<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934
Pyramid Breweries, Inc.
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
747135101
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(CUSIP Number)
Robert G. Hutchins
Gordon, Thomas, Honeywell, Malanca,
Peterson & Daheim, P.L.L.C.
Suite 2200, Wells Fargo Plaza
1201 Pacific Avenue
Tacoma, Washington 98402
(253) 572-5050
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 28, 1999
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13D-l(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement. [ ] (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(a) 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 the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Sugar Mountain Capital, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
a. 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:
Washington
NUMBER OF SHARES BENEFICIALLY 7. SOLE VOTING POWER: -0-
OWNED BY EACH REPORTING 8. SHARED VOTING POWER: 1,607,600
PERSON WITH: 9. SOLE DISPOSITIVE POWER: -0-
10. SHARED DISPOSITIVE POWER: 1,607,600
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,607,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
19.5%
14. TYPE OF REPORTING PERSON:
OO
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1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Kurt B. Dammeier
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
a. X
3. SEC USE ONLY:
-----------------------------------------------------------------------
4. SOURCE OF FUNDS:
N/A
6. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e):
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
USA
NUMBER OF SHARES BENEFICIALLY 7. SOLE VOTING POWER:
OWNED BY EACH REPORTING 8. SHARED VOTING POWER: 1,607,600
PERSON WITH: 9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 1,607,600
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,607,600
13. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
19.5%
14. TYPE OF REPORTING PERSON:
IN
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ITEM I. SECURITY AND ISSUER
This Schedule 13D relates to the shares of voting common stock, without par
value, (the "Common Shares"), of Pyramid Breweries, Inc., a Washington
corporation (the Issuer"). The address of the principal executive offices of the
Issuer is 91 South Royal Brougham Way, Seattle, Washington 98134.
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this statement and the persons enumerated in Instruction C of
Schedule 13 D, and where applicable, their respective places of organization,
general partners, directors, executive officers and controlling persons, and the
information regarding them, are as follows:
(a) Sugar Mountain Capital, LLC, a Washington limited liability company
("Sugar Mountain"); and Kurt B. Dammeier ("Dammeier").
(b) The business address of both Sugar Mountain and Dammeier is 2415
Carillon Point Kirkland, WA, 98039.
(c) Sugar Mountain is a private investment company. Dammeier is the legal
owner and sole managing member of Sugar Mountain.
(d) During the last five years, neither Sugar Mountain nor Dammeier has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, neither Sugar Mountain nor Dammeier was
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which either was or is 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.
(f) Dammeier is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source and amount of funds used in purchasing the Common Shares were
as follows:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
PURCHASER SOURCE OF FUNDS AMOUNT
------------------------------------------------------------------------------
<S> <C> <C>
Sugar Mountain WC $3,540,782.14
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Dammeier N/A N/A
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</TABLE>
ITEM 4. PURPOSE OF TRANSACTION
In the transactions disclosed in Item 5, the Common Shares were acquired
for investment. Subject to the price, Sugar Mountain has determined to acquire
an indefinite number of additional Common Shares, from time to time, also for
investment. Subject to applicable law, Sugar Mountain may dispose of any or all
such Shares at any time, and from time to time, in response to changing market
conditions. Such acquisitions or dispositions may be made in negotiated
transactions entered with other holders of the Common Shares, and/or in open
market transactions executed through broker-dealers.
The 800,000 Shares disclosed in Item 5 as having been acquired by Sugar Mountain
on May 12, 1999 were purchased from John Bryce, a director of the Issuer, in a
negotiated transaction proposed by Sugar Mountain through Dammeier on May 7,
1999, and closed through a broker-dealer. Except as set forth in the preceding
sentence, Sugar Mountain has not entered any agreement or relationship, or
reached any understanding, with any other seller or purchaser, to acquire or
dispose of any Common Shares. All other transactions disclosed in Item 5
consisted of open market purchases.
