U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
THE SECURITIES EXCHANGE ACT OF 1934

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _______________ to ______

Commission file number 0-21423

CHICAGO PIZZA & BREWERY, INC.
(Exact name of registrant as specified in its charter)

CALIFORNIA 33-0485615
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

16162 Beach Boulevard
Suite 100
Huntington Beach, California 92647
(714) 848-3747
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
Common Stock, No Par Value NASDAQ

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO .
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. __

The aggregate market value of the common stock of the Registrant ("Common
Stock") held by non-affiliates as of December 31, 2000 based on the market price
at April 26, 2001 was $7,737,754. As of April 26, 2001, there were 7,658,321
shares of Common Stock of the Registrant outstanding and 7,964,584 Redeemable
Warrants of the Registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS

The following table sets forth certain information concerning the
members of the Company's present Board of Directors:

NOMINEE PRINCIPAL OCCUPATION AGE
- ------- -------------------- ---

Paul A. Motenko Chairman of the Board, Co-Chief Executive Officer,
Vice President and Secretary of the Company 46

Jeremiah J. Hennessy Director, Co-Chief Executive Officer
and Chief Operating Officer of the Company 42

Barry J. Grumman Senior Partner in the Law Offices of Grumman
& Rockett 50

Stanley B. Schneider Managing Partner of Gursey, Schneider & Co. 65

James A. Dal Pozzo President of The Jacmar Companies 42

Shann M. Brassfield President of Golden Resorts, Inc. 32

PAUL A. MOTENKO has been Chairman of the Board, Co-Chief Executive Officer, Vice
President and Secretary of the Company since January 2001. Previously, since its
inception in 1991, he was the Chief Executive Officer, Co-Chairman of the Board,
Vice President and Secretary of the Company. He is also Chairman of the Board
and Secretary of Chicago Pizza Northwest, Inc., a Washington corporation and
wholly owned subsidiary of the Company ("CPNI"). He is a certified public
accountant and was a founding partner in the firm Motenko, Bachtelle & Hennessy
from 1980 to 1991. In this capacity, Mr. Motenko provided accounting and
consulting services to several restaurant companies, including BJ's Chicago
Pizzeria. From 1976 to 1980, Mr. Motenko was employed as an accountant and
consultant for several accounting firms, including Kenneth Leventhal and Company
and Peat, Marwick, Main. Mr. Motenko graduated with high honors from the
University of Illinois in 1976 with a Bachelor of Science in accounting.

JEREMIAH J. HENNESSY has been Co-Chief Executive Officer and Chief Operating
Officer and Director of the Company since January 2001. Previously, since its
inception in 1991, he was the President, Chief Operating Officer and a Director
of the Company. During 1997 he was appointed the Chief Financial Officer of the
Company. He is also Chief Executive Officer and a

Director of CPNI. Mr. Hennessy is a certified public accountant and was a
partner in the firm Motenko, Bachtelle & Hennessy from 1988 to 1991. His public
accounting practice involved extensive work for food service and restaurant
clientele. He served as a controller for a large Southern California
construction company and has extensive background in construction and
development. Mr. Hennessy has also worked in various aspects of the restaurant
industry for Marie Callendar's and Knott's Berry Farm. Mr. Hennessy graduated
Magna Cum Laude from National University in 1983 with a Bachelor of Science in
accounting.

BARRY J. GRUMMAN was named a Director of the Company in November 1994. Mr.
Grumman has been the Senior Partner in the Law Offices of Grumman & Rockett, a
Newport Beach, California law firm specializing in civil litigation, since 1977.
Mr. Grumman also has extensive experience as an investor in private companies
and has invested in companies which have gone public.

STANLEY B. SCHNEIDER has been a Director of the Company since August 7, 1996.
Mr. Schneider is a certified public accountant and founding member of Gursey,
Schneider & Co. LLP, an independent public accounting firm founded in 1964 that
specializes in general accounting services, litigation support, audits, tax
consulting and compliance as well as business management and management advisory
services. Mr. Schneider serves as a director of Perceptronics, Inc., a Los
Angeles, California based technology firm; Jerry's Famous Deli, Inc., a Los
Angeles-based restaurant company, the Autry Museum of Western Heritage and
P.A.T.H., an organization dedicated to helping the homeless in Los Angeles. Mr.
Schneider obtained a Bachelor of Science in accounting from the University of
California at Los Angeles in 1958.

