VITA FOOD PRODUCTS INC
SC 13G, 1998-02-17
MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

                         INFORMATION STATEMENT PURSUANT
                            TO RULES 13d-1 AND 13d-2
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934


                            VITA FOOD PRODUCTS, INC.
                                (Name of Issuer)


                                  COMMON STOCK
                         (Title of Class of Securities)


                                   928450105
                                 (CUSIP Number)




Date of Reportable Event January 15, 1997
Check the appropriate box to designate the rule pursuant to which this 
Schedule is held:
                        [ ]     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 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).




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CUSIP NO. 928450105                                                  Page 2 of 5
                                  SCHEDULE 13G
- --------------------------------------------------------------------------------





1.   NAME OF REPORTING PERSON
     S.S.OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     STEPHEN D. RUBIN
     SS# ###-##-####

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
         (a) [ ]        (b) [ ]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U. S. A.

NUMBER OF               5.   SOLE VOTING POWER          1,211,742
SHARES
BENEFICIALLY            6.   SHARED VOTING POWER             ---
OWNED BY
EACH                    7.   SOLE DISPOSITIVE POWER     1,211,742
REPORTING
PERSON                  8.   SHARED DISPOSITIVE POWER        ---
WITH

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON                                    1,211,742

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
     EXCLUDES CERTAIN SHARES* [ ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9          32.7%

12.  TYPE OF REPORTING PERSON*

     IN

     *SEE INSTRUCTIONS BEFORE FILLING OUT



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CUSIP NO. 928450105                                                  Page 3 of 5
                                  SCHEDULE 13G
- --------------------------------------------------------------------------------



Item 1.

      (a)   Name of issuer: Vita Food Products, Inc.

      (b)   Addreses of issuer's principal executive offices:
                        2222 West Lake Street
                        Chicago, Illinois  60612


Item 2.

      (a)   Name of person filing: Stephen D. Rubin

      (b)   Address of principal business office or, if none, Residence:
                        c/o  Vita Food Products, Inc.
                        2222 West Lake Street
                        Chicago, Illinois 60612

      (c)   Citizenship:  U. S. A.

      (d)   Title of class of securities:  Common Stock

      (e)   CUSIP No.: 928450105


Item 3.  If this statement is filed pursuant to Section Section 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:

      (a)  [ ] Broker or dealer registered under section 15 of the Act (15
           U.S.C. 78c).

      (b)  [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
           78c).

      (c)  [ ] Insurance company as defined in section 3(a)(19) of the Act
           (15 U.S.C. 78c).

      (d)  [ ] Investment company registered under section 8 of the
           Investment Company Act of 1940 (15 U.S.C. 80a-8).

      (e)  [ ] An investment adviser in accordance with Section
           240.13d-1(b)(1)(ii)(E);

      (f)  [ ] An employee benefit plan or endowment fund in accordance with
           Section 240.13d-1(b)(1)(ii)(F);

      (g)  [ ] A parent holding company or control person in accordance with
           Section 240.13d-1(b)(1)(ii)(G);

      (h)  [ ] A savings associations as defined in Section 3(b) of the
           Federal Deposit Insurance Act (12 U.S.C. 1813);



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CUSIP NO. 928450105                                                  Page 4 of 5
                                  SCHEDULE 13G
- --------------------------------------------------------------------------------



      (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 (15 U.S.C. 80a-3);

      (j)  [ ] Group, in accordance with Section 240.13d-1(b)(ii)(J).

     If this statement is filed pursuant to Section 240.13d-1(c), check this
box.  [X]

Item 4 Ownership.

      (a)  Amount beneficially owned:  1,211,742

      (b)  Percentage of class:            32.7%

      (c)  Number of shares as to which the person has:

          (i)   Sole power to vote or to direct the vote:              1,211,742

          (ii)  Shared power to vote or to direct the vote:                ---

          (iii) Sole power to dispose or to direct the disposition of: 1,211,742

          (iv)  Shared power to dispose or to direct the disposition of:   ---
         
Item 5   Ownership of 5 percent or less of a class:

         Not Applicable

Item 6   Ownership of More than 5 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

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 not acquired and are not
         held for the purpose of or with the


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CUSIP NO. 928450105                                                  Page 5 of 5
                                  SCHEDULE 13G
- --------------------------------------------------------------------------------



         effect of changing or influencing the control of the issuer of the
         securities and were not acquired and are not held in connection with
         or as a participant in any transaction having that purpose or effect.


     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 16, 1998




                  /s/ Stephen D. Rubin 
                  -------------------- 
                  Stephen D. Rubin     
                                       
                                                               


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