-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PAZvhrQZXxnPnc/xRlTpCZHvrU5UepzP/vP1R+pyvrVO1l2OlI8K0DmK7yT/cyR9 tMkyYCgAjh3eAk+ZGV4tvA== 0000842322-94-000004.txt : 19940910 0000842322-94-000004.hdr.sgml : 19940910 ACCESSION NUMBER: 0000842322-94-000004 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940908 GROUP MEMBERS: BAUPOST GROUP INC GROUP MEMBERS: BAUPOST PARTNERS GROUP MEMBERS: SETH A. KLARMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED FOODS INC/DE CENTRAL INDEX KEY: 0000728258 STANDARD INDUSTRIAL CLASSIFICATION: 2030 IRS NUMBER: 741264568 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-19374 FILM NUMBER: 94548402 BUSINESS ADDRESS: STREET 1: 10 PICTSWEET DR CITY: BELLS STATE: TN ZIP: 38006 BUSINESS PHONE: 9014227600 MAIL ADDRESS: STREET 1: 10 PICTSWEET DRIVE CITY: BELLS STATE: TN ZIP: 38006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAUPOST GROUP INC CENTRAL INDEX KEY: 0000842322 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 042753581 STATE OF INCORPORATION: MA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 44 BRATTLE ST CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6174976680 MAIL ADDRESS: STREET 1: PO BOX 1288 CITY: CAMBRIDGE STATE: MA ZIP: 02238 SC 13G 1 13G, UNITED FOODS, INC., 8 SEPT 1994 The Baupost Group, Inc. 44 Brattle Street, 2nd Floor P.O. Box 389125 Cambridge, Massachusetts 02238-9125 Phone: (617) 497-6680 Fax: (617) 876-0930 September 8, 1994 Securities and Exchange Commission Securities Filing Department 450 Fifth Street, NW Washington, DC 20549 Re: UNITED FOODS, INC. Dear Sir or Madame: Enclosed for filing under Rule 13d-1 under the Securities Exchange Act of 1934 is our amended Schedule 13G for a group of United Foods, Inc. stockholders. Under cover of this letter, copies of this filing are also being sent (via Federal Express) to United Foods, Inc. and the principal exchange upon which this security is traded. Sincerely, THE BAUPOST GROUP, INC. By: SETH A. KLARMAN Title: President BAUPOST PARTNERS By: THE BAUPOST GROUP, INC., its managing general partner By: SETH A. KLARMAN Title: President SETH A. KLARMAN By: SETH A. KLARMAN Enclosures cc: UNITED FOODS, INC. American Stock Exchange UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 ) United Foods, Inc., 10 Pictsweet Drive, Bells, TN 38006-0119 (NAME OF ISSUER) Class A Common Stock, par value $1.00 (Title of Class of Securities) 910365303 (CUSIP Number) Check here if a fee is being paid with this statement:_______. (A fee is not required only if the filing person: (1) has a previous statment on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. See Rule 13d-7). * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ******************************************************************************* 1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: THE BAUPOST GROUP, INC., 04-2752581 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) X (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION THE COMMONWEALTH OF MASSACHUSETTS 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,076,169 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,076,169 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,076,169 10. CHECK HERE IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.53% 12. TYPE OF REPORTING PERSON * IA ******************************************************************************* 1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: BAUPOST PARTNERS, 04-2878725 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) X (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION THE COMMONWEALTH OF MASSACHUSETTS 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 894,769 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 894,769 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 894,769 10. CHECK HERE IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.57% 12. TYPE OF REPORTING PERSON * IA ******************************************************************************* 1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: SETH A. KLARMAN, ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) X (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,076,169 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,076,169 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,076,169 10. CHECK HERE IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.53% 12. TYPE OF REPORTING PERSON * HC ******************************************************************************* This statement relates to the Class A common stock, par value $1.00 per share (the "Class A Stock"), issued by United Foods, Inc. The Baupost Group, Inc., Baupost Partners, and Seth A. Klarman beneficially own Class A Stock and are deemed to be the owners of Class A Stock as a result of their beneficial ownership of Class B Common Stock, par value $1.00 per share (the "Class B Stock"), issued by the company. The Class B Stock is convertible share-for-share into Class A Stock. The Baupost Group, Inc., Baupost Partners, and Seth A. Klarman have not converted any of the Class B Stock to date, and currently have no plans