-----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, S9AKPlEj2RPvO9a7AUB7yLHRtM4ehjKt5atDS8T15wfCE0ESmeDA11st8UPg+3XN DQi7uB9nnwexpFlyQ/YXJw== 0000009672-96-000029.txt : 19960607 0000009672-96-000029.hdr.sgml : 19960607 ACCESSION NUMBER: 0000009672-96-000029 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960606 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GARDEN BOTANIKA INC CENTRAL INDEX KEY: 0000892335 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 911464962 STATE OF INCORPORATION: WA FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46049 FILM NUMBER: 96577299 BUSINESS ADDRESS: STREET 1: 8624 154TH AVE NE CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 2068819603 MAIL ADDRESS: STREET 1: 8624 154TH AVE NE CITY: REDMOND STATE: WA ZIP: 98052 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKAMERICA CORP CENTRAL INDEX KEY: 0000009672 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 941681731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CTR STREET 2: 555 CALIFORNIA ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156223530 MAIL ADDRESS: STREET 1: 555 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13G 1 SCHEDULE 13G [.TX] 1-13 ------------------------------ OMB APPROVAL ------------------------------ OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response . . .14.90 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.____________)* Garden Botanika ----------------------------------------- (Name of Issuer) Common Stock ----------------------------------------- (Title of Class of Securities) 364854109 ----------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement |X|. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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 the disclosures provided in a prior cover page. The information required in 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). SEC 1745 (2/95) 4134159 Page 1 of 9 pages --- --- - ------------------------------- CUSIP No. 364854109 13G - ------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BankAmerica Corporation 94-1681731 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF -0- SHARES --------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH -0- REPORTING --------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- --------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 759,232 - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 759,232 - ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.74% - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* HC - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 4134159 Page 2 of 9 pages --- --- - ------------------------------- CUSIP No. 364854109 13G - ------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bank of America NT&SA 94-1687665 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF -0- SHARES --------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH -0- REPORTING --------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- --------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 759,232 - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 759,232 - ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.74% - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* BK - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 4134159 Page 3 of 9 pages --- --- - ------------------------------- CUSIP No. 364854109 13G - ------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BankAmerica Ventures 95-6016836 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 759,232 SHARES --------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH -0- REPORTING --------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- --------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 759,232 - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 759,232 - ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.74% - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 4134159 Page 4 of 9 pages --- --- SCHEDULE 13G Item 1(a) Name of Issuer: Garden Botanika (b) Address of Issuer's Principal Executive Offices: 8624 154th Avenue N.E. Redmond, Washington 98052 Item 2(a) Names of Person Filing: BankAmerica Corporation ("BAC") Bank of America NT&SA ("BANTSA") BankAmerica Ventures ("BAV") (b) Address of Principal Business Offices: (For BAC and BANTSA) 555 California Street San Francisco, CA 94104 (For BAV) 950 Tower Lane, Suite 700 Foster City, CA 94404 (c) Citizenship: BAC is organized under the laws of Delaware. BAV is organized under the laws of California. BANTSA is a national banking association organized under the laws of the United States. (d) Title of Class of Securities: Common stock (e) CUSIP Number: 364854109 Item 3 If this statement is filed pursuant to Rules 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) [X] 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) (g) [X] 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) - ------------- * Not applicable as to BAV's beneficial ownership. For BAV this statement is filed pursuant to Rule 13d-1(c). 4134159 Page 5 of 9 pages --- --- Item 4 Ownership* (a) Amount Beneficially Owned: BAC 759,232 BANTSA 759,232 BAV 759,232 (b) Percent of Class: BAC 10.74% BANTSA 10.74% BAV 10.74% (c) Number of shares as to which such person has: (i) sole power to vote or direct the vote: BAC 0 BANTSA 0 BAV 759,232 (ii) shared power to vote or direct the vote: BAC 0 BANTSA 0 BAV 0 (iii) sole power to dispose or direct the disposition of: BAC 0 BANTSA 0 BAV 0 (iv) shared power to dispose or direct the disposition of:** BAC 759,232 BANTSA 759,232 BAV 759,232 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. Not Applicable. - ------------- * Ownership information is as of May 31, 1996 pursuant to Rule 13d-1(b)(2). The Issuer's securities are directly owned by BAV. BAV is a wholly-owned subsidiary of BANTSA, which in turn is a wholly-owned subsidiary of BAC and thus the Reporting Persons may be deemed to beneficially own the securities. The filing of this Schedule 13G should not be construed as an admission that either BANTSA or BAC is the beneficial owner of the Issuer's securities and such beneficial ownership is expressly disclaimed. ** The power to dispose or direct the disposition of shares is shared between the parent company and its subsidiaries. 