Sugar Mountain may propose the election of Dammeier, or another Sugar
Mountain nominee, to the board of directors of the Issuer, but it has not
obtained any proxy, entered any voting or other agreement or relationship, or
reached any understanding, with any other person to cause such election.
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Except as set forth in the preceding two paragraphs, Sugar Mountain has
no plan to initiate, has not proposed, and has not entered any agreement, or
reached any understanding, with any other person with respect to any
acquisition, disposition, extraordinary corporate transaction, material sale or
transfer, other material change, delisting, termination, or similar action
affecting the Issuer within the meaning of this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The beneficial ownership of the Common Shares of the persons named in
Item 2 of this statement is as follows at the date hereof:
<TABLE>
<CAPTION>
Aggregate
Beneficially Owned Voting Power Dispositive
-------------------- ----------------------- ---------------------
Name Number Percent Sole Shared Sole Shared
- ------------------ ------ ------- ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
Sugar Mountain 1,607,600 19.5% -0- 1,607,600 -0- 1,607,600
Dammeier 1,607,600 19.5% -0- 1,607,600 -0- 1,607,600
</TABLE>
The persons filing this statement effected the following transactions in the
Common Shares on the dates indicated, and such transactions are the only
transactions by the persons filing this statement in the Common Shares since
April 20, 1999:
<TABLE>
<CAPTION>
PURCHASE OR NUMBER OF
NAME SALE DATE SHARES PRICE PER SHARE
- --------------------- --------------- --------------- -------------- ----------------
<S> <C> <C> <C> <C>
Sugar Mountain P 4/23/99 50,000 $1.750
Sugar Mountain P 4/26/99 25,000 $1.750
Sugar Mountain P 4/28/99 9,000 $1.750
Sugar Mountain P 5/4/99 35,000 $1.748
Sugar Mountain P 5/7/99 11,000 $1.804
Sugar Mountain P 5/11/99 30,000 $2.250
Sugar Mountain P 5/11/99 50,000 $2.015
Sugar Mountain P 5/11/99 50,000 $2.237
Sugar Mountain P 5/12/99 25,000 $2.375
Sugar Mountain P 5/12/99 100,000 $2.305
Sugar Mountain P 5/12/99 800,000 $2.500
</TABLE>
All transactions were executed on the Nasdaq National Market.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Operating Agreement for Sugar Mountain was entered between Dammeier as a
member and "Manager," and Dammeier as a member and Trustee of the Kurt B.
Dammeier and Leslie M. Dammeier Children's Trust. The Operating Agreement vests
authority to manage the business of Sugar Mountain exclusively in Dammeier as
Manager. Such authority includes the authority to acquire and dispose of the
Common Shares. Sugar Mountain has no other members.
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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Joint Filing Agreement respecting this Amendment No. 1 to Schedule 13D and all
amendments entered between Sugar Mountain and Dammeier.
SlGNATURE
After reasonable inquiry and to the best of my knowledge, I certify that
the information set forth in this statement is true, complete and correct.
DATE: May 18, 1999
SUGAR MOUNTAIN CAPITAL, LLC
By: /s/ Kurt B. Dammeier
-----------------------------------
Kurt B. Dammeier, Manager
/s/ Kurt B. Dammeier
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KURT B. DAMMEIER
JOINT FILING AGREEMENT
In accordance with Rule 13d-l(k)(iii) under the Securities Exchange Act
of 1934, the persons named below agree that the foregoing statement on Schedule
13D, and any amendment thereof, may be filed on behalf of each of them, and that
this Joint Filing Agreement shall be included as an exhibit to such statement,
and any such amendment.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement as of the 18th day of May, 1999.
SUGAR MOUNTAIN CAPITAL, LLC
By: /s/ Kurt B. Dammeier
----------------------------------------
Kurt B. Dammeier, Manager
KURT B. DAMMEIER
/s/ Kurt B. Dammeier
----------------------------------------
Kurt B. Dammeier
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