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THE CUBA FAMILY ARCHIVES FOR SOUTHERN JEWISH HISTORY AT THE BREMAN MUSEUM

MSS 70, ASSOCIATED GROCERS CO-OP INC. RECORDS

Archives

BOX 2, FILE 8

BOARD OF DIRECTORS MEETNG JANUARYFamily 1969 – DECEMBER 1969

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MINUTES OF BOARD OF DIRECTORS MEETING~ JANUARY '20, 1969

A meeting of the Board of Directors was held on the above date. All board members I were present. Mr. J. D. Daniel, Chairman, called the meeting to order. Minutes of the previous meeting, held December 9, were read. After reading same the minutes were approved as read. Supplementing the previous minutes, the following report was rendered on the build­ ing, bids, etc.: The following four companies sent in bids: Basic Construction Company, Newport News, Virginia Brice Building Company, Birmingham, Alabama J. A. Jones Construction Co., Inc., Charlotte, N. C. McDonough Construction Company, Atlanta, Georgia The Building Committee and architects met on December 20 to receive and open the bids. The basic bids, including alternates, ranged from a high of $4,111 ,000 to a low of $3,809,000. The high was submitted by J. A. Jones Construction Company, and the low by Brice Building Company. To these bids the cost of the walls, grading, architects fees are to be added - an approximate additional cost of $1 ,096,000. None of the bids included the alternate of leaving out insulation. Archives At this meeting no decision was reached except that letter was written to each company asking for additional information, such as the cost of insulation and cer­ I tain type of floor. Answers to this were requested by December 27. It was con­ cluded to have a meeting on that date. A meeting was held on the above date receiving the replies. The cost of insula­ tion ranged from a low of $350,100 to a high of $465,000. On the revised figures Brice Building Company was the lowest bidder: next low­ est was McDonough Construction Company. Leaving out refrigeration and insulation, but including an estimate for grading, architects fees and tilt-up walls, the cost from Brice is $4,~19,515, and from McDonough Construction Company $4,158,980. The cost of insulation/refrigeration from Brice is $871,000 and from McDonough is $836,000. Family Management of A/G feels that it can contract for refrigeration/insulation direct, which is not according to the architect's specification, but wi 11 serve the same purpose and will be as efficient, at a saving of between $200/250,000. This was discussed at length at this meeting. The following was concluded at t ·s meeting: ~ To present the plans received by A/G to the architect for his .review and receive his opinion on it; to advise Mr. Brice to come to a meeting to be held January 7 to discuss the possibilities of obtaining various reductions from his bid price. A meeting was held on January 7, at which time the architect, Building Committee, Mr. Brice and Mr. Aaron, of Brice Building Company, were present. Mr. Brice stated that there were no reductions he could make on his part of the work as the figures I Cubahe had included in the bid were such that no further reduction was possible; however, he did state that he would discuss this with his sub-contractors, such as for heating, plumbing and electrical. Various matters were discussed with the MINUTES, JANUARY 20,1969 Page 2 hopes of reducing the price. It was concluded that Brice shall receive a letter of intent that he will be awarded the contract, subject to obtaining a commitment for financing. It was concluded that another meeting be held January 14, at which time I Mr. Brice would advise the results from conferences he would hold with his sub­ contractors. r'i At this meeting the fol lowing were present: 0 "° /}' --- Bob Burton and the mechanical and electrical engineer from the architectural firm, Representatives from Brice Building Company, The electrical sub-contractor and The plumbing sub-contractor, which covers plumbing, air conditioning, heating and ventilation. The Building Committee was not present at this meeting. The plumbing sub-contractor offered various substitutions, mostly in the type of material: some were accepted and others were not. The net saving due to these substitutions amounts to $14,280. The electrical sub-contractor offered various minor changes creating a saving of $8,900, or a total saving of $23,180. The proposal from Lewis Refrigeration Company which was sent to Ballinger was dis­ cussed. The mechanical engineer pointed out t he differencesArchives of Lewis' proposal, which is based on an ammonia system, as opposed to Freon 502 system, as specified by the architect. Apparently, these are two completely different systems which will I require different types of equipment, and the method of operation is also different. The mechanical engineer is of the opinion that it will do the work, but that it is not as good a system as Freon. There was some discussion of Ballinger preparing specifications for an ammonia system. The architect did not have time to review the refrigeration proposal received from Hussmann-Frick, nor did they have time to review the alternate proposal on the insulation. These two subjects were discussed at length without reaahing any de­ cision. Additional matters were discussed with the objective of creating savings, but it seemed there were not any areas where savings could be created. There are possi­ bilities that if all ofFamily the refrigeration equipment is placed in one location, instead of as specified by the architect, and by eliminating the mezzanines, some savings might be created in the electrical and plumbing work - if the changes are made. The contractor was given a letter of intent, as per decision of the Building Com­ mittee a.fttt meeting held January 7. ~ After rendering the report on the building, a lengthy discussion was held pertain­ ing to Management suggesting that serious consideration shall be given to not accepting the refrigeration and insulation system as proposed by the architect, and that A/G shall contract separately for this and let the general contractor coordi­ I Cubanate and supervise same. The following report was rendered as to the tentative proposal of financing the MINUTES, JANUARY 20, 1969 Page 3 I building. Equitable Assurance Society will recommend a loan of $3 ~ Million at 8% interest: hence, assuming the cost of the building is $5 Million, will obtain first mort­ gage of $3~ Million &borrow $1~ Million from Fulton National Bank. A/G has al­ ready financed for grading, tilt-up walls and architectural fee an amount of $350,000. This is a total of $5,100,000. Conference is to be held with Fulton National Bank pertaining to the above. If the present building is sold, it is agreed that the proceeds from the sale to A/G will be approximately $1 Million, of which part or all of it can be applied to repay Fulton National Bank. The intention is to pay out the Fulton National Bank for a period of three years. This does not include any equipment. APPLICATIONS AND RESIGNATIONS Applications # 26 - B & L Grocery #120 - Cochran Grocery Thompson Bridge Road - Rt. 12 Rt. 5 - Athens Highway Gainesville, Georgia Gainesville, Georgia W. L. Stewart & B. G. Eades Jewell L. & Bobby Cochran, Partners Phone LE 4-9221 ArchivesPhone 534-9182 #334 - Givorn's Super Market #806 - Self-Service Grocery I Route 1 725 Bankhead Highway Lanett, Alabama Atlanta, Georgia Michael G. Givorn Charles M. Batts Phone 576-2267 Phone TR 4-6545 Reinstated: Has been in Temp. Susp. since 7-16-8 #825 - Sheriff's Foodland #915 - Tenneco Top Ten Store #10809 422 Big A Road Collier & DeFoors Ferry Rd, N.W. Toccoa, Georgia Atlanta, Georgia Charles Sheriff Phone 886-3742 #924 - Tenneco Top Ten FamilyStore #11209 #932 - Tenneco Top Ten Store #11809 Sheridan Rd & Briarcliff Rd, NE E.Ponce de Leon Ave at Mell Ave,NE Atlanta, Georgia Atlanta, Georgia #931 - Tenneco Top Ten Store #11709 Lavista Rd & Cooledge Rd, NE Atlanta, Georgia Resignations # 70 - Batson's Super Market #121 - Self-Service Grocery Highway 441 725 Bankhead Avenue I CubaDemorest, Georgia Atlanta, Georgia MINUTES, JANUARY 20, 1969 Page 4

#164 - Community Grocery #319 - Gaines Grocery Route 5 Route 7 I Phenix City, Alabama Gainesville, Georgia #449 - Fayco Super Market, Inc. #503 - Krick Brothers Grocery Highway 85 South 556 Auburn Avenue, NE Fayetteville, Georgia Atlanta, Georgia #537 - Julius Lev #608 - Mitchell Maloof Grocery t~r,./"- 302 Forrest Avenue, NE 1977 Boulevard Drive, SE Atlanta, Georgi a Atlanta, Georgia #791 - Shatz Food Store #793 - Satellite "3 in l" Food Store 294 Angier Avenue, NE 1009 Piedmont Avenue, NE Atlanta, Georgia Atlanta, Georgia (Temp. Susp. since 6-12-67) #828 - Joe Slutsky 891 Cherokee Avenue, SE Atlanta, Georgia It was reported that a letter was written to Satellite "3 in l" Food Store refusing their applicatiol'}, and the checks received for initial payment on stock, etc. were returned. The reason for this was that their opening order amounted to only $700. The Board concurred with this action. Archives It was reported to the Board that the food industry in Atlanta, spearheaded by the I Food Brokers Association, is establishing a Chair of Food Marketing & Distribution at Georgia State. The Board of Regents approved this; however, to obtain the person to head this department will require a subsidy of $30,000 from the food industry for a period of three years. A/G is asked to pledge its fair contribution. After some discussion, it was unanimously concluded that we pledge $600 for a period of three years - or $200 each year. A letter from Edward E. Dorsey of Powell, Goldstein, Frazer & Murphy, pertaining to the U. S. Fire Insurance Company denying the claim filed for inventory shortage for the past two years ending June 30, 1968, was read to the Board. The contents were such that, in the opinion of the attorney, the possibilities of our recovering if a suit is filed is very doubtful. It is questionable whether the expense in­ volved will be justifiable. Mr. Dorsey is asking direction of action from A/G. It was concluded to adviseFamily the attorney not to pursue in filing suit; also to advise him that he shall pursue on those cases where money can be collected. A detail report pertaining to the operations and consultants was rendered to the Board. Management is ery cfuud'l) dissatisfied as of now with the results and, apparently, the problems that the changes-are creating. A conference was held with the consult- ant today pertaining to matters of this nature.Ji!'. For the past several weeks the operations caused insurmountable ill morale and attitude among the employees. Also, the inefficient service in delivery, out-of-stock condition, etc. G~Q~erning th members creates a terribly ill image on Management of A/G Improper and uncalled-for comments being made by members, which may include Board members and employees, certainly do not help, nor will they correct the situation. It creates more ill I Cubamorale and attitude all through the organization, including members and employees. These various problems were discussed at length, including some facets of the produce MINUTES, JANUARY 20, 1969 Page 5

operation,l such as pr1c1ng and quality ) It seemed that the consensus of the Board I was that some of these problems and discussions should not even be discussed at the Board of Directors meeting. In most instances they are exaggerated and trivial. In other instances problems of this nature should be referred to the proper per­ son in Management. They are Management problems and it is up to Management to get them straightened out, taking into consideration the physical conditions. Several Board members participated in general in this discussion. The condensed interim unaudited report for the past six months was distributed to the Board members. It was further reported that, based on physical inventory taken at the end of December, no unusual inventory shortages were reflected in the report. At this time the meeting adjourned. Respectfully submitted,

{ Jack Maziar, SecretaryArchives I JM/cb

NOTE: Mr. Daniel announced the following appointees to the Nominating Committee:

Walter Payne; Donald Danneman; A1 Crook Family

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c~ -- -- ~ · -- a~~ Cuba·_ - ~ - I ~~/) l/"° - I . 6?J. hfl, 1(, - ~ / S' I /)tJ . I MINUTES OF BOARD OF DIRECTORS MEETING, HELD FEBRUARY 17, 1969

A meeting of the Board of Directors was held on the above date. Messrs. Ed I Salmon and Roger Parker were absent. Mr. J. D. Daniel, Chairman, called the meeting to order. The minutes of the previous me eting, held January 20, 1969, were read. There being no corrections or omissions, the minutes were approved as read. The following matters were reported and transacted at this meeting: A report on the Building Committee meeting held On February 11, 1969. Copy of this report is attached to these minutes and are made a part of same. After some discussion, upon motion made and duly seconded that the report and recommendations of the Building Committee was accepted and approved in its entirety. It was reported to the Board that the C.F.D.A. Convention will be held in Miami, Florida April 20 through 23. The Board was asked as to what action they wish to take pertaining to board members attending the convention. After some dis­ cussion, upon motion made, duly seconded and unanimously adopted, it was con­ cluded that the same procedure be used this year as in the past. For the benefit of the new board members, any board member who wishes to attend the convention, AG will pay the registration fee, transportation and hotel bill for the days of the convention (three days) for the board member only. The expenses of the President, the Manager and the Manager's Wife are to be paid in full. Payment of the expenses of the Manager's Wife is made as her services are requiredArchives for planning and acting I as hostess for the board members and their Wives. Interim financial report for the period ending February was distributed and reported to the Board. APPLICATIONS AND RESIGNATIONS Applications: #109 - Corcoran Super Market #116 - Doug's Market Fort Mitchell (1 Bowden Street Alabama Douglasville, Georgia #666 - Municipal Grocery,Family Inc. #785 - Seale Road Superette 209 Edgewood Avenue, N.E. 300 S. Seale Road Atlanta, Georgia Phenix City, Alabama #826 - South Cobb Shoppette 2985 Austell Road Austell, Georgia Resignations:

