-----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, CG8+pUn+url1D9DCM7Yri3taAyGGu6MjUuVCVkSgQKOqamuc49m9TYvSFLfhMXOt QOpYYQscFXmfrlo+1zEE4A== 0001188112-04-001213.txt : 20040816 0001188112-04-001213.hdr.sgml : 20040816 20040816154045 ACCESSION NUMBER: 0001188112-04-001213 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040816 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: 1934 Act SEC FILE NUMBER: 005-46539 FILM NUMBER: 04978526 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 IRS NUMBER: 680393017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: THREE HARBOR DRIVE, SUITE 115 CITY: SAUSALITO STATE: CA ZIP: 94965 BUSINESS PHONE: 4152891400 MAIL ADDRESS: STREET 1: THREE HARBOR DRIVE STREET 2: SUITE 115 CITY: SAUSALITO STATE: CA ZIP: 94965 SC 13D/A 1 tsc13da-3338c.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 11)* Mendocino Brewing Company, Inc. ------------------------------------------------ (Name of Issuer) Common Stock ------------------------------------------------ (Title of Class of Securities) 586579104 ------------------------------------------------ (CUSIP Number) Sara Finigan, Esq. 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 14, 2004 ------------------------------------------------ (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). NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON United Breweries of America, Inc. ("UBA") 68-0393017 - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 OO - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) 5 N.A. [_] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 4,403,862 shares of common stock, except that Dr. Vijay Mallya ("Mallya") may be deemed to have shared power to vote these shares because SHARES UBA is owned by a foreign corporation, the ownership of which is controlled by fiduciaries who may exercise discretion in favor of Mallya BENEFICIALLY among others. Such shares include 1,316,044 shares that are issuable upon the conversion of the principal amount, together with the accrued OWNED BY but unpaid interest, of the convertible notes issued to UBA. ------------------------------------------------ EACH SHARED VOTING POWER 8 See response to Row 7. REPORTING ------------------------------------------------ SOLE DISPOSITIVE POWER 9 PERSON 4,403,862 shares of common stock, except that Mallya may be deemed to have shared power to dispose of these shares because UBA is owned by WITH a foreign corporation, the ownership of which is controlled by fiduciaries who may exercise discretion in favor of Mallya among others. Such shares include 1,316,044 shares that are issuable upon the conversion of the principal amount, together with the accrued but unpaid interest, of the convertible notes issued to UBA. ------------------------------------------------ SHARED DISPOSITIVE POWER 10 See response to row 9. - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,403,862 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 35.0% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 CO - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dr. Vijay Mallya ("Mallya") N.A. - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 OO - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) 5 N.A. [_] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 India - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 0 ------------------------------------------------ SHARED VOTING POWER SHARES 8 9,903,862 shares of common stock, all of which BENEFICIALLY are directly owned by either UBA or Inversiones Mirabel, S.A., a Panamanian corporation ("Inversiones"). Such shares include 1,316,044 OWNED BY shares that are issuable upon the conversion of the principal amount, together with the accrued but unpaid interest, of the convertible notes EACH issued to UBA. Mallya may be deemed to be a beneficial owner of UBA and Inversiones because each such entity is owned by a foreign entity, REPORTING the ownership of which is controlled by fiduciaries who may exercise discretion in favor of Mallya among others. Accordingly, Mallya may PERSON be deemed to have shared power to vote these shares. Inversiones' interest in the Issuer's common stock is reported on a separate Schedule WITH 13D. ------------------------------------------------ SOLE DISPOSITIVE POWER 9 0 ------------------------------------------------ SHARED DISPOSITIVE POWER 10 9,903,862 shares of common stock, all of which are directly owned by UBA and Inversiones. Such shares include 1,316,044 shares that are issuable upon the conversion of the principal amount, together with the accrued but unpaid interest, of the convertible notes issued to UBA. 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. - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 9,903,862 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 78.7% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN - -------------------------------------------------------------------------------- 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, 7, 8, 9, and 10 (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. On February 14, 2002, The Reporting Person and the Issuer entered into an Extension of Term of Notes Under Master Line of Credit Agreement, as amended in August of 2002, March of 2003, August of 2003, and August of 2004 (the "Extension Agreement"). Pursuant to the Extension Agreement, the terms of all of the notes made under the credit facility have been extended until August 31, 2005. Accrued but unpaid interest on such notes totaled approximately $458,700 as of August 14, 2004. 