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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. ________)*
OPTA FOOD INGREDIENTS, INC.
(Name of Issuer)
COMMON STOCK $.01 PAR VALUE
(Title of Class of Securities)
0006838N1
(CUSIP Number)
Pierre de Saint Phalle, Esq., Davis Polk & Wardwell
450 Lexington Avenue, New York, New York 10017, Tel. No.: (212) 450-4525
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 5, 1995
(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
[ ].
Check the following box if a fee is being paid with this statement: [X]. (A
fee is not require only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of he class
of securities described in Item 1; and (2) has filee no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 reportibg person's
initial filing on this form with respect to the subject class of securities,
and for ant subsequent amendment containing information which 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 f 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. 0006838N1 | | Page 2 of 9 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSONS |
| | S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS |
| | |
| |Gartmore Investment Limited |
|____|IRS Identification No.: None - Foreign Company_____________________ |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |_| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | PF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | United Kingdom |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 533,500 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 533,500 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 20,000 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 553,500 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 5.2% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IA |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88)
Item 1. Security and Issuer.
This statement relates is the Common Stock, $0.01 par value per
share (the "Shares"), of Opta Food Ingredients, a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 25
Wiggins Avenue, Bedford, Mass. 01730
Item 2. Identity and Background.
This statement is being filed by Gartmore Investment Limited
("GIL"). GIL is hereinafter sometimes called the "Reporting Person". The
shares covered by this Schedule 13D are beneficially owned by Gartmore
American Emerging Growth Fund ("EG"), Gartmore American Emerging Companies
Strategy Fund ("ECS"), Gartmore American Fund ("GAF"), Gartmore Capital
Strategy Limited North America Fund ("NA"), Gartmore Capital Strategy
Limited Global Equity Fund ("GE"), Gartmore Capital Strategy Limited US
Smaller Companies Equity Fund ("SC"), Gartmore Global Managed Fund ("GM"),
Julius Meinl Investment Gesellschaft - MBH Wall Street Capital Account
("Meinl"), Ontario Public Service Employers Union Pension Plan Trust Fund
("OPSEU"), WNA Inc. ("WNA") and Yasuda A/C 8072 ("Yasuda"); GIL acts as
investment adviser to each of these clients except OPSEU, of which Gartmore
Capital Management Limited, its affiliate, acts as adviser and GIL, as sub-
adviser.
(i) GIL. GIL is organized under the laws of England. Its
principal place of business is located at Gartmore House, P.O. Box 65, 16-
18 Monument Street, London EC3R 8QQ England. GIL is an investment advisor,
which, together with its subsidiaries, provides investment advice and
management services to certain non-U.S. investment funds and trusts.
The name, business address, present principal occupation or
employment, and citizenship of each executive officer and director of GIL are
as follows:
Michael John Bishop, Director; address: c/o GIL, Gartmore
House, P.O. Box 65, 16-18 Monument Street, London EC3R 8QQ England; principal
occupation: executive director of GIL; citizenship: British.
Andrew Jonathan Brown, Director; address: c/o GIL, Gartmore
House, P.O. Box 65, 16-18 Monument Street, London EC3R 8QQ England; principal
occupation: executive director of GIL; citizenship: British.
Lewis John McNaught, Director; address: c/o GIL, Gartmore
House, P.O. Box 65, 16-18 Monument Street, London EC3R 8QQ England; principal
occupation: executive director of GIL; citizenship: British.
Paul Myners, Chairman; address: c/o GIL, Gartmore House, P.O.
Box 65, 16-18 Monument Street, London EC3R 8QQ England; principal occupation:
executive director of GIL; citizenship: British.
Peter Graham Pearson-Lund, Director; address: c/o GIL, Gartmore
House, P.O. Box 65, 16-18 Monument Street, London EC3R 8QQ England; principal
occupation: executive director of GIL; citizenship: British.
David Walter Watts, Director; address: c/o GIL, Gartmore House,
P.O. Box 65, 16-18 Monument Street, London EC3R 8QQ England; principal
occupation: executive director of GIL; citizenship: British.
