SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MINNESOTA BREWING COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or Item 22(a)(2) of
Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
MINNESOTA BREWING COMPANY
882 WEST SEVENTH STREET
SAINT PAUL, MN 55102
(612) 228-9173
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 1997
To the Shareholders of Minnesota Brewing Company:
Notice is hereby given that the Annual Meeting of Shareholders of
Minnesota Brewing Company will be held on Tuesday, May 20, 1997, at 3:00 p.m.
local time, at the Company's offices at 882 West Seventh Street, Saint Paul
Minnesota, for the following purposes:
1. To elect seven (7) directors to serve until the next annual
meeting of shareholders or until their successors are elected;
and
2. To act upon any other matters that may properly be presented
at the meeting.
Accompanying this Notice of Annual Meeting is a Proxy Statement, form
of Proxy and the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1996.
The Board of Directors has fixed the close of business on April 4,
1997, as the record date for the determination of shareholders entitled to
notice of, and to vote at, the meeting.
By Order of the Board of Directors
Richard A. McMahon
President
Saint Paul, Minnesota
April 22, 1997
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES MAY BE VOTED
AT THE MEETING. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND
VOTE IN PERSON IF THEY DESIRE.
MINNESOTA BREWING COMPANY
882 WEST SEVENTH STREET
SAINT PAUL, MN 55102
(612) 228-9173
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 1997
GENERAL MATTERS
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Minnesota Brewing Company (the "Company") from
holders of Common Stock of proxies in the accompanying form to be voted at the
Annual Meeting of Shareholders on Tuesday, May 20, 1997 at 3:00 p.m., local
time, and at all adjournments thereof. This Proxy Statement is first being sent
to shareholders on or about April 22, 1997.
Any shareholder giving a proxy will have the right to revoke it by
written notice to the Secretary of the Company or by filing with the Secretary
another proxy bearing a later date at any time before it is voted at the
meeting. A shareholder wishing to vote in person after giving his or her proxy
must first give written notice of revocation to the Secretary. All shares
represented by valid, unrevoked proxies will be voted at the meeting, and any
adjournment thereof.
The presence at the Annual Meeting by person or by proxy of the holders
of a majority of the outstanding shares of the Company's Common Stock entitled
to vote shall constitute a quorum for the transaction of business. If a broker
returns a "non-vote" proxy, indicating a lack of authority to vote on such
matter, than the shares covered by such non-vote shall be deemed present at the
meeting for purposes of determining a quorum, and shall not be deemed to be
represented at the meeting for purposes of calculating the vote with respect to
each matter. If a shareholder abstains from voting as to any matter, then the
shares held by such shareholder shall be deemed present at the meeting for
purposes of determining quorum and for purposes of calculating the vote with
respect to such matter, but shall not be deemed to have been voted in favor of
such matter. Proxies which are signed, but lack any such specification will be
voted in favor of the directors proposed by the Board of Directors and listed in
this Proxy Statement.
VOTING SECURITIES
Shareholders of record as of the close of business on April 4, 1997,
will be entitled to notice of and vote at the meeting. On that date, the Company
had 3,389,211 shares of Common Stock, $.01 par value ("Common Stock")
outstanding, each of which is entitled to one vote per share on each matter to
be voted upon at the meeting. There is no cumulative voting for directors.
SHAREHOLDINGS OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth as of April 4, 1997 the number of shares
of the Company's Common Stock owned by each director, and by each person known
by the Company to own of record or beneficially five percent (5%) or more of the
Company's Common Stock, and all officers and directors of the Company as a
group.
