SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the year ended December 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from _______ to _______.
Commission File Number 0-23846
MINNESOTA BREWING COMPANY
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1702599
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
882 WEST SEVENTH STREET, SAINT PAUL, MINNESOTA 55102
(Address of principal executive offices)
Registrant's telephone number, including area code: (651) 228-9173
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)
As of April 13, 1999, the Company had 3,462,711 shares of Common Stock, $.01 par
value, outstanding, and 607,745 shares of Class A Convertible Preferred Stock.
Each share of Class A Convertible Preferred Stock outstanding is convertible
into one share of Common Stock.
The aggregate market value of the shares of voting stock held by non-affiliates
of the Company (persons other than directors and officers) computed on the basis
of the last reported sale of $1.50 per share on April 13, 1999 was approximately
$2,900,000.
DOCUMENTS INCORPORATED BY REFERENCE.
None.
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PART III
THE FOLLOWING ITEMS ARE AMENDED TO READ AS FOLLOWS:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The current directors of the Company are listed below. Pursuant to the
terms of the Bylaws of the Company, directors hold office until the regular
meeting of the shareholders held after his or her election. Consequently, the
terms of all the current directors expire at the Annual Meeting of Shareholders
following 1998. Vacancies on the Board of Directors and newly created
directorships can be filled by vote of a majority of the directors then in
office.
- --------------------------------------------------------------------------------
Bruce E. Hendry
Chairman of the Board of Directors
Director since 1991
of the Company
Age -- 56
Mr. Hendry 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 Dougherty Summit Securities, LLC (formerly 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. Mr. Hendry is
also the sole shareholder of Minnesota Brewing Management Company, the General
Partner of the Partnership. See "Certain Transactions."
- --------------------------------------------------------------------------------
John J. Lee
President and Chief Executive
Director since 1997
Officer of the Company
Age -- 40
Mr. Lee has been the President and Chief Executive Officer and a director of the
Company since May 1997. From 1989 to 1995, he was the Chief Executive Officer of
Rex Distributing, a beer distributor.
- --------------------------------------------------------------------------------
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James A. Potter
Investment Executive of
Director since 1997
Dougherty Summit Securities, LLC
Age -- 42
Mr. Potter has been a director of the Company since May 1997. Mr. Potter has
been employed as an Investment Executive of Dougherty Summit Securities, LLC
since 1994. From 1983 to 1994, Mr. Potter was an Investment Executive with Craig
Hallum.
- --------------------------------------------------------------------------------
Greg C. Heinemann
President, Kuester Partners
Director since 1997
Age -- 43
Mr. Heinemann has been a director of the Company since May 1997. Mr. Heinemann
has been employed by Kuester Partners since January 1996, and has served as
President since October 1997. Prior to joining Kuester Partners, Mr. Heineman
had served as Vice President of marketing for Carlson Marketing Group since
1990.
- --------------------------------------------------------------------------------
Robert A. Awsumb
President and Founding Partner
Director since 1998
Rambow & Awsumb, P.A.
Age -- 39
Mr. Awsumb has been a director of the Company since November of 1998. Mr. Awsumb
is an attorney who has been employed by Rambow & Awsumb, P.A. since 1991.
- --------------------------------------------------------------------------------
Richard A. Perrine
Senior Vice President
Director since 1996
The Hays Group, Inc.
Age -- 44
Mr. Perrine has served as a director since November 1996. Mr. Perrine is a
certified public accountant and since May 1996 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.
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MEETINGS. The Board of Directors met five times during 1998. Each
current director attended at least seventy-five percent of the meetings of the
Board of Directors and Board committees on which the director served.
BOARD COMMITTEE MEETINGS. The Compensation Committee, which is
currently comprised of Messrs. Perrine and Potter, is responsible for management
of compensation matters, including recommendations to the Board of Directors on
compensation arrangements for officers and incentive compensation for employees
of the Company. The Compensation Committee met two times in 1998.
The Audit Committee, which is currently comprised of Messrs. Perrine
and Potter, supervises the financial affairs of the Company and generally
reviews the scope and results of the audit and other services provided by the
Company's independent accountants and reports the results of their review to the
full Board and to management. The Audit Committee met twice in 1998.