# 30 - B & L Grocery #142 - Clark's Food Fair No. 2 209 Edgewood Avenue, N.E. 2132 Campbellton Road, S.W. I CubaAtlanta, Georgia Atlanta, Georgia #468 - Harold Joiner All Johnny Reb Food Stores in Bowden Street the greater Atlanta/Rome, Ga. Douglasville~ Georgia qreas (38 ~tores) MINUTES ..... - 2 - February 17, 1969

I #520 - Hoxsie's Grocery #808 - South Cobb Shoppette Rt. l - Big Springs Road 2985 Austell Road LaGrange, Georgia Austell, Georgia #813 - Arthur's Shopping Center #825 - Sheriff's Foodland 562 English Avenue, N. W. Big A Road Atlanta, Georgia Toccoa, Georgia #844 - Stop 'N Go Market #13 664 N. Highland Avenue, N.E. Atlanta, Georgia The resignation of McTyre Grocery, J. E. McTyre, was discussed at length. It was concluded that this resignation be held in abeyance until the Manager and/ or a Board member can discuss this resignation with Mr. McTyre. After the con­ ference with him, and if he is still of the opinion that he wishes to resign, same shall be accepted. It was stated to the Board that Mrs. Jo Price, ex-employee, advised that she wishes for AG to disregard the letter dated December 4, 1968 received from the attorney representing her pertaining to claiming that AG is in violation of the Fair Labor Standards Act, etc. This was discussed with Mr. Bogart, and he would prefer receiving a letter from the attorney advising that he no longer represents Mrs. Price in this matter. Archives I After some discussion, it was concluded that due to long years of service, Mrs. Price is to receive severance pay in the amount of $2,500.00, which will include four weeks vacation pay. This is subject to Mr. Bogart's approval due to the fact that this matter is still in the hands of Mrs. Price's attorney. Under Good and Welfare, Colonial Stores' establishing a wholesale division was discussed. It was pointed out that AG's pricing policy is considerably more attractive than Colonial 's. A report was rendered on warehouse operations. At this time the meetingFamily adjourned.

Respectfully submitted, 7 ~ ~ r:~r.----~ 7Z::S Jack Mazi cf(, Secretary I CubaJM/cb . ~

I RESUME OF BUILDING COMMITTEE MEETING - FEBRUARY 11, 1969 The full committee was present. A review was made as to what has transpired up until now concerning the building and finances. A full report was rendered as to the co nference with Mr. Carl Floyd , with t he Fulton National Bank, four mon ths ago and t he co nference on January 21. In essence, at this conference, Mr . Floyd was very pessimistic as t o bu i lding at present due to high interest rate and tight money market. In fact, he stated t hat under the present money market conditions he cannot extend the $1 to $1 ~ Mill ion loan - nor can he .finance construction money. A detailed report of this is att ach ed. The committee was informed that we have an application from Equitable Assurance Society to be filled out and ma ke a deposit of $35,000 earnest money wi t h t he applicat ion. If Equitable approves the application and AG does not accept,t he earnest money is to be forfeited. A letter from Brown & Bent, copy of which is attached, was read to the committee and duplicate of same was handed to each committee member. Also, copy of this letter and proposal were mailed to the auditing firm and attorney for their evaluation. In view of this, the committee concluded to hold up _on the loan application to Eq.uitable Assurance Society. Archives I The committee was informated of the possibility that AG can dispose of the land at a price which would be equivalent to the additional cost of developing the land, pl us architects' fees and the present incurred liability of the tilt-up walls. If this amount of money cannot be realized, it is fairly positive that we can give up the idea of b ~ lding and may incur a loss of approximately $100,000. The Manager wanted di ~~ from the committee as to whether to pursue on this deal , abandon the ere.cti on of the building and revert to the idea of adding to the present building. ~ - ~ ~ cf f}F- IY:z. ~c.~ - It was further stated to the committee that, anticipating a 5% yearly increase in volume beginning with the fiscal year 1968-69 through 1971-72 (a period of 4 years) AG will outgrow the expanded facilities at the end of the f i scal year 1972 and new quarters will be needed to be ready to move into during the fiscal year 72-73 . This was discussed atFamily len~th. After considerable discussion, the committee con­ cluded not to pursue the deal of disposing of the land, but t o proceed wi th the new constr uction . · · Refrigeration and insulation was discussed. Explanation between the two methods and systems was reported and discussed in detail . It was stated that by AG letting the contract direct on refrigeration and insulation, under a di fferent system than proposed by the architects, a saving in excess of $200,000 can be made and still obtain the same or better results . This was discussed but no conclusion reached . At thi s time t he meeting adjourned . I CubaJM/cb

" MINUTES OF MEETING OF BOARD OF DIRECTORS - MARCH 17, 1969

I A meeting of the Board of Directors was held on the above date. Messrs. Ed Salmon and A. L. Crook were absent. Mr. J. D. Daniel, Chairman, called the meeting to order. The minutes of the previous meeting, held February 17, 1969, were read. There being no corrections or omissions, the minutes were approved as read. Supplementing the report of the Building Committee made at the previous meeting pertaining to finances, it is now being reported that a conference was held with Mr. Cuba in regard to leasing vs. owning as per proposal from Brown and Bent. It was concluded that owning would be more economical; however, leasing and re­ purchasing at the end of the 15-year period would be more advantageous from the standpoint of cash flow. Based on a 15-year comparison, leasing would cost $109,100 more over a period of fifteen years than owning. The Manager further reported that Brown and Bent was advised to pursue with the leasing deal. The Manager further reported that meanwhile he is still working with financial insti­ tutions to obtain a loan of $4 Million. If the loan can be obtained, the loan will be chosen in preference to leasing. The Board concurred with same. Interim financial report for the eight-month period ended February 22 was dis­ tributed to the members for their review . The attention of the Board was called to the excessive increase in expense of various items in the grocery department, such as salaries, interest, payroll tax, legal ,auditing,Archives security guards, and I the non-occurrence expense of consultants' fees. APPLICATIONS AND RESIGNATIONS Applications: #104 - Couch Super Market #211 - D and V Food Mart 1301 Shorter Avenue Zebulon, Rome, Georgia Georgia J. E. Couch, Owner Donald Connell, Owner ** #214 - T. E. Davenport Grocery #438 - John's Super Market #2 3766 Bankhead Highway 4152 Washington Street Lithia Springs,Family Georgia 30057 Covington, Georgia T. E. Davenport, Owner John T. Thompson, Owner (Son was operating .this store but f ound a better #800 - Scottdale Grocery opportunity. Father took 481 Glendale Road store over under old number) Scottdale, Georgia Jack Baranovitz & Walter Herschberg, Owners Resignations: #159 - Cloudt's Pantry ** #220 - Davenport Grocery 1270 W. Peachtree Street, NW 3766 Bankhead Highway I CubaAtlanta, Georgia Lithia Springs, Georgia #448 - Ideal Grocery Company #6Q8 - MHchell Maloof Grocery 751 Gaskill Street, S. E. 1977 Boulevard Drive, SE Atlanta, Georgi a Atlanta, Georgia MINUTES - MARCH 17, 1969 PAGE 2

I #660 - Morningside Super Market #820 - Southside Grocery Warm Springs Road 414 S. Gay Street Columbus, Georgia Auburn, Alabama #918 - Ty Cobb Varner Route 1 Powder Springs, Georgia Mr. Sam Bredow requested that his Certificate of Indebtedness be redeemed prior to maturity date, which is August of 1969. Based on the financial report, it is apparent that AG will not suffer a loss during the fiscal year 1969; there­ fore, it was unanimously concluded that the request be honored and redeem his certificate prior to maturity. A report was rendered on personnel, stating that Mr. Meeks, our new Controller who reported to work on February 4, seems to be a capable and qualified person. Effective within the next week or two, a member service or relations desk will be instituted. The person manning this desk will receive all of the calls per­ taining to adjustments, etc. The duties and functions of this person were explained in detail. There are possibilities that a change will be made Archivesin the Director of Warehousing and Distribution. I The excessive amounts of scratches on invoices, shortages, overs and errors were discussed at length. Several board members related their own experiences. The Manager stated that every possible managerial action will be taken to eliminate these unnecessary occurrences. The results of the consultants was also discussed. As of now, the results are very unsatisfactory and disappointing. At this time the meeting adjourned . Family

JM/cb I Cuba MINUTES OF BOARD OF DIRECTORS MEETING, APRIL 14, 1969

A meeting of the Board of Directors was held on the above date. Mr. J. D. Daniel, I Chairman,called the meeting to order. Messrs. Fred Braswell and Sam Bredow were absent. Minutes of the previous meeting, held March 17, 1969, were read. There being no corrections or omissions, the minutes were approved as read. The following matters were reported and discussed: The progress on financing the building: Supplementing the minutes of March 17, in reference to lease vs. owning based on tentative proposal made by Brown & Bent, several telephone conversations have taken place with Bruce Bent of this company. The last communication was a letter dated April 4 to Mr. Bent, which was read to the Board, asking that he confirm our telephone conversation outlining some of the changes discussed; also asked him in this letter to advise us at his earliest con­ venience so that this matter could be brought to a conclusion one way or another. As of now we have not received any communication from Mr. Bent, notwithstanding the fact that he stated over the telephone that a representative would be here in Atlanta and contact the Manager. It is assumed that he is unable to finalize the arrangements. A report was rendered in regard to Equitable Life As surance Company, pertaining to a conference Mr. Daniel, the Manager and Mr. Evans of Equitable had Thursday, April 10. Equitable's latest deal is 8~% , plus 2/10 Archivesof 1% on gross overcharges - no privelege of prepayment on loan - and that funds will not be available until I March of 1971. During the conference Mr. Evans did not deviate from the interest rate or participation; however, there are possibilities that part of the money can be made available in 1970. Also, a report was rendered that Mr. Franey of W. R. Kelley Company, mortgage brok­ ers, was in the office this morning stating that he orally presented a proposal for long term financing for A/G. It seems that this institution (New York Teachers Pension Fund) is interested. He obtained the necessary information and will make a formal presentation. He will advise us within the next 7 to 10 days if the answer is "no." But if the company asks for a formal application, it is 75 % certain that a loan may be extended. A letter was read from the Joyner Mortgage Company of Dallas, stating that they may have an investor whoFamily will be interested in making the loan at 8-3/4%. The former (Franey) was at 8~% . The amount of the loan would be $4,000,000 with either. These reports created considerable discussion. Some board members were of the opinion that it would be best to abandon the idea of buildin ~ and add on to our present facilities, bearing in mind that within two ~ or threal"years it will be outgrown again and we would have no additional land for further expansion. These members further pointed out that due to the high interest rate, in addition to the higher cost of doing business, the markup will need to be advanced - and it is questionable whether there would be any patronage refunds. Management pointed Cubaout to the Board that based on projected figures, and if the increase in volume I materializes as projected, it will be necessary to have an overall markup of 3% to show a small profit or to break even. He further stated that if the company MINUTES - APRIL 14, 1969 PAGE 2

did not have such a large amount of money invested in the land, architects' fees, grading, tilt-up walls, etc., that due to the economic conditions, it may be I safer to abandon the idea of building and to add on - regardless of the fact that we would outgrow it in the next two or three years. There was a pro and con dis­ cussion; however, it was concluded to hold Equitable's proposal in abeyance until replies are received from Franey of Kelley Company, and then from Joyner Mortgage Company. APPLICATIONS AND RESIGNATIONS Applications #249 - Food Mart #717 - Pacer's Quick Grocery #3 2514 Peach Orchard Road 432 S. Atlanta Street Augusta, Georgia Roswell, Georgia Wyman Young, Owner W.P.Kidder & J.H. Smith,Jr. #752 - Red Diamond Store #3 #190 - City Grocery & Market 294 Cave Springs Road 2341 Buena Vista Road Rome, Georgia Columbus, Georgia 31906 Curtis W. Oswalt Jeff Smith & Dwight C. Langston Resignations #806 - Self-Service Grocery #737 - ArchivesPenny Wise Food Store, Inc. 725 Bankhead Avenue, N.W. 2047 Cusseta Road I Atlanta, Georgia Columbus, Georgia 31903 Charles M. Batts Curtis Ledbetter The above applications and resignations were approved as reported. A report was rendered on personnel - particularly on the Members Relations desk, and the warehouse personnel change - namely, Bridges being re-employed and Irwin Krick being made General Superintendent of the grocery warehouse operation. It was reported to the Board that improvement is already noticeable. It was reported that a group of food executives from West Germany will visit the warehouse Tuesday, April 15, at which time lunch will be served; also, that another group will visit us on April 21. The board members and officers were asked to attend if possible. Family Financial report for the nine-month period ended March 28,1969 was distributed and reported. The grocery department sustained a loss in operation during the month of March. The Produce and Frozen Food Departments are showing an increase over the previous year. The additional expenses and the non-recurring expense, which re­ sulted in a loss in operations, was reported to the Board in detail. Some questions were asked pertaining to the accomplishments and results of the Management Consultants, Ballinger-Meserole Company. It was the op1n1on of some of the board members that the Board shall receive a written report from the consulting I Cubafirm. At this time a discussion was held as to whether a dinner shall be held for the board members and their wives during the month of May, as in the past - except MINUTES - APRIL 14, 1969 PAGE 3

