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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Lamonts Apparel, Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
Class A Warrants to purchase Class A Common Stock
Class B Warrants to purchase Class A Common Stock
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(Title of Class of Securities)
513628404
513628131
513628149
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(CUSIP Number)
Debbie A. Brownfield
12413 Willows Road N.E., Kirkland, Washington 98034
(404) 814-5700
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 10, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240-13d-1(f) or 240.13d-1(g), check
the following box [ ].
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CUSIP Nos. 513628404, 513628131 and 513628149
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Troutman Investment Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) Not applicable
(b) Not applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
Not applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
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7 SOLE VOTING POWER
NUMBER OF Not applicable
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH Not applicable
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
Not applicable
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10 SHARED DISPOSITIVE POWER
Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
Not applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable
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14 TYPE OF REPORTING PERSON*
CO
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2
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Item 1. Security and Issuer.
This Schedule 13D/A relates to Class A Common Stock, par value $0.01 per
share, Class A Warrants to purchase Class A Common Stock and Class B Warrants to
purchase Class A Common Stock of Lamonts Apparel, Inc., a Delaware corporation
(the Issuer). The Issuer's principal executive offices are located at 12413
Willows Road N.E., Kirkland, Washington 98034.
Item 2. Identity and Background.
(a) The name of the person filing this Schedule 13D/A is Troutman
Investment Company (Troutman).
(b) The address of Troutman's principal office is 86776 McVay Highway,
Eugene, Oregon 97405.
(c) Troutman's principal business is the operation of retail stores selling
fashion apparel and home and fashion accessories.
(d) Not applicable.
(e) Not applicable.
(f) Troutman is an Oregon corporation.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Not applicable.
Item 5. Interest in Securities of the Issuer.
(a) On March 10, 1999, Troutman disposed of the following securities of the
Issuer by transferring them to Dallas C. Troutman: (i) 2,925,140 shares of Class
A Common Stock, which constitute 32.50% of the outstanding shares; (ii) Class A
Warrants to purchase 1,810,380
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shares of Class A Common Stock, which constitute 82.17% of the outstanding Class
A Warrants; and (iii) Class B Warrants to purchase 581,181 shares of Class A
Common Stock, which constitute 72.63% of the outstanding Class B Warrants. The
purchase price for the shares and warrants was paid by Dallas C. Troutman
executing and delivering to Troutman a Nonrecourse Promissory Note secured by a
Stock Pledge Agreement. As pledgee under the Stock Pledge Agreement, Troutman is
not specifically excluded from beneficial ownership of the shares and warrants
by Rule 13d-3(d)(3) because Troutman is not a pledgee of securities in the
ordinary course of business and is not a person specified in Rule
13d-1(b)(1)(ii). Notwithstanding the lack of specific exclusion from the
definition of beneficial owner, Troutman hereby disclaims beneficial ownership
of the shares and warrants transferred to Dallas C. Troutman.
(b) Not applicable.
(c) As reported on Schedule 13D dated December 23, 1998 filed by Troutman,
Troutman acquired the shares and warrants covered by this Schedule 13D/A on
December 23, 1998. The price per share for the Class A Common Stock was
$0.5918. The price per warrant for the Class A Warrants and Class B Warrants
was $0.01. The acquisition was effected pursuant to a Stock Purchase Agreement
between Troutman and various shareholders of the Issuer. As described in Item
5(a) of this Schedule 13D/A, Troutman disposed of all the shares and warrants by
transferring them to Dallas C. Troutman pursuant to a Sale Agreement between the
parties effective March 10, 1999.
(d) Not applicable.
(e) On March 10, 1999, Troutman ceased to be the record owner of more than
five percent of any class of securities of the Issuer. Troutman
disclaims beneficial ownership of the shares and warrants covered by
this Schedule 13D/A.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
As described in Item 5(a), Troutman is pledgee under a Stock Pledge
Agreement covering the shares and warrants reported on this Schedule 13D. In the
event of default under such agreement, Troutman would have the right to transfer
such shares into the name of Troutman or its designee, which transferee would be
entitled to exercise all voting rights represented therein. Troutman is expected
to assign such pledge to its commercial lender (the Lender); alternatively, Mr.
