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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Pyramid Breweries Inc.
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
747135101
(CUSIP Number)
Carolyn S. Reiser, Esq.
Shartsis Friese & Ginsburg
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 22, 1998
(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 / /.
Check the following box if a fee is being paid with the statement . (A fee
is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
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.
* 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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 747135101 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Brookhaven Capital Management, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /XX/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF and WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 873,825
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
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10 SHARED DISPOSITIVE POWER
873,825
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
873,825
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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)
10.6%
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14 TYPE OF REPORTING PERSON*
OO and IA
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SCHEDULE 13D
CUSIP No. 747135101 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Vincent A. Carrino
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /XX/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 34,400
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 873,825
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 34,400
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10 SHARED DISPOSITIVE POWER
873,825
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
908,225
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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)
11.1%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 747135101 Page 4 of 8 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (the "Stock") of Pyramid
Breweries Inc. ("PBI"). The principal executive office of PBI is located
at 91 So. Royal Brougham Way, Seattle, Washington 98134.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in Instruction
C of Schedule 13D and, where applicable, their respective places of
organization, general partners, directors, executive officers and
controlling persons, and the information regarding them, are as follows:
(a) Brookhaven Capital Management, LLC, a California limited
liability company ("LLC"); Vincent A. Carrino ("Carrino"); and Daniel R.
Coleman ("Coleman").
(b) The business address of LLC and Carrino is 3000 Sandhill Road,
Building 3, Suite 105, Menlo Park, California 94025. The business address
of Coleman is 1370 116th Avenue, NE, Suite 210, Bellevue, Washington 98004.
(c) LLC is an investment adviser to various accounts, including
investment limited partnerships of which it is also a general partner.
Carrino is the sole Manager and the majority member of LLC. Coleman is the
Executive Vice President and a minority member of LLC.
(d) During the last five years, none of such persons has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of such persons was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
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SCHEDULE 13D
CUSIP No. 747135101 Page 5 of 8 Pages
(f) Carrino and Coleman are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as
follows:
Purchaser Source of Funds Amount
LLC Funds Under Management $2,274,948
Carrino Funds Under Management $ 114,277
ITEM 4. PURPOSE OF TRANSACTION.
The principal purpose of the acquisitions of Stock reported herein is
investment. Except as described below, the persons named in Item 2 of this
statement have no plans or proposals that relate to or would result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving PBI or any of its subsidiaries;
(b) A sale or transfer of a material amount of assets of PBI or
of any of its subsidiaries;
(c) Any change in the present board of directors or management
of PBI, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(d) Any material change in the present capitalization or
dividend policy of PBI;
(e) Any other material change in PBI's business or corporate
structure;
(f) Changes in PBI's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of PBI by any person;
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SCHEDULE 13D
CUSIP No. 747135101 Page 6 of 8 Pages
(g) Causing a class of securities of PBI to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(h) A class of equity securities of PBI becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(i) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial ownership of the Stock of the persons named in Item 2 of
this statement is as follows at the date hereof:
Aggregate
Beneficially
Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
LLC 873,825 10.6 0 873,825 0 873,825
Carrino 908,225 11.1 34,400 873,825 34,400 873,825
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SCHEDULE 13D
CUSIP No. 747135101 Page 7 of 8 Pages
The persons filing this statement effected the following transactions in
the Stock on the dates indicated, and such transactions are the only
transactions by the persons filing this statement in the Stock since August
22, 1998.
Purchase Number Price
Name or Sale Date of Shares Per Share
LLC P 10/13/98 14,000 1.13
LLC P 10/15/98 25,000 1.19
LLC P 10/22/98 40,000 1.49
LLC P 10/22/98 28,000 1.38
LLC P 12/24/98 10,000 1.47
All transactions were executed on the Nasdaq National Market.
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
LLC, a registered investment adviser, is a general partner of limited
partnerships pursuant to limited partnership agreements providing to LLC
the authority, among other things, to invest the funds of the partnerships
in Stock, to vote and dispose of Stock and to file this statement on behalf
of the partnerships. Pursuant to such limited partnership agreements, LLC
is entitled to allocations based on assets under management and realized
and unrealized gains. Pursuant to investment management agreements, LLC is
authorized, among other things, to invest funds of its various investment
advisory clients, and to vote and dispose of those securities. Such
investment management agreements may be terminated by either party on
notice as provided in such agreements and provide for fees payable to LLC
based on assets under management and realized and unrealized gains. No
single client of LLC holds more than 5% of the Stock. Carrino is
authorized by various individuals and entities to invest funds of those
individuals and entities and to vote and dispose of those securities.
Carrino does not receive any fees for such activities.
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SCHEDULE 13D
CUSIP No. 747135101 Page 8 of 8 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify
that the information set forth in this statement is true, complete and
correct.
DATED: February 26, 1999
/s/ Vincent A. Carrino
_____________________________
Vincent A. Carrino
BROOKHAVEN CAPITAL MANAGEMENT, LCC
/s/ Vincent A. Carrino
By: _______________________
Vincent A. Carrino
Manager
CSR\4193\013\1032053.01
