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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION ------------------------------
Washington, D.C. 20549 OMB Number 3235-0145
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)
Build-A-Bear Workshop, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
120076104
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(CUSIP Number)
December 31, 2006
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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:
|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).
PAGE 1 OF 10 PAGES
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CUSIP No. 120076104 13G Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Manulife Financial Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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5 SOLE VOTING POWER
-0-
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Number of 6 SHARED VOTING POWER
Shares
Beneficially -0-
Owned by --------------------------------------------------------
Each 7 SOLE DISPOSITIVE POWER
Reporting
Person -0-
With --------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None, except through its indirect, wholly-owned subsidiaries, MFC
Global Investment Management (U.S.A.) Limited, John Hancock Advisers,
LLC and John Hancock Life Insurance Company
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
See line 9 above.
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12 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 10 PAGES
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CUSIP No. 120076104 13G Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
MFC Global Investment Management (U.S.A.) Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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5 SOLE VOTING POWER
7,335
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Number of 6 SHARED VOTING POWER
Shares
Beneficially -0-
Owned by --------------------------------------------------------
Each 7 SOLE DISPOSITIVE POWER
Reporting
Person 7,335
With ---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,335
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.04%
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12 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 10 PAGES
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CUSIP No. 120076104 13G Page 4 of 10 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
John Hancock Advisers, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
196,010
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Number of 6 SHARED VOTING POWER
Shares
Beneficially -0-
Owned by --------------------------------------------------------
Each 7 SOLE DISPOSITIVE POWER
Reporting
Person -0-
With ---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
196,010
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
196,010
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.96%
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12 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 4 OF 10 PAGES
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CUSIP No. 120076104 13G Page 5 of 10 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
John Hancock Life Insurance Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
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5 SOLE VOTING POWER
-0-
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Number of 6 SHARED VOTING POWER
Shares
Beneficially 75,077
Owned by --------------------------------------------------------
Each 7 SOLE DISPOSITIVE POWER
Reporting
Person -0-
With ---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
75,077
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,077
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.37%
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12 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 5 OF 10 PAGES
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
Item 1(a) Name of Issuer:
Build-A-Bear Workshop, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1954 Innerbelt Business Center Drive
St. Louis, Missouri 63114
Item 2(a) Name of Person Filing:
This filing is made on behalf of Manulife Financial Corporation
("MFC"), and MFC's indirect, wholly-owned subsidiaries, MFC
Global Investment Management (U.S.A.) Limited ("MFC Global"),
John Hancock Advisers, LLC ("JHA") and John Hancock Life
Insurance Company ("JHLICO").
Item 2(b) Address of the Principal Offices:
The principal business offices of MFC and MFC Global are located
at 200 Bloor Street, East, Toronto, Ontario, Canada, M4W 1E5;
and JHA and JHLICO are located at 601 Congress Street, Boston,
Massachusetts 02210.
Item 2(c) Citizenship:
MFC and MFC Global are organized and exist under the laws of
Canada.
JHA is organized and exists under the laws of the State of
Delaware.
JHLICO is organized and exists under the laws of the
Commonwealth of Massachusetts.
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
120076104
Item 3 If the Statement is being filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
MFC: (g) (X) Parent Holding Company, in accordance with
ss.240.13d-1(b)(ii)(G).
MFC
Global: (e) (X) Investment Adviser registered under ss.203 of
the Investment Advisers Act of 1940.
JHA: (e) (X) Investment Adviser registered under ss.203 of
the Investment Advisers Act of 1940.
JHLICO: (e) (X) Investment Adviser registered under ss.203 of
the Investment Advisers Act of 1940.
Item 4 Ownership:
(a) Amount Beneficially Owned: MFC Global has beneficial
ownership of 7,335 shares of Common Stock, JHA has
beneficial ownership of 196,010 shares of Common Stock and
JHLICO has beneficial ownership of 75,077 shares of Common
Stock. Through its parent-subsidiary relationship to MFC
Global, JHA and JHLICO, MFC may be deemed to have beneficial
ownership of these same shares.
PAGE 6 OF 10 PAGES
(b) Percent of Class: Of the 20,518,886 shares outstanding as of
November 8, 2006, according to the issuer's quarterly report
on form 10-Q for the period ended September 30, 2006, MFC
Global held 0.04%, JHA held 0.96%, and JHLICO held 0.37%.
The aggregate percentage held as of December 31, 2006 by all
reporting persons was 1.37%.
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
MFC Global and JHA each has sole power to vote or to
direct the voting of the shares of Common Stock
beneficially owned by each of them.
