==========================================START OF PAGE 1====== UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 37641 / September 5, 1996 ADMINISTRATIVE PROCEEDING File No. 3-9069 ------------------------------- : : ORDER INSTITUTING CEASE- : AND-DESIST PROCEEDINGS In the Matter of : PURSUANT TO SECTION 21C OF : THE SECURITIES EXCHANGE ACT FOOD RESEARCH CORPORATION, : OF 1934 AND FINDINGS AND ORDER : OF THE COMMISSION : Respondent. : : ------------------------------- I. The Commission deems it appropriate and in the public interest that public administrative proceedings be, and they hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") to determine whether Food Research Corporation ("FRC") has failed to comply with Sections 13(d) and 16(a) of the Exchange Act, and Rules 13d-1, 13d-2, 16a- 2, 16a-3 and former Rule 16a-1 promulgated thereunder. II. In anticipation of the institution of these administrative proceedings, FRC ("the Respondent") has submitted an Offer of Settlement which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, the Respondent, without admitting or denying the matters set forth herein, consents to the issuance of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 and Findings and Order of the Commission ("Order"), and to the entry of findings and imposition of remedial sanctions set forth below. ==========================================START OF PAGE 2====== III. On the basis of this Order and the Respondent's Offer of Settlement, the Commission finds the following: A. FACTS 1. Respondent FRC, a Delaware corporation with its sole office in New York, New York, is a holding company that, as of December 9, 1995, beneficially owned 50.9% of the equity securities of Vie de France Corporation ("Vie de France"). 2. Issuer Vie de France, a Delaware corporation with principal offices in Alexandria, Virginia, is a food products company. According to its Annual Report on Form 10-K for the year ended June 24, 1995, Vie de France had total assets of over $29.9 million and stockholders' equity of $24.4 million. As of August 31, 1995, Vie de France had 13,780,793 shares of common stock issued and outstanding. Vie de France reported net income of $24,200 for its 1995 fiscal year. Vie de France's common stock has been registered with the Commission pursuant to Section 12 of the Exchange Act since October 28, 1984, and is traded on NASDAQ's National Market System. B. APPLICABLE LAW Section 13(d) of the Exchange Act and Rule 13d-1 thereunder, in relevant part, provide that any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a company registered pursuant to Section 12 of the Exchange Act, is directly or indirectly the beneficial owner of more than 5 percent of such security, shall, within 10 days after such acquisition, file a Schedule 13D with the Commission and the appropriate Exchange. Rule 13d-2(a) requires that amendments to Schedule 13D be promptly filed if any material change to the facts set forth in the Schedule 13D occurs. A change of one percent or more in the reporting person's beneficial ownership of the specified securities is deemed material for the purposes of Rule 13d-2(a). ==========================================START OF PAGE 3====== Section 16(a) of the Exchange Act -[1]- requires that beneficial owners of more than ten percent of any class of any equity security registered pursuant to Section 12 of the Exchange Act and the officers and directors of the issuer of any such security (hereinafter "insider") file a statement with the Commission by the effective date of a registration statement filed pursuant to Section 12 of the Exchange Act, or within ten days of becoming such officer, director or beneficial owner, reporting the amount of all equity securities of such issuer of which they are a beneficial owner. Section 16(a) also requires an insider to file with the Commission within ten days after the close of each calendar month, if there has been a change in the insider's ownership of the issuer's equity securities during such month, a statement indicating such changes. The rules enacted pursuant to Section 16(a) provide that an initial statement by an insider is to be made on a Form 3 and subsequent statements of changes in beneficial ownership are to be made on a Form 4 or a Form 5. C. RESPONDENT'S VIOLATIONS OF SECTIONS 13(d) AND 16(a) AND THE RULES THEREUNDER FRC failed for periods ranging from one week to more than one year and five months to file seven amendments to its Schedule 13D reporting acquisition or ownership and changes thereto, in the securities of Vie de France. FRC was two years late in filing its Form 3 for Vie de France with the Commission and has filed late for periods ranging from two months to more than one year and eight months six Forms 4 reporting changes in its beneficial ownership of Vie de France common stock. FRC also failed to