UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
PORTLAND BREWING COMPANY
(Name of Issuer)
Common Stock
(Title of Class of Securities)
736 420 100
--------------
(CUSIP Number)
John D. Guinasso, Esq.
Schwabe, Williamson & Wyatt
1211 SW Fifth Avenue, Suites 1600-1800
Portland, Oregon 97204-3795
503-222-9981
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
<PAGE>
CUSIP No. 736 420 100
- ----------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Harmer Mill & Logging Supply Co. EIN 93-0401358
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization Oregon, United States of America
Number of 7. Sole Voting Power: 765,162
Shares Beneficially
Owned by 8. Shared Voting Power: 1,530,324
Each Reporting
Person With 9. Sole Dispositive Power: 765,162
10. Shared Dispositive Power: 1,530,324
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,341,088.5
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent of Class Represented by Amount in Row (11): 56.75%
14. Type of Reporting Person (See Instructions): CO
2
<PAGE>
CUSIP No. 736 420 100
- ----------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
MacTarnahan Family Trust EIN ###-##-####
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization Oregon, United States of America
Number of 7. Sole Voting Power 434,281
Shares Beneficially
Owned by 8. Shared Voting Power 1,906,807.5
Each Reporting
Person With 9. Sole Dispositive Power 434,281
10. Shared Dispositive Power 1,906,807.5
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,341,088.5
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent of Class Represented by Amount in Row (11) 56.75%
14. Type of Reporting Person (See Instructions): OO
3
<PAGE>
CUSIP No. 736 420 100
- ----------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Black Lake Investments EIN 93-1036865
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d
or 2(e)
6. Citizenship or Place of Organization Oregon, United States of America
Number of 7. Sole Voting Power 73,335
Shares Beneficially
Owned by 8. Shared Voting Power 2,267,753.5
Each Reporting
Person With 9. Sole Dispositive Power: 73,335
10. Shared Dispositive Power: 2,267,753.5
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,341,088.5
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent of Class Represented by Amount in Row (11): 56.75%
14. Type of Reporting Person (See Instructions): PN
4
<PAGE>
CUSIP No. 736 420 100
- ----------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
MacTarnahan Limited Partnership EIN 93-1133339
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization Oregon, United States of America
Number of 7. Sole Voting Power 43,848.75
Shares Beneficially
Owned by 8. Shared Voting Power 2,297,239.75
Each Reporting
Person With 9. Sole Dispositive Power 43,848.75
10. Shared Dispositive Power 2,297,239.75
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,341,088.5
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent of Class Represented by Amount in Row (11) 56.75%
14. Type of Reporting Person (See Instructions): PN
5
<PAGE>
CUSIP No. 736 420 100
- ----------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Robert Malcolm MacTarnahan
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization United States of America
Number of 7. Sole Voting Power 28,860
Shares Beneficially
Owned by 8. Shared Voting Power 2,312,228.5
Each Reporting
Person With 9. Sole Dispositive Power 28,860
10. Shared Dispositive Power 2,312,228.5
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,341,088.5
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent of Class Represented by Amount in Row (11) 56.75%
14. Type of Reporting Person (See Instructions): IN
6
<PAGE>
CUSIP No. 736 420 100
- ----------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Robert Scott MacTarnahan
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization United States of America
Number of 7. Sole Voting Power 114,573
Shares Beneficially
Owned by 8. Shared Voting Power 2,226,515.5
Each Reporting
Person With 9. Sole Dispositive Power 114,573
10. Shared Dispositive Power 2,226,515.5
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,341,088.5
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent of Class Represented by Amount in Row (11) 56.75%
14. Type of Reporting Person (See Instructions): IN
7
<PAGE>
CUSIP No. 736 420 100
- ----------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Electra Partners, Inc. EIN 93-0844341
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization Oregon, United States of America
Number of 7. Sole Voting Power 213,186.75
Shares Beneficially
Owned by 8. Shared Voting Power 2,127,901.75
Each Reporting
Person With 9. Sole Dispositive Power 213,186.75
10. Shared Dispositive Power 2,127,901.75
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,341,088.5
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent of Class Represented by Amount in Row (11) 56.75%
14. Type of Reporting Person (See Instructions): CO
8
<PAGE>
CUSIP No. 736 420 100
