-----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, QIztTlR2JZ8acbpSG8Nb2GED1uF72FgSYlOeeFg5lKfSgmUheoPb/imGDn2buJmZ M5kkbu51z3FlyNyxquEo0w== 0000903423-09-000346.txt : 20090413 0000903423-09-000346.hdr.sgml : 20090413 20090413162535 ACCESSION NUMBER: 0000903423-09-000346 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081112 FILED AS OF DATE: 20090413 DATE AS OF CHANGE: 20090413 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COMMERZBANK AKTIENGESELLSCHAFT /FI CENTRAL INDEX KEY: 0000852933 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 8880 [8880] FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52256 FILM NUMBER: 09746814 BUSINESS ADDRESS: STREET 1: POTFACH 10 05 05 6000 CITY: FRANKFURT 1 GERMANY STATE: I8 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Empire Water CORP CENTRAL INDEX KEY: 0001337080 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 25 ORCHARD RD. CITY: LAKE FOREST STATE: CA ZIP: 92630 BUSINESS PHONE: 949-768-1600 MAIL ADDRESS: STREET 1: 25 ORCHARD RD. CITY: LAKE FOREST STATE: CA ZIP: 92630 FORMER COMPANY: FORMER CONFORMED NAME: Cascade Coaching Corp. DATE OF NAME CHANGE: 20050825 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DRESDNER BANK AG /FI CENTRAL INDEX KEY: 0000030088 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52256 FILM NUMBER: 09746815 BUSINESS ADDRESS: STREET 1: GALLUSANLAGE 7-8 STREET 2: 6000 FRANKFURT MAIN CITY: WEST GERMANY STATE: 2M ZIP: 00000 BUSINESS PHONE: 212 895-1909 MAIL ADDRESS: STREET 1: 6000 FRANKFURT MAIN CITY: FRANKFURT STATE: 2M ZIP: 00000 3 1 dresdner-f3_0406ex.xml X0203 3 2008-11-12 0 0001337080 Empire Water CORP EWCR.OB 0000030088 DRESDNER BANK AG /FI 6000 FRANKFURT AM MAIN FRANKFURT, GERMANY 0 0 1 0 0000852933 COMMERZBANK AKTIENGESELLSCHAFT /FI 60261 FRANKFURT AM MAIN FRANKFURT, GERMANY 0 0 1 0 Common Stock, par value $0.00001 per share ("Common Shares") 2400000 D Warrant 1.25 2007-12-27 2009-12-27 Common Shares 2400000 D As of November 12, 2008, Dresdner Bank AG, through its London Branch, directly owns 2,400,000 Common Shares. By virtue of its direct ownership of 100% of the outstanding capital stock of Dresdner Bank AG, Commerzbank Aktiengesellschaft may be deemed to share beneficial ownership of these Common Shares. The Common Shares were acquired on November 12, 2008 by Dresdner Bank AG, through its London Branch, by a foreclosure on such shares pursuant to a pledge arrangement with a defaulting third party. Commerzbank Aktiengesellschaft acquired direct ownership of 100% of the outstanding capital stock of Dresdner Bank AG from Allianz SE on January 12, 2009. The exercise of the warrant is limited to the extent necessary to ensure that, following such exercise, the total number of Common Shares then beneficially owned by the holder and its affiliates and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), does not exceed 4.999% of the total number of issued and outstanding Common Shares, subject to adjustment at the option of the holder on at least 61 days' prior notice, but provided, in any event, such exercise cannot result in the holder and its affiliates and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder's for purposes of Section 13(d) of the Act holding in excess of 9.999% of the total number of issued and outstanding Common Shares. As of November 12, 2008, Dresdner Bank AG, through its London Branch, directly owns a warrant to purchase 2,400,000 Common Shares at an exercise price equal to $1.25 per share. By virtue of its direct ownership of 100% of the outstanding capital stock of Dresdner Bank AG, Commerzbank Aktiengesellschaft may be deemed to share beneficial ownership of the warrant. The warrant was acquired on November 12, 2008 by Dresdner Bank AG, through its London Branch, by a foreclosure on such warrant pursuant to a pledge arrangement with a defaulting third party. /s/ D. Christian Southwick, Authorized Signatory for Commerzbank Aktiengesellschaft 2009-04-09 /s/ Craig P. Sweetra, Authorized Signatory for Commerzbank Aktiengesellschaft 2009-04-09 /s/ D. Christian Southwick, Director - Compliance for Dresdner Bank AG 2009-04-09 /s/ Jesper Bang, Director - Capital Markets for Dresdner Bank AG 2009-04-09 -----END PRIVACY-ENHANCED MESSAGE-----