timely file three Forms 5 for periods ranging from more than one month to one year and one month. The combined value of FRC's stock transactions in late Form 4 filings for Vie de France is approximately $6.5 million. FRC's history of delinquency, compiled from the ownership reports it filed with the Commission for Vie de France, is set forth below: ---------FOOTNOTES---------- -[1]- Until May 1, 1991, the statutory filing requirements under Section 16 of the Exchange Act were implemented by Rule 16a-1. On January 10, 1991, the Commission adopted a comprehensive revision of the rules under Section 16 which became effective on May 1, 1991. See Rel. 34-28869, 56 Fed. Reg. 7242 (Feb. 21, 1991). Among other things, these amendments place the implementation of the former Rule 16a-1 filing requirements in new Rules 16a-2 and 16a-3. Accordingly, this Order, at paragraph VI, orders that FRC cease and desist from violating Rules 16a-2 and 16a-3. ==========================================START OF PAGE 4====== FOOD RESEARCH CORPORATION Forms 3, 4 and 5 For Holdings and Transactions in the Equity Securities of Vie de France Corporation October 28, 1984 through November 13, 1995 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late Form 3 10-84 Form 3 3,642,588 10-28-84 2y 10-14-86** to 11-10-86 Forms 4, 5 11-87 Buy 3,333 3.75 12,499 12-10-87 T 12-11-87 12-87 Buy 3,333 3.75 12,499 01-11-88 T 1,334 3.75 5,003 12-11-87 2,743 3.75 10,286 1,667 3.62 6,035 734 3.75 2,753 1,553 3.75 5,749 01-88 Buy 667 3.75 2,539 08-12-91 T 01-12-88 06-90 Acq by 1,679,888 2.00 3,359,776 07-10-90 1y8m exer of 03-10-92 opt. 08-90 Acq by 872,894 2.00 1,745,788 09-10-90 1y6m exer of 03-10-92 opt. FY-91 Form 5 08-12-91 7m 03-10-92 06-92 Sale 678,000 1.75 1,186,500 07-10-92 T 07-09-92 ==========================================START OF PAGE 5====== Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 08-92 Sale 134,000 2.13 285,420 09-10-92 T 09-11-92 11-92 Sale 100,000 2.63 263,000 12-10-92 T 8,000 2.81 22,480 12-10-92 04-93 Sale 134,000 2.94 393,960 05-10-93 1y4m3w 10-03-94 FY-93 Form 5 08-16-93 1y1m2w 10-03-94 02-94 Sale 7,500 5.50 41,250 03-10-94 6m3w 10,000 5.31 53,100 10-03-94 11,000 5.19 57,090 151,440 03-94 Sale 60,000 5.00 300,000 04-11-94 5m3w 10-03-94 FY-94 Form 5 08-15-94 1m2w 10-03-94 01-95 Sale 25,000 4.00 100,000 02-10-95 T 02-09-95 02-95 Sale 58,000 3.63 210,540 03-10-95 T 3,500 3.75 13,125 03-07-95 03-95 Sale 161,000 4.00 644,000 04-10-95 2m 06-12-95 10-95 Disp by 25,000 N/R N/R 11-13-95 T exch or conv 11-13-95 Total value late reported transactions: $ 6,594,964 * = Price per share rounded off ** = Source of Information: Official Summary of Security Transactions and Holdings ==========================================START OF PAGE 6====== FOOD RESEARCH CORPORATION, GMP INTERNATIONAL FOODS, INC., GRANDS MOULINS DE PARIS AND JEAN-LOUIS VILGRAIN Schedules 13G, 13D and Amendments Vie de France Corporation February 14, 1985 through August 22, 1996 Date Month Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. TypeShares Amendment Rec'd Wks.Late 1984 13G -[2]- 02-14-85T 02-14-85 08-28-86 13D 5,510,056 09-08-86 T 09-08-86 09-12-86 13D Amendment Change 09-12-86* 3w Items 3, 10-09-86 5-7 10-14-86 13D Amendment Change 10-14-86 2m2w Items 3,5, 12-30-86 7 10-14-86 13D Amendment Change 10-14-86 1y Item 3 10-19-87 10-06-89 13D Amendment Change 10-06-89 2w Items 1-7 10-26-89 12-19-89 13D Amendment Change 12-19-89 1w Items 2-7 01-02-90 06-26-92 13D Amendment Change 06-26-92 2m2w Items 2-7 09-16-92 08-03-92 13D Amendment Change 08-03-92 1m1w Items 2-7 09-16-92 03-07-95 13D Amendment Change 03-07-95 1y5m2w Items 4-7 08-22-96 * = For the purposes of this table, the due date for amendments ---------FOOTNOTES---------- -[2]- Schedules 13G were filed separately by Food Research Corporation, GMP International Foods, Inc. and Jean- Louis Vilgrain. ==========================================START OF PAGE 7====== reflects the date the obligation to file the amendment arose. IV. FINDINGS Based on the above, the Commission finds that FRC violated Sections 13(d) and 16(a) of the Exchange Act, and Rules 13d-1, 13d-2, 16a-2, 16a-3 and former Rule 16a-1 promulgated thereunder. V. OFFER OF SETTLEMENT FRC has submitted an Offer in this proceeding which the Commission has determined to accept. FRC, in its Offer, consents to this Order making findings, as set forth above, and ordering it to cease and desist from committing or causing any violation of, and committing or causing any future violation of, Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 thereunder. VI. ORDER Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange Act, that FRC cease and desist from committing or causing any violation of, and committing or causing any future violation of, Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder. By the Commission. Jonathan G. Katz Secretary