- ----------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Charles A. Adams Family Trust EIN ###-##-####
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization Oregon, United States of America
Number of 7. Sole Voting Power 666,192
Shares Beneficially
Owned by 8. Shared Voting Power 1,674,896.5
Each Reporting
Person With 9. Sole Dispositive Power 666,192
10. Shared Dispositive Power 1,674,896.5
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,341,088.5
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent of Class Represented by Amount in Row (11) 56.75%
14. Type of Reporting Person (See Instructions): OO
9
<PAGE>
CUSIP No. 736 420 100
- ----------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Charles Anthony Adams
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization United States of America
Number of 7. Sole Voting Power -0-
Shares Beneficially
Owned by 8. Shared Voting Power 2,341,088.5
Each Reporting
Person With 9. Sole Dispositive Power -0-
10. Shared Dispositive Power 2,341,088.5
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,341,088.5
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent of Class Represented by Amount in Row (11) 56.75%
14. Type of Reporting Person (See Instructions): IN
10
<PAGE>
Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D is being filed on behalf of the
undersigned to amend the Schedule 13D originally filed on September 3, 1998 (the
"Schedule 13D") regarding 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.
Capitalized terms used without definition in this Amendment No. 1 shall have the
meaning ascribed to them in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended by deleting paragraph
2) thereof (disclosing information regarding Harco Products, Inc. ("Harco")) and
replacing it in its entirety with the following:
2) MacTarnahan Family Trust. The MacTarnahan Family Trust is a trust
formed under the laws of the State of Oregon with its principal office located
at 11416 SW Lynnridge, Portland, OR 97225. The trustees for the MacTarnahan
Family Trust are Robert M. MacTarnahan and Ruth A. MacTarnahan. The principal
business of the trust is to hold and manage investments for its beneficiaries.
Neither the MacTarnahan Family Trust nor its trustees have, during the
past five years, been convicted in a criminal proceeding (excluding traffic
violations and misdemeanors), been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which such
person 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 2 of the Schedule 13D is further amended by deleting the defined
term "Trust" in paragraph 8) thereof. All references to the "Trust" in the
Schedule 13D and this Amendment No. 1 shall refer to the Adams Family Trust.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended to add the following:
The acquisition of Common Stock to which this Amendment No. 1 relates
was made in connection with the acquisition by the Company of all of the common
stock of Harco. The aggregate number of shares of Common Stock issuable in
connection with such transaction is 760,000 shares, valued at $.75 per share,
making for an aggregate consideration, which is subject to post-closing
adjustment, of $570,000. Any adjustment in the number of shares issued in
connection with the Company's acquisition of Harco will not be material.
As a result of such transaction, and because of the relationship
between the parties to such transaction, the MacTarnahan Family Trust has joined
the Group described in the Schedule 13D and Harco, which is now a wholly owned
subsidiary of the Company, is no longer a member of such group.
Item 4. Purpose of the Transaction
11
<PAGE>
Item 4 of the Schedule 13D is amended by adding the following:
The Common Stock to which this Amendment No. 1 relates was acquired 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 the Issuer
Item 5 of the Schedule 13D is amended and replaced in its entirety as
follows:
(a) Pursuant to Rule 13d-5(b)(1), each member of the Group is deemed to
be the beneficial owner of 2,341,088.5 shares of Common Stock, 88,735.5 of which
shares are beneficially owned as members of the Group have the right to acquire
such shares pursuant to options or warrants. The shares of Common Stock
beneficially owned by the Group represent 56.75% of the outstanding Common Stock
of the Company.
(b) The members of the Group together have the sole power to vote and
the sole power dispose of 2,341,088.5 shares of Common Stock. The Group shares
the power to vote and the power to dispose of 1,650 shares of Common Stock, 600
shares of which are owned by Jean R. MacTarnahan (Robert Scott MacTarnahan's
spouse) and 1,050 shares of which are owned by Charles Francis Adams III and
Katherine Maxwell Adams (Charles Anthony Adams' children). Jean R. MacTarnahan
is a citizen of the United States of America and her business address is 11416
SW Lynnridge, Portland, Oregon 97225. Each of Charles Francis Adams III and
Katherine Maxwell Adams is a citizen of the United States of America and their
residential address is 2662 SW Georgian Place, Portland, Oregon 97201.