Thomas Jeremy Willoughby, Secretary and Director; address:
c/o GIL, Gartmore House, P.O. Box 65, 16-18 Monument Street, London EC3R
8QQ England; principal occupation: executive director of GIL; citizenship:
British.
GIL declares that the filing of this statement shall not be
construed as our admission that GIL is, for the purposes of Section 13(d) of
the Act, the beneficial owner of any securities covered by this Schedule 13D.
(ii) During the last five years, neither GIL, nor to its
knowledge, any of the persons listed on Item 2 has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or has been 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.
Item 3. Source and Amount of Funds or Other Consideration.
ECS purchased 340,000 Shares at $15-$15.25 each ($5,105,000).
EG purchased 45,000 Shares at $15-$15.125 each ($676,250). GAF purchased
20,000 Shares at $11 each ($220,000). GE purchased 11,000 Shares at $13
each ($143,000). GM purchased 19,000 Shares at $13 each ($247,000). Meinl
purchased 20,000 Shares at $15 each ($300,000). NA purchased 27,000 Shares
at $11 each ($297,000). OPSEU purchased 35,000 Shares at $13 each
($455,000). SC purchased 9,000 Shares at $11-$16.25 each ($124,500). WNA
purchased 7500 Shares at $12.50-$13.25 each ($98,625). Yasuda purchased
20,000 Shares at $15 each ($300,000).
Each Fund purchased the units for cash. All funds used by the
Funds were their own funds, and no part of the purchase price was represented
by borrowed funds.
Item 4. Purpose of Transaction.
The Shares were acquired for investment purposes only. The
Reporting Persons may continue to make purchases for investment purposes in
the future if they deem it appropriate; however, they do not currently have
any plans to make any additional purchases.
Neither GIL nor any person named in Item 2 of this statement
has any plan or proposal which relates to or would result in any of the
transactions described in subparagraphs (a) through (j) of Schedule 13D
Item 4.
Item 5. Interest in Securities of the Issuer.
There is set forth below a listing of all shares owned by the
Reporting Person and, in each case, the nature of their beneficial ownership:
EG 45,000 Shares (0.4%)
ECS 340,000 Shares (3.2%)
GAF 20,000 Shares (0.2%)
NA 27,000 Shares (0.3%)
GE 11,000 Shares (0.1%)
SC 9,000 Shares (0.1%)
GM 19,000 Shares (0.2%)
Meinl 20,000 Shares (0.2%)
OPSEU 35,000 Shares (0.3%)
WNA 7,500 Shares (0.1%)
Yasuda 20,000 Shares (0.2%)
The Shares may be deemed beneficially owned by both the Funds
and GIL, although GIL disclaims such beneficial ownership. GIL has the sole
power to vote and to dispose of Shares owned by each Fund except Yasuda; it
shares the power to dispose and has no power to vote Shares held by Yasuda.
OPSEU bought 35,000 Shares at $13 each ($455,000) on November 22,
1995. WNA bought 6500 Shares at $13.25 each on November 13 ($86,125) and
1000 Shares at $12.50 each on November 16, 1995 ($12,500). ECS bought
40,000 shares at $15.125 each on October 20, 1995 ($605,000). GM bought
19,000 Shares at $13 each on November 22, 1995 ($247,000). GAF bought
20,000 shares at $11 each on December 5, 1995 ($220,000). EG bought 10,000
Shares at $15.125 each on October 20, 1995 ($151,250). NA bought 27,000
Shares at $11 each on December 5, 1995 ($297,000). GE bought 11,000 Shares
at $13 each on November 22, 1995 ($143,000). SC bought 3,000 Shares at
$16.25 each on October 16 ($48,750), 3,000 Shares at $14.25 on November 8
($42,750) and 3,000 Shares at $11 on December 5, 1995 ($33,000).
Item 6. Contracts, Arrangements, Understandings or Relation-ships with
Respect to Securities of the Issuer.
To the knowledge of the Reporting Person, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons in Item 2 or between such persons and any
other person with respect to any securities of the Issuer, including, but
not limited to, transfer or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding or
proxies.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: September 4, 1996
Signature: Gartmore Investment Limited
By:_________________________
Name/Title: Kenneth H. Chase
Attorney-in-Fact
