SC 13D 1 d26639_sc13d.txt GENERAL STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 8)* Mendocino Brewing Company, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 586579104 (CUSIP Number) Sara E. Mugge Coblentz, Patch, Duffy & Bass, LLP 222 Kearny Street, 7th Floor San Francisco, California 94108 415/391-4800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 13, 2001 (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(e), 13d-1(f), or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See Rule 13d-7 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). 1 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON United Breweries of America, Inc. ("UBA") 68-0393017 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) N.A. [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 4,219,125 shares of common stock, except that Dr. Vijay Mallya ("Mallya") may be deemed to have shared power to vote these shares because UBA is owned by a foreign corporation, the ownership of which is controlled by fiduciaries who may exercise discretion in favor of Mallya among others. Such number of shares include 1,131,307 shares that are issuable upon the conversion of the principal amount, together with accrued but unpaid interest, of the convertible notes issued to UBA. Additional convertible notes may be issued in favor of UBA which, if issued, would be convertible up to an additional 56,419 shares of common stock. NUMBER OF SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH See response to Row 7. REPORTING PERSON ----------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 4,219,125 shares of common stock, except that Mallya may be deemed to have shared power to dispose of these shares because UBA is owned by a foreign corporation, the ownership of which is controlled by fiduciaries who may exercise discretion in favor of Mallya among others. Such number of shares include 1,131,307 shares that are issuable upon the conversion of the principal amount, together with accrued but unpaid interest, of the convertible notes issued to UBA. Additional convertible notes may be issued in favor of UBA which, if issued, would be convertible up to an additional 56,419 shares of common stock. -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER See response to row 9. -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,219,125 shares -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* N.A. [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.5% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- 2 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dr. Vijay Mallya ("Mallya") N.A. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [_] N.A. -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION India -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ------------------------------------------------------- 8 SHARED VOTING POWER 9,719,125 shares of common stock, all of which are directly owned by either UBA or Inversiones Mirabel, S.A., a Panamanian corporation ("Inversiones") (as more fully described in Item 3 of this Amendment No. 8). Mallya may be deemed to be a beneficial owner of UBA and Inversiones because each such entity is owned by a foreign entity, the ownership of which is controlled by fiduciaries who may exercise discretion in favor of Mallya among others. Accordingly, Mallya may be deemed to have shared power to vote these shares. Such number of shares include 1,131,307 shares that are issuable upon the conversion of the principal amount, together with accrued but unpaid interest, of the convertible notes issued to UBA. Additional convertible notes may be issued in favor of UBA which, if issued, would be convertible up to an additional 56,419 shares of common stock. Inversiones' NUMBER OF interest in the Issuer's common stock is SHARES reported on a separate Schedule 13D. BENEFICIALLY OWNED BY ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 9,719,125 shares of common stock, all of which are directly owned by UBA and Inversiones (as more fully described in Item 3 of this Amendment No. 8). Mallya may be deemed to be a beneficial owner of UBA and Inversiones because each such entity is owned by a foreign entity, the ownership of which is controlled by fiduciaries who may exercise discretion in favor of Mallya among others. Accordingly, Mallya may be deemed to have shared power to dispose of these shares. Such number of shares include 1,131,307 shares that are issuable upon the conversion of the principal amount, together with accrued but unpaid interest, of the convertible notes issued to UBA. Additional convertible notes may be issued in favor of UBA which, if issued, would be convertible up to an additional 56,419 shares of common stock. -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 9,719,125 shares -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 N.A. [_] -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 79.5% -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN -------------------------------------------------------------------------------- 3 United Breweries of America, Inc., a Delaware corporation (the "Reporting Person") and Dr. Vijay Mallya ("Mallya") hereby amend the single joint statement on Schedule 13D as amended by Amendments No. 1, 2, 3, 4, 5, 6 and 7 (collectively the "Schedule 13D") filed with the Securities and Exchange Commission with respect to certain shares of common stock ("Common Stock"), no par value, and certain convertible notes of Mendocino Brewing