<TABLE>
<CAPTION>
Number and Percentage
of Shares
Beneficially Owned (1)
Position with
Name and Address Company Shares Percentage
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Minnesota Brewing Management 1,541,084 45.5
Company; Minnesota Brewing
Limited Partnership(2)
Bruce E. Hendry(2) Chairman of the 1,541,084 45.5
882 West Seventh Street Board
Saint Paul, MN 55102
Perkins Capital Management, Inc.(3) 629,750 18.6
730 East Lake Street
Wayzata, MN 55391
Richard A. McMahon(4)(5) President, Chief 197,559 5.8
882 West Seventh Street Executive Officer
Saint Paul, MN 55102 and Director
Dennis P. Barrett(4)(5) Vice President of 198,159 5.8
882 West Seventh Street Finance, Treasurer
St. Paul, MN 55102 and Director
John C. Brzezinski Director None --
Subramanian Krishnan(4) Director 33,858 1.0
Steven C. Leuthold(4) Director 74,624 2.2
Richard A. Perrine Director None --
All Officers and Directors
as a Group (7 persons) 1,707,463 50.1
</TABLE>
- --------------------
* Indicates ownership of less than one percent.
(1) Includes shares of Common Stock issuable upon the exercise of currently
exercisable stock options granted to the following persons: Richard A.
McMahon - 9,000 shares, Dennis P. Barrett - 9,000 shares, Subramanian
Krishnan - 4,000 shares.
(2) Minnesota Brewing Limited Partnership (the "Partnership") is a
Minnesota limited partnership that was established in September 1991
and currently owns the real property and equipment that the Company
leases to produce its products. Minnesota Brewing Management Company is
the General Partner of the Partnership and owns 4.8% of the Partnership
interest in the Company as General Partner. Minnesota Brewing
Management Company has the right to vote all shares held by the
Partnership. Bruce E. Hendry is the sole shareholder of Minnesota
Brewing Management Company and is a limited partner in the Partnership.
Mr. Hendry's proportionate interest as a limited partner in the
Partnership is 776,117 shares. Mr. Hendry disclaims any beneficial
ownership in the Partnership in excess of shares beneficially owned by
the General Partner and the shares representing his beneficial
ownership as a limited partner.
(3) Based on a Schedule 13G dated February 4, 1997. Perkins Capital
Management, Inc. is an investment advisor registered with the
Securities and Exchange Commission. Of the shares listed above, Perkins
Capital Management, Inc. has the sole voting power with respect to
365,000 shares and the sole dispositive power with respect to 629,750
shares. These totals include 329,750 shares owned by clients of Perkins
Capital Management, Inc. and 300,000 shares owned by The Perkins
Opportunity Fund, a registered investment company for which Perkins
Capital Management, Inc. serves as investment advisor.
(4) Messrs. McMahon, Barrett, Krishnan, and Leuthold are limited partners
in the Partnership, and except as otherwise noted all shares listed
above as being beneficially owned by these persons reflect such
persons' proportionate interest as limited partners in the Partnership.
Because the shares are held by the Partnership and the power to vote
the shares is exercised by the general partner, such persons currently
do not have the right to vote these shares.
(5) In addition to the 44,780 shares deemed beneficially owned by each of
them pursuant to their respective interests as limited partners in the
Partnership, Mr. McMahon and Mr. Barrett serve as the trustees for the
Company's Employee Stock Ownership Plan ("ESOP"). The share totals for
Mr. McMahon and Mr. Barrett include all of the 143,779 shares held by
the ESOP. Mr. McMahon and Mr. Barrett disclaim any beneficial ownership
in the ESOP other than the shares allocated to their respective
accounts. Mr. Barrett's total includes 600 shares owned directly by
him.
ELECTION OF DIRECTORS
GENERAL INFORMATION
It is intended that proxies solicited by the Board of Directors will be
voted FOR (unless otherwise directed) the election of the nominees for director
named below. Each of the nominees named below upon election will serve until the
next annual meeting or until his successor has been elected and qualified. If,
for any reason, any of the nominees becomes unavailable for election, the
proxies solicited by the Board of Directors will be voted for such nominee as is
selected by the Board of Directors. The Board of Directors has no reason to
believe that any of the nominees are not available or will not serve if elected.
The Company does not have a nominating committee of the Board of
Directors. The nominees named below have been nominated by the Board of
Directors of the Company. The nominees are listed below with their ages and
their present positions with the Company and their present principal occupations
or employment. Mr. McMahon devotes full time to the Company's business while Mr.