4134159 Page 6 of 9 pages --- --- Item 7 Identification and Classification of the Subsidiaries Which Acquired the Security Being Reported on by the Parent Holding Company. See Item 2. The entities described below are direct or indirect wholly-owned subsidiaries of BAC, which is a registered bank holding company. BANTSA is a bank as defined in section 3(a)(6) of the Act. BAV is a corporation and is the BAC subsidiary that holds the direct investment in the Issuer. Item 8 Identification and Classification of Members of the Group. See Item 7. 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 in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 4134159 Page 7 of 9 pages --- --- 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. BankAmerica Corporation* Dated: June 5, 1996 By /s/ JAMES H. WILLIAMS ------------------------ James H. Williams Executive Vice President Bank of America NT&SA* Dated: June 5, 1996 By /s/ JAMES H. WILLIAMS ------------------------------ James H. Williams Group Executive Vice President *Evidence of authority to sign on behalf of corporation and Exhibit A (the Agreement Re Joint Filing of Schedule 13G) follow. 4134159 Page 8 of 9 pages --- --- 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. BankAmerica Ventures* Dated: June 5, 1996 By /s/ JUDITH A. BOYLE -------------------- Judith A. Boyle Counsel *Evidence of authority to sign on behalf of corporation and Exhibit A (the Agreement Re Joint Filing of Schedule 13G) follow. 4134159 Page 9 of 9 pages --- --- Board of Directors Adopted: November 1, 1993 BankAmerica Corporation Last amended: August 1, 1994 GENERAL OPERATING AND BORROWING RESOLUTION (Excerpts from) ---------------------------------------------------------- 1. Any two BAC officers listed below under the designation "Group 1" (the "Officers"): GROUP 1 the Chairman of the Board the Chief Executive Officer the President any Vice Chairman of the Board any Vice Chairman the Chief Financial Officer the Treasurer any Executive Vice President any Senior Vice President any Vice President the Secretary 2. Any one BAC officer listed above under either the designation GROUP 1 or GROUP 2, or any member of the Legal Department of Bank of America NT&SA holding the title of counsel or a title senior thereto be, and hereby is, authorized to sign registrations, reports, certificates, applications and other writings on behalf of BAC for submission to or filing with any federal, state, local or foreign regulatory authorities, and any amendments, withdrawals, or terminations thereof, as are deemed desirable by such officer or attorney in connection with BAC's activities or affairs. Board of Directors November 7, 1994 Bank of America NT&SA GENERAL OPERATING RESOLUTION (Excerpts from) -------------------------------------------- 2. Regulatory Matters. ------------------ (a) Any ONE of the officers of the Bank listed below under the designation Group III, or any member of the Legal or Tax --------- Departments of the Bank holding the title of counsel or a title senior thereto is authorized to sign registrations, reports, certificates, applications and other writings on behalf of the Bank for submission to or filing with any federal, state, local or foreign regulatory authorities, and any amendments, withdrawals, or terminations thereof, as are deemed appropriate by the officer or member, except for applications for letters patent, trademarks, copyrights, service marks, and similar matters, which are addressed in paragraph (b) below. 4. Officer Group Designations. -------------------------- As used herein the officer designations "Group I," "Group II," and "Group III" consist of the officers listed below: Group I - ------- the Chairman of the Board the President any Vice Chairman of the Board any Vice Chairman the Chief Operating Officer the Chief Financial Officer any Group Executive Vice President any Executive Vice President any Senior Vice President any Managing Director any Vice President any Assistant Vice President any Senior Authorized Officer any Senior Trust Officer any Trust Officer Board of Directors February 14, 1995 BankAmerica Ventures GENERAL OPERATING RESOLUTION (Excerpts from) -------------------------------------------- 4. The Board of Directors of this corporation authorizes any officer of this corporation, or any attorney in the Legal Department of Bank of America NT&SA with the title of counsel or a title senior thereto to sign registrations, reports, certificates, applications and other writings on behalf of this corporation for submission to or filing with any federal, state, local or foreign regulatory authorities, and any amendments, withdrawals, or terminations thereof, as the officer or attorney deems appropriate. Exhibit A AGREEMENT RE JOINT FILING OF SCHEDULE 13G The undersigned hereby agrees as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Dated: June 5, 1996 BANKAMERICA CORPORATION By: /s/ JAMES H. WILLLIAMS ---------------------- (James H. Williams) Its: Executive Vice President Dated: June 5, 1996 BANK OF AMERICA NT&SA By: /s/ JAMES H. WILLIAMS --------------------- (James H. Williams) Its: Group Executive Vice President Dated: June 5, 1996 BANKAMERICA VENTURES By: /s/ JUDITH A. BOYLE ------------------- (Judith A. Boyle) Its: Counsel -----END PRIVACY-ENHANCED MESSAGE-----