Troutman is expected to grant a second pledge to the Lender, subject to the
rights of Troutman.
Item 7. Material to be Filed as Exhibits.
(1) Not applicable.
(2) Not applicable.
(3) Nonrecourse Promissory Note and Stock Pledge Agreement.
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: March 18, 1999.
TROUTMAN INVESTMENT COMPANY
By: /s/ Joseph V. Sneddon
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Name: Joseph V. Sneddon
Title: Secretary
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NONRECOURSE PROMISSORY NOTE
$1,842,847.20 Eugene, Oregon March 10, 1999
DALLAS C. TROUTMAN promises to pay to the order of TROUTMAN INVESTMENT
COMPANY, an Oregon corporation, at 86776 McVay Highway, Eugene, Oregon 97405, or
to such other person or at such other place as the holder hereof may designate,
the amount of $1,842,847.20 plus interest thereon at the rate of 4.62 percent
per annum from the date hereof until paid, payable in annual interest only
installments, with the first such annual installment due on or before March 9,
2000, and a like annual installment due on March 9, 2001. The full remaining
balance, principal and interest, shall be paid on March 9, 2002.
Prepayment may be made at any time, wholly or partially, without penalty.
Provided, that no prepayment shall affect the regular payments due hereunder.
All payments, including any prepayments, shall be applied first to accrued
interest to the date of payment or prepayment and then to principal.
If any payment is not paid promptly as the same becomes due, the entire
amount of principal and accrued interest shall be immediately due and
collectible at the option of the holder of this note.
If this note is placed in the hands of an attorney for collection, the
undersigned promises and agrees to pay the holder's reasonable collection costs,
including reasonable attorney's fees, even though no legal proceeding is filed
hereon; however, if a legal proceeding is filed for the purpose of interpreting
or enforcing this Promissory Note, the holder shall be entitled to recover a
reasonable attorney's fee in such proceeding, or any appeal thereof, in addition
to the costs and disbursements allowed by law.
THIS NONRECOURSE PROMISSORY NOTE IS SECURED BY A STOCK PLEDGE AGREEMENT OF
EVEN DATE HEREWITH. Notwithstanding any other provision contained in this
Nonrecourse Promissory Note or in the Stock Pledge Agreement, the undersigned
shall not be personally liable for payment of any amounts due hereunder; in the
event of default in payment of any amounts due hereunder, or under the terms of
the Stock Pledge Agreement securing this Nonrecourse Promissory Note, the sole
remedy of the holder of this Nonrecourse Promissory Note shall be to realize
upon its collateral under such Stock Pledge Agreement; and specifically the
holder shall not be entitled to waive such security and enforce the indebtedness
represented by this Nonrecourse Promissory Note, nor shall the holder be
entitled to obtain a deficiency upon realizing upon such collateral.
/s/ Dallas C. Troutman
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Dallas C. Troutman
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STOCK PLEDGE AGREEMENT
Date: March 10, 1999
PARTIES:
DALLAS C. TROUTMAN (Debtor)
Address: P.O. Box 5467
Eugene, Oregon 97405
TROUTMAN INVESTMENT COMPANY (Secured Party)
Address: P.O. Box 5467
Eugene, Oregon 97405
AGREEMENTS:
1. OBLIGATIONS SECURED. The obligations secured hereby are a certain
Nonrecourse Promissory Note dated March 9, 1999, in the face amount of
$1,842,847.20, wherein Debtor is the maker and Secured Party is the payee.
2. GRANT OF SECURITY INTEREST. Debtor hereby grants to Secured Party a
security interest to secure the obligations hereinabove mentioned in the
following described property:
Two Million Nine Hundred Twenty-five Thousand One Hundred Forty shares
of the Class A common stock of Lamonts Apparel, Inc., One Million
Eight Hundred Ten Thousand Three Hundred Eighty Class A warrants of
Lamonts Apparel, Inc., and Five Hundred Eighty-one Thousand One
Hundred Eighty-one shares of Class B warrants of Lamonts Apparel, Inc.
