SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
GB Foods
(Name of Issuer)
Common Stock, $.08 Per Share Par Value
(Title of Class of Securities)
36149H108
(CUSIP Number)
Guy Lawson, 222 South 15 Street, Suite 1100
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 6
1) Names of Reporting Persons, S.S. or I.R.S. Identification No.
of Above Persons:
William Theisen; SSN ###-##-####
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:
United States Citizen
Number of Shares (7) Sole Voting Power: 269,826
Beneficially (8) Shared Voting Power: N/A
Owned by Each (9) Sole Dispositive Power: 269,826
Reporting Person (10) Shared Dispositive Power: N/A
With
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
769,826*
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)
11.1%*
14) Type of Reporting Person (See Instructions):
IN
*See Item 5. Calculated pursuant to Rule 13d-3(d)(1).
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CUSIP No. 36149H108 Page 3 of 6
The Reporting Person files this amendment to his previously
filed Schedule 13D, as amended.
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 (the "Company")
2831 East Miraloma
Anaheim, California 92806
ITEM 2. IDENTITY AND BACKGROUND
A. William Theisen ("Reporting Person")
B. P.O. Box 34850
Omaha, NE 68134-0850
C. Private investor
D. None
E. None
F. United States Citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person resigned as Chairman, Director and Chief
Executive Officer of the Company on July 21, 1997. In
connection with the sale of Common Stock and warrants
described in Item 5 below, the Reporting Person agreed not to
purchase any securities of the Company prior to July 21, 1999.
However, the foregoing does not apply to the exercise of
warrants the Reporting Person holds to purchase 500,000 shares
of Common Stock.
The Reporting Person continues to own 269,826 shares of Common
Stock and warrants to purchase 500,000 shares of Common Stock
at an exercise price of $5.00 per share, which are held for
general investment purposes. The Reporting Person may dispose
of shares of common stock of the Company, or may distribute
shares of common stock of the Company to certain inter vivos
trusts, depending upon investment decisions. The Reporting
Person has no present plans or proposals which relate to or
would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or
any of its subsidiaries;
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CUSIP No. 36149H108 Page 4 of 6
(b) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(c) any change in the present board of directors or management of
the Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the boards;
(d) any material change in the present capitalization or dividend
policy of the Company;
(e) any other material change in the Company's business or
corporate structure;
(f) changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(g) causing a class of securities of the Company to be delisted
from a national securities exchange or cease to be quoted in an
inter-dealer quotation system of a registered national
securities association;
(h) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act; or
(i) any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
On July 22, 1997, the Reporting Person sold (i) 1,000,000 shares of the
Common Stock at $5.00 per share, (ii) 1,000,000 warrants at $.10 per warrant,
such warrants are exercisable for an aggregate of 1,000,000 shares of Common
Stock at an exercise price of $7.00 per share and (iii) 1,500,000 warrants at
$.40 per warrant, such warrants are exercisable for an aggregate of 1,500,000
shares of Common Stock at an exercise price of $5.00 per share. All such sales
were made in a private transaction.
Certain voting rights granted to the Reporting Person pursuant to an
Irrevocable Proxy Agreement with respect to Common Stock owned by Ruben M.
Rodriguez, Robert V. Gibson and Gary A. McArthur and/or F.P. Pastries, Inc. have
expired. The Reporting Person's voting rights covered by such agreement expired
following the Company's 1997 annual stockholders meeting.
The Company has reported in its Form 10-Q for the Quarter ended March 31,
1997 that there were 6,440,414 shares of Common Stock of the Company
outstanding. The Reporting Person directly owns 269,826 shares of Common Stock
or 4.2% of the shares of Common Stock outstanding. If the Reporting Person
exercises his right to purchase all of the 500,000 shares of Common Stock under
the warrants, then the Reporting Person would directly own 11.1% of the shares
of Common Stock outstanding.
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CUSIP No. 36149H108 Page 5 of 6
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person granted Fidelity National Financial, Inc., the
purchaser of the Common Stock and warrants described in Item 5 above, a first
right of refusal on shares of Common Stock or warrants to purchase Common Stock
the Reporting Person proposes to sell to a third party. The right of first
refusal expires July 21, 1999 and may only be exercised (i) within four business
hours following notice by the Reporting Person and (ii) at the same price, terms
and conditions of the third party's offer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
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CUSIP No. 36149H108 Page 6 of 6
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.
/s/ WILLIAM M. THEISEN
-----------------------------
William M. Theisen
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