-----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, VcEbKuP9PKnqtMzSO0J9oiSMM5G5VjPZcSlUGEwKe6ez7EQbz0xBRBK1WJ+na2jn g0DK/TMr1U3waCzWd9T2xw== 0000930413-11-001065.txt : 20110214 0000930413-11-001065.hdr.sgml : 20110214 20110214182747 ACCESSION NUMBER: 0000930413-11-001065 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Marani Brands, Inc. CENTRAL INDEX KEY: 0001312623 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 202008579 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83529 FILM NUMBER: 11609086 BUSINESS ADDRESS: STREET 1: 13152 RAYMER STREET STREET 2: SUITE 1A CITY: NORTH HOLLYWOOD STATE: CA ZIP: 91605 BUSINESS PHONE: 818-503-5200 MAIL ADDRESS: STREET 1: 13152 RAYMER STREET STREET 2: SUITE 1A CITY: NORTH HOLLYWOOD STATE: CA ZIP: 91605 FORMER COMPANY: FORMER CONFORMED NAME: Fit For Business International Inc DATE OF NAME CHANGE: 20041223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GAM Holding Ltd. CENTRAL INDEX KEY: 0001438848 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 120 BROADWAY STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10271 BUSINESS PHONE: 212-238-3010 MAIL ADDRESS: STREET 1: 120 BROADWAY STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10271 FORMER COMPANY: FORMER CONFORMED NAME: Julius Baer Holding Ltd. DATE OF NAME CHANGE: 20080627 SC 13G/A 1 c64358_sc13ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1)* Marani Brands Inc - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 56575N106 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2010 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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). CUSIP No. 56575N106 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). GAM Holding Ltd ------------------- - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ............................................................. (b) ............................................................. 3. SEC Use Only 4. Citizenship or Place of Organization Switzerland ----------- Number of 5. Sole Voting Power Shares 35,962,440 shares of common stock (which includes warrants exerciseable at any time, to purchase 14,000,000 shares of common stock (the "Warrants") of the Issuer). Beneficially 6. Shared Voting Power Owned by Each Reporting ---------- Person With* 7. Sole Dispositive Power 35,962,440 shares of common stock (which includes warrants exerciseable at any time, to purchase 14,000,000 shares of common stock (the "Warrants") of the Issuer). 8. Shared Dispositive Power --------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 35,962,440 shares of common stock (which includes the Warrants to ---------- purchase 14,000,000 shares of common stock) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 19.46% (based on the total of 170,806,026 outstanding shares of common ------ stock plus Warrants to purchase 14,000,000 of common stock) 12. Type of Reporting Person (See Instructions) HC -- *GAM Holding Ltd. disclaims beneficial ownership of such securities. Item 1. (a) Name of Issuer Marani Brands, Inc. -------------- (b) Address of Issuer's Principal Executive Offices 13152 Raymer Street, Suite 1A, North Hollywood, CA 91605 Item 2. (a) Name of Person Filing GAM Holding Ltd -------------- Address of Principal Business Office or, if none, Residence (b) Klaustrasse 10, 8008 Zurich, Switzerland ---------------------------------------- (c) Citizenship Switzerland ------------ (d) Title of Class of Securities Common Stock -------------- (e) CUSIP Number 56575N106 ---------- Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: [ ] (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). [ ] (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). [ ] (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). [ ] (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). [ ] (e) An investment adviser in accordance withss.240.13d-1(b)(1)(ii)(E); [ ] (f) An employee benefit plan or endowment fund in accordance withss.240.13d-1(b)(1)(ii)(F); [X] (g) A parent holding company or control person in accordance withss.240.13d-1(b)(1)(ii)(G); [ ] (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); [ ] (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); [ ] (j) Group, in accordance withss.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 35,962,440 shares of common stock (which includes warrants exerciseable at any time, to ---------- purchase 14,000,000 shares of common stock (the "Warrants") of the Issuer) (b) Percent of class: 19.46% ------ The percentage used herein was calculated based on the total of 170,806,026 outstanding shares of common stock plus Warrants to purchase 14,000,000 shares of common stock (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 35,962,440 shares of common stock (which includes warrants ---------- exerciseable at any time, to purchase 14,000,000 shares of common stock (the "Warrants") of the Issuer). (ii) Shared power to vote or to direct the vote ---------- (iii) Sole power to dispose or to direct the 35,962,440 shares of common stock (which includes warrants ---------- exerciseable at any time, to purchase 14,000,000 shares of common stock (the "Warrants") of the Issuer). (iv) Shared power to dispose or to direct the disposition of ----------
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 Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. The securities reported herein (the "Securities") are beneficially owned by one or more investment funds or other accounts that, pursuant to investment management contracts, are managed by Swiss & Global Asset Management Ltd. ("Swiss & Global"), a wholly owned subsidiary of GAM Holding Ltd. Such investment management contracts grant to Swiss & Global all investment and voting power over the securities owned by such investment management clients. Therefore, Swiss & Global may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owner of the Securities. One investment fund, JB Multistock Black Sea Fund, a sub-fund of Julius Baer Multistock SICAV, held the Securites. Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose 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. February 10, 2011 -------------------------------- Date /s/ Scott Sullivan -------------------------------- Signature Scott Sullivan, Group General Counsel ------------------------------------- Name/Title JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize GAM Holding Ltd, as the ultimate parent company of each of its undersigned subsidiaries, to file such Schedule 13G, and any and all amendments thereto, on behalf of each of them. Date: February 10, 2011 GAM Holding Ltd By: /s/ Scott Sullivan Name: Scott Sullivan Title: Group General Counsel Swiss and Global Asset Management Ltd By: /s/ Christoph Widmer Name: Christoph Widmer Title: Executive Director -----END PRIVACY-ENHANCED MESSAGE-----