SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULE 13D-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GALAXY NUTRITIONAL FOODS, INC.
------------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
36317Q104
---------
(CUSIP Number)
February 28, 2002
-----------------
(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)
CUSIP No. 341135101 Page 1 of 7 Pages
1) Names of Reporting Persons
IRS Identification No. Of Above Persons
The PNC Financial Services Group, Inc. 25-1435979
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 Pennsylvania
Number of Shares 5) Sol e Voting Power 2,500,000
Beneficially Owned 6) Shared Voting Power -0-
By Each Reporting 7) Sole Dispositive Power 2,500,000
Person With 8) Shared Dispositive Power -0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000*
*See the response to Item 6.
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Instructions [ ]
11) Percent of Class Represented by Amount in Row (9) 21.66
12) Type of Reporting Person (See Instructions) HC
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULE 13D-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GALAXY NUTRITIONAL FOODS, INC.
------------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
36317Q104
---------
(CUSIP Number)
February 28, 2002
-----------------
(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)
CUSIP No. 341135101 Page 2 of 7 Pages
1) Names of Reporting Persons
IRS Identification No. Of Above Persons
PNC Bancorp, Inc. 51-0326854
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 Delaware
Number of Shares 5) Sol e Voting Power 2,500,000
Beneficially Owned 6) Shared Voting Power -0-
By Each Reporting 7) Sole Dispositive Power 2,500,000
Person With 8) Shared Dispositive Power -0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000*
*See the response to Item 6.
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Instructions [ ]
11) Percent of Class Represented by Amount in Row (9) 21.66
12) Type of Reporting Person (See Instructions) HC
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULE 13D-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GALAXY NUTRITIONAL FOODS, INC.
------------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
36317Q104
---------
(CUSIP Number)
February 28, 2002
-----------------
(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)
CUSIP No. 341135101 Page 3 of 7 Pages
1) Names of Reporting Persons
IRS Identification No. Of Above Persons
PNC Bank, National Association 22-1146430
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 United States
Number of Shares 5) Sol e Voting Power 2,500,000
Beneficially Owned 6) Shared Voting Power -0-
By Each Reporting 7) Sole Dispositive Power 2,500,000
Person With 8) Shared Dispositive Power -0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000*
*See the response to Item 6.
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Instructions [ ]
11) Percent of Class Represented by Amount in Row (9) 21.66
12) Type of Reporting Person (See Instructions) BK
Page 4 of 7 Pages
ITEM 1(a) - NAME OF ISSUER:
Galaxy Nutritional Foods, Inc.
ITEM 1(b) - ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2441 Viscount Row
Orlando, Florida 32809
ITEM 2(a) - NAME OF PERSON FILING:
The PNC Financial Services Group, Inc.; PNC Bancorp, Inc.; and
PNC Bank, National Association
ITEM 2(b) - ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The PNC Financial Services Group, Inc. - One PNC Plaza,
249 Fifth Avenue, Pittsburgh, PA 15222-2707
PNC Bancorp, Inc. - 300 Delaware Avenue, Suite 304,
Wilmington, DE 19801
PNC Bank, National Association - One PNC Plaza, 249 Fifth Avenue,
Pittsburgh, PA 15222-2707
ITEM 2(c) - CITIZENSHIP:
The PNC Financial Services Group, Inc. - Pennsylvania
PNC Bancorp, Inc. - Delaware
PNC Bank, National Association - United States
ITEM 2(d) - TITLE OF CLASS OF SECURITIES:
Common
ITEM 2(e) - CUSIP NUMBER:
36317Q104
ITEM 3 - IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act;
(b) [X] 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) [ ] 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) [X] 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(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
Page 5 of 7 Pages
ITEM 4 - OWNERSHIP:
The following information is as of February 28, 2002:
(a) Amount Beneficially Owned: 2,500,000 shares*
*See the response to Item 6.
(b) Percent of Class: 21.66
(c) Number of shares to which such person has:
(i) sole power to vote or to direct the vote 2,500,000
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose or to direct the disposition of 2,500,000
(iv) shared power to dispose or to direct the disposition of -0-
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 total shares of Common Stock reported herein are held in an
investment management account in which Frederick A. Deluca is the client and PNC
Bank, National Association ("PNC") is the Investment Manager. PNC has sole
voting authority and sole dispositive power with respect to these shares of
Common Stock held in the investment management account pursuant to an Investment
Management Agreement dated December 11, 2001 by and between the parties
referenced herein. Either party may terminate the agreement on 30 days' prior
written notice.
ITEM 7 - IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Included are the following subsidiaries of The PNC Financial Services Group,
Inc. - HC:
PNC Bancorp, Inc. - HC (wholly owned subsidiary of The PNC Financial
Services Group, Inc.)
PNC Bank, National Association - BK (wholly owned subsidiary of PNC Bancorp,
Inc.)
ITEM 8 - IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
ITEM 9 - NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
Page 6 of 7 Pages
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 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.
March 11, 2002
-------------------------------
Date
By: /s/ Robert L. Haunschild
-------------------------------
Signature - The PNC Financial Services Group, Inc.
Robert L. Haunschild, Senior Vice President and Chief Financial Officer
Name & Title
March 11, 2002
-------------------------------
Date
By: /s/ James B. Yahner
-------------------------------
Signature - PNC Bancorp, Inc.
James B. Yahner, Vice President
Name & Title
March 11, 2002
-------------------------------
Date
By: /s/ Thomas R. Moore
-------------------------------
Signature - PNC Bank, National Association
Thomas R. Moore, Secretary
Name & Title
Page 7 of 7 Pages
EXHIBIT A
AGREEMENT
March 11, 2002
The undersigned hereby agree to file a joint statement on Schedule 13G
under the Securities and Exchange Act of 1934, as amended (the "Act") in
connection with their beneficial ownership of common stock issued by First
Franklin Corporation
Each of the undersigned states that it is entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.
Each of the undersigned is responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and accuracy of
the information concerning each of them contained therein but none is
responsible for the completeness or accuracy of the information concerning the
others.
This Agreement applies to any amendments to Schedule 13G.
THE PNC FINANCIAL SERVICES GROUP, INC.
BY: /s/ Robert L. Haunschild
--------------------------------------------
Robert L. Haunschild, Senior Vice President
& Chief Financial Officer
PNC BANCORP, INC.
BY: /s/ James B. Yahner
--------------------------------------------
James B. Yahner, Vice President
PNC BANK, NATIONAL ASSOCIATION
BY: /s/ Thomas R. Moore
--------------------------------------------
Thomas R. Moore, Secretary