc. 2001 Incentive Compensation Plan 12.1* Statement Regarding Computation of Ratios 21.1* Subsidiaries of the Registrant/(22) / 23.1* Consent of Kirkland & Ellis/(23) / 23.2* Consent of Deloitte & Touche LLP 23.3 Consent of Whyte Hirschboeck Dudek S.C./(24)/ 23.4 Consent of Vorys, Sater, Seymour and Pease LLP/(25)/ 4 Exhibit No. Description ------- ----------- 23.5 Consent of Mika, Meyers, Beckett & Jones, PLC/(26)/ 23.6 Consent of Baker & Daniels/(27)/ 24.1* Powers of Attorney of Directors and Officers of Roundy's, Inc. and Co-Registrants/(28) / 24.2* Power of Attorney of John R. Willis, Director of Roundy's, Inc. 24.3* Power of Attorney of Michael J. Schmitt, President of The Midland Grocery Company 24.4* Power of Attorney of Darren W. Karst, Midland Grocery of Michigan, Inc. 25.1* Statement of Eligibility of BNY Midwest Trust Company as Trustee under the Indenture on Form T-1 under the Trust Indenture Act of 1939, as amended 99.1* Form of Letter of Transmittal to be used by Holders of Roundy's, Inc. 8 7/8% Senior Subordinated Notes due 2012 99.2* Form of Instructions to Holders of Roundy's, Inc. 8 7/8% Senior Subordinated Notes due 2012 99.3* Form of Notice of Guaranteed Delivery - -------- (1)Pursuant to Regulation S-K, Item 601(b)(2), included as part of Exhibit 2.1 is a list of omitted schedules and exhibits together with an agreement to furnish copies of any such omitted schedule or Exhibit to the Commission upon request. (2)Incorporated by reference to Exhibit 2.4 to Registrant's Current Report on Form 8-K filed with the Commission on June 1, 2001 (Commission File No. 002-94984) (3)Incorporated by reference to Exhibit 2.1 to Registrant's Annual Report on Form 10-K for the fiscal year ended January 1, 2000, filed with the Commission on March 21, 2000 (Commission File No. Form 002-94984) (4)Incorporated by reference to Exhibit 2.2 to Registrant's Current Report on Form 8-K filed with the Commission on April 14, 2000 (Commission File No. 002-94984) (5)Incorporated by reference to Exhibit 2.3 to Registrant's Current Report on Form 8-K filed with the Commission on April 14, 2000 (Commission File No. 002-94984) (6)Included as Exhibits A-1 and A-2 to the Indenture of Trust, Exhibit 4.1 to this Registration Statement. (7)Included as Exhibit E to the Indenture of Trust, Exhibit 4.1 to this Registration Statement. (8)The Exhibits listed on page v of the Credit Agreement, Exhibit 3.2, consist of the form of Collateral and Guarantee Agreement and the exhibits thereto which are included as part of Exhibit 3.3 to this Registration Statement. (9)Incorporated by reference to Exhibit 10.4 to Registrant's Registration Statement on Form S-2 dated April 28, 1998 (Commission File No. 33-57505) (10)Incorporated by reference to Exhibit 10.8 to Registrant's Form 10-Q for the quarterly period ended October 3, 1998, filed with the Commission on November 10, 1998 (Commission File No. 002-94984) (11)Incorporated by reference to Exhibit 10.9 to Registrant's Form 10-Q for the quarterly period ended July 3, 1999, filed with the Commission on August 9, 1999 (Commission File No. 002-94984) (12)Incorporated by reference to Exhibit 10.1, of Registrant's Registration Statement on Form S-2 (File No. 33-57505) dated April 24, 1997 (13)Incorporated by reference to Exhibit 10.1(a) to Registrant's Registration Statement on Form S-2 filed with the Commission on April 28, 1998 (Commission File No. 33-57505) 5 (14)Incorporated by reference to Exhibit 10.9 to Registrant's Form 10-Q for the quarterly period ended October 3, 1998, filed with the Commission on November 10, 1998 (Commission File No. 002-94984) (15)Incorporated by reference to Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the fiscal year ended January 3, 1987, filed with the Commission on April 3, 1987, (Commission File Nos. 002-66296 and 002-94984) (16)Incorporated by reference to Exhibit 10.2(a) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 29, 2001 filed with the Commission on March 27, 2002, (Commission File No. 002-94984) (17)Incorporated by reference to Exhibit 10.5 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 30, 2000, filed with the Commission on March 29, 2001 (Commission File No. 002-94984) (18)Incorporated by reference to Exhibit 10.7 to Registrant's Form 10-Q for the quarterly period ended October 3, 1998, filed with the Commission on November 10, 1998 (Commission File No. 002-94984) (19)Incorporated by reference to Exhibit 10.14 to the Registrant's Annual Report of Form 10-K for the fiscal year ended December 29, 2001 filed with the Commission on March 