to do so. ******************************************************************************* Item 1 (a) Name of Issuer: UNITED FOODS, INC. 1 (b) Address of Issuer's Principal Executive Offices: 10 Pictsweet Drive, Bells, TN 38006-0119 Item 2 (a) Name of Person Filing: (1) The Baupost Group, Inc. (2) Baupost Partners (3) Seth A. Klarman 2 (b) Address of Principal Business Offices or, if none, Residence: (1) The Baupost Group, Inc. 44 Brattle Street, 2nd Floor Cambridge, Massachusetts 02138 (2) Baupost Partners 44 Brattle Street, 2nd Floor Cambridge, Massachusetts 02138 (3) Seth A. Klarman 44 Brattle Street, 2nd Floor Cambridge, Massachusetts 02138 2 (c) Citizenship: (1) The Commonwealth of Massachusetts (2) The Commonwealth of Massachusetts (3) United States of America 2 (d) Title of Class of Securities: Common Stock, par value $1.00 2 (e) CUSIP Number: 910365303 Page 5 of 10 Item 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment Company registered under Section 8 of the Investment Company Act. (e) [ ] Investment Advisor registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan, Pension Fund which is sub- ject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13D-1(b)(1)(ii)(F). (g) [ ] Parent Holding Company, in accordance with Section 240.13D-1(b)(ii)(G) (Note: See Item 7). (h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H). Item 4 Ownership: If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount Beneficially Owned: (as of August 31, 1994) (1) By The Baupost Group, Inc: 1,076,169 of which 235,100 are beneficially owned as a result of the right to acquire Class A Stock upon the conversion of 235,100 shares of the company's Class B Stock. (2) By Baupost Partners: 894,769 of which 199,700 are beneficially owned as a result of the right to acquire Class A Stock upon the conversion of 199,700 shares of the company's Class B Stock. (3) Seth A. Klarman: 1,076,169 of which 235,100 are beneficially owned as a result of the right to acquire Class A Stock upon the conversion of 235,100 shares of the company's Class B Stock. (4) By the group in the aggregate: 1,076,169 of which 235,100 are beneficially owned as a result of the right to acquire Class A Stock upon the conversion of 235,100 shares of the company's Class B Stock. (b) Percent of Class: (1) By The Baupost Group, Inc: 17.53% (2) By Baupost Partners: 14.57% (3) Seth A. Klarman: 17.53% (4) By the group in the aggregate: 17.53% (C) Number of shares as to which such person has: (i) sole power to vote or to direct the vote --- 0 (ii) shared power to vote or to direct the vote (1) By The Baupost Group, Inc: 1,076,169 (2) By Baupost Partners: 894,769 (3) Seth A. Klarman: 1,076,169 (4) By the group in the aggreg 1,076,169 (iii) sole power to dispose or to direct the disposition of --- 0 (iv) shared power to dispose or to direct the disposition of (1) By The Baupost Group, Inc: 1,076,169 (2) By Baupost Partners: 894,769 (3) Seth A. Klarman: 1,076,169 (4) By the group in the aggreg 1,076,169 Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6 Ownership of More than Five Percent on behalf of Another Person: The Baupost Group, Inc. and Baupost Partners are each registered investment advisers. Seth A. Klarman, as the controlling person of Baupost Group, Inc., is deemed to have beneficial ownership under Section 13(d) of the securities beneficially owned by Baupost Group, Inc. Securities reported on this Schedule 13G as being bene- ficially owned by the Baupost Group, Inc. and Baupost Partners include securities purchased on behalf of their clients, which include an investment company registered under the Investment Company Act of 1940 and various limited partnerships. No persons other than the persons filing this Schedule 13G have an economic interest in the securities reported on which relates to more than 5 per- cent of the class of securities. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A Item 8 Identification and Classification of members of the Group: This schedule has been filed pursuant to Rule 13d-1(b) (1)(ii)(H). Exhibit A hereto sets forth the identity and Item 3 classification of each member of the group. Item 9 Notice of Dissolution of Group: N/A Item 10 Certification: By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in con- nection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. September 8, 1994 Date THE BAUPOST GROUP, INC. By: SETH A. KLARMAN Title: President BAUPOST PARTNERS By: THE BAUPOST GROUP, INC., its managing general partner By: SETH A. KLARMAN Title: President SETH A. KLARMAN By: SETH A. KLARMAN EXHIBIT A Item 3 Member of Group Classification (1) The Baupost Group, Inc. IA (2) Baupost Partners IA (3) Seth A. Klarman HC EXHIBIT B Agreement The undersigned hereby agree that the Schedule 13G of which this Exhibit B is a part is filed on behalf of each of the undersigned. September 8, 1994 Date THE BAUPOST GROUP, INC. By: SETH A. KLARMAN Title: President BAUPOST PARTNERS By: THE BAUPOST GROUP, INC., its managing general partner By: SETH A. KLARMAN Title: President SETH A. KLARMAN By: SETH A. KLARMAN -----END PRIVACY-ENHANCED MESSAGE-----