UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
UNITED FOODS, INC.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
910365 30 3
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(CUSIP Number)
Don C. Whitaker
23 Beechwood
Irvine, California 92604 (949) 857-6008
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 14, 1999
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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 Rule 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>
SCHEDULE 13D
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SHARES OF BENEFICIAL INTEREST - CUSIP No. 743437-105
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Don C. Whitaker
S.S. No. -- ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 132,000 shares of Class A Common Stock
EACH ------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
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10 SHARED DISPOSITIVE POWER
132,000 shares of Class A Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
132,000 shares of Class A Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.04%
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14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
------------
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Class A Common Stock of United Foods,
Inc. (the "Company"). The principal executive office of the Company is
located at 10 Pictsweet Dr., Bells, TN 38006.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Don C. Whitaker, a natural person
(b) 23 Beechwood, Irvine, California 92604
(c) President of Don C. Whitaker, Inc., 23 Beechwood, Irvine, California
92604, a firm whose primary purpose is investment opportunities.
(d) During the last five years, Don C. Whitaker has not been convicted in
a criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body 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.
(e) Court or Administrative Proceedings: During the last five years,
the Reporting Person has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which the Reporting
Person 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.
(f) Don C. Whitaker is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Whitaker has purchased a total, net of dispositions, of 132,000 shares
of class A common stock of the Company. All of these purchases were market
purchases for a total net consideration of approximately $423,818.25. All such
shares were purchased for cash in personal accounts and Individual Retirement
Accounts of Mr. Whitaker.
ITEM 4. PURPOSE OF TRANSACTION
The above-described purchases of shares of class A common stock of the
Company were made for investment purposes only. Mr. Whitaker's intent is to
passively participate in the planed merger of the Company and Pictsweet LLC.,
a limited liability company owned by the chairman and chief executive officer of
the Company, James I. Tankersley, and his family. Mr. Whitaker may in the
future determine to purchase additional securities of the Company, or to dispose
of some or all of the securities he presently owns, depending upon price,
market conditions, availability of funds, evaluation of alternative investments
and other considerations.
Except as described above, Mr. Whitaker has no present plans or proposals
that relate to or would result in:
a) the acquisition by any person of additional securities of the company,
or the disposition of securities of the company;
b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the company or any of its subsidiaries;
c) a sale or transfer of a material amount of assets of the company or any
of its subsidiaries;
d) any change in the present board of directors or management of the
company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
e) any material change in the present capitalization or dividend policy of
the company;
f) any other material change in the company's business or corporate
structure;
g) changes in the company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
company by any person;
h) causing a class of securities of the company to be delisted from a
national securities exchange or to cease to be author*
Within the past 60 days, Mr. Whitaker has engaged in the following
transactions in shares of class A common stock of the company, all of which were
ordinary market transactions:
<TABLE>
<CAPTION>
Date Shares Purchased (Sold) Price Per Share
- -------- ----------------------- ---------------
<S> <C> <C>
05/17/99 2,500 3.0000
05/19/99 800 3.1250
05/19/99 8,000 3.1875
05/20/99 300 3.2500
05/21/99 1,100 3.2500
05/24/99 5,000 3.2500
05/25/99 3,000 3.1875
05/27/99 5,000 3.1875
05/28/99 15,700 3.1875
06/01/99 9,300 3.1875
06/03/99 1,000 3.1250
06/03/99 2,000 3.1875
06/04/99 11,200 3.1875
06/07/99 4,200 3.1875
06/08/99 5,800 3.1875
06/08/99 100 3.1250
06/10/99 5,000 3.1875
06/10/99 1,500 3.1250
06/11/99 100 3.1875
06/14/99 3,600 3.1875
06/24/99 9,400 3.2500
06/28/99 100 3.2500
06/29/99 600 3.2500
06/30/99 3,000 3.2500
07/02/99 3,000 3.2500
07/07/99 10,100 3.2500
07/08/99 7,000 3.2500
07/09/99 8,000 3.2500
07/09/99 300 3.1875
07/12/99 2,100 3.1875
07/14/99 200 3.2500
07/14/99 3,000 3.1875
</TABLE>
No other 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, the
securities of the Company described above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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 this 15th day of July, 1999.
By: /s/ Don C. Whitaker
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Don C. Whitaker
