The Baupost Group, Inc.
44 Brattle Street, 2nd Floor
P.O. Box 389125
Cambridge, Massachusetts 02238-9125
Phone: (617) 497-6680
Fax: (617) 876-0930
September 8, 1994
Securities and Exchange Commission
Securities Filing Department
450 Fifth Street, NW
Washington, DC 20549
Re: UNITED FOODS, INC.
Dear Sir or Madame:
Enclosed for filing under Rule 13d-1 under the Securities Exchange Act of
1934 is our amended Schedule 13G for a group of United Foods, Inc.
stockholders.
Under cover of this letter, copies of this filing are also being sent
(via Federal Express) to United Foods, Inc. and the principal exchange
upon which this security is traded.
Sincerely,
THE BAUPOST GROUP, INC.
By: SETH A. KLARMAN
Title: President
BAUPOST PARTNERS
By: THE BAUPOST GROUP, INC.,
its managing general partner
By: SETH A. KLARMAN
Title: President
SETH A. KLARMAN
By: SETH A. KLARMAN
Enclosures
cc: UNITED FOODS, INC.
American Stock Exchange
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4 )
United Foods, Inc., 10 Pictsweet Drive, Bells, TN 38006-0119
(NAME OF ISSUER)
Class A Common Stock, par value $1.00
(Title of Class of Securities)
910365303
(CUSIP Number)
Check here if a fee is being paid with this statement:_______. (A fee is not
required only if the filing person: (1) has a previous statment 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).
*******************************************************************************
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
THE BAUPOST GROUP, INC., 04-2752581
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
THE COMMONWEALTH OF MASSACHUSETTS
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,076,169
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,076,169
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,076,169
10. CHECK HERE IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.53%
12. TYPE OF REPORTING PERSON *
IA
*******************************************************************************
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
BAUPOST PARTNERS, 04-2878725
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
THE COMMONWEALTH OF MASSACHUSETTS
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
894,769
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
894,769
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
894,769
10. CHECK HERE IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.57%
12. TYPE OF REPORTING PERSON *
IA
*******************************************************************************
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
SETH A. KLARMAN, ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,076,169
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,076,169
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,076,169
10. CHECK HERE IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.53%
12. TYPE OF REPORTING PERSON *
HC
*******************************************************************************
This statement relates to the Class A common stock, par value $1.00 per share
(the "Class A Stock"), issued by United Foods, Inc.
The Baupost Group, Inc., Baupost Partners, and Seth A. Klarman beneficially
own Class A Stock and are deemed to be the owners of Class A Stock as a result
of their beneficial ownership of Class B Common Stock, par value $1.00 per
share (the "Class B Stock"), issued by the company. The Class B Stock is
convertible share-for-share into Class A Stock.
The Baupost Group, Inc., Baupost Partners, and Seth A. Klarman have not
converted any of the Class B Stock to date, and currently have no plans
to do so.
*******************************************************************************
Item 1 (a) Name of Issuer:
UNITED FOODS, INC.
1 (b) Address of Issuer's Principal Executive Offices:
10 Pictsweet Drive, Bells, TN 38006-0119
Item 2 (a) Name of Person Filing:
(1) The Baupost Group, Inc.
(2) Baupost Partners
(3) Seth A. Klarman
2 (b) Address of Principal Business Offices or, if none, Residence:
(1) The Baupost Group, Inc.
44 Brattle Street, 2nd Floor
Cambridge, Massachusetts 02138
(2) Baupost Partners
44 Brattle Street, 2nd Floor
Cambridge, Massachusetts 02138
(3) Seth A. Klarman
44 Brattle Street, 2nd Floor
Cambridge, Massachusetts 02138
2 (c) Citizenship:
(1) The Commonwealth of Massachusetts
(2) The Commonwealth of Massachusetts
(3) United States of America
2 (d) Title of Class of Securities:
Common Stock, par value $1.00
2 (e) CUSIP Number:
910365303
Page 5 of 10
Item 3 If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section
15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act.
(d) [ ] Investment Company registered under Section 8
of the Investment Company Act.
(e) [ ] Investment Advisor registered under Section 203
of the Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is sub-
ject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund;
see Section 240.13D-1(b)(1)(ii)(F).
