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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(a)
(AMENDMENT NO. ____)*
Founders Food & Firkins Ltd.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
350551 10 7
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(CUSIP Number)
Steven J. Wagenheim
5831 Cedar Lake Road
St. Louis Park, Minnesota 55416
(612) 525-2670
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 6, 2000
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
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*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).
(Continued on following pages)
Page 1 of 31 Pages
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CUSIP No. 350551 10 7 13D Page 2 of 31 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BREWING VENTURES LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, OO
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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
MINNESOTA
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7 SOLE VOTING POWER
NUMBER OF 1,662,500
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ---------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,662,500
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,662,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is Common Stock. The issuer is Founders Food & Firkins Ltd., a
Minnesota corporation ("Founders"), which has its principal executive
offices at 5831 Cedar Lake Road, St. Louis Park, Minnesota 55416.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed by Brewing Ventures LLC, a
Minnesota limited liability company (the "Reporting Person"). The
Reporting Person was organized to contribute its restaurant
concept to Founders.
(b) The business address of the Reporting Person is 5831 Cedar Lake
Road, St. Louis Park, Minnesota 55416.
(c) The attached Schedule I is a list of the members of the Reporting
Person who exercise control over the Reporting Person. The
business address of each such person is 5831 Cedar Lake Road, St.
Louis Park, Minnesota 55416. Schedule I contains the following
information:
(i) name; and
(ii) present principal occupation or employment and, if other
than Founders, the name, principal business and address of
any corporation or other organization in which such
employment is conducted.
(d) During the last five years, neither the Reporting Person nor, to
the best of the Reporting Person's knowledge, any person named on
Schedule I has been convicted in a criminal (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Person nor, to
the best of the Reporting Person's knowledge, any person named on
Schedule I has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
Page 3 of 31 Pages
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mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Each person named on Schedule I is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 29, 1997, Founders issued to the Reporting Person 850,000
shares of common stock and a warrant to purchase 1,000,000 shares of
common stock in exchange for the Reporting Person's contribution of its
restaurant concept and all proprietary data, know-how, business plans,
and research and development in connection therewith. On August 13,
1997, the Reporting Person made a capital contribution to Founders in
the amount of $200,000. Concurrent with Founders' initial public
offering, the Reporting Person tendered 187,500 of its shares to
Founders in payment of the exercise price of its warrant to purchase
1,000,000 shares. As a result, the Reporting Person owned 1,662,500
shares of Founders' common stock as of the date hereof.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the securities described herein for
investment purposes.
(a) The Reporting Person may acquire more shares of Common Stock or
dispose of Common Stock as business and market conditions dictate.
(b) The Reporting Person does not have any plans or proposals that
relate to or would result in an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation,
involving Founders or any of its subsidiaries.
(c) The Reporting Person does not have any plans or proposals that
relate to or would result in a sale or transfer of a material
amount of assets of Founders or of any of its subsidiaries.
(d) The Reporting Person does not have any plans or proposals that
relate to or would result in any change in the present board of
directors or management of Founders, including any plans or
proposals to change the number or term of directors or to fill any
existing vacancies on the board.
(e) The Reporting Person does not have any plans or proposals that
relate to or would result in any material change in the present
capitalization or dividend policy of Founders.
Page 4 of 31 Pages
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(f) The Reporting Person does not have any plans or proposals that
relate to or would result in any other material change in
Founders's business or corporate structure.
(g) The Reporting Person does not have any plans or proposals that
relate to or would result in changes in Founders's charter or
bylaws or other actions which may impede the acquisition of
control of Founders by any person.
(h) The Reporting Person does not have any plans or proposals that
relate to or would result in causing a class of securities of
Founders to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association.
(i) The Reporting Person does not have any plans or proposals that
relate to or would result in a class of equity securities of
Founders becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act.
(j) The Reporting Person does not have any plans or proposals that
relate to or would result in any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Reporting Person beneficially owned
1,662,500 shares of Common Stock, representing 44.0% of the class.
