<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Lamonts Apparel, Inc.
(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
(Title of Class of Securities)
513628404
513628131
513628149
(CUSIP Numbers)
Debbie A. Brownfield
12413 Willows Road N.E., Kirkland, Washington 98034
(425) 814-5700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 23, 1998
(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 [_].
1
<PAGE>
===============================================================================
SCHEDULE 13D
- -----------------------------------------------
CUSIP NOS. 513628404, 513628131 and 513628149
- -----------------------------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Troutman Investment Company
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2
(a) [_] Not applicable
(b) [_] Not applicable
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
Not applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Oregon
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF Class A Common Stock: 2,925,140 shares; 32.50%
Class A Warrants: 1,810,380 warrants; 82.17%
SHARES Class B Warrants: 581,181 warrants; 72.63%
-----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY - 0 -
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING Class A Common Stock: 2,925,140 shares; 32.50%
Class A Warrants: 1,810,380 warrants; 82.17%
PERSON Class B Warrants: 581,181 warrants; 72.63%
WITH
2
<PAGE>
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
- 0 -
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Class A Common Stock: 2,925,140 shares
Class A Warrants: 1,810,380 warrants
Class B Warrants: 581,181 warrants
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_] Not applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Class A Common Stock: 32.50%
Class A Warrants: 82.17%
Class B Warrants: 72.63%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D 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 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.
3
<PAGE>
(f) Troutman is an Oregon corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total consideration for Troutman's acquisition of the Issuer's Class A
Common Stock, Class A Warrants and Class B Warrants was $1,755,084.00 and the
source was Troutman's working capital.
ITEM 4. PURPOSE OF TRANSACTION.
Troutman may acquire up to an additional 5% of the outstanding shares of
the Issuer's Class A Common Stock in private transactions with existing
shareholders of the Issuer. Troutman acquired the shares and warrants reported
in this Schedule 13D, and may acquire the additional shares, with the intent of
entering into discussions with the Issuer regarding a possible merger of the two
companies.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Troutman owns the following securities of the Issuer: (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 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 Class A Warrants are exercisable, in whole or in part, on the first
date on which the Aggregate Equity Trading Value (as defined below) equals or
exceeds $20 million. The Class B Warrants are exercisable, in whole or in part,
on the first date on which the Aggregate Equity Trading Value equals or exceeds
$25 million. "Aggregate Equity Trading Value" means, as of any date, the
product of (a) either (i) if the Common Stock is listed on any national
securities exchange or quoted on a national quotation system, the average of the
daily closing prices of the Common Stock for the five trading days immediately
preceding that date, or (ii) if the Common Stock is not so listed or quoted, the
fair market value per share of the Common Stock determined in good faith by the
Issuer's board of directors as of a date within 30 days of that date, multiplied
by (b) the total number of issued and outstanding shares of Common Stock as of
that date (assuming, for purposes of determining that number of shares, the
exercise in full of all in-the-money options outstanding on that date to
purchase shares of Common Stock and the exercise of all Class B Warrants that
are exercisable as of that date).
If all the Class A Warrants and Class B Warrants were exercised, Troutman
would own a total of 5,316,701 shares of Class A Common Stock, or 59.07% of the
outstanding shares. Troutman does not expect the warrants to be exercised within
the next 60 days.
(b) Troutman has sole voting and dispositive power with respect to all
2,925,140 shares of Class A Common Stock, 1,810,380 Class A Warrants and 581,181
Class B Warrants. Troutman does not share voting or dispositive power with
respect to any of the shares or warrants.
4
<PAGE>
(c) Troutman acquired the shares and warrants covered by this Schedule 13D
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.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Troutman expects to enter into an agreement with the Issuer in which
Troutman will agree not to acquire any securities of the Issuer, other than the
5% of shares referenced in Item 4 above, not to attempt to effect any changes in
management of the Issuer and not to take any other action with respect to the
Issuer while the parties are engaged in merger discussions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Not applicable.
(2) Not applicable.
(3) Not applicable.
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: January 4, 1999.
TROUTMAN INVESTMENT COMPANY
By: /s/ JOSEPH V. SNEDDON
-----------------------------------------------
Name: Joseph V. Sneddon
_________________________________________
Title: Secretary
_________________________________________
5
