UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Phoenix Gold International, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
719068-10-8
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
* 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).
CUSIP NO. 719068-10-8
<PAGE>
Item 1: Name of reporting person; S.S. or I.R.S.
Identification No. of above person:
Timothy G. Johnson
Item 2: Check the appropriate box if a member of a group:
a) [ ]
b) [ ]
Item 3: SEC use only:
Item 4: Citizenship or place of organization:
United States of America
Number of shares beneficially owned by each reporting person with:
Item 5: Sole voting power:
527,314 (includes 96,000 shares that Timothy G.
Johnson has the right to acquire within 60 days
following December 31, 1998)
Item 6: Shared voting power:
0
Item 7: Sole dispositive power:
527,314 (includes 96,000 shares that Timothy G.
Johnson has the right to acquire within 60 days
following December 31, 1998)
Item 8: Shared dispositive power:
0
Item 9: Aggregate amount beneficially owned by each reporting person:
527,314
Item 10: Check box if the aggregate amount in row (9) excludes certain
shares:
N/A
Item 11: Percent of class represented by amount in row 9:
15.5%
Item 12: Type of reporting person:
IN
<PAGE>
Item 1(a) Name of Issuer:
Phoenix Gold International, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
9300 North Decatur Street
Portland, Oregon 97203
Item 2(a) Name of Person Filing:
Timothy G. Johnson
Item 2(b) Address of Principal Business Office, or, if none, Residence:
9300 North Decatur Street
Portland, Oregon 97203
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
719068-10-8
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c),check whether the person filing is a:
/ / Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o)
/ / Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c)
/ / Insurance company as defined in section 3(a)
(19) of the Act (15 U.S.C. 78c)
/ / Investment company registered under section
8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
/ / An investment advisor in accordance with
ss.240.13d-1(b)(1)(ii)(E)
/ / An employee benefit plan or endowment fund
in accordance with ss.240.13d-1(b)(1)(ii)(F)
/ / A parent holding company or control person
in accordance with ss.240.13d-1(b)(1)(ii)(G)
/ / A savings association as defined in section
3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813)
/ / A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3)
/ / Group, in accordance with ss.240.13d-
1(b)(1)(ii)(J)
<PAGE>
Item 4 Ownership.
The following information is as of December 31, 1998:
(a) Amount Beneficially Owned:
527,314 shares
(b) Percent of Class:
The shares represent 15.5 percent of the
class.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the
vote: 527,314 (includes 96,000 share
that Timothy G. Johnson has the right
to acquire)
(ii) Shared power to vote or to direct
the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 527,314
(includes 96,000 shares that Timothy G.
Johnson has the right to acquire)
(iv) Shared power to dispose or to direct
the disposition of: 0
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person:
Not applicable.
<PAGE>
Item 7 Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company:
Not applicable.
Item 8 Identification and Classification of Members of the Group:
Not applicable.
Item 9 Notice of Dissolution of Group:
Not applicable.
Item 10 Certification:
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.
February 4, 1999
/s/ Timothy G. Johnson
------------------------------
(Signature)
Timothy G. Johnson
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ATTENTION: Intentional misstatements or omissions of fact constitute federal
criminal violations (See 18 USC Section 1001)
