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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Gargoyles, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
366033-10-8
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(CUSIP Number)
James L. Chosy, Vice President
U.S. Bancorp
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
(612) 973-0359
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(f) or 240.13d-1(g), check the following
box. [_]
* 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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SCHEDULE 13D
CUSIP No. 366033-10-8
1. Names of Reporting Persons I.R.S. Identification Nos. of Above
Persons (entities only)
U.S. Bank National Association
41-0417860
2. Check The Appropriate Box If A Member Of A Group*
(a) [ ] (b) [_]
3. Sec Use Only
4. Source Of Funds
OO
5. Check If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(D) Or 2(E) [_]
6. Citizenship Or Place Of Organization: Organized under the laws of
the United States of America.
7. Sole Voting Power
Number Of 31,600,342
Shares
Beneficially 8. Shared Voting Power
Owned By 0
Each
Reporting 9. Sole Dispositive Power
Person 31,600,342
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned By Each Reporting Person
31,600,342
12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
[_]
13. Percent Of Class Represented By Amount In Row (11)
80.2%
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14. Type Of Reporting Person*
BK
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SCHEDULE 13D
CUSIP No. 366033-10-8
1. Names of Reporting Persons I.R.S. Identification Nos. of Above
Persons (entities only)
U.S. Bancorp
41-0255900
2. Check The Appropriate Box If A Member Of A Group*
(a) [ ]
(b) [_]
3. Sec Use Only
4. Source Of Funds
OO
5. Check If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(D) Or 2(E) [_]
6. Citizenship Or Place Of Organization: Incorporated in Delaware.
7. Sole Voting Power
Number Of 400,000
Shares
Beneficially 8. Shared Voting Power
Owned By 0
Each
Reporting 9. Sole Dispositive Power
Person 400,000
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned By Each Reporting Person
400,000
12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
[_]
13. Percent Of Class Represented By Amount In Row (11)
5.1%
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14. Type Of Reporting Person*
HC
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, no par value (the "Common
Stock"), of Gargoyles, Inc., a Washington corporation (the "Issuer"), the
principal executive offices of which are located at 5866 South 194th Street,
Kent, Washington 98032.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Names: U.S. Bank National Association
U.S. Bancorp
(b) Residence or Business Address: 601 Second Avenue South,
Minneapolis, Minnesota 55402-4302
(c) Present Principal Occupation: N/A
(d) Convictions in the last 5 years: None
(e) Securities law violations in the last 5 years: None
(f) Citizenship: U.S. Bank National Association is organized under the
laws of the United States of
America. U.S. Bancorp is a Delaware corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The 31,600,342 shares beneficially owned by U.S. Bank National Association
("USBNA") may be purchased upon conversion of 10,000,000 shares of Series A
Preferred Stock of the Issuer, which are currently convertible (the
"Preferred Shares"). Both the Preferred Shares held by USBNA and the shares
of Common Stock held by U.S. Bancorp were acquired in connection with the
restructuring of loans extended to the Issuer by USBNA. The Preferred Shares
were acquired on June 1, 1999 in connection with the exchange of $10,000,000
of debt owed to USBNA by the Issuer for the Preferred Shares.
ITEM 4. PURPOSE OF TRANSACTION.
The shares covered by this Schedule 13D are being held for investment
purposes in connection with a restructuring of loans. Depending upon a
continuing assessment and upon future developments, the reporting persons may
determine, from time to time or at any time, to purchase additional shares of
the Issuer or to sell or otherwise dispose of some of the shares. Other than
the possibility that USBNA would exercise its right to convert the Preferred
Shares into shares of Common Stock and the satisfaction of conditions to
closing prior to the date hereof (including the resignation of all directors
other than William D. Ruckelshaus), the reporting persons have no present
plans which relate to or would result in: (a) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (b) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (c) any change in
the present Board of Directors or management of the Issuer, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (d) any material change in the present
capitalization or dividend policy of the Issuer; (e) any other material
change in the Issuer's business or corporate structure; (f) changes in the
Issuer's corporate charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by
any person; (g) causing a class of securities of the Issuer to be delisted
from a
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national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (h) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or (i) any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate number of shares: Preferred Shares convertible into
31,600,342 shares of Common Stock held by USBNA. Percentage: 80.2 %.
400,000 shares of Common Stock held by U.S. Bancorp. Percentage: 5.1%.
(b) Number of shares with sole voting and disposition power: 31,600,342
shares of Common Stock by USBNA. 400,000 shares of Common Stock by U.S.
Bancorp.
(c) The only transaction in the Common Stock by the reporting persons
during the last sixty days is the acquisition of the Preferred Shares,
convertible into Common Stock, described in Item 3 above.
(d) USBNA is a wholly owned subsidiary of U.S. Bancorp.
(e) N/A
ITEMS 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement
Exhibit 2 Stock Purchase Agreement dated May 28, 1999, between
Gargoyles, Inc. and U.S. Bank National Association
(incorporated by reference to Exhibit 1.1 to Gargoyles,
Inc.'s Current Report on Form 8-K filed with the Securities
and Exchange Commission on June 7, 1999, SEC File
No. 000-21353 (the "Form 8-K")).
Exhibit 3 Second Amended and Restated Credit Agreement dated May 28,
1999 between Gargoyles, Inc. and U.S. Bank National
Association (incorporated by reference to Exhibit 1.2
to the Form 8-K).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true and complete.
Dated: June 11, 1999 U.S. BANK NATIONAL ASSOCIATION
By /s/ James L. Chosy
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Its Vice President
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U.S. BANCORP
By /s/ James L. Chosy
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Its Vice President
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Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including amendments
thereto) with respect to the common stock of Gargoyles, Inc. and further
agree that this Joint Filing Agreement be included as an Exhibit to such
joint filings.
In evidence thereof, the undersigned, being duly authorized, hereby
execute this Joint Filing Agreement as of June 11, 1999.
U.S. BANK NATIONAL ASSOCIATION
By /s/ James L. Chosy
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Its Vice President
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U.S. BANCORP
By /s/ James L. Chosy
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Its Vice President
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