UNITED STATES 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) September 24, 1997
AMERICAN CRAFT BREWING INTERNATIONAL LIMITED
(EXACT NAME OF REGISTRATION BUSINESS AS SPECIFIED IN ITS CHARTER)
1-12119
(COMMISSION FILE NUMBER)
BERMUDA 72-1323940
(STATE OF OTHER JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE GALLERIA BOULEVARD, SUITE 1714, METAIRIE, LOUISIANA 70001
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
(504) 849-2739
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Item 5. Other Events.
On September 24, 1997, Cerveceria Rio Bravo S.A. de C.V. ("Rio Bravo"), a
wholly-owned subsidiary of American Craft Brewing International Limited (the
"Company"), borrowed U.S. $300,000.00 from Internacional de Mexico S.A. de C.V.
(the "Lender"). Rio Bravo paid to the Lender an origination fee of U.S.
$6,000.00. Rio Bravo may use the proceeds of the loan solely for the purpose of
paying its past due, current and future obligations incurred in connection with
the maintenance and operations of its brewing facilities.
The outstanding principal amount of the note evidencing the loan bears
interest at the rate of 12% per annum, and the note is payable in a single
payment of principal and accrued interest on November 23, 1997. Rio Bravo may
prepay the loan, in whole or in part, without any prepayment penalty. The note
is secured by a security interest granted by Rio Bravo in favor of the Lender in
all of the accounts receivable, inventory, equipment, fixed assets, furniture
and fixtures of Rio Bravo.
As further consideration for the loan, the Company issued to the Lender
warrants to purchase 100,000 shares of common stock of the Company. The
exercise price of the warrants is U.S. $.50 per share, and the warrants are
exercisable at any time from and after the earlier of (i) November 23, 1997 or
(ii) the date of the repayment of the loan, until September 24, 2002.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Proforma Financial Information.
Not Applicable
(c) Exhibits.
The following exhibits are filed herewith:
10.34 Lending and Proceeds of Loan Agreement dated September 24, 1997
among American Craft Brewing International Limited, Cerveceria Rio
Bravo S.A. de C.V. and Internacional de Mexico S.A. de C.V.
10.35 Promissory Note secured by Security Agreement dated September 24,
1997 in the original principal amount of U.S. $300,000 by Cerveceria
Rio Bravo S.A. de C.V. in favor of Internacional de Mexico S.A. de
C.V.
10.36 Security Agreement dated as of September 24, 1997 between Cerveceria
Rio Bravo S.A. de C.V. and Internacional de Mexico S.A. de C.V.
10.37 Redeemable Warrant dated September 24, 1997 between American Craft
Brewing International Limited and Internacional de Mexico S.A. de
C.V.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.
AMERICAN CRAFT BREWING
INTERNATIONAL LIMITED
Date: October 6, 1997 By: /s/James L. Ake
---------------------------
James L. Ake
Executive Vice President
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EXHIBIT INDEX
10.34 Lending and Proceeds of Loan Agreement dated September 24, 1997 among
American Craft Brewing International Limited, Cerveceria Rio Bravo S.A.
de C.V. and Internacional de Mexico S.A. de C.V.
10.35 Promissory Note secured by Security Agreement dated September 24, 1997 in
the original principal amount of U.S. $300,000 by Cerveceria Rio Bravo
S.A. de C.V. in favor of Internacional de Mexico S.A. de C.V.
10.36 Security Agreement dated as of September 24, 1997 between Cerveceria Rio
Bravo S.A. de C.V. and Internacional de Mexico S.A. de C.V.
10.37 Redeemable Warrant dated September 24, 1997 between American Craft
Brewing International Limited and Internacional de Mexico S.A. de C.V.
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