27, 2002 (Commission File No. 002-94984) (20)Incorporated by reference to Exhibit 10.11 to registrant's Form 8-K dated April 14, 2000, filed with the Commission on April 14, 2000 (Commission File No. 002-94984) (21)Incorporated by reference to Exhibit 10.5 to Registrant's Registration Statement on Form S-2, dated April 26, 1996 (Commission File No. 33-57505) (22)Incorporated by reference to Exhibit 21 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 30, 2000, filed with the Commission on March 29, 2001 (Commission File No. 002-94984) (23)Included as part of Exhibit 5.1 to this Registration Statement (24)Included as part of Exhibit 5.2 to this Registration Statement (25)Included as part of Exhibit 5.3 to this Registration Statement (26)Included as part of Exhibit 5.4 to this Registration Statement (27)Included as part of Exhibit 5.5 to this Registration Statement (28)Included as part of signature pages to this Registration Statement 6 EX-5.2 3 dex52.txt OPINION OF WHYTE HIRSCHBOECK DUDEK S.C. Exhibit 5.2 WHYTE HIRSCHBOECK [LETTERHEAD OF WHYTE HIRSCHBOECK DUDEK S.C.] DUDEK S.C. - -------------------------------------------------------------------------------- November 6, 2002 Roundy's, Inc., Holt Public Storage, Inc. Insurance Planners, Inc. I.T.A., Inc. Jondex Corp. Kee Trans, Inc. Mega Marts, Inc. Pick `n Save Warehouse Foods, Inc. Ropak, Inc. Rindt Enterprises, Inc. Scot Lad Foods, Inc. Shop-Rite, Inc. The Copps Corporation Ultra Mart Foods, Inc. We are issuing this opinion letter in our capacity as special counsel for Roundy's, Inc., a Wisconsin corporation (the "Issuer") and as special counsel to each of Holt Public Storage, Inc., Insurance Planners, Inc., I.T.A., Inc., Jondex Corp., Kee Trans, Inc., Mega Marts, Inc., Pick `n Save Warehouse Foods, Inc., Ropak, Inc., Rindt Enterprises, Inc., Scot Lad Foods, Inc., Shop-Rite, Inc., The Copps Corporation, and Ultra Mart Foods, Inc., which are all of the wholly-owned subsidiaries of the Issuer that are organized under the laws of the State of Wisconsin (the "Wisconsin Guarantors") in connection with the proposed registration by the Issuer of $225,000,000 in aggregate principal amount of the Issuer's 8 7/8% Senior Notes due 2012, Series B (the "Exchange Notes") pursuant to a Registration Statement on Form S-4 originally filed with the Securities and Exchange Commission (the "Commission") on August 2, 2002, under the Securities Act of 1933, as amended (the "Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"). The obligations of the Issuer under the Exchange Notes will be guaranteed by certain subsidiaries of the Issuer, including the Wisconsin Guarantors (collectively, including such guarantees as are issued by non-Wisconsin Guarantors, the "Guarantees"). The Exchange Notes and the Guarantees are to be issued pursuant to indentures (as amended and supplemented from time to time, collectively the "Indenture"), dated as of June 6, 2002, between the Issuer, the Guarantors and BNY Midwest Trust Company, as trustee. The Exchange Notes and the Guarantees are to be issued in exchange for and in replacement of the Issuer's Senior Notes due 2012 (the "Old Notes"), of which $225,000,000 in aggregate principal amount is outstanding. WHYTE Roundy's, Inc., HIRSCHBOECK Wisconsin Guarantors DUDEK S.C. November 6, 2002 Page 2 - -------------------------------------------------------------------------------- In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, certificates of public officers, corporate and other records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Articles of Incorporation and By-Laws of the Issuer and each of the Wisconsin Guarantors (collectively hereinafter referred to as the "Wisconsin Registrants"), (ii) Certificates of Status issued by the Wisconsin Department of Financial Institutions as to the corporate status of each of the Wisconsin Registrants; (iii) minutes and records of the corporate proceedings of the Wisconsin Registrants with respect to the issuance of the Exchange Notes and the Guarantees issued by the Wisconsin Guarantors, (iv) the Indenture, and (v) the Registration Statement. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Wisconsin Registrants and the due authorization, execution and delivery of all documents by the parties thereto other than the Wisconsin Registrants. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Wisconsin Registrants and others. Based upon and subject to the assumptions, qualifications and limitations expressed herein: 1. Each of the Wisconsin Registrants is a corporation validly existing under the laws of the State of Wisconsin. 