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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
VIXEL CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
928552108
(CUSIP Number)
December 31, 1999
(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).
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CUSIP 928552108 SCHEDULE 13G Page 2 of 9
1 Name of Reporting Person San Francisco Sentry
Investment Company, LLC
IRS Identification No. of Above Person 94-3235398
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,744,011
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,744,011
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 1,744,011
10 Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 8.0%
12 Type of Reporting Person IA
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CUSIP 928552108 SCHEDULE 13G Page 3 of 9
1 Name of Reporting Person Richard E. Dirickson
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization USA
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,744,011
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,744,011
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 1,744,011
10 Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 8.0%
12 Type of Reporting Person IN
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CUSIP 928552108 SCHEDULE 13G Page 4 of 9
1 Name of Reporting Person Steven A. Ledger
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization USA
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,744,011
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,744,011
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 1,744,011
10 Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 8.0%
12 Type of Reporting Person IN
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CUSIP 928552108 SCHEDULE 13G Page 5 of 9
1 Name of Reporting Person Timothy M. Spicer
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization USA
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,744,011
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,744,011
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 1,744,011
10 Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 8.0%
12 Type of Reporting Person IN
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CUSIP 928552108 SCHEDULE 13G Page 6 of 9
Item 1(a). Name of Issuer.
Vixel Corporation
Item 1(b). Address of Issuer's Principal Executive Offices.
11911 Northcreek Parkway South
Bothell, WA 98011
Item 2(a). Names of Persons Filing.
San Francisco Sentry Investment Company, LLC
Item 2(b). Address of Principal Business Office or, if none,
Residence.
100 Pine Street, San Francisco, CA 94111
Item 2(c). Citizenship.
United States.
Item 2(d). Title of Class of Securities.
Common Stock
Item 2(e). CUSIP Number.
928552108
Item 3. Type of Reporting Person.
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 Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C.
80a -8).
(e) [x] An investment adviser in accordance with
Section 240.13d -1(b)(1)(ii)(E) (San Francisco
Sentry Investment Company, LLC);
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CUSIP 928552108 SCHEDULE 13G Page 7 of 9
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d -1(b)(1)(ii)(F);
(g) [x] A parent holding company or control person in
accordance with Section 240.13d -1(b)(1)(ii)(G)
(Richard E. Dirickson; Steven A. Ledger; Timothy M.
Spicer);
(h) [ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
(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 (15
U.S.C. 80a -3);
(j) [ ] Group, in accordance with Section 240.13d -
1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-
1(c), check this box. [ ]
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of page two (2)
of this Schedule 13G, which Items are incorporated by reference herein.
Because each of Richard E. Dirickson, Steven A. Ledger and
Timothy M. Spicer own a 33 -1/3% interest in San Francisco Sentry
Investment Company, LLC and as Timothy M. Spicer is also the portfolio
manager, it is possible that Richard E. Dirickson, Steven A. Ledger
and/or Timothy M. Spicer may be deemed a beneficial owner of the
Company's shares held by San Francisco Sentry Investment Company, LLC
by virtue of the definition of "beneficial owners" in Rule 13d-3 under
the Securities Exchange Act of 1934. The filing of this Schedule shall
not be construed as an admission by Richard E. Dirickson, Steven A.
Ledger or Timothy M. Spicer that he is a beneficial owner of any
securities of the Company or an admission by any of the filing persons
that they are members of a group.
It is possible that the individual directors, executive
officers, members, and/or managers of San Francisco Sentry Investment
Company, LLC might be deemed the "beneficial owners" of some or all of
the securities to which this Schedule relates in that they might be
deemed to share the power to direct the voting or disposition of such
securities. Neither the filing of this Schedule nor any of its
contents shall be deemed to constitute an admission that any of such
individuals is, for any purpose, the beneficial owner of any of the
securities to which this Schedule relates, and such beneficial
ownership is expressly disclaimed.
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.
San Francisco Sentry Investment Company, LLC is deemed to be
the beneficial owner of the number of securities reflected in Items 5-9
and 11 of page two (2) of this Schedule 13G pursuant to separate
arrangements whereby San Francisco Sentry Investment Company, LLC acts
as investment adviser to certain persons. Each person for whom the
reporting person acts as investment adviser has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from
the sale of, the common stock purchased or held pursuant to such
arrangements.
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, the undersigned certifies that, to the best
of his 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.
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CUSIP 928552108 SCHEDULE 13G Page 8 of 9
Signature
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
DATED: March 13, 2000
SAN FRANCISCO SENTRY INVESTMENT
COMPANY, LLC
/s/ Timothy M. Spicer By: /s/ Timothy M. Spicer
_____________________________ _______________________________
Timothy M. Spicer Title: Manager Member
/s/ Steven A. Ledger /s/ Richard E. Dirickson
_____________________________ ____________________________________
Steven A. Ledger Richard E. Dirickson
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CUSIP 928552108 SCHEDULE 13G Page 9 of 9
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13G to evidence the agreement
of the below-named parties, in accordance with rules promulgated
pursuant to the Securities Exchange Act of 1934, to file this Schedule
and any subsequent amendment jointly on behalf of each of such parties.
DATED: March 13, 2000
SAN FRANCISCO SENTRY INVESTMENT
COMPANY, LLC
/s/ Timothy M. Spicer By: /s/ Timothy M. Spicer
_____________________________ _______________________________
Timothy M. Spicer Title: Manager Member
/s/ Steven A. Ledger /s/ Richard E. Dirickson
_____________________________ ____________________________________
Steven A. Ledger Richard E. Dirickson
