<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Pyramid Breweries Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[PYRAMID BREWERIES LOGO]
PYRAMID BREWERIES INC.
91 SO. ROYAL BROUGHAM WAY
SEATTLE, WASHINGTON 98134
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO OUR SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of the shareholders of
Pyramid Breweries Inc. (the "Company") will be held at the Hyatt Regency
Bellevue at Bellevue Place, 900 Bellevue Way N.E., Bellevue, Washington on
Thursday, May 22, 1997 at 10:00 a.m., for the following purposes:
1. To elect two directors.
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only shareholders of record at the close of business on April 2, 1997 are
entitled to notice of and to vote at the meeting.
All shareholders are requested to be present in person or by proxy. For the
convenience of those shareholders who do not expect to attend the meeting in
person and desire to have their shares voted, a form of proxy and an envelope,
for which no postage is required, are enclosed. Any shareholder who later finds
that he or she can be present at the meeting, or for any reason desires to do
so, may revoke the proxy at any time before it is voted.
Please complete, sign, date and mail promptly the accompanying proxy card
in the return envelope furnished for that purpose, whether or not you plan to
attend the meeting. Your cooperation is appreciated since one-third of the
common stock must be represented, either in person or by proxy, to constitute a
quorum for the conduct of business.
By Order of the Board of Directors
/s/ John Stoddard
---------------------------------
John Stoddard
Chairman
April 14, 1997
<PAGE> 3
[PYRAMID BREWERIES LOGO]
PYRAMID BREWERIES INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 22, 1997
SOLICITATION AND REVOCATION OF PROXY
The enclosed proxies are solicited by the Board of Directors of Pyramid
Breweries Inc. (the "Company" or "Pyramid") to be voted at the annual meeting of
shareholders to be held on May 22, 1997, or any adjournments thereof (the
"Annual Meeting"). The individuals named as proxies are John Stoddard and George
Hancock. The accompanying notice of meeting, this Proxy Statement and the form
of proxy are being first sent to shareholders on or about April 17, 1997.
All shares represented by proxies received will be voted in accordance with
instructions contained therein. In the absence of voting instructions, the
shares will be voted for the nominees for director listed herein and on the
proxy. A shareholder giving a proxy has the power to revoke it at any time
before it is voted.
At the close of business on April 2, 1997, there were 8,207,935 shares of
common stock, par value $.01 per share (the "Common Stock"), outstanding, which
represent all of the voting securities of the Company. Each share of Common
Stock is entitled to one vote. Shareholders do not have cumulative voting rights
in the election of directors. Only shareholders of record at the close of
business on April 2, 1997 (the "Record Date") will be entitled to vote at the
Annual Meeting. The holders of a majority of the Common Stock issued and
outstanding and entitled to vote at the Annual Meeting, present in person or
represented by proxy, constitute a quorum.
In addition to mailing this material to shareholders, the Company has asked
banks and brokers to forward copies to persons for whom they hold stock of the
Company and request authority for execution of the proxies. The Company will
reimburse the banks and brokers for their reasonable out-of-pocket expenses in
doing so. Officers and regular employees of the Company may, without being
additionally compensated, solicit proxies by mail, telephone, telegram,
facsimile or personal contact. All reasonable proxy soliciting expenses will be
paid by the Company in connection with the solicitation of votes for the Annual
Meeting. The Company does not currently intend to employ any other party to
assist in the solicitation process.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of April 2, 1997, for (i) each person known to
the Company to own beneficially more than 5% of the Common Stock, (ii) each of
the Company's directors, and (iii) all of the Company's executive officers and
directors as a group. Except as otherwise noted, the named beneficial owner has
sole voting and investment
1
<PAGE> 4
power. Except as otherwise noted, the address of the named shareholder is c/o
Pyramid Breweries Inc., 91 South Royal Brougham Way, Seattle, Washington 98134.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
---------------------
NAME AND ADDRESS(1) NUMBER PERCENT
----------------------------------------------------------------- --------- -------
<S> <C> <C>
George Hancock................................................... 1,140,000 13.9%
John Stoddard(1)................................................. 1,181,750 14.4
John T. Bryce(1)................................................. 1,108,500 13.5
John E. Morse(2)(5).............................................. 433,550 5.3
Peter T. Morse(3)(5)............................................. 438,300 5.3
Marcia L. Ellis(3)............................................... 438,300 5.3
Janet Morse(2)................................................... 433,550 5.3
George C. Textor, Jr.(1)......................................... 5,500 *
Thomas Schwalm(6)................................................ 500 *
Don Burdick(7)................................................... 62,800 *
Derrick Chasan(8)................................................ 16,900 *
Brian Larson(9).................................................. 29,200 *
All executive officers and directors as a group (11
persons)(4).................................................... 5,333,598 65.0
</TABLE>
- - ---------------
* Less than 0.1%.