As of the date hereof, Arthur E. Pew III, one of the persons
named on Schedule I, beneficially owned 15,000 shares of Common
Stock which were purchasable pursuant to the exercise of stock
options, representing 0.4% of the class.
(b) The Reporting Person has sole power to vote and to dispose of all
of its shares; Mr. Pew has sole power to vote and to dispose of
all of his shares.
(c) See Item 3.
(d) The Reporting Person knows of no person who has the right to
receive or the power to direct the receipt of dividends from or
the proceeds from the sale of the shares reported herein.
(e) Not applicable.
Page 5 of 31 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF
THE ISSUER.
The Reporting Person is governed by a Member Control Agreement, dated
June 26, 1997, by and among Steven J. Wagenheim, William E. Burdick,
Mitchel I. Wachman, Timothy Cary, Eric LeClair and Arthur Nermoe,
attached hereto as Exhibit 1. The Member Control Agreement was amended
by Amendment No. 1 thereto, dated August 15, 1997, by and among Steven
J. Wagenheim, William E. Burdick, Mitchel I. Wachman, Timothy Cary,
Eric LeClair, Arthur Nermoe and Arthur E. Pew, III, attached hereto as
Exhibit 2. Each membership interest is equal in all respects and the
members' respective governance rights and financial rights are in
proportion to their percentage interests as set forth on Schedule 1 to
the Member Control Agreement. A member is not entitled to withdraw or
demand the return of any part of his capital contribution or to receive
any distribution from the Reporting Person. Each member who was not
otherwise fully vested in his membership interest became fully vested
upon Founders' initial public offering. Net losses and net income are
allocated to the members in proportion to their percentage interests in
the Reporting Person. A member may transfer all or any portion of his
membership interest to another member without the consent of the other
members and without offering such membership interest to the Reporting
Person or the remaining members. The Board of Governors must
unanimously approve the admission of additional members. Upon the
request of any member having at least a 25% membership interest in the
Reporting Person, the Reporting Person will liquidate.
The shares reported herein as beneficially owned by the Reporting Person
and Arthur E. Pew III are subject to an escrow agreement with the
Commissioner of Commerce for the State of Minnesota. The Reporting
Person and Mr. Pew entered into the escrow agreement as a condition of
registration of the initial public offering of Founders. The term of
escrow runs for a period of three years from the effectiveness of such
offering, unless at an earlier date Founders demonstrates annual net
earnings for any two consecutive years after the effectiveness of such
offering of at least 5%.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Member Control Agreement of Brewing Ventures LLC, dated
June 26, 1997.
Exhibit 2 Amendment No. 1 to Member Control Agreement of Brewing
Ventures LLC, dated August 15, 1997.
Exhibit 3 Escrow Agreement by and among Founders Food & Firkins Ltd.,
Brewing Ventures LLC, Arthur E. Pew III, Associated Bank
Minnesota and the Commissioner of Commerce for the State of
Minnesota, dated June 6, 2000.
Page 6 of 31 Pages
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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.
Dated: June 6, 2000 BREWING VENTURES LLC
/s/ Steven J. Wagenheim
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Steven J. Wagenheim
Member
Page 7 of 31 Pages
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SCHEDULE I
Controlling Members of Brewing Ventures LLC
<TABLE>
<CAPTION>
NAME Occupation or Employment
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<S> <C>
William E. Burdick Chairman of the Board, Brewmaster and Director of
Founders
Steven J. Wagenheim President, Chief Executive Officer and Director of
Founders
Mitchel I. Wachman Chief Financial Officer, Secretary and Director of
Founders
Arthur E. Pew III Director of Founders
</TABLE>
Page 8 of 31 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1 Member Control Agreement of Brewing Ventures LLC, dated June 26,
1997.
2 Amendment No. 1 to Member Control Agreement of Brewing Ventures
LLC, dated August 15, 1997.
3 Escrow Agreement by and among Founders Food & Firkins Ltd.,
Brewing Ventures LLC, Arthur E. Pew III, Associated Bank Minnesota
and the Commissioner of Commerce for the State of Minnesota, dated
June 6, 2000.
</TABLE>
Page 9 of 31 Pages