I last year. Upon mot ion made and duly seconded, instead of holding the dinner in May it should be held during the Christmas holidays . Motion carried. Honorarium for the of ficers and board of directors was discussed. A motion was made that the honorarium shall be based on meetings attended - namely, $25 per meeting . This motion died for lack of second. Upon motion made and duly seconded that the honorarium shall be in the same amounts as in the past years - namely, President - $675.00 Vice Presi dent and Treasurer - $475.00 each Board Members - $300.00 each. Motion carri ed . At this time the meet i ng adjourned .

Respectfully submitted, ;tk:d;;;h~~~IArchivesaz~ r, q~-~--r-- I ~ Secretary

JM/cb Family

I Cuba MINUTES OF BOARD OF DIRECTORS MEETING - MAY 19, 1969

A meeting of the Board of Directors was held on the above date. Mr. J. D. Daniel, I Chairman, called the meeting to order. All Board Members were present . Mr. J. R. Paris also attended the meeting. The minutes of the previous meeting, held April 14, 1969, were read. There being no corrections or omissions, the minutes were approved as read. The following progress report was rendered pertaining to long-term financing of the building: Supplementing the report at the previous meeting, April 14, Mr. Franey of W. R. Kelley Company was not successful in obtaining long-term financing in accordance with his proposal and discussion of April 14. As soon as the Manager was advised of this by Mr. Carraway and Mr. Franey, he contacted Joyner Mortgage Company by 1 phone and letter on May 2 authorizing them to proceed in obtaining long-term financing in accordance with a previous exchange of correspondence on April 11 and April 16. A letter was read to the Board from Joyner Mortgage Company dated May 6 advising that the interest rate had increased from 8-3/4% to 9%. After considerable discussion, upon motion made and duly seconded that Joyner Mortgage Company be authorized to negotiate long-term financing at 9% interest rate. 8 members voted for the motion: 4 members abstained.

Equitable 1 s proposal is to be held in abeyance. If the long-term financing is not finalized by Joyner, then discussions will begin Archiveswith Don Evans of Equitable. A report was rendered on personnel - namely, that Calvin Meeks, our new Controller I who was in the employ of the company for three months, resigned as of May 9. Joe Hulsey, Office Supervisor, tendered his resignation as of June l. The resignations of both were due to their becoming connected with companies who offer stock option and, in their opinion, better future advancement. APPLICATIONS AND RESIGNATIONS Applications: #379 - Greenway Grocery Route 3, Dahlonega, Georgia Grace Greenway and Roy Saine Resignations: Family #128 - Cash & Carry #138 - Robert E. Clark * 154 Whiteford Ave., N.E. 1522 Gordon Street, S. W. Atlanta, Georgia Atlanta, Georgia #729 - Parker's Super Store #739 - Raper's Superette ** 16 E. Washington Street Clarkesville Road Newnan, Georgia Cornelia, Georgia *To become effective June l, 1969 #846 - Smyrna Red Dot 755 Atlanta Street **Due to bankruptcy. A/ G is sustaining a loss of I CubaSmyrna, Georgia $1,169.88 in this account . MINUTES - MAY 19, 1969 Page 2

The above application and resignations were approved. I It was further reported that a notice was received on a bulk sale whereby Southeast Convenience Stores is selling their Mijit Mart group of 7 stores to H. L. Compton, owner of the Minit Check group of 3 stores, which are presently members of A/G. The notice advised that thtre are possibilities that the sale price will not produce enough cash to pay the debts in full. In such event, A/G will suffer considerable loss in this account. It was reported to the Board that this was turned over to the attorneys for handling. A report was rendered on the CFDA Convention held in Miami in April. A conference with a representative of Arlan's Stores was reported to the Board. The interim financial report for the ten-month period ended April 26, 1969 was distributed to each Board Member for his review. Same was reported upon. It was further reported to the Board that attorneys representing Colonial Stores have subpoenaed A/G through the Federal Trade Commission to produce various docu­ ments such as announcements, letters, memoranda, or other form of written requests of solicitation to any supplier of goods in connection with any promotions during 1964; also any correspondence in connection with an eight-week promotion in 1964 in Food Town, Red Dot, featuring a 24-page catalog advertising suppliers' products and free merchandise, cents off dishes and glassware.Archives Mr. Sam Bredow made very appropriate comments announcing that after his term expires as of June 30, 1969, he will not serve on the Board any longer, and that his name I is not to be considered for renomination by the Nominating Committee. The President acknowledged these comments and expressed a word of appreciation to Mr. Bredow. There being no further business under Good and Welfare, the meeting adjourned. Family JM/cb

I Cuba MINUTES OF BOARD OF DIRECTORS MEETING, JUNE 16, 1969

A meeting of the Board of Directors was held on the above date. Mr. J. D. I Daniel, Chairman, called the meeting to order. Mr. Fred Braswell was absent. The minutes of the previous meeting held May 12 were read. There being no corrections or omissions, the minutes were approved as read. The following matters were transacted and reported: No new developments pertaining to long-term financing of the building. Mr. Hendrix,of Joyner Mortgage Company, advised that the papers are being pro­ cessed, and we should be advised within two to three weeks. APPLICATIONS AND RESIGNATIONS Applications: #218 - Davis Super Market #844 - Stop 'N Go Market of Ga. #13-23 1202 Cherry Drive 664 N. Highland Avenue, N.E. Lanett, Alabama 36863 Atlanta, Georgia 30306 Jas. & Marie Davi s , Owners Telephone: 644-3742 (This store has been inactive sine Dec. 9th. due toArchives fire damage. Now being (Formerly Little John's Super Mkt.) re-instated.) I H. L. Compton, of Minit Chek, is purchasing Mijit Mart Food Stores and is adding these stores to his membership. Resignations: #248 - East Point Grocery #541 - Pete's Market 2925 Veterans Street 829 Simpson Street, N.W. East Point, Georgia Atlanta, Georgia 30314 #558 - Little John's Super Market #598 - Martin's Market 1202 Cherry Drive 1967 Simpson Road, N.W. Lanett, AlabamaFamily Atlanta, Georgia All Mijit Mart Food Stores as shown below: #682 - Mijit Mart Food Store #867 - 1983 Howell Mill Road, Atlanta, Georgia #686 - Mijit Mart Food Store #864 - 3279 Roswell Road, N. E., Atlanta, Georgia #696 - Mijit Mart Food Store #865 - 2351 Glenwood Road, S.E., Atlanta, Georgia #699 - Mijit Mart Food Store #863 - 5770 Bankhead Highway, Austell, Georgia #723 - Mijit Mart Food Store #866 - 2405 Piedmont Road, N. E., Atlanta, Georgia #724 - Mijit Mart Food Store #862 - 2915 Peachtree Road, N. E., Atlanta, Georgia #732 - Mijit Mart Food Store #861 - 997 Virginia Avenue, N. E., Atlanta, Georgia #701 - Park 'N Shop #2 #967 - Wilkins Grocery I Cuba1618 Virginia Avenue Route 1 College Park, Georgia Kennesaw, Georgia #720 - Pick 'N Tote - 1840 Dresden Drive, Brookhaven, Georgia MINUTES, JUNE 16, 1969 ..... - 2 -

I The above applications and resignations were approved as submitted. With further reference to Southeastern Convenience Stores (Mijit Mart Food Stores), the attorney exercized lien on the stores: merchandise was removed by the Sheriff from 2~ stores, but then was stopped by the Revenue Department due to its having prior lien on tax, etc. Complications may arise from the attorney's action. It was further stated that this was left up to the attorney to handle, and he is using his discretion. It was also stated that if A/G does not realize anything out of this, the loss will be approximately $30,000. Financial report for the eleven-month period ended May 23, 1969 was distributed to the Board for their examination. Based on this statement, and after the necessary year-end adjustments to the various departments are recorded - and if there are no irregularities in the physical inventory which will be taken at the end of June - the tentative figures of patronage refund will be approximately .20 or .25 of 1%. Upon motion made, duly seconded and unanimously adopted,that A/G is to distrib­ ute the refunds in the same manner as in past years - and in accordance with the by-laws,namely, 20 % of the net overcharges in cash and the remaining 80 % in five-year patronage dividend certificates, non-interest bearing, of the same type as in the past years. It was reported to the Board that the Georgia StateArchives Revenue Department is again claiming that A/G is in violation of not paying income tax on patronage divi­ I dend certificates distributed to the members for the fiscal years ended 1966 through 1968. The Board was reminded that the State Revenue Department made a similar claim in 1965 for the fiscal years ended 1961 through 1964. Protest was filed by Mr. Cuba at that time, and as of now it still remains open. A protest was filed by Mr. Cuba for the recent claim. Under General Welfare the following was reported: The General Stockholder meeting to be held June 25 for the purpose of electing four to serve on the Board of Directors; That Treasure Island will begin buying less from A/G and more from Colonial Stores. They feel that Colonial Stores will be a more economical supplier since Colonial has made certainFamily concessions to Treasure Island; The Board's opinion was asked in regard to A/G being covered by insurance in case of suits against Board members or Officers: the premiums of approximately $14,000 for three-year period, $20,000 deductible, and 5% participation. This was discussed somewhat, and it was concluded to ask the advice of the attorney and discuss it at the next Board meeting. Honorarium check was distributed to each board member. I CubaAt this time the meeting adjourned.

