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
(AMENDMENT NO. 3)
Synergy Brands, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
| 87159E402 (CUSIP Number) |
December 31, 2005
(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. 87159E402 | Page 1 of 5 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
The PNC Financial Services Group, Inc. 25-1435979 |
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| 2) | Check the Appropriate Box if a Member of a Group (See Instructions) a) ¨ b) ¨ |
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| 3) | SEC USE ONLY
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| 4) | Citizenship or Place of Organization
Pennsylvania |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) Sole Voting Power
-0- 6) Shared Voting Power
481,474 7) Sole Dispositive Power
-0- 8) Shared Dispositive Power
481,474 |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person
481,474 * *See the response to Item 6. |
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| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
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¨
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| 11) | Percent of Class Represented by Amount in Row (9)
11.29 |
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| 12) | Type of Reporting Person (See Instructions)
HC |
| CUSIP No. 87159E402 | Page 2 of 5 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Bancorp, Inc. 51-0326854 |
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| 2) | Check the Appropriate Box if a Member of a Group (See Instructions) a) ¨ b) ¨ |
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| 3) | SEC USE ONLY
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| 4) | Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) Sole Voting Power
-0- 6) Shared Voting Power
481,474 7) Sole Dispositive Power
-0- 8) Shared Dispositive Power
481,474 |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person
481,474 * *See the response to Item 6. |
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| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
|
¨
| ||
| 11) | Percent of Class Represented by Amount in Row (9)
11.29 |
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| 12) | Type of Reporting Person (See Instructions)
HC |
| CUSIP No. 87159E402 | Page 3 of 5 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Bank, National Association 22-1146430 |
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| 2) | Check the Appropriate Box if a Member of a Group (See Instructions) a) ¨ b) ¨ |
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| 3) | SEC USE ONLY
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| 4) | Citizenship or Place of Organization
United States |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) Sole Voting Power
-0- 6) Shared Voting Power
481,474 7) Sole Dispositive Power
-0- 8) Shared Dispositive Power
481,474 |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person
481,474 * *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)
11.29 |
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| 12) | Type of Reporting Person (See Instructions)
BK |
Page 4 of 5 Pages
| ITEM 4 - |
OWNERSHIP: | |||||||||
| The following information is as of December 31, 2005: |
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| (a) | Amount Beneficially Owned:
481,474 shares* |
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| (b) | Percent of Class:
11.29 |
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| (c) | Number of shares to which such person has: | |||||||||
| (i) | sole power to vote or to direct the vote
-0- |
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| (ii) | shared power to vote or to direct the vote
481,474 |
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| (iii) | sole power to dispose or to direct the disposition of
-0- |
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| (iv) | shared power to dispose or to direct the disposition of
481,474 |
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| *See the response to Item 6. | ||||||||||
| ITEM 6 - |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The total shares of Common Stock reported herein, including immediately exercisable warrants for 31,250 shares of Common Stock, are held in Trust Accounts created by an Amended and Restated Trust Agreement dated September 20, 1983, in which Lloyd I. Miller, Jr. was Grantor and for which PNC Bank, National Association serves as Trustee.
In connection with the Trust Accounts, Lloyd I. Miller, III and PNC Bank, National Association, in its capacity as Trustee, have entered into an Investment Advisory Agreement dated as of April 1, 2002. Either party may terminate the Investment Advisory Agreement on 30 days’ prior written notice. |
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| 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 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. | ||||||||||
Page 5 of 5 Pages
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, 2006 | ||
| Date | ||
| By: | /s/ Joan L. Gulley | |
| Signature - The PNC Financial Services Group, Inc. | ||
| Joan L. Gulley, Vice President | ||
| Name & Title | ||
| February 10, 2006 | ||
| Date | ||
| By: | /s/ Maria C. Schaffer | |
| Signature - PNC Bancorp, Inc. | ||
| Maria C. Schaffer, Executive Vice President | ||
| Name & Title | ||
| February 10, 2006 | ||
| Date | ||
| By: | /s/ Joan L. Gulley | |
| Signature - PNC Bank, National Association | ||
| Joan L. Gulley, Executive Vice President | ||
| Name & Title | ||
AN AGREEMENT TO FILE A JOINT STATEMENT
WAS PREVIOUSLY FILED AS EXHIBIT A TO SCHEDULE 13G