(ii) shared power to vote or to direct the vote:
JHLICO has shared power to vote or to direct the voting
of the shares of Common Stock it beneficially owns.
(iii)sole power to dispose or to direct the disposition of:
MFC Global has sole power to dispose or to direct the
disposition of the shares of Common Stock it
beneficially owns.
(iv) shared power to dispose or to direct the disposition of:
JHA and JHLICO each has shared power to dispose or to
direct the disposition of the shares of Common Stock
beneficially owned by each of them.
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 {X}.
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:
See Items 3 and 4 above.
Item 8 Identification and Classification of Members of the Group:
Not applicable.
Item 9 Notice of Dissolution of a Group:
Not applicable.
Item 10 Certification:
By signing below the undersigned certifies that, to the best of
its 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.
PAGE 7 OF 10 PAGES
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Manulife Financial Corporation
By: /s/ Scott A. Lively
Name: Scott A. Lively
Dated: February 7, 2007 Title: Attorney in Fact*
MFC Global Investment Management (U.S.A) Limited
By: /s/ Gordon Pansegrau
Name: Gordon Pansegrau
Dated: February 7, 2007 Title: General Counsel, Chief Compliance
Officer & Secretary
John Hancock Advisers, LLC
By: /s/ Francis V. Knox Jr.
Name: Francis V. Knox Jr.
Dated: February 7, 2007 Title: Vice President and Chief Compliance
Officer
John Hancock Life Insurance Company
By: /s/ Scott A. Lively
Name: Scott A. Lively
Dated: February 7, 2007 Title: Attorney in Fact**
* Signed pursuant to a Power of Attorney dated January 31, 2007 included as
an Exhibit to Schedule 13G filed with the Securities and Exchange
Commission by Manulife Financial Corporation on February 1, 2007.
** Signed pursuant to a Power of Attorney dated January 31, 2007 included as
Exhibit B to this Schedule 13G.
PAGE 8 OF 10 PAGES
EXHIBIT A
JOINT FILING AGREEMENT
----------------------
Manulife Financial Corporation, MFC Global Investment Management (U.S.A.)
Limited, John Hancock Advisers, LLC and John Hancock Life Insurance Company
agree that the Terminated Schedule 13G (Amendment No. 1) to which this Agreement
is attached, relating to the Common Stock of Build-A-Bear Workshop, Inc., is
filed on behalf of each of them.
Manulife Financial Corporation
By: /s/ Scott A. Lively
Name: Scott A. Lively
Dated: February 7, 2007 Title: Attorney in Fact*
MFC Global Investment Management (U.S.A) Limited
By: /s/ Gordon Pansegrau
Name: Gordon Pansegrau
Dated: February 7, 2007 Title: General Counsel, Chief Compliance
Officer & Secretary
John Hancock Advisers, LLC
By: /s/ Francis V. Knox Jr.
Name: Francis V. Knox Jr.
Dated: February 7, 2007 Title: Vice President and Chief Compliance
Officer
John Hancock Life Insurance Company
By: /s/ Scott A. Lively
Name: Scott A. Lively
Dated: February 7, 2007 Title: Attorney in Fact**
* Signed pursuant to a Power of Attorney dated January 31, 2007 included as an
Exhibit to Schedule 13G filed with the Securities and Exchange Commission by
Manulife Financial Corporation on February 1, 2007.
** Signed pursuant to a Power of Attorney dated January 31, 2007 included as
Exhibit B to this Schedule 13G.
PAGE 9 OF 10 PAGES
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Emanuel Alves, Lynn Dyer and Scott A. Lively, and each of them, with
full power to act without the others, its true and lawful attorneys-in-fact and
agents, with full power of substitution, for it and in its name, place and
stead, in any and all capacities, to sign any and all instruments, schedules,
certificates, agreements and documents, and amendments to the foregoing, that
may be necessary, desirable or appropriate to be executed on its behalf,
pursuant to Section 13 or Section 16 of the Securities Exchange Act of 1934, as
amended, and any and all regulations promulgated thereunder, and to file the
same, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, or their substitutes, full power
and authority to do and perform each and every act and thing necessary,
desirable or appropriate, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof. This power
of attorney shall be effective until such time as the undersigned delivers a
written revocation thereof to the above-named attorneys-in-fact and agents.
IN WITNESS WHEREOF, this power of attorney has been signed as of the 31st
day of January, 2007.
John Hancock Life Insurance Company
By: /s/ Warren A. Thomson
Name: Warren A. Thomson
Title: Executive Vice President and Chief
Investment Officer - US Investments
PAGE 10 OF 10 PAGES