-----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, DZgsJ5vn/2K/wGn7P70i1PdZBOgwQWtvL8t8GqH+t6QsSmMP0SWfu2pSB7i65uEU UsqS1n+H6uGbPnFmnrMYLA== 0001056916-04-000009.txt : 20040608 0001056916-04-000009.hdr.sgml : 20040608 20040608111046 ACCESSION NUMBER: 0001056916-04-000009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040608 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDEN BIOSCIENCE CORP CENTRAL INDEX KEY: 0000930095 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 911649604 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59683 FILM NUMBER: 04853155 BUSINESS ADDRESS: STREET 1: 3830 MONTE VILLA PARKWAY, SUITE 100 CITY: BOTHELL STATE: WA ZIP: 98021-7266 BUSINESS PHONE: 4258067300 MAIL ADDRESS: STREET 1: 3830 MONTE VILLA PARKWAY, SUITE 100 CITY: BOTHELL STATE: WA ZIP: 98021-7266 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEYERHAEUSER WILLIAM T CENTRAL INDEX KEY: 0001056916 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P O BOX 1278 CITY: TACOMA STATE: WA ZIP: 98401 BUSINESS PHONE: 2532728336 MAIL ADDRESS: STREET 1: PO BOX 1278 CITY: TACOMA STATE: WA ZIP: 98401 SC 13D 1 r13d04-6.txt GENERAL OWNERSHIP REPORT - ------------------------ ------------------ CUSIP No. 279445100 Page 1 of 4 Pages - ------------------------ ------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO....)* EDEN Bioscience Corporation (Name of Issuer) Common Stock Par Value $0.0025 (Title of Class of Securities) 279445100 (CUSIP Number) Nicholas C. Spika, c/o Fiduciary Counselling, Inc. P. O. Box 1278, Tacoma, WA 98401-1278, (253) 272-8336 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 9, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box | |. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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. 279445100 Page 2 of 4 Pages - ------------------------ ------------------ SCHEDULE 13D 1 Name of Reporting Persons I.R.S. Identification No. of Above Persons (entities only) William Toycen Weyerhaeuser - ------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC Use Only - ------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) PF - ------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States - ------------------------------------------------------------------------------- 7 Sole Voting Power 1,314,840 NUMBER OF -------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY -0- OWNED BY -------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING 1,314,840 PERSON -------------------------------------------------- WITH 10 Shared Dispositive Power -0- - ------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,325,340 - ------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - ------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 5.4% - ------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------- - ------------------------ ------------------ CUSIP No. 279445100 Page 3 of 4 Pages - ------------------------ ------------------ ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the common stock, $.0025 par value per share (the "Common Stock"), of EDEN Bioscience Corporation ("EDEN"), the principal executive offices of which are located at 11816 North Creek Parkway North, Bothell, Washington 98011-8205. ITEM 2. IDENTITY AND BACKGROUND (a) Name: William Toycen Weyerhaeuser (i) William Toycen Weyerhaeuser either owns directly or is attributed ownership of the shares reported. As of December 31, 2002, Mr. Weyerhaeuser directly owned 259,500 shares. His spouse and immediate family owned 10,500. A trust of which Mr. Weyerhaeuser is sole trustee and beneficiary, WBW Trust Number One, held 531,573 shares with an additional 66,667 held as warrants. As of December 31 2002 this aggregated to 868,240 or 3.56%. On March 6, 2003, WBW Trust Number One acquired an additional 327,100 shares, and on August 9, 2003, 30,000 shares were attributed to Mr. Weyerhaeuser as stock options vested. This vesting event put overall ownership at 5.03%. WBW Trust Number One acquired an additional 100,000 on October 29, 2003, increasing the overall ownership to 5.44%. (ii) WBW Trust Number One is a Washington State trust. (b) The address of the above is P.O. Box 1278, Tacoma, WA 98401-1278. (c) Private investor, Chairman of the Board the Issuer. (d) None of the above has within the last five years been convicted in a criminal proceeding. (e) None of the above has within the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. (f) The above natural persons are all citizens of the United states. WBW Trust Number One was established under the laws of the State of Washington. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The source of funds used by Mr. Weyerhaeuser and the trust is personal and trust investment assets held by Mr. Weyerhaeuser or the trust. No borrowed funds were used; the shares being attributed by Mr. Weyerhaeuser's immediate family were gifted to them by Mr. Weyerhaeuser, having been acquired by Mr. Weyerhaeuser with personal funds. The total consideration paid for these shares was $5,291,741 ITEM 4. PURPOSE OF TRANSACTION The shares in Eden Bioscience Corporation were acquired for investment by both Mr. Weyerhaeuser and WBW Trust Number One. At this time there is no expectation or intent to acquire additional shares. It is expected that an additional 30,000 share options will vest on July 8, 2004, and at this vesting all share options will have vested. No other transactions or circumstances are expected that would result in Mr. Weyerhaeuser or WBW Trust Number One acquiring or having a beneficial interest in additional shares of Eden Bioscience Corporation. - ------------------------ ------------------ CUSIP No. 279445100 Page 4 of 4 Pages - ------------------------ ------------------ ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The following table discloses the ownership of the Common Stock by the reporting person the attributed trust and immediate family: Name Number of Shares Percent of Outstanding Shares William T. Weyerhaeuser 356,167 1.5 WBW Trust Number One 958,673 3.9 Gail T. Weyerhaeuser 10,000 -- Benjamin D. Weyerhaeuser 250 -- W. Drew Weyerhaeuser 250 -- Total 1,325,340 5.4 (b) William T. Weyerhaeuser as an individual owner or a trustee of WBW Trust Number One, exercises voting and dispositive power over all shares except those held by his immediate family for which the family member has voting and dispositive power. (c) None ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None ITEM 7 EXHIBITS None SIGNATURES 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. 06/07/2004 - --------------------- Date /s/William Toycen Weyerhaeuser By: ------------------------------------ William Toycen Weyerhaeuser -----END PRIVACY-ENHANCED MESSAGE-----