JAMES A. DAL POZZO has served as the President of the Jacmar Companies since
1993. He was the Chief Financial Officer and Treasurer of Jacmar from 1987 to
1992. Mr. Dal Pozzo also is President of Pacific Ventures, Ltd., a company with
operations in Guam and in Southern California. Mr. Dal Pozzo serves as a
director of The Jacmar Companies, and Pacific Ventures, Ltd. He also serves as a
trustee or board member for a number of private family foundations, trusts and
advisory boards. Mr. Dal Pozzo is a graduate, magna cum laude, from the
University of Southern California where he was named to the honorary business
society, Beta Alpha Psi. Mr. Dal Pozzo is a Certified Public Accountant and was
with Peat Marwick from 1981 - 1987, where he specialized in restaurant,
distribution, retail and manufacturing industries. Mr. Dal Pozzo served as the
Chief Financial Officer of the Ojai Ranch and Investment Company in 1992.

SHANN M. BRASSFIELD has been President of Golden Resorts, Inc., an investment
and real estate company, since January 1997. Currently, he manages all aspects
of investing with concern to real estate, operating businesses and securities.
Previously, from 1991 through 1997, he was the Vice-President of Pacific Summit
Development, Inc., an international real estate development company. Mr.
Brassfield also has extensive experience in the business of owning and operating
restaurants and bars. Mr. Brassfield graduated from San Jose State University in
1991 with a Bachelor of Science in Business Administration-Management.

The terms of all directors will expire at the next annual meeting of
shareholders or when their successors are elected and qualified. The Board of
Directors may fill interim vacancies of

directors. Each officer is elected by, and serves at the discretion of, the
Board of Directors, subject to the terms of any employment agreement. The
Company agreed to grant to the representative of the underwriters (the
"Representative") of the Company's initial public offering which closed October
15, 1996 (the "Offering"), for a period of five years following the Offering,
the right to nominate from time to time one individual to be a director of the
Company or to have an individual selected by the Representative attend all
meetings of the Board of Directors of the Company as a non-voting advisor. As of
April 26, 2001, the Representative has waived its right to nominate a director.

SIGNIFICANT EMPLOYEES

The following table sets forth certain information concerning certain
significant employees of the Company.

NAME AGE POSITION
- ---- --- ---------

R. Dean Gerrie 49 Senior Vice President Design & Marketing
Alexander M. Puchner 40 Senior Vice President Brewing Operations
Salvador A. Navarro 46 Vice President of Food and Beverage
Ramon David 50 President of Chicago Pizza Northwest, Inc.
Robert Deliema 52 Vice President of Marketing & Communications
William T. Junginger 53 Chief Financial Officer
Alan S. Rodomsky 53 Vice President of Restaurant Operations

R. DEAN GERRIE has served as Senior Vice President of Marketing and Design since
January 1997. Previously, Mr. Gerrie served as President/Creative Director with
Guzman Gerrie Advertising from 1980 to 1989 and as principal of Dean Gerrie
Design, a corporate identity and marketing consultancy, from 1989 to 1997. Mr.
Gerrie studied economics/business administration at the University of
California, Berkeley, design at California State University, Long Beach and
taught as an adjunct professor at the Southern California Institute of the Arts
from 1994 to 1997.

ALEXANDER M. PUCHNER is Senior Vice President of Brewing Operations for the
Company, having been appointed to such position in January 1996. From 1994 to
1995, Mr. Puchner served as brewmaster for Laguna Beach Brewing Co. and from
1993 to 1994 as brewmaster for the Huntington Beach Beer Co. From 1988 to 1993,
Mr. Puchner served as Product Manager for Aviva Sports/Mattel Inc. and Marketing
Research Manager for Mattel Inc. Mr. Puchner was awarded a silver medal in the
Strong Ale category at the 1996 Great American Beer Festival for BJ's Jeremiah
Red Ale. That was followed by a bronze medal in the American Pale Ale category
in 1998 for BJ's Piranha Pale Ale. Most recently, two of BJ's specialty beers
earned bronze medals at the 2000 Great American Beer Festival. Other awards for
BJ's beers include: silver medals at both the 1998 and 2000 World Beer Cup and
First Place awards at the California State Fair in both 1997 and 1998. Mr.
Puchner has also earned over 40 awards as a homebrewer, including in 1991 and
1992 at the National Homebrew Competition. Mr. Puchner has been a nationally
certified beer judge since 1990. Mr. Puchner received a Bachelor of Arts from
Cornell

University in 1983 and a Master of Business Administration degree from the
University of Chicago in June 1986.