J ck Maziar, S JM(cb / I MINUTES OF SPECIAL BOARD OF DIRECTORS MEETING, JUNE 25, 1969

Following the General Membership Meeting of June 25, a special meeting of the newly-elected Board of Directors was held. This meeting was called for the purpose of electing officers for the ensuing year. Upon motion made and duly seconded that the present officers shall be elected to serve for the ensuing year - namely, J. D. Daniel, President Sam Weissman, Vice President Sidney Rich, Treasurer Jack Maziar, Secretary, all board members present voted unanimously for this motion, and the names listed above were elected to their respective offices for a period of one year, and until their successors are elected. Various thoughts pertaining to the building were expressed. At this time the meeting adjourned. Archives I Respectfully submitted, ( L~:.~ ~zia ; ~a :y

'-- JM/cb Family

I Cuba I MINUTES OF MEETING OF THE BOARD OF DIRECTORS, JULY 21, 1969 A meeting of the Board of Directors was held on the above date. Mr. W. E. Salmon was absent. Mr. J. D. Daniel, Chairman, called the meeting to order. The minutes of the previous meeting held June 16, 1969 were read. There being no corrections or omissions, these minutes were approved as read. Minutes of the special board meeting held June 25 were read. Same were accepted as read. The following applications and resignations were reported to the Board: Applications: # 2 - A & M Superette #241 - Dahlonega Superette Rt. 1-Stilesboro Road College Avenue Kennesaw, Georgia Dahlonega, Georgia Arthur H. Penland Lee Roy Martin #545 - Lenox Food Markets, Inc. #707 - Patterson Grocery 855 E. Paces Ferry Road 785 Lee Street, S. W. Atlanta, Georgia Atlant a, Georgia K. Tamvacakis L.Archives P. Patterson I Resignations: # 23 - Alex's Market #368 - Green's Cut-Rate Super Mkt. 755 Grant Street, S. E. 503 Kennedy Street, N.W. Atlanta, Georgia Atlanta, Georgia #387 - Happy Homes Food No. 1 #443 - Huff's Grocery 2994 Stewart Avenue, S. W. 226 May Street Atlanta, Georgia Winder, Georgia #823 - Speedy Market #988 - Bob Young's Food Center 320 Ashby Stra:t, S. W. 10 King's Circle, N.E. Atlanta, GeorgiaFamily Atlanta, Georgia These applications and resignations were approved as reported. There was some discussion that the weekly purchases of newly accepted members with an anticipated low volume should be checked _for a period. Tentative year-end report as to patronage refunds, etc. was rendered. It was stated that the auditing firm is checking and auditing the records. It is hoped that the general membership meeting can be called for August 27 for the purpose of distributing checks, patronage certificates, etc. A report of the Officers Meeting held earlier today (Monday, July 21) concern­ I Cubaing the building, etc. was rendered to the Board. This report consisted of the conference with Mr. C. R. Lapeza, President of The Atlanta and West Point I MINUTES .. . .. July 21, 1969 Page 2 Railroad; financing the building; projections of cash flow and operations; space requirements; anticipated increase in volume, etc. A detailed resume of this meeting is herewith attached and made a part of these minutes. This report was discussed at length and in detail. The Officers are recommending to the Board to proceed with the building, provided that a commitment for long-term financing can be obtained from Equitable Assurance Society and that construction and temporary financing can be obtained from the C&S as per understanding and discussion with Mr. Mills B. Lane, Jr. in April, 1969. Upon motion made and duly seconded that the recommendations of the Officers be accepted and that we proceed with the building, all Board members voted in favor of the motion, except that one abstained from voting. Based on the expressions of some individual members, a discussion was held in regard to promoting t he idea of members investing in A/G for the purpose of building the building, and that A/G will pay the prevailing rate of interest on these investments. It is understood that these investments are long term and are not redeemable until maturity. A report was rendered of A/G's being checked by theArchives Wage and Hour Division. A letter was read from Bill Powers extending an invitation for the Board of Directors to hold the August meeting in Columbus, in connection with a member­ I ship meeting of the members located in Columbus and the Valley. Since at the August board meeting the auditor is usually present to report on the annual report, it would not be feasible to hold the board meetin g elsewhere . If and when a meeting of the members in this area is called, the board members will be advised and invited to attend if they wish to do so. The Board approved co-sponsoring a luncheon for the convention of the Georgia Retail Food Dealers Association, provided the other two co-ops in Georgia are participating. The amount of sponsorship shall not exceed $350.00. At this time the meetingFamily adjourned .

JM/cb I Cuba RESUME OF MEETING OF OFFICERS (BUILDING COMMITTEE) JULY 21, 1969 I This meeting was called for the purpose of giving an up-to-date report on the progress of the financing of the proposed building, etc. Mr. Joe Cuba and Mr. Joe Howard, of Max M. Cuba & Company, and Mr. Larry I. Bogart, of Powell, Goldstein, Frazer & Murphy, were present, in order that we might get - the benefit of their thinking in regard to the money market conditions and interest rates, a professional viewpoint and counsel in reaching a decision as to the action this Committee should take in the matter of financing. Mr. J. R. Paris also attended this meeting. The following reports were rendered by the Manager:

1. Conference with Mr. C. R. Lapeza, President of the Atlanta & West Point Railroad Company, in regard to the stipulation in the WarrantyArchives Deed (to buy back the I land). Mr. Bogart was present at this conference. The synopsis of this conference is that the railroad will be willing to give us an extension of time for the erection of the building. There are possibilities of the railroad buying the land back at cost plus the cost of the grading - or A/G can sell the land, provided the buyer meets the approval of the railroad. Mr. Lapeza is interested in any purchaser of the land who would be a good freight revenue producer for the railroad. He is not interested in making windfall profit. Family 2. Conference held with Mr. Don Evans of Equitable Assurance Society on July 10, 1969. Mr. J. D. Daniel and Mr. J. R. Paris were present at this conference. Mr.

Evans is still willing to recommend a loan of $3~ Million at 9 ~% , without participa­ tion, pre-payment privilege of 5% for 9 years after the first year, non-cumulative. I BriceCuba Building Company is to be contacted as to whether there will be an increase in - 2 - building costs and, if so, the amount of such increqse, since b1d was receiyed - I as there may be possibilities that Mr. Evans may recommend a higher loan than $3 ~ Million if the increase in the cost of the building is substantial. Mr. Evans is to be advised after hearing from Brice Building Company. Brice Building Company was contacted on July 11. Mr. Stewart advised us, however, that they were not in the position at that tine to give us an estimate as they would have to contact their subs for possible increases - but that they would do this and advise us on Wednesday, July 16. Mr. Stewart called on the 16th, stating that it takes the subs quite some time to furnish Brice with their costs, and it would be the middle or latter part of the week of July 21 before he would be able to supply this information. Mr. Evans was advised of this. 3. The amount of cash paid out, including the cost of the land ($85,000), is $610,000, and there are other obligations in the amountArchives of approximately $100,000 for which A/G would be liable. This amount includes approximately $180,000, cost I of grading and engineering. The remaining portion is architects' fees, consultants' fees and precast structure. Mr. Joe Howard of Max M. Cuba & Company reported on projected cash flow and opera­ tions for a period of five years, beginning with the first year of occupancy in the new building, which seems to be favorable. The revenue on sales in the grocery department was based on an average of 3%: at present it is approximately 2.76%; revenue on sales in the Familydairy department based on an average of 5%: at present it is approximately 3.78: revenue on sales in the frozen food department based on

7%: at present it is approximately 6 ~%; revenue on sales in the produce department

based on 11 ~%: presently about the same. Warehouse space requirements for the dry grocery department, based on present and anticipated projected volume for four years beginning July l, 1969, as per schedule attached.Cuba I A question was asked as to the justifications and basis for the projected increase - 3 - in volume. The projected increase in volume was based on the increases in the past; I however, the trend in the retail food business is changing rapidly, unfavorable to the local superette or small conventional super market. (Explained in detail). Atlanta has been and is strictly a chain store market. The growth of the individual stores in Atlanta, in the Manager's opinion, is on a decline. The increase in volume would have to be derived by the following methods: 1. Soliciting members from a wider and larger territory 2. Try to supply all discount operators 3. Give consideration to organizing a subsidiary to supply institu­ tions, such as schools, hospitals and restaurants 4. If necessary, sign leases and finance stores on an equity basis similar to that done by other co-ops and voluntary groups. The Officers (this Committee) are to reach the decision to be recommended to the Board as to what are the objectives of the Co-op - whether the Co-op should add to the present building and be content with the volume and progress withinArchives the limits of the physical I facilities after expansion of the present quarters - or whether our objective should be for unlimited growth and progress. All of this was discussed in full detail, including the participation of our attorney and auditors. The Manager stated it is up to the Committee to decide on one of the following alter- natives: 1. Expand the floor space in this building as planned two or three years ago by adding 60/70,000 sq. ft., which will accommodate a yearly volume in the dry groceryFamily department of between $52/55 Million - which could limit our growth after this volume is reached; 2. Postpone building for one or two years: the interest may decline, but there are possibilities that the cost of building may increase; 3. Proceed with the new building at the prevailing high rate of interest,etc. After considerable discussion, in which everyone present participated (including the attorney and auditors), the Officers unanimously concluded to recommend to the Board I ofCuba Directors that we go on with the new building, provided long-term financing can be obtained from Equitable, and that construction and temporary financing can be ob­ tained from the C&S as per understanding and discussion with Mr. Mills B. Lane, Jr. in

Aprtl ~ 1~69. I MEMO: During the various discussions of the meeting the Manager stated that he is pessimistic, personally and selfishly, and that if it were his business he would expand the present facilities. From a corporate point of view, this Committee is to reach the decision.

Archives I

Family

I Cuba I

I WAREHOUSE SPACE REQUIREMENTS BASED ON VOLUME AND VELOCITY

An inventory equivalent to 2~ or 3 weeks sales is a must to keep "out-of-stock" condition at a normal minimum rate, using an average of 2-3/4 weeks sales. To operate under efficient normal conditions, it is a conservative assumption that each square foot of warehouse space can house 2~ to 3 cases of merchandise rep­ resenting dollar value of $12.50 to $15.00 per square foot (using $15.00).

The warehouse space requirements is computed on the above formula and projected sales volume of an annual 5% to 6% increase in present warehouse and 10% increase the first full year of operation in the new warehouse.

INVENTORY SPACE REQUIREMENTS REQUIREMENTS YEARS (In Millions) (In Thousands) ENDING WEEKLY SALES 2-3/4 wks-2~ wks 2-3/4 wks-2~ wks

6/30/69 $ 940,000.00 $2,585 ($2,350) 170 sq ft (160 sq ft)

ArchivesII) 6/30/70 1,000,000.00 $2,750 ($2,500) 185 II II (170 II

I 6/30/71 1,050,000.00 $2,900 ($2,650) 195 II II (180 II ")

6/30/72 1,100,000.00 $3,000 ($2,750) 200 II II (190 II ")

6/30/73 1,200,000.00 $3,300 ($3,000) 220 II II (200 II II) Family

I Cuba MINUTES OF MEETING OF BOARD OF DIRECTORS - AUGUST 21, 1969

A meeting of the Board of Directors was held on the above date. Messrs. Max M. I Cuba and Joe Howard, of Max M. Cuba Auditing Firm, and Mr. Larry I. Bogart, of the firm of attorneys, were present. Prior to the business meeting dinner was served. The business session convened at 8:30 P.M. Mr. J. D. Daniel, Chairman, called the meeting to order. All board members were present. Minutes of the previous board meeting, held July 21, 1969, were read. There being no corrections, the minutes were approved as read. APPLICATIONS AND RESIGNATIONS Applications:

# 68 - Bill & Nat's Food Center #374 - Hannah Super Market 2656 Roswell Road 820 North Greenwood Marietta, Georgia 30060 LaGrange, Georgia 30240 Warren Hardage Donald L. Hannah #554 - Little Giant Food Store #6 #628 - Markets, Inc . 780 Southeast 138 Highway PeachtreeArchives City, Riverdale, Georgia 30274 Georgia 30214 I R. B. Dixon Steve Jerome & F. W. Greene #867 - Stop & G Market of Ga. #0545 #892 - Tenneco Top Ten Store #12509 2546 Rock Chapel Road 7355 Roswell Road Lithonia, Georgia 30058 Atlanta, Georgia 30338 #896 - Tenneco Top Ten #12209 #923 - Tenneco Top Ten #13009 5645 Roswell Road 3260 Washington Road Atlanta, Georgia 30305 College Park, Georgia 30337 Resignations: #162 - Cofer Brothers #248 - East Point Grocery Main Street Family 2926 Veterans Street Lithonia, Georgia East Point, Georgia #289 - Five Points Food Store #415 - J. L. Hobson Grocery 100 Temple Avenue 2100 Candler Road Newnan, Georgia Decatur, Georgia #442 - Hudson's Super Market #624 - Market's Inc. Fayetteville, Peachtree City, Georgia Georgia #668 - Sidney D. Nussbaum #687 - Porter's Food Fair I Cuba30 Moreland Avenue, SE 2840 Ninth Street Atlanta, Georgia Columbus, Georgia MINUTES ...... - 2 - August 21, 1969

#731 -Puritan Food Store #761 - Bill & Nat's Food Center I 568 S. Boulevard, S. E. 2656 Roswell Road Atlanta, Georgia Marietta, Georgia #798 - Sargent's #975 - Williams Thrift Market 2546 Rock Chapel Road 820 North Greenwood Lithonia, Georgia LaGrange, Georgia The above applications and resignations were approved. The application of Robert F. Mackey, Greyhound Bus Station, whose store is located in Jackson, Georgia, was presented, conveying the comments made by Mr. L. C. Webb, present member in Jackson. It was concluded that this application shall be held in abeyance until further investigation. The following report was rendered on the most current negotiations pertaining to financing the building. Mr. Don Evans of Equitable Assurance Society is preparing the papers for long-term financing as reported at a previous meeting. It was further reported that Mr. Brice, of Brice Building Company, was contacted to check on costs since his bid on the building was made (December, 1968). The escalation in cost would be approximately $170,000. ArchivesWith various adjustments, etc., and including the escalation in cost, the approximate cost of the building will be - I $4,850,000 Paid for grading, CMI, Architects' fees 472,281 Approximate net cost $4,i77,719 Anticipated long-term financing from Equitable Life Assurance Society 3,500,000 Additional financing needed for construction $ 877,719

