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SCHEDULE 13G
Under the Securities Exchange Act of 1934
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Securities and Exchange Commission
Washington, D.C. 20549
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POORE BROTHERS, INC.
(Name of Issuer)
Common 732813006
(Title of Class of Securities) (CUSIP Number)
Vance M. Arnold
8080 N. Central Expressway, Suite 210 LB 59, Dallas, TX 75206
(214) 891-8294
Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 6, 1996
(Date of Event which Requires Filing of this Statement)
1. Names of Reporting Person S.S. or I.R.S. Identification No.:
Renaissance Capital Growth & Income Fund III, Inc. 75-2533518
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2. Check the Appropriate Box if a Member of a Group:
(a) N/A
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(b) N/A
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3. SEC Use Only:
4. Citizenship or Place of Organization: Texas
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Number of Shares Beneficially Owned by Each Reporting Person With:
(5) Sole voting Power: 1,640,891
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(6) Shared Voting Power: 0
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(7) Sole Dispositive Power: 1,640,891
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(8) Shared Dispositive Power: 0
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(9) Aggregate Amount Beneficially Owned be Each Reporting Person:
1,640,891
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(10) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: N/A
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(11) Percent of Class Represented by Amount in Row (11): 19%
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(12) Type of Reporting Person: IV
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SCHEDULE 13G
ITEM 1. SECURITY AND ISSUER
$1,788,571 - 9.0% Convertible Debenture between Poore Brothers,
Inc. as Borrowers and Renaissance Capital Growth & Income Fund
III, Inc. as Lender.
Poore Brothers, Inc. Company
2664 S. Litchfield Rd.
Goodyear, AZ 85338
ITEM 2. IDENTITY AND BACKGROUND
a., b., c. Renaissance Capital Growth &
Income Fund III, Inc. Filer
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
Renaissance Capital Growth & Income Fund III, Inc. is a Texas
corporation, organized as a business development company under
the Investment Company Act of 1940 and is traded on the Nasdaq.
Its address is 8080 N. Central Expressway, Suite 210, Dallas,
TX 75206. Renaissance Capital Group, Inc. is the investment
advisor to the Fund. The officers of Renaissance Capital
Group, Inc. are:
Russell Cleveland, President
Barbe Butschek, Senior Vice President, Corporate
Secretary and Treasurer
Vance M. Arnold, Executive Vice President
Mardon M. Navalta, Vice President
Norman D. Cox, Vice President
d. None
e. None
f. Texas
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Filer's source of funds for this transaction came
exclusively from the Filer's investment capital. No borrowed
funds were used in the transaction. The securities were
acquired directly from the Company in a private placement.
ITEM 4. PUROPSE OF TRANSACTION
The purpose of the acquisition of these securities for
Renaissance Capital Growth & Income Fund III, Inc. was as an
investment in accordance with its election as a Business
Development Company under the Investment Act of 1940.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
On May 31, 1995, the Company and the Filer entered into a
Convertible Debenture Loan Agreement pursuant to which the
Company issued the Filer a $2,100,000 Convertible Debenture
yielding a 9.0% interest rate. The Convertible Debenture is
initially convertible at $1.09 per share and said conversion
price is subject to certain price adjustments. Interest is
payable monthly and if not sooner redeemed or converted, matures
July 1, 2002. The Debenture also calls for mandatory principal
installments commencing July 1, 1998 in the amount of $10 per
$1,000 paid on a monthly basis with the final installment of all
remaining unpaid principal due on July 1, 2002.
On December 6, 1996, the Company became a publicly traded
Company listed with the Nasdaq stock exchange, completing its
initial public offering and triggering the Filer's obligation to
file this schedule. The Filer sold 285,714 shares valued at
$1,000,000 in the initial public offering.
As mentioned previously, the Filer and the Company are party to
a loan agreement and First Interstate Equity Corporation is also
a co-leader under said Agreement. First Interstate's interest
was transformed to Wells Fargo Equity Capital and by contract
are now a party to the Agreement. The Loan Agreement does
contain provisions governing the relationship among its co-
lenders including standard cross default provisions.
The Convertible Debenture Loan Agreement grants the Filer the
right to elect one member to the board of directors of the
Company and designated Mr. Robert Pearson, a consultant to
Renaissance Capital Group, Inc. who has been elected a member of
the Company's Board of Directors. The Filers do not have the
right to vote the Common Stock underlying the Convertible
Debentures until and unless it elects to convert said
instrument.
The Company has not effected any transactions in the securities
of the Company prior to the purchase of the Convertible
Debenture.
ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Company and the Filers entered into a Convertible Debenture
Loan Agreement on May 31, 1995. Said documents contain default
and other provisions contained in loan agreements more
generally. As mentioned in the previous item, the Convertible
Debenture Loan Agreement grants the Filer the option to name a
board of director to the Company. The Investment Advisor of the
Filer has a profit interest of up to 20% of the profits of the
Filer.
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ITEM 7. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
Not Applicable
ITEM 8. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable
I certify to the best of my knowledge and belief the information set forth
in this statement is true, complete and correct.
Date: February 14, 1997
By: Renaissance Capital Growth & Income Fund III, Inc.
By: /s/ Vance M. Arnold
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Vance M. Arnold, Executive Vice President
Renaissance Capital Group, Inc.
Investment Advisor
