UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Universal Foods Corp.
(Name of Issuer)
Common Stock
(Title and Class of Securities)
913538104
(CUSIP Number)
December 31, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[_] 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 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).
SCHEDULE 13G
CUSIP No. 913538104 Page 2
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Invista Capital Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 3,118,316
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 3,118,316
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,118,316
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2
12 TYPE OF REPORTING PERSON (See Instructions)
IA
SCHEDULE 13G
CUSIP No. 913538104 Page 3
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Principal Mutual Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
NUMBER OF 5 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 3,118,316
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 3,118,316
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,118,316
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2
12 TYPE OF REPORTING PERSON (See Instructions)
HC
Page 4
Item 1(a). Name of Issuer:
Universal Foods Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
433 East Michigan Street
Milwaukee, WI 53202
Item 2(a). Name of Person Filing:
Invista Capital Management, LLC
Principal Mutual Holding Company
Item 2(b). Address of Principal Business Office, or, if None, Residence:
Invista Capital Management, LLC
699 Walnut
1900 Hub Tower
Des Moines, IA 50309
Principal Mutual Holding Company
711 High Street
Des Moines, IA 50392-0088
Item 2(c). Citizenship:
Invista Capital Management, LLC - State of Delaware
Principal Mutual Holding Company - State of Iowa
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Numbers:
913538104
Item 3. If this statement is filed pursuant to section 240.13d-1(b) or 240.13d
2(b) or (c), check whether the person filing is a:
(e) [X] An investment adviser in accordance with section 240.13d
1(b)(1)(ii)(E)
(g) [X] A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G)
Item 4. Ownership:
(a) Amount Beneficially Owned
3,118,316 Shares Common Stock presently held by Invista Cap. Mgmt
3,118,316 Shares Common Stock presently held by Principal Mutual Holding
Company
Page 5
(b) Percent of Class
6.2 Invista Capital Management
6.2 Principal Mutual Holding Company
(c) Number of shares as to which the person has:
(i) Sole Power to Vote or Direct the Vote
0 Invista Cap. Mgmt
0 Principal Mutual Holding Company
(ii) Shared Power to Vote or Direct the Vote
3,118,316 Shares Common Stock presently held by Invista Cap. Mgmt
3,118,316 Shares Common Stock presently held by Principal Mutual
Holding Company
(iii) Sole Power to Dispose or to Direct the Disposition of
0 Invista Cap. Mgmt
0 Principal Mutual Holding Company
(iv) Shared Power to Dispose or to Direct the Disposition of
3,118,316 Shares Common Stock presently held by Invista Cap. Mgmt
3,118,316 Shares Common Stock presently held by Principal Mutual
Holding Company
Item 5. Ownership of Five Percent or Less of a Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Persons other than the reporting persons have a right to receive or the
power to direct the receipt of dividends from or the proceeds from the sale
of such securities. The interest of no such person having such an interest
relates to more than five percent of the class
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
See Exhibit attached
Page 6
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10(b). Certification
By signing below I certify, to the best of my knowledge and belief, the
securities referred to above were not acquired and are held in the ordinary
course of business and 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.
INVISTA CAPITAL MANAGEMENT, LLC
By /s/ Dennis W. Cameron
Dennis W. Cameron, Chief Financial and Compliance Officer
Principal Mutual Holding Company
By: INVISTA CAPITAL MANAGEMENT, LLC
By /s/ Dennis W. Cameron
Dennis W. Cameron, Chief Financial and Compliance Officer
Dated Tuesday, January 25, 2000
EXHIBIT 99.1
Invista Capital Management, LLC
Item 3 Classification:
(e) Investment Adviser registered under Section 203 of the Investment Advisers
Act of 1940.