Barrett devotes approximately one-half of his time to the Company's business.
The Company's other directors devote such time as is necessary to fulfill their
obligations as directors.
Directors are not paid any fees for services as members of the Board or
attendance at Board meetings; however, they receive minor amounts of
complimentary products and wearables. During 1996, the Company's Board of
Directors held three meetings. The Board has an Audit Committee and Stock Option
Committee. The Audit Committee is composed of Messrs. Leuthold, Krishnan and
Barrett and met once in 1996. Messrs. Hendry, Leuthold and McMahon serve on the
Stock Option Committee, which determines the persons to whom options are granted
under the Company's Stock Option Plan and the amounts of such option grants. The
Stock Option Committee did not meet during 1996, however, the Board approved all
option activity for 1996. During 1996, each of the Company's directors attended
at least 75% of all board and committee meetings on which he served, except for
Mr. Brzezinski, Mr. Barrett and Mr. Leuthold, who attended two of the three
board meetings.
EMPLOYMENT HISTORY
Bruce E. Hendry, 54, has been the Chairman of the Board of the Company
since its formation in 1991. Mr. Hendry has been employed as a registered
representative with the investment banking firm of Summit Investment Corporation
since October 1994. Prior to that date he was employed as a registered
representative with Craig-Hallum. He has been involved in the restructuring of a
number of financially distressed companies that have gone through
reorganization, including Kaiser Steel Corporation, First Republic Bank
Corporation, Erie Lackawanna, ET Railcar and Wickes Cos., Inc. From January 1987
to June 1988, Mr. Hendry was Chief Executive Officer of Kaiser Steel
Corporation, which filed a Petition for Bankruptcy in February 1987 and emerged
from Bankruptcy as Kaiser Steel Resources, Inc. in November 1988. Mr. Hendry
also served as Chairman of Kaiser Steel Corporation from January 1987 to
September 1988. Mr. Hendry is also the sole shareholder of Minnesota Brewing
Management Company, the General Partner of the Partnership. See "Certain
Transactions."
Richard A. McMahon, 58, is a member of the Board of Directors and has
served as President of the Company since its inception. Mr. McMahon is a
certified public accountant with 35 years of experience in financial and
operational management. From 1964 to 1985 he was with the accounting firm of
McGladrey & Pullen, LLP and a predecessor firm. He was a partner and served on
McGladrey & Pullen, LLP's national Board of Directors. In 1985, Mr. McMahon
became a one-third owner in the St. Paul manufacturing firm of Nobles
Industries, Inc., a firm engaged in government contracting and the manufacture
and sale of industrial floor cleaning equipment. Mr. McMahon served as Vice
President and General Manager of the Floor Care division until December 1991,
when he commenced full time employment with the Company.
Dennis P. Barrett, 54, has been the Vice President of Finance of the
Company since September 1991. Mr. Barrett is also the Executive Vice President
of Liberty State Bank in Saint Paul, Minnesota. Mr. Barrett is a certified
public accountant with 31 years of experience in accounting and financial
management. Mr. Barrett was a partner in the public accounting firm of McGladrey
& Pullen, LLP for 16 years. From September 1986 to January 1992, he was a
one-third owner of Nobles Industries, Inc., where he served as Vice President of
Finance and Human Resources. Mr. Barrett has served as a director of the Company
since April 1993.
John C. Brzezinski, 69, has been a director since May 1994. He has
served as President and owner of All Beverage Consulting Co., Inc. and Nance
Marble Co., Inc. since 1985. From 1988 to 1991, Mr. Brzezinski served as
President, CEO and Chairman of the Board of Evansville Brewing Company, a
brewing company founded by Mr. Brzezinski to reopen a brewery shutdown by G.
Heileman Brewing Co. During 1982 to 1985, Mr. Brzezinski was employed by Pabst
Brewing Co. as Executive Vice President. Prior to that time, he served for 11
years in executive capacities with Lone Star Brewing Co., Inc.
