SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. __)
Portland Brewing Company
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
736 420 100
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(CUSIP Number)
With a copy to:
Sherrill A. Corbett, Esq.
Tonkon Torp LLP
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 221-1440
-----------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
January 31, 2000
-------------------------------------
(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 ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g),
check the following box [ ].
<PAGE>
CUSIP No. 736 420 100
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1. Names of Reporting Persons; S.S. or I.R.S. Identification No. of Above
Persons
Saxer Brewing Company EIN #93-1058249
2. Check the appropriate box if a member of a group (see instructions)
(a) / /
(b) /X/
3. SEC USE ONLY
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4. Source of Funds (see instructions)
00
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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
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7. Sole Voting Power 900,000
Number of Shares
Beneficially 8. Shared Voting Power 0
Owned by Each
Reporting Person 9. Sole Dispositive Power 0
With
10. Shared Dispositive Power 0
<PAGE>
11. Aggregate amount beneficially owned by each reporting person
900,000 Shares of Common Stock
12. Check box if the aggregate amount in row (11) excludes
certain shares (see instructions)
/ /
13. Percent of class represented by amount in row (11)
18%
14. Type of Reporting Person
CO
<PAGE>
Item 1. Security and Issuer (see instructions)
- ------- --------------------------------------
This statement relates to the Common Stock, no par value ("Common
Stock") of Portland Brewing Company (the "Company"). The address of
the principal executive offices of the Company is 2730 NW 31st Avenue,
Portland, Oregon 97210.
Item 2. Identity and Background (see instructions)
- ------- ------------------------------------------
Saxer Brewing Company ("Saxer") is an Oregon corporation with its
principal office located at 5875 SW Lakeview Boulevard, Lake Oswego,
Oregon 97035. Saxer's principal business is manufacturing and
distributing beer. Steven C. Goebel, 5875 SW Lakeview Boulevard, Lake
Oswego, Oregon 97035 (business address), is a director and the
President of Saxer. Elizabeth M. Goebel, 5875 SW Lakeview Boulevard,
Lake Oswego, Oregon 97035 (business address), is a director and Vice
President and Treasurer of Saxer. Larry Gilbert is a director of Saxer
and the President of Exhibit Merchandising, Inc., d/b/a the Event
Network, a company providing themed retail solutions, 1010 Turquoise
Street, Suite 200, San Diego, California 92109 (business address).
Kerry S. Gilbert, is Chairman of the Board and Secretary of Saxer and
the President of Gilbert Bros. Real Estate Services, Inc., a real
estate brokerage and development company, 1822 SW Madison, Portland,
Oregon 97205 (business address). Each of Steven C. Goebel, Elizabeth
M. Goebel, Larry Gilbert and Kerry Gilbert are citizens of the United
States of America.
No Reporting Person or other person identified above has, during the
last five years, been convicted in a criminal proceeding (excluding
traffic violations and misdemeanors). No Reporting Person or other
person identified above has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which any Reporting Person or other person identified above has
been subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds and Other Consideration (see instructions)
- ------- ---------------------------------------------------------------------
The acquisition of Common Stock to which this statement relates was
made in connection with a sale of assets of Saxer to the Company for
which the Common Stock was valued at $486,000.
<PAGE>
Item 4. Purpose of Transaction (see instructions)
- ------- -----------------------------------------
The Common Stock to which this statement relates was acquired in
connection with the disposition of assets by Saxer to the Company in
connection with a strategic business combination between the two
companies and for investment purposes. There are no current plans or
proposals which would relate to or result in any transaction described
in items (a) through (j) of the instructions to Item 4 of Schedule
13D.
Item 5. Interests in Securities of Issuer (see instructions)
- ------- ----------------------------------------------------
(a) Saxer Brewing owns 900,000 shares of Common Stock of the Company
representing 18% of the outstanding Common Stock of the Company.
(b) Saxer has the sole power to vote and the sole power to dispose of
the 900,000 shares of Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with respect to
- ------- -----------------------------------------------------------------------
Securities of the Issuer (see instructions)
-------------------------------------------
Certain shareholders of the Company have entered into a letter
agreement whereby such shareholders have agreed to vote their shares
of the Company's stock for Mr. Goebel (the President of Saxer) as a
director of the Company at each annual shareholder's meeting and any
special shareholders meeting at which directors are elected from
January 31, 2000 until January 31, 2003.
Item 7. Material to be Filed as Exhibits (see instructions)
- ------- ---------------------------------------------------
Voting Letter Agreement dated January 31, 2000.
<PAGE>
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 8, 2000 /s/ Steven C. Goebel
DATED: ________________________ ________________________________
Signature
Steven C. Goebel,
President of Saxer
Brewing Company
________________________________
Name/Title
January 31, 2000
Mr. Steve Goebel
4019 SW Downsview Court
Portland, OR 97221
Dear Steve:
In connection with the acquisition by Portland Brewing Company ("PBC")
of certain Assets of Saxer Brewing Company, the undersigned shareholders of PBC
agree to vote all shares of PBC Common Stock owned or acquired by them, for
Steve Goebel as a director of PBC, at each annual meeting of the shareholders of
PBC, or at any special meeting of the shareholders of PBC at which directors are
elected, held between the date of this letter agreement and January 31, 2003,
provided,
1. you are not in breach of the non-competition provisions included in
the Consulting Agreement between you and PBC (which non-competition
provisions are incorporated by reference in this letter agreement),
notwithstanding that the term of such Consulting Agreement may have
ended, and
2. you are not in breach of your fiduciary obligations to PBC.
This letter agreement is a voting agreement under ORS 60.257. This letter
agreement may be executed in two or more counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
instrument.
Harmer Mill & Logging Supply Co.
/s/ Robert Malcolm MacTarnahan /s/ Robert Scott MacTarnahan
______________________________ By:_____________________________
Robert Malcolm MacTarnahan Robert Scott MacTarnahan,
Vice President
1
<PAGE>
MACTARNAHAN FAMILY TRUST
/s/ Robert Scott MacTarnahan
____________________________
ROBERT SCOTT MACTARNAHAN
/s/ Robert M. MacTarnahan
By:_________________________________
Robert M. MacTarnahan, Trustee
MACTARNAHAN LIMITED PARTNERSHIP BLACK LAKE INVESTMENTS
/s/ Robert Malcolm MacTarnahan
_______________________________
By: Harmer Mill & Logging Supply Co. By: Robert Malcolm MacTarnahan,
Partner
/s/ Robert Scott MacTarnahan /s/ Robert Scott MacTarnahan
By:____________________________ ______________________________________
Robert Scott MacTarnahan, By: Robert Scott MacTarnahan, Partner
Vice President
/s/ Charles Anthony Adams ELECTRA PARTNERS, INC.
___________________________
CHARLES ANTHONY ADAMS /s/ Charles Anthony Adams
By:________________________________
Charles Anthony Adams, President
/s/ Charles Francis Adams III CHARLES A. ADAMS FAMILY TRUST
_____________________________
CHARLES FRANCIS ADAMS III /s/ Charles Anthony Adams
By:_______________________________
Charles Anthony Adams, Trustee
/s/ Katherine Maxwell Adams
___________________________
KATHERINE MAXWELL ADAMS
ACCEPTED AND AGREED:
/s/ Steve Goebel
___________________________ Dated: January 31, 2000
Steve Goebel
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