In addition, Harmer and the Adams Family Trust each own 2,885 shares of
the Company's Series A Preferred Stock (the "Series A"). Each share of the
Series A is convertible on February 25, 2004 into fully paid and non-assessable
shares of Common Stock at a conversion rate of 100 shares of Common Stock for
each share of Series A. Because the Series A shares are not convertible into
Common Stock within 60 days of the date of this Amendment No. 1, in accordance
with Rule 13D-3(d)(1), they are not included in the aggregate beneficial
ownership of the Group.
Charles Anthony Adams owns options to purchase 36,000 shares of Common
Stock under the Company's Incentive Stock Option Plan. 33,750 of these options,
which were then excerisable, were included in the Schedule D. In May, 1999,
these options were repriced and the exercise date changed to May 26, 2000.
Because these options are not exercisable within 60 days of the date of this
Amendment No. 1, in accordance with Rule 13D-3(d)(1), they are not included in
the aggregate beneficial ownership of the Group.
See Items 7-10 on each of the cover pages to this Schedule 13D/A for
specific information as to the voting and dispositive power of each of the
Reporting Persons.
(c) The MacTarnahan Family Trust and Robert Scott MacTarnahan acquired
beneficial ownership of 434,281 and 108,573 shares of Common Stock,
respectively, directly from the Company in consideration for their shares of
Harco as described in Item 3 above. Any adjustment in the number of shares
issued in connection with the Company's acquisition of Harco will not be
material.
12
<PAGE>
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
In consideration of the MacTarnahan Limited Partnership and Harmer
entering into a Loan Restructuring Agreement with the Company, on November 18,
1998 the Reporting Persons and the other persons identified in Item 5(b) of the
Schedule 13D, entered into a voting agreement (the "Voting Agreement") pursuant
to which Electra, the Adams Family Trust, Charles Anthony Adams, and Charles
Anthony Adams' children, agreed to vote their Common Stock as directed by Robert
S. MacTarnahan or his successor. The Voting Agreement expires upon termination
of the Company's reimbursement obligation to Harmer and payment of amounts owing
under the Restructuring Agreement.
Item 7. Material to Be Filed as Exhibits
1) Voting Agreement, dated November 18, 1998 as amended as of December
6, 1999.
2) Joint Filing Agreement dated as of December 6, 1998.
13
<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.
/s/ R.M. MacTarnahan
- ---------------------------------- Harmer Mill & Logging Supply Co.
Robert Malcolm MacTarnahan
By: /s/ R. Scott MacTarnahan
-------------------------------------
Robert Scott MacTarnahan, Vice
President
/s/ R. Scott MacTarnahan
- ----------------------------------
Robert Scott MacTarnahan MacTarnahan Family Trust
By: /s/ R.M. MacTarnahan
-------------------------------------
Robert M. MacTarnahan, Trustee
/s/ C.A. Adams
- ---------------------------------- Black Lake Investments
Charles Anthony Adams
By: /s/ R.M. MacTarnahan
-------------------------------------
Robert Malcolm MacTarnahan, Partner
By: /s/ R. Scott MacTarnahan
-------------------------------------
Robert Scott MacTarnahan, Partner
MacTarnahan Limited Partnership
By: Harmer Mill & Logging Supply Co.
By: /s/ R.Scott MacTarnahan
--------------------------------
Robert Scott MacTarnahan,
Vice President
Electra Partners, Inc.
By: /s/ C.A. Adams
-------------------------------------
Charles Anthony Adams, President
Charles A. Adams Family Trust
By: /s/ C.A. Adams
-------------------------------------
Charles Anthony Adams, Trustee
14
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, each of the persons named below agrees to the joint filing of
a Statement on Schedule 13D (including amendments thereto) with respect to the
common stock of Portland Brewing Company, an Oregon corporation, and further
agrees that this Joint Filing Agreement be included as an exhibit to such
filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person
shall be responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate. This Joint Filing
Agreement may be executed in any number of counterparts, all of which together
shall constitute one and the same instrument.
