SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO._______)*
MICHIGAN BREWERY, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
594194 20 1
(CUSIP Number)
BLAIR A. MURPHY
1999 WALDEN DRIVE
GAYLORD, MICHIGAN 49735
(517) 731-0401
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 12, 1996
(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-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |X|. (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-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filed 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 page(s))
CUSIP No. 594194 20 1 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BLAIR A. MURPHY
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
|_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
635,007
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON --------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
635,007
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
635,007
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer
This Statement relates to the Common Stock of Michigan Brewery, Inc., a
Michigan corporation (the "Company"), which has its principal executive offices
at 1999 Walden Drive, Gaylord, Michigan 49735.
Item 2. Identity and Background
(a) This Statement is being filed by Blair A. Murphy (the
"Shareholder").
(b) The business address of the Shareholder is 1999 Walden Drive,
Gaylord, Michigan 49735.
(c) The present principal occupation or employment of the Shareholder
is urological surgeon in private practice.
(d) During the last five years, the Shareholder has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Shareholder was not 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 mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
(f) The Shareholder is a United States citizen.
Item 3. Source and Amount of Funds
The Shareholder purchased the securities described herein with personal
funds of $540,559 in cash.
Item 4. Purpose of Transaction
The Shareholder acquired the Common Stock for investment purposes.
(a) The Shareholder may acquire more shares of Common Stock or dispose
of Common Stock as business and market conditions dictate.
(b) The Shareholder 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 the Company or any of its
subsidiaries.
(c) The Shareholder 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 the
Company or any of its subsidiaries.
(d) The Shareholder 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
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing open vacancies on the board.
(e) The Shareholder 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 the Company.
(f) The Shareholder does not have any plans or proposals that relate to
or would result in any other material change in the Company's business or
corporate structure.
(g) The Shareholder does not have any plans or proposals that relate to
or would result in changes in the Company's charter or bylaws or other actions
which may impede the acquisition of control of the Company by any person.
(h) The Shareholder does not have any plans or proposals that relate to
or would result in causing a class of securities of the Company 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 Shareholder does not have any plans or proposals that relate to
or would result in a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act.
(j) The Shareholder 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) Number of Shares and Percentage of Common Stock Beneficially Owned
as of the date of this filing:
Name Shares Percentage
Blair A. Murphy 635,007 12.3%
(b) The Shareholder has the sole power to vote and to dispose of the
shares described herein.
(c) Not applicable.
(d) The Shareholder 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.
(e) Not applicable.
Item 6. Contracts, Arrangements or Understandings with Respect to Securities
of the Issuer
On June 17, 1996, the Shareholder entered into an escrow agreement with
the State of Minnesota which prohibits the transfer of the securities reported
herein until June 12, 1999.
Item 7. Material to be Filed as Exhibits
Exhibit I - Escrow Agreement
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: July 8, 1996
/s/ Blair A. Murphy
Blair A. Murphy
Director
Michigan Brewery, Inc.
EXHIBIT I
ESCROW AGREEMENT
THIS ESCROW AGREEMENT made and entered into this 7th day of June, 1996,
by and between William F. Rolinski, Blair A. Murphy, Casimer I. Zaremba, and
Henry T. Siwecki (herein collectively referred to as the "Depositors"); Norwest
Bank Minnesota, National Association, a corporate fiduciary with principal
offices in Minneapolis, Minnesota (hereinafter called the "Escrow Agent");
Michigan Brewery, Inc., a corporation with principal offices in Gaylord,
Michigan (hereinafter called the "Issuer") and the commissioner of commerce for
the State of Minnesota (hereinafter called the "commissioner");
WITNESSETH THAT:
Each of the Depositors is the owner of Common Stock of the Issuer and
each owns the number of shares of such security listed opposite his name on
Annex A, attached hereto and made a part hereof.
The Issuer has applied to the commissioner for registration of its
securities for sale to residents of Minnesota, and as a condition of
registration, the Depositors, the Escrow Agent and the Issuer agree to be bound
by this Agreement and the applicable rules and regulations of the commissioner.
Each of the Depositors has deposited the securities listed opposite his
name on Annex A with the Escrow Agent, and the Escrow Agent hereby acknowledges
receipt thereof. These securities are herein collectively referred to as
"escrowed securities."
THEREFORE, the parties agree as follows:
1. The Escrow Agent agrees to hold the escrowed securities until such
time as Escrow Agent shall receive a written release issued by the commissioner
permitting the release from escrow of all or a part of the escrowed securities
held under this Agreement. Upon receipt of such release, the Escrow Agent may
release to each Depositor all or a part of the escrowed securities in accordance
with the order of the commissioner.