SALVADOR A. NAVARRO has served as the Vice President of Food and Beverage for
the Company since 1995. He brings to his position more than 20 years of
experience in the food and beverage industry. Before joining Chicago Pizza &
Brewery, Mr. Navarro was Central Operations Manager for Knott's Berry Farm in
Buena Park, CA. Prior to that, he spent 14 years as Director of Food and
Beverage for Southwest Foods, Inc.'s Claim Jumper Restaurants. Mr. Navarro was
instrumental in the expansion of BJ's menu.

RAMON DAVID came to the Company in 1996 after 30 years of service with Pietro's
Corporation, former owner and operator of Pietro's restaurants. The Company
bought the Pietro's chain in 1996. Mr. David is the current President of Chicago
Pizza Northwest, Inc., a Washington corporation and wholly owned subsidiary of
The Company. He also serves as the Company's Director of Human Resources, the
same post he held with Pietro's. Mr. David has a Bachelor's Degree from the
University of Oregon and is certified as a senior professional in human
resources.

ROBERT DELIEMA, Vice President of Marketing and Communications. Rob DeLiema
began his career with BJ's in 1995 as Director of Regional Operations and
Marketing. Prior to that, he was an independent contractor for several years,
developing local store marketing materials for the company. After serving as
General manager of BJ's flagship unit in Brea from August 1997 to August 1998,
he was promoted to his current position as Vice President of Marketing and
Communications. Mr. DeLiema has a Bachelor's Degree from the University of
California at Santa Barbara.

WILLIAM T. JUNGINGER, the Chief Financial Officer for the Company, joined the
Company as part of the Pietro's acquisition in 1996 as Corporate Controller. Mr.
Junginger previously had served as a Chief Financial Officer for a publicly-held
entertainment company, which included a chain of movie theaters and film and
concessions distribution companies, with operations in several Northwest states.
Immediately prior to joining BJ's/Pietro's, he was a Principal and Project
Manager from 1989 to 1995 with a financial and systems consulting firm working
primarily with early-stage development companies. Mr. Junginger is a CPA and was
employed by Deloitte & Touche early in his career. He has a BA in Economics from
the University of Iowa, an MBA in Accounting and Finance from Golden Gate
University and an MS in Information Systems from Seattle Pacific University.

ALAN S. RODOMSKY, Vice President of Restaurant Operations, came to the Company
in 1998 with more than 21 years of experience in the restaurant industry. Before
joining the Company, Mr. Rodomsky was general manager for the 10,000 square foot
Champps Americana restaurant and sports bar in Irvine, California. There he
oversaw a staff of 175 employees and 10 managers producing annual sales of more
than $5.5 million. Mr. Rodomsky also has supervised 75 restaurants and 3
district managers as a Regional Manager for Subway restaurants, was a district
manager for the casual dining Olga's Kitchen chain and began his career with
Marriott's Roy

Rogers concept. Mr. Rodomsky holds a Bachelor of Arts Degree from Northland
College and has completed graduate work from the University of Miami.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers and persons who own more than 10%
of a registered class of the Company's equity securities to file various reports
with the Securities and Exchange Commission concerning their holdings of, and
transactions in, securities of the Company. Copies of these filings are required
to be furnished to the Company.

During the year ended December 31, 2000, The Jacmar Companies failed
to file on a timely basis its initial report on Form 3, but the required
report was subsequently filed. In addition, The Jacmar Companies reported two
transactions late by filing a Form 5.

To the Company's knowledge, based solely on a review of the copies
of such forms furnished to the Company and written representations from the
Company's executive officers and directors, the Company believes all other
filings required to be made by executive officers, directors and greater than
10% beneficial owners of the Company under Section 16 of the Securities
Exchange Act of 1934 were made on a timely basis.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth information concerning compensation of
the Chief Executive Officer and each executive officer of the Company whose
salary and bonus compensation was at least $100,000 in the fiscal year ended
December 31, 2000:

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
-----------------------------------------
OTHER ANNUAL STOCK OPTION
NAME AND PRINCIPAL POSITION (1) YEAR SALARY BONUS COMPENSATION GRANTS
- ------------------------------- ---- ------ ----- ------------ ------

Paul A. Motenko 2000 $150,000 $35,000 $11,385(3) -0-
Co-Chief Executive Officer, Vice-President, 1999 $145,715 $25,000 $10,148(4) -0-
Secretary and Chairman of the Board 1998 $141,900 $25,000 $10,955(5) -0-

