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) NOVEMBER 11, 1997
AMERICAN CRAFT BREWING INTERNATIONAL LIMITED
(EXACT NAME OF REGISTRANT 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 November 11, 1997 American Craft Brewing International Limited (the
"Company"), entered into a loan agreement with Entrepreneurial Investors Ltd.
(the "Lender") and borrowed U.S. $900,000 from the Lender. The outstanding
principal amount of the senior note evidencing the loan bears interest at the
rate of 10% per annum, is senior to all other indebtedness of the Company, and
is payable in a single payment of principal and accrued interest on March 31,
1998.
The note is secured by a pledge of all of the shares of capital stock of
AmBrew USA, Inc., Cerveceria Rio Bravo, S.A. de C.V. and South China Brewing
Company, each of which is a wholly-owned subsidiary of the Company. The note is
also secured by the Company's sixty percent (60%) interest in Celtic Brew LLC.
The Company will use a portion of the proceeds to pay the principal and
accrued interest due on the loan from Internacional de Mexico S.A. de C.V.
extended to Cerveceria Rio Bravo S.A. de C.V. ("Rio Bravo"), a wholly-owned
subsidiary the Company, and to pay the principal and accrued interest due on a
loan from Equity Services, Ltd. and fees and expenses due to Equity Services,
Ltd. The loan from Internacional de Mexico S.A. de C.V. was previously
disclosed on the Company's Form 8-K dated September 24, 1997. The Company will
use the remaining proceeds of the loan for its continuing operations.
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:
10.38 Loan Agreement dated November 11, 1997 between American Craft Brewing
International Limited and Entrepreneurial Investors, Ltd.
10.39 Senior Promissory Note dated November 11, 1997 between American Craft
Brewing International Limited and Entrepreneurial Investors, Ltd.
10.40 Pledge Agreement dated November 11, 1997 between American Craft Brewing
International Limited and Entrepreneurial Investors, Ltd.
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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: November 20, 1997 By: /s/ James L. Ake
--------------------------------
James L. Ake
Executive Vice President
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EXHIBIT INDEX
10.38 Loan Agreement dated November 11, 1997 between American Craft Brewing
International Limited and Entrepreneurial Investors, Ltd.
10.39 Senior Promissory Note dated November 11, 1997 between American Craft
Brewing International Limited and Entrepreneurial Investors, Ltd.
10.40 Pledge Agreement dated November 11, 1997 between American Craft Brewing
International Limited and Entrepreneurial Investors, Ltd.
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