The Nominating Committee, which is currently comprised of Messrs.
Hendry and Lee, considers and recommends nominees to the Board of Directors. The
Nominating Committee will consider nominees recommended by shareholders provided
the shareholder submits the nominee's name in writing addressed to the Secretary
of the Company listing the nominee's qualifications together with a statement
signed by the nominee indicating a willingness to serve. The Nominating
Committee met one time in 1998.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
NAME AGE POSITION
- ---- --- --------
Bruce E. Hendry 56 Chairman and Director
John J. Lee 40 President and Chief Executive Officer
Michael C. Hime 47 Vice President of Finance and
Chief Financial Officer
For a description of the business experience of Messrs. Hendry and Lee please
see above.
Mr. Hime has served as the Vice President of Finance and Chief Financial Officer
of the Company since July 1, 1997. Mr. Hime is a certified public accountant and
from 1990 to 1997, was employed by Central Financial Services and related
entities as a Vice President.
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ITEM 11. EXECUTIVE COMPENSATION
The following table shows, for the fiscal years ending December 31,
1998, 1997 and 1996 the cash compensation paid by the Company, as well as
certain other compensation paid or accrued for those years, to John J. Lee, the
Company's current President and Chief Executive Officer. No other executive
officer of the Company received total cash compensation exceeding $100,000
during 1998.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION AWARDS LONG TERM COMPENSATION
STOCK OPTIONS OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY (NUMBER) COMPENSATION
- --------------------------- ---- ------ -------- ------------
John J. Lee(1) 1998 $128,527 -0- --
President and Chief 1997 70,656 100,000 --
Executive Officer
- ---------------
(1) Mr. Lee became President and Chief Executive Officer in May of 1997.
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted to Mr. Lee in 1998.
YEAR-END OPTIONS VALUES
No options were exercised by Mr. Lee during 1998. The following table
sets forth, with respect to Mr. Lee, certain information relating to unexercised
stock options held as of the end of the fiscal year ended December 31, 1998.
NUMBER OF VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1998 DECEMBER 31, 1998(1)
----------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
John J. Lee 66,666 33,334 -0- -0-
- ---------------
(1) The value of unexercised options is calculated by determining the fair
market value of the shares underlying the options at December 31, 1998 and the
exercise price of the options.
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COMPENSATION OF DIRECTORS
The Company's Directors are not paid any fees for services as members
of the Board or attendance at Board meetings but prior to 1998 received minor
amounts of complimentary products and wearables. However, in 1998, Messrs.
Potter, Heinemann, Perrine, and Awsumb were each issued an option to purchase
15,000 shares of the Company's Common Stock. Each option vests in equal parts
over three years contingent upon the director's reelection.
EMPLOYMENT AGREEMENTS
The Company has no written employment agreements with its executive
officers.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The only voting securities of the Company are shares of Common Stock
and shares of Class A Convertible Preferred Stock, of which 3,462,711 shares and
607,745 shares, respectively, were outstanding as of April 13, 1999. The
following table includes information, as of April 13, 1999, concerning the
beneficial ownership of the holdings of the voting stock of the Company by (i)
all persons who are known by the Company to hold five percent (5%) or more of
the Company's voting securities; (ii) each of the directors of the Company; and
(iii) all directors and officers of the Company as a group.
Name and Address Shares Beneficially Owned(1) Percent Ownership
- ---------------- ------------------------- -----------------
Bruce E, Hendry
Minnesota Brewing Management 2,148,829 52.8
Company; Minnesota Brewing
Limited Partnership(2)
882 West Seventh Street
Saint Paul, MN 55102
John J. Lee(3) 320,779 7.9
882 West Seventh Street
Saint Paul, MN 55102
Perkins Oppertunity Fund(4) 260,900 6.4
730 East Lake Street
Wayzata, MN 55391
James A. Potter 5,000 *
Greg C. Heinemann 10,000 *
Robert Awsumb 5,000 *
Richard A. Perrine 5,000 *
All Officers and Directors 2,510,274 61.8
as a Group (7 persons)
- ----------------------------
* Indicates ownership of less than one percent.