Jeremiah J. Hennessy 2000 $150,000 $35,000 $11,523(6) -0-
Co-Chief Executive Officer, Chief 1999 $145,715 $25,000 $10,092(7) -0-
Operating Officer and Director 1998 $141,900 $25,000 $11,569(8) -0-

Ernest T. Klinger (2) 2000 $150,000 $35,000 $35,244(9) -0-
President, Chief Financial Officer and 1999 $ 73,447 $13,288 $14,963(10) 400,000(11)
Co-Chairman of the Board 1998 $ -0- $ -0- $ -0- 10,000

R. Dean Gerrie 2000 $132,500 $ -0- $13,269(12) -0-
Senior Vice President 1999 $132,069 $10,000 $11,552(13) -0-
1998 $125,000 $ -0- $13,056(14) 75,000

Alexander M. Puchner 2000 $100,000 $ 9,987 $ 8,304(15) -0-
Senior Vice President 1999 $ 92,500 $ 9,158 $ 6,960(16) -0-
1998 $ 80,000 $10,713 $ 5,508(17) 25,000

(1) No other executive officer received salary and bonuses in excess of
$100,000 in 2000.

(2) Mr. Klinger resigned from the Company effective December 26, 2000. See
"Certain Relationships and Related Transactions".

(3) The amount shown is the estimated value of perquisites and other
personal benefits, including health insurance ($6,780) and life
insurance/disability insurance (approximately $4,605).

(4) The amount shown above is the estimated value of perquisites and other
personal benefits, including health insurance (approximately $5,424) and
life insurance/disability insurance (approximately $4,724).

(5) The amount shown above is the estimated value of perquisites and other
personal benefits, including health insurance (approximately $7,056) and
life insurance (approximately $3,899).

(6) The amount shown is the estimated value of perquisites and other
personal benefits, including health insurance ($6,780) and
life/disability insurance (approximately $4,743).

(7) The amount shown above is the estimated value of perquisites and other
personal benefits including health insurance (approximately $5,424), and
life insurance/disability insurance (approximately $4,668).

(8) The amount shown above is the estimated value of perquisites and other
personal benefits including health insurance (approximately $7,056) and
life insurance (approximately $4,513).

(9) The amount shown above is the estimated value of perquisites and other
personal benefits including health insurance (approximately $16,723),
and life insurance (approximately $6,521) and auto allowance
(approximately $12,000).

(10) The amount shown above is the estimated value of perquisites and other
personal benefits including health insurance (approximately $5,540), and
life insurance (approximately $3,423) and auto allowance (approximately
$6,000).

(11) Mr. Klinger's options expired unexercised on March 26, 2001.

(12) The amount shown is the estimated value of perquisites and other
personal benefits, including health insurance (approximately $7,269) and
auto allowance (approximately $6,000).

(13) The amount shown is the estimated value of perquisites and other
personal benefits, including health insurance (approximately $5,552) and
auto allowance (approximately $6,000).

(14) The amount shown above is the estimated value of perquisites and other
personal benefits, including health insurance (approximately $7,056) and
auto allowance (approximately $6,000).

(15) The amount shown is the estimated value of perquisites and other
personal benefits, including health insurance (approximately $4,704) and
auto allowance (approximately $3,600).

(16) The amount shown is the estimated value of perquisites and other
personal benefits, including health insurance (approximately $4,560) and
auto allowance (approximately $2,400).

(17) The amount shown above is the estimated value of perquisites and other
personal benefits, including health insurance (approximately $4,308) and
auto allowance (approximately $1,200).

OPTION GRANTS IN 2000

There were no stock options granted during the year 2000 to the
officers named in the Summary Compensation Table.

OPTION EXERCISES IN FISCAL 2000 AND YEAR-END OPTION VALUES

The following table sets forth information concerning stock options
which were exercised during, or held at the end of 2000 by the officers named in
the Summary Compensation Table:

OPTION EXERCISES AND YEAR-END VALUE TABLE

NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FISCAL YEAR END AT FISCAL YEAR END(1)
ACQUIRED ------------------------- -------------------------
ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------

Paul A. Motenko -0- -0- -0- -0- -0- -0-
Jeremiah J. Hennessy -0- -0- -0- -0- -0- -0-
Ernest T. Klinger -0- -0- 328,333(2) 106,667(2) $401,100 $123,200
R. Dean Gerrie -0- -0- 50,000 25,000 $ 57,750 $ 28,875
Alexander M. Puchner -0- -0- 91,667 8,333 $ 96,500 $ 9,625

(1) Common Stock valued at $3.03 per share, the last reported sales
price of the Company's Common Stock on December 31, 2000.