2. Each of the Wisconsin Registrants has the requisite corporate power and authority to execute and deliver the Indenture and to perform its obligations thereunder. 3. The execution and delivery of the Indenture by each of the Wisconsin Registrants and the performance of its obligations thereunder, has been duly authorized by each such Wisconsin Registrant, and does not conflict with such Wisconsin Registrant's Articles of Incorporation, bylaws or any applicable provision of Wisconsin law or require any consent of any governmental authority of the State of Wisconsin. We hereby consent to the filing of this opinion with the commission as Exhibit 5.2 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. WHYTE Roundy's, Inc., HIRSCHBOECK Wisconsin Guarantors DUDEK S.C. November 6, 2002 Page 3 - -------------------------------------------------------------------------------- Our advice on every legal issue addressed in this letter is based exclusively on the law of the State of Wisconsin. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of Wisconsin be changed by legislative action, judicial decision or otherwise. This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis may rely upon this opinion to the same extent as if it were an addressee hereof. WHYTE HIRSCHBOECK DUDEK S.C. By: /S/ Andrew J. Guzikowski ---------------------------- Andrew J. Guzikowski EX-5.3 4 dex53.txt OPINION OF VORYS, SATER, SEYMOUR AND PEASE LLP Exhibit 5.3 November 6, 2002 Scot Lad-Lima, Inc. The Midland Grocery Company Spring Lake Merchandise, Inc. 23000 Roundy Drive Pewaukee, Wisconsin 53072 We have acted as special local counsel for Scot Lad-Lima, Inc., an Ohio corporation ("Scot Lad-Lima"), The Midland Grocery Company, an Ohio corporation ("Midland"), and Spring Lake Merchandise, Inc., an Ohio corporation ("Merchandise" and, together with Scot Lad-Lima and Midland, the "Guarantors"), in connection with the Guarantors proposed guarantees, along with guarantees issued by the other guarantors under the Indenture (as defined below), of $225,000,000 in aggregate principal amount of 8 7/8% Senior Subordinated Notes, due 2012, Series B (the "Exchange Notes"). The Exchange Notes are to be issued by Roundy's, Inc., a Wisconsin corporation (the "Issuer"), pursuant to a Registration Statement on Form S-4 (Registration No. 333-97623), originally filed with the Securities and Exchange Commission (the "Commission") on August 2, 2002, under the Securities Act of 1933, as amended (the "Act") (such Registration Statement, as supplemented or amended to the date hereof, is hereinafter referred to as the "Registration Statement"). The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantors (the "Guarantees"), as well as by other guarantees issued by other guarantors under the Indenture. The Exchange Notes and the Guarantees are to be issued pursuant to the Indenture, dated as of June 6, 2002, among the Issuer, the Guarantors and BNY Midwest Trust Company (the "Indenture"). In connection with this opinion, we have examined originals or certified, conformed or reproduction copies of, and have relied upon the accuracy of, without independent verification or investigation, the following (and only the following): (i) copies of the Articles of Incorporation and the Regulations of the Guarantors, as provided to us by counsel to the Issuer on November 4, 2002, (ii) copies of the resolutions adopted by the Board of Directors of each of the Guarantors with respect to the issuance of the Guarantees, as provided to us by counsel to the Issuer on November 4, 2002, (iii) Certificates of Good Standing, dated November 6, 2002, issued by the Secretary of State of the State of Ohio, with respect to each of the Guarantors, and (iv) the Indenture. Scot Lad-Lima, Inc. The Midland Grocery Company Spring Lake Merchandise, Inc. November 6, 2002 Page 2 In our examinations, we have assumed (i) the genuineness of all signatures, the conformity to original documents of all documents submitted to us as copies and the authenticity of such originals of such latter documents; (ii) the due authorization, completion, execution, and acknowledgment as indicated thereon and delivery by all parties thereto, except for the Guarantors, of all documents and instruments (including, without limitation, the Indenture) and of the consideration recited therein; (iii) that each of the parties, other than the Guarantors, to the Indenture has the full power, authority and legal right under its charter and other governing documents, corporate, trust or