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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Leading Brands, Inc.
---------------------------------
(Name of Issuer)
Common Stock, no par value
---------------------------------
(Title of Class of Securities)
52170U108
---------------------------------
(CUSIP Number)
December 31, 2007
---------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] 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).
SCHEDULE 13G
CUSIP No.: 52170U108
................................................................................
1. Names of Reporting Persons
Interlachen Capital Group LP
................................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
................................................................................
3. SEC Use Only
................................................................................
4. Citizenship or Place of Organization
Delaware
................................................................................
Number of 5. Sole Voting Power -0-
Shares ................................................................
Beneficially 6. Shared Voting Power 1,067,685
Owned by Each ................................................................
Reporting 7. Sole Dispositive Power -0-
Person With
................................................................................
8. Shared Dispositive Power 1,067,685
................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,067,685
................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
................................................................................
11. Percent of Class Represented by Amount in Row (9)
5.35%
................................................................................
12. Type of Reporting Person:
IA
SCHEDULE 13G
CUSIP No.: 52170U108
................................................................................
1. Names of Reporting Persons
Andrew Fraley
................................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
................................................................................
3. SEC Use Only
................................................................................
4. Citizenship or Place of Organization
United States
................................................................................
Number of 5. Sole Voting Power -0-
Shares ................................................................
Beneficially 6. Shared Voting Power 1,067,685
Owned by Each ................................................................
Reporting 7. Sole Dispositive Power -0-
Person With
................................................................................
8. Shared Dispositive Power 1,067,685
................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,067,685
................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
................................................................................
11. Percent of Class Represented by Amount in Row (9)
5.35%
................................................................................
12. Type of Reporting Person:
IN
SCHEDULE 13G
CUSIP No.: 52170U108
................................................................................
1. Names of Reporting Persons
Jonathan D. Havice
................................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
................................................................................
3. SEC Use Only
................................................................................
4. Citizenship or Place of Organization
United States
................................................................................
Number of 5. Sole Voting Power -0-
Shares ................................................................
Beneficially 6. Shared Voting Power 1,067,685
Owned by Each ................................................................
Reporting 7. Sole Dispositive Power -0-
Person With
................................................................................
8. Shared Dispositive Power 1,067,685
................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,067,685
................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
................................................................................
11. Percent of Class Represented by Amount in Row (9)
5.35%
................................................................................
12. Type of Reporting Person:
IN
SCHEDULE 13G
CUSIP No.: 52170U108
Item 1(a). Name of Issuer:
Leading Brands, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
Suite 1800 - 1500 West Georgia Street
Vancouver, British Columbia V6G 2Z6 Canada
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
(i) Interlachen Capital Group LP ("Interlachen");
(ii) Andrew Fraley; and
(iii) Jonathan D. Havice.
As the investment manager of Investcorp Interlachen Multi-Strategy
Master Fund Limited, which directly owns the 1,067,685 Shares (as
defined herein) reported herein, Interlachen exercises the power to
vote or direct the voting, and to dispose or direct the
disposition, of 1,067,685 Shares. By virtue of Mr. Fraley's and
Mr. Havice's positions as the managing members of the general
partner of Interlachen, both Messrs. Fraley and Havice are deemed
to have shared voting power and shared dispositive power with
respect to all Shares as to which Interlachen has voting power or
dispositive power. Accordingly, the Reporting Persons are deemed
to have shared voting and shared dispositive power with respect to
1,067,685 Shares. Messrs. Fraley and Havice expressly disclaim
beneficial ownership of the Shares reported herein.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of Interlachen
and Messrs. Fraley and Havice is 800 Nicollet Mall, Suite 2500,
Minneapolis, Minnesota 55402.
Item 2(c). Citizenship:
Interlachen is a Delaware limited partnership. Messrs. Fraley and
Havice are citizens of the United States of America.
Item 2(d). Title of Class of Securities:
Common Stock, no par value (the "Shares")
Item 2(e). CUSIP Number:
52170U108
Item 3. If This Statement is Filed Pursuant to Sections 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
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [X] An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership:
(a) Amount Beneficially Owned: 1,067,685*
(b) Percent of Class: 5.35%**
(c) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct
the vote: 1,067,685
(iii) Sole power to dispose or direct the
disposition of: -0-
(iv) Shared power to dispose or direct the
disposition of: 1,067,685
* As of the close of business on December 31, 2007, the Reporting
Persons may be deemed to beneficially own 1,067,685 Shares. In
addition to the Shares reported herein, the Reporting Persons hold
warrants to purchase approximately 500,000 additional Shares at an
exercise price of $3.95 per Share (the "Warrants"). The Warrants
are exercisable until February 9, 2013. However, the Warrants may
not be exercised if, after such exercise, the Reporting Persons
would beneficially own, as determined in accordance with Section
13(d) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, including, without limitation,
any beneficial ownership determinations based on any Reporting
Persons being deemed part of a group for purposes of Section 13(d),
more than 4.99% of the number of Shares then issued and
outstanding, unless the Reporting Persons elect to increase their
ownership limit (with any increase only being effective on 61 days
prior written notice to the Issuer) to 9.99%.
** The Shares reported herein constitute approximately 5.35% of the
Shares outstanding. Such percentage is based upon 19,953,291
Shares outstanding, which is the total number of Shares outstanding
as reported in the Issuer's report on Form 6-K for the quarter
ended November 30, 2007, as filed with the Securities and Exchange
Commission on January 16, 2008.
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:
Not applicable.
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 each of the Reporting Persons certifies that, to
the best of their knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business
and 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 the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Date: February 12, 2008 INTERLACHEN CAPITAL GROUP LP
By: /s/ Andrew Fraley
--------------------------------
Name: Andrew Fraley
Title: Chief Investment Officer
/s/ Andrew Fraley
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Andrew Fraley
/s/ Jonathan D. Havice
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Jonathan D. Havice