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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
Under the Securities Exchange Act of 1934
Pyramid Breweries, Inc.
-----------------------
(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
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 7, 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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SCHEDULE 13D
CUSIP No. 747135101 PAGE 2 OF 6 PAGES
- --------------------------------------------------------------------------------
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]
(b) [ ]
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER:
-0-
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER:
BENEFICIALLY 1,607,600
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING -0-
PERSON ----------------------------------------------------------
WITH 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:
00
- --------------------------------------------------------------------------------
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SCHEDULE 13D
CUSIP No. 747135101 PAGE 3 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Kurt B. Dammeier
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY:
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS:
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
USA
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7 SOLE VOTING POWER:
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER:
BENEFICIALLY 1,607,600
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER:
1,607,600
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,607,600
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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%
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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, 98033.
(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>
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PURCHASER SOURCE OF FUNDS AMOUNT
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<S> <C> <C>
Sugar Mountain WC $3,540,782.14
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Dammeier N/A N/A
----------------------------------------------------------------------
</TABLE>
ITEM 4. PURPOSE OF TRANSACTION
In the transactions disclosed in Item 5, the Common Shares were acquired
for investment. Subject to the price, and to applicable law, 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.
During the period May 18, 1999 to December 7, 1999 Dammeier, on behalf
of Sugar Mountain, engaged in a series of discussions, both in person and by
telephone, with all of the directors of the Issuer, including George Hancock.
The purpose of these discussions was to enlist support for Dammeier's
replacement of Hancock on the Board of Directors of the Issuer. On December 7,
1999, Hancock resigned his positions as a director, Chairman of the Board of
Directors, and Chief Executive Officer of the Issuer. On
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the same day, Dammeier was appointed to fill Hancock's unexpired terms of office
as a director, and as Chairman of the Board of Directors. While retained in
those capacities, Dammeier will take an active role in the affairs of the
Issuer.
Dammeier will stand for election as a director at the annual meeting of
shareholders of the Issuer scheduled for April 25, 2000. Sugar Mountain has not
received any proxy or entered any voting agreement to cause Dammeier's election,
or to support or defeat any other shareholder nomination, proposal or
resolution. Sugar Mountain is not party to any other agreement or understanding
with any person to gain control of the Issuer, or to cause an acquisition,
disposition, delisting, termination, or similar action affecting the Issuer
within the meaning of this Item.
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
SEUCRITIES 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
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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.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Joint Filing Agreement respecting this Amendment No. 2 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: February 16, 2000
SUGAR MOUNTAIN CAPITAL, LLC
By: /s/ Kurt B. Dammeier
-------------------------------
Kurt B. Dammeier, Manager
/s/ Kurt B. Dammeier
-----------------------------------
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 16th day of February, 2000.
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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