UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
Under the Securities Exchange Act of 1934
ContiFinancial Corporation
------------------------------------
(Name of Issuer)
Common Shares, $0.01 par value
----------------------------------------
(Title of Class of Securities)
21075V 10 7
----------------
(CUSIP Number)
*The remainder of this 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 reminder 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 (however, see the
Notes).
The total number of shares reported herein is 35,938,421 which constitutes
approximately 80.98% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 44,380,949 shares
outstanding, and ownership figures reported are as of December 31, 1996.
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page 2 of 14 Pages
CUSIP NO. 21075V 10 7 13G
-----------------
1. Name of Reporting Person Continental Grain Company
S.S. or I.R.S. Identifica-
tion No. of Above Person
2. Check the Appropriate Box (a)
if a Member of a Group (b) X
3. S.E.C. Use Only
4. Citizenship or Place of Organization Delaware
Number of Shares (5) Sole Voting Power 35,918,421
Beneficially (6) Shared Voting Power 0
Owned by Each (7) Sole Dispositive Power 35,918,421
Reporting Person (8) Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
35,918,421
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ______
11. Percent of Class Represented by Amount in Row 9 80.93%
12. Type of Reporting Person CO
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page 3 of 14 Pages
CUSIP NO. 21075V 10 7 13G
-----------------
1. Name of Reporting Person Michel Fribourg
S.S. or I.R.S. Identifica-
tion No. of Above Person
2. Check the Appropriate Box (a)
if a Member of a Group (b) X
3. S.E.C. Use Only
4. Citizenship or Place of Organization U.S.A.
Number of Shares (5) Sole Voting Power 10,000
Beneficially (6) Shared Voting Power 35,918,421
Owned by Each (7) Sole Dispositive Power 10,000
Reporting Person (8) Shared Dispositive Power 35,918,421
9. Aggregate Amount Beneficially Owned by Each Reporting Person
35,928,421
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ______
11. Percent of Class Represented by Amount in Row 9 80.96%
12. Type of Reporting Person IN
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page 4 of 14 Pages
CUSIP NO. 21075V 10 7 13G
-----------------
1. Name of Reporting Person Mary Ann Fribourg
S.S. or I.R.S. Identifica-
tion No. of Above Person
2. Check the Appropriate Box (a)
if a Member of a Group (b) X
3. S.E.C. Use Only
4. Citizenship or Place of Organization U.S.A.
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 35,918,421
Owned by Each (7) Sole Dispositive Power 0
Reporting Person (8) Shared Dispositive Power 35,918,421
9. Aggregate Amount Beneficially Owned by Each Reporting Person
35,918,421
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ______
11. Percent of Class Represented by Amount in Row 9 80.93%
12. Type of Reporting Person IN
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page 5 of 14 Pages
CUSIP NO. 21075V 10 7 13G
-----------------
1. Name of Reporting Person Paul J. Fribourg
S.S. or I.R.S. Identifica-
tion No. of Above Person
2. Check the Appropriate Box (a)
if a Member of a Group (b) X
3. S.E.C. Use Only
4. Citizenship or Place of Organization U.S.A.
Number of Shares (5) Sole Voting Power 5,000
Beneficially (6) Shared Voting Power 35,918,421
Owned by Each (7) Sole Dispositive Power 5,000
Reporting Person (8) Shared Dispositive Power 35,918,421
9. Aggregate Amount Beneficially Owned by Each Reporting Person
35,923,421
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ______
11. Percent of Class Represented by Amount in Row 9 80.94%
12. Type of Reporting Person IN
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page 6 of 14 Pages
CUSIP NO. 21075V 10 7 13G
-----------------
1. Name of Reporting Person Donald L. Staheli
S.S. or I.R.S. Identifica-
tion No. of Above Person
2. Check the Appropriate Box (a)
if a Member of a Group (b) X
3. S.E.C. Use Only
4. Citizenship or Place of Organization U.S.A.
Number of Shares (5) Sole Voting Power 20,000
Beneficially (6) Shared Voting Power 35,918,421
Owned by Each (7) Sole Dispositive Power 20,000
Reporting Person (8) Shared Dispositive Power 35,918,421
9. Aggregate Amount Beneficially Owned by Each Reporting Person
35,938,421
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ______
11. Percent of Class Represented by Amount in Row 9 80.98%
12. Type of Reporting Person IN
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page 7 of 14 Pages
CUSIP No. 21075V 10 7
ITEM 1
(A)-(B) NAME OF ISSUER AND ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
This statement relates to the Common Stock, par value $0.01 per
share (the "Stock"), of ContiFinancial Corporation, a Delaware corporation (the
"Issuer"). The principal executive officers of the Issuer are located at 277
Park Avenue, New York, New York 10172.
