UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 7)
PETE'S BREWING COMPANY
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
716378104
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(CUSIP Number)
Judy K. Mencher
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02181
781-283-8500
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
April 22, 1998
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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-1(b) (3) or (4), check the following box [ ].
(Continued on following pages)
(Page 1 of 14 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 716378104 PAGE 2 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 648,670
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 648,670
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
648,670
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 716378104 PAGE 3 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Galileo Fund, L.P.
04-3258283
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 68,850
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 68,850
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,850
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 716378104 PAGE 4 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Overseas Corp.
98-0151108
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 460,720
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 460,720
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,720
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 716378104 PAGE 5 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Galileo, LLC
04-3304422
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 529,570
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 529,570
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,570
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 716378104 PAGE 6 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Copernicus Fund, L.P.
04-3193825
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 97,840
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 97,840
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,840
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 716378104 PAGE 7 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Copernicus, LLC
04-3304417
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 97,840
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 97,840
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,840
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 716378104 PAGE 8 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kepler Overseas Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 21,260
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 21,260
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,260
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 716378104 PAGE 9 OF 14 PAGES
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 7 to Schedule 13D ("Amendment No. 7") should be read in
conjunction with the Schedule 13D (the "Schedule 13D") dated December 20, 1996,
Amendment No. 1 dated December 20, 1996, Amendment No. 2 dated December 20,
1996, Amendment No. 3 dated February 6, 1997, Amendment No. 4 dated April 16,
1997, Amendment No. 5 dated November 21, 1997 and Amendment No. 6 dated December
18, 1997 (collectively, the "Amendments") each as filed with the Securities and
Exchange Commission by DDJ Capital Management, LLC, a Massachusetts limited
liability company ("DDJ"), and certain affiliates. This Amendment No. 7 amends
the Schedule 13D, Amendment Nos. 1 through 6 only with respect to those items
listed below. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto on the Schedule 13D, Amendment Nos. 1 through 6.
The filing of this Amendment No. 7 is not, and should not be deemed to be,
an admission that the Schedule 13D or any Amendment thereto is required to be
filed.
This Amendment No. 7 relates to shares of common stock, no par value per
share ("Shares") of Pete's Brewing Company (the "Company"). The principal
executive offices of the Company are located at 514 High Street, Palo Alto,
California 94301.
ITEM 2. IDENTITY AND BACKGROUND:
First and second paragraphs in Item 2 are deleted and amended as follows:
This statement is being filed jointly by DDJ Capital Management, LLC.
("DDJ"), a Massachusetts limited liability company, The Galileo Fund, L.P., a
Delaware limited partnership, DDJ Overseas Corporation, a Cayman Islands
corporation, DDJ Galileo, LLC, a Massachusetts limited liability company, The
Copernicus Fund, L.P., a Delaware limited partnership, DDJ Copernicus, LLC, a
Massachusetts limited liability company and Kepler Overseas Corp., a Cayman
Islands corporation. Each of the aforementioned entities shall be collectively
referred to as the "DDJ Affiliates". DDJ Galileo, LLC is general partner of,
and DDJ is the investment manager for, The Galileo Fund, L.P. DDJ Galileo owns
all of the voting securities of, and DDJ is the investment manager for, DDJ
Overseas Corp. DDJ Copernicus, LLC is the general partner of, and DDJ is the
investment manager for, The Copernicus Fund, L.P. DDJ is also the investment
manager for Kepler Overseas Corp.
One or more of The Galileo Fund, L.P., DDJ Overseas Corp., The Copernicus
Fund, L.P. and Kepler Overseas Corp own the Shares described herein. (jointly,
the "Funds"). The principal office of each of DDJ and the DDJ Affiliates, with
the exception of DDJ Overseas
<PAGE>
SCHEDULE 13D
CUSIP NO. 716378104 PAGE 10 OF 14 PAGES
Corp. and Kepler Overseas Corp. are located at 141 Linden Street, Suite 4,
Wellesley, Massachusetts 02181. The principal office of DDJ Overseas Corp. and
Kepler Overseas Corp. is: c/o Goldman Sachs (Cayman), Harbour Centre, George
Town, Post Office Box 896, Grand Cayman Islands.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Item 3 is deleted in its entirety and amended as follows:
The Funds, which own or owned Shares purchased in the aggregate 648,670
Shares for cash in the amount of approximately $3,891,961.74 including brokerage
commissions. All of the 97,840 Shares owned by The Copernicus Fund, L.P. were
purchased for cash or on margin pursuant to a typical customer margin agreement
with Goldman Sachs & Co.; all of the 460,720 Shares owned by DDJ Overseas Corp.
were purchased for cash or on margin pursuant to a typical customer margin
agreement with Goldman Sachs & Co.; all of the 68,850 Shares owned by The
Galileo Fund, L.P. were purchased for cash and all of the 21,260 shares owned by
Kepler Overseas Corp. were purchased for cash or on margin pursuant to a typical
customer margin agreement with Goldman Sachs & Co.
