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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Garden Fresh Restaurant Corp.
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(Name of Issuer)
Common
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(Title of Class of Securities)
365235100
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(CUSIP Number)
Check the following box if a fee is being paid with this 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. 365235100 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102 IRS# 41-0518860
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota Corporation
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NUMBER OF 5 SOLE VOTING POWER
None
SHARES
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6 SHARED VOTING POWER The St. Paul Companies, Inc.,
BENEFICIALLY through its wholly-owned subsidiary, St. Paul Fire
and Marine Insurance Company (F&M), and through
F&M's 99% ownership of St. Paul Venture Capital
IV, LLC (SPVC IV), beneficially owns
OWNED BY 595,346 shares of common stock by virtue of F&M's
ownership of 445,346 shares of common stock and
SPVC IV's ownership of
EACH 150,000 shares of common stock.
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7 SOLE DISPOSITIVE POWER
REPORTING None
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PERSON 8 SHARED DISPOSITIVE POWER
595,346 shares (see remark in Item 6)
WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,346 shares (see remark in Item 6)
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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
13.9%
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12 TYPE OF REPORTING PERSON*
HC
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Fee enclosed / / or Amendment No. 1
ITEM 1. (a) NAME OF ISSUER: Garden Fresh Restaurant Corp.
(b) Address of Issuer's Principal Offices:
17180 Bernardo Center Drive
San Diego, CA 92128
ITEM 2. (a) NAME OF PERSON FILING: The St. Paul Companies, Inc.
(see Schedule A)
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
385 Washington Street
St. Paul, MN 55102
(c) CITIZENSHIP: Minnesota corporation
(d) TITLE OF CLASS OF SECURITIES: Common
(e) CUSIP NUMBER: 365235100
ITEM 3. This statement is filed pursuant to Rule 13d-1(b).
(g) X Parent Holding Company
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: The St. Paul Companies, Inc., through
its wholly-owned subsidiary, St. Paul Fire and Marine Insurance
Company (F&M), and through F&M's 99% ownership of St. Paul
Venture Capital IV, LLC (SPVC IV), beneficially owns 595,346
shares of common stock by virtue of F&M's ownership of 445,346
shares of common stock and SPVC IV's ownership of 150,000 shares
of common stock.
(b) Percent of Class: The shares reported in Item 4(a), above,
constitute 13.9% of the outstanding common shares of the Issuer.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: none
(ii) Shared power to vote or direct the vote: 595,346
(see remark in Item 4(a) above)
(iii) Sole power to dispose or direct the disposition:
none
(iv) Shared power to dispose or direct the disposition:
595,346 (see remark in Item 4(a) above)
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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 PARENT HOLDING
COMPANY:
St. Paul Fire and Marine Insurance Company is an Insurance
Company under Reg. 240.13d-1(b)(1)(ii)(C)
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 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.
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.
Date: February 12, 1998
/s/ Bruce A. Backberg
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Bruce A. Backberg
Title: Senior Vice President, Chief Legal
Counsel and Corporate Secretary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
EXHIBIT A - DISCLAIMER
Information on the attached Schedule 13G is provided solely for the purpose of
complying with Section 13(d) and 13(g) of the Securities Exchange Act of 1934
and Regulation promulgated under authority thereof and is not intended as an
admission the The St. Paul Companies, Inc. or any of its subsidiaries, is a
beneficial owner of the securities described herein for any other purpose.
