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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Garden Botanika, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
364854109
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(CUSIP Number)
Check the following box if a fee is being paid with the statement / /. (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).
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CUSIP No. 364854109 13G Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Olympus Private Placement Fund, L.P.
I.R.S. #06-1288030
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 378,577
OWNED BY
EACH
REPORTING
PERSON
WITH
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6 SHARED VOTING POWER
None
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7 SOLE DISPOSITIVE POWER
378,577
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8 SHARED DISPOSITIVE POWER
None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
378,577
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%, but approximately 5.6% is considered together with Olympus
Executive Fund, L.P
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12 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 10
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CUSIP No. 364854109 13G Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Olympus Executive Fund, L.P.
I.R.S. #06-1440917
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 12,000
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------
6 SHARED VOTING POWER
None
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7 SOLE DISPOSITIVE POWER
12,000
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8 SHARED DISPOSITIVE POWER
None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.17%, but approximately 5.6% is considered together with Olympus
Private Placement Fund, L.P
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12 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 10
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Item 1(a) Name of Issuer
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Garden Botanika, Inc.
Item 1(b) Address of Issuer's Principal Executive Office
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8624 154th Avenue, NE Redmond, WA 98052-3556
Item 2(a) Name of Person Filing
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Olympus Private Placement Fund, L.P. ("OPPF").
Olympus Executive Fund, L.P. ("OEF").
See Schedule II attached hereto for the names,addresses, principal
occupations and citizenship of general partners of OPPF and OEF.
Item 2(b) Address of Principal Business Office
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The address of the principal offices of OPPF and OEF is Metro
Center, One Station Place, Stamford, Connecticut 06430.
Item 2(c) Citizenship
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Both OPPF and OEF are Delaware limited partnerships.
Item 2(d) Title of Class of Securities
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Common Stock
Item 2(e) CUSIP Number
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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:
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(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a) 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
Section 240.13d-1(b)(1)(ii)(F)
Page 4 of 10
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(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Item 4 Ownership
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(a) Amount Beneficially Owned: As of December 31, 1996, OPPF had
the beneficial ownership of 378,577 shares of Common Stock,
representing 5.4% of the total outstanding shares of Common
Stock, and OEF had the beneficial ownership of 12,000 shares
of Common Stock, representing 0.2% of the total outstanding
shares of Common Stock.
(b) OPPF and OEF are the beneficial owners of, in aggregate,
390,577 shares of Common Stock. Such shares represent
approximately 5.6% of the outstanding Common Stock.
(c) OPPF and OEF file this schedule pursuant to Rule 13(d)-1(c).
OPPF was a beneficial owner of Series B, Series C and Series D
preferred stock of the Issuer ("Preferred Stock") before the
Issuer's Common Stock was registered pursuant to section 12 of
the Securities Exchange Act of 1934. On May 22, 1996, as a
result of the Issuer's initial public offering, the shares of
Preferred Stock held by OPPF were automatically converted into
Common Stock. OPPF became the beneficial owner of 378,577
shares of Common Stock which represent 5.4% of all issued and
outstanding Common Stock of the Issuer. To the best knowledge
of OPPF, no person other than OPPF has the power to vote or to
direct the vote or to dispose or direct the disposition of any
of the securities which OPPF may be deemed to beneficially
own.
OEF purchased 12,000 shares of Common Stock which represent
0.2% of all issued and outstanding Common Stock of the Issuer
on the public market subsequent to the initial public offering
by the Issuer. To the best knowledge of OEF, no person other
than OEF has the power to vote or to direct the vote or to
dispose or direct the disposition of any of the securities
which OEF may be deemed to beneficially own.
Item 5 Ownership of Five Percent of Less of a Class
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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
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Not applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
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Not applicable
Item 8 Identification and Classification of Members of the Group
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Page 5 of 10
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Not applicable
Item 9 Notice of Dissolution of Group
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Not applicable
Item 10 Certification
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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.
Page 6 of 10
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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: October 31, 1997
OLYMPUS PRIVATE PLACEMENT FUND, L.P.
By: OGP Partners, L.P., its General
Partner
By: /s/ Robert S. Morris
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Name: Robert S. Morris
Title: General Partner
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 7 of 10
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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: October 31, 1997
OLYMPUS EXECUTIVE FUND, L.P.
By: OEF, L.P., its General Partner
By: RSM Corporation, its
General Partner
By: /s/ Robert S. Morris
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Name: Robert S. Morris
Title: President
Page 8 of 10
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Schedule I
JOINT FILING AGREEMENT
The undersigned parties hereby agree that the Schedule 13D filed herewith
(and any amendments thereto) relating to the Stock of Garden Botanika, Inc.
is being filed jointly with the Securities and Exchange Commission pursuant
to Section 13-d-1(f) on behalf of each such person.
Dated: October 31, 1997
OLYMPUS PRIVATE PLACEMENT FUND, L.P.
By: OGP Partners, L.P., its
General Partner
By: /s/ Robert S. Morris
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Name: Robert S. Morris
Title: General Partner
OLYMPUS EXECUTIVE FUND, L.P.
By: OEF, L.P., its General Partner
By: RSM Corporation, its
General Partner
By: /s/ Robert S. Morris
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Name: Robert S. Morris
Title: President
Page 9 of 10
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Schedule II
Olympus Private Placement Fund, L.P.
The following information is provided for the general partner of OPPF
and its general partners.
The business address of each of the persons listed below except Odyssey
Zeus, Inc. ("Odyssey"), is Metro Center, One Station Place, Stamford, CT
06430. The business address of Odyssey Zeus, Inc. is Odyssey Partners, L.P.,
31 West 52nd Street, 17th Floor, New York, NY 10019.
I. The general partner of OPPF is OGP Partners, L.P. ("OGP"). OGP is a
Delaware limited partnership and its principal occupation is private
investment.
II. The following persons are the general partners of OGP:
a). Robert S. Morris. Mr. Morris' principal occupation is president
of Olympus Advisory Partners, Inc. Mr. Morris is a United States citizen.
b). James A. Conroy. Mr. Conroy's principal occupation is partner
of Olympus Advisory Partners, Inc. Mr. Conroy is a United States citizen.
III. Non-voting general partner of OGP is Odyssey. Odyssey is a Delaware
corporation. The principal occupation of Odyssey is to act as a general
partner of OGP.
Olympus Executive Fund, L.P.
The following information is provided for the general partner of OEF, its
general partners and presidents of its general partners.
The business address of each of the persons listed below is Metro Center,
One Station Place, Stamford, CT 06430.
I. The general partner of OEF is OEF, L.P. OEF, L.P. is a Delaware
limited partnership and its principal occupation is to act as general partner
of OEF.
II. The general partners of OEF, L.P. are the following entities:
a). RSM Corporation is a Delaware Corporation and its principal
occupation is to act as a general partner of OEF, L.P.
President of RSM Corporation is Robert S. Morris. Mr. Morris'
principal occupation is president of Olympus Advisory Partners, Inc. Mr.
Morris is a United States citizen.
b). Conroy Corporation is a Delaware corporation and its principal
occupation is to act as a general partner of OEF, L.P.
President of Conroy Corporation is James A. Conroy. Mr. Conroy's
principal occupation is partner of Olympus Advisory Partners, Inc. Mr.
Conroy is a United States citizen.
c). LJM Corporation is a Delaware corporation and its principal
occupation is to act as a general partner of OEF, L.P.
President of LJM Corporation is Louis J. Mischianti. Mr.
Mischianti's principal occupation is partner of Olympus Advisory Partners,
Inc. Mr. Mischianti is a United States citizen.
Page 10 of 10