Shares purchased and/or sold by the Funds since February 23, 1998 are set
forth on the attached Schedule B.
ITEM 4. PURPOSE OF TRANSACTION:
First and second paragraphs in Item 4 are deleted and amended as
follows:
The Shares were purchased in order to acquire an equity interest in the
Company in pursuit of specified investment objectives established by the
investors in the Funds. DDJ and the DDJ Affiliates may continue to have the
Funds purchase Shares subject to a number of factors, including, among others,
the availability of Shares for sale at what they consider to be reasonable
prices and other investment opportunities that may be available to the Funds.
DDJ and the DDJ Affiliates intend to review continuously the equity
position of the Funds in the Company. Depending upon future evaluations of the
business prospects of the Company and upon other developments, including, but
not limited to, general economic and
<PAGE>
SCHEDULE 13D
CUSIP NO. 716378104 PAGE 11 OF 14 PAGES
business conditions and money market and stock market conditions, DDJ and the
DDJ Affiliates may determine to cease making additional purchases of Shares or
to increase or decrease the equity interest in the Company by acquiring
additional Shares, or by disposing of all or a portion of the Shares.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
Item 5 (a) is deleted and is amended as follows:
(a) DDJ Overseas Corp. owns, and DDJ Galileo, LLC and DDJ beneficially own
as majority shareholder and investment manager, respectively, of DDJ Overseas
Corp., 460,720 Shares, or approximately 4.3% of the outstanding Shares of the
Company. The Galileo Fund, L.P. owns, and DDJ Galileo, LLC and DDJ beneficially
own, as general partner and investment manager, respectively, of The Galileo
Fund, L.P., 68,850 Shares, or approximately .6% of the outstanding Shares of the
Company. The Copernicus Fund, L.P. owns, and DDJ Copernicus, LLC and DDJ
beneficially own, as general partner and investment manager, respectively, of
The Copernicus Fund, L.P., 97,840 Shares or approximately .9% of the outstanding
Shares of the Company. Kepler Overseas Corp. owns, and DDJ as investment
manager of Kepler Overseas beneficially owns 21,260 Shares or approximately .2%
of the outstanding Shares of the Company. Accordingly, DDJ, as investment
manager to the Funds may be deemed to beneficially own 648,670 Shares, or
approximately 6.0% of the outstanding Shares of the Company. Neither DDJ nor
any of the DDJ Affiliates and, to the best of DDJ and the DDJ Affiliates, none
of the persons named in Schedule A, beneficially own any other Shares.
<PAGE>
SCHEDULE 13D
CUSIP NO. 716378104 PAGE 12 OF 14 PAGES
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.
DDJ CAPITAL MANAGEMENT, LLC
By: /s/ Judy K. Mencher
-----------------------------------------
Judy K. Mencher
Member
<PAGE>
SCHEDULE 13D
CUSIP NO. 716378104 PAGE 13 OF 14 PAGES
The name and present principal occupation or employment of each executive
officer and member of DDJ Capital Management, LLC and each director of the DDJ
Affiliates are set forth below. The business address of each person and the
address of the corporation or organization in which such employment is conducted
is 141 Linden Street, Suite 4, Wellesley, MA 02181, except that the principal
address of DDJ Overseas Corporation, Kepler Overseas Corp., Mr. Austin and Mr.
Hunter is c/o Goldman Sachs (Cayman), Harbour Centre, George Town, Post Office
Box 896, Grand Cayman Islands . Mr. Harmetz, Mr. Breazzano and Ms. Mencher are
U. S. citizens. Mr. Austin and Mr. Hunter are Cayman Islands citizens.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
Daniel G. Harmetz Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC
and DDJ Copernicus, LLC
David J. Breazzano Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC
and DDJ Copernicus, LLC
Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC,
DDJ Copernicus, LLC, Vice President of DDJ Overseas
Corporation and Director of Kepler Overseas Corp.
Michael Austin Director of DDJ Overseas Corporation, Director of Kepler
Overseas Corp.; Corporate Director
Dennis Hunter Director of Kepler Overseas Corporation; Managing Director
of Queensgate Bank
<PAGE>
SCHEDULE 13D
CUSIP NO. 716378104 PAGE 14 OF 14 PAGES
SCHEDULE B
Pete's Brewing Company
Set forth below is an itemization of all purchases and sales of Shares of
Common Stock since February 23, 1998. The transactions were made for cash in
open market transactions.
TYPE-
PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
- -----------------------------------------------------
2/24/98 SALE (5,000) ($22,580.47)
2/25/98 SALE (9,700) ($43,357.53)
2/27/98 SALE (7,800) ($34,864.82)
3/2/98 SALE (11,500) ($51,553.25)
3/3/98 SALE (7,500) ($33,748.86)
3/4/98 SALE (11,500) ($51,703.25)
3/5/98 SALE (5,000) ($22,499.23)
3/31/98 PURCHASE 9,000 $36,270.00
4/1/98 SALE (34,700) ($162,877.16)
4/22/98 SALE (28,300) ($127,171.87)
4/23/98 SALE (20,000) ($89,997.00)
