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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Information to be Included in Statements Filed Pursuant to 13d-1(a) and
Amendments Thereto Filed Pursuant to 13d-2(a)
(Amendment No. ________)*
United Natural Foods, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
911163103
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(CUSIP Number)
Barclay McFadden, III, Stow Mills, Inc., Stow Drive,
Chesterfield, N.H. 03443 (603) 256-3000
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(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications)
October 31, 1997
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(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: [_]
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rules 13d-1(a) for other parties to whom copies are to
be sent.
* 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).
Page 1 OF 5
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SCHEDULE 13D
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CUSIP NO. 911163103 PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
BARCLAY MCFADDEN, III
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
SC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF 2,025,576
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,025,576
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,025,576
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.67%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 pages
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CUSIP NO. 911163103 Page 3 of 5 pages
Item 1. Security and Issuer
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This schedule relates to the Common Stock, $.01 par value per share (the
"Common Stock"), of United Natural Foods, Inc., a Delaware corporation (the
"Company"), which has its principal executive offices located at 260 Lake Road,
Dayville, Connecticut 06241.
Item 2. Identity and Background
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This statement is filed by Barclay McFadden, III. During the last five
years, Mr. McFadden has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Mr. McFadden is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
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On October 31, 1997, GEM Acquisition Corp., a wholly owned subsidiary of
the Company, merged with and into Stow (the "Merger"), whereupon Stow became a
wholly owned subsidiary of the Company. Upon consummation of the Merger, Mr.
McFadden's shares of capital stock of Stow were converted into an aggregate of
2,025,576 shares of Common Stock of the Company.
Item 4. Purpose of Transaction
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The acquisition of securities of the Company by Mr. McFadden occurred in
connection with the Merger. Mr. McFadden was a principal stockholder of Stow.
In connection with the Merger, the principal stockholders of the Company entered
into a Board Election Securityholder Voting Agreement in which they agreed to
elect Mr. McFadden to a three-year term on the Company's Board of Directors.
Item 5. Interest in Securities of the Issuer
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Mr. McFadden beneficially owns 2,025,576 shares of Common Stock, which
represents approximately 11.67% of the total outstanding shares of Common Stock.
Mr. McFadden is the direct owner of all 2,025,576 shares for which he exercises
sole investment and voting power. Mr. McFadden did not effect any transaction
in the shares of Common Stock in the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer
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The Company, Mr. McFadden, Richard S. Youngman, James S. McDonald, as
Trustee of the Barclay McFadden Family Trust, Jonathan Jacobowitz, Thomas A.
Nunziata, Michelle Cherrier, Thomas Morrison Carnegie McFadden, George Stillman
McFadden and Barclay McFadden, IV have entered into a Registration Rights
Agreements pursuant to which the Company will provide the former Stow
stockholders with certain registration rights with respect to the Company's
Common Stock issued to him in connection with the Merger.
Page 3 of 5 pages
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CUSIP NO. 911163103 Page 4 of 5 pages
Item 7. Material to be Filed as Exhibits
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Please see Exhibit Index attached hereto.
Signatures
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.
11/10/97 /s/ Barclay McFadden, III
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Date Barclay McFadden, III
Page 4 of 5 pages
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CUSIP NO. 911163103 Page 5 of 5 pages
INDEX TO EXHIBITS
Description
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1.* Agreement and Plan of Reorganization dated as of June 23, 1997, and as
amended and restated as of August 8, 1997, among the Company, GEM
Acquisition Corp., a wholly owned subsidiary of the Company, Stow and
Barclay McFadden, III and Richard S. Youngman.
2.** Form of Registration Rights Agreement by and among the Company and Mr.
McFadden, Richard S. Youngman, James S. McDonald, as Trustee of the
Barclay McFadden Family Trust, Jonathan Jacobowitz, Thomas A. Nunziata,
Thomas Morrison Carnegie McFadden, George Stillman McFadden and Barclay
McFadden, IV.
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* Incorporated herein by reference to Annex A to the Company's Proxy
Statement, dated October 15, 1997, relating to the issuance of shares of
Common Stock in connection with the Merger.
** Incorporated herein by reference to Exhibit B to Annex A to the Company's
Proxy Statement, dated October 15, 1997, relating to the issuance of shares
of Common Stock in connection with the Merger.
Page 5 of 5 pages