(1) Includes 2,500 vested options from the Non-Employee Directors Stock Option
Plan.
(2) John E. Morse and Janet Morse are married to each other and each may be
deemed to beneficially own the shares of Common Stock held by the other.
(3) Peter T. Morse and Marcia L. Ellis are married to each other and each may be
deemed to beneficially own the shares of Common Stock held by the other.
(4) Includes 157,098 shares subject to options exercisable within 60 days of
April 2, 1997.
(5) John E. Morse and Peter T. Morse were directors of the Company, but each
tendered his resignation from the Board of Directors of the Company
effective on February 29, 1996.
(6) Thomas Schwalm was appointed to the Board on February 4, 1997, as a Class II
director.
(7) Includes 61,500 vested options.
(8) Includes 16,400 vested options.
(9) Includes 28,700 vested options.
ELECTION OF DIRECTORS
The Board of Directors currently has five members. The Board is divided
into three classes. Initially, Class I directors were elected for one year,
Class II directors for two years and Class III directors for three years.
Successors to the class of directors whose term expires at any annual meeting
shall be elected for three-year terms. Each of Thomas Schwalm and John Stoddard
is nominated as a member of Class II to serve for a three-year term until the
annual meeting of the shareholders in 2000 and until his successor is elected
and qualified. Unless otherwise directed, the persons named in the proxy intend
to cast all proxies in favor of the nominees, Messrs. Schwalm and Stoddard.
Each of the nominees has indicated that he is willing and able to serve as
a director. If any nominee becomes unable or unwilling to serve, the
accompanying proxy may be voted for the election of such other person as shall
be designated by the Board of Directors. The Proxies being solicited hereby will
be voted for no more than two nominees at the 1997 Annual Meeting.
2
<PAGE> 5
VOTE REQUIRED
The two nominees receiving the largest number of votes cast, in person or
by proxy, at the Annual Meeting, assuming a quorum is present, will be elected
as Class II directors. Shareholders do not have cumulative voting rights in the
election of directors.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF ELECTION TO THE BOARD OF EACH OF
THE TWO NOMINEES.
DIRECTORS
The following table sets forth information regarding each nominee for
election as a director and each director whose term of office will continue
after the Annual Meeting.
<TABLE>
<CAPTION>
EXPIRATION
NAME CURRENT POSITION WITH COMPANY(1) AGE OF TERM
- - ----------------------------------------- ---------------------------------- --- ----------
<S> <C> <C> <C>
George Hancock........................... Chief Executive Officer, President 52 1999
& Director
John Stoddard............................ Chairman of the Board 37 1997
John T. Bryce............................ Director 46 1998
Thomas Schwalm........................... Director 53 1997
George C. Textor......................... Director 52 1998
</TABLE>
- - ---------------
(1) For a description of certain committees of the Board of Directors and the
members of such committees, see "Committees of the Board" below.
GEORGE HANCOCK has served as Chief Executive Officer since May 1992 and as
President since July 1995. He acted as Chairman of the Board of the Company from
July 1989 until July 1995 and has been a director since 1989. He was President
of Penknife Computing, Inc., a computer software company, from 1988 to May 1992.
Mr. Hancock was previously employed by the international accounting firm of
Coopers & Lybrand, where he was primarily responsible for management consulting
projects. Mr. Hancock was also the founder of two startup software companies in
England and the United States. He was awarded a Masters Degree in Business
Administration by Cranfield Institute of Technology, England in 1981. He
qualified as an accountant in England in 1967.
JOHN STODDARD has served as Chairman of the Board since July 1995 and as a
director of the Company since 1989. In January 1997, he became Chief Operating
Officer and is primarily responsible for brewery operations, sales and
construction of new breweries for the Company. Mr. Stoddard owned and operated
Paul Thomas Wines, Ltd. from July 1989 until the sale of the business to
Associated Vinters in 1994. Mr. Stoddard has substantial experience in real
estate development and construction. He was employed by Northwest Building
Corporation, a company primarily engaged in real estate investment, development,
and management, as its Director of Construction from 1982 to 1989.
