FREDERICK BREWING CO
8-K, 1998-11-20
MALT BEVERAGES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                          ----------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                          ----------------------------

Date of Report (Date of earliest event reported) November 6, 1998


                              FREDERICK BREWING CO.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    MARYLAND
- --------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)



        0-27800                                            52-1769647
- ------------------------                       ---------------------------------
(Commission File Number)                       (IRS Employer Identification No.)

4607 Wedgewood Boulevard, Frederick, Maryland                            21703
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code:  (301) 694-7899

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<PAGE>

Item 6.  Resignation of a Director

         Effective November 6, 1998, James Lutz resigned as a director of
Frederick Brewing Co. Mr. Lutz will continue to serve as the president and a
director of Wild Goose Brewery, Inc., a wholly-owned subsidiary of the Company,
until his current employment agreement expires on January 28, 1999.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:  November 20, 1998            FREDERICK BREWING CO.



                                     By: /s/ Kevin E. Brannon
                                     ------------------------------------
                                     Chairman and Chief Executive Officer


<PAGE>


Index of Exhibits
- --------------------------------------------------------------------------------

Exhibit 17 - Memorandum of Jim Lutz, November 6, 1998

Exhibit 99.1 - Press Release, November 20, 1998



<PAGE>


TO: Frederick Brewing Company Board Members

FROM: Jim Lutz

DATE: November 6, 1998

================================================================================

Let this memorandum serve as notification that effective immediately I resign
from my responsibilities as a member of the Frederick Brewing Company Board of
Directors.





                                                                    Exhibit 99.1

FREDIRICK
[LOGO]             FOR IMMEDIATE RELEASE:        CONTACT:  Andrea J. Keller
BREWING CO.        November 20, 1998                       Frederick Brewing Co.
                                                           301-694-7899 x120


                        FBC Announces Personnel Changes
      Mid-Altantic's Largest Craft Brewer Takes Steps to Improve Financial
                                  Performance

4 6 0 7                 FREDERICK, MD -- Frederick Brewing Co. (NASDAQ: BLUE)
WEDGEWOOD               announced today personnel changes that the specialty
BOULEVARD               brewer says will streamline its sales and distribution
                        management and help reduce costs in 1999.
FREDERICK
MARYLAND                The changes include the planned departures of Jim Lutz, 
2 1 7 0 3               president of Frederick Brewing Co. (FBC) subsidiary,    
                        Wild Goose Brewery, and Marc Tewey, president of FBC    
P (888) 258-7434        subsidiary, Brimstone Brewing Co. Both will leave the   
                        Company when their current contracts expire in January, 
p (301) 694-7899        1999. FBC President and COO, Marjorie McGinnis, will    
                        then serve as president of all Companies, and current   
F (301) 694-2971        personnel will absorb the sales and marketing functions 
                        of both subsidiaries. Jim Lutz also resigned from FBC's 
www.fredbrew.com        Board of Directors, effective November 6, 1998. Lutz had
                        been a director since the merger between the Wild Goose 
                        Brewery and Frederick Brewing Co. in January of 1998.   
                        
                        "Jim and Marc have been excellent contributors to the
                        future of the Company," said Frederick Brewing Co.
                        Chairman and CEO Kevin Brannon, "helping us integrate
                        their brands into the Frederick Brewing Co. portfolio.
                        We will miss Jim's experience and Marc's energy."
                        Brannon said both men intend to pursue other career
                        interests outside the brewing industry.

                        Separately, the Company has also disclosed the departure
                        of Craig O'Connor, former director of new business
                        development, who resigned October 6, 1998. O'Connor had
                        served as FBC Vice President of Finance and
                        Administration, from 1994 -- 1997, until moving to his
                        most recent position in late 1997. His position, created
                        primarily to service new, outside markets, will not be
                        filled in the immediate future. Instead, existing
                        personnel will absorb O'Connor's responsibilities.
                        "Craig's hard work, loyalty, and unflagging optimism had
                        a lot do to with this Company's growth from 600 barrels
                        to 35,000 barrels," Brannon said. "We will all miss
                        him." O'Connor also intends to pursue career
                        opportunities outside the brewing industry.

                        FBC President Marjorie McGinnis noted, "These changes,
                        although painful, reflect our belief that these
                        top-heavy management positions had to be eliminated to
                        maintain competitiveness in the current market
                        environment. Together with additional overhead
                        reductions, these changes should ensure that we continue
                        the improvement in financial performance we've made in
                        the second half of 1998."


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