-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T7aMJu2a3GGK/sLFQ+H7iUrcw0XIjfwxLPOS4jMRVyHMUaurOtMyj/QVS68mF/0i mQaOfn3e3pyx4bj41yk7mA== 0000906344-97-000006.txt : 19970222 0000906344-97-000006.hdr.sgml : 19970222 ACCESSION NUMBER: 0000906344-97-000006 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970212 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON BEER CO INC CENTRAL INDEX KEY: 0000949870 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 043284048 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49309 FILM NUMBER: 97527527 BUSINESS ADDRESS: STREET 1: 75 ARLINGTON ST CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174821332 MAIL ADDRESS: STREET 1: 75 ARLINGTON ST STREET 2: 5TH FL CITY: BOSTON STATE: MA ZIP: 02110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) The Boston Beer Company, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 100557-10-7 (CUSIP Number) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). -1- CUSIP No. 100557-10-7 SCHEDULE 13G Page 2 of 17 1 Name Of Reporting Person H&Q LONDON VENTURES IRS Identification No. Of Above Person 94-2966540 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization England 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 1,457,565 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 1,457,565 9 Aggregate Amount Beneficially Owned By Each Reporting Person 1,457,565 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 9.1% 12 Type Of Reporting Person* PN CUSIP No. 100557-10-7 SCHEDULE 13G Page 3 of 17 1 Name Of Reporting Person H&Q VENTURES INTERNATIONAL C.V. IRS Identification No. Of Above Person 98-0059340 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization Netherlands Antilles 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 1,457,565 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 1,457,565 9 Aggregate Amount Beneficially Owned By Each Reporting Person 1,457,565 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 9.1% 12 Type Of Reporting Person* PN CUSIP No. 100557-10-7 SCHEDULE 13G Page 4 of 17 1 Name Of Reporting Person HAMQUIST IRS Identification No. Of Above Person 94-2800484 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 1,457,565 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 1,457,565 9 Aggregate Amount Beneficially Owned By Each Reporting Person 1,457,565 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 9.1% 12 Type Of Reporting Person* CUSIP No. 100557-10-7 SCHEDULE 13G Page 5 of 17 1 Name Of Reporting Person H&Q INVESTORS IRS Identification No. Of Above Person 94-2917768 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 1,457,565 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 1,457,565 9 Aggregate Amount Beneficially Owned By Each Reporting Person 1,457,565 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 9.1% 12 Type Of Reporting Person* PN CUSIP No. 100557-10-7 SCHEDULE 13G Page 6 of 17 1 Name Of Reporting Person H&Q VENTURES IV IRS Identification No. Of Above Person 94-2940347 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 1,457,565 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 1,457,565 9 Aggregate Amount Beneficially Owned By Each Reporting Person 1,457,565 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 9.1% 12 Type Of Reporting Person* PN CUSIP No. 100557-10-7 SCHEDULE 13G Page 7 of 17 1 Name Of Reporting Person HAMCO CAPITAL CORPORATION IRS Identification No. Of Above Person 94-2731560 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 1,457,565 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 1,457,565 9 Aggregate Amount Beneficially Owned By Each Reporting Person 1,457,565 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 9.1% 12 Type Of Reporting Person* CO CUSIP No. 100557-10-7 SCHEDULE 13G Page 8 of 17 1 Name Of Reporting Person HAMBRECHT & QUIST VENTURE PARTNERS IRS Identification No. Of Above Person 94-2949080 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 1,457,565 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 1,457,565 9 Aggregate Amount Beneficially Owned By Each Reporting Person 1,457,565 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 9.1% 12 Type Of Reporting Person* PN CUSIP No. 100557-10-7 SCHEDULE 13G Page 9 of 17 1 Name Of Reporting Person HAMBRECHT & QUIST CALIFORNIA IRS Identification No. Of Above Person 94-2856927 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 1,457,565 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 1,457,565 9 Aggregate Amount Beneficially Owned By Each Reporting Person 1,457,565 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 9.1% 12 Type Of Reporting Person* CO CUSIP No. 100557-10-7 SCHEDULE 13G Page 10 of 17 1 Name Of Reporting Person HAMBRECHT & QUIST GROUP IRS Identification No. Of Above Person 94-3246636 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization Delaware 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 1,457,565 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 1,457,565 9 Aggregate Amount Beneficially Owned By Each Reporting Person 1,457,565 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 9.1% 12 Type Of Reporting Person* CO CUSIP No. 100557-10-7 SCHEDULE 13G Page 11 of 17 1 Name Of Reporting Person WILLIAM R. HAMBRECHT IRS Identification No. Of Above Person ###-##-#### 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization United States 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 1,457,565 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 1,457,565 9 Aggregate Amount Beneficially Owned By Each Reporting Person 1,457,565 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 9.1% 12 Type Of Reporting Person* IN CUSIP No. 100557-10-7 SCHEDULE 13G Page 12 of 17 Item 1(a). Name of Issuer. The Boston Beer Company, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. 