JOHN T. BRYCE has been a director of the Company since 1989 and served as
President of the Company from July 1989 until August 1995. He has been active as
a consultant to the Board advising and assisting on the Company's expansion
program. Mr. Bryce received an undergraduate degree in Business Studies in
Marketing and Management and a Master of Science from the University of
Wisconsin.
GEORGE C. TEXTOR, JR. is a founding General Partner of Capstan Partners, a
private equity investment fund. From 1981 to 1988 Mr. Textor was a founding
General Partner and Senior Vice President in the Corporate Finance Department of
Cable Howse and Ragen (now Ragen MacKenzie Inc.), a regional investment banking
and brokerage firm. Prior to that he worked for Seattle Trust and Savings Bank
(now Key Bank) from 1971 to 1981 as a Commercial Lending Officer and Vice
President and Manager of the Bank's main branch. He is a graduate of Lehigh
University and received his MBA from the University of Washington.
3
<PAGE> 6
THOMAS SCHWALM has been a director of the Company since February 1997. Mr.
Schwalm founded Greenwich Beverage Group, a firm that provides consulting
services to the beverage industry, in 1993, and he also is a founder of South
Beach Beverage Co., which manufactures and distributes a line of non-alcoholic
teas and juices. During 1992 until it was sold in 1993, Mr. Schwalm served as
President of Barton Beers, Inc., the U.S. importer for, among others, Corona and
Tsing Tao. Barton Beers, Inc. also owned Steven's Point Brewing Company, a craft
brewer located in Wisconsin. From 1984 to 1992, Mr. Schwalm was Vice President
of Sales and Marketing for Dribeck Importers, Inc., the U.S. importer of Beck's
Beer. Before that, he spent two years as Group Marketing Director with The Stroh
Brewing Co. and fourteen years in various sales and marketing positions with
Jos. Schlitz Brewing Co., including four years as Old Milwaukee Brand Director.
The Company intends to appoint more directors, thereby increasing the size
of the Board of Directors. Messrs. Bryce, Schwalm and Textor are currently the
Company's independent directors.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has an Audit Committee and a Compensation Committee. The Audit
Committee, currently comprised of Messrs. Textor, Schwalm and Bryce, recommends
the selections of the Company's independent auditors and consults with the
independent auditors on the Company's internal accounting controls. The Audit
Committee met four times during 1996. The Compensation Committee, currently
comprised of Messrs. Schwalm and Textor, recommends to the Board salaries and
bonuses for the Company's executive officers and administers the Company's 1995
Employee Stock Option Plan. During 1996, the Compensation Committee acted by
unanimous consent two times and did not meet. During 1996, the Board of
Directors met five times. Each member of the Board of Directors attended at
least 75% of the Board meetings. Each member of the Board who also served on one
of the committees of the Board attended at least 75% of the total meetings of
all committees on which he served.
EXECUTIVE COMPENSATION
Compensation Summary. The following table summarizes the annual
compensation for services rendered during 1996 and 1995 for each of the
Company's chief executive officer and its four most highly compensated executive
officers whose salary and bonus exceeded $100,000 in 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------- ALL OTHER
NAME AND PRINCIPAL POSITION SALARY ($)(1) BONUS ($) COMPENSATION(2)
- - ------------------------------------------- ------------- --------- ---------------
<S> <C> <C> <C> <C>
George Hancock, Chief Executive Officer and
President................................ 1996 155,769 0 8,668
1995 150,000 22,225 9,810
Don Burdick, Chief Financial Officer and
VP....................................... 1996 139,092 0
1995 36,061 32,000
Derrick Chasan VP -- Marketing(3).......... 1996 123,432 0
1995 29,715 5,000
Brian Larson, Vice President -- Sales...... 1996 112,908 0 7,339
1995 97,816 20,000 8,143
</TABLE>
- - ---------------
(1) Includes a car allowance.
(2) Consists of the Company's matching and profit sharing contribution to the
401(k) plan.
(3) Mr. Chasan resigned from the Company, effective December 20, 1996.
GRANTS OF STOCK OPTIONS
There were no stock option grants to any named executive officers during
1996.
4
<PAGE> 7
YEAR END OPTIONS
The following table sets forth information concerning the number and value
of options held by the named executive officers on December 31, 1996. No options
were exercised by the named executive officers during the year ended December
31, 1996.
YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT YEAR END AT YEAR END(A)
----------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
George Hancock............................. 0 0 0 0
Don Burdick................................ 61,500 61,500 0 0
Derrick Chasan............................. 16,400 24,600 0 0
Brian Larson............................... 28,700 12,300 0 0
</TABLE>
- - ---------------
(A) The exercise price of these options is $19 per share of common stock. The
closing price on the NASDAQ National Market on December 31, 1996 was $3.75.
EXERCISE OF STOCK OPTIONS
No stock options were exercised by named executive officers during 1996.
EMPLOYMENT AGREEMENTS
Mr. Hancock has an employment agreement with the Company of indefinite
duration that provides for an annual base salary of $150,000. Mr. Hancock also
may receive a personal performance bonus of up to $20,000 and a corporate
performance bonus of up to $30,000 for calendar year 1997. The agreement has a
covenant not to compete during his employment and for a period one year
following the termination of employment. If Mr. Hancock's employment is
terminated without cause, he will receive his annual base salary for a period of
two years following the date of such termination.
Mr. Burdick has an employment agreement with the Company of indefinite
duration that provides for an annual base salary of $135,000. Mr. Burdick also
may receive a personal performance bonus of up to $10,000 and a corporate
performance bonus of up to $10,000 for calendar year 1997. The agreement has a
covenant not to compete during his employment and for a period of one year
following termination of his employment.
Mr. Chasan's employment with the Company terminated on December 20, 1996.
Mr. Chasan remains subject to a covenant not to compete for a period of one year
after the date his employment with the Company terminated.
Mr. Larson has an employment agreement with the Company of indefinite
duration that provides for a current annual base salary of $112,000. Mr. Larson
also may receive a personal performance bonus of up to $10,000 and a corporate
performance bonus of up to $10,000 for calendar year 1997. The agreement has a
covenant not to compete during his employment and for a period of one year
following termination of his employment.
COMPENSATION OF DIRECTORS
Each nonemployee director receives a fee of $385 for each Board meeting
attended. All directors are reimbursed for out of pocket expenses for each Board
meeting attended, and non-employee directors also participate in the
Non-Employee Directors Stock Option Plan ("Director Plan").
The Director Plan provides for grants of stock options covering 2,500
shares of Common Stock to be made automatically on the date of each annual
meeting of shareholders commencing with the 1996 annual shareholders meeting, to
each nonemployee director of the Company, so long as shares of Common Stock
remain available under the Directors Plan. The exercise price under each option
is the fair market value of the
5
<PAGE> 8
Common Stock on the date of grant. Each option expires in ten years after grant
or one year after the death of the recipient director. A total of 125,000 shares
of Common Stock are reserved for future grants of options under the Directors
Plan. During 1996, 7,500 options were granted under the Directors Plan: 2,500
shares to each Messrs. Bryce, Stoddard and Textor.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee during calendar 1996 were, from
time to time, Messrs. John Stoddard, John Morse, Peter Morse and George C.
Textor, Jr. On February 28, 1996, John Morse and Peter Morse resigned from the
Board of Directors. Effective March 7, 1996, Mr. Textor became a member of the
Compensation Committee. On February 4, 1997, Mr. Stoddard was replaced on the
Compensation Committee by Mr. Schwalm.
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors of the Company (the
"Committee") determined and administered the compensation of the Company's
executive officers during 1996.
Compensation Philosophy. The Committee endeavored to ensure that the
compensation programs for executive officers of the Company during 1996 were
effective in attracting and retaining key executives responsible for the success
of the Company and in promoting its long-term interests and those of its
shareholders. The Committee sought to align total compensation for management
with corporate performance. The Committee placed emphasis on variable,
performance-based components, such as stock option awards and cash bonuses, the
value of which could increase or decrease to reflect changes in corporate and
individual performances. These short- and long-term incentive compensation
programs were intended to reinforce management's commitment to enhancement of
profitability and shareholder value.
The Committee took into account various qualitative and quantitative
indicators of corporate and individual performance in determining the level and
composition of compensation for the Company's executive officers during 1996.
While the Committee considered such corporate performance measures as net
income, margins and rate of revenue increase, the Committee did not apply a
specific quantitative formula in making compensation decisions. The Committee
also recognized qualitative factors, such as demonstrated leadership ability.
Base salaries for the executive officers were established at levels
considered appropriate in light of the duties and scope of responsibilities of
each officer's position and the salaries paid to comparable officers by
companies which are competitors of the Company. Salaries are reviewed
periodically and adjusted as warranted to reflect individual performance. The
Committee focused primarily on total annual compensation, including incentive
awards, rather than base salary alone, as the appropriate measure of executive
officer performance and contribution.
