HUDSON FOODS INC
SC 13G/A, 1997-02-11
POULTRY SLAUGHTERING AND PROCESSING
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<PAGE>

                                 James T. Hudson

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934

                               (Amendment No. 10)*

                               HUDSON FOODS, INC.

- ------------------------------------------------------------------------------
                                (Name of Issuer)

                      Class A Common Stock, $.01 par value

- ------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                 443782-10-7

- ------------------------------------------------------------------------------
                                 (CUSIP Number)

Check the following box if a fee is being paid with this  statement.  [ ] (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 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).

                         (Continued on following pages)

                                Page 1 of 5 Pages

<PAGE>
SCHEDULE 13G

CUSIP No. 443782-10-7                                        Page 2 of 5 Pages

1.    Name of Reporting Person

      S.S. or I.R.S. Identification No. of Above Person

      James T. Hudson

2.    Check the appropriate box if a member of a group

                                                                        (a)  [ ]

                                                                        (b)  [x]

3.    SEC USE ONLY

4.    Citizenship or Place of Organization

      United States of America

                             [    5.  Sole Voting Power -      9,045,028(1)(2)
                             [
Number of Shares             [    6.  Shared Voting Power -              1,500
Beneficially Owned           [
By Each Reporting            [    7.  Sole Dispositive Power - 7,715,028(1)(2)
Person With                  [
                             [    8.  Shared Dispositive Power -         1,500

9.    Aggregate Amount Beneficially Owned by Each Reporting Person

      9,046,528 shares(1)(2)

10.   Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares

      Not Applicable                                              [ ]

11.   Percent of Class Represented by Amount in Row 9

      32.0%

12.   Type of Reporting Person

      IN

- --------------------
(1)  Includes  9,000  shares of Class A common  stock  that may be  acquired  by
exercise of stock options within 60 days following December 31, 1996.

(2) Includes  7,650,000 shares of Class A common stock that may be acquired upon
conversion of 7,650,000 shares of Class B common stock.

<PAGE>
SCHEDULE 13G

CUSIP No. 443782-10-7                                        Page 3 of 5 pages

Item 1(a).    Name of Issuer

                   Hudson Foods, Inc.

Item 1(b).    Address of Issuer's Principal Executive Offices

                   1225 Hudson Road
                   Rogers, Arkansas  72756

Item 2(a).    Name of Person Filing

                   James T. Hudson

Item 2(b).    Address of Principal Business Office or, if None, Residence

                   1225 Hudson Road
                   Rogers, Arkansas  72756

Item 2(c).    Citizenship

                   United States of America

Item 2(d).    Title of Class of Securities

                      Class A Common Stock, $.01 par value

Item 2(e).    CUSIP No.

                   443782-10-7

Item 3.       Not Applicable

Item 4.       Ownership

                   (a)  Amount Beneficially Owned:  9,046,528 shares(1)(2)

                   (b)  Percent of Class:  32.0%

- --------------------
(1)  Includes  9,000  shares of Class A common  stock  that may be  acquired  by
exercise of stock options within 60 days following December 31, 1996.

(2) Includes  7,650,000 shares of Class A common stock that may be acquired upon
conversion of 7,650,000 shares of Class B common stock.

<PAGE>
SCHEDULE 13G

CUSIP No. 443782-10-7                                        Page 4 of 5 pages

                   (c)  Number of shares as to which such person has:

                        (i)   sole power to vote or to direct the vote -
                              9,045,028(1)(2)

                        (ii)  shared power to vote or to direct the vote -
                              1,500

                        (iii) sole power to dispose or to direct the
                              disposition of - 7,715,028(1)(2)

                        (iv)  shared power to dispose or to direct the
                              disposition of - 1,500

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

                    James T. Hudson holds revocable proxies allowing him to vote
                    1,330,000 shares of Hudson Foods,  Inc. Class A Common Stock
                    and  thus is  considered  to be a  beneficial  owner of such
                    shares.  In addition,  Mr. Hudson is deemed  beneficially to
                    own 1,500  shares of Class A Common  Stock held by his wife.
                    The record owners of such shares retain the right to receive
                    dividends  from,  or the  proceeds  from the  sale of,  such
                    shares.  The  1,330,000  shares for which Mr.  Hudson  holds
                    voting proxies are owned by Charles B. Jurgensmeyer (650,000
                    shares) and Gary L. Anderson  (680,000  shares).  Mr. Hudson
                    disclaims  beneficial  ownership of the 1,330,000 shares for
                    which he holds  voting  proxies and the 1,500 shares held by
                    his wife.

- --------------------
(1)  Includes  9,000  shares of Class A common  stock  that may be  acquired  by
exercise of stock options within 60 days following December 31, 1996.

(2) Includes  7,650,000 shares of Class A common stock that may be acquired upon
conversion of 7,650,000 shares of Class B common stock.

<PAGE>
SCHEDULE 13G

CUSIP No. 443782-10-7                                        Page 5 of 5 pages

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

                    Not Applicable

                                    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.

                                      February 11, 1997

                                      ------------------------------
                                      Date

                                      /s/ James T. Hudson

                                      ------------------------------
                                      James T. Hudson



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