A conference was held with Mr. Mills B. Lane of the C & S with further reference to providing the additional money and to confirm his letter dated April 22, of which copy is attached. Mr. Lane stated they will lend us $1 Million, which is the additional money needed for the construction of the building, a regular line of credit of from $1 MillionFamily to $1,300,000, which is the same as is now available from the Fulton National Bank . The interest rate would be one-half of 1% and one-fourth of 1%, respectively, above prime. The former loan ($1 Million) is to be paid in three to four years. In regard to the construction loan, Mr. Lane stated that at present the funds of the C & S are such that they cannot make a firm commitment; however, Mr. Lane has committed himself to make the construction loan as of April 1, 1970. He was not in the position to state the interest rate on this loan as he will need to consult with Mr. McAfee, his mortgage man, to ascertain the interest rate on construction loans. Mr . Lane was asked to confirm this by letter, but as of now the letter has not been received. I . I At this time Mr . Max M. Cuba rendered and reported on the annual financial report Cubafor the fiscal year ended June, 1969. The report was distributed to each board member. Mr . Cuba commented on same in full detail, calling the board's special attention to the excessive amount of receivables; lack of working capital and ratio to the volume; the installment payments on subscriptions to capital stock. which sho~lg g~ I MINUTES ...... - 3 - August 21, 1969 escalated. The board members participated in asking questions which were favor­ ably answered. A detailed report was also rendered as to the distribution and amounts to be dis­ tributed in cash and patronage certificates at the general membership meeting to be held August 27. Since Cash & Carry Wholesale Corp. is a wholly-owned subsidi­ ary of A/G, Mr. Cuba reported on the Cash & Carry statement, and on the con­ solidated statement. It was reported to the board that at a meeting of the board of directors of Cash & Carry Wholesale Corp. held August 18, 1969, a dividend of $200 per share was declared. A/G, owning the stock of Cash & Carry in its entirety, will receive a dividend in the amount of $20,000. ~ It was pointed out that since this $20,000 did not constitute net overcharges from the sales and services of Associated Grocers to its members, such money could not under Associated Grocers' By-Laws (ARTICLE VII, Section 1) be included in any patronage distribution to Associated Grocers' members. The directors expressed their approval. In accordance with the discussion and expressions made by some members at the general membership meeting held June 25, 1969 in reference to the plan of members lending money to A/G on a long-term basis for assistingArchives the financing of the new building - this was discussed at length. Upon suggestion of the attorney, it was concluded that a questionnaire shall be prepared by the attorney to be dis­ I tributed to the members present at the general membership meeting to be held August 27, which would seek to determine membership interest in lending money to A/G. It was concluded by the Board that the date of maturity shall be from 5 to 10 years, and it would bear interest at the rate of 8%, payable quarterly. Mr. Bogart stated that he will prepare a document which will reflect the discussion and thoughts expressed. Each board member was ready and willing to lend money to A/G in the amount of $5,000 on the above tentative terms. It was reported to the board that a meeting of the members in the Columbus area and the Valley will be held Thursday, August 28. Any board member who desires to attend this meeting will please advise the Manager prior to Thursday, August 28. Upon motion made and dulyFamily seconded, the meeting adjourned.

~ ack MaziarG/S cretary JM/cb I Cuba •

1'1ILLS B . LAJ'.,-.:E I JR .

~'\.TLANTA 2 I GEOR . I.A. April 22, 1969

Mr. Jack Maziar General Ma nager Associated Grocers Co-op, Inc . 1286 Milledge Street

East Point 2 Georgia Dear Jack:

Appreciate your note and the copy of the letter to Bob McAfee.

I'm just sorry as the devil that we weren't abie to' place a mortgage loan with any of our investors. Your note suggests, however, that you may be able t o do so elsewhere.Archives As I told you when you were here, we'd be tickled to death to provide the additional credit that you may need over and above the per­ manent loan, so we 're standing by.

Sincerely, ~4' FamilyMills B. Lane, Jr .

Cuba .., MINUTES OF MEETING OF BOARD OF DIRECTORS HELD SEPTEMBER 17, 1969

A meeting of the Board of Directors was held on the above date. Mr. J. D. Daniel, I Chairman, called the meeting to order. Minutes of the previous meeting were read. There being no corrections or omissions, the minutes were approved as read. The following reports were rendered and business transacted: Progress report and finances of the building. Mr. Don Evans of Equitable Assurance Society mailed in our application with a check in the amount of $36,000 represent­ ing 1% fee and earnest money on the loan. If the loan is accepted, the check is retained: if the loan is rejected, they will refund the money. As to the construction loan, I spoke to Mr. Mills B. Lane in reference to the con­ struction money and letter received from Mr. Lane dated August 21, 1969, of which copy is attached. This letter differs from the understanding and report made to the Board at the previous meeting. The misunderstanding is - the Manager understood Mr. Lane to state at the previous meeting that a construction loan will be made in April, but he will have to check on the interest rate. Now, Mr. Lane states that he stated it would be necessary for him to check whether the money would be avail­ able in April, which would include the interest rate as well. Spoke to Mr. Floyd of Fulton National Bank, and there are possibilities of obtain­ ing the construction finances through this bank. It Archiveswould be at an exorbitant inter­ I est rate (10-14%). It was concluded to wait until Equitable advises us on the long-term financing. If they make the commitment, then we will talk to Fulton National again - and the c & s. In reference to the members' assistance in financing, according to the poll taken at the General Membership meeting 35 members pledging an amount of $154,000, indi­ cated their desire to lend A/G money. Since the meeting one member indicated his desire to lend in the amount of $15,000; 24 members offered a total of $75,000 - or a total of 60 members, amounting to a total of $244,000. There are approxi­ mately 34 members who wish to be contacted at a later date pertaining to this. Georgia Retail Food DealersFamily Association advised A/G that their annual dues are ad­ vancing from $12.00 to $18.00. Due to the fact that according to A/G's rules a member of A/G is to automatically become a member of Georgia Retail Food Dealers Association or Atlanta Retail Food Dealers Association, the Committee of the Georgia Retail Food Dealers Association, after some deliberation and discussion, agreed t hat due to this rule the Georgia Retail Food Dealers Association would make a concession for A/G members and reduce the fee to $16.00. After some discussion, the Board of Di­ rectors unanimously agreed to continue with the rule and collect for the Georgia Retail Food Dealers Association on this basis. $2.00 is to be retained from the dues of all members who are located in the Greater Atlanta area and same is to be remitted to the Atlanta Retail Food Dealers Association. I CubaAPPLICATIONS AND RESIGNATIONS Continued ...... 1-

MINUTES ..... - 2 - September 17, 1969 Applications # 4 - A & T Super Market #110 - Butler's Grocery I 218 E. Lanier Street Hoschton, Fayetteville, Georgia 30214 Georgia 30548 J.B.Abbott & W.O. Tant D. W. Butler #443 - Huff's Grocery #727 - Quick Shop Food Store 226 May Street Carver Road & Hwy. 16 Winder, Georgia 30680 Griffin, Georgia 30223 M. B. Huff Kyle T. Cobb

#742 - Redan General Merchandise #802 - Satellite 11 3 in 1 11 Food Stores 1782 Stone Mt.-Lithonia Road 6990 South 41 Highway Redan, Georgia 30074 Jonesboro, Georgia 30236 Resignations # 58 - D. Berlin # 74 - Bob's Pak-A-Sak 754 Edgewood Avenue, N.E. Route 3 - Box 144 D Atlanta, Georgia 30307 Phenix City, Alabama 36867 #240 - Duncan's Super Market #241 - Dahlonega Superette 623 Austell Road College Avenue (Hy 19) Marietta, Georgia 30060 ArchivesDahlonega, Georgia 30533 #534 - H. C. Baird Grocery #549 - Joe Libowsky Grocery Highway 53 180 Pearl Street, S. E. I Hoschton, Georgia 30548 Atlanta, Georgia 30316 #692 - Dunahoo & Palmer #744 - Redan General Merchandise Duluth, 1782 Stone Mt-Lithonia Road Georgia Redan, Georgia #898 - H. H. Turner Store Route l Lithia Springs, Georgia 30057 Financial report for the first two months was distributed to the Board members. Said report reflects a loss from operations. A detailed explanation, item by item, was given of the reasonsFamily for the operating loss. It was reported that the contract with Benson's Bakery was renewed for a period of one year at a greater discount than heretofore. The new billing price to the mem­ bers will be the present retail corporate chain store price, less 27 %: heretofore, it was 22 %. There being no further business, the meeting adjourned. I Cuba Jack M aziar,l_S ~ retary MINUTES OF MEETING OF BOARD OF DIRECTORS HELD OCTOBER 20, 1969

I A meeting of the Board of Directors was held on the above date. Mr. J. D. Daniel, Chairman, Called the meeting to order. Messrs. Ed Salmon and Fred Braswell were absent. Minutes of the previous meeting were read. There being no corrections or omissions, and upon motion made (Ind duly secondEd, the minutes were approved as read. Membership dues of the Georgia Retail Food Dea1ers Association to the retail food stores were again discussed. At the previous meeting the Board of Di­ rectors agreed upon the following: "Georgi a Retail Food Dealers Association advised A/G that their annua 1 dues are advancing from $12.00 to $18.00. Due to the fact that accord­ ing to A/G's rules a member of A/G is to automatically become a member of Georgia Retail Food Dealers Association or Atlanta Retail Food Deal­ ers Association, the Committee of the Georgia Retail Food Dealers Asso­ ciation, after some deliberation and discussion, agreed that due to this rule the Georgia Retail Food Dealers Association would make a concession for A/G members and reduce the fee to $16.00. After some discussion, the Board of Directors unanimously agreed to continue with the rule and collect for the Georgia Retail Food Dealers AssociationArchives on this basis. $2.00 is to be retained from the dues of all members who are located in I the Greater Atlanta area and same is to be remitted to the Atlanta Retail Food Dealers Association." Now it is being recommended that the Board reverse its action, and A/G shall collect $18.00 dues from all members. The entire $18.00 per member will be remitted to the Georgia Retail Food Dealers Association for members located outside Greater Atlanta. Of the $18.00 dues collected from members in the Greater Atlanta area $16.00 will be remitted to the Georgia Retail Food Dealers Association, with $2.00 being remitted to the Atlanta Retail Food Dealers Association. After some discussion, the Board rescinded its decision at the meeting held September 17 and unanimously voted to collect the higher dues as outlined herein. A/G is not to charge the Georgia Retail Food Dealers Associa­ tion, nor are the membersFamily of A/G to receive any consideration for collecting and remitting the dues to the Georgia Retail Food Dealers Association. The reason for this action is due to the fact that A/G of Macon and Rio Stores of Albany agreed to collect and pay $18.00 to the Georgia Retail Food Dealers Association. APPLICATIONS AND RESIGNATIONS Applications:

# 5 - Marvin Adams Super Market #284 - Fowler's Thriftway 939 North Bethel Street Route 3 CubaThomaston, Georgia Thomaston, Georgia I Marvin Adams L. 0. Fowl er

Continued ...... MINUTES ...... - 2 - October 20, 1969

#301 - Food Basket #370 - Greenville Red Dot I 110 Buford Highway Greenville, Duluth, Georgia Georgia B. M. Askew J. Render Hill #585 - McCoy Food Store #4 #637 - Milner Grocery 1034 Talbotton Road Panola Rd/Covington Highway Columbus, Georgia Lithonia, Georgia Luther J. Bunge Chas. D. Milner #711 - Pass & Puckett #824 - Sing Food Store #2 464 West Broad Street Moon Road Buford, Georgia Columbus, Georgia Haro l d T. Pass Richard L. Singletary (Sing Oil Co) #831 - Sing Food Store #2 * #155 - Collins Cash & Carry Commerce Street 221 Barnesville Street LaGrange, Georgia Thomaston, Georgia Richard L. Singletary (Sing Oil Co.) W. H. Collins, Sr. * It was reported that a membership application for this store may be obtained. It was concluded that if this application is obtained and is reported satis­ factory, that this membership be approved. Archives The applications of Fowler's Thriftway and Marvin Adams, both of Thomaston, I Georgia, were discussed at length due to the fact that they are presently mem­ bers of A/G in Macon. It is not to the best interest of all concerned to accept membership of retailers who are affiliated with another co-op or voluntary group. After some discussion, and due to the advertising group, it was concluded to accept these applications with the understanding that within one year to 15 months they will become affiliated with one group only. Res i gna ti ons:

# 6 - J.W. Aiken Gen 1 l Mdse. # 81 - Happy Jack's Super Market RFD #2 846 Capitol Avenue, SE Dallas, Georgia Atlanta, Georgia #102 - Buehler SuperFamily Market #120 - Cochran Grocery 1979 Boulevard Drive, S.E. Route 5 - Athens Hi ghway Atlanta, Georgia Gainesville, Ga. 30501 #282 - A. D. Facher #360 - Goodson Brothers 59 Haynes Street, S. W. Court Square Atlanta, Georgia Franklin, Georgia #388 - R. C. Harrison #244 - B. W. Durham Grocery 1580 Flat Shoals Road, SE 1600 Connally Drive Atlanta, Georgia East Point, Georgia I CubaAll applications and resignations, with the exception of Easy Way, Inc.,owned by Chas. A. Reid, Jr. of Augusta, Georgia, were accepted as reported.