Subject to the above provisions, the term of escrow under this
Agreement shall run for a period of three years from the date of the Order of
Registration, unless at an earlier date the Issuer shall have demonstrated
annual net earnings, after taxes and excluding extraordinary items, determined
in accordance with generally accepted accounting principles, for any two
consecutive years after the date of the Order of Registration, of at least five
percent (5%) on an amount determined by multiplying the total number of
outstanding shares of the Issuer, including the escrowed securities, by the
average price per share paid by public investors. The existence of the required
annual net earnings shall be demonstrated by certification to that effect
furnished to the commissioner by an independent certified public accountant or
an authorized officer of the Issuer. In addition, the Issuer and each of the
Depositors shall furnish the commissioner a written statement that none of the
escrowed securities nor any interests therein have been sold, transferred or
otherwise disposed of (except as permitted by paragraph 4) as a condition of the
release from escrow.
2. Notwithstanding any provision of paragraph 1, the commissioner may,
in his discretion, terminate the term of escrow with respect to all or any part
of the escrowed securities of any Depositor before the expiration of the period
of occurrence of the event specified in paragraph 1 and release such securities
if the commissioner determines that the release of such securities to the
Depositor(s) will not be detrimental to the Issuer, the public investors or any
other party concerned. At the time of release by the commissioner of any
securities from escrow, the application of this Agreement shall terminate with
respect to the securities so released.
3. While it is held in escrow pursuant to this Agreement, no escrowed
security nor any interest therein, nor any right or title thereto, may be sold
or transferred, by means of transfer of the security separate from the
certificate representing it or otherwise, without prior written release of the
commissioner, except that the release of the commissioner need not be obtained
to transfer escrowed shares by will or the laws of descent and distribution or
otherwise by order or process of any Court.
4. Upon receipt of such written release from the commissioner directing
that some or all of the escrowed securities of the Depositor held under this
Agreement be released for the purpose of transfer to another person against
concurrent deposit of the securities so transferred, the Escrow Agent may
release such securities but only against such deposit under this Agreement of
all of the transferred securities. The commissioner shall authorize such
transfer of the escrowed securities only upon receipt of a signed statement by
the proposed transferee that he or she has full knowledge of the terms of this
Agreement and that the proposed transferee accepts such securities subject to
the conditions of this Agreement.
5. The Depositors agree that they shall be entitled to receive cash and
property dividends with respect to the escrowed securities while such securities
are held in escrow pursuant to this Agreement to the same extent as other
security holders of the same class of security and that said cash or property
dividends shall be placed under the terms of this Agreement.
6. Upon declaration of any dividend in shares of the Issuer to which
the escrowed securities are entitled pursuant to a share dividend or split
authorized by a vote of the shareholders, the Depositors and the Escrow Agent
shall forthwith enter into a Supplemental Escrow Agreement, covering such share
dividend, which Supplemental Escrow Agreement shall incorporate all the
conditions of escrow contained in this Agreement. The shares received as
dividends shall be forthwith deposited in escrow with the Escrow Agent pursuant
to such Supplemental Escrow Agreement, and the Escrow Agent shall deliver to the
commissioner a receipt for the shares thus escrowed.
7. During the term of escrow, the Depositors shall not be entitled to
and hereby waive all rights to participate in any distribution of assets of the
Issuer in the event of liquidation, dissolution, or winding up, until the public
investors shall have received cash or property in an amount or value equal to
the price paid by public investors for securities purchased by such public
investors; and thereafter the Depositors shall participate without the public
investors until they shall have received cash or other property in an amount or
value equal to the price paid by the Depositors for the escrowed securities; and
thereafter the public investors and the Depositors shall participate equally
according to the terms of their securities. Any Depositor(s) seeking release of
all or any part of the escrowed securities pursuant to this paragraph 7 shall
furnish the commissioner a written statement that none of the escrowed
securities nor any interests therein have been sold, transferred (except as
provided in paragraph 4) or otherwise disposed of, without the consent of the
commissioner, as a condition of the release from escrow.
8. This Agreement shall not be construed to prohibit any Depositor from
participating in any distribution of securities of any corporation other than
the Issuer resulting from the sale of assets of the Issuer or a merger or
consolidation of the Issuer with or into any other corporation or corporations.
