-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BAdl2QyDVulfyhtD4INS6dP8Vbb9XQTZtUVUne2vXMn7fDC8GmvmnPPpK0OZ7UAp OHdtEf05Lj5ZiZizaMZ6Cg== 0000950127-97-000016.txt : 19970225 0000950127-97-000016.hdr.sgml : 19970225 ACCESSION NUMBER: 0000950127-97-000016 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970206 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPTA FOOD INGREDIENTS INC /DE CENTRAL INDEX KEY: 0000883326 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 043117634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42318 FILM NUMBER: 97519679 BUSINESS ADDRESS: STREET 1: 25 WIGGINS AVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172765100 MAIL ADDRESS: STREET 1: 25 WIGGINS AVENUE CITY: BEDFORD STATE: MA ZIP: 01730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NOUVELLE HOLDING GUYOMARCH SA CENTRAL INDEX KEY: 0001030328 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 14 RUE LAFAYETTE CITY: PARIS FRANCE 75009 STATE: I0 BUSINESS PHONE: 33148019850 MAIL ADDRESS: STREET 1: 14 RUE LAFAYETTE STREET 2: PARIS FRANCE 75009 STATE: I0 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Opta Food Ingredients, Inc. (Name of Issuer) Common Shares, $.01 par value per share (Title of Class of Securities) 68381N 10 5 (CUSIP Number) with copies to: Mr. Henry Lagarde John M. Reiss, Esq. Nouvelle Holding Guyomarc'h S.A. White & Case 14 rue Lafayette 75009 1155 Avenue of the Americas Paris, France New York, NY 10036 (33-1) 48 01 98 50 (212) 819-8200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 29, 1997 ____________________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ). ____________ SCHEDULE 13D (Amendment No. 1) CUSIP No. 68381N 10 5 Page 2 of 6 Pages 1 NAME OF REPORTING PERSON Nouvelle Holding Guyomarc'h S.A. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) (X) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( ) PURSUANT TO ITEMS 2(d) or 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of France NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 1,386,674 (see discussion in Items 4 & 5) REPORTING PERSON WITH 8 SHARED VOTING POWER 0 (see discussion in Items 4 & 5) 9 SOLE DISPOSITIVE POWER 1,386,674 (see discussion in Item 4 & 5) 10 SHARED DISPOSITIVE POWER 0 (see discussion in Items 4 & 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,386,674 (see discussion in Items 4 & 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% (see discussion in Items 4 & 5) 14 TYPE OF REPORTING PERSON HC
SCHEDULE 13D (Amendment No. 1) CUSIP No. 68381N 10 5 Page 3 of 6 Pages 1 NAME OF REPORTING PERSON Compagnie Financiere de Paribas 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) (X) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( ) PURSUANT TO ITEMS 2(d) or 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of France NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 1,386,674 (see discussion in Items 4 & 5) REPORTING PERSON WITH 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1,386,674 (see discussion in Items 4 & 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,386,674 (see discussion in Items 4 & 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% (see discussion in Items 4 & 5) 14 TYPE OF REPORTING PERSON HC
SCHEDULE 13D (AMENDMENT NO. 1) OPTA FOOD INGREDIENTS, INC. ITEM 4. PURPOSE OF THE TRANSACTION Item 4 to the Schedule 13D filed by Nouvelle Holding Guyomarc'h S.A. and Compagnie Financiere de Paribas on January 9, 1997 (the "Schedule 13D") in connection with the common shares, $.01 par value per share, of Opta Food Ingredients, Inc., a Delaware corporation, is hereby amended by inserting the following sentence at the end of the first paragraph thereof: "Pursuant to the Opta Agreement, Nouvelle is entitled to designate a director to the Board of Directors of the Company. On January 29, 1997, Frederic Stevenin, an officer of Banque Paribas ("BP"), was designated by Nouvelle to be appointed to the Board of Directors of the Company and was then appointed to the Board of Directors of the Company. BP and Nouvelle are both subsidiaries primarily owned by Compagnie Financiere de Paribas." ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Schedule 13D is hereby amended by inserting the following sentence at the end of the fourth paragraph thereof: "Pursuant to the Opta Agreement, Nouvelle is entitled to designate a director to the Board of Directors of the Company. On January 29, 1997, Frederic Stevenin, an officer of Banque Paribas ("BP"), was designated by Nouvelle to be appointed to the Board of Directors of the Company and was then appointed to the Board of Directors of the Company. BP and Nouvelle are both subsidiaries primarily owned by Compagnie Financiere de Paribas." SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 6, 1997 NOUVELLE HOLDING GUYOMARC'H S.A. By: /s/ H. Lagarde Name: H. Lagarde Title: Chairman SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 6, 1997 COMPAGNIE FINANCIERE DE PARIBAS By: /s/ M. E. Noyelle Name: M. E. Noyelle Title: General Attorney -----END PRIVACY-ENHANCED MESSAGE-----