-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T3o9pqQRC3sBYD6W0/AMw5PIqD9DP1J5nLBIqUUVjXd//Bjho4SVRGQZmqSQFIGk BJorkgPlj8jq8pPBgCKk2g== 0001092307-02-000131.txt : 20021129 0001092307-02-000131.hdr.sgml : 20021128 20021129122059 ACCESSION NUMBER: 0001092307-02-000131 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GARDENBURGER INC CENTRAL INDEX KEY: 0000859735 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 930886359 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44004 FILM NUMBER: 02844765 BUSINESS ADDRESS: STREET 1: 1411 SW MORRISON ST STREET 2: STE 400 CITY: PORTLAND STATE: OR ZIP: 97205 BUSINESS PHONE: 5032051500 MAIL ADDRESS: STREET 1: 1411 SW MORRISON STE 400 CITY: PORTLAND STATE: OR ZIP: 97205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAUNUS CORP CENTRAL INDEX KEY: 0001092307 IRS NUMBER: 134060471 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 31 W 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124698000 MAIL ADDRESS: STREET 1: 31 W 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 gardenburger01.txt GARDENBURGER AMENDMENT TAUNUS CORPORATION 31 West 52nd Street New York, New York 10019 Jeffrey A. Ruiz Vice President Telephone: (212) 469-3667 November 29, 2002 Securities and Exchange Commission SEC Document Control 450 Fifth Street, N.W. Washington, DC 20549 Attn: Filing Desk Dear Sirs: Re: Filing of Schedule 13G on Gardenburger Inc. Pursuant to Rule 13d-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, the following is one copy of the Schedule 13G with respect to the common stock of the above referenced corporation. Please acknowledge your receipt of the Schedule 13G filing submission through the EDGAR Ease System software, by E-Mail confirmation. Sincerely, Jeffrey A. Ruiz Enclosures UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Gardenburger Inc. --------------------------------------- NAME OF ISSUER: Common Stock (NoPar Value) --------------------------------------- TITLE OF CLASS OF SECURITIES 365476100 --------------------------------------- CUSIP NUMBER December 31, 2001 --------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-I(b) [X] Rule 13d-I(c) [ ] Rule 13d-I(d) CUSIP No. 365476100 1.NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Taunus Corporation* 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3.SEC USE ONLY 4.CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES 812,500 BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 12,500 EACH 7. SOLE DISPOSITIVE POWER REPORTING 812,500 PERSON WITH 8. SHARED DISPOSITIVE POWER 12,500 9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 825,000 10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES [] 11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.4% 12.TYPE OF REPORTING PERSON HC,CO - ------------------------------------------------------------------------------ * In accordance with Release No. 34-39538 (January 12, 1998), this filing reflects the securities beneficially owned by Taunus Corporation, a holding company that is a wholly owned subsidiary of Deutsche Bank A.G. Taunus Corporation is a separate operating unit of Deutsche Bank A.G. This filing does not reflect securities beneficially owned by any other business unit of Deutsche Bank A.G., and Taunus Corporation expressly disclaims beneficial ownership of any such securities. Item 1(a). Name of Issuer: Gardenburger Inc. (the Issuer ) Item 1(b). Address of Issuer's Principal Executive Offices: The address of the Issuer's principal executive offices is: 1411 Southwest Morrison Street Suite 400 Portland, OR 97205 Item 2(a). Name of Person Filing: This statement is filed on behalf of Taunus Corporation (Taunus) or Reporting Person ). Item 2(b). Address of Principal Business Office or, if none, Residence: The principal place of business for Taunus is: 31 West 52nd Street New York, New York 10019 Item 2(c). Citizenship: The citizenship of each of the Reporting Persons is set forth on the applicable cover page. Item 2(d). Title of Class of Securities: The title of the securities is common stock, no par value (Common Stock ). Item 2(e). CUSIP Number: The CUSIP number of the Common Stock is set forth on the cover page. Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: A. Taunus Corporation: Not Applicable (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 of 1940; (e) [ ]An investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(E); (f) [ ]An employee benefit plan, or endowment fund in accordance with Rule 13d-1 (b)(1)(ii)(F); (g) [ ]A parent holding company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G); (h) [ ]A savings association as defined in section 3(b) of the Federal Deposit Insurance Act; (i) [ ]A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) [ ]Group, in accordance with Rule 13d-1 (b)(1)(ii)(J). Item 4. Ownership. (a) Amount beneficially owned: The Reporting Person owns the amount of the Common Stock as set forth on the cover page. (b) Percent of class: The Reporting Person owns the percentage of the Common Stock as set forth on the cover page. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: The Reporting Person has the sole power to vote or direct the vote of the Common Stock as set forth on the cover page. (ii) shared power to vote or to direct the vote: The Reporting Person has the shared power to vote or direct the vote of the Common Stock as set forth on the cover page. (iii) sole power to dispose or to direct the disposition of: The Reporting Person has the sole power to dispose or direct the disposition of the Common Stock as set forth on the cover page. (iv) shared power to dispose or to direct the disposition of: The Reporting Person has the shared power to dispose or direct the disposition of the Common Stock as set forth on the cover page. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. See Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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: November 29, 2002 TAUNUS CORPORATION By: /s/ James T. Byrne, Jr. -------------------------------- Name: James T. Byrne, Jr. Title: Secretary Exhibit A
Subsidiary Beneficial Ownership Nature of Holdings DB Capital Investors, L.P. 625,000 1 Sole voting and dispositive power Castlewood Expansion Partners, L.P. 187,500 2 Sole voting and dispositive power Deutsche Bank Trust Co. Americas 12,500 Shared voting and dispositive power DB Capital Investors, L.P., Castlewood Expansion Partners, L.P., and Deutsche Bank Trust Co. Americas are indirect wholly-owned subsidiaries of Taunus. Omitted from the ownership structure are certain intermediate entities that do not exercise voting or investment discretion with respect to the Common Stock reported under this filing.
- -------- 1 This figure includes 425,000 shares of Series A Convertible Preferred Stock and 75,000 shares of Series B Convertible Preferred Stock. Each share of Series A and Series B Convertible Preferred Stock is convertible into 1.25 shares of the Common Stock. 2 This figure includes 127,500 shares of Series A Convertible Preferred Stock and 22,500 shares of Series B Convertible Preferred Stock. Each share of Series A and Series B Convertible Preferred Stock is convertible into 1.25 shares of the Common Stock. -----END PRIVACY-ENHANCED MESSAGE-----