UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 30, 2000
OR
[ ] 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: 1-14092
THE BOSTON BEER COMPANY, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-3284048
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
75 Arlington Street, Boston, Massachusetts
(Address of principal executive offices)
02116
(Zip Code)
(617) 368-5000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Class A Common Stock............... NYSE................
Securities registered pursuant to Section 12(g) of the Act: None
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 Regulations S-K is not contained herein, and will not be contained, to the
best of the 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. [X]
The aggregate market value of the Class A Common Stock ($.01 par value) held by
non-affiliates of the Registrant totaled $121,728,308 (based on the average
price of the Company's Class A Common Stock on the New York Stock Exchange on
March 7, 2001). All of the Registrant's Class B Common Stock ($.01 par value) is
held by an affiliate.
As of March 7, 2001 there were 12,370,763 shares outstanding of the Company's
Class A Common Stock ($.01 par value) and 4,107,355 shares outstanding of the
Company's Class B Common Stock ($.01 par value).
DOCUMENTS INCORPORATED BY REFERENCE
Certain parts of the Registrant's definitive Proxy Statement for its 2001 Annual
Meeting to be held on May 22, 2001 are incorporated by reference into Part III
of this report.
AMENDMENT NO. 1 TO THE BOSTON BEER COMPANY, INC.
FORM 10-K FOR THE PERIOD ENDED DECEMBER 30, 2000
The Registrant hereby amends its Annual Report on Form 10-K for the year ended
December 30, 2000, by filing herewith the complete text of ITEM 14 of Part IV
thereof consisting of:
PART IV.
Page
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K 3-6
2
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The financial statements and financial statement schedules are
contained in Item 8 of Part II to this report on Form 10-K.
(b) During the fourth quarter of the fiscal year ended December 30, 2000,
the Registrant filed no Current Reports on Form 8-K.
(c) Exhibits
The following is a list of exhibits filed as part of this Form 10-K:
Exhibit No. Title
----------- -----
3.1 Amended and Restated By-Laws of the Company, dated June 2, 1998
(incorporated by reference to Exhibit 3.5 to the Company's Form
10-Q filed on August 10, 1998).
3.2 Restated Articles of Organization of the Company, dated July 21,
1998 (incorporated by reference to Exhibit 3.6 to the Company's
Form 10-Q filed on August 10, 1998).
4.1 Form of Class A Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement
No. 33-96164).
10.1 Revolving Credit Agreement between Fleet Bank of Massachusetts,
N.A. and Boston Beer Company Limited Partnership (the
"Partnership"), dated as of May 2, 1995 (incorporated by
reference to Exhibit 10.1 to the Company's Registration
Statement No. 33-96162).
10.2 Loan Security and Trust Agreement, dated October 1, 1987, among
Massachusetts Industrial Finance Agency, the Partnership and The
First National Bank of Boston, as Trustee, as amended
(incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement No. 33-96164).
Exhibit No. Title
----------- -----
10.3 Deferred Compensation Agreement between the Partnership and
Alfred W. Rossow, Jr., effective December 1, 1992 (incorporated
by reference to Exhibit 10.3 to the Company's Registration
Statement No. 33-96162).
10.4 The Boston Beer Company, Inc. Employee Equity Incentive Plan, as
adopted effective November 20, 1995 and amended effective
February 23, 1996 (incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement No. 333-1798).
10.5 Form of Employment Agreement between the Partnership and
employees (incorporated by reference to Exhibit 10.5 to the
Company's Registration Statement No. 33-96162).
10.6 Services Agreement between The Boston Beer Company, Inc. and
Chemical Mellon Shareholder Services, dated as of October 27,
1995 (incorporated by reference to the Company's Form 10-K,
filed on April 1, 1996).
10.7 Form of Indemnification Agreement between the Partnership and
certain employees and Advisory Committee members (incorporated
by reference to Exhibit 10.7 to the Company's Registration
Statement No. 33-96162).
10.8 Stockholder Rights Agreement, dated as of December, 1995, among
The Boston Beer Company, Inc. and the initial Stockholders
(incorporated by reference to the Company's Form 10-K, filed on
April 1, 1996)
3
+10.10 Agreement between Boston Brewing Company, Inc. and The Stroh
Brewery Company, dated as of January 31, 1994 (incorporated by
reference to Exhibit 10.9 to the Company's Registration
Statement No. 33-96164).