(2) Mr. Klinger's options expired unexercised on March 26, 2001.

EMPLOYMENT AGREEMENTS

The Company entered into identical revised six-year term employment
agreements with Paul Motenko and Jeremiah J. Hennessy (sometimes referred to
herein as the "Executives"), effective as of January 1, 2001. Pursuant to such
agreements, Messrs. Motenko and Hennessy are each to receive annual cash
compensation of $225,000, subject to escalation annually in accordance with the
Consumer Price Index (the "CPI"). In addition, Messrs. Motenko and Hennessy's
employment agreements entitle each of them to receive two annual bonuses based
on

the Company's financial performance, one for attainment of specified earnings
before interest, amortization, depreciation and income taxes ("EBITDA"), and one
for attainment of specified pre-tax income.

The EBITDA bonus would entitle Messrs. Motenko and Hennessy each to
receive the following amounts if the following EBITDA amounts are attained for
each fiscal year during the term of their respective employment agreements:

EBITDA CUMULATIVE CASH BONUS
------ ---------------------

$2,000,000 $ 25,000
$3,000,000 $ 35,000
$6,000,000 $ 80,000
$9,000,000 $150,000

For the year ended December 31, 2000, Messrs. Motenko, Hennessy and
Klinger earned a cash bonus of $35,000 based on the Company's EBITDA for the
fiscal year of approximately $3,018,000.

The pre-tax income bonus would entitle each of Messrs. Motenko and
Hennessy to receive the following amounts if the following pre-tax income
amounts (as determined by the Company's independent public accountants in
accordance with GAAP) are attained for each fiscal year during the term of their
respective employment agreements, commencing with the fiscal year ending
December 31, 2001.

PRE-TAX
INCOME CUMULATIVE CASH BONUS
------ ---------------------

$ 4,147,200 $ 25,000
$ 8,294,400 $ 75,000
$16,588,800 $150,000

For the year ended December 31, 2000, none of the Executives earned a
pre-tax income bonus.

The pre-tax income levels required to receive each bonus level for each
fiscal year following the 2001 fiscal year are increased by 20% per year.

Pursuant to their respective employment agreements, Messrs. Motenko and
Hennessy are each entitled to certain other fringe benefits including use of a
Company automobile or automobile allowance, life insurance coverage, disability
insurance, family health insurance and the right to participate in the Company's
customary executive benefit plans.

Messrs. Motenko and Hennessy's employment agreements further provide
that in the event they terminate their employment with the Company for "Good
Reason" (as hereinafter defined) or they are terminated based on their
disability, each of them is entitled, on two

occasions and subject to certain conditions, to demand that the Company prepare
and file a registration statement with the SEC for purposes of registering under
the Securities Act of 1933, as amended, and applicable Blue Sky authorities, the
shares of Common Stock held by him or issuable to him upon the exercise of
outstanding options.

Upon the occurrence of any Termination Event (as hereinafter defined),
the Company may terminate the employment agreements. If such termination occurs,
Mr. Motenko or Mr. Hennessy, as the case may be, will be entitled to receive all
amounts payable by the Company under his respective employment agreement to the
date of termination. If the Company terminates the employment agreement for a
reason other than the occurrence of a Termination Event or if Mr. Motenko or Mr.
Hennessy terminates the employment agreement because of a breach by the Company
of its obligations thereunder or for Good Reason (as hereinafter defined), Mr.
Motenko or Mr. Hennessy, as the case may be, will be entitled to receive any and
all payments and benefits which would have been due to him by the Company up to
and including December 31, 2006 or any extension thereof had his employment not
terminated.

"Termination Event" means any of the following: (i) the willful and
continued failure by the Executive to substantially perform his duties under the
Employment Agreement (other than any such failure resulting from the Executive's
incapacity due to physical or mental illness) after demand for substantial
performance is delivered by the Company specifically identifying the manner in
which the Company believes the Executive has not substantially performed his
duties; (ii) the Executive being convicted of a crime constituting a felony;
(iii) the Executive intentionally committing acts or failing to act, either of
which involves willful malfeasance with the intent to maliciously harm the
business of the Company; (iv) the Executive's willful violation of the
confidentiality provisions under the Employment Agreement; or (v) death or
physical or mental disability which results in the inability of the Executive to
perform the required services for an aggregate of 180 calendar days during any
period of 12 consecutive months. No act, or failure to act, on the Executive's
part shall be considered "willful" unless intentionally done, or intentionally
omitted to be done, by him not in good faith and without reasonable belief that
his action or omission was in the best interest of the Company. Notwithstanding
the foregoing, a Termination Event shall not have been deemed to have occurred
unless and until there shall have been delivered to the Executive a copy of a
resolution, duly adopted by the affirmative vote of not less than a majority of
the entire membership of the Board at a meeting of the Board called and held for
such purpose (after reasonable notice to the Executive and an opportunity for
him, together with his counsel, to be heard before the Board), finding that, in
the good faith opinion of the Board, the Executive conducted, or failed to
conduct, himself in a manner set forth above in clauses (i)-(iv), and specifying
the particulars thereof in detail.

