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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.____________)*
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
--- ---
<PAGE>
- -------------------------------
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
--- ---
<PAGE>
- -------------------------------
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
--- ---
<PAGE>
- -------------------------------
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
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<PAGE>
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
--- ---
<PAGE>
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
--- ---
<PAGE>
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
--- ---
<PAGE>
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
--- ---
<PAGE>
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
--- ---
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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
