<PAGE> 1
Filed by VP Merger Parent, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: VP Merger Parent, Inc.
Commission File No. 333-45226
FOR IMMEDIATE RELEASE
VERMONT PURE HOLDINGS, LTD. (AMEX - VPS) ANNOUNCES RECORD
THIRD QUARTER REVENUES
-- PENDING MERGER WITH CRYSTAL ROCK SPRING WATER COMPANY
TO SUBSTANTIALLY INCREASE THE SIZE OF THE COMPANY --
September 18, 2000 -- Randolph, VT. -- Vermont Pure Holdings, Ltd. (Amex - VPS)
announced today that for the quarter ended July 31, 2000 sales revenue was a
record $10,158,000 compared to $9,432,000 the previous year -- an eight percent
increase and the first time in the Company's history that sales have exceeded
$10 million in a single quarter. The company experienced a net loss for the
quarter of $59,000, or $.01 per share, compared to a net income of $1,013,000 or
$.10 per share, for the corresponding period last year.
Timothy Fallon, Chairman and CEO, stated that the company is encouraged by
the continued momentum reflected in sales growth, and attributes its loss in
earnings to the poor summer weather conditions in New England, which had a
negative effect on the region's entire beverage industry. "This summer's
unseasonably cool, rainy weather resulted in market conditions that limited
sales growth of our retail product, Vermont Pure Natural Spring Water, and led
to more competitive pricing within the retail portion of our business," Fallon
added.
By contrast, revenues from Vermont Pure's home and office deliveries in the
quarter continued their sustained growth, gaining 21% in the third quarter and
27% over the first three quarters compared to a year earlier.
Total sales for the nine months of the fiscal year 2000 were $24,807,000
compared to $23,112,000 for the same period a year ago. The net loss was
$238,000, compared to net income of $1,524,000, for the same period last year.
During the nine-month period, the company has experienced non-recurring costs
related to changes in its
<PAGE> 2
major distribution channels and a temporary slowdown it the integration of
acquisitions while it consummated a merger.
PENDING MERGER WITH CRYSTAL ROCK
The company also announced that it has set a date of October 5, 2000 for a
shareholder vote to consider the proposed merger with Crystal Rock Spring Water
Company, a bottler and distributor of water and ancillary products to the home
and office markets in Connecticut, Massachusetts and suburban New York City. It
is an 85 year old company specializing in delivery of the Crystal Rock brand. If
the transaction is approved by the shareholders, it will close immediately
thereafter.
"When completed, the merger of Vermont Pure and Crystal Rock will
accelerate the integration of our home and office operations in the Northeast,
and result in one of the largest home and office bottled water providers in the
United States," concluded Fallon.
For the first six months for its fiscal year 2000, ending April 30th,
Crystal Rock reported sales of $12,426,000 and a net income of $1,131,000. For
the fiscal year ended October 31, 1999 Crystal Rock had revenues of $24,018,000
and net income of $748,000.
Vermont Pure Holdings, Ltd., located in Randolph Vermont, is a bottler and
distributor of natural spring water. The company's primary business is the
marketing of Vermont Pure branded natural spring water, acknowledged for its
qualities of "Pure Taste - Pure Refreshment", to retail and home and office
delivery markets in New England, New York, and the mid Atlantic regions. The
company is currently executing a growth strategy through acquisitions and
consolidation of regional home and office distributors. Vermont Pure Holdings
Ltd.'s common stock trades on the American Stock Exchange under the symbol: VPS
as it will following the merