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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
ARMANINO FOODS OF DISTINCTION, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
042166702
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(CUSIP Number)
TIMOTHY FRANZEN, 104 MACDOUGAL ST. APT. 10, NEW YORK, NY 10012.
TEL: (212) 253-6658
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
10/9/2000
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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. [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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).
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SCHEDULE 13D
CUSIP NO. 042166702 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIMOTHY FRANZEN.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 138,100 SHARES
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON
WITH ---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
138,100 SHARES
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,100 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 042166702 Page 3 of 5
ITEM 1. SECURITY AND ISSUER.
The securities that are the subject of this statement consist of common
stock of Armanino Foods of Distinction, Inc. (the "Issuer"). The name and the
address of the principal executive offices of the Issuer are as follows:
Armanino Foods of Distinction, Inc.
30588 San Antonio Road
Hayward, CA 94544
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed on behalf of Timothy Franzen.
(b) The address of Mr. Franzen is:
104 MacDougal St., Apt. 10
New York, NY 10012
(c) Private Investor.
(d) Mr. Franzen has not, during the last five (5) years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Franzen was not, during the last five (5) years, a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Franzen is a United States citizen.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Personal funds of Mr. Franzen have been used to acquire his current
holdings of 138,100 shares of common stock of the Issuer in various transactions
since 6/5/2000 for a total consideration of approximately $759,600.
(b) No borrowed funds were used to acquire the subject securities.
ITEM 4. PURPOSE OF TRANSACTION.
Timothy Franzen purchased 138,100 shares of the Issuer's common stock
in various transactions since 6/5/2000. Such acquisitions were made for
investment purposes in the ordinary course of personal investment. He does not
have plans or proposals that relate to (i) any extraordinary corporate
transaction, (ii) any sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries, (iii) any change in the present Board of
Directors or management of the Issuer, (iv) any material change in the present
capitalization or dividend policy of the Issuer, (v) any other material change
in the Issuer's business or corporate structure, (vi) any changes in the
Issuer's charter, bylaws or instruments or instruments corresponding thereto, or
other actions which may impede the acquisition of control of the Issuer by any
person, (vii) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
(viii) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended, or (ix) any other material changes to the
operation, management, structure or financial condition of the Issuer. He
intends to continue to conduct investment activities related to the securities
of the Issuer in the ordinary course of personal investment.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) Mr. Franzen owns 138,100 shares of common stock of the Issuer,
which equals approximately 8.8% of the total outstanding shares of common stock
of the Issuer.
(b) With respect to all shares of common stock of the Issuer held by
Mr. Franzen, he has the sole voting power and the sole disposition power.
(c) Timothy Franzen acquired an aggregate of 138,100 shares of common
stock of the Issuer in a number of transactions as described below:
<TABLE>
<CAPTION>
Trade Date # of Shares Purchased Price Per Share ($)
---------- --------------------- -------------------
<S> <C> <C>
6/5/00 500 5 1/2
6/6/00 100 5 1/2
6/6/00 2,000 5 7/8
6/14/00 800 5 1/2
10/2/00 50,000 5 1/2
10/3/00 15,000 5 1/2
10/4/00 5,000 5 3/8
</TABLE>
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<TABLE>
<S> <C> <C>
10/9/00 24,800 5 1/2
10/11/00 1,840 5 1/2
10/12/00 34,160 5 1/2
<CAPTION>
Trade Date # of Shares Purchased Price Per Share ($)
---------- --------------------- -------------------
<S> <C> <C>
9/29/00 300 5 3/4
</TABLE>
All of the transactions described above were effected through a
registered broker-dealer in New York City, New York.
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Mr. Franzen is not a party to any contract, arrangement, understanding
or relationship with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Mr. Franzen is not a party to any transaction for which any document is
required to be attached to this Statement as an exhibit.
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.
Dated: 10/17/00 /s/ TIMOTHY FRANZEN
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Timothy Franzen
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