The application of Easy Way, Inc. was discussed. According to Dun & Bradstreet MINUTES ...... - 3 - October 20, 1969

reports, there is a case pending in Richmond County by Brunswick Corp. against Charlie Reid, D/b/a Laney Bowl. There are also some charges pending for gambling, I operating lottery, etc. It was concluded to hold this application in abeyance or return it to Mr. Reid until such time as the pending suit and charges are disposed of. A report was rendered regarding litigation of the Georgia Income Tax Unit claim­ ing that A/G is subject to income tax on patronage refunds distributed for the years 1961 through 1964 and 1966 through 1968 - a total amounting to $135,112.17 tax, plus interest of $14,799.52. Max M. Cuba filed protest in 1965 and again in 1969. It is now being reported that the Attorney General ruled in favor of A/G as follows: "Patronage dividends which a corporation is under a duty to pay to its member patrons by provisions in its articles of incorporation and by­ laws are excluded from gross income under the law in effect prior to 1969. For the tax year 1969 and subsequent years, corporate income tax will be determined by federal taxing procedure as set forth in the Internal Revenue Code, regulations and federal tax decisions." Interim financial report for the quarter ending September was distributed and reviewed. It was reported that the figures are being tabulated and checked in regard to physical inventory for the first quarter. At this time the following report was rendered onArchives the progress of the building: I A commitment has been received from Equitable Life Assurance Society for long­ term financing in the amount of $3,600,000 at an interest rate of 9 ~% per annum for a term of 22~ years, with quarterly repayments of $40,000, together with interest on a declining balance. The conditions and stipulations of the commit­ ment were read to the board in detail. There was some discussion and question as to Condition 6 d. This is to be checked as to whether it would affect the sale of the present building. Copy of this commitment was sent to the attorney for his -review: a copy is also attached to and made a part of these minutes.

Fulton National Bank is procuring construction finances in the amount of~..,.rz,, $3,600,000, plus $1 Million, the $1 Million to be repaid in a period of four years. The interest rate will be 10% + 2% fee: monies used at the end of a 12-month period will be at 14%. Since a letter was received from the C & S stating that constructionFamily money may not even be available in April, the C & S is not being contacted. A meeting of the Officers-Building Committee was held on September 29. The minutes of this meeting were read to the Board and are attached to and made a part of these minutes. After considerable discussion on the commitment and construction money, upon motion made and duly seconded that the commitment be accepted and signed - provided the attorney approves the stipulation in Con­ dition 6 d - and proceed with the contractor in whatever is necessary to begin the construction, the Board unanimously voted for this motion. The operations and projected figures from the new building was discussed. It I Cubawas again pointed out to the board that it will require a minimum of a 3% overall mark-up in the Grocery Department to at least break even: may not break even the first year of operations from the new building. MINUTES ...... - 4 - October 20, 1969

I The following report was rendered in regard to the members deposits consti­ tuting the 75¢ per week the members paid and which was discontinued several years ago. The disposition of this account has been discussed numerous times on previous occasions with no definite decision reached. It is now being recommended that the disposition of the members deposits shall be made as follows: Apply against capital stock of members who have not paid $4,000 on capital stock, or Apply against the buying deposit of members who have paid $4,000 on capital stock. This was unanimously accepted by the board, subject to the approval of the auditing firm and the attorney. Consideration should be given to the fact that the maximum buying deposit shall be increased. A report was rendered in reference to two employees having the backing of the union in refusing to take a polygraph test. At this time the meeting adjourned. Archives I Respectfully submitted, - c-~ z t -~ <-eJT/ ? ??( (_ Jack Maziar Secretary JM/cb Family

I Cuba - -- ~ ; ;V- l

RESUME' OF MEETING OF THE OFFICERS (BUILDING COMMITTEE) HELD SEPTEMBER 29,1969

A meeti ng of the Officers, constituting the Bu i lding Committee, was held on Monday, September 29, 1969 in the offi ce of the warehouse. I I .1 This meeting was called for the purpose of reporting on the letter received from Equitable in regard to long-term financing, copy of which is attached; also to reach other decisions as ou t lined herein. Mr. Jim Stimpson was present at the meeting . The letter from Equitable was read, and the officers were informed that this commit­ ment can be rejected due to the stipulations pertaining to paying off the loan and subordinating other obligations as mentioned in the letter. The committee was told that this is sufficient reason not to accept the commitment - that is, provided the committee is of the opinion it should and wishes to change its mind and not go through with the construction of the building. This was called to the attention of the officers because of various comments made by the officers and others prior to this meeting. Thi.s committee was somewhat undecided whether to reverse its decision and recommend to the board that under the present conditions it may be best to add on to this building and not bui ld. The committee wanted to know the loss A/G would .sustain if this decision was reached . The committee was told that if the cost of the grading and other improvements to the land is recovered from the railroad, A/G will stand to Archiveslose approximately $400,000 . The Manager f urther stated he has every reason to believe that the railroad will , I reimburse A/G for the improvement of the land . t At this time the committee discussed the management and operations of A/G . This dis­ cussion is irrelevant to reaching the decision: this committee and board can change management - or anything they wish pertaining to management, etc. - whether it is in ·• this building or in a new building. ' The Manager stated that if this were his business, based on the trend of the inde­ pendent food business in Atlanta, he would buy the three acres of land which may be available adjacent to the property on the perishables end, - expand the grocery de­ partment of this building to ,its maximum by adding approximately 60-70,000 sq. ft ; add a meat department, dairy, frozen foods, etc., and write off the amount spent on the plans, architettural fees, and other matters in connecti6n with the new building in the amount quoted above.Family He would be complacent with the volume that the expanded space could accommodate. Upon the question of cost, the committee was told tha t the addition, etc., based on a three-year-old estimate, would now cost about $1 ~ -$1 ~ 3/4 Million . As heretofore, it was pointed out that by adding to this building, which would give us a total of 190,000 sq. ft. of grocery space, we could house approximately $2,800,000 inventory and a weekly volume of approximately $1,000,000, exclusive of dairy. After reaching this volume, there would be no additional land for fu~ther expansion . The question is-, can A/G as a corporation place itself in such a position - knowing that after said volume is reached they will not have any more room to expand? Our present I . groceryCuba volume is ·approximately $940,000 per week . Conti nued ...... ,, j ,, I OFFICERS MEETING .••. - 2 - September 29, 1969 Each member of the committee was handed a copy of the proceedings of the officers meeting held July 21, 1969. After considerable discussion, this committee decided to accept the tentative commitment as outlined in Equitable's letter and to proceed in obtaining the construction money. At this time the committee was . asked whether we should continue to negotiate with Brice Building Company due to their being the lowest bidder, or to ask for new bids from various companies. The suggestion and recommendation of the architect and others is to negotiate with Brice. The committee decided not to give this out for new bids, as their thinking is that this would be more costly, and to negotiate with Brice. The next matter for discussion was the type of refrigeration and refrigerant. The corrmittee was told that the architect insists on Freon refrigerant: he will not draw plans for an ammonia system . · Mr. Stimpson gave a detailed report on this, and Management recommends that the ammonia system be used, and have the plans drawn by others. The reasons for recommending the ammonia system are as follows: It is more economical to operate; It is equally as efficient as Freon - or more so; And, more important, it will cost considerablyArchives less to install . After some discussion, the committee decided to install the ammonia system, have the plans drawn by others if necessary - but to have the insulation and refrigera­ I tion coordinated with the general contractor. It was understood that there will be some changes in the electrical plans and plumbing due to combinfog compressors into one central machine room. At this time the meetfog adjourned.

1 1

II \ '\J l l JM/cb Family' I C! Cl - ,)Jt. t-- 7JLL ~ I' I Cuba I I i~ . I The EQY . !T~BL E Life ~ssurance Society of the United States I 100 PEACHTREE STREET . HOME OFFICE NEW YORK, NEW YORK SUITE 2038 ~\\\~ ATLANTA, GEORGIA 30303 1 .'· PHONE: 577-5400 I CITY M()RTGAGE DEPARTMENT AREA CODE 404 DONALD D. EVANS September 25, 1969 DIYISIOH MAHAOU 1 I

. . f •. Mr. Jack Maziar, .General Manager . .. . Associated Grocers Co-op, Inc. 1286 Milledge Street East Point, Georgia 30344

Re: A-4888 - Associated Grocers Co-op Inc., College Park, Georgia

.-. Dear Jack: I am pleased to advise you that the Society has approved a mortgage ·' loan on the above premises for $3,600,000 for a Archivesterm of 22 1/2 years, with interest at 9 1/23, payable in quarterly instalments of $40,000 • • •• • • plus interest. Such approval is, of course, subject to legal and other requirements including approval of the plans & specifications I and satisfactory completion of the improvements; and, as I indicated to . . .~ ' Mr. Paris, the Associated members' debt and patronage dividend certifi­ cates are to be subordinated. to this loan, and loan B-6510 must be repaid when this loan closes. The last two conditions are changes which I have discussed on the telephone with you and Mr. Paris, and I would appreciate a letter from you indicating this is satisfactory.

Within a short time you may expect to receive a letter of. commitment from an' officer of the Society. It has indeed been a pleasure to · process this matter and I look forward to the closing of '. the loan in due course. Family

DDB:cf I Cuba !··I

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The EQUITABLE Life Assurance Society of the U • e States 1285 Avenue of the America s, New York, N. Y. 10019

Associated Grocers Co-op, Inc. Date: October 3 ,, 1969 1286 Milledge Street Application No. A -4888 East Point, Georgia .Borrower : Associated Grocers Co-op, Inc. Premises: N/S Mixon Drive, E of Edison Drive·,, College Park, Georgia (41.14 acres) Dear Sirs: Upon your returning an "Accepted" copy of this letter to Equitable within 15 days after thi.s date, Equitable will make a mort­ gage loan to the above-named Borrower (and no other) on the terms and conditions set forth in your Application dated August 4, 1969 , as modified and supplemented hereby. . A. Terms of Loan: (a) Amount: $3,600,000 .00 (b) Interest Rate: 9Mb per annum(c) Term: 22! yea rs (d) Repayment: Quarterly payments of $4o ,000 .00 together with interest on the declining balance

( e) Prepayment: on interest dates after 30 days notice for part prepayment and 60 days for fu ll ; without premium up to $ 180, 000. 00 in any loan year (calculated from the first interest date) commencing with the second loan year, non-cumulative; in excess· thereof in any loan year commencing with the eleventh loan year with premiums of 5 % during that loan year declining at the rate of 1/4% per annum thereafter. ·