other (as appropriate) legislation, and applicable laws and regulations to execute and perform its obligations under all documents and instruments executed by it in connection with the transactions which are the subject of the Indenture and the Registration Statement; (iv) that when duly authorized, executed and delivered, the Indenture will constitute the legal, valid and binding obligation of each of the parties thereto, enforceable against each in accordance with its terms; and (v) that the Articles of Incorporation and the Regulations of each of the Guarantors and the resolutions adopted by the Board of Directors of each of the Guarantors reviewed by us have not been amended, modified or rescinded, and no action in contemplation of the dissolution or liquidation of any of the Guarantors has been taken by any of the shareholders, directors or officers of any of the Guarantors. We have made no examination of the character, organization, activities or authority of any party, other than the Guarantors, to the Indenture or any other document, agreement or instrument which might have any effect upon our opinions expressed herein, and we have neither examined, nor do we opine upon, any provision or matter to the extent that the examination or opinion would require a financial, mathematical or accounting calculation or determination. As used herein, the phrase "duly authorized" refers and is limited to the Ohio General Corporation Law and the Articles of Incorporation and the Regulations of each Guarantor. Subject to the assumptions, qualifications and limitations which are identified in this letter, we advise you that: 1. Each of the Guarantors is a corporation existing and in good standing under the laws of the State of Ohio. 2. Each of the Guarantors has the requisite corporate power and authority to execute and deliver the Indenture and to perform its obligations thereunder. 3. The execution and delivery of the Indenture by each of the Guarantors, and the performance of its obligations thereunder, has been duly authorized by each such Guarantor, and does not conflict with such Guarantor's Articles of Incorporation or Regulations or any applicable provision of state law or require any consent of any governmental authority. Scot Lad-Lima, Inc. The Midland Grocery Company Spring Lake Merchandise, Inc. November 6, 2002 Page 3 We hereby consent to the filing of this opinion with the Commission as Exhibit 5.3 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. The opinions expressed above are subject to the following additional qualifications: We express no opinion as to (i) the enforceability of the Indenture or (ii) the availability or realization of any of the remedies provided for or otherwise set forth therein or applicable thereto. All of our opinions are subject to the limitations, if any, of Title 11 U.S.C., as amended, and of the applicable insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and by principles of equity. In addition, certain remedial and other provisions of the Indenture may be limited by (i) implied covenants of good faith, fair dealing and commercially reasonable conduct, (ii) judicial discretion, in the instance of multiple or equitable remedies, and (iii) public policy considerations or court decisions which may limit the rights of parties to obtain indemnification or contribution or to receive compensation in excess of actual loss or reasonable expenses. We have not conducted requisite factual or legal examinations, and accordingly we express no opinion, with respect to the application, if any, of laws concerning or promulgated by (a) industries the operations, financial affairs or profits of which are regulated by the United States or the State of Ohio, to wit, banks and thrift institutions, insurance and utilities under Title 49 of the Revised Code of Ohio ("R.C."); (b) fraudulent dispositions or obligations (Chapter 1336, R.C. and Section 1313.56, R.C.); (c) federal, state or foreign securities laws or compliance with any disclosure requirement or any prohibition against fraud or misrepresentation; (d) political subdivisions of the State of Ohio; or (e) any taxes or tax effects. The opinions expressed herein are limited to the laws of the State of Ohio having effect on the date hereof, and we express no opinion as to the laws of any other jurisdiction. This letter speaks as of the time of its delivery on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which we did not have knowledge at that time, by reason of any change subsequent to that time in any law other governmental