---




Securities and Exchange Commission





Washington, D.C. 20549





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Form 10-K/A


(Amendment No. 1)





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(Mark One)





[X] Annual report pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934 for the fiscal year ended September 28, 2002





[  ] Transition report pursuant to Section 13 or 15(d) of the  Securities Exchange Act of 1934





---




Commission file number 0-10815





Unified Western Grocers, Inc.





(Exact name of registrant as
specified in its charter)





California





(State or other jurisdiction of incorporation or organization)





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5200 Sheila Street, Commerce,
CA                                        
            90040


(Address of principal executive
offices)                                       
     (Zip Code)





I.R.S. Employer Identification No.: 95-0615250





Registrants telephone number, including area code: (323) 264-5200





Securities registered pursuant to Section 12(b) of the Act: None





Securities registered pursuant to Section 12(g) of the Act:





---

Title of each class

Name of each exchangeClass A Shares

NoneClass B Shares

None


---




Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes  [X]            No  [  ]





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [  ]





Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.) Yes  [  ]            No  [X]





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter. There is no public common equity float of the Companys
voting and non-voting common equity.





The number of shares outstanding of each of the registrants classes of common stock, as of January 15,
2003 were as follows:





Class A:  70,925 shares Class B:  478,909 shares Class C: 18 shares





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Documents Incorporated by Reference: None





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The purpose of this amendment is to amend and restate Items 10, 11, 12 and 13 in their entirety as follows:





PART III





Item 10.    DIRECTORS AND
EXECUTIVE OFFICERS OF THE REGISTRANT





The following table sets forth certain information concerning the current directors of the Company and
the nominees for election to the Board of Directors at the 2003 Annual Meeting.





Name

Age as of 12/31/02

Year First Elected

Principal Occupation During Last 5 YearsLouis A. Amen

73

1974

President, Super A Foods, Inc.David M. Bennett

49

1999

Co-owner, Mollie Stones MarketsJohn Berberian

51

1991

President, Berberian Enterprises, Inc.Edmund Kevin Davis

49

1998

President, Chairman and Chief Executive Officer, Bristol Farms MarketsJames F. Glassel

62

1999

President, Pokerville Select MarketDieter Huckestein(1)

59



President, Hotel Division of Hilton Hills CorporationDarioush Khaledi

56

1993

Chairman of the Board and Chief Executive Officer, K.V. Mart Co., operating Top Valu Markets and Valu Plus Food WarehouseMark Kidd

52

1992

President, Mar-Val Food Stores, Inc.John D. Lang(1)

50



President & Chief Executive Officer, Epson AmericaJay T. McCormack

52

1993

Owner-Operator, Alamo Foods, Inc.; Co-owner, Glen Avon Apple MarketDouglas A. Nidiffer

53

2001

President and Chief Executive Officer, C&K Market, Inc.Morrie Notrica

73

1988

President and Chief Operating Officer, Joe Nortrica, Inc.Peter J. ONeal

58

1999

President, White Salmon Foods, Inc. and Estacada Foods, Inc.Michael A. Provenzano, Jr.

60

1986

President, Pro & Sons, Inc., President, Provo, Inc. and President, Pro and Family, Inc.Thomas S. Sayles(1)

52



Vice President, Governmental and Community Affairs, Sempra EnergyGordon E. Smith

57

1999

President, Marlea Foods, Inc., operating Veronica Sentry MarketMimi R. Song

45

1998

President and Chief Executive Officer, Super Center Concepts, Inc.Robert E. Stiles

63

1999

President, Gelsons MarketsKenneth Ray Tucker

55

1999

President, Evergreen Markets, Inc.Richard L. Wright

65

1999

President, Wrights Foodliner, Inc.





|(1) |  | Nominee for election.
|--- |  | ---------------------






2




---




The following table sets forth certain information about executive, senior and other officers that have direct
financial reporting responsibilities.





Officers Name

Age

Principal Occupation During Last Five YearsAlfred A. Plamann

60

President and Chief Executive Officer since February 1994.Robert M. Ling, Jr.

45

Executive Vice President, General Counsel and Secretary since November 1999; Senior Vice President, General Counsel and Secretary, August 1996 to November 1999; Vice
President and General Counsel, April 1996 to August 1996.Richard J. Martin

57

Executive Vice President, Finance & Administration and Chief Financial Officer since November 1999; Senior Vice President and Chief Financial Officer, May 1998 to
November 1999; previously Executive Vice President and Chief Financial Officer, Rykoff-Sexton, Inc. through December 1997 when it merged with J.P. Foodservice to form US Foodservice and Executive Vice President Finance and Administration of US
Foodservice through January 1998.Daniel J. Murphy

56

Senior Vice President, Retail Support Services and President, SavMax Foods, Inc., since July 2001; Senior Vice President, Retail Support Services, October 2000 to June
2001; Vice President of Merchandising, HomeGrocer.com, May 1999 to September 2000; Vice President of Retail Client Services, Interact Electronic Marketing, Inc., October 1998 to May 1999; Vice President, Super Fresh Food Markets, October 1997 to
October 1998, Vice President, Sales and Merchandising, Wakefern Food Corp., July 1989 to October 1997.Philip S. Smith

52

Senior Vice President, Procurement since November 1999; Vice President, Procurement, October 1997 to November 1999; Executive Director, Purchasing, July 1997 to October
1997; General Manager, Northern California, June 1996 to July 1997.Rodney L. VanBebber

47

Senior Vice President, Distribution since January 2000; Group Vice President, Distribution, Ralphs Grocery Company 1996 to January 2000.William O. Coté

45

Vice President, Controller since November 1999; Director of Accounting prior to November 1999.Joseph A. Ney

54

Vice President, Insurance since November 1998; President, Grocers and Merchants Insurance Services, Inc., Springfield Insurance Company, and Springfield Insurance
Company, Ltd. Prior to November 1998.





Section 16(a) Beneficial Ownership Reporting Compliance





No officer or director failed to file a report required by Section 16(a) of the Securities Exchange Act of 1934 on a timely basis during the most recent fiscal year or
prior fiscal years except that based solely on a review of Forms 3, 4 and 5 furnished to the Company by officers and directors of the Company, late Forms 4 or 5 were filed by John Berberian, Morrie Notrica and Michael Provenzano.




3




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Item 11.    EXECUTIVE COMPENSATION





COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS





Compensation Committee Interlocks and Insider Participation





The Companys Executive Compensation Committee consists of
Mark Kidd, Committee Chairman, and Directors John Berberian, Jay McCormack, Morrie Notrica, Gordon E. Smith and Mimi R. Song as well as ex-officio member and Chairman of the Board, Louis A. Amen. Arthur Reicher, who is a consultant to the Board of
Directors, serves as an advisor to the Committee. As Chairman of the Board of Directors, Mr. Amen is an officer under the Bylaws of the Company, although he is not an employee and does not receive any compensation or expense reimbursement beyond
that to which he is entitled in his capacity as a director or committee member.





In the course of its business, the Company has made loans to and
issued loan guarantees for the benefit of members, entered into lease guarantees, subleases, and leases with members, made direct investments in members and entered into supply agreements with members. Refer to Item 13. Certain Relationships
and Related Transactions for a description of transactions the Company has entered into with certain member-patrons with which members of the Executive Compensation Committee are affiliated.





REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION





The Report of the Executive Compensation Committee of the Board of Directors shall not be deemed filed under the Securities Act of 1933 or under the Securities Exchange Act of 1934.





The principal components of the Companys executive compensation program consist of an annual salary, an annual cash bonus the payment of which is dependent upon the
Companys performance during the preceding fiscal year, and certain pension, health insurance, retirement and life insurance benefits.





Salary.The Executive Compensation Committee is responsible for the review of salary recommendations made by the Chief Executive Officer (CEO) for each officer. Such review is conducted in closed session
and, with the exception of the CEO, without management personnel being present. This process centers on the Executive Compensation Committees consideration of the CEOs evaluation of individual officers based on various subjective and
objective criteria. The criteria includes the CEOs perception of officer performance against individual officer responsibilities and goals, the relative value and importance of individual officer contributions toward organizational success,
relative levels of officer responsibilities, changes in the scope of officer responsibilities, officer accomplishments and contributions during the preceding fiscal year and the overall financial results for the Company during the previous fiscal
year. Salary levels so established for the fiscal year ended September 28, 2002 for the named executives are reflected in the Summary Compensation Table.





The Executive Compensation Committee sets the CEOs salary based on its assessment of the CEOs performance in light of the policies and considerations discussed directly above. The Executive Compensation Committee has
determined that the annual salary of the CEO beginning in December 2003 would be increased by $50,000 to $550,000.





Annual
Bonuses.In recognition of the relationship between Company performance and enhancement of shareholder value, Company officers may be awarded annual cash bonuses. Company officers other than the CEO are eligible for
bonuses pursuant to an annual incentive plan for senior management. The plan uses a performance matrix to determine an earned incentive, expressed as a percent of base salary. The plan provides for the annual determination of a target bonus, a
maximum bonus and performance levels below which no bonus is paid. The performance measures for fiscal 2002 were pre-patronage dividend income and revenue growth. The earned incentive determined by these performance measures, as may be adjusted at
the discretion of the CEO, is awarded as a bonus. The CEO may raise or lower the bonus, up to a maximum of 25% percent of the earned incentive, based on individual contributions to the overall performance of the Company. Under the Plan, no bonuses
were awarded for fiscal year 2002. In recognition of extraordinary performance in difficult circumstances over a significant period of time, the Board of Directors authorized the CEO to distribute bonuses in the aggregate amount of approximately
$250,000 to officers and other employees. The CEO may use his discretion in distributing the bonuses using subjective factors such as effort and resolve.




4




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The CEOs bonus is determined by the Executive Compensation Committees score of Company performance and
CEO performance against specified criteria and performance targets. The criteria and performance targets are established by the Board of Directors at the beginning of the fiscal year. Company performance is determined by the weighted average of
certain objective criteria (pre-patronage dividend income, capital adequacy and asset utilization), and scored against specified performance targets. CEO performance is scored based on the weighted average of certain subjective criteria (CEO
leadership with the Board of Directors, CEO leadership with senior management, CEO impact on industry and community and performance of senior management as a team). In recognition of the CEOs leadership efforts, the Board of Directors
in January 2003 authorized the payment of a bonus to the CEO in the amount of $50,000.





Bonuses awarded to named executives in the prior two fiscal
years are disclosed in the Summary Compensation Table.





Benefits.Consistent with the objective of attracting and
retaining qualified executives, the compensation program includes the provision of pension benefits to Company employees, including officers, under the Companys defined benefit pension plan, which is described in connection with the Pension
Plan Table. The Company also provides additional retirement benefits to its officers pursuant to an Executive Salary Protection Plan II (ESPP II), which is described in connection with the Pension Plan Table. In addition, Company
employees, including officers, may defer income from their earnings through voluntary contributions to the Companys Employees Sheltered Savings Plan adopted pursuant to Section 401(k) of the Internal Revenue Code and the Companys
Amended and Restated Deferred Compensation Plan which is a nonqualified plan. In the case of those employees who elect to defer income under these plans, the Company makes additional contributions for their benefit. The amount of these additional
contributions made during fiscal year 2002 for the benefit of the CEO and other named executive officers is set forth in the footnotes to the Summary Compensation Table.





Executive Compensation Committee Members





Mark Kidd, Chairman


John Berberian


Jay McCormack


Morrie Notrica


Gordon E. Smith


Mimi R. Song





Executive Officer Compensation





The following table sets forth
information respecting the compensation paid during the Companys last three fiscal years to the President and Chief Executive Officer and to certain other executive officers of the Company.





Summary Compensation Table





Annual CompensationName and Principal Position

Fiscal Year

Salary($)

Bonus($)

All other Compensation($)Alfred A. PlamannPresident and Chief Executive Officer

2002

500,000

0

33,670
(1)2001

500,000

0

40,4102000

500,000

0

41,885Richard J. MartinExecutive Vice President, Finance and Administration and

2002

277,019

0

18,559
(2)Chief Financial Officer

2001

270,000

0

21,7092000

266,154

0

20,756




5




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Annual CompensationName and Principal Position

Fiscal Year

Salary($)

Bonus($)

All other Compensation($)Robert M. Ling, Jr.Executive Vice President, General Counsel and Secretary

2002

271,442

0

21,362
(3)2001

245,000

0

19,0592000

237,115

0

18,513Charles J. Pilliter(4)Executive Vice PresidentSales and Marketing

2002

246,366

0

28,209
(5)2001

240,000

0

19,3622000

234,231

0

18,779Daniel J. Murphy(6)Senior Vice PresidentRetail Support Services

2002

208,269

0

13,202
(7)2001

184,615

0

0Philip S. SmithSenior Vice PresidentProcurement

2002

201,058

0

16,133
(8)2001

180,000

0

14,2492000

173,269

0

7,633





|(1) |  | Consists of a $15,269 Company contribution to the Companys Employees Sheltered Savings Plan, a $13,785 Company contribution to the Companys Amended and
Restated Deferred Compensation Plan, and $4,616 representing the economic benefit associated with the Company paid premium on the Executive Life Plan.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Consists of a $11,934 Company contribution to the Companys Employees Sheltered Savings Plan, a $4,839 Company contribution to the Companys Amended and
Restated Deferred Compensation Plan, and $1,786 representing the economic benefit associated with the Company paid premium on the Executive Life Plan.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Consists of a $12,046 Company contribution to the Companys Employees Sheltered Savings Plan, $8,612 Company contribution to the Companys Amended and
Restated Deferred Compensation Plan, and $704 representing the economic benefit associated with the Company paid premium on the Executive Life Plan.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Mr. Pilliter resigned from the Company effective August 30, 2002.
|--- |  | -----------------------------------------------------------------

|(5) |  | Consists of a $10,153 Company contribution to the Companys Employees Sheltered Savings Plan, a $16,803 Company contribution to the Companys Amended and
Restated Deferred Compensation Plan, and $1,253 representing the economic benefit associated with the Company paid premium on the Executive Life Plan.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Mr. Murphy was hired on October 23, 2000.
|--- |  | -----------------------------------------

|(7) |  | Consists of a $12,591 Company contribution to the Companys Employees Sheltered Savings Plan and $611 representing the economic benefit associated with the
Company paid premium on the Executive Life Plan.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Consists of a $7,779 Company contribution to the Companys Employees Sheltered Savings Plan, a $7,502 Company contribution to the Companys Amended and
Restated Deferred Compensation Plan, and $852 representing the economic benefit associated with the Company paid premium on the Executive Life Plan.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




The Company has a pension plan (the Pension Plan) which covers its non-union and executive employees. The Pension Plan consists of two components, a defined benefit plan based on final average compensation and a
cash balance plan. The defined benefit portion of the Pension Plan provides benefits based on years of service through December 31, 2001 and final average compensation. Effective January 1, 2002, the cash balance plan was added to the Pension Plan
for post January 1, 2002 accruals. Benefits under the Pension Plan are equal to the sum of the benefits under the defined benefit portion, plus benefits that accumulate under the cash balance portion beginning on January 1, 2002. There is no offset
under the Pension Plan for Social Security.





As of December 31, 2001, years of service under the defined benefit portion of the Pension Plan were
frozen and will no longer increase. Employees will receive benefits under the defined benefit portion based on years of service as frozen and final compensation, which may increase. As of December 31, 2001, credited years of service under the
defined benefit portion of the Pension Plan for named executive officers were: Mr. Plamann, 12 years; Mr. Martin, 3 years; Mr. Ling, 5 years; Mr. Pilliter, 25 years, Mr. Murphy, 1 year and Mr. Smith, 7 years. Benefits accrued under the
defined benefit portion will be paid as an annuity.




6




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The cash balance portion of the Pension Plan is expressed in the form of a hypothetical account balance.
Commencing at the end of 2002 and annually thereafter, a participants hypothetical cash balance account will be increased by (i) pay credits based on a percentage of compensation for that year, from 4% to 10% based on years of service and age,
and (ii) interest credits based on the participants hypothetical account balance at the thirty year U.S. Treasury Bond rate, with a minimum guaranty of 5%. Benefits under the cash balance portion of the plan are generally stated as a cash
balance account value and will be distributed as an annuity. No hypothetical account balances of employees have been credited with any pay credits or interest credits.





The Companys Executive Salary Protection Plan II, as amended (ESPP II), provides additional post-termination retirement income based upon the participants salary and years of service. The funding for
this benefit is facilitated through the purchase of life insurance policies, the premiums for which are paid by the Company.





ESPP II is targeted
to provide eligible officers with a retirement benefit at age 62, which for a period of 15 years, when combined with the Pension Plan payments, would equal up to 65% of a participants final salary, based on formulas which include years of
service and salary. Employees become eligible for ESPP II after three years of service as an officer of the Company at the level of Vice President or above. Upon eligibility, officers receive credit for years of service with the Company at a rate of
5% per year up to a maximum of 13 years. Officers first elected after December 1998 receive credit only for years of service as an officer. Payments under ESPP II are discounted for executives who retire prior to age 62. As of December 31, 2002,
credited years of service under ESPP II for named executive officers were: Mr. Plamann, 13 years; Mr. Martin, 4 years; Mr. Ling, 6 years; Mr. Murphy, 2 years; and Mr. Smith, 8 years.





The following table illustrates the estimated annual benefits under the combined defined benefit portion of the Pension Plan and the ESPP II plan. The amounts shown represent annual compensation payable on a
straight-life basis with respect to the benefits under the defined benefit portion and a 15 year annuity with respect to the benefits under the ESPP II for qualifying executives with selected years of service as if such executives had retired on
September 28, 2002 at age 65.





Pension Plan Table





Years of ServiceRemuneration

5 Years

10 Years

15 Years

20 Years

25 Years

33 Years100,000

$
25,978

$
51,955

$
67,933

$
68,910

$
69,888

$
71,452130,000

$
33,819

$
67,594

$
88,391

$
89,688

$
90,985

$
93,060160,000

$
41,740

$
83,481

$
109,221

$
110,963

$
112,703

$
115,488190,000

$
49,240

$
98,481

$
128,721

$
130,463

$
132,203

$
134,988220,000

$
56,740

$
113,481

$
148,221

$
149,963

$
151,703

$
154,488250,000

$
64,240

$
128,481

$
167,721

$
169,463

$
171,203

$
173,988300,000

$
76,740

$
153,481

$
200,221

$
201,963

$
203,703

$
206,488350,000

$
89,240

$
178,481

$
232,721

$
234,463

$
236,203

$
238,988400,000

$
101,740

$
203,481

$
265,221

$
266,963

$
268,703

$
271,488450,000

$
114,240

$
228,481

$
297,721

$
299,463

$
301,203

$
303,988500,000

$
126,740

$
253,481

$
330,221

$
331,963

$
333,703

$
336,488





Executive Employment, Termination and Severance Agreements





The Company has an employment agreement with Alfred A. Plamann, the Companys President and Chief Executive Officer. The term of Mr. Plamanns contract is three
years, currently expiring on September 29, 2003. The term will be extended automatically for successive one year terms on each anniversary of the contract unless either party has given notice of an intention to terminate at least eleven months prior
to such anniversary date. Under the contract, Mr. Plamann serves as the Companys President and Chief Executive Officer and receives a base salary, currently $550,000, subject to annual review and upward adjustment at the discretion of the
Board of Directors. Mr. Plamann is also eligible for annual bonuses, up to a maximum of 60% of base salary, based on performance criteria established by the Board of Directors at the beginning of each fiscal year. Additionally, Mr. Plamann will
receive employee benefits such as life insurance and Company pension and retirement contributions. The contract is terminable at any time by the Company, with




7




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or without cause, and will also terminate upon Mr. Plamanns resignation, death or disability. Except where termination is for cause or is due to Mr. Plamanns resignation (other than a
resignation following designated actions of the Company or its successor which trigger a right by Mr. Plamann to resign and receive severance benefits), death or disability, the amended contract provides that Mr. Plamann will be entitled to receive
his highest base salary during the previous three years, plus an annual bonus equal to the average of the most recent three annual bonus payments, throughout the balance of the term of the agreement. Mr. Plamann would also continue to receive
employee benefits such as life insurance and Company pension and retirement contributions throughout the balance of the term of the agreement.





The
Company and Messrs. Ling and Martin have executed severance agreements. Each agreement provides for severance payments in the event the executives employment is terminated (i) by the Company other than for cause, death or extended disability,
(ii) by the executive for good reason, or (iii) by the executive without cause within 12 months following a change in control. The severance payment is equal to two times the highest annual base salary in the three years prior to termination plus
two times the highest annual incentive bonus paid during that three year period. In the event of the occurrence of the specified termination events, the executive is also entitled to Company payment of COBRA health insurance premiums until the
earlier of 24 months or the cessation of COBRA eligibility and coverage.





The Company and Messrs. Murphy and Smith have also executed severance
agreements providing a severance benefit equal to one years salary and bonus based on the highest annual salary and the highest incentive bonus paid over the prior three years in the event of the occurrence of specified termination events.
These include termination (i) by the Company other than for cause, death or extended disability, and (ii) by the executive for good reason.





Officer Health Insurance Plan





The Board of Directors approved, effective January 1, 2001, a supplemental officer health
insurance benefit and an officer retiree medical plan for officers and their eligible dependents. Pursuant to the Supplemental Officer Health Insurance Plan, officers will be eligible for payment by the insurance plan of the portion of covered
expenses not covered under the Companys health insurance plan. Under the Officer Retirement Medical Plan, officers who are at least 55 years of age and have seven years service with the Company as an officer will be eligible to participate in
the Officer Retirement Medical Insurance Plan following termination of employment. Former officers (and surviving spouses) must enroll in Medicare Parts A and B when they reach age 65 at which time Medicare becomes the primary carrier and the
Officer Retiree Medical Plan becomes secondary. Active officers will continue to be obligated to pay the regular premium for the Company health insurance plan they have selected.





Officer Disability Insurance





The Board of Directors approved, effective January 1, 2001, a
supplemental disability insurance plan for officers that provides 100% of their pre-disability base salary while on a disability leave for up to 2 years. This disability coverage will be coordinated with existing sick leave, state disability
insurance, short-term disability insurance, and long-term disability plans available to all employees so that the officer disability insurance is a supplemental benefit. During the first 6 months of disability, state disability insurance and
short-term disability insurance pays 662/3% of the employees salary and officer disability insurance pays 331/3%. After six months of disability, state disability insurance and long-term disability insurance pays 50% of the
employees salary and officer disability insurance pays the remaining 50%.





Director Compensation





The Board of Directors suspended payment of director fees for a one-year period beginning with the Companys Annual Meeting in 2002. Beginning with the
Annual Meeting in 2003, each Shareholder-Related Director will receive an annual payment of $7,500 as compensation for service as a director of the Company and a member of any Board committees and subsidiary Boards, if applicable. Directors that are
not Shareholder-Related Directors will receive an annual payment of $35,000 as compensation for service as a director of the Company and a member of any Board committees and subsidiary Boards, if applicable. In recognition of the additional duties
and responsibilities attendant with such positions, the Chairman of the Board will receive annual compensation of $12,500, and each Vice Chairman will receive annual compensation of $10,000. In addition, directors are reimbursed for Company related
expenses.




8




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CUMULATIVE TOTAL SHAREHOLDER RETURN





The
following graph sets forth the five year cumulative total shareholder return on the Companys shares as compared to the cumulative total return for the same period of the S&P 500 Index and the Companys Peer Group. The Peer Group
consists of The Fleming Company, Inc. and Nash Finch Company. For fiscal year 2001 the Peer Group consisted of Roundys, Inc., a retailer-owned wholesale grocery distributor and retailer. In 2002 Roundys was acquired in a going private
transaction and per share book value is no longer publicly available. The Company has selected publicly held wholesale grocers as peer issuers for fiscal 2002. The Companys shares are purchased and sold based on the book value of such shares
as of specified dates. Since the value of the Company shares in the graph is based solely on changes in the book value of such shares while the graph values for S&P 500 Companies and the Peer Group companies are determined through public market
trading activity, which typically establishes value by way of factors other than or in addition to book value, the Company believes that the graph comparison is not on a comparable basis and is not meaningful.





Comparison of Five Year* Cumulative Total Return** Among Unified Western Grocers, Inc.,


S&P 500 Index, and Peer Group





LOGO





|* |  | Fiscal years ended August 28, 1998, August 29, 1999, September 30, 2000, September 29, 2001 and September 28, 2002.
|- |  | -------------------------------------------------------------------------------------------------------------------

|** |  | Total return assumes reinvestment of dividends
|-- |  | ----------------------------------------------



9




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Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





PRINCIPAL STOCKHOLDERS





As of
January 15, 2003, no person was known by the Company to own beneficially more than five percent (5%) of the outstanding Class A Shares or Class B Shares of the Company.





SECURITY OWNERSHIP OF MANAGEMENT





The following table sets forth the beneficial ownership of the Companys
Class A Shares and Class B Shares, as of January 15, 2003, by each director and Shareholder-Related Director nominee, and their affiliated companies, and by all directors and their affiliated companies, as a group. No nominee who is not a
Shareholder-Related Director and no officer of the Company owns shares of any class of the Companys stock. A Shareholder-Related Director is a director who is a shareholder, partner, or member of a member-patron limited liability company,
respectively, or an employee of a member-patron.





Shares OwnedClass A Shares


Class B SharesName and Affiliated Company

No. Shares

% of Total Outstanding


No. Shares

% of Total OutstandingLouis A. Amen

100

0.14
%

10,435

2.18
%Super A Foods, Inc.David M. Bennett

100

0.14
%

2,644

0.55
%Mollie Stones MarketsJohn Berberian

100

0.14
%

8,686

1.81
%Berberian Enterprises, Inc.Edmund Kevin Davis

100

0.14
%

751

0.16
%Bristol Farms MarketsJames F. Glassel

100

0.14
%

195

0.04
%Pokerville Select MarketsDarioush Khaledi(1)

100

0.14
%

17,134

3.58
%K.V. Mart Co.Mark Kidd

100

0.14
%

2,289

0.48
%Mar-Val Food Stores, Inc.Jay McCormack(2)

300

0.42
%

1,954

0.41
%Douglas A. Nidiffer(1)

100

0.14
%

17,438

3.64
%C&K Market, Inc.Morrie Notrica

100

0.14
%

8,582

1.79
%Joe Notrica, Inc.Peter J. ONeal

100

0.14
%

181

0.04
%White Salmon Foods, Inc. and Estacada Foods, Inc.Michael A. Provenzano, Jr.

100

0.14
%

4,464

0.93
%Pro & Sons, Inc.Gordon E. Smith

100

0.14
%

297

0.06
%Marlea Foods, Inc., operating Vernonia Sentry MarketMimi R. Song(1)

100

0.14
%

21,166

4.42
%Super Center Concepts, Inc.Robert E. Stiles(3)

100

0.14
%

8,855

1.85
%Gelsons MarketsKenneth Ray Tucker

100

0.14
%

47

0.01
%Evergreen Markets, Inc.Richard L. Wright

100

0.14
%

2,813

0.59
%Wrights Foodliner, Inc.All Shareholder-Related Directors and their affiliated companies as a group

2,000

2.82
%

107,931

22.54
%


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|(1) |  | Elected by Class B Shareholders.
|--- |  | --------------------------------

|(2) |  | Mr. McCormack is affiliated with Glen Avon Foods, Inc., which owns 100 Class A Shares (0.14% of the outstanding class of shares) and 465 Class B Shares (0.10% of the
outstanding class of shares),
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10




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| | Yucaipa Trading Co., Inc., which owns 100 Class A Shares (0.14% of the outstanding class of shares) and 735 Class B Shares (0.15% of the outstanding class of shares) and Alamo Foods, Inc., which
owns 100 Class A Shares (0.14% of the outstanding class of shares) and 754 Class B Shares (0.16% of the outstanding class of shares).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Shares owned by Arden-Mayfair, Inc., parent corporation of Gelsons Markets. Mr. Stiles disclaims beneficial ownership of these shares.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------




Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





Members affiliated with directors of the Company make purchases of merchandise from the Company and also may receive benefits and services which are of the type generally offered by the Company to its
eligible members.





Since the programs listed below are only available to patrons of the Company, it is not possible to assess whether transactions
with members of the Company, including entities affiliated with directors of the Company, are less favorable to the Company than similar transactions with unrelated third parties. However, management believes such transactions are on terms which are
consistent with terms available to other patrons similarly situated.





A brief description of related party transactions with members affiliated
with directors of the Company follows (amounts in thousands):





Loans and Loan Guarantees





Unified provides loan financing to its member-patrons. The Company had the following loans outstanding at December 28, 2002 to members affiliated with directors of the
Company:





Director

Aggregate Loan Balance at
December 28, 2002

Maturity DateDarioush Khaledi

$
7,160

2004-2005David Bennett


2,000

2003Doug Nidiffer


658

2009Jay McCormack


496

2003-2006Michael A. Provenzano


1,998

2008Mimi R. Song


540

2003





On May 12, 2000, the Company loaned $7 million to K.V. Mart Co. (KV) which is payable
over a period of five years. The loan is secured by substantially all of the assets of KV, including leasehold deeds of trust on several parcels currently leased by KV Director Darioush Khaledi, shareholder Parviz Vazin and two entities to which
these individuals are related have guaranteed the obligations of KV under the loan. Coincident with the transaction, KV and the Company extended the term of their existing supply agreement until May 12, 2005. In December 2002, KV and the Company
agreed to modifications to the above, including amending the loan to require payment of interest only for the remaining term of the note with principal payment due at maturity. This transaction is subject to final documentation.





On July 5, 2000, the Company loaned $3 million to 1999 Lawndale Associates LLC (Lawndale), of which director Darioush Khaledi is an affiliate. This
loan was repaid in full in August 2002.





In December 2002, Grocers Capital Company (GCC), a subsidiary of the Company, loaned
approximately $2.0 million to an entity affiliated with director Michael A. Provenzano, Jr. to finance equipment and leasehold improvements for store expansion purposes. The note is due in December 2007 and bears interest at prime plus 2%. Interest
payments are required monthly and the principal is due at maturity.





The Company provides loan guarantees to its members. The Company has
guaranteed 22% of the principal amount of a third party loan to C&K Market, Inc. (C&K), of which director Douglas A. Nidiffer is a shareholder, director and officer. The original amount of this guarantee was $0.4 million. At
December 28, 2002, the principal amount of this guarantee was $0.3 million.




11




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GCC has guaranteed 10% of the principal amount of certain third-party loans to KV and KV Property Company of which
director Darioush Khaledi is an affiliate. The maximum amount of this guarantee is $0.7 million. At December 28, 2002, the principal amount of this guarantee was $0.2 million.





GCC has guaranteed 10% of the principal amount of certain third-party loans to companies owned by director Michael A. Provenzano, Jr. The maximum amount of this guarantee is $0.6 million. At December 28, 2002,
the guaranteed loan amounts totaled $0.4 million.





Lease Guarantees and Subleases





The Company provides lease guarantees and subleases to its member-patrons. The Company has executed lease guarantees or subleases to members affiliated with directors of the Company at December 28,
2002 as follows:





Director

No. of Stores

Total Current Annual Rent


Total Guaranteed Rent

Expiration Date(s)Darioush Khaledi

4

$
1,306

$
5,368

2004-2011Douglas A. Nidiffer

3


446


2,269

2006-2010Mimi R. Song

2


630


11,945

2020-2023Michael A. Provenzano

2


351


4,898

2016-2017John Berberian

2


310


1,367

2006-2007Richard L. Wright

1


264


1,176

2007David Bennett

1


193


305

2004Mark Kidd

1


121


716

2008





Sale and Purchase of Assets





On November 1, 2001, the Company signed an agreement with Super Center Concepts, Inc. (Super Center), of which director Mimi R. Song is affiliated. Under the agreement, the Company leased real
property to a limited liability company affiliated with principals of Super Center, which in turn will sublease the property to Super Center. Super Center has guaranteed all obligations of the limited liability company under the lease. In
consideration for the right to sublease the real property, the limited liability company paid $0.7 million to the Company. The lease expires in March 2023, subject to an option to extend the lease. Annual rent during the term is $0.4 million, and
commenced in June 2002. In addition, the Company and Super Center entered into a seven year supply agreement and a right of first refusal agreement with respect to certain of Super Centers operating assets and stock. The Company paid Super
Center a total of $2.0 million as consideration for entering into the supply and right of first refusal agreements.





Other Leases





The Company leases its produce warehouse to Joe Notrica, Inc., of which director Morrie Notrica is affiliated. The lease is for a term of five
years expiring in July 2003. Annual rent during the term is $0.3 million.