For purposes of the Employment Agreement, "Good Reason" shall mean (i)
any removal of the Executive from, or any failure to re-elect the Executive to
his current office except in connection with termination of the Executive's
employment for disability; provided, however, that any removal of the Executive
from, or any failure to re-elect the Executive to his current office (except in
connection with termination of the Executive's employment for disability) shall
not diminish or reduce the obligations of the Company to the Executive under the
employment agreement; (ii) a reduction of ten percent (10%) or more in the
Executive's then current base

salary; (iii) any failure by the Company to comply with any of its obligations
to the Executive under the employment agreement; (iv) for any reason within 120
days following a Change of Control (as defined in the employment agreement); or
(v) the failure of the Company to obtain the assumption of the employment
agreement by any successor to the Company, as provided in the employment
agreement.

On December 26, 2000, the Company's former President, Ernest T. Klinger,
voluntarily terminated his employment agreement with the Company under the
provision giving him the right to terminate upon a change in control of the
Company. Under the employment agreement, he has certain rights to receive
compensation equal to the amount of compensation to which he would have been
entitled under his agreement for its term. The Company has recorded an accrual
at December 31, 2000 for amounts due under the employment agreement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the year ended December 31, 2000, the Board of Directors of the
Company determined the compensation for the executive officers of the Company.
Messrs. Paul A. Motenko and Jeremiah J. Hennessy were executive officers and
were on the Board of Directors in 1996 when the Employment Agreements between
the Company and each of them were approved. Mr. Klinger was on the Board of
Directors in 1999 when the Employment Agreement between the Company and Mr.
Klinger was approved. The Board of Directors serves the function of a
Compensation Committee for the Company.

Certain of the members of the Company's Board of Directors or their
affiliates have entered into transactions or arrangements with the Company
during the past fiscal year which transactions and arrangements are described in
"Certain Relationships and Related Transactions" below.

COMPENSATION OF DIRECTORS

The Company pays each non-employee director an annual fee of $1,000,
plus $750 per board meeting attended in person, $400 per telephonic board
meeting over 30 minutes, $200 per telephonic board meeting under 30 minutes,
$500 per committee meeting in person, $300 per telephonic committee meeting over
30 minutes, and $100 per telephonic committee meeting under 30 minutes. In
addition, the Company grants annual stock options to its non-employee directors
for each year of service, exercisable for 10,000 shares of common stock.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of April 26, 2001 by (a)
each director of the Company, (b) each executive officer identified in the
Summary Compensation Table, (c) all executive officers and directors of the
Company as a group and (d) each person known by the Company to be the

beneficial owner of 5% or more of the outstanding shares of Common Stock.
Ownership of less than 1% is indicated by an asterisk.

SHARES BENEFICIALLY OWNED(1)
-----------------------------------
NUMBER OF PERCENTAGE
NAME AND ADDRESS (2) SHARES(3) OF CLASS(3)
- -------------------- ------------ -----------

BJ Chicago LLC 4,858,058(4) 57.44%
2200 W. Valley Blvd.
Alhambra, CA. 91803

The Jacmar Companies
William H. Tilley
2200 W. Valley Blvd.
Alhambra, CA. 91803

Golden Resorts, Inc.
Jerry G. Brassfield
718 University Ave, Suite 211
Los Gatos, CA. 95030

Norton Herrick 515,000(5) 5.74%
2295 Corporate Blvd., Northwest
Boca Raton, FL 33431

Paul A. Motenko 680,357(6) 7.74%
Jeremiah J. Hennessy 661,357(7) 7.52%
Ernest T. Klinger -0-(8) 0.00%
Barry J. Grumman 70,000(9) *%
Stanley B. Schneider 160,000(10) 1.86%
Alexander M. Puchner 100,000(11) 1.17%
R. Dean Gerrie 75,000(12) *%
James A. Dal Pozzo 4,070,558(13) 48.05%
Shann M. Brassfield 2,880,358(14) 34.00%
All directors and executive officers as a group (9 persons) 5,829,772 61.24%

(1) The persons named in the table, to the Company's knowledge, have sole
voting and sole investment power with respect to all shares of Common
Stock shown as beneficially owned by them, subject to community property
laws where applicable and the information contained in the footnotes
hereunder.