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 approximately $1,974,100 as of August 14, 2004. 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 14, 2004, the Reporting Person beneficially owns 4,403,862 shares of the Issuer's Common Stock, which constitute approximately 35.0% of the shares of the Issuer's Common Stock that would be outstanding following such a conversion. Inversiones is the beneficial owner of 5,500,000 shares of the Issuer's Common Stock. Dr. Mallya may be deemed to have a shared power to vote and dispose of 9,903,862 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 9,903,862 shares constitute approximately 78.7% of the shares of Common Stock that would be outstanding following such a conversion. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Fourth Amendment to Extension of Term of Notes Under Master Line of Credit Agreement, dated August 14, 2004, between the Reporting Person and the Issuer. Such Fourth Amendment to Extension of Term of Notes Under Master Line of Credit Agreement 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 14, 2004 UNITED BREWERIES OF AMERICA, INC. - ------------------------------- By: /s/ Dr. Vijay Mallya ---------------------------------------- Name: Dr. Vijay Mallya Title: Chairman and Chief Executive Officer DR. VIJAY MALLYA /s/ Dr. Vijay Mallya -------------------------------------------- Dr. Vijay Mallya ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Found on Sequentially Exhibit No. Numbered Pages - ----------- -------------- 1. Fourth Amendment to Extension of Term 6 of Notes Under Master Line of Credit Agreement dated as of August 14, 2004 EX-1 2 tex1-3338c.txt EX-1 EXHIBIT 1 FOURTH AMENDMENT TO EXTENSION OF TERM OF NOTES UNDER MASTER LINE OF CREDIT AGREEMENT This Fourth Amendment to Extension of Term of Notes under Master Line of Credit Agreement (this "Amendment") is entered into to be effective as of August 14, 2004 (the "Effective Date") by and between MENDOCINO BREWING COMPANY, INC., a California corporation ("Borrower"), and UNITED BREWERIES OF AMERICA, INC., a Delaware corporation ("Lender"). RECITALS A. Borrower and Lender entered into an Extension of Term of Notes Under Master Line of Credit Agreement dated February 14, 2002, and amended as of August 15, 2002, March 31, 2003 and August 14, 2003 (the "Original Agreement"), which provides that the terms of certain of the Notes made by Borrower in favor of Lender shall be extended until August 14, 2004. B. Subject to the terms and conditions of this Amendment, the parties now wish to further extend the terms of certain of the Notes. C. Any capitalized terms not otherwise defined herein shall have the meanings set forth in the Original Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, Borrower and Lender agree as follows: 1. EXTENSION OF TERM. Section 1 of the Original Agreement is amended to read as follows: The Notes provide that Lender has the right, at any time on or after the respective maturity dates of the Notes, to convert the Notes into shares of Borrower's common stock. However, Section 3 of the Notes provides that in the event that Lender has not converted the entire principal amount of any Note on or before its respective maturity date, Lender has the right to extend the term of such Note for a period of time mutually agreed upon between Lender and Borrower. Borrower and Lender had previously agreed to extend the term of each of the Notes itemized Nos. 1 through 8 on EXHIBIT A, effective as of the maturity date of each respective Note, for an indefinite period of time pending the Borrower's and Lender's discussions regarding conversion of the Notes; this Agreement hereby confirms that agreement. The parties hereby modify their previous agreement and agree to extend the term of each of the Notes itemized Nos. 1 through 13 on EXHIBIT A, effective as of the maturity date of each respective Note, for a period of time ending on August 31, 2005. 2. GOVERNING LAW. This Amendment shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles of that or any other jurisdiction. 3. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all taken together shall constitute one and the same instrument. 4. MISCELLANEOUS. This Amendment, in connection with the Original Agreement, contains all of the agreements, conditions, promises and covenants between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations or understandings with respect to the subject matter hereof. In the event of any conflict between the terms of the Original Agreement and this Amendment, the terms of this Amendment shall govern. Except as set forth in this Amendment, the terms of the Original Agreement shall remain in full force and effect. This Amendment may not be amended, modified, altered or otherwise changed in any respect except by written agreement signed by authorized representatives on behalf of Borrower and Lender. If any one or more of the provisions contained in this Amendment shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforce ability of the remaining provisions contained herein shall not in any way be affected or impaired. IN WITNESS WHEREOF, duly executed representatives of each of the parties hereto have executed and delivered this Amendment, to be effective as of the Effective Date first stated above.
Borrower: Lender: MENDOCINO BREWING COMPANY, INC. UNITED BREWERIES OF AMERICA, INC. a California corporation a Delaware corporation By: /s/ N. Mahadevan By: /s/ Harmohan S. Bedi Name: N. Mahadevan Name: Harmohan S. Bedi Title: Chief Financial Officer and Secretary Title: Authorized Signatory
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