ITEM 2
(A) NAMES OF PERSONS FILING
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13G Statement on behalf of
Continental Grain Company, a Delaware corporation ("Continental Grain Company"),
Michel Fribourg, Mary Ann Fribourg, Paul J. Fribourg and Donald L. Staheli
(collectively, the "Reporting Persons").
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
Continental Grain Company
277 Park Avenue
New York, NY 10172
Michel Fribourg
c/o Continental Grain Company
277 Park Avenue
New York, NY 10172
Mary Ann Fribourg
c/o Continental Grain Company
277 Park Avenue
New York, NY 10172
Paul J. Fribourg
c/o Continental Grain Company
277 Park Avenue
New York, NY 10172
Donald L. Staheli
c/o Continental Grain Company
277 Park Avenue
New York, NY 10172
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page 8 of 14 Pages
CUSIP No. 21075V 10 7
(C) CITIZENSHIP
Continental Grain Company
Delaware
Michel Fribourg
U.S.A.
Mary Ann Fribourg
U.S.A.
Paul J. Fribourg
U.S.A.
Donald L. Staheli
U.S.A.
(D) TITLE OF CLASS OF SECURITIES
This Schedule 13G Statement relates to the Common Stock, par value
$0.01 per share, of the Issuer.
(E) CUSIP NUMBER
The CUSIP number of the Stock is 21075V 10 7.
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(A) [ ] BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE ACT
(B) [ ] BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT
(C) [ ] INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19) OF THE
ACT
(D) [ ] INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE
INVESTMENT COMPANY ACT
(E) [ ] INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF THE
INVESTMENT ADVISERS ACT OF 1940
(F) [ ] EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT
TO THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974 OR ENDOWMENT FUND; SEE SS. 240.13D-
1(B)(1)(II)(F)
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page 9 of 14 Pages
CUSIP No. 21075V 10 7
(G) [ ] PARENT HOLDING COMPANY, IN ACCORDANCE WITH SS. 240.13D-
1(B)(II)(G) (NOTE: SEE ITEM 7)
(H) [ ] GROUP, IN ACCORDANCE WITH SS. 240.13D-1(B)(1)(II)(H)
ITEM 4 OWNERSHIP
As of December 31, 1996:
(A)-(B) AMOUNT BENEFICIALLY OWNED AND PERCENT OF CLASS
Continental Grain Company
-------------------------
The aggregate number of shares of the Stock that Continental Grain
Company owns beneficially, pursuant to Rule 13d-3 of the Act, is 35,918,421
which constitutes approximately 80.93% of the outstanding shares of the Stock.
Michel Fribourg
---------------
Because of his position as a controlling stockholder of Continental
Grain Company and because of his individual ownership of 10,000 shares of the
Stock, Michel Fribourg may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 35,928,421 shares of the Stock in the aggregate, which
constitutes approximately 80.96% of the outstanding shares of the Stock.
Pursuant to Rule 13d-4 of the Act, Michel Fribourg disclaims beneficial
ownership of the shares of the Stock owned by Continental Grain Company, except
to the extent of his pecuniary interest therein.
Mary Ann Fribourg
-----------------
Because of her position as a controlling stockholder of Continental
Grain Company, Mary Ann Fribourg may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 35,918,421 shares of the Stock in the
aggregate, which constitutes approximately 80.93% of the outstanding shares of
the Stock. Pursuant to Rule 13d-4 of the Act, Mary Ann Fribourg disclaims
beneficial ownership of the shares of Stock owned by Continental Grain Company,
except to the extent of her pecuniary interest therein.
Paul J. Fribourg
----------------
Because of his position as President and Chief Operating Officer of
Continental Grain Company and because of his position as General Partner of the
Paul Fribourg Family L.P., which owns 5,000 shares of the Stock, Paul J.