(1) Includes shares of Common Stock issuable upon the exercise of stock
options granted to the following persons and exercisable within 60
days: Mr. Lee - 33,334 shares; all officers and
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directors as a group - 136,666 shares.
(2) Minnesota Brewing Limited Partnership (the "Partnership") is a
Minnesota limited partnership that was established in September 1991.
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.
(3) Mr. Lee serves as the trustee for the Company's Employee Stock
Ownership Plan ("ESOP"). The share totals for Mr. Lee include all of
the 220,279 shares held by the ESOP. Mr. Lee disclaims any beneficial
ownership in the shares held by ESOP.
(4) Based on a Schedule 13G dated February 4, 1999. Perkins Oppertunity
Fund is an investment company registered with the Securities and
Exchange Commission. Of the shares listed above, Perkins Oppertunity
Fund has the sole voting power with respect to 260,900 shares and the
sole dispositive power with respect to 260,900 shares.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED 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. Mr. Lee, Mr. Perrine, and Mr. Potter each of whom is a director of the
Company, are limited partners in the Partnership.
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 as well as to the City of Saint Paul.
In March and April 1998, the Company entered into two additional
agreements with the Partnership under which the Partnership loaned the Company
an additional $475,000 and agreed to provide the Company with a $2.5 million
line of credit. Advances under the line of credit accrue interest at the higher
of the prime rate of interest plus 1.0 percent or 9 percent. The line was
secured by substantially all the assets of the Company. This line of credit
agreement expired on January 1, 1999, the Company was unable to pay all amounts
due under the line and as a result the Company was in default under this
agreement. On April 15, 1999, the Partnership committed to amend the line of
credit agreement with the Company thereby curing the default that existed at
that date. The amended line of credit, which expires on April 15, 2002, will
provide borrowings up to $1.5 million.
Beginning in 1997 and throughout 1998 the Company has investigated and
begun to develop a business for the production of ethanol. Ethanol is
principally produced from the processing of corn including its fermentation into
fuel grade alcohol. To date, the Company, along with the Partnership and other
investors are negotiating with third party lenders to finance the construction
of an ethanol facility at the Company's current location. Because of the
significant cost of the facility, the Company has solicited investors to satisfy
lenders request for equity. The Company has contributed assets to and obtained a
minority interest in the ethanol operation.
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On March 29, 1999, the Company and the Partnership terminated their
lease agreement. The Partnership also contributed its interest in the real
estate and equipment that had been previously leased to the Company to Gopher
State. On March 29, 1999, the Company and Gopher State entered into a new lease
agreement for the same land, building and production equipment that the Company
had previously leased from the Partnership. The new lease agreement provides for
rent of $25,000 per month and has an initial term of 10 years which expires in
2009. The Company shall have the option to extend this lease for three
consecutive additional terms of ten (10) years each. The lease gives the Company
the right to purchase the brewing facilities and equipment at any time during
the term of the lease at the fair market price of the assets at the time the
option is exercised. There are no provisions for production rent in the new
agreement. The Company has also entered into a shared facilities and services
agreement, whereby it has agreed to share certain office space and services with
Gopher State.
The Company issued 547,614 shares of Class A Convertible Preferred
Stock ("Preferred Stock") to the Partnership in satisfaction of $1,369,036 owed
for deferred rents and accrued interest at December 31, 1998. The preferred
shares have a 9% cumulative dividend rate, voting rights and are convertible
into common stock at the rate of one share of common stock per share of
preferred stock. The holders of Preferred Stock are entitled to the number of
votes equal to the number of shares of Common Stock into which the Preferred
Stock could be converted. On March 31, 1999, the Partnership converted an
additional $150,327 of debt into 60,131 additional shares of Preferred Stock.
The dividends can be deferred and if they are not paid, they accumulate without
interest.
During 1998, the Company paid insurance premiums of approximately
$228,000 to its carriers through The Hays Group, Inc., an insurance broker of
which Mr. Perrine, a director of the Company, is Vice President.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duty caused this amendment No. 1 to 10-K report
to be signed on its behalf by the undersigned, thereunto duly authorized.
MINNESOTA BREWING COMPANY
BY: /S/ JOHN J. LEE
-----------------------------------
JOHN J. LEE, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
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