[Remainder of this page intentionally left blank]
1 - JOINT FILING AGREEMENT
<PAGE>
Signature
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 6th day of December 1999.
Harmer Mill & Logging Supply Co.
/s/ R.M. MacTarnahan
- ------------------------------------
Robert Malcolm MacTarnahan By: /s/ R. Scott MacTarnahan
----------------------------------
Robert Scott MacTarnahan, Vice
President
/s/ R. Scott MacTarnahan
- ------------------------------------
Robert Scott MacTarnahan MacTarnahan Family Trust
By: /s/ R.M. MacTarnahan
----------------------------------
Robert M. MacTarnahan, Trustee
MacTarnahan Limited Partnership Black Lake Investments
By: Harmer Mill & Logging Supply Co.
/s/ R.M. MacTarnahan
By: /s/ R. Scott MacTarnahan -------------------------------------
--------------------------------- Robert Malcolm MacTarnahan, Partner
Robert Scott MacTarnahan,
Vice President
/s/ R. Scott MacTarnahan
-------------------------------------
Robert Scott MacTarnahan, Partner
/s/ C.A. Adams
- ------------------------------------
Charles Anthony Adams
Electra Partners, Inc. Charles A. Adams Family Trust
By: /s/ C.A. Adams By: /s/ C.A. Adams
--------------------------------- ---------------------------------
Charles Anthony Adams, President Charles Anthony Adams, Trustee
2 - JOINT FILING AGREEMENT
AMENDMENT NO. 1 TO
VOTING AGREEMENT
The undersigned hereby agree that the Voting Agreement dated as of
November 18, 1998 among them (the "Voting Agreement") shall be amended to delete
reference to Harco Products, Inc. as one of the MacTarnahan Parties and to add
the MacTarnahan Family Trust as one of the MacTarnahan Parties. The undersigned
also agree that Schedule 1 to the Voting Agreement shall be amended to provide
as follows:
Name Number of Shares Owned
Electra Partners, Inc. 180,300 Shares plus warrant to purchase
32,886.75 shares
Charles A. Adams Family Trust 666,192 shares
Charles A. Adams Option to purchase 36,000 shares
Charles Francis Adams III 525 Shares
Katherine Maxwell Adams 525 shares
R.M. MacTarnahan 22,860 shares plus an option to purchase
6,000 shares
Jean MacTarnahan 600 shares
R.S. MacTarnahan 97,714 shares plus an option to purchase
6,000 shares
MacTarnahan Limited Partnership Warrant to purchase 43,848.75 shares
Black Lake Investments 73,335 shares
Harmer Mill & Logging Co. 765,162 shares
MacTarnahan Family Trust 390,858 shares
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
6th day of December, 1999.
Harmer Mill & Logging Supply Co.
R.M. MacTarnahan By: /s/ R. Scott MacTarnahan
- ------------------------------------ ----------------------------------
Robert Malcolm MacTarnahan Robert Scott MacTarnahan, Vice
President
MacTarnahan Family Trust
/s/ R. Scott MacTarnahan By: /s/ R.M. MacTarnahan
- ------------------------------------ ----------------------------------
Robert Scott MacTarnahan Robert M. MacTarnahan, Trustee
MacTarnahan Limited Partnership Black Lake Investments
By: Harmer Mill & Logging Supply Co.
/s/ R.M. MacTarnahan
By: /s/ R. Scott MacTarnahan -------------------------------------
--------------------------------- Robert Malcolm MacTarnahan, Partner
Robert Scott MacTarnahan,
Vice President
/s/ R. Scott MacTarnahan
-------------------------------------
Robert Scott MacTarnahan, Partner
/s/ C.A. Adams
- ------------------------------------ Electra Partners, Inc.
Charles Anthony Adams
By: /s/ C.A. Adams
----------------------------------
Charles Anthony Adams, President
/s/ Charles Adams
- ------------------------------------ Charles A. Adams Family Trust
Charles Francis Adams III
By: /s/ C.A. Adams
---------------------------------
Charles Anthony Adams, Trustee
/s/ K.M. Adams
- ------------------------------------
Katherine Maxwell Adams