(g) [ ] Parent Holding Company, in accordance with
Section 240.13D-1(b)(ii)(G) (Note: See Item 7).
(h) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(H).
Item 4 Ownership:
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of
any month described in Rule 13d-1(b)(2), if applicable, exceeds
five percent, provide the following information as of that date
and identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned: (as of August 31, 1994)
(1) By The Baupost Group, Inc: 1,076,169
of which 235,100 are beneficially owned
as a result of the right to acquire
Class A Stock upon the conversion of
235,100 shares of the company's Class B
Stock.
(2) By Baupost Partners: 894,769
of which 199,700 are beneficially owned
as a result of the right to acquire
Class A Stock upon the conversion of
199,700 shares of the company's Class B
Stock.
(3) Seth A. Klarman: 1,076,169
of which 235,100 are beneficially owned
as a result of the right to acquire
Class A Stock upon the conversion of
235,100 shares of the company's Class B
Stock.
(4) By the group in the aggregate: 1,076,169
of which 235,100 are beneficially owned
as a result of the right to acquire
Class A Stock upon the conversion of
235,100 shares of the company's Class B
Stock.
(b) Percent of Class:
(1) By The Baupost Group, Inc: 17.53%
(2) By Baupost Partners: 14.57%
(3) Seth A. Klarman: 17.53%
(4) By the group in the aggregate: 17.53%
(C) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
--- 0
(ii) shared power to vote or to direct the vote
(1) By The Baupost Group, Inc: 1,076,169
(2) By Baupost Partners: 894,769
(3) Seth A. Klarman: 1,076,169
(4) By the group in the aggreg 1,076,169
(iii) sole power to dispose or to direct the disposition of
--- 0
(iv) shared power to dispose or to direct the disposition
of
(1) By The Baupost Group, Inc: 1,076,169
(2) By Baupost Partners: 894,769
(3) Seth A. Klarman: 1,076,169
(4) By the group in the aggreg 1,076,169
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the
class of securities, check the following [ ].
Item 6 Ownership of More than Five Percent on behalf of
Another Person:
The Baupost Group, Inc. and Baupost Partners are each
registered investment advisers. Seth A. Klarman, as the
controlling person of Baupost Group, Inc., is deemed to
have beneficial ownership under Section 13(d) of the
securities beneficially owned by Baupost Group, Inc.
Securities reported on this Schedule 13G as being bene-
ficially owned by the Baupost Group, Inc. and Baupost
Partners include securities purchased on behalf of their
clients, which include an investment company registered
under the Investment Company Act of 1940 and various
limited partnerships. No persons other than the persons
filing this Schedule 13G have an economic interest in the
securities reported on which relates to more than 5 per-
cent of the class of securities.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company:
N/A
Item 8 Identification and Classification of members of the Group:
This schedule has been filed pursuant to Rule 13d-1(b)
(1)(ii)(H). Exhibit A hereto sets forth the identity and
Item 3 classification of each member of the group.
Item 9 Notice of Dissolution of Group:
N/A
Item 10 Certification:
By signing below the undersigned certifies that, to the
best of its 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 con-
nection with or as a participant in any transaction having
such purpose or effect.
Signature
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement
is true, complete and correct.
September 8, 1994
Date
THE BAUPOST GROUP, INC.
By: SETH A. KLARMAN
Title: President
BAUPOST PARTNERS
By: THE BAUPOST GROUP, INC.,
its managing general partner
By: SETH A. KLARMAN
Title: President
SETH A. KLARMAN
By: SETH A. KLARMAN
EXHIBIT A
Item 3
Member of Group Classification
(1) The Baupost Group, Inc. IA
(2) Baupost Partners IA
(3) Seth A. Klarman HC
EXHIBIT B
Agreement
The undersigned hereby agree that the Schedule 13G of which this Exhibit B
is a part is filed on behalf of each of the undersigned.
September 8, 1994
Date
THE BAUPOST GROUP, INC.
By: SETH A. KLARMAN
Title: President
BAUPOST PARTNERS
By: THE BAUPOST GROUP, INC.,
its managing general partner
By: SETH A. KLARMAN
Title: President
SETH A. KLARMAN
By: SETH A. KLARMAN
