Amended Statement of Beneficial Ownership (sc 13d/a)
07 Fevereiro 2017 - 3:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
*
|
BRIDGFORD
FOODS CORPORATION
|
|
(Name
of Company)
|
|
Common
Stock, $1.00 par value per share
|
|
(Title
of Class of Securities)
|
|
Bridgford
Industries Incorporated
|
|
1707
South Good-Latimer Expressway
|
|
Dallas,
Texas 75226
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|
(214)
428-1535
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(Name,
Address and Telephone Number of Person Authorized to
|
|
Receive
Notices and Communications)
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August
19, 2011
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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 that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
[ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
section 240.13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a person’s initial filing on this form with respect to subject
class of securities, and for any subsequent amendment containing information which would alter disclosures 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 (however, see the Notes).
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CUSIP No. 10876310
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13D
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Page 2
of 5 Pages
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1.
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NAMES
OF REPORTING PERSON
BRIDGFORD
INDUSTRIES INCORPORATED
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
(a)
[ ]
(b)
[ ]
|
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3.
|
SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
PF
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (see instructions) [ ]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
7,156,396
|
|
8.
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SHARED
VOTING POWER
0
|
|
9.
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SOLE
DISPOSITIVE POWER
7,156,396
|
|
10.
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SHARED
DISPOSITIVE POWER
0
|
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,156,396(1)
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.8%
(1)
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14.
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TYPE
OF REPORTING PERSON (see instructions)
CO
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(1)
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Based
on 9,076,832 issued and outstanding shares of Issuer’s common stock as of January 13, 2017, as reported in the Issuer’s
Quarterly report on Form 10-Q filed with the SEC on January 13, 2017.
|
|
CUSIP No. 10876310
|
13D
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Page 3
of 5 Pages
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Explanatory
Note
:
This
Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed on behalf of the Reporting Person relating to shares
of common stock of Bridgford Foods Corporation, a California corporation (the “Issuer”), $1.00 par value per share
(the “Common Stock”). Amendment No. 1 amends and supplements the Schedule 13D filed by the Reporting Person on April
5, 2010.
This
Amendment No. 1 reflects a change in the Reporting Person’s percent of Common Stock outstanding due solely to a decrease
in shares outstanding of the Issuer.
Between
April 2010 and August 2011, the Issuer repurchased approximately 127,000 shares of Common Stock pursuant to a board of directors
approved repurchase plan. The Reporting Person’s beneficial ownership in August 2011 consisted of 7,156,396 shares of Common
Stock. Based on the number of shares of Common Stock outstanding in August 2011, the Reporting Person had beneficial ownership
of 77.7% of the Issuer.
Between
August 2011 and August 2015, the Issuer repurchased approximately 118,000 shares of Common Stock pursuant to a board of directors
approved repurchase plan. The Reporting Person’s beneficial ownership in August 2015 consisted of 7,156,396 shares of Common
Stock. Based on the number of shares of Common Stock outstanding in August 2015, the Reporting Person had beneficial ownership
of 78.7% of the Issuer.
The
remaining disclosure set forth in this Amendment No. 1 will be based off the Reporting Person’s beneficial ownership as
of the date hereof.
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CUSIP No. 10876310
|
13D
|
Page
4 of 5 Pages
|
Item
5. Interest in Securities of the Company
Item
5 is hereby amended and restated in its entirety as follows:
Based
upon the Issuers’ most recent report on Form 10-K for the fiscal year ended October 28, 2016, filed with the Securities
and Exchange Commission on January 13, 2017, there were 9,076,832 shares of Common Stock issued and outstanding as of January
13, 2017. The percentages of ownership set forth below are based on there being 9,076,832 shares of Common Stock outstanding.
(a)
and (b)
As
of the date hereof, the beneficial ownership of Common Stock by the Reporting Persons is as follows:
The
Reporting Person has sole investment and voting power with respect to 7,156,396 shares of Common Stock. The Reporting Person does
not share investment or voting power with respect to any Common Stock. In aggregate, the Reporting Person may be deemed to beneficially
own 7,156,396 shares of Common Stock, which reflects 78.8% beneficial ownership of the Issuer.
(c)
Not applicable.
(d)
Not applicable.
(e)
Not applicable.
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CUSIP No. 10876310
|
13D
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Page 5
of 5 Pages
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No.
1 is true, complete and correct.
Date:
February 7, 2017
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Bridgford
Industries Incorporated
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/s/
Debra Dealcuaz
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Debra
Dealcuaz, Treasurer
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