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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____________)*
Landec Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
514766104
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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
disclosures provided in a prior cover page.
The information required on 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).
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CUSIP NO. 514766104 13G PAGE 1 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL L. WILLIAMS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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5 SOLE VOTING POWER
NUMBER OF
1,342,347
SHARES ------------------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY ------------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
EACH
1,342,347
REPORTING ------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,342,347
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.2%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 514766104 13G PAGE 2 OF 5 PAGES
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ITEM 1(a). NAME OF ISSUER:
LANDEC CORPORATION
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3603 HAVEN AVENUE, MENLO PARK, CA 94025
ITEM 2(a). NAME OF PERSON FILING:
MICHAEL L. WILLIAMS
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
306 NORTH MAIN STREET, MONTICELLO, IN 47960
ITEM 2(c). CITIZENSHIP:
USA
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
COMMON STOCK
ITEM 2(e). CUSIP NUMBER:
514766104
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 Exchange Act;
(b) / / Bank as defined in section 3(a)(6) of the Exchange Act;
(c) / / Insurance company as defined in section 3(a)(19) of the Exchange
Act;
(d) / / Investment company registered under section 8 of the Investment
Company Act;
(e) / / An investment adviser in accordance with Rule
13-d(1)(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person, in accordance with
Rule 13d-1(b)(ii)(G);
(h) / / A savings association, as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) / / Group, in accordance wtih Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box /X/.
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CUSIP NO. 514766104 13G PAGE 3 OF 5 PAGES
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ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
1,342,347
(b) Percent of Class:
10.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 1,342,347
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of 1,342,347
(iv) shared power to dispose or to direct the disposition of 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
NOT APPLICABLE
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
NOT APPLICABLE
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
NOT APPLICABLE
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CUSIP NO. 514766104 13G PAGE 4 OF 5 PAGES
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
NOT APPLICABLE
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my 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 connection with or as a participant in any transaction having
such purposes or effect.
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.
February 11, 1999
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Date
/s/ Michael L. Williams
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Signature
Michael L. Williams
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)