Company, Inc. (the "Issuer"), as follows: Item 3. Source and Amount of Funds or Other Consideration. The sixth paragraph of Item 3 is amended to read, in its entirety, as follows: The Reporting Person agreed at a regularly scheduled meeting of the Board of Directors of the Issuer, to increase the maximum principal amount of the existing credit facility from $1,200,000 to $1,600,000. All of the other terms and conditions of the credit facility shall remain the same. On April 28, 2000, September 11, 2000, September 30, 2000, December 31, 2000, February 12, 2001, and July 1, 2001 the Issuer made draws of the credit facility in the amounts of $151,317.59, $300,000, $19,938, $5,031, $317,677.94, and $6,279.54, respectively. Accrued but unpaid interest on such draws totals $181,590 as of August 15, 2001. Accordingly, the aggregate amount drawn on the credit facility as shown in this paragraph and the paragraph immediately preceding it, together with accrued interest thereon, is equal to $1,696,961 which corresponds to the right to acquire up to 1,131,307 shares of Common Stock at a conversion price of $1.50 per share. Any accrued but unpaid interest is also convertible into Common Stock at the conversion price of $1.50 per share. New paragraphs 7 and 8 are added to Item 3 to read, in their entirety, as follows: On August 13, 2001, the Issuer consummated a transaction (the "UBI Purchase") whereby, pursuant to a Share Purchase Agreement, dated November 3, 2000, among the Issuer, Inversiones Mirabel, S.A., a Panamanian corporation ("Inversiones") and Golden Eagle Trust, an Isle of Man trust, in exchange for 5,500,000 shares of the Issuer's Common Stock, the Issuer acquired from Inversiones all of the issued and outstanding capital stock of United Breweries International (UK) Limited, a company organized under the laws of England and Wales ("UBI"). The shares of Common Stock issued to Inversiones constituted approximately 49.6% of the Issuer's outstanding Common Stock. As a consequence of the UBI Purchase, UBI has become a wholly-owned subsidiary of the Issuer. The UBI Purchase was a related party transaction, because Inversiones is owned by Golden Eagle Trust, which also owns a foreign corporation which owns the Reporting Person. Because the trustees who control Golden Eagle Trust have the ability to act in favor of Mallya, he may have a material financial interest in both the Issuer, through the Reporting Person's ownership of the Issuer's shares, and in Inversiones. Mallya is also the Issuer's Chairman of the Board and Chief Executive Officer. Item 4. Purpose of Transaction. The last paragraph of Item 4 is amended to read, in its entirety, as follows: With respect to Mallya, the purpose of the UBI Purchase was to avail the Issuer of several potential benefits, including the belief that the business of UBI complements the operations, business, and financial condition of the Issuer. In addition, the acquisition of UBI by the Issuer may help accelerate the growth rate of UBI and its subsidiary, UBSN Ltd., a United Kingdom corporation, especially with respect to its United States markets. It is believed that the UBI Purchase will provide UBI the opportunity to increase its business relationships in the United States through its connection with the Issuer, and that through closer relationships with the Issuer and potential relationships with other companies with which the Issuer does business, UBI may be able to significantly increase its volumes and accelerate and enhance its product offerings. This would presumably enhance the value of the current investments of Inversiones, the Reporting Person and Mallya in the Issuer. Item 5. Interest in Securities of the Issuer. The first paragraph of Item 5(a) is amended to read, in its entirety, as follows: (a) See responses to Rows 7, 8, 9, and 10 for each of the Reporting Person and Mallya. As of August 16, 2001, the Reporting Person beneficially owns 4,219,125 shares of the Issuer's Common Stock, which would constitute approximately 34.5% of the Issuer's outstanding Common Stock if the Reporting Person converted all of the convertible notes held by it. If the Issuer draws on the entire amount of the credit facility, assuming no additional accruals or interest, 4 the Reporting Person would be the beneficial owner of an additional 56,419 shares of Common Stock, constituting, in the aggregate, approximately 35% of the outstanding Common Stock. Inversiones is the beneficial owner of 5,500,000 shares of the Issuer's Common Stock. Mallya may be deemed to have a shared power to vote and dispose of 9,719,125 shares of the Issuer's Common Stock because approximately 97% of the Reporting Person is owned by a foreign corporation, and the shares of such foreign corporation and Inversiones are controlled by fiduciaries who may exercise discretion in favor of Mallya amongst others. The 9,719,125 shares would constitute approximately 79.5% of the outstanding Common Stock if the Reporting Person converted all of the convertible notes held by it. If the Issuer draws on the entire amount of the credit facility, assuming no additional accruals or interest, Mallya could be deemed to have a shared power to vote and dispose of an additional 56,419 shares of Common Stock, constituting, in the aggregate, approximately 80% of the then outstanding Common Stock. The first paragraph of subsection 5(d) is amended to read, in its entirety, as follows: Neil McGlynn and Balaram Dayaram Datwani, directors of the Reporting Person, own an aggregate of approximately 2.5% of the outstanding stock of the Reporting Person and hence, may be deemed to have the right to direct the receipt of dividends from or the proceeds from the sale of the shares of the Common Stock beneficially owned by the Reporting Person. A new paragraph (d) is added to Item 5 to read as follows: Except for Inversiones, as described in Item 3, and the persons set forth in the paragraph above, no other person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such shares of Common Stock beneficially owned by the Reporting Person or Mallya. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. New paragraphs are added to Item 6 to read as follows: Pursuant to the UBI Purchase, the Issuer, Inversiones and Golden Eagle Trust entered into a Share Purchase Agreement, dated November 3, 2000 (the "Agreement"). The transactions contemplated by the Agreement were consummated on August 13, 2001. The following summary of the Agreement is modified in its entirety by reference to the terms of the Agreement itself, a copy of which is attached to this Amendment No. 8. Any conflict between the following description and the actual terms of the Agreement shall be resolved by reference to, and in favor of, the actual Agreement. Pursuant to the Agreement, the Issuer agreed to buy from Inversiones all of the outstanding shares of UBI in exchange for 5,500,000 shares of the Issuer's previously unissued Common Stock. The shares of Common Stock issued to Inversiones constituted approximately 49.6% of the Issuer's outstanding Common Stock after consummation of the UBI Purchase. As a consequence of the UBI Purchase, UBI became a wholly-owned subsidiary of the Issuer. The Issuer also agreed to seek, and in fact did obtain, shareholder approval for the election of one Director, who was proposed by Inversiones, to its Board of Directors. Under the terms of the Agreement, Inversiones made a number of representations and warranties with respect to UBI and its operating subsidiary, UBSN Ltd., a United Kingdom corporation ("UBSN"). Each of these representations and warranties, and the performance by Inversiones of its indemnity obligations with respect thereto, were unconditionally indemnified and guaranteed by Golden Eagle Trust, which must indemnify and hold the Issuer harmless against any and all losses, damages, costs, and expenses suffered or incurred by the Issuer as the result of any breach by Inversiones of any of such representations, warranties, or indemnities. Further, Inversiones and Golden Eagle Trust have jointly and severally agreed to indemnify UBI against any and all claims, losses, and liabilities which UBI may incur arising out of a guarantee previously given by UBI to an unrelated third party in connection with a lease of certain property by a former affiliate of UBI's. The Agreement imposes a series of restrictions on certain activities by Inversiones for a period of two years following the closing, including the following: (i) No competition: Inversiones will not, directly or indirectly, engage in any business which competes with the business of UBI or UBSN in any country in which UBI or UBSN has carried on that business during the year preceding the closing of the Agreement. (ii) No solicitation of customers: Inversiones will not solicit or entice away the business of any customer of UBI or UBSN that has been a customer of UBI or UBSN during the year preceding the closing of the Agreement. (iii) No solicitation of employees and contractors: Inversiones will not solicit, engage, or employ any person who has been employed in a managerial, supervisory, technical, or sales capacity by, or been engaged as a consultant to, UBI or UBSN as of 5 the closing or during the six month period immediately preceding the closing of the Agreement. In addition to the foregoing covenants, Inversiones may not (i) disclose, divulge, or use any of the confidential information of UBI or UBSN; or (ii) use any name or trademark that is likely to be confused with any name or trademark (including but not limited to the "Kingfisher" trademark) that is owned by, or licensed to, UBI or UBSN in connection with a business of brewing or trading lager beer, or a business which is substantially similar to such brewing or trading business carried out by UBI or UBSN. A majority of the Issuer's shareholders approved the UBI Purchase. In addition, the Issuer received a "fairness opinion" regarding the UBI Purchase from Sage Capital LLC. Item 7. Material to be Filed as Exhibits. 1. Share Purchase Agreement, dated November 3, 2000, among the Issuer, Inversiones and Golden Eagle Trust, with respect to the UBI Purchase. Such Share Purchase Agreement is incorporated herein by reference. 2. Convertible Note dated July 1, 2001 in the principal amount of $6,279.54. Such Convertible Note is incorporated herein by reference. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 15, 2001 UNITED BREWERIES OF AMERICA, INC. ----------------------------- By: /s/ Vijay Mallya ------------------------------------- Name: Dr. Vijay Mallya Title: Chairman and Chief Executive Officer DR. VIJAY MALLYA /s/ Vijay Mallya -------------------------------------- Dr. Vijay Mallya ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Exhibit No. Found on ----------- Sequentially Numbered Pages -------------- Exhibit 1. Share Purchase Agreement, dated November 3, 2000 7 Exhibit 2. Convertible Note dated July 1, 2001 in the principal amount of $6,279.54 96 6