SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GB Foods Corporation
(Name of Issuer)
Common Stock, $.08 Per Share Par Value
(Title of Class of Securities)
36149H108
(CUSIP Number)
Guy Lawson
Suite 1400, One Central Park Plaza
Omaha, Nebraska 68102 (402) 341-3070
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 22, 1997
(Date of Event which Required 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 the 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.
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CUSIP No. 36149H108 Page 2 of 5
1) Names of Reporting Persons, S.S. or I.R.S.
Identification No. of Above Persons:
McGrath, North, Mullin & Kratz, P.C. 47-0551221
2) Check the Appropriate Box if a Member of a Group:
(a) Not Applicable.
(b) Not Applicable.
3) SEC Use Only:
4) Source of Funds:
Not Applicable.
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable.
6) Citizenship or Place of Organization:
Nebraska
Number of Shares (7) Sole Voting Power: 0
Beneficially (8) Shared Voting Power: 0
Owned by Each (9) Sole Dispositive Power: 0
Reporting Person (10) Shared Dispositive Power: 0
With
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
0
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
See Instructions): N/A
13) Percent of Class Represented by Amount in Row (11)
0
14) Type of Reporting Person (See Instructions):
CO
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CUSIP No. 36149H108 Page 3 of 5
The Reporting Person files this Amendment 1 to its previously filed
Schedule 13D dated May 2, 1996.
ITEM 1. SECURITY AND ISSUER
A. Title and Class of Security:
Common Stock, $.08 par value ("Common Stock")
B. Name of issuer and address of issuer's principal executive
offices:
GB Foods Corporation
23 Corporate Plaza, Suite 240
Newport Beach, California 92660
ITEM 2. IDENTITY AND BACKGROUND
A. Name: McGrath, North, Mullin & Kratz, P.C.
B. State of Incorporation: Nebraska
C. Principal Business and Office:
(i) Professional legal corporation
(ii) Suite 1400, One Central Park Plaza
222 South 15th Street
Omaha, Nebraska 68102
D. None
E. None
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION
Not Applicable.
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CUSIP No. 36149H108 Page 4 of 5
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As previously reported on Schedule 13D, pursuant to the Warrant
Agreement, the Reporting Person acquired a warrant ("Warrant") to
purchase one million shares of Common Stock at $7.50 per share at
any time from and after May 2, 1996 until April 30, 2005.
On July 22, 1997 the Reporting Person sold the Warrant for $100,000
in a private transaction. As a consequence, the Reporting Person
does not own any securities of the Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Not Applicable.
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CUSIP No. 36149H108 Page 5 of 5
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the above information set forth in this Statement is true, complete
and correct.
DATED this 24th day of July, 1997.
McGRATH, NORTH, MULLIN & KRATZ, P.C.
/s/ ROGER W. WELLS
By:_____________________________
Roger W. Wells
Vice President
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