From time to time, executive officers have been eligible to receive
incentive compensation awards under the Company's annual bonus plan and stock
option plan, based upon corporate and individual performance. In approving
grants and awards under the bonus plan and the option plan, the Committee
considered the quantitative and qualitative factors and industry comparisons
related to sales and earnings growth.
In general, compensation payments in excess of $1 million to the CEO are
subject to a limitation on deductibility for the Company under Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"). However, certain
performance based compensation is not subject to such limitation. The Company's
stock option plan currently qualifies for such performance based exception. The
Company does not expect that its cash compensation payable to the CEO will
exceed the $1 million limitation during fiscal 1997.
Chief Executive Officer Compensation. In evaluating the compensation of
George Hancock, President and Chief Executive Officer of the Company for 1996,
the Committee placed particular emphasis on Mr. Hancock's strong leadership in
managing the business and the expansion of the Company's distribution network
and brewing capacity.
6
<PAGE> 9
In particular, the Committee noted that the Company's distribution now
spans 31 states, up from 11 states at the beginning of 1996. In addition, the
new pub and brewing facility located in Berkeley, California, which opened in
February, 1997, increased the Company's production capacity by approximately
80,000 barrels per year. However, due to the more competitive market facing
craft brewers, the Company's 1996 gross sales increased by only 2.4% over 1995,
and net income for 1996 decreased by 28.9% to $2.7 million for 1996, compared to
$3.8 million in 1995. Mr. Hancock is eligible to receive, but was not awarded,
stock options.
In accordance with the compensation philosophy described above, the
Committee kept Mr. Hancock's base salary at its 1995 level of $150,000 for 1996,
and did not award a cash bonus for personal or corporate performance.
1996 Compensation Committee
John Stoddard
George C. Textor, Jr.
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return (stock
price appreciation plus dividends) on the Common Stock with the cumulative total
return of the S&P 500 Index and the following group of peer companies (based on
weighted market capitalization) selected by the Company: Boston Beer Company,
Pete's Brewing Company, Redhook Ale Brewery Incorporated, Big Rock Brewery,
Ltd., Minnesota Brewing Company.
COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG PYRAMID BREWERIES INC., THE S&P 500 INDEX AND A PEER GROUP
<TABLE>
<CAPTION>
MEASUREMENT PERIOD PYRAMID
(FISCAL YEAR COVERED) BREWERIES, INC. PEER GROUP S&P 500
<S> <C> <C> <C>
12/14/95 100 100 100
12/95 84 91 100
12/96 21 43 123
</TABLE>
- - ---------------
* $100 invested on 12/14/95 in stock or index -- including reinvestment of
dividends. Fiscal year ending December 31.
7
<PAGE> 10
RELATED PARTY TRANSACTIONS
During fiscal year 1996, the Company paid off Notes held by Shareholders
that were originally issued to Shareholders as a dividend for retained S
corporation earnings of the Company for the period from January 1, 1993 through
November 30, 1995. In addition to the principal payments described below, the
Company paid a total of $33,940 in interest during fiscal year 1996 on the
referenced loans. As of December 31, 1996, there were no loans to the Company by
the Company's directors, executive officers or shareholders.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
SHAREHOLDER LOAN REPAID
---------------------------------------------------- -------------------
<S> <C>
George Hancock...................................... $ 1,000,000
John Stoddard....................................... 689,876
John T. Bryce....................................... 1,000,000
John Morse.......................................... 1,000,000
Peter Morse......................................... 1,000,000
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under SEC rules, the Company's directors, executive officers and beneficial
owners of more than 10% of any equity security of the Company are required to
file periodic reports of their ownership, and changes in that ownership, with
the SEC. Based solely on its review of copies of these reports and
representations of such reporting persons, the Company believes that during
fiscal 1996 such SEC filing requirements were satisfied with the following
exceptions: Mr. Textor, a director of the Company, filed his Form 3 late and Mr.
Burdick, an executive officer of the Company, filed a late Form 4 with respect
to one transaction.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Shareholder proposals intended to be presented at the 1998 Annual Meeting
of Shareholders must be received by the Company no later than December 31, 1997.