Fribourg may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 35,923,421 shares of the Stock in the aggregate, which constitutes
approximately 80.94% of the outstanding shares of the Stock. Pursuant to Rule
13d-4 of the Act,
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page 10 of 14 Pages
CUSIP No. 21075V 10 7
Paul J. Fribourg disclaims beneficial ownership of the shares of the Stock owned
by Continental Grain Company and by the Paul Fribourg Family L.P., except, in
each case, to the extent of his pecuniary interest therein.
Donald L. Staheli
-----------------
Because of his position as Chief Executive Officer of Continental
Grain Company and because of his individual ownership of 20,000 shares of the
Stock, Donald L. Staheli may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 35,938,421 shares of the Stock in the aggregate, which
constitutes approximately 80.98% of the outstanding shares of the Stock.
Pursuant to Rule 13d-4 of the Act, Donald L. Staheli disclaims beneficial
ownership of the shares of the Stock owned by Continental Grain Company, except
to the extent of his pecuniary interest therein.
(C) NUMBER OF SHARES AS TO WHICH THE PERSONS FILING HAVE:
Continental Grain Company
-------------------------
Continental Grain Company has the sole power to vote or to
direct the vote and to dispose or direct the disposition of 35,918,421 shares of
the Stock.
Michel Fribourg
---------------
Michel Fribourg has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 10,000 shares of the Stock.
As a controlling stockholder of Continental Grain Company, Michel Fribourg has
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 35,918,421 shares of the Stock.
Mary Ann Fribourg
-----------------
As a controlling stockholder of Continental Grain Company,
Mary Ann Fribourg has shared power to vote or to direct the vote and to dispose
or to direct the disposition of 35,918,421 shares of the Stock.
Paul J. Fribourg
----------------
As General Partner of the Paul Fribourg Family L.P., Paul
Fribourg has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 5,000 shares of the Stock. As President and Chief
Operating Officer of Continental Grain Company, Paul Fribourg has shared power
to vote or to direct the vote and to dispose or to direct the disposition of
35,918,421 shares of the Stock.
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page 11 of 14 Pages
CUSIP No. 21075V 10 7
Donald L. Staheli
-----------------
Donald L. Staheli has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 20,000 shares of the Stock.
As Chief Executive Officer of Continental Grain Company, Donald L. Staheli has
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 35,918,421 shares of the Stock.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF THE
DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER OF MORE
THAN FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING [ ]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
No person other than the Reporting Persons has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of the Stock owned by them.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
This Schedule 13G Statement is not being filed by a parent holding
company.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
This Schedule 13G Statement is being filed on behalf of each of
the Reporting Persons pursuant to Rules 13d-1(c) and 13d-1(f)(1). The identity
of each of the Reporting Persons is set forth in Item 2(a) hereof. The agreement
required by Rule 13d-1(f)(1)(iii) is attached hereto as Exhibit A.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
It is inapplicable for the purposes herein to provide notice of
dissolution of a group.
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page 12 of 14 Pages
CUSIP No. 21075V 10 7
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: February 13, 1997
CONTINENTAL GRAIN COMPANY
By: /s/ Paul J. Fribourg
----------------------------
Name: Paul J. Fribourg
Title: President
/s/ Michel Fribourg
--------------------------------
Michel Fribourg
/s/ Mary Ann Fribourg
--------------------------------
Mary Ann Fribourg
/s/ Paul J. Fribourg
--------------------------------
Paul J. Fribourg
/s/ Donald L. Staheli
--------------------------------
Donald L. Staheli
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page 13 of 14 Pages
CUSIP No. 21075V 10 7
EXHIBIT INDEX
Exhibit Name Page
- ------- ---- ----
A Agreement pursuant to 14
Rule 13d-1(f)(1)(iii)
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page 14 of 14 Pages
CUSIP No. 21075V 10 7
EXHIBIT A
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of them in the
capacities set forth hereinbelow.
Dated: February 13, 1997
CONTINENTAL GRAIN COMPANY
By: /s/ Paul J. Fribourg
----------------------------
Name: Paul J. Fribourg
Title: President
/s/ Michel Fribourg
--------------------------------
Michel Fribourg
/s/ Mary Ann Fribourg
--------------------------------
Mary Ann Fribourg
/s/ Paul J. Fribourg
--------------------------------
Paul J. Fribourg
/s/ Donald L. Staheli
--------------------------------
Donald L. Staheli
