SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
THE SIRENA APPAREL GROUP, INC.
--------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
82966Q102
-------------------------
(CUSIP Number)
American Industries, Inc.
1750 N.W. Front Avenue
Suite 106
Portland, Oregon 97209
(503) 222-0060
--------------------------------------
(Name, Address and Telephone Number)
of Person Authorized to Receive
Notices and Communications)
With a copy to:
Kenneth D. Stephens, Esq.
Tonkon, Torp LLP
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 221-1440
May 21, 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 Rule 13d-1(b)(3) or (4), check the following box [ ].
Page 1 of 5 Pages
<PAGE>
CUSIP No. 82966Q102
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
American Industries, Inc.
IRS Identification Number: 93-0331722
2. Check the appropriate box if a member of a group (a) / /
(b) /x/
3. SEC USE ONLY
4. Source of Funds
WC
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) / /
6. Citizenship or place of organization
Oregon
7. Sole Voting Power
1,748,000*
8. Shared Voting Power
-0-
9. Sole Dispositive Power
1,748,000*
- ----------------------------
* Does not include (a) 40,000 shares of the issuer's Common Stock held by
Juanita Hedinger, the wife of the reporting person's Chairman and
President, or (b) 9,000 shares of the issuer's Common Stock held by the
reporting person's Chairman and President in an individual retirement
account. The reporting person disclaims beneficial ownership of such
shares. Also does not include shares obtainable upon conversion of
funds loaned to the issuer (see Item 6).
Page 2 of 5 Pages
<PAGE>
10. Shared Dispositive Power
-0-
11. Aggregate amount beneficially owned by each reporting person
1,748,000*
12. Check box if the aggregate amount in row (11) excludes
certain shares /x/
13. Percent of class represented by amount in row (11)
34.4*
14. Type of Reporting Person
CO
- ----------------------------
* Does not include (a) 40,000 shares of the issuer's Common Stock held by
Juanita Hedinger, the wife of the reporting person's Chairman and
President, or (b) 9,000 shares of the issuer's Common Stock held by the
reporting person's Chairman and President in an individual retirement
account. The reporting person disclaims beneficial ownership of such
shares. Also does not include shares obtainable upon conversion of
funds loaned to the issuer (see Item 6).
Page 3 of 5 Pages
<PAGE>
This Amendment No. 5 to the Schedule 13D dated January 5, 1996 (the "Original
Schedule 13D"), as amended by Amendment No. 1 dated February 2, 1996, as amended
by Amendment No. 2 dated April 18, 1996, as amended by Amendment No. 3 dated May
2, 1997, and as amended by Amendment No. 4 dated March 10, 1999, is being filed
to amend Items 3, 5 and 6 as follows:
Item 3 of Schedule 13D is hereby amended in its entirety to read as follows:
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
The funds used by American to purchase the shares held by it were
provided by the general working capital funds of American.
Item 5 of Schedule 13D is hereby amended in its entirety to read as follows:
Item 5. Interests in Securities of Issuer
- ------------------------------------------
Since the filing of Amendment No. 4 to the Original Schedule 13D,
American has purchased 46,000 shares of the issuer's Common Stock in
transactions effected by a registered broker/dealer on the Nasdaq Stock Market
as follows:
DATE NUMBER OF SHARES PRICE PER SHARE AGGREGATE PRICE
- ---- ---------------- --------------- ---------------
05/13/99 30,000 $4.875 $ 146,256.25
05/14/99 8,500 $4.75 $ 40,381.25
05/17/99 2,500 $4.75 $ 11,881.25
05/18/99 5,000 $4.75 $ 25,756.25
TOTAL $ 224,275.00
=============
As a result of such acquisitions, American holds an aggregate of 1,748,000*
shares of the issuer's Common Stock, representing approximately 34.4 percent of
the issuer's outstanding Common Stock, acquired for an aggregate consideration
of $3,517,443.
- --------------------------
* Does not include (a) 40,000 shares of the issuer's Common
Stock held by Juanita Hedinger, the wife of the reporting
Page 4 of 5 Pages
<PAGE>
Item 6 of Schedule 13D is hereby amended in its entirety to read as follows:
Item 6 Contracts, Arrangements, Understandings or
- ----------------------------------------------------
Relationships With Respect to Securities of the Issuer
------------------------------------------------------
On May 21, 1999, the reporting person loaned the issuer $1,500,000. The
loan is intended to be convertible, at the option of the reporting person, into
shares of the issuer's Common Stock, and it is intended that the reporting
person will have registration rights with respect to such shares. Final
documentation is pending.
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: June 3, 1999 AMERICAN INDUSTRIES, INC.
By: /s/ Robert Savage
---------------------------------------
Robert Savage, Vice President
and Secretary
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person's Chairman and President, or (b) 9,000 shares of the issuer's Common
Stock held by the reporting person's Chairman and President in an
individual retirement account. The reporting person disclaims beneficial
ownership of such shares. Also does not include shares obtainable upon
conversion of funds loaned to the issuer (see Item 6).
Page 5 of 5 Pages
