<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of November, 1999
SPARKLING SPRING WATER GROUP LIMITED
19 FIELDING AVENUE, DARTMOUTH, NOVA SCOTIA, CANADA B3B 1C9
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F]
Form 20-F X Form 40-F
----- -----
[Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3 - 2(b) under the Securities Exchange Act of
1934.]
Yes No X
----- -----
On November 9, 1999, Sparkling Spring Water Group Limited issued a press
release announcing agreement to acquire Misty Mountain Water.
On November 12, 1999, Sparkling Spring Water Group Limited issued a press
release announcing record third quarter revenue and EBITDA.
Exhibit I - Press release dated November 9, 1999 announcing agreement to
acquire Misty Mountain Water.
Exhibit II - Press release dated November 12, 1999 announcing record third
quarter revenue and EBITDA.
SIGNATURE
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.
Sparkling Spring Water Group Limited
By:
-----------------------------------------
Name: David M. Arnold
Title: Vice President Finance, Treasurer
Date: November 16, 1999
<PAGE>
EXHIBIT I
PRESS RELEASE (For Immediate Release) November 9, 1999
SPARKLING SPRING WATER GROUP ANNOUNCES
AGREEMENT TO ACQUIRE MISTY MOUNTAIN WATER
DARTMOUTH, N. S. -- Sparkling Spring Water Group Limited is pleased to
announce that it has signed an Agreement to acquire the Misty Mountain Water
business from Baxter Foods Limited. Baxter Foods is a leading dairy in
Atlantic Canada. Misty Mountain Water serves approximately 3,000 customers,
primarily in the New Brunswick and Nova Scotia markets.
According to Stewart Allen, Sparkling Spring's President, "Misty Mountain,
with its reputation for excellent quality and service, is a welcome addition
to the Sparkling Spring Water Group of Companies. While focusing on improving
cash flow and maintaining its leading market positions, Sparkling Spring
continues to augment its strong internal growth with strategic acquisitions."
Sparkling Spring is a leading producer and distributor of bottled water to
the home and office segment. The Company does business as "Nature Springs" in
England, "Water at Work" in Scotland, "Sparkling Springs" in the Atlantic
Provinces of Canada, "Canadian Springs" in British Columbia, Canada, and in
the United States, "Cullyspring" and "Crystal Springs" in Washington and
"Crystal Springs" in Oregon.
The Company expects to close the transaction in late November.
The statements contained in this release that are not historical facts are
forward-looking statements. These forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from
those in such statements. The results could be affected by, among other
things, general business conditions, the impact of competition, weather, the
seasonality of the Company's business, the ability to obtain financing,
interruption in the availability of water from the Company's water sources,
government regulations and labor relations. Investors also should consider
other risks and uncertainties described in further detail in documents filed
by the Company with the Securities and Exchange Commission.
CONTACT:
K. DILLON SCHICKLI
Sparkling Spring Water Group Limited
c/o C.F. Capital Corporation
970-926-4826
970-926-4827 Fax
<PAGE>
EXHIBIT II
PRESS RELEASE (For Immediate Release) November 12, 1999
SPARKLING SPRING WATER GROUP LIMITED ANNOUNCES RECORD
THIRD QUARTER REVENUE AND EBITDA
(ALL CURRENCY AMOUNTS IN US$)
DARTMOUTH, N.S. -- Sparkling Spring Water Group Limited announced third
quarter revenues of $17.7 million up 7.5% from the third quarter of 1998.
EBITDA for the quarter was $5.2 million up 7.1% from the 1998 period. The
Company recorded a net loss of approximately $1 million and comprehensive
income for the quarter of $0.2 million.
The Company's improved operating results in the quarter were driven by an
increase in its home and office water business that achieved a 13.4% increase
in water revenues from 1998 third quarter on a unit volume increase of 8.7%.
Adjusted for acquisitions and currency exchange rate differentials, home and
office water revenue increased approximately 12% and total revenue increased
by 6% as small pack case sales and other revenue were down slightly from the
previous year. The EBITDA margin in the third quarter remained approximately
equal to the 1998 period at 29.4% due to a lower gross profit margin that was
negatively impacted by start-up expenses at the Company's new plant in
Vancouver, B. C. caused by delays in delivery of equipment and line
inefficiencies. Selling, delivery and administrative expenditures decreased
as a percentage of revenue by 1.2% in the quarter to 51.0% from 52.2% in the
1998 third quarter.
"I am pleased with the third quarter and nine month results. They reflect
continued growth and improvement over the prior years results." said Mr.
Stewart E. Allen, President.
For the nine months ending September 30th, revenues were $48.2 million and
EBITDA was $13.6 million, up 13% and 15% respectively from the 1998 period.
Interest expense was $8.8 million up $2.8 million from 1998 with $2 million
of this increase coming from a reduced gain on the Company's currency swaps
and the balance from higher borrowing levels due to acquisitions and capital
expenditures since the beginning of 1998. For the nine months ended September
30, 1999, the EBITDA margin improved to 28.2%, an increase of 0.5% over the
1998 period. Declines in the currency exchange rates of the Pound Sterling
and Canadian Dollar reduced 1999 year-to-date revenue and EBITDA by
approximately $0.8 million and $0.3 million or by 1.8% and 2.3% respectively.
During the first nine months of 1999 the Company's customer base grew by 6.0%
to approximately 158,000 from an adjusted base of 149,000 at December 31,
1998.
The Company also announced that it had recently purchased $1.9 million in
face value of its subordinated notes outstanding for $1.5 million utilizing
the bank credit facility available for that purpose. This completes the
buyback previously authorized by its Board of Directors. The Company expects
to record an extraordinary gain of approximately $175,000 net of applicable
taxes in the fourth quarter as a result of the repurchase and retirement of
these bonds.
<PAGE>
2
Sparkling Spring is a leading producer and distributor of bottled water to
the home and office segment. The Company does business as "Nature Springs" in
England, "Water at Work" in Scotland, "Sparkling Springs" in the Atlantic
Provinces of Canada, "Canadian Springs" in British Columbia Canada, and in
the United States "Cullyspring" and "Crystal Springs" in Washington and
"Crystal Springs" in Oregon.
The statements contained in this release that are not historical facts are
forward-looking statements. These forward looking statements involve risks
and uncertainties that could cause actual results to differ materially from
those in such statements. The results could be affected by, among other
things, general business conditions, the impact of competition, weather, the
seasonality of the Company's business, the ability to obtain financing,
interruption in the availability of water from the Company's water sources,
government regulations and labor relations. Investors also should consider
other risks and uncertainties described in further detail in documents filed
by the Company with the Securities and Exchange Commission.
CONTACT:
K. DILLON SCHICKLI
Sparkling Spring Water Group Limited
c/o C.F. Capital Corporation
P. O. Box 1415
Edwards, CO. 81632
970-926-4826
Fax: 970-926-4827
