Rule 424(b)(3)
Registration No. 33-7235
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
SUPPLEMENT DATED JULY 1, 1997 TO THE PROSPECTUS DATED
SEPTEMBER 28, 1995 FOR THE UNIVERSAL FOODS CORPORATION 1985 STOCK PLAN FOR
EXECUTIVE EMPLOYEES.
General
This Supplement contains certain updated information concerning
the offering by the selling shareholders listed herein (the "Selling
Shareholders") of shares of Common Stock (the "Common Stock") of Universal
Foods Corporation (the "Company"), which shares are or may become issuable
upon exercise of stock options or other awards previously granted by the
Company to the Selling Shareholders under the Universal Foods Corporation
1985 Stock Plan for Executive Employees (the "Plan"). This Supplement
does not contain complete information and should be read in conjunction
with the Company's Prospectus dated September 28, 1995, describing the
offering by the Selling Shareholders. Additional copies of the Prospectus
may be obtained from the Company, 433 East Michigan Street, Milwaukee,
Wisconsin 53202, Attention: Secretary.
Available Information
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission ("Commission"). Reports, proxy
statements and other information filed by the Company with the Commission
can be inspected and copied at the public reference facilities maintained
by the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following Regional Offices of the Commission: New
York Regional Office, 7 World Trade Center, Suite 1300, New York, New
York 10048; Los Angeles Regional Office, 5757 Wilshire Boulevard, Suite
500 East, Los Angeles, California 90036-3648; and Chicago Regional
Office, Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such materials can be obtained
at prescribed rates from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
Electronic filings of such material made through the EDGAR System are
publicly available through the Commission web site at http://www.sec.gov.
The Common Stock is listed on the New York Stock Exchange.
Reports and other information concerning the Company can be inspected at
the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
Selling Shareholders
The following table sets forth the names of the Selling
Shareholders and certain information about them as of July 1, 1997, which
information has been furnished to the Company by such Selling
Shareholders. All of the Selling Shareholders are executive officers of
the Company and Mr. Manning is also a director of the Company.
Number of Shares
to be
Number of Number of Beneficially
Shares Shares Owned Upon
Beneficially Offered Completion of
Name Owned(1) Hereby(2) Offering(3)
Richard Carney 45,796 2,062 43,734
Thomas J. Degnan 146,255 23,438 122,817
Richard F. Hobbs 96,777 7,000 89,777
Kenneth P. Manning 246,859 11,500 235,359
James F. Palo 125,126 15,000 110,126
Kenneth G. Scheffel 83,475 16,125 67,350
Michael A. Wick 120,413 19,305 101,108
_______________
(1) Includes shares issuable upon exercise of outstanding options.
(2) Represents shares issued or issuable pursuant to options or other
awards granted under the Plan as of July 1, 1997.
(3) No Selling Shareholder would own 1% or more of the Company's Common
Stock.
The date of this Supplement is July 1, 1997.
