-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WNXkQ0Ttcrk6etZtz9tqyOyROwvkKn75LIwlCgrKdLnz+sX6R8BZTrZdE54PY8s+ QCdMw8dfxKd72ZcUVI8iAg== 0000929624-97-001599.txt : 19971224 0000929624-97-001599.hdr.sgml : 19971224 ACCESSION NUMBER: 0000929624-97-001599 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971223 SROS: PSE GROUP MEMBERS: UNITED BREWERIES OF AMERICA INC GROUP MEMBERS: VIJAY MALLYA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MENDOCINO BREWING CO INC CENTRAL INDEX KEY: 0000919134 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 680318293 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46539 FILM NUMBER: 97743214 BUSINESS ADDRESS: STREET 1: 13351 S HWY 101 CITY: HOPLAND STATE: CA ZIP: 95449 BUSINESS PHONE: 7077441015 MAIL ADDRESS: STREET 1: 13351 S HWY 101 CITY: HOPLAND STATE: CA ZIP: 95449 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED BREWERIES OF AMERICA INC CENTRAL INDEX KEY: 0001048728 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: THREE HARBOR DRIVR, SUITE 115 CITY: SAUSALITO STATE: CA ZIP: 94965 BUSINESS PHONE: 4152891400 SC 13D/A 1 SCHEDULE 13D/A 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. ------------------------------------ (NAME OF ISSUER) Common Stock ------------------------------------ (TITLE OF CLASS OF SECURITIES) 586579 10 4 (CUSIP NUMBER) ------------------------------------ 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 ---------------------------------------- (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) - ------------------- /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). - ------------------------------------------------------------------------------ CUSIP NO. 586579 10 4 13D PAGE 2 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON United Breweries of America, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_] (B) [X] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS OO, AF - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_] IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,149,647 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.1% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ CUSIP NO. 586579 10 4 13D PAGE 3 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON Vijay Mallya S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_] (B) [X] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS OO, AF - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION India - ------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,149,647 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.1% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ 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 ------------------------------------------------- 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 ---------------------- 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 -------------------------------- 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 -------------------------------- 1. Agreement dated as of December 16, 1997 by and between Heritage Bank of Commerce and the Reporting Person. 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 ---------------- Name: Vijay Mallya Title: Chairman and Chief Executive Officer VIJAY MALLYA By /s/ VIJAY MALLYA ---------------- Vijay Mallya Page 6 EXHIBIT INDEX ------------- 1. Agreement dated as of December 16, 1997 by and between Heritage Bank of Commerce and the Reporting Person. EX-1 2 AGREEMT DTD 12-16-97 BETWEEN HERITAGE BANK AND UNITED BREWERIES 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 -------------- all of its right, title and interest to the Shares. 2. Purchase Price. The Purchaser shall pay Seller $67,500 for the -------------- Shares. 3. Closing Date. The sale of Shares shall take place on December 16, ------------ 1997. 4. Representation by Seller. Seller represents and warrants that it ------------------------ 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 -------------- 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 ----------------- 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 ------------- 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, ------------ 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 ---------------- 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 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 ----------------------- PURCHASER: UNITED BREWERIES OF AMERICA, INC. By: /s/ ANIL PISHARODY --------------------- 2 -----END PRIVACY-ENHANCED MESSAGE-----