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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): JUNE 9, 1998
PETE'S BREWING
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 0-26834 77-0110743
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(STATE OF OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
514 HIGH STREET
PALO ALTO, CA 94301
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(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (650) 328-7383
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 5. OTHER EVENTS
Pete's Brewing Company (the "Registrant") has entered into an Agreement
and Plan of Merger dated as of May 22, 1998 (the "Merger Plan") among PBC
Holdings, Inc., a Texas corporation ("Parent"), PBC Acquisition Corp., a Texas
corporation and wholly-owned subsidiary of Parent ("Merger Sub"), The Gambrinus
Company, a Texas corporation, and the Registrant pursuant to which Merger Sub
will merge with and into the Registrant (the "Merger"), the Registrant will be
the surviving corporation and will become a wholly-owned subsidiary of Parent
and each outstanding share of Common Stock, no par value per share, of the
Registrant and the accompanying preferred share purchase right issued pursuant
to the terms of the Preferred Shares Rights Agreement dated as of November 25,
1996 between the Registrant and Norwest Bank Minnesota, N.A., as Rights Agent,
as amended, will be converted into the right to receive $6.375 in cash, without
interest. If the Merger is consummated, the Registrant's shareholders would no
longer hold any interest in the Registrant following the Merger.
Consummation of the Merger is conditioned upon, among other things, the
affirmative vote of the holders of a majority of the outstanding shares of the
Registrant's Common Stock and the expiration or termination of any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended. The Registrant will hold a Special Meeting of Shareholders (the
"Special Meeting") to consider and vote upon a proposal to approve and adopt the
Merger Agreements and to approve consummation of the Merger. A proxy statement
complying with the rules and regulation of the Securities and Exchange
Commission and describing certain aspects of the Merger and Merger Agreements
will be furnished to shareholders of the Company in connection with the
solicitation of proxies by the Registrant for use at the Special Meeting.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
99.1 Agreement and Plan of Merger, dated May 22, 1998, among PBC
Holdings, Inc., PBC Acquisition Corp., The Gambrinus Company
and Pete's Brewing Company.
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Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PETE'S BREWING COMPANY
By: /s/ STEPHEN L. COOKE
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Stephen L. Cooke
Vice President, Finance and
Administration
Date: June 9, 1998
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