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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
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 Number)
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)
July 6, 1999
(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) Name of Reporting Person
S.S. or I.R.S. Identification No. Dallas C. Troutman
of Above Person
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(2) Check the Appropriate Box if a (a) Not applicable
Member of a Group* (b) Not applicable
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(3) SEC Use Only
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(4) Source of Funds* AF
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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 Class A Common Stock:
2,925,140 shares; 32.50%
Class A Warrants:
1,810,380 warrants; 82.17%
Class B Warrants:
Number of 581,181 warrants; 72.63%
Shares Bene- -------------------------------------------------------------
ficially
Owned by (8) Shared Voting Power -0-
Each Report- -------------------------------------------------------------
ing Person
With (9) Sole Dispositive Power Class A Common Stock:
2,925,140 shares; 32.50%
Class A Warrants:
1,810,380 warrants; 82.17%
Class B Warrants:
581,181 warrants; 72.63%
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(10) Shared Dispositive Power -0-
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(11) Aggregate Amount Beneficially Class A Common Stock:
Owned by Each Reporting Person 2,925,140
Class A Warrants: 1,810,380
Class B Warrants: 581,181
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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 Class A Common Stock: 32.50%
by Amount in Row (11) Class A Warrants: 82.17%
Class B Warrants: 72.63%
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(14) Type of Reporting Person* IN
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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 Dallas C. Troutman
(Mr. Troutman).
(b) Mr. Troutman's business address is 86776 McVay Highway, Eugene, Oregon
97405.
(c) Mr. Troutman is the President of Troutman Investment Company (TIC).
TIC's principal business is the operation of retail stores selling
fashion apparel and home and fashion accessories. The address of TIC's
principal office is 86776 McVay Highway, Eugene, Oregon 97405.
(d) Not applicable.
(e) Not applicable.
(f) Mr. Troutman is a United States citizen.
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Item 3. Source and Amount of Funds or Other Consideration.
The total consideration for Mr. Troutman's acquisition of the Issuer's
Class A Common Stock, Class A Warrants and Class B Warrants was $1,842,847.20.
The purchase price was paid by Mr. Troutman executing and delivering to TIC, the
previous owner of the shares and warrants, a Nonrecourse Promissory Note secured
by a Stock Pledge Agreement. As pledgee under the Stock Pledge Agreement, TIC is
not specifically excluded from beneficial ownership of the shares and warrants
by Rule 13d-3(d)(3) because TIC 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. TIC has disclaimed beneficial ownership of the shares and warrants
transferred to Mr. Troutman.
Item 4. Purpose of Transaction.
As reported in a Form 13D dated March 10, 1999, Mr. Troutman acquired the
shares and warrants reported in this Schedule 13D/A from TIC, of which he is the
majority owner, on March 10, 1999 for estate planning purposes. The purpose of
this Amendment to Form 13D is to report that while TIC initially acquired the
shares with the intent of entering into discussions with the Issuer regarding a
possible merger of the Issuer and TIC, the Issuer has terminated potential
merger discussions.
Item 5. Interest in Securities of the Issuer.
(a) Mr. 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, Mr.
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) Mr. 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. Mr. Troutman does not share voting or dispositive power with
respect to any of the shares or warrants.
(c) Mr. Troutman acquired the shares and warrants covered by this Schedule
13D on March 10, 1999. The price per share for the Class A Common Stock was
$0.6214. The price per warrant for the Class A Warrants and Class B Warrants
was $0.01. The acquisition was
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effected pursuant to a Sale Agreement between Mr. Troutman and TIC.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
As described in Item 3, TIC 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, TIC would have the right to transfer such shares
into the name of TIC or its designee, which transferee would be entitled to
exercise all voting rights represented therein. TIC has granted its commercial
lender a security interest in the Nonrecourse Promissory Note and Stock Pledge
Agreement.
Item 7. Material to be Filed as Exhibits.
* (1) Nonrecourse Promissory Note and Stock Pledge Agreement.
(2) Not applicable.
(3) See Item 7(1).
* Previously filed as an Exhibit to Form 13D dated March 10, 1999.
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: July 7, 1999
/s/ Dallas C. Troutman
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Dallas C. Troutman
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