UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 19, 2004

 

The Boston Beer Company, Inc.

(Exact name of registrant as specified in its chapter)

 

Massachusetts

001-14092

04-3284048

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

75 Arlington Street, Boston, MA

02116

(Address of principal executive offices)

(Zip Code)

 

Registrant's telephone number, including area code (617) 368-5000

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

[   ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[   ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[   ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[   ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

      Mr. James C. Kautz, a Class A Director of the Board of Directors of The Boston Beer Company, Inc., Chairman of the Compensation Committee and member of the Audit and Nominating/Governance Committees, announced his retirement from the Board, effective as of the close of business on October 19, 2004. Copies of his letter to the Board of Directors and the related press release are attached hereto as Exhibits 99.1 and 99.2, respectively. The Company has stated that a search for a new Class A Director is underway and the Board anticipates that the vacancy created by Mr. Kautz' retirement from the Board will be filled before the end of the year.

 

      The information in this Form 8-K and the Exhibits attached hereto are being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

 

      Exhibit 99.1 -- Letter of Mr. Kautz to the Board of Director dated October 19, 2004.

 

      Exhibit 99.2 -- Press Release of The Boston Beer Company, Inc. dated October 20, 2004

 

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 hereunto duly authorized.

 

The Boston Beer Company, Inc.

(Registrant)

Date: October 20, 2004

/s/ Martin F. Roper


Martin F. Roper

Chief Executive Officer

(Signature)*

*Print name and title of the signing officer under his signature.

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EXHIBIT 99.1

 

October 19, 2004

 

Board of Directors

The Boston Beer Company, Inc.

75 Arlington Street

Boston, MA 02116

 

Gentlemen:

 

Please accept my resignation as a member of the Board of Directors and of the Compensation, Audit and Nominating/Governance Committees. It is my wish that this resignation will become effective as of the end of the day on October 19, 2004.

 

As you know, I have been a supporter of The Boston Beer Company since it was formed. I have served as a Class A Director of the Company since its initial public offering in 1995. I now believe that it is time to retire from the Board to give the opportunity to others to help lead our great company.

 

I will always be grateful to Jim Koch for starting Sam Adams, an acorn that has grown into an oak.

 

Thanks to you and the Boston Beer Company team for your tireless efforts to make Sam Adams an even better company.

 

With all best wishes for Sam's continued growth, and warmest personal regards, I am,

 

Cordially,

 

James C. Kautz

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EXHIBIT 99.2

 

For Immediate Release

 

Contact:

Michele Sullivan

 

The Boston Beer Company, Inc.

 

(617) 368-5165

 

BOSTON BEER ANNOUNCES THE RETIREMENT OF DIRECTOR

 

      BOSTON, MA (10/20/04) -- The Boston Beer Company, Inc. (NYSE: SAM) announced today that long-time Board member, James C. Kautz, has retired from the Board, effective at the close of business on Tuesday, October 19, 2004.

 

      Mr. Kautz was a founding investor in the Company, brewer of Samuel Adams® beers, and has served as a Class A Director since its initial public offering in 1995. Mr. Kautz served as Chairman of the Compensation Committee and as a member of the Company's Audit and Nominating/Governance Committees. Jim Koch, brewer and founder of the Company, said, "We will miss Jim's insight, wisdom and dedication to the Company. I know I speak for the members of the Board and the Boston Beer Company team in wishing him well."

 

      Mr. Kautz said, "I have thoroughly enjoyed my time on the Boston Beer Company Board, but believe it is time to retire and give others the opportunity to serve this excellent Company."

 

      A search for a new Class A Director is underway and the Board anticipates that the vacancy created by Mr. Kautz' retirement from the Board will be filled before the end of the year.

 

      The Boston Beer Company is America's leading brewer of world-class beer. Founded in 1984 by sixth generation brewer Jim Koch, the Company has won more than 650 international awards for its better tasting beers. Samuel Adams Boston Lager® is the Company's flagship brand, celebrated worldwide for its high-quality ingredients and traditional brewing techniques. The result is a beer renowned by drinkers for its full flavor, balance, complexity, and consistent quality. For more information, visit the web-site at www.samadams.com or visit www.bostonbeer.com for financial information.

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