(2) The address of the officers and directors of the Company is at the
Company's principal executive offices at 16162 Beach Boulevard, Suite
100, Huntington Beach, California 92647.

(3) Shares of Common Stock which a person had the right to acquire within 60
days are deemed outstanding in calculating the percentage ownership of
the person, but not deemed outstanding as to any other person. Does not
include shares issuable upon exercise of any warrants or options issued
by the Company which are not exercisable within 60 days from the date
hereof.

(4) Consists of 2,867,858 shares held of record by BJ Chicago, LLC,
1,190,200 shares held of record by The Jacmar Companies and 800,000
shares held by William H. Tilley in a transaction scheduled to close
April 30, 2001. BJ Chicago, LLC is owned and controlled by The Jacmar
Companies and Golden Resorts, Inc. The Jacmar Companies is controlled by
William H. Tilley whose address is the same as that of the Jacmar
Companies. Golden Resorts, Inc. is controlled by Jerry G. Brassfield
whose address is the same as that of Golden Resorts, Inc. See "Certain
Relationships and Related Transactions."

(5) Consists of 515,000 Special Warrants held by Norton Herrick, exercisable
for $5.50 per share and expiring on April 8, 2002. See "Certain
Relationships and Related Transactions."

(6) Consists of 349,678 shares of Common Stock and 330,679 underlying
options issued to Mr. Motenko pursuant to the terms of his employment
agreement and subject to a shareholder vote. See "Executive Compensation
and Other Matters".

(7) Consists of 330,678 shares of Common Stock and 330,679 underlying
options issued to Mr. Hennessy pursuant to the terms of his employment
agreement and subject to a shareholder vote. See "Executive Compensation
and Other Matters".

(8) Mr. Klinger resigned from the Company on December 26, 2000 and
consequently his options expired unexercised on March 26, 2001 pursuant
to the terms of the Company's Stock Option Plan.

(9) Consists of 5,000 shares of Common Stock which are held in a
Professional Corporation Money Purchase Plan of which Mr. Grumman is the
beneficiary and 65,000 shares of Common Stock purchasable upon exercise
of options.

(10) Consists of 25,000 shares of Common Stock and 70,000 warrants of which
Mr. Schneider is the beneficiary and 65,000 shares of Common Stock
purchasable upon exercise of options.

(11) Consists of 100,000 shares of Common Stock purchasable upon exercise of
options.

(12) Consists of 75,000 shares of Common Stock purchasable upon exercise of
options.

(13) Consists of 2,867,858 shares held of record by BJ Chicago, LLC,
1,190,200 shares held of record by The Jacmar Companies and 12,500
shares of Common Stock purchasable upon exercise of options. Mr. Dal
Pozzo is an executive officer and director of The Jacmar Companies,
which owns 50% of BJ Chicago LLC.

(14) Consists of 2,867,858 shares held of record by BJ Chicago, LLC and
12,500 shares of Common Stock purchasable upon exercise of options. Mr.
Brassfield is an executive officer and director of Golden Resorts, Inc.,
which owns 50% of BJ Chicago LLC.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

THE JACMAR COMPANIES AND AFFILIATES ACQUISITION OF CONTROLLING INTEREST AND
RELATED TRANSACTIONS

As of December 31, 2000, the Company's largest supplier of product and
paper goods, The Jacmar Companies, and their affiliates (collectively referred
to herein as "Jacmar") owned approximately 15.5% of the Company's outstanding
common stock. On December 20, 2000, Jacmar agreed to purchase 2,206,500 shares
from ASSI, Inc. (a shareholder of the Company), in a transaction that closed on
January 18, 2001. In addition, Jacmar agreed to purchase 661,358 shares of
Common Stock from Messrs. Motenko and Hennessy, the Company's Co-Chief Executive
Officer's, in a transaction that closed on March 13, 2001. These stock purchases
resulted in an increase in the percentage ownership of Jacmar and their
affiliates to approximately 53.0% of the outstanding Common Stock of the
Company. The Company agreed to grant registration rights to Jacmar on the shares
purchased from ASSI, Inc. and Jacmar agreed to assist the Company in obtaining
additional financing for new restaurant projects.