requirement or interpretation thereof covered by any of our opinions or advice, or for any other reason. This letter may be relied upon by the addressees only for the purpose cited in the initial paragraph of this letter in response to which it has been delivered. Without our written consent: Scot Lad-Lima, Inc. The Midland Grocery Company Spring Lake Merchandise, Inc. November 6, 2002 Page 4 (i) the opinions express herein may not be relied upon, assigned, quoted or otherwise used in any manner or for any purpose other than for the purpose set forth hereinabove; (ii) this letter may not be cited or quoted in any financial statement, offering memorandum, private placement memorandum or other similar document other than as set forth above in connection with the Registration Statement; (iii) this letter may not be cited or quoted in any other document or communication which might encourage reliance upon this letter by any person or for any purpose excluded by the restrictions in this paragraph; and (iv) copies of this letter may not be furnished to anyone for purposes of encouraging such reliance. The foregoing notwithstanding, Kirkland & Ellis, counsel to the Issuer, may rely on this opinion to the same extent as if it were an addressee hereof. Respectfully submitted, VORYS, SATER, SEYMOUR AND PEASE LLP EX-5.4 5 dex54.txt OPINION OF MIKA, MEYERS, BECKETT & JONES, PLC Exhibit 5.4 November 6, 2002 Midland Grocery of Michigan, Inc. 23000 Roundy Drive Pewaukee, Wisconsin 53072 Re: Registration Statement on Form S-4, Registration No. 333-97623 Ladies and Gentlemen: We are issuing this opinion letter in our capacity as special legal counsel to Midland Grocery of Michigan, Inc., a Michigan corporation (the "Guarantor"), in connection with the Guarantor's proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $225,000,000 in aggregate principal amount of 8 7/8% Senior Subordinated Notes, due 2012, Series B (the "Exchange Notes"). The Exchange Notes are to be issued by Roundy's, Inc., a Wisconsin corporation (the "Issuer"), pursuant to a Registration Statement on Form S-4 (Registration No. 333-97623), originally filed with the Securities and Exchange Commission (the "Commission") on August 2, 2002, under the Securities Act of 1933, as amended (the "Act"). Such Registration Statement, as supplemented or amended, is hereinafter referred to as the "Registration Statement"). The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantor (the "Guarantee"). The Exchange Notes and the Guarantee are to be issued pursuant to the Indenture (as supplemented, the "Indenture"), dated as of June 6, 2002, among the Issuers, the Guarantor, the other guarantors under the Indenture, and BNY Midwest Trust Company. In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of only the following items: (i) the Articles of Incorporation and By-Laws of the Guarantor, (ii) minutes and records of the corporate proceedings of the Guarantor with respect to the issuance of the Guarantee, (iii) the Registration Statement and (iv) the Indenture. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantor and the due authorization, execution and Midland Grocery of Michigan, Inc. November 6, 2002 Page 2 delivery of all documents by the parties thereto other than the Guarantor. We have also assumed that any interest charged, taken or received in connection with all obligations of the Issuer under the Exchange Notes (including all amounts deemed to be interest under the laws of Michigan whether or not specifically designated as "interest") will not, at any time while any portion of the Exchange Notes is outstanding, either (A) exceed the rate of 25% simple interest per annum, or (B) with respect to interest on due but unpaid installments of interest, exceed the rate of 10% if stated, or 7% if unstated, simple interest per annum. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantor and others. Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors' rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies, (iv) laws, regulations and policies concerning state and local emergency, (v) laws, regulations and policies concerning judicial deference to acts of sovereign states, (vi) criminal and civil forfeiture laws, and (vii) any law other than the laws of the State of Michigan and the Michigan case law decided thereunder. Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that: 1. The Guarantor is duly incorporated, validly existing and in good standing under the laws of the State of Michigan. 