+10.11 Agreement between Boston Brewing Company, Inc. and the Genesee
Brewing Company, dated as of July 25, 1995 (incorporated by
reference to Exhibit 10.10 to the Company's Registration
Statement No. 33-96164).
+10.12 Amended and Restated Agreement between Pittsburgh Brewing
Company and Boston Brewing Company, Inc. dated as of February
28, 1989 (incorporated by reference to Exhibit 10.11 to the
Company's Registration Statement No. 33-96164).
10.13 Amendment to Amended and Restated Agreement between Pittsburgh
Brewing Company, Boston Brewing Company, Inc., and G. Heileman
Brewing Company, Inc., dated December 13, 1989 (incorporated by
reference to Exhibit 10.12 to the Company's Registration
Statement No. 33-96162).
+10.14 Second Amendment to Amended and Restated Agreement between
Pittsburgh Brewing Company and Boston Brewing Company, Inc.
dated as of August 3, 1992 (incorporated by reference to Exhibit
10.13 to the Company's Registration Statement No. 33-96164).
+10.15 Third Amendment to Amended and Restated Agreement between
Pittsburgh Brewing Company and Boston Brewing Company, Inc.
dated December 1,1994 (incorporated by reference to Exhibit
10.14 to the Company's Registration Statement No. 33-96164).
10.16 Fourth Amendment to Amended and Restated Agreement between
Pittsburgh Brewing Company and Boston Brewing Company, Inc.
dated as of April 7,1995 (incorporated by reference to Exhibit
10.15 to the Company's Registration Statement No. 33-96162).
+10.17 Letter Agreement between Boston Beer Company Limited Partnership
and Joseph E. Seagram & Sons, Inc. (incorporated by reference to
Exhibit 10.16 to the Company's Registration Statement No.
33-96162).
10.18 Services Agreement and Fee Schedule of Mellon Bank, N.A. Escrow
Agent Services for The Boston Beer Company, Inc. dated as of
October 27, 1995 (incorporated by reference to Exhibit 10.17 to
the Company's Registration Statement No. 33-96164).
Exhibit No. Title
----------- -----
10.19 Amendment to Revolving Credit Agreement between Fleet Bank of
Massachusetts, N.A. and the Partnership (incorporated by
reference to Exhibit 10.18 to the Company's Registration
Statement No. 33-96164).
10.20 1996 Stock Option Plan for Non-Employee Directors (incorporated
by reference to the Company's Form 10-K, filed on March 27,
1998).
+10.21 Production Agreement between The Stroh Brewery Company and
Boston Beer Company Limited Partnership, dated January 14, 1997
(incorporated by reference to the Company's Form 10-K, filed on
March 27, 1998).
+10.22 Letter Agreement between The Stroh Brewery Company and Boston
Beer Company Limited Partnership, dated January 14, 1997
(incorporated by reference to the Company's Form 10-K, filed on
March 27, 1998).
+10.23 Agreement between Boston Beer Company Limited Partnership and
The Schoenling Brewing Company, dated May 22, 1996 (incorporated
by reference to the Company's Form 10-K, filed on March 27,
1998).
10.24 Revolving Credit Agreement between Fleet Bank of Massachusetts,
N.A. and The Boston Beer Company, Inc., dated as of March 21,
1997 (incorporated by reference to the Company's Form 10-Q,
filed on May 12, 1997).
4
+10.25 Amended and Restated Agreement between Boston Brewing
Company, Inc. and the Genesee Brewing Company, Inc. dated
April 30, 1997 (incorporated by reference to the Company's
Form 10-Q, filed on August 11, 1997).
+10.26 Fifth Amendment, dated December 31, 1997, to Amended and
Restated Agreement between Pittsburgh Brewing Company and
Boston Brewing Company, Inc. (incorporated by reference to
the Company's Form 10-K, filed on March 27, 1998).