Supply Agreements





During the course of its business, the Company enters into individually negotiated supply agreements with members of the Company. These agreements require the member to
purchase certain agreed amounts of its merchandise requirements from the Company and obligate the Company to supply such merchandise under agreed terms and conditions relating to such matters as pricing and delivery. The Company has executed supply
agreements affiliated with directors of the Company at December 28, 2002 as follows:





Director

Expiration DateJay McCormack

12/31/2011Douglas A. Nidiffer

12/19/2010Mimi R. Song

12/20/2008Michael A. Provenzano

5/10/2005Darioush Khaledi

5/12/2005




12




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Direct Investment





At August 29, 1998, GCC owned 10% of the common stock of KV. The cost of the investment was approximately $3.0 million. The stock purchase agreement contained a provision which allowed KV to repurchase the shares upon certain terms
and conditions. In March 1999, KV exercised its repurchase rights under the agreement and purchased the shares for $4.5 million, payable in cash and in an interest-bearing note. The stock purchase agreement also provides that for a five-year period
commencing as of the date of the agreement, in the event of (i) a change of control of KV or (ii) a breach of the supply agreement by KV, KV shall pay the Company $0.9 million or an amount equal to the difference between 10% of the appraised value
of KV as of the approximate date of the agreement (as prepared by an independent third party appraisal firm) and $4.5 million, whichever is greater.





On December 19, 2000, the Company purchased 80,000 shares of preferred stock of C&K Market, Inc. (C&K) for $8.0 million. Douglas H. Nidiffer, a director of the Company, is a shareholder, director and officer of
C&K. In connection with the stock purchase transaction, C&K executed a ten-year supply agreement and the shareholders of C&K granted to the Company a put with respect to the preferred stock, exercisable upon occurrence of designated
events including the nonpayment of permitted dividends or mandatory redemption payments. The preferred stock bears a 9.5% cumulative dividend rate, with cash payment of dividends deferred until November 15, 2002, and then payable only if permitted
by applicable loan agreements. The preferred stock is convertible into 15% of the common stock of C&K under certain circumstances.





The Company
is a member of RAF Limited Liability Company (RAF). The only other member was Wrights Foodliner, Inc., an entity controlled by director Richard L. Wright. Wrights Foodliner, Inc. was the managing member of RAF. In October
1999, the store was closed and the parties began the process of liquidating RAF in accordance with the terms of the limited liability company operating agreement. Pursuant to that agreement, the Company was obligated to fund a payment to
Wrights Foodliner, Inc. of approximately $0.4 million. The Company and Wright resolved issues relating to the liquidation and Unified agreed to credit Wrights RAF capital account for $0.1 million in fiscal 2000 and Wrights
Foodliner, Inc. provided Unified with releases. In fiscal 2002, the liquidation process was finalized with Unified receiving $0.2 million in liquidation value. The parties are in the process of dissolving RAF.





Transactions with Executive Officers





On October 1, 1999, to
facilitate Executive Vice President Charles J. Pilliters relocation to Southern California, the Company loaned to Mr. Pilliter $0.1 million, pursuant to a four year note secured by a deed of trust, with interest at a rate of 7% per annum,
interest only payable in arrears on January 15, 2000, January 15, 2001, January 15, 2002, January 1, 2003, and on maturity. Mr. Pilliter resigned from the Company effective August 30, 2002 and the note was repaid subsequent to the fiscal year
ended September 28, 2002.





In December 2000, to facilitate Senior Vice President Daniel J. Murphys relocation to Southern California,
the Company loaned to Mr. Murphy, pursuant to a note, $0.1 million with interest at 7.0% per annum.




13




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SIGNATURE





Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.





UNIFIED WESTERN GROCERS, INC.By

/s/    ROBERT M. LING, JR.January 27, 2003





Robert M. Ling, Jr.Executive Vice President, General Counseland Secretary




14




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Chief Executive Officer Certification





I,
Alfred A. Plamann, President and Chief Executive Officer of Unified Western Grocers, Inc., certify that:





|1. |  | I have reviewed this Annual Report on Form 10-K/A of Unified Western Grocers, Inc.; and
|-- |  | ---------------------------------------------------------------------------------------




|2. |  | Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Dated:    January 27, 2003


By:

/s/    ALFRED A. PLAMANNAlfred A. Plamann President and Chief Executive
Officer(principal executive officer)




15




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Chief Financial Officer Certification





I,
Richard J. Martin, Executive Vice President, Finance and Administration and Chief Financial Officer of Unified Western Grocers, Inc., certify that:





|1. |  | I have reviewed this Annual Report on Form 10-K/A of Unified Western Grocers, Inc.; and
|-- |  | ---------------------------------------------------------------------------------------




|2. |  | Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Dated:    January 27, 2003


By:

/s/    RICHARD J. MARTINRichard J. Martin Executive Vice President,
Finance andAdministration and Chief Financial Officer(principal financial and accounting officer)




16