In connection with the sale of shares by ASSI, Inc. to Jacmar in
December 2000, the Company agreed to issue an option to ASSI, Inc. in exchange
for a release of any claims of ASSI, Inc., including any rights it might have
had to purchase additional shares from the Company under an agreement that was
pending immediately prior to the Jacmar transaction. The option is exercisable
for 200,000 shares at an exercise price of $4.00 per share, and expires on
December 31, 2005.

On February 22, 2001, the Company entered into an agreement to sell an
aggregate of 800,000 shares of common stock to Jacmar at $2.50 per share. This
transaction is scheduled to close on April 30, 2001 and Jacmar will then own
57.4% of the Company's outstanding stock. In addition, the Company has agreed to
sell Jacmar up to an additional 3.2 million shares at $2.50 on or before August
15, 2001. The exact number of shares to be purchased and the date of purchase
are to be determined by Jacmar, provided that the Company's obligation to sell
the shares to Jacmar expires on August 15, 2001. This agreement was approved by
an independent committee of the Board of Directors. The sale of the up to 3.2
million shares to Jacmar is subject to a shareholder vote and the receipt of a
favorable fairness opinion. The Company agreed to grant registration rights on
the shares purchased by Jacmar under this agreement.

The Company has approximately 8 million warrants outstanding, which,
before the sale of additional shares to Jacmar, have an exercise price of $5.50
per share. The sale of the 800,000 shares of common stock to Jacmar in April
2001 triggerred the anti-dilution provision of the warrant agreement, resulting
in an adjustment of the exercise price of the warrants to $5.35 per share. If
the entire 3.2 million additional shares are purchased by Jacmar pursuant to the
agreement, the warrant exercise price would be adjusted to $4.89 per share.

Jacmar, through its specialty wholesale food distributorship, is the
Company's largest supplier of product and paper goods. Jacmar supplied the
Company with approximately $6,647,000, $4,200,000 and $2,671,000 worth of food
and beverage products for the years ended December 31, 2000, 1999 and 1998,
respectively. As of December 31, 2000 and 1999, the Company had payables to
Jacmar of approximately $1,562,000 and $380,000, respectively, for merchandise.

Management believes that the transactions with the officers and/or
shareholders of the Company and their affiliates were made upon terms no less
favorable than would have occurred with unaffiliated third parties. The Company
has adopted a policy not to engage in transactions with officers, directors,
principal shareholders or affiliates of any of them unless such actions have
been approved by a majority of the disinterested directors and are upon terms no
less favorable to the Company than could be obtained from an unaffiliated third
party in an arms length transaction.

James A. Dal Pozzo, a director of the Company, is an executive officer
and director of The Jacmar Companies, the Company's largest supplier of product
and paper goods. The Jacmar Companies is controlled by William H. Tilley. Mr.
Dal Pozzo is also an executive officer and director of certain other businesses
that are owned and/or controlled by Jacmar. The Jacmar Companies beneficially
owns greater than 10% of the Company's outstanding Common Stock.

Shann M. Brassfield, a director of the Company, is an executive officer
and director of Golden Resorts, Inc. and certain other businesses that are owned
and/or controlled by Shann M. Brassfield's father, Jerry Brassfield. Golden
Resorts, Inc. beneficially owns greater than 10% of the Company's outstanding
Common Stock.

BJ Chicago, LLC is owned and controlled by The Jacmar Companies and
Golden Resorts, Inc.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

CHICAGO PIZZA & BREWERY, INC.
By: /s/ PAUL A. MOTENKO
Paul A. Motenko, Co-Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

By: /s/ PAUL A. MOTENKO Co-Chief Executive Officer, April 26, 2001
----------------------- Chairman of the Board and Vice-
Paul A. Motenko President and Secretary

By: /s/ JEREMIAH J. HENNESSY Co-Chief Executive Officer, April 26, 2001
----------------------- Chief Operating Officer and Director
Jeremiah J. Hennessy

By: /s/ BARRY J. GRUMMAN Director April 26, 2001
-----------------------
Barry J. Grumman

By: /s/ STANLEY B. SCHNEIDER Director April 26, 2001
-----------------------
Stanley B. Schneider

By: /s/ JAMES A. DAL POZZO Director April 26, 2001
-----------------------
James A. Dal Pozzo

By: /s/ SHANN M. BRASSFIELD Director April 26, 2001
-----------------------
Shann M. Brassfield