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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 3)/1/
MENDOCINO BREWING COMPANY, INC.
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(NAME OF ISSUER)
Common Stock
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(TITLE OF CLASS OF SECURITIES)
586579 10 4
(CUSIP NUMBER)
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Alan Talkington, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, CA 94111
(415) 773-5762
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
December 16, 1997
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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 [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(PAGE 1 OF 6 PAGES)
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/1/ 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).
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CUSIP NO. 586579 10 4 13D PAGE 2
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1. NAME OF REPORTING PERSON United Breweries of America, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [_]
(B) [X]
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3. SEC USE ONLY
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4 SOURCE OF FUNDS OO, AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_]
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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7. SOLE VOTING POWER
NUMBER OF 2,149,647
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,149,647
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,149,647
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.1%
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14. TYPE OF REPORTING PERSON CO
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CUSIP NO. 586579 10 4 13D PAGE 3
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1. NAME OF REPORTING PERSON Vijay Mallya
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_]
(B) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO, AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION India
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7. SOLE VOTING POWER
NUMBER OF 2,149,647
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,149,647
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,149,647
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.1%
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14. TYPE OF REPORTING PERSON IN
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Page 4
United Breweries of America, Inc., a Delaware corporation (the
"Reporting Person") and Vijay Mallya ("Mallya"), hereby amend the single
joint statement on Schedule 13D as amended by Amendments No. 1 and No. 2
(the "Schedule 13D"), filed with the Securities and Exchange Commission,
with respect to the shares of Common Stock, no par value (the "Common
Stock"), of Mendocino Brewing Company, Inc., a California corporation (the
"Issuer"), as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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The first paragraph of Item 3 is hereby amended by adding a new
sentence to the end of such paragraph to read as follows:
On December 16, 1997, the Reporting Person purchased 30,000 shares of
Common Stock of the Issuer from a third party in a privately
negotiated transaction for a purchase price of $67,500.
The last paragraph of Item 3 is hereby amended by adding a new
sentence to the end of such paragraph to read as follows:
On December 16, 1997, the Reporting Person purchased 30,000 shares of
Common Stock of the Issuer from a third party in a privately
negotiated transaction for $67,500, which amount was provided by the
Reporting Person from capital contributions it received from its
affiliates.
ITEM 4. PURPOSE OF TRANSACTION
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A new first paragraph is added to Item 4 to read as follows:
The Reporting Person may make additional purchases of Common Stock of
the Issuer in the open market or through privately negotiated
transactions depending upon its evaluation of the Issuer's business,
prospects, and financial condition, the market for the Issuer's Common
Stock, other business and investment opportunities available to the
Reporting Person, general stock market and economic conditions, tax
considerations, the likelihood that a third party may seek to obtain
control of the Issuer and the terms or any transaction relating
thereto, and other future developments. Depending upon its evaluation
of the foregoing factors, the Reporting Person may also decide to sell
all or part of its investment in the Issuer's Common Stock.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
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The first paragraph of subsection (a) of Item 5 is hereby amended in
its entirety to read as follows:
(a) As of December 16, 1997, the Reporting Person is the
beneficial owner of 2,149,647 shares of Common Stock of the
Issuer, constituting approximately 45.1% of the shares of
Common Stock outstanding.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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1. Agreement dated as of December 16, 1997 by and between Heritage
Bank of Commerce and the Reporting Person.
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Page 5
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certify that the information set
forth in this statement is true, complete and correct.
Dated: December 19, 1997
UNITED BREWERIES OF AMERICA, INC.
By /s/ VIJAY MALLYA
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Name: Vijay Mallya
Title: Chairman and Chief Executive Officer
VIJAY MALLYA
By /s/ VIJAY MALLYA
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Vijay Mallya
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Page 6
EXHIBIT INDEX
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1. Agreement dated as of December 16, 1997 by and between Heritage Bank of
Commerce and the Reporting Person.
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AGREEMENT
This Agreement (this "Agreement"), dated as of December 16, 1997, is
by and between Heritage Bank of Commerce (the "Seller") and United Breweries of
America, Inc.
WHEREAS, the Seller owns 30,000 shares of the Common Stock of
Mendocino Brewing Company, Inc. (the "Shares"); and
WHEREAS, the Seller has agreed to sell and the Purchaser has agreed to
buy the Shares, upon the terms and conditions of this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Sale of Shares. The Seller shall transfer and convey to Purchaser
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all of its right, title and interest to the Shares.
2. Purchase Price. The Purchaser shall pay Seller $67,500 for the
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Shares.
3. Closing Date. The sale of Shares shall take place on December 16,
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1997.
4. Representation by Seller. Seller represents and warrants that it
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has valid title to the Shares free and clear of all liens, encumbrances,
interests and claims (collectively, "Liens") and that it has full right, power
and authority to enter into this Agreement and to sell, assign, transfer and
deliver the Shares free and clear of all Liens as contemplated herein.
5. Binding Effect. This Agreement and all of the provisions hereof
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shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
6. Fees and Expenses. Each of the parties hereto shall bear its own
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costs and expenses incurred in connection with this Agreement and the
transaction contemplated hereby.
7. Governing Law. This Agreement and the legal relations among the
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parties hereto shall be governed by and construed in accordance with the laws of
the State of California.
8. Counterparts. This Agreement may be executed in counterparts,
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each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument, provided that each party executed at
least one counterpart.
9. Entire Agreement. This Agreement embodies the entire agreement
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and understanding of the parties in respect of the subject matter. There are no
restrictions, promises, representations, warranties, covenants, or undertakings,
other than those expressly
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set forth or referred to herein. This Agreement supersedes all prior agreements
and understanding between the parties with respect to such subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
SELLER:
HERITAGE BANK OF COMMERCE
By: /s/ RICHARD HAGARTY
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PURCHASER:
UNITED BREWERIES OF AMERICA, INC.
By: /s/ ANIL PISHARODY
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