U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 0-223846
CUSIP NUMBER:
[X] Form 10-K and Form 10KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
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For Period Ended: December 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
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Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not Applicable.
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant: Minnesota Brewing Company ("Registrant")
Former Name if Applicable: Not applicable
Address of Principal Executive Office (Street and Number): 882 West Seventh
Street
City, State and Zip Code: Saint Paul, MN 55201
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PART II--RULES 12b-25(b) AND (c)
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If the subject report could not be filed without reasonable effort or expense
and the Registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
[X](a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X](b) The subject Form 10-K will be filed on or before the fifteenth
calendar day following the prescribed due date; and
[ ](c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III--NARRATIVE
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State below in reasonable detail the reasons why the Form 10-K could not be
filed within the prescribed time period.
During the year ended December 31, 1997, the Registrant had a number
of significant developments including (i) the election of a new Chief Executive
Officer in May 1997, (ii) the appointment of a new Chief Financial Officer in
June 1997 and (iii), the reporting by the Company of losses in each of the first
three quarters of the fiscal year. The Company is in the process of reviewing
all of its assets and inventory to ensure that any previously established
allowances and reserves remain sufficient. For these reasons, the Registrant was
unable to complete the Form 10-K prior to March 31, 1998 without unreasonable
effort or expense.
In March 1997, the Company reported that it achieved net sales of
$24.9 million and a net loss of $1.9 million for the year ended December 31,
1996. The 1996 loss included a fourth quarter loss of $1.6 million. Through
September 30, 1997, the Company had reported revenues of $14.6 million and a
loss of $3.4 million. The Company expects to report a loss in the fourth quarter
December 31, 1997, but expects the loss to be less than the loss in the fourth
quarter of 1996.
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to
this notification:
Michael Hime (612) 228-9173
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months (or for such shorter period that the Registrant was
required to file such reports) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[X] Yes [ ] No
See Part III.
MINNESOTA BREWING COMPANY
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 1, 1998
/s/ Michael Hime
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Michael Hime Chief Financial Officer
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