75 Arlington Street, 5th Floor, Boston, MA 02116. Item 2(a). Names of Persons Filing. Reference is made to Item 1 of each of the cover pages of this Schedule, which Items are incorporated by reference herein. Item 2(b). Address of Principal Business Office or, if none, Residence. The address of each reporting person is One Bush Street, San Francisco, California 94104. Item 2(c). Citizenship. Reference is made to Item 4 of each of the cover pages of this Schedule, which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities. Class A Common Stock ("Common Stock"). Item 2(e). CUSIP Number. 100557-10-7 Item 3. Type of Reporting Person. Not applicable. Item 4. Ownership. Reference is made to Items 5-9 and 11 of each of the cover pages to this Schedule, which Items are incorporated by reference herein. According to information furnished to the reporting persons by the Issuer, there were 15,972,058 shares of Common Stock issued and outstanding as of December 31, 1996. At December 31, 1996, the following shares of Common Stock were held directly by the following persons: CUSIP No. 100557-10-7 SCHEDULE 13G Page 13 of 17 Common Stock Person Directly Owned H&Q London Ventures 608,306 H&Q Ventures International C.V. 130,146 Hamquist 39,705 H&Q Investors 19,854 H&Q Ventures IV 130,146 Hamco Capital Corporation 441,174 Hambrecht & Quist Group 88,234 _________ TOTAL 1,457,565 ========= Because voting and investment decisions concerning the above securities may be made by or in conjunction with Hambrecht & Quist Venture Partners, Hambrecht & Quist California, Hambrecht & Quist Group and William R. Hambrecht, each of the reporting persons may be deemed a member of a group that shares voting and dispositive power over all of the above securities. Although the reporting persons are reporting such securities as if they were members of a group, the filing of this Schedule shall not be construed as an admission by any reporting person that it is a beneficial owner of any securities other than those directly held by such reporting person. Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the individual general partners of Hambrecht & Quist Venture Partners and/or the directors and executive officers of Hambrecht & Quist California or Hambrecht & Quist Group might be deemed the "beneficial owners" of some or all of the securities to which this Schedule relates in that they might be deemed to share the power to direct the voting or disposition of such securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the securities to which this Schedule relates, and such beneficial ownership is expressly disclaimed. CUSIP No. 100557-10-7 SCHEDULE 13G Page 14 of 17 This Schedule does not include shares of Common Stock, if any, held by Hambrecht & Quist LLC in its trading account if it is a market maker in the Issuer's Common Stock. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. CUSIP No. 100557-10-7 SCHEDULE 13G Page 15 of 17 Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 12, 1997. H&Q LONDON VENTURES HAMCO CAPITAL CORPORATION By:/s/ Jackie A. Berterretche By:/s/ Jackie A. Berterretche __________________________ ___________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q VENTURES INTERNATIONAL, HAMBRECHT & QUIST VENTURE C.V. PARTNERS By:/s/ Jackie A. Berterretche By:/s/ Jackie A. Berterretche __________________________ ___________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact HAMQUIST HAMBRECHT & QUIST CALIFORNIA By:/s/ Jackie A. Berterretche By:/s/ Jackie A. Berterretche __________________________ ___________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q INVESTORS HAMBRECHT & QUIST GROUP By:/s/ Jackie A. Berterretche By:/s/ Jackie A. Berterretche __________________________ ___________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q VENTURES IV WILLIAM R. HAMBRECHT By:/s/ Jackie A. Berterretche By:/s/ Jackie A. Berterretche __________________________ ___________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact CUSIP No. 100557-10-7 SCHEDULE 13G Page 16 of 17 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 17 CUSIP No. 100557-10-7 SCHEDULE 13G Page 17 of 17 JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13G and any subsequent amendment jointly on behalf of each of such parties. DATED: February 12, 1997. H&Q LONDON VENTURES HAMCO CAPITAL CORPORATION By:/s/ Jackie A. Berterretche By:/s/ Jackie A. Berterretche __________________________ ___________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q VENTURES INTERNATIONAL, HAMBRECHT & QUIST VENTURE C.V. PARTNERS By:/s/ Jackie A. Berterretche By:/s/ Jackie A. Berterretche __________________________ ___________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact HAMQUIST HAMBRECHT & QUIST CALIFORNIA By:/s/ Jackie A. Berterretche By:/s/ Jackie A. Berterretche __________________________ ___________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q INVESTORS HAMBRECHT & QUIST GROUP By:/s/ Jackie A. Berterretche By:/s/ Jackie A. Berterretche __________________________ ___________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q VENTURES IV WILLIAM R. HAMBRECHT By:/s/ Jackie A. Berterretche By:/s/ Jackie A. Berterretche __________________________ ___________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----