UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Opta Food Ingredients, Inc.
(Name of Issuer)
Common Shares, $.01 par value per share
(Title of Class of Securities)
68381N 10 5
(CUSIP Number)
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with copies to:
Mr. Henry Lagarde John M. Reiss, Esq.
Nouvelle Holding Guyomarc'h S.A. White & Case
14 rue Lafayette 75009 1155 Avenue of the Americas
Paris, France New York, NY 10036
(33-1) 48 01 98 50 (212) 819-8200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 29, 1997
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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 ( ).
____________
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SCHEDULE 13D
(Amendment No. 1)
CUSIP No. 68381N 10 5 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
Nouvelle Holding Guyomarc'h S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) (X)
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(d) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 1,386,674 (see discussion in Items 4 & 5)
REPORTING PERSON WITH
8 SHARED VOTING POWER
0 (see discussion in Items 4 & 5)
9 SOLE DISPOSITIVE POWER
1,386,674 (see discussion in Item 4 & 5)
10 SHARED DISPOSITIVE POWER
0 (see discussion in Items 4 & 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,386,674 (see discussion in Items 4 & 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7% (see discussion in Items 4 & 5)
14 TYPE OF REPORTING PERSON
HC
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SCHEDULE 13D
(Amendment No. 1)
CUSIP No. 68381N 10 5 Page 3 of 6 Pages
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1 NAME OF REPORTING PERSON
Compagnie Financiere de Paribas
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) (X)
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(d) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 1,386,674 (see discussion in Items 4 & 5)
REPORTING PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,386,674 (see discussion in Items 4 & 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,386,674 (see discussion in Items 4 & 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7% (see discussion in Items 4 & 5)
14 TYPE OF REPORTING PERSON
HC
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SCHEDULE 13D
(AMENDMENT NO. 1)
OPTA FOOD INGREDIENTS, INC.
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 to the Schedule 13D filed by Nouvelle Holding Guyomarc'h S.A.
and Compagnie Financiere de Paribas on January 9, 1997 (the "Schedule 13D") in
connection with the common shares, $.01 par value per share, of Opta Food
Ingredients, Inc., a Delaware corporation, is hereby amended by inserting the
following sentence at the end of the first paragraph thereof:
"Pursuant to the Opta Agreement, Nouvelle is entitled to designate a director
to the Board of Directors of the Company. On January 29, 1997, Frederic
Stevenin, an officer of Banque Paribas ("BP"), was designated by Nouvelle to
be appointed to the Board of Directors of the Company and was then appointed
to the Board of Directors of the Company. BP and Nouvelle are both
subsidiaries primarily owned by Compagnie Financiere de Paribas."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended by inserting the
following sentence at the end of the fourth paragraph thereof:
"Pursuant to the Opta Agreement, Nouvelle is entitled to designate a director
to the Board of Directors of the Company. On January 29, 1997, Frederic
Stevenin, an officer of Banque Paribas ("BP"), was designated by Nouvelle to
be appointed to the Board of Directors of the Company and was then appointed
to the Board of Directors of the Company. BP and Nouvelle are both
subsidiaries primarily owned by Compagnie Financiere de Paribas."
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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: February 6, 1997
NOUVELLE HOLDING GUYOMARC'H S.A.
By: /s/ H. Lagarde
Name: H. Lagarde
Title: Chairman
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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: February 6, 1997
COMPAGNIE FINANCIERE DE PARIBAS
By: /s/ M. E. Noyelle
Name: M. E. Noyelle
Title: General Attorney