B. Conditions Required at Oosing: Without affecting insurance provisions in the mortgage, the insurance described in Schedule A shall be in force. The leases liste.d in Schedule A shall be in form and substance satisfactory to Equitable, in force, free from default, the s thereof shall have commenced, estoppel certificates shall have been received from the tenants, the Lessor's interest in leases shall have been assigned to Equitable by instrument to be ·recorded, and notice of such assignment shall be given to the tenants. None of said tenants shall have paid rent more than 30 days in advance or be entitled to any set-off. Neither Bor­ rower nor any of said tenants nor any guarantor of the loan or any such lease shall be affected by any insolvency proceeding. '( 3) The improvements shall be substantially undamaged and free of violation (or claimed violation) of any building or zoning laws or insurance underwriter's requirements. Construction of the improvements described in Schedule A shall have been com­ pleted and paid for and shall be ready for occupancy, all to the satisfaction of Equitable, and in compliance with all legal require­ ments and with complete architectural, structural and mechanical plans and specifications to be submitted to and approved by Equitable, which approvar shall not be unreasonably withheld. Such approval shallArchives impose no responsibility on Equitable as to adequacy or legality. ( 4) The loan shall be evidenced by Borrower's note (or bond) and secured by mortgage (or deed of trust) creating a first lien on the unencumbered marketable fee simple absolute title to the property described in the Application (to be shown on a licensed engineer's or surveyor's current survey) and on the improvements and equipment (except trade fixtures) now or hereafter there­ on, to be supplemented by a separate chattel mortgage if desired by Equitable, all such property to be owned by Borrower; the character of such lien on the real property, at the option of Equitable, shall be insured by a title policy, or certified by an opinion of Equitable's local counsel accompanied by an abstr~ct of title supporting such .opinion·; sue~ .survey, title company, policy, opinion and abstract to be satisfactory to Equitable. (5) Equitable shall have received such evidence of co~pliance with the conditions of this letter as Equitable or its local counsel may reasonably require. The form, substance, and enforceability (substantiated by an opinion of Borrower's counsel, if ' . requested) of all instruments . require~ by. Equitable for consummating the loan shall be satisfactory to Equitable and its local counsel. (6) If more than one advance is p~ovided for, t~e_loan shall not be in default, no change in ownership ~f . t~e property shall occur, and all the terms hereof, including the expiration date, shall apply to each advance. C. Assignability: Equitable will recognizeFamily an assignment of, or a direction to pay, the loan proceeds, in whole or in part, to an institution furnishing temporary financing for the construction referred to in Condition ( 3), which institution shall fy on receipt of payment that it is solely to reimburse the institution for such financing. At Equitable's request, any insti­ n furnishing such financing shall enter into an agreement in Equitable's standard form for .the sale and purcha se of the Iinterim loan within 30 days after the later of the date of such request or of . the making of such ,interim loan. . D. Expenses; Good Faith Deposit; Stand-by Fee: Whether or not the loan closes, unless fai lu re to close is the fault of Equit­ able, you shall pay all the expenses · ·stipulated· in the Application. Any good fai th deposit required by the Application wi I be held without interest. It is a further condition of Equitable's obligation that you pay a stand-by te

THE EQUITABLE LIFE ASSURANCE SOCIETY 0 ber . ~~.. ~1969 . . ,;· . . OF THE u~_I.T.ED _STATE_S IAssoci te Gro ers Co-o · ·· - ·· ~· .. . . // ----Y'() #' . // -!.,,.£:.~~~~~::.!:::::~~~~~~....L..L,I. C~, By UL,./.- T. ...t:'~ ~·-...... rCD " SCH~DbLE ri ~ "ovER A., L •. Jacksv)i:.t1._l;;l;;lsta;.t . ice Presid.enf, · \. .... : \ .l DC 89 ..

.SCHEDULl~ A

( :b-.. ~1 ,:rcd (Cond>t.on 3); and any Additional Terms and Closing Conditions.)

Condi ti on 1. -· $3, 950, 000. 00 fire and ext.ended coverage insurance wi thout co-insurance or with 90% co-insurance. Condition 2. Does not apply. Condition 3. A one story masonry and steel building contai ning 21 282 sq. ft . of air conditioned office space, 306,431 sq. f t. of ~areh o use space,- 20,939 sq. ft. of freezer space, 77,,484 sq. ft . of' refrigerated SQace, 33,288 sq. f t . o f misc ell aneous space , a truck shop of 6;500 sq. ft., 55 truck doors, paved p arki ng for 288 vehicles .and two interior railroad sidings for 30 car spots. Condition 4. A security agreement shall be given covering heating, air conditioning, and refrigerating 'equipment and the Towveyer. Condition 5. Your loan with Equitable B-6510 shall be repaid on or before the closing of the loan. Condition 6. The following covenants will be conditions of the loan: a. You are to furnish consolidated annual audits containing a certificate of compliance with covenants cert ified . ··.. to by a Certified Public Accountant and unaudited quarterly I comparative balance sheet, earnings and surplus statements. b. You are to agree not to incur any additional long term debt, other than to stockholder-members, without Societ y's consent. Society to consent to $1,000,000 bank loan of 5 years being made ·in connection. withArchives new building. c. You will not redeem any capital stock or permit any payments to stockholders by distribution or otherwise which would reduce the members equity below $2,500,000. d. You will not sell substantially all your assets or merge, or consolidate with another.· organization, or make ·a.n important lease of the mortgaged property without prior consent of the Equitable ;· ondition 7. You shall provide such documents necessary to insure Equitable that, during the existence of any default under our loan, no payments be made on account of members' debts and certificates unless and until our loan shall have been brought current, and that in the eventFamily of bankruptcy we have a claim against the other corpora~e assets (in addition to our first lien against the real estate) prior ·to the claims. ·o_f: .members .·for their de~ts Patrona~e . · Dividend Certificates~ ~ , I and .-. :: Condit.ion 8. As an exception to Condition 6.b. you will have the right to finance '--":;,;;...__~ .,. purchas~s of vehicular tractors, trucks, trailers or types of handling · '," :·; : :~ equipmen·t; used in the warehouse operation, but debt of this type is ~ - · _"·."_ t<.?,: ~~ - · ~- ~·,ited .to: not' more. t~~n $5?~,~~~- outsta~' dfo' g at any· one-time • .

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._.. ,. ..,.-, MINUTES OF MEETING OF BOARD OF DIRECTORS, NOVEMBER 17, 1969

A meeting of the Board of Directors was held on the above date. All members were I present. Mr. J. D. Daniel, Chairman, called the meeting to order. The minutes of the previous meeting, held October 20, 1969, were read. There being no corrections or omissions, the minutes were approved as read. It was reported that the attorney had no adverse comments to make in regard to the Board's action pertaining to the members' deposits. Mr. Cuba, of Max M. Cuba & Co., stated that clearing the members' deposits account in accordance with the decision of the Board will diminish the equity account on the financial report, which can have adverse effects with the banks and Dun & Bradstreet. Mr. Cuba further sug­ gested that it may be best for the Board's action to be approved by a general mem­ bership meeting. It was concluded that this is to be reported to the members stockholders meeting which will be held in January. In regard to the members' deposits it was concluded that if any member has paid up $4,000 capital stock and the required amount of buying deposits, said member's members deposits shall be credited to the member's buying deposit - notwithstanding the fact that it is paid up in full. The members' buying deposits was discussed as to whether it is to be refundable in the same manner as capital stock when a member resigns. It was stated that when this buying deposit - or building fund - was instituted and approved by the stockholders, no provision was made in reference to refunding at theArchives time the member resigns. Upon motion made and duly seconded that the same procedure and method shall be applicable in refunding the members buying deposits when members resign as it is with capital I stock, motion carried. APPLICATIONS AND RESIGNATIONS Applications # 6 - J. W. Aiken General Mdse. #120 - Cochran Grocery R. F. D. # 2 Rt. 5 - Athens Highway Dallas, Georgia 30132 Gainesville, Georgia 30501 J. W. Aiken Jewell L. & Bobby Cochran #263 - Green Star Market #601 - J. Rex Martin Food Town 962 Crews Street, S. W. 3530 S. Atlanta Road Atlanta, Georgia 30315 Smyrna, Georgia 30080 Edward Groont Family J. Rex Martin #741 - Jack Queen # 2 North Broad Monroe, Georgia Jack Queen Resignations # 82 - Bragg's Foodland #202 - Jay Dee Food Town #2 1509 - 13th Place 3530 S. Atlanta Road I CubaPhenix City, Alabam Smyrna, Georgia 30080 MINUTES ...... - 2 - November 17, 1969 Resignations - Continued #366 - Green Star Market #561 - Jefferson's Market 962 Crews Street, S. W. 772 Jefferson Street, N.W. I Atlanta, Georgia Atlanta, Georgia #689 - Nite Owl Superette #2 #693 - Nite Owl Superette #1 404 Hamilton Street S. Curve, S. Greenwood Street LaGrange, Georgia 30240 LaGrange, Georgia 30240 #838 - Emmette Smith Grocery Covington Highway Panolard Lithonia, Georgia 30058 All the above applications and resignations were approved as submitted. It was reported that the December meeting will be held in the form of a dinner meet­ ing, including the Wives. As soon as arrangements are made, the Board will be noti­ fied of same. The interim financial report for the four-month period was distributed. Considerable time was spent in analyzing the figures in the grocery department, as this is the only department that reflects a loss from operations. The revenue in the grocery de­ partment shows a decrease of $78,711, and an increase in expenses of $62,471. Most of the accounts were gone over in detail. It was stated that everything possible is and will be done to increase the income and decrease the expenses. It may necessi­ tate increasing the mark-up a fraction of a per cent.Archives The entire financial report was discussed in full detail. It was reported that the audit for the quarter ended September 27, 1969 reflects a discrepancy in inventory in the amount of approximately I $62,000. It was reported inventory is being taken again at the closing of November. The following progress report was rendered on the building: There was a meeting held of CMI representatives, A/G representatives and the archi­ tects. At this meeting the representatives of CMI advised A/G that the contract which was signed in March of 1968 is no longer binding due to the delays caused by A/G. Therefore, they refigured the price, and the new price is $1 ,022.945.60. This is $248,736 in excess of the contract. Approximately $50,000 or $60,000 of this is due to changes. The architects anticipated some escalation - but not such an ex­ orbitant amount! They are of the opinion that a 6% increase, due to higher costs, would be within reason. The CMI representatives stated that this amount is not a matter of escalation. FamilyThey said they started from scratch and refigured the work, etc., and that is the amount they arrived at. A meeting of the Officers (Building Committee) was held prior to the Board meeting, at which time Bob Burton, Architect, was present. It was concluded that A/G is not financially in a position to accept this new high figure, even if it will mean abandoning plans for the new building, notwithstanding the fact that A/G has already spent approximately One-Half Million Dollars ($500,000). The architect suggested that he will get information and cost figures from two other concrete companies on the same work, etc. on which CMI rendered the new cost. They may also get a quota­ tion on steel construction. The Officers agreed to wait ten days or two weeks until these prices are obtained. There was some discussion of this by the Board. The I CubaBoard was in accordance with the action of the Officers. MINUTES ...... - 3 - November 17, 1969

It was reported to the Board that Mr. James R. Paris will officially become I Assistant General Manager. The Board was asked for comments, but there weren't any. The Board concurred with this idea. Under General Welfare there was considerable discussion about idle chatter - whether among the Board members, employees and/or outsiders - which does not lend itself to perpetuating the good image of loyalty, unison, etc. of A/G among the members. At this time the meeting adjourned.