(Corporation), now owned by Debtor, together with all products and
proceeds thereof.
3. ACCELERATION. If Debtor fails to perform any obligation of Debtor
under this agreement, or fails to pay when due any obligation secured hereby, or
in the event Secured Party, with reasonable cause, deems the collateral, or any
part thereof, in danger of loss, misuse or confiscation, Secured Party may, at
the option of Secured Party, declare all unpaid balances of any indebtedness
owing to Secured Party by Debtor immediately due and payable and may exercise
any of the remedies for default hereinafter set forth.
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4. ASSIGNMENT. Secured Party shall have the right to assign this
agreement or the security interest evidenced by this agreement or to repledge
the collateral upon terms which do not impair the rights of Debtor under this
agreement.
5. STANDARD OF CARE. Secured Party shall use reasonable care in the
custody and preservation of the collateral in the possession of Secured Party
but shall have no duty to take any action to preserve, enforce or establish any
rights against the issuer or third parties.
6. PROCEEDS. If Debtor is in default, Secured Party shall have the right
to receive all income from the collateral and may hold the same as additional
collateral or apply the same to any of the indebtedness secured hereby, such
application to be in the sole discretion of Secured Party.
7. NOTICES. Any notice required to be given to Debtor under this
agreement or under the Uniform Commercial Code shall be deemed given if such
notice is mailed with postage prepaid to the address of Debtor shown on page 1
of this agreement, or to such other address as Debtor may designate to Secured
Party prior to the time of the giving of such notice. A notice of sale or other
disposition of the collateral upon default shall be reasonable if given five
days before the time of sale or disposition.
8. DEFAULT. Time is of the essence of this agreement. If Debtor fails
to perform any obligation of Debtor under this agreement or fails to pay when
due any obligation secured hereby, or if Secured Party, with reasonable cause,
deems the collateral to be in danger of loss, misuse or confiscation, Secured
Party shall have and may exercise each and all of the remedies granted to
Secured Party by the Uniform Commercial Code, together with any other remedies
which may be available to Secured Party under applicable law. In connection
with any sale of the collateral, it is agreed that it would be commercially
reasonable to sell the same as one lot or in several lots and at prices that are
substantially lower than those which might be reflected by the book value of the
collateral. By setting forth these factors concerning disposition by sale, it
is not intended to limit disposition to sale only.
9. TRANSFER AND VOTING RIGHTS. At any time when Secured Party is
entitled to exercise Secured Party's rights and remedies under the Uniform
Commercial Code, Secured Party may present the collateral for transfer into the
name of Secured Party or Secured Party's designee and Debtor hereby appoints
Secured Party as Debtor's attorney-in-fact for such transfer without inquiry as
to whether or not Secured Party is entitled to transfer such collateral under
the terms of this agreement, and agrees to indemnify, and hold the transfer
agent harmless, from any claim or liability arising out of such transfer. Until
such time as the collateral is transferred, Debtor shall be entitled to exercise
all voting rights represented by the collateral.
10. LEGAL EXPENSE. If any legal proceeding is commenced for the purpose
of interpreting or enforcing any provision of this agreement, or for the purpose
of collecting any obligation secured hereby, Secured Party shall be entitled to
recover a reasonable attorney's fee
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in such proceeding, or any appeal thereof, in addition to the costs and
disbursements allowed by law. In addition, Secured Party shall be entitled to
recover reasonable attorney's fees and legal expenses incurred by Secured Party
in connection with any disposition of the collateral.
11. WAIVER. No waiver by Secured Party of any default in any of the
terms, conditions or provisions of this agreement, or obligation secured hereby,
shall operate as a waiver of any other default by Debtor.
12. INTERPRETATION. All rights of Secured Party hereunder shall inure to
the benefit of the successors or assigns of Secured Party, and all obligations
of Debtor shall bind the successors and assigns of Debtor.
DEBTOR:
/s/ Dallas C. Troutman
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Dallas C. Troutman
SECURED PARTY:
TROUTMAN INVESTMENT COMPANY
By: /s/ Dallas C. Troutman
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President
