<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Perry's Majestic Beer, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value of $0.0001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
715072 104
- --------------------------------------------------------------------------------
(CUSIP Number)
Anne P. Hovis, Perry's Majestic Beer, Inc., 100 Plaza Drive, Second Floor,
Secaucus, NJ 07094, (201)866-1300
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 7, 1998
- --------------------------------------------------------------------------------
(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 (S)(S)240.13d-1(e), 240.13d-1(f) or
240.13d-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 (S)240.13d-7 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 to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
Page 1 of 5
<PAGE>
SEC 1746 (2-98)
CUSIP No. 715072 104
- --------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Edward J. Mathias
---------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
----------------------------------------------------------------------
(b)
----------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------
4. Source of Funds (See Instructions) 00
---------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
----------------------------------------------------------------------
6. Citizenship of Place of Organization United States
-------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Number of 7. Sole Voting Power 3,227,200
Shares Bene- ------------------------------------
ficially Owned
by Each 8. Shared Voting Power
Reporting -----------------------------------
Person With 9. Sole Dispositive Power 3,227,200
--------------------------------
</TABLE> 10. Shared Dispositive Power
-------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,227,200
------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 28.48%
----------------------
14. Type of Reporting Person (See Instructions) IN
------------------------------
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
Page 2 of 5
<PAGE>
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check row
2(a). If the reporting person disclaims membership in a group or describes
a relationship with other persons but does not affirm the existence of a
group, please check row 2(b) [unless it is a joint filing pursuant to Rule
13d-1(k)(1) in which case it may not be necessary to check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
Page 3 of 5
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $0.0001 par value per share, of
Perry's Majestic Beer, Inc. (the "Issuer"), the address of the principle
executive offices of which is 100 Plaza Drive, Second Floor, Secaucus, New
Jersey 07094.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Edward J. Mathias, a United States
citizen. His business address is The Carlyle Group, 1001 Pennsylvania Avenue,
N.W., Washington, D.C. 20004-2505. His present principal occupation is that of
managing director of The Carlyle Group which has a principal business address as
set forth in the immediately preceding sentence.
During the last five years, Mr. Mathias has not been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors).
Mr. Mathias has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which he is or was
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 resulting in a finding of any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Mathias exchanged 8,253 shares of the capital stock of X-Treem for
shares of the common stock of the Issuer, including 1,923 shares of the common
stock of X-Treem, 4,083 shares of the Class B Common Stock of X-Treem, and 2,247
shares of the preferred stock of X-Treem. Such shares of stock were the sole
consideration given to the Issuer by Mr. Mathias in exchange for the shares of
the Issuer's common stock.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of securities of the Issuer is investment.
Mr. Mathias, through his ownership of the Issuer's stock, plans to accomplish
the following:
(i) The completion of a reorganization pursuant to section 368(a)(1)(B)
of the Internal Revenue Code of 1986, as amended, involving the Issuer.
(ii) Changes in the Issuer's charter and bylaws to authorize three
additional members on the board of directors, to conduct a 1 for 12 reverse
stock split, and to authorize 15 million additional shares of the common stock
of the Issuer.
(ii) The addition of the manufacture and sale of non-alcoholic beverages
to the business conducted by the Issuer.
Page 4 of 5
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Mathias beneficially owns 3,227,200 shares of the common stock of the
Issuer. This constitutes 28.48% of the outstanding shares of common stock of the
Issuer. Mr. Mathias has the sole power to vote and dispose of all such shares.
The initial acquisition of the common stock of the Issuer by Mr. Mathias, as
described in Item 3 above, occurred on December 7, 1998.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
December 17, 1998 /s/ Edward J. Mathias
- ---------------------------- ----------------------------
Date Signature
Edward J. Mathias
----------------------------
Print Name
Page 5 of 5
