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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 and Class B Common Stock
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(TITLE OF CLASS OF SECURITIES)
910365 30 3
910365 10 5
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(CUSIP NUMBER)
Daniel B. Tankersley
2611 Beech Bluff Road
Jackson, Tennessee 38301
(901) 427-0319
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
September 16, 1998
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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 [ ].
(Continued on following page(s))
Page 1 of 6 Pages
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SCHEDULE 13D
CUSIP No. 910365 30 3 Page 2 of 6 Pages
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel B. Tankersley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
] 7 SOLE VOTING POWER
] 712,176 Class A Common Stock,
] which includes 312,783 Class B
] Common Stock convertible into
] Class A Common Stock
NUMBER OF ]
SHARES ] 8 SHARED VOTING POWER
BENEFICIALLY ]
OWNED BY EACH ]
REPORTING PERSON ] 9 SOLE DISPOSITIVE POWER
WITH ] 712,176 Class A Common Stock,
] which includes 312,783 Class B
] Common Stock convertible into
] Class A Common Stock
]
] 10 SHARED DISPOSITIVE POWER
]
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
712,176 Class A Common Stock, which includes 312,783 Class B Common
Stock convertible into Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3% Class A Common Stock
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 910365 30 3 Page 3 of 6 Pages
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel B. Tankersley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
] 7 SOLE VOTING POWER
] 312,783 Class B Common Stock
NUMBER OF ]
SHARES ] 8 SHARED VOTING POWER
BENEFICIALLY ]
OWNED BY EACH ]
REPORTING PERSON ] 9 SOLE DISPOSITIVE POWER
WITH ] 312,783 Class B Common Stock
]
] 10 SHARED DISPOSITIVE POWER
]
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,783 Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5% Class B Common Stock
14 TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER.
This statement refers to Class A and Class B Common Stock (together,
the "Common Stock") of:
United Foods, Inc.
10 Pictsweet Drive
Bells, Tennessee 38006-0119
ITEM 2. IDENTITY AND BACKGROUND.
The information is provided below with respect to the reporting person.
(a) Name: Daniel B. Tankersley
(b) Business Address: 2611 Beech Bluff Road
Jackson, Tennessee 38301
(c) Principal Occupation: Consultant
(d) Daniel B. Tankersley has never been convicted of a crime.
(e) Daniel B. Tankersley has never been subject to a judgment,
decree or final order in any civil proceeding.
(f) Daniel B. Tankersley is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
On September 16, 1998, James I. Tankersley, Darla T. Darnall, Kelle T.
Northern, James W. Tankersley, and Edna W. Tankersley (the "Tankersley
Family"), acting in concert, made a proposal to the Board of Directors of
United Foods, Inc. (the "Company") to acquire all of the outstanding shares
of the Common Stock of the Company not currently owned by the Tankersley
Family at a cash per share price of $3.00 (the "Proposed Transaction").
On September 23, 1998, Daniel B. Tankersley and the Tankersley Family
executed a Termination and Joint Filing Agreement, which (among other things)
terminated a previous joint filing agreement authorizing James I. Tankersley
to file on behalf of each of them any and all amendments to a joint Schedule
13D previously filed by them with respect to the common stock of the Company.
On September 25, 1998, the Tankersley Family filed a separate Schedule
13D, reporting the terms of the Proposed Transaction.
Daniel B. Tankersley is filing this Schedule 13D to report his separate
filing status. At this time, Mr. Tankersley has no plans or proposals which
relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of item 4 of Schedule 13D.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
<TABLE>
<CAPTION>
(a) Owner No. of Shares % of Shares
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<S> <C> <C> <C>
Class A
Common Stock Daniel B. Tankersley 712,176 (1) 24.3%
Class B
Common Stock Daniel B. Tankersley 312,783 7.5%
</TABLE>
(1) The above number includes 312,783 shares of Class B Common
Stock, which are convertible into Class A Common Stock on a one-
for-one basis.
(b) The power to vote and dispose of the shares owned by Daniel B.
Tankersley rests solely with him.
(c) None.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, I certify that the information set forth in this statement
is true, complete and correct as of this 30th day of September, 1998.
/s/ Daniel B. Tankersley
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Daniel B. Tankersley