10.27 Extension letters, dated August 19, 1997, November 19, 1997,
December 19, 1997, January 22, 1998, February 25, 1998 and
March 11, 1998 between The Stroh Brewery Company and Boston
Brewing Company, Inc. (incorporated by reference to the
Company's Form 10-K, filed on March 27, 1998).
+10.28 Employee Equity Incentive Plan, as amended and effective on
December 19, 1997 (incorporated by reference to the
Company's Form 10-K, filed on March 27, 1998)
+10.29 1996 Stock Option Plan for Non-Employee Directors, as
amended and effective on December 19, 1997 (incorporated by
reference to the Company's Form 10-K, filed March 27, 1998)
+10.30 Glass Supply Agreement between The Boston Beer Company and
Owens' Brockway Glass Container Inc., dated April 30, 1998
(incorporated by reference to the Company's Form 10-Q, filed
on August 10, 1998).
10.31 Extension letters dated April 13, 1998, April 27, 1998, June
11, 1998, June 25, 1998 and July 20, 1998 between The Stroh
Brewery Company and Boston Brewing Company, Inc.
(incorporated by reference to the Company's Form 10-Q, filed
on August 10, 1998).
10.32 Extension letters dated July 31, 1998, August 28, 1998,
September 28, 1998, October 13, 1998, October 20, 1998 and
October 23, 1998 between The Stroh Brewery Company and
Boston Brewing Company, Inc. (incorporated by reference to
the Company's Form 10-Q, filed on November 4, 1998).
+10.33 Amended and Restated Production Agreement between The Stroh
Brewery Company and Boston Beer Company Limited Partnership,
dated November 1, 1998 (incorporated by reference to the
Company's Form 10-K, filed on March 25, 1999).
Exhibit No. Title
----------- -----
10.34 Agreement between Boston Beer Company Limited Partnership,
Pabst Brewing Company and Miller Brewing Company, dated
February 5, 1999 (incorporated by reference to the Company's
Form 10-K, filed on March 25, 1999).
10.35 Amendment to Revolving Credit Agreement between Fleet Bank
of Massachusetts, N.A. and The Boston Beer Company, Inc.,
dated March 30, 1999 (incorporated by reference to the
Company's Form 10-Q, filed on May 10, 1999).
+10.36 Agreement between Boston Beer Company Limited Partnership
and Landstar Logistics and Transportation, dated January 9,
1999 (incorporated by reference to the Company's Form 10-Q,
filed on May 10, 1999).
**+10.37 Consent to Assignment of the Amended and Restated Agreement
between Boston Brewing Company, Inc. and the Genesee Brewing
Company, Inc. dated April 30, 1997 to Monroe Brewing Co.,
LLC (now known as High Falls Brewing Company, LLC) dated
December 15, 2000.
**+10.38 Guaranty of The Genesee Brewing Company, Inc. dated December
15, 2000 in favor of Boston Brewing Company, Inc., for
itself and as the sole general partner of Boston Beer
Company Limited Partnership in connection with the Consent
of Assignment of the Amended and Restated Agreement between
Boston Brewing Company, Inc. and the Genesee Brewing
Company, Inc. dated April 30, 1997 to Monroe Brewing Co.,
LLC (now known as High Falls Brewing Company, LLC) dated
December 15, 2000.
5
**11.1 The information required by exhibit 11 has been included in
Note L of the notes to the consolidated financial
statements.
21.1 List of subsidiaries of The Boston Beer Company, Inc.
(incorporated by reference to the Company's Form 10-K, filed
on March 28, 1997).
*21.2 List of subsidiaries of The Boston Beer Company, Inc.
effective as of December 30, 2000
*23.1 Consent of Arthur Andersen LLP, independent accountants with
respect to the Company.
*27.1 Financial Data Schedule (electronic filing only).
* Filed with the Company's Annual Report on Form 10-K for the year ended
December 30, 2000.
** Filed with this Amendment to the Annual Report on Form 10-K.
+ Portions of this Exhibit have been omitted pursuant to an application for an
order declaring confidential treatment filed with the Securities and Exchange
Commission.
6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Amendment to its
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, on this 16th day of October 2001.
THE BOSTON BEER COMPANY, INC.
/s/ Martin F. Roper
President and Chief Executive Officer
(principal executive officer)
7