==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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)
July 25, 1996
(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: [ ]. (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).
==============================================================================
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* |
| | Not applicable |
|____|____________________________________________________________________|
| 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 |
| | | 503,740 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 503,740 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 24,700 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 528,440 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 4.8% |
|____|____________________________________________________________________|
| 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 Pensionenfonds
Voor De Rustpensionen Van Het Statutair Personeel Van De N.V. Van Publiiek
Recht Belgacom/Fonds De Pension Pour Les Pensions De Retraite Du Personnel
Statutair De Belgacom S. A. De Droit Public ("Belgacom"), Bank Saudi Fransi
Global Emerging Markets Fund ("BSF"), 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"), Mitsubishi Trust A/C 8435 ("Mitsubishi"),
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 Belgacom, BSF and 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:
Roger Bartley, Director; address: c/o GIL, Gartmore House,
16-18 Monument Street, London E3CR 8QQ England; principal occupation:
executive director of GIL; citizenship: British.
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.
Andrew Fleming, Director; address: c/o GIL, Gartmore House,
16-18 Monument Street, London E3CR 8QQ England; principal occupation:
executive director of GIL; citizenship: British.
Nicholas Henderson, Director; address: c/o GIL, Gartmore House,
16-18 Monument Street, London E3CR 8QQ England; principal occupation:
executive director of GIL; citizenship: British.
Helen Marsden, Director; address: c/o GIL, Gartmore House,
16-18 Monument Street, London E3CR 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.
Sally Tennant, Director; address: c/o GIL, Gartmore House,
16-18 Monument Street, London E3CR 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.
Not Applicable.
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:
Belgacom 4,550 Shares (0.04%)
BSF 2,700 Shares (0.02%)
EG 45,000 Shares (0.04%)
ECS 307,500 Shares (2.8%)
GAF 20,000 Shares (0.2%)
NA 22,490 Shares (0.2%)
GE 11,000 Shares (0.1%)
SC 9,000 Shares (0.1%)
GM 19,000 Shares (0.2%)
Meinl 20,000 Shares (0.2%)
Mitsubishi 4,700 Shares (0.04%)
OPSEU 35,000 Shares (0.3%)
WNA 7,500 Shares (0.01%)
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
Mitsubishi and Yasuda; it has shared power to dispose and no power to vote
Shares held by these.
Belgacom sold 2250 Shares at $7.875 on July 18, 1996
($17,718.75). ECS sold 32,500 Shares at $7.7019 on July 25, 1996
($250,311.75), 2500 Shares at $8 on July 28, 1996 ($20,000) and 5000 Shares
at $8 on July 29, 1996 ($40,000). BSF sold 1,000 shares at $7.7675 on July
17, 1996 ($7,737.50).
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