Subramanian Krishnan, 42, has been a director of the Company since
January 1993. Mr. Krishnan is a certified public accountant and since January
1997 has been employed as a Managing Director by LAWCO FINANCIAL, LLC (a company
of Larson, Allen, Weishair & Co.), an investment banking firm. From 1984 to
1996, Mr. Krishnan was employed by The Valspar Corporation, a paint and coating
manufacturer. Mr. Krishnan began employment with The Valspar Corporation as a
tax manager and from 1989 through November 1994, he served as Director of Taxes
and Financial Reporting. From November 1994 to December 1996, he served as
Director of Taxes and Corporate Financial Planning. Mr. Krishnan was also a
member of Valspar's Merger and Acquisition team.
Steven C. Leuthold, 59, has been a director since September 1991. He
has been in the investment management business for over 30 years, managing
mutual funds and investment portfolios and performing research analysis. Mr.
Leuthold is a member of the Board of Directors of Weeden & Co., L.P. ("Weeden"),
a registered broker-dealer. Mr. Leuthold is also the Chairman, President and a
director of Leuthold Funds, Inc. and a fifty percent (50%) owner of the Leuthold
Group, the research division of Weeden. Mr. Leuthold is also Chairman and a
majority shareholder of Leuthold & Anderson, a registered investment adviser,
and is an officer with Leuthold, Weeden & Associates, Inc., the General Partner
of Leuthold, Weeden & Associates, L.P., a registered investment adviser.
Richard A. Perrine, 43, has served as a director since November 1996.
Mr. Perrine is a certified public accountant and since 1997 has been employed by
The Hays Group, Inc., a insurance brokerage firm. From 1991 to 1996, Mr. Perrine
was a Tax Partner with the accounting firm of McGladrey & Pullen, LLP.
Management recommends a vote FOR the nominees listed above.
Bruce E. Hendry, who serves as the Chairman of the Board of the
Company, has advised the Company that he intends to withhold his vote for the
re-election of Richard McMahon, Dennis P. Barrett, John C. Brzezinski and
Subramanian Krishnan as directors of the Company. Because Mr. Hendry is the sole
shareholder of Minnesota Brewing Management Company, the General Partner of
Minnesota Brewing Limited Partnership, he controls the vote of 1,541,054 shares
of the Company's 3,389,211 shares. Mr. Hendry has also advised the Company that
he does not intend to solicit any proxies from any other shareholders for any
directors that he may propose.
EXECUTIVE COMPENSATION
The following table sets forth the compensation earned by Richard A.
McMahon, the Company's President and Chief Executive Officer, for services
rendered to the Company in all capacities during the fiscal years ended December
31, 1994, 1995 and 1996. Bruce E. Hendry, the Chairman of the Board of the
Company, was Chief Executive Officer from January 1, 1996 through May 14, 1996.
Mr. Hendry received no compensation for serving as Chief Executive Officer in
1996, 1995 or 1994 and accordingly is not included in the Summary Compensation
Table or other tables.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION AWARDS LONG TERM COMPENSATION
-------------------------- ----------------------
STOCK OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (NUMBER) COMPENSATION
- --------------------------- ---- ------ ----- -------- ------------
<S> <C> <C> <C> <C> <C>
Richard A. McMahon 1996 $102,647 None 4,000 1,248(1)
President and Chief 1995 $102,647 None None 1,550(1)
Executive Officer 1994 $101,548 None None 1,248(1)
</TABLE>
- -----------------
(1) Consists of contributions of $1,248 to the Minnesota Brewing Company
Employee Stock Ownership Plan for 1996, 1995 and 1994 and $312 to the Minnesota
Brewing Company 401(k) Plan for 1995.