JM/cb Archives I

Family

I Cuba MINUTES OF MEETING OF BOARD OF DIRECTORS, DECEMBER 15, 1969

A meeting of the Board of Directors was held on the above date. All board members I were present. Mr. J. D. Daniel, Chairman, called the meeting to order. Minutes of the previous meeting held November 17, 1969 were read. There being no corrections or omissions , the minutes were approved as read. APPLICATIONS AND RESIGNATIONS Applications

#242 - Dixie Red Dot #719 - Pat 1 s Market 209 Edgewood Avenue, N.E. 95 Cole Street, N.E. Atlanta, Ge orgia 30303 Marietta, Georgia 30060 L. Spreng, Owner Rober t S. Teague #895 - Tenneco Top Ten Store #13809 #903 - Tenneco Top Ten Store #13609 3364 Glenwood Avenue 200 S.E. Upper Riverdale Rd. Decatur, Georgia 30032 Jonesboro, Georgia 30236

#933 - Tyner 1 s Food Store #2 Athens Highway Gainesville, Georgia 30501 Gene Tyner, Owner RESIGNATIONS Archives I #211 - D & V Food Mart #218 - Davis Super Market Zebulon 1202 Cherry Drive Georgia Lanett, Alabama

#337 - Gene 1 s Super Market #402 - Harry 1 s Market 2440 Rock Chapel Road 197 Walnut Street, N.W. Lithonia, Georgia Atlanta, Georgia #412 - Highland Pines Superette #441 - S.L. Hunton Grocery Route 1 140 Whiteford Avenue,SE Fortson, Georgia Atlanta, Georgia #630 - D. B. Miles GroceryFamily #663 - Dixie Red Dot (Mrs. Saperstein) 2748 Buena Vista Road 209 Edgewood Avenue, N.E. Columbus, Georgia Atlanta, Georgia 30303 #703 - Pat's Market (H.P. Bishop) #772 - Roxy Delicatessen 305 Cole Street 1011 Peachtree Street, NE Marietta, Georgia Atlanta, Georgia #782 - Harry 1 s Market 803 Hunter Street, N.W . I CubaAtlanta, Georgia Continued ...... MINUTES ...... - 2 - December 15,lg/;1

Interim financial report for the five-month period ended November 22, 1969 was ren­ ered. A consolidated report was distributed to each board member. Expenses in ex­ cess of revenue continues. Detailed explanation on the following was rendered to I the board: The statement reflects a decrease in sales of $312,000 in cigarettes, and $663,000 in the grocery department; A decrease in income in cigarettes of $14,000; groceries $27,000; Other Revenue $36,000 - a total decrease in revenue of $75,000 over the previous period, and an increase in expense of $91 ,000. The increase in expense was detailed. Due to the high cost of doing business and a decrease in income, it will be necessary to begin increasing the mark-up. The Board was in accord with this. It was reported that after taking physical inventory at the end of November the records reflect that the shortage shown at the end of September still exists; however, the in­ ventory for the past sixty days checked within reason ($11 ,000). It was reported that the figures and records are being checked to ascertain whether the loss is due to pil­ ferage and stealing, or in the books. The consensus of the Board was that if improvements in the operations cannot be shown, and if inventory continues to check short, it will become necessary to consider obtain­ ing new management. It was stated to the Board that under the present conditions and shortage of ~ace it will be impossible to show big improvements in operations; however, the shortages in inventory should be eliminated. Archives I Supplementing the minutes of November 17 in reference to the Officers' report in re­ gard to the building and the exorbitant acceleration in cost by CMI of the overall figure in their contract of March, 1968, the Officers (Building Committee) reported as follows: The architect was successful in receiving a quote from Atlanta Structural Concrete Co. in an amount of $715,000. Work completed by CMI in an amount of $167,000 is to be added to the above, making the total figure of the precast concrete $882,000, against $1 ,022,000 quoted by CMI. A meeting of the officers, architects and contractor was held on December 8 reporting the above, at which time the Officers accepted the quota­ tion from Atlanta Structural Concrete Company, and the President signed the contract with Brice Building Company. This created a considerableFamily discussion by the Board of Directors. Some were of the opinion that the contract should not have been signed, and that A/G should not pro­ ceed with the new building, notwithstanding the fact that a loss in excess of $600,000 would be sustained by A/G representing monies paid for grading, architects' fees and the material prefabricated by CMI. This was discussed at length, including present operations and management: then upon motion made and duly seconded that the contract which was signed with Brice Building Company be cancelled, realizing that A/G will suffer considerable loss representing the various work which has been done and for which A/G has paid in connection with the building and land, this was taken to a vote. The following members - Messrs. Donald Danneman, Roger Parker, W. E. Salmon, Fred Braswell, J. T. Jordan and Donnie Rogers - voted for the motion, and five - Messrs. M. P. Greene, A. L. Crook, Wa lter Payne, Sidney Rich and Samuel Weissman - voted against, I Cubaand the Board ruled that the Chairman, Mr. J. D. Daniel, was not to cast his vote. Continued ...... MINUTES ..... - 3 - December 15,1969

I It was concluded that the attorney shall be advised of this action to ascertain whether this matter needs to be ratified at a general stockholder membership meet­ ing. It was stated that a dinner meeting would be held Tuesday, December 16, and that after the dinner the Bo ard will convene to receive a report from the attorney. There was an extension of the option prepared by the Atlanta and West Point Rail Road Company in regard to the land which was supposed to be signed by the President, but after this action the President did not sign the extension. Under General Welfare the President stated that in his opinion tonight's action of the Board would be detrimental to A/G. At this time the meeting adjourned.

Archives I JM/cb

Family

I Cuba MINUTES OF MEETING OF THE BOARD OF DIRECTORS, DECEMBER 16, 1969 I After dinner with the Wives, the Board convened for a business session. Mr. W. E. Salmon and Mr. Roger Parker were absent. Mr. Larry I. Bogart, of Powell, Goldstein, Frazer & Murphy, was present. This meet­ ing was called for the purpose of learning from Mr. Bogart whether the action of the Board pertaining to the building at the previous meeting held December 15 needs to be reported and acted upon by a general stockholders membership meeting. Mr. Bogart was informed of what had taken place at this meeting. Mr. Bogart stated to the Board that its action need not be ratified at a general stockholders membership meeting - that since the general membership meeting is to be held in January, same can be reported at this meeting. Mr. Bogart further stated that the action of the Board exposed A/G to the possibilities of sustaining losses in addition to the amount in excess of $600,000 stated in the previous minutes: the contractor, Brice Building Company, and Atlanta Structural Concrete Company can sue A/G for the potential profit involved. Mr. Bogart felt it was his duty to call this to the attention of the Board. There was additional discussion in regard to the action taken by the Board. Since the meeting was called for the purpose of ascertaining whether this needs to be brought before a general stockholders membership meeting, and since Mr. Bogart stated that the Board had the legal right to act without having to have it ratified at a general stockholders membership meeting, the meetingArchives adjourned. I

JM/cb Family

I Cuba I MINUTES OF SPECIAL MEETING OF THE BOARD OF DIRECTORS , DECEMBER 17, 1969

A special meeting of the Board of Directors was held on the above date . All Directors were present . At this meeting the following was reported : Due to the action taken by the Board at the previous meetings held Monday and Tuesday, December 15 and 16 respectively, the Manager talked to Don Evans of Equitable Assurance Society inqu iring what the chances would be of switching part of the commitment for the new building for an addition to our present building, which would in- elude refinancing of this building . Mr . Evans ' reply was that this cannot be done - that if it is concluded notArchives to proceed, the present t commitment would be cancelled and we would have to start from the beginning . He further stated that the present interest rate is from 10 1/4% to 10 1/2% plus participation . During the discussion he stated that he is fairly positive that the home office would not accept or approve an application now for financing the addition and/ or refinancing the old building. Based on previous experience with ~r . Evans , it is fairlyFamily certain that Mr . Evans would not recommend to the home office that they approve a loan as outlined herein - in fact, chances are that he would not even take the application . It was further pointed out that , again based on past experience, if Equitable refuses t o finance the addition to the present building which, based on the conversation with Mr . Evans, that that is what I Cubawould occur, no other financial institution would be willing to lend 2 . money to A/G for this purpose . This was discussed at length, I pointing out that due to not being able to finance an addition to this building and based on the action of the Board of Directors, it is not possible to continue in this building with the present warehouse space . If no addition is made, it would be necessary to reduce the volume by $10- 15 Million per annum . Based on our present volume , it would be impossible to operate efficiently and economically in this space . It was stated to the Board that the estimated cost of the new building will be approximately $5,175, 613 . 00 . A/G has paid for the land, grading, etc . an amount of $590, 002 : it would still require $4, 585, 611, which would be met with Equitable's commitment in the amount of $3, 600, 000 and Fulton National Bank'sArchives loan of $1 , 000,000, for a t otal of $4, 600, 000 . t It was further stated that material handling equipment, racks and equipment for the meat department would amount to approximately $600, 000 . Our members ' Buying Deposit is being collected on the basis of between $400, 000 and $450, 000 per annum. It is hoped that the present warehouse can be sold for at least $1 , 000, 000 . Management stated that, based on projectedFamily cash flow, A/G will be in a position to take care of the payments. Management further stated that, as has been stated in the past, it will require A/G to work on an overall mark-up in the grocery department of a minimum of 3% to break even, provided the volume will increase from 5% to 10%. There is no ueason why A/G I Cubashould not experience this increase. 3.

After considerable discussion and upon motion d uly made I and seconded the following resolution was unanimously passed and adopted by the Board of Directors :

Resolved by the Board of Directors of Associated Grocers

Co-Op, Inc., that the action of the Board on December 15, 1969

halting proceeding with the construction of the new building is

hereby rescinded.

Adter additional discussion and upon motion duly made and

seconded the following resolutions were passed and adopted by the

Board of Directors, all Director s, except Mr. Fred Braswell (who

voted no), voting in favor :

Resolved by the Board of Director s of Associated Grocers Co-Op, Inc. that A/ G proceed with the new building,Archives that the Presi­ I dent, Mr. J. D. Daniel, is authorized and directed to execute an option agreement with the Atlanta and West Point Railroad extending

the railroad's option to repurchase and extending the time within

which A/G may build the building, that the President i s auth orized

and directed to sign the trackage agreement with the railroad, and

that the President's execution and delivery (subject to final clos­ ing of the constructionFamily and pre-closed permanent loan) of the con­ struction contract with Brice Building Company, Inc. is hereby

ratified; and

Resolved, by the Booe d of Directors of Associated Grocers

Co-Op, Inc. that the President, Mr. J. D. Daniel, and the Secretary,

Mr. Jack Maziar, are hereby authorized on behalf of Associated CubaGrocers Co-Op, Inc.: I (a) To close the combination construction loans from the Fulto n National Bank of Atlanta ("the Fulton" ) in

the amounts of $3,600,000.00 and $1,000,000.00 and pre------.,

4.

closed permenant loan from The Equitable Life

11 !t Assurance Society ("Equitable ) in the amount of $3,600,000 in accordance with the commit­ ment of Equitable dated October 3, 1969 (on

Equitable 1 s loan number A-4888) and in accord- ance with the Fulton's commitment dated October 28, 1969; (b) to execute, deliver, and seal to the Fulton a promissory note in the amount of $3,600,000 payable, if acquired by Equitable in accordance with its commitment, in 90 quarterly install­ ments of principal of $40,000 each plus accrued interest on the unpaid balance at Archivesthe rate of 9 1/2% per annum, said note to provide for in- I terest, prior to acquisition thereof by Equit- able, on funds advanced thereunder, at the rate ,I. of 10% per annum during the first year and 14% per annum during the second year; I (c) to execute, deliver, and seal to secure the $3,600,000 construction and pre-closed per- menant loan,Family a first deed to secure debt cover- ing the real property (and the fixtures and pro- perty now or hereafter acquired and used in connection with the operation of real property) of Associated Grocers Co-op, Inc. located in Land Lot 37 of the 13th District of Fulton I CubaCounty, Georgia consisting of approximately 41.14 acres; 5.

(d ) to execute, deliver, and seal a promi­ I ssory note in the amount of $1,000,000.00 to the Fulton payable interest only (on the amount advanced thereunder) for fifteen months at the rate of 10% per annum and thereafter principal and interest at the rate of 10% per annum in 36 monthly installments of $32,267 . 19 each; (e) to execute, deliver, and seal to secure the aforesaid $1,000,000.00 note a secondary deed to secure debt covering the real property of Associated Grocers Co-op, Inc . located at and known as 1286 Milledge Street, East Point, Fulton County, Georgia; and Archives (f) to execute, deliver and seal such other I documents (including, without limitation, a financing statement, closing statements, con- struction loan agreements, security agreements, and affidavits) and do such other things as the President and Secretary shall determine necessary and desirable to consummate the financing for the constructionFamily of the Associated Grocers Co-op , Inc . new office and warehouse complex, their signatures and the seal of the corporation appear- ing on all such documents being conclusive evi- dence of their authority to go act on behalf of the corporation. I Cuba~esolved further, by the Board of Directors that the action of Mr. Sam Weissman, Vice President, in signing the loan purchase ,,...- --

6 .

and sale agreement on behalf of Associated Grocers Co-op, Inc. I is hereby ratified and approved) It was stated that the Manager and Assistant Manager would be happy to leave the room so that the Board of Directors can feel more free in discussing management; however, the consen- sus of the Board was that this was not necessary . At this time the meeting adjourned .

Respe;;JQ ~~

Jack Maziar., Secretary Archives t

Family

' Cuba