<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HIBERNIA FOODS PLC
(Name of Issuer)
ORDINARY SHARES, IRL .07 PAR VALUE
(Title of Class of Securities)
428660104
(CUSIP Number)
September 25, 1998
(Date of Event Which Requires Filing of This Statement)
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)
(Page 1 of 4 Pages)
<PAGE> 2
CUSIP NO. 428660104 13G PAGE 2 OF 4 PAGES
<TABLE>
<S> <C> <C>
- ----------- -----------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BESTFOODS - 36-2385545
- ----------- -----------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
- ----------- -----------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------- -----------------------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- ----------- -----------------------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 550,000
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 550,000
PERSON WITH 8 SHARED DISPOSITIVE POWER
None
- ----------- -----------------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,000
- ----------- -----------------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
- ----------- -----------------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.49%
- ----------- -----------------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
- ----------- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
Item 1(a). Name of Issuer.
This statement relates to the ordinary shares, IRL .07, of Hibernia
Foods Plc ("Hibernia"), that may be transferred into American Depositary Shares
for conversion into American Depositary Receipts.
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of Hibernia are located at 68 Merrion
Square, Dublin 2, Ireland.
Item 2(a). Name of Person Filing.
This statement is being filed by Bestfoods.
Item 2(b). Address of Principal Business Office.
Bestfoods' principal offices are located at 700 Sylvan Avenue,
Englewood Cliffs, New Jersey 07632.
Item 2(c). Citizenship.
State of Delaware
Item 2(d). Title of Class of Securities.
Ordinary shares convertible into American Depositary Receipts
Item 2(e). CUSIP Number.
428660104
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or
(c), Check Appropriate Box.
This statement is not being filed pursuant to Rule 13d-1(b) or 13d-2(b)
or (c).
Item 4. Ownership.
(a) Amount beneficially owned:550,000
(b) Percent of class: 7.49%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote - 550,000
(ii) Shared power to vote or to direct the vote - None
- 3 -
<PAGE> 4
(iii) Sole power to dispose or to direct the disposition of
- 550,000
(iv) Shared power to dispose or to direct the disposition
of - None
Item 5. Ownership of Five Percent or Less of a Class.
This statement is not being filed to report the fact that the reporting
person has ceased to be the beneficial owner of more than five percent of the
class of securities.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
No person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities.
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 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.
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.
Date: September 25, 1998
By: /s/ Hanes A. Heller
----------------------------------------
Hanes A. Heller
Vice President, General Counsel and
Secretary
- 4 -
