Deutsche Bank AG
Taunusanlage 12, D-60325
Frankfurt am Main
Federal Republic of Germany
Jeffrey A. Ruiz
Vice President
Telephone: (212) 250-3667
February 14, 2006
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sir or Madame:
Re: Filing of Schedule 13G - Birks & Mayors, Inc.
Pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, attached is one
copy of Schedule 13G with respect to the common stock of the above referenced
corporation.
Please acknowledge your receipt of the Schedule 13G by return e-mail
confirmation.
Sincerely,
Jeffrey A. Ruiz
Enclosures
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No.)
Under the Securities Exchange Act of 1934
Birks & Mayors Inc.
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NAME OF ISSUER:
Class A Voting Shares ($0.001 Par Value)
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TITLE OF CLASS OF SECURITIES
090881103
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CUSIP NUMBER
December 30, 2005
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(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)
[ ] Rule 13d-1(c)
X Rule 13d-1(d)
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Bank AG*
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [X] - Joint Filing
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 1,536,047
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER
1,536,047
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,536,047
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
44.09%
12. TYPE OF REPORTING PERSON
HC, CO,
* In accordance with Securities Exchange Act Release No. 39538 (January 12,
1998), this amended filing reflects the securities beneficially owned by
the Private Clients and Asset Management business group ("PCAM") of
Deutsche Bank AG and its subsidiaries and affiliates (collectively,
"DBAG"). This filing does not reflect securities, if any, beneficially
owned by any other business group of DBAG. Consistent with Rule 13d-4 under
the Securities Exchange Act of 1934 ("Act"), this filing shall not be
construed as an admission that PCAM is, for purposes of Section 13(d) under
the Act, the beneficial owner of any securities covered by the filing.
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Bank International Trust Co. Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [X] - Joint Filing
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 1,536,047
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER
1,536,047
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,536,047
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
44.09%
12. TYPE OF REPORTING PERSON
IA, CO,
* In accordance with Securities Exchange Act Release No. 39538 (January 12,
1998), this amended filing reflects the securities beneficially owned by
the Private Clients and Asset Management business group ("PCAM") of
Deutsche Bank AG and its subsidiaries and affiliates (collectively,
"DBAG"). This filing does not reflect securities, if any, beneficially
owned by any other business group of DBAG. Consistent with Rule 13d-4 under
the Securities Exchange Act of 1934 ("Act"), this filing shall not be
construed as an admission that PCAM is, for purposes of Section 13(d) under
the Act, the beneficial owner of any securities covered by the filing.
Item 1(a). Name of Issuer:
Birks & Mayors Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1240 Square Phillips Montreal, PQ H3B 3H4 Canada
Item 2(a). Name of Person Filing:
Deutsche Bank AG (the "Reporting Person")
Deutsche Bank International Trust Co. Limited
Item 2(b). Address of Principal Business Office or, if none, Residence:
Taunusanlage 12, D-60325
Frankfurt am Main
Federal Republic of Germany
Item 2(c). Citizenship:
See Item 4 of Cover Pages
Item 2(d). Title of Class of Securities:
The title of the securities is Class A Voting Shares, $0.001
par value ("Common Stock").
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is set forth on the cover
page.
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a:
(a) [ ] Broker or dealer registered under section 15
of the Act;
(b) [ ] 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 of 1940;
(e) [ ] 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) [ ] 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 of 1940;
(j) [ ] Group, in accordance with Rule 13d-1
(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned:
See Item 9 of Cover Pages
(b) Percent of class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover Pages
(iii) sole power to dispose or to direct the
disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose or to direct the
disposition of:
See Item 8 of Cover Pages
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.
The Reporting Person has been informed that Prime Investments
SA has the right to receive dividends from the Common Stock
and proceeds from the sale of the Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
See Exhibit I
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 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 my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: 2/14/06
DEUTSCHE BANK AG
By: /s/ Jeffrey A. Ruiz
Name: Jeffrey A. Ruiz
Title: Vice President
By: /s/ Pasquale Antolino
Name: Pasquale Antolino
Title: Associate
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.
Dated: 2/14/06
Deutsche Bank International Trust Co. Limited
By: /s/ Nick Harwood
Name: Nick Harwood
Title: Associate
By: /s/ Yogesh Gokool
Name: Yogesh Gokool
Title: Authorized Signatory
Exhibit I
The Reporting Person, Deutsche Bank AG, is a parent holding company. This
filing is being made pursuant to Rule 13d-1(d). The relevant subsidiary is:
Deutsche Bank International Trust Co. Limited a Guernsey registered Company, as
Trustee of the Pine Trust and Beech Settlement