OPTION GRANTS IN LAST FISCAL YEAR
The following table summarizes option grants under the Company's 1993
Stock Option Plan to Mr. McMahon:
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
----------------- ---------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO PRICE
OPTIONS EMPLOYEES IN PER EXPIRATION
NAME GRANTED FISCAL YEAR SHARE DATE 5% 10%
---- ------- ----------- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Richard A. McMahon 4,000 21.6% $4.75 9/1/01 $5,249 $11,600
</TABLE>
YEAR-END OPTIONS VALUES
No options were exercised by Mr. McMahon during 1996. The following
table sets forth, with respect to Mr. McMahon, certain information with respect
to unexercised stock options held as of the end of the fiscal year ended
December 31, 1996:
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1996 DECEMBER 31, 1996(1)
--------------------- -----------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Richard A. McMahon 9,000 None $312 N/A
</TABLE>
- ---------------
(1) The value of unexercised options is calculated by determining the fair
market value of the shares underlying the options at December 31, 1996 and the
exercise price of the options. Fair market value was determined based on a per
share price of $4.5625, which is the average of the closing bid and ask on
December 31, 1996.
EMPLOYMENT AGREEMENTS
The Company has no written employment agreements with its executive
officers.
STOCK OPTION PLAN
The Company's 1993 Stock Option Plan (the "Plan") provides for the
grant of options to purchase up to 250,000 shares of the Company's Common Stock
to officers and employees. As of December 31, 1996, options to purchase 60,600
shares have been exercised and options to purchase a total of 78,900 shares were
outstanding to 27 employees and consultants pursuant to the Plan. All
outstanding options are 100% vested. Under provisions of the Plan with respect
to options which are intended to qualify as "incentive stock options" pursuant
to the Internal Revenue Code, the purchase price shall not be less than the fair
market value of the Company's Common Stock at the date of grant. The purchase
price of options which do not qualify as "incentive stock options" shall not be
less than 85% of the fair market value of the Company's Common Stock at the date
of grant. Options granted under the Plan are exercisable at such time or times
as may be determined by the Company at the date of grant. The Plan is
administered by, and options are granted at such times and in such amounts as
the Board of Directors in its discretion, determines. Generally, the amount of
options granted to individual employees is based upon the level of
responsibility of such employees.
CERTAIN TRANSACTIONS
On August 29, 1991 Bruce E. Hendry, the Company's current Chairman and
Chief Executive Officer, entered into an Asset Purchase Agreement with G.
Heileman Brewing Company ("Heileman") to purchase the real property commonly
known as the Jacob Schmidt Brewery in Saint Paul, Minnesota, certain equipment
and other tangible assets in connection therewith, the trademark "Grain Belt",
and certain assets relating to the marketing and distribution of beer. Heileman
was operating as debtor-in-possession under the United States Bankruptcy Code in
the Southern District of New York.
Minnesota Brewing Limited Partnership (the "Partnership") was formed by
Mr. Hendry and other private investors in September 1991. Mr. Hendry assigned
the Asset Purchase Agreement to the Partnership, and the Partnership acquired
the brewery and equipment from Heileman for approximately $2.75 million. The
Company, however, acquired the Grain Belt trademark directly from Heileman. The
General Partner of the Partnership is Minnesota Brewing Management Company. Mr.
Hendry is the President and sole shareholder of Minnesota Brewing Management
Company.
On September 11, 1991 the Company was incorporated under Minnesota law.
In October 1991, the Partnership contributed $2,600,000 to the Company and
received 1,541,084 shares of Common Stock. Concurrent with the closing of the
Company's initial public offering in 1993, the Partnership assumed approximately
$825,140 in obligations of the Company owed to the Housing and Redevelopment
Authority of the City of Saint Paul and the City of Saint Paul. The Partnership
has placed in escrow an amount sufficient to repay these obligations, which
amount is being released from escrow to make payments on the obligations as they
become due.
The Company currently leases the real property and related assets from
the Partnership. The Company has entered into a real estate lease with the
Partnership for the real property associated with the brewery at a rate of
$25,000 per month and has entered into an equipment lease with the Partnership
at the rate of $1.00 per barrel of production. These leases expire in 2003 and
give the Company the right to purchase the facility and equipment at any time
over the term of the lease beginning December 1, 1995 for eight times trailing
12-month lease payments. The lease agreement also allows the Partnership to
acquire additional equipment or replacement equipment needed by the Company and
lease it to the Company over the taxable depreciable life of the equipment with
an interest rate of two points over the applicable treasury rate.
The total lease payments made by the Company under the lease of
property from the Partnership was $712,000, $902,000 and $804,000 for the years
ended December 31, 1996, 1995 and 1994, respectively.
SECTION 16(a) -- BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership of common stock and other equity securities of the Company with the
Securities and Exchange Commission. Executive officers and directors are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. To the Company's knowledge, all insiders of the Company
filed in a timely manner all such reports, except that Mr. Perrine failed to
file a Form 3 in a timely manner, and Mr. Barrett and Mr. McMahon each failed to
file a Form 5 in a timely manner.
ANNUAL REPORT
An Annual Report of the Company setting forth the Company's activities
and containing financial statements of the Company for the fiscal year ended
December 31, 1996 accompanies this Notice of Annual Meeting and proxy
solicitation material.
The accounting firm of McGladrey & Pullen LLP has served as independent
public accountants for the Company since the Company's inception in September
1991. The Company has selected McGladrey & Pullen LLP to serve as independent
public accountants for the Company for the fiscal year ended December 31, 1997.
The Company expects that a representative from McGladrey & Pullen LLP will
attend the Annual Meeting and be available to respond to appropriate shareholder
questions.
SHAREHOLDER PROPOSALS
If a shareholder desires to present a proposal to be voted on at the
next meeting of shareholders of Minnesota Brewing Company, such proposal, in
order to be included in the proxy statement, must be received at the Company's
offices at 882 West Seventh Street, Saint Paul, Minnesota 55102, by December 22,
1997.
SOLICITATION
The cost of soliciting proxies, including the cost of preparing,
assembling, and mailing the proxies and soliciting material, as well as the cost
of forwarding the material to the beneficial owners of stock, will be borne by
the Company. Directors, officers and regular employees of the Company may,
without compensation other than their regular remuneration, solicit proxies
personally or by telephone.
FORM 10-K
A copy of the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission is available without charge to shareholders
of the Company. A copy of the Form 10-K may be obtained from the Company at 882
West Seventh Street, Saint Paul, Minnesota 55102.
OTHER BUSINESS
The management of the Company does not know of any other business to be
presented at the Annual Meeting of Shareholders. If any matter properly comes
before the meeting, however, it is intended that the persons named in the
enclosed form of proxy will vote said proxy in accordance with their best
judgment.
ALL PROXIES PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
SHAREHOLDERS. IF NO DIRECTION IS MADE, PROXIES WILL BE VOTED IN FAVOR OF THE
DIRECTORS.
By Order of the Board of Directors
Richard A. McMahon
President
MINNESOTA BREWING COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 1997
The undersigned hereby constitutes and appoints Richard A. McMahon and Dennis P.
Barrett, and each of them, with power of substitution, as attorneys and proxies
to appear and vote all of the shares standing in the name of the undersigned at
the Annual Meeting of Shareholders of Minnesota Brewing Company, to be held on
May 20, 1997 at 3:00 p.m. local time, in St. Paul, Minnesota and at any
adjournment or adjournments thereof:
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the FOR box and strike a line through the nominee's name in the list below).
BRUCE E. HENDRY RICHARD A. MCMAHON DENNIS P. BARRETT JOHN C. BRZEZINSKI
SUBRAMANIAN KRISHNAN STEVEN C. LEUTHOLD RICHARD A. PERRINE
(Continued on other side)
(Continued from other side)
2. IN THEIR DISCRETION UPON ANY OTHER MATTERS COMING BEFORE THE MEETING.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON PROPOSAL 1 IN ACCORDANCE
WITH THE SPECIFICATIONS MADE AND IN FAVOR OF THE DIRECTORS NOMINATED BY
MANAGEMENT IF THERE IS NO SPECIFICATION.
Dated: ____________________, 1997
_________________________________
Signature
_________________________________
Signature if held jointly
[ ] I plan to attend the meeting.
PLEASE RETURN PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO
POSTAGE IF MAILED WITHIN THE UNITED STATES.
