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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
---------
Optimal Robotics Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common
- --------------------------------------------------------------------------------
(Title of Class of Securities)
68388R208
--------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement /X/. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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).
Page 1 of 5 pages
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CUSIP No. 68388R208 13G Page 2 of 5 Pages
------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
St. Denis J. Villere & Company
IRS Identification No. 72-0343760
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
392,300
OWNED BY
------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
392,300
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
392,300
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.29%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 pages
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SCHEDULE 13G
ITEM 1.
This Schedule 13G relates to shares of the common stock (the "Shares")
of Optimal Robotics Corporation, a Canadian corporation (the "Issuer"), whose
principal executive offices are located at 4700 de la Savane, Montreal, Quebec
H4P 1T7.
ITEM 2.
(a) - (c) The person filing this Schedule 13G is St. Denis J.
Villere & Company, a Louisiana partnership in commendam (the "Partnership"),
with its principal business office located at 210 Baronne Street, Suite 808,
New Orleans, Louisiana 70112-1727.
(d) Title of Class of Securities: Common
(e) CUSIP Number: 68388R208
ITEM 3.
The Partnership is filing this Schedule 13G as an Investment Adviser
registered under Section 203 of the Investment Advisers Act of 1940.
ITEM 4. Ownership.
(a) - (c) As of December 31, 1996, the Partnership was deemed
to have or share voting or dispositive power over, and therefore to own
beneficially, the number and percentage of Shares of the Issuer indicated
below:
<TABLE>
<CAPTION>
Number Percentage of Sole Shared Sole Shared
of Outstanding Voting Voting Dispositive Dispositive
Shares Shares(1) Power Power Power Power
--------- -------------- ----- ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
392,300 5.29% 0 392,300 0 392,300
</TABLE>
(1)Based upon information in a prospectus, dated October 24, 1996, relating to
the offer by the Issuer of 3,000,000 shares of Class A Common Stock, the number
of Shares of the Issuer issued and outstanding after the offering was
7,412,035.
Page 3 of 5 pages
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ITEM 5. Ownership of Five Percent or Less of a Class.
Not Applicable
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
In addition to the Partnership, fifty-five (55) shareholders have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares.
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 acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
Page 4 of 5 pages
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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: February 7, 1997
ST. DENIS J. VILLERE & COMPANY,
A LOUISIANA PARTNERSHIP
IN COMMENDAM
BY: /s/ GEORGE V. YOUNG
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GENERAL PARTNER
Page 5 of 5 pages