2. The Guarantor has the requisite corporate power and authority to execute and deliver the Indenture and to perform its obligations thereunder. 3. The execution and delivery of the Indenture by the Guarantor, and the performance of its obligations thereunder, has been duly authorized by the Guarantor, and does not conflict with the Guarantor's articles of incorporation, bylaws or any applicable provision of Michigan law or require any consent of any Michigan governmental authority. We hereby consent to the filing of this opinion with the commission as Exhibit 5.4 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are Midland Grocery of Michigan, Inc. November 6, 2002 Page 3 in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion is limited in all respects to laws of the State of Michigan and facts existing on the date hereof, and we do not undertake to advise you, or to revise or supplement this opinion, with respect to any changes in such facts or laws of the State of Michigan which may occur after the date hereof by legislative action, judicial decision or otherwise. This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis may rely upon this opinion to the same extent as if it were an addressee hereof. Yours very truly, /s/ Mika, Meyers, Beckett & Jones, PLC EX-5.5 6 dex55.txt OPINION OF BAKER & DANIELS [LETTERHEAD OF BAKERS & DANIELS] [Exhibit 5.5] November 6, 2002 Village Market, LLC 23000 Roundy Drive Pewaukee, Wisconsin 53072 Re: Registration Statement on Form S-4 Registration No. 333-97623 Ladies and Gentlemen: We are issuing this opinion letter in our capacity as Indiana counsel to Village Market, LLC, an Indiana limited liability company, (the "Guarantor"), in connection with the Guarantor's proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $225,000,000 in aggregate principal amount of 8 7/8% Senior Subordinated Notes, due 2012, Series B (the "Exchange Notes"). The Exchange Notes are to be issued by Roundy's, Inc., a Wisconsin corporation (the "Issuer"), pursuant to a Registration Statement on Form S-4 (Registration No. 333-97623), originally filed with the Securities and Exchange Commission (the "Commission") on August 2, 2002, under the Securities Act of 1933, as amended (the "Act") such Registration Statement, as supplemented or amended, is hereinafter referred to as the "Registration Statement"). The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantor (the "Guarantee"), along with other guarantors. The Exchange Notes and the Guarantees are to be issued pursuant to the Indenture (as supplemented, the "Indenture"), dated as of June 6, 2002, among the Issuer, the Guarantors and BNY Midwest Trust Company. In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments (i) the Articles of Organization and Operating Agreement of the Guarantor, (ii) a written consent of Members of the Guarantor together with a written consent of the board of directors of the Guarantor's manager, each with respect to the issuance of the Guarantees, (iii) the Registration Statement and (iv) the Indenture. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantors and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantors. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantors and others. Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors' rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies (iv) any law except the laws of the State of Indiana and the Indiana case law decided thereunder and (v) the "Blue Sky" laws and regulations of Indiana. Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that: 1. The Guarantor is organized and existing under the laws of the State of Indiana. 2. The Guarantor has the requisite power and authority as a limited liability company to execute and deliver the Indenture and to perform its obligations thereunder. 3. The execution and delivery of the Indenture by the Guarantor, and the performance of its obligations thereunder, has been duly authorized by Guarantor, and does not conflict with such Guarantor's Articles of Organization, Operating Agreement or any applicable provision of Indiana law or require any consent of any Indiana governmental authority. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of Indiana be changed by legislative action, judicial decision or otherwise. This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis may rely upon this opinion to the same extent as if it were an addressee hereof. We hereby consent to the filing of this opinion with the commission as Exhibit 5.5 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Sincerely, \s\ BAKER & DANIELS -----END PRIVACY-ENHANCED MESSAGE-----