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
September 26, 1996
Date of Report (Date of earliest event reported)
Bayhawk Ales, Inc.
(Exact name of registrant as specified in its charter)
Delaware 33-82208-LA 33-0606860
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
2000 Main Street - Suite A, Irvine California 92714
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 232-9771
Not applicable
(Former name or former address, if changed since last report)
Exhibit Index on Page 5
Item 5. Other Events
On September 22, 1996, the Board of Directors of Nor'Wester's Affiliate
Willamette Valley Inc., Microbreweries across Amercia ("WVI") and the Board of
Directors of the Nor'Wester Brewing Company, Inc. ("Nor'Wester"), entered
into a non-binding letter of intent with The UB Group of Bangalore, India
setting forth the proposed terms of The UB Group's planned investment of $12
million in the alliance of craft breweries controlled by
Nor'Wester and WVI. Under the terms of the letter of intent, The
UB Group's investment will be made in the resulting entity
following the proposed consolidation of Nor'Wester, WVI and each
of WVI's four publicly-owned, regional craft brewing
subsidiaries--Aviator Ales, Inc. located in Woodinville,
Washington; Mile High Brewing Company located in Denver,
Colorado; Bayhawk Ales, Inc. located in Irvine, California; and
North Country Brewing Company located in Saratoga Springs, New
York.
According to the terms set forth in the letter of intent,
The UB Group's investment in the newly consolidated entity will
consist of $9.0 million in cash along with the issuance of $2.0
million in equity securities of The UB Group's Kingfisher North
America subsidiary, the grant of an exclusive right to
manufacture Kingfisher beer for sale in North America, and The UB
Group's provision of certain management and technical services to
the consolidated entity. Closing of the transaction, remains
subject to (i) The UB Group's completion of a satisfactory due
diligence review, (ii) the negotiation and execution of a
definitive investment agreement between the parties, (iii)
approval by the boards of directors and shareholders of each of
Nor'Wester, WVI and WVI's four regional craft brewing
subsidiaries of a merger of WVI and its subsidiaries into
Nor'Wester and an exchange of shares of Nor'Wester common stock
for shares of WVI and its four subsidiaries, (iv) registration
with the U.S. Securities and Exchange Commission of the
Nor'Wester shares to be exchanged in the merger, and (v) other
customary conditions for transactions of this type.
Upon execution of the letter of intent, The UB Group will
provided the Nor'Wester/WVI alliance of craft breweries with
$500,000 in the form of a bridge loan to sustain and grow their
brewing operations. Until completion of the planned
consolidation and closing of the investment, The UB Group has
also agreed to provide the Nor'Wester/WVI alliance with
additional bridge loans in negotiated amounts as are necessary to
sustain operations and growth.
Following completion of the proposed consolidation and
closing of The UB Group's investment, The UB Group and James W.
Bernau, the founder and President of both Nor'Wester and WVI,
will each hold 26% of the newly consolidated entity. Mr. Bernau
will continue to serve as President and CEO of the consolidated
entity and Vijay Mallya, Chairman of the Board of Directors of
The UB Group, will serve as Chairman of the Board of Directors of
the consolidated entity. Mr. Bernau and The UB Group plan to
enter into a voting agreement with respect to the election of
directors of the consolidated entity. The voting agreement will
provide that the board will consist of 7 members, two appointed
by Mr. Bernau, two appointed by The UB Group, and three outside
directors mutually agreeable to Mr. Bernau and The UB Group.
Following completion of the proposed consolidation, all
shareholders in the Nor'Wester/WVI alliance will hold shares in
the surviving corporation, tentatively to be named Nor'Wester
Craft Brewing Alliance, Inc. The shares will be listed for
trading on the Nasdaq National Market System under the symbol
ALES. Completion of the proposed consolidation and closing of
The UB Group's investment is expected to occur near the end of
1996 or the first calendar quarter of 1997.
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 thereunto duly authorized.
NOR'WESTER BREWING COMPANY, INC.
Date: September 26, 1996 By: /s/ James W. Bernau
James W. Bernau
President
EXHIBIT INDEX
Exhibit No. Description
1 Letter of Intent between Nor'Wester Brewing
Company, Inc., Willamette Valley, Inc.
Microbreweries Across America and The UB Group
dated September 18, 1996
2 Press Release dated September 26, 1996
3 Form of letter to Company's
Shareholders.