Proposals may be mailed to the Company, to the attention of the Secretary, 91
So. Royal Brougham Way, Seattle, Washington 98134.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no
matters which will be presented for consideration at the Annual Meeting other
than the proposals set forth in this Proxy Statement. If any other matters
properly come before the meeting, it is intended that the persons named in the
proxy will act in respect thereof in accordance with their best judgment.
By Order of the Board of Directors
/s/ John Stoddard
----------------------------------
John Stoddard
Chairman
8
<PAGE> 11
DIRECTIONS TO
PYRAMID BREWERIES INC. ANNUAL MEETING OF STOCKHOLDERS
HYATT REGENCY BELLEVUE AT BELLEVUE PLACE, REGENCY BALLROOM
900 Bellevue Way N.E.
Bellevue, WA 98004
(206) 462-1234
[Map to Hyatt Regency, Bellevue WA]
There are three freeways that access the hotel. You may approach from I-90
(East-West), I-405 (North-South) and State Route 520 (East-West). Take I-405 if
you are coming from a location North or South of Bellevue. If you are coming
from downtown Seattle, take I-90 or State Route 520, whichever is closest.
I-405
Take the N.E. 8th St. Exit, Westbound over the bridge, which puts you on N.E.
8th St. Stay on N.E. 8th St. going West. At the cross street of 106th Ave. N.E.,
you will see a Washington Mutual Bank on the right hand side. The next driveway
after the Bank will be the entrance to the Bellevue Place complex. You may enter
and park here. You will see signs directing you toward the hotel elevator which
brings you into the hotel lobby. From the hotel lobby, take the stairs or
elevator to the third floor and the Regency Ballroom.
I-90 EASTBOUND
Take 1-405 North. Take N.E. 8th Street Westbound and proceed as directed above.
SR 520
Take 1-405 South. Take N.E. 8th Street Westbound and proceed as directed above.
SEA-TAC AIRPORT
Follow "To All Freeways" sign and take the I-405 North Exit at Southcenter
and proceed as directed above.
THREE HOURS OF VALIDATED SELF-PARKING IS AVAILABLE IN THE HOTEL PARKING GARAGE.
FOR VALIDATION, PLEASE BRING YOUR PARKING TICKET TO THE PYRAMID BREWERIES INC.
SIGN-IN DESK LOCATED JUST OUTSIDE THE REGENCY BALLROOM.
<PAGE> 12
PROXY
PYRAMID BREWERIES INC.
91 SO. ROYAL BROUGHAM WAY
SEATTLE, WASHINGTON 98134
FOR THE ANNUAL MEETING TO BE HELD THURSDAY, MAY 22, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE COMPANY
Revoking any such prior appointment, the undersigned, a shareholder of Pyramid
Breweries Inc., hereby appoints John Stoddard and George Hancock and either of
them, attorneys and agents of the undersigned, will full power of substitution,
to vote all shares of the Common Stock of the undersigned in said Corporation at
the Annual Meeting of Shareholders of said Corporation to be held at the Hyatt
Regency Bellevue at Bellevue Place, 900 Bellevue Way N.E., Bellevue, Washington,
on May 22, 1997 at 10:00 A.M. local time and at any adjournments thereof, as
fully and effectually as the undersigned could do if personally present and
voting, hereby approving, ratifying and confirming all that said attorneys and
agents or their substitutes may lawfully do in place of the undersigned as
indicated below.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
- - -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 13
Please mark
your vote as [ X ]
indicated in
this manner
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS INDICATED, THIS PROXY WILL BE VOTED FOR THE FOLLOWING PROPOSAL;
FOR WITHHOLD VOTE
Proposal 1. Election of the Board of Directors: [ ] [ ]
Nominees: John Stoddard,
Thomas Schwalm
(Instruction: to withhold authority to vote for any
individual nominee, write the nominee's name in
the space provided below.)
____________________________________________________
With respect to the transaction of such other business as may properly come
before the Meeting, Proxyholder, in his sold discretion, will vote the proxy as
he may see fit. When shares are held by joint tenants, both should sign. When
signing as attorney, as executor, administrator, trustee or guardian, please
give full title as such; if a corporation, please sign in full corporate name
by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
YOUR NAME AND ADDRESS ARE SHOWN AS
REGISTERED - PLEASE NOTIFY THE CORPORATION OF
ANY CHANGE IN YOUR ADDRESS.
Signature________________Signature if held jointly_____________Dated______, 1997
Please sign exactly as name appears.
- - --------------------------------------------------------------------------------
FOLD AND DETACH HERE