In the event of such a transaction, the Escrow Agent should obtain written
authorization from the commissioner prior to the release of the escrowed
securities, and, any such distribution payable in securities of any corporation
other than the Issuer paid with respect to the escrowed securities shall be
delivered to the Escrow Agent and held pursuant to a Supplemental Escrow
Agreement prepared and executed as described in paragraph 7. In the event of the
merger or consolidation of the Issuer with or into any other corporation or
corporations, any securities shall be delivered to the Escrow Agent and held
pursuant to a Supplemental Escrow Agreement prepared and executed as described
in paragraph 6.
9. The Escrow Agent may conclusively rely upon and shall be protected
in acting upon any statement, certificate, notice, request, consent, order, or
other document believed by it to be genuine and to have been signed or presented
by the proper party or parties. The Escrow Agent shall have no duty or liability
to verify any such statement, certificate, notice, request, consent, order, or
other document and its sole responsibility shall be to act only as expressly set
forth in this Agreement. The Escrow Agent shall be under no obligation to
institute or defend any action, suit, or proceeding in connection with this
Agreement unless first indemnified to its satisfaction. The Escrow Agent may
consult counsel in respect of any question arising under this Agreement and the
Escrow Agent shall not be liable for any action taken or omitted in good faith
upon advice of such counsel. All securities held by Escrow Agent pursuant to
this Agreement shall constitute trust property for the purposes for which they
are held and the Escrow Agent shall not be liable for any interest thereon.
10. The Escrow Agent shall be entitled to receive from the Company
reasonable compensation as set forth in Annex B, attached hereto and made a part
hereof, for its services as contemplated herein. In the event that the Escrow
Agent shall render any additional services not provided for herein or that any
controversy shall arise hereunder or that the Escrow Agent shall be made a party
or shall intervene in any action, suit or proceeding pertaining to this
Agreement, it shall be entitled to receive reasonable compensation from the
Company for such additional services.
11. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, their heirs, successors, and assigns.
12. This Agreement shall terminate in its entirety when all escrowed
securities covered hereby and by any Agreements supplemental hereto have been
released as provided in paragraph 1.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
Escrow Agent: Depositors:
NORWEST BANK MINNESOTA, /s/ William F. Rolinski
NATIONAL ASSOCIATION William F. Rolinski
By:/s/ Curt Schwegman /s/ Blair A. Murphy
Curt Schwegman Blair A. Murphy
Its: Corporate Trust Officer
/s/ Casimer I. Zaremba
and Casimer I. Zaremba
By: Not Applicable
Michelle Healy /s/ Henry T. Siwecki
Henry T. Siwecki
Its: Administrative Assistant
Issuer:
MICHIGAN BREWERY, INC.
By:/s/ William F. Rolinski
William F. Rolinski
Its: President and Chief Executive
Officer
Accepted for filing:
and
/s/ David B. Gruenes By:/s/ Anthony P. Dombrowski
David B. Gruenes Anthony P. Dombrowski
Commissioner of Commerce Its: Chief Financial Officer
ANNEX A
- -------------------------------------------------------------------------------
NAME COMMON STOCK (#)
- -------------------------------------------------------------------------------
William F. Rolinski 840,008
- -------------------------------------------------------------------------------
Casimer I. Zaremba 675,007
- -------------------------------------------------------------------------------
Dr. Blair A. Murphy 635,007
- -------------------------------------------------------------------------------
Henry T. Siwecki 136,989(1)
- -------------------------------------------------------------------------------
Total 2,287,011
- -------------------------------------------------------------------------------
(1) Includes 6,000 shares of Common Stock subject to currently exercisable
warrants.
ANNEX B
ESCROW FEE SCHEDULE
ACCEPTANCE FEE: $1,000.00
For initial services including examination of the Escrow Agreement and all
supporting documents this is a one-time fee payable upon the opening of the
account.
ADMINISTRATION FEE: $1,000.00*
An annual charge or any portion of a 12-month period thereof. This fee is
payable upon the opening of the account and annually thereafter. This charge is
not prorated for the first year.
* Assumes use of Norwest Funds for funds on deposit.
TRANSACTION FEE:
Wire transfer of funds $25.00
Asset transactions (purchases/sales/calls/etc) $20.00
No charge for Norwest Funds transactions other than those disclosed in the Fund
Prospectus.
EXTRAORDINARY SERVICES:
For any services other than those covered by the aforementioned, a special per
hour charge will be made to commensurate with the character of the service, time
required and responsibility involved. Such services include but are not limited
to excessive administrative time, attendance at closings, specialized reports
and record-keeping, unusual certifications, etc.
FEE SCHEDULE IS SUBJECT TO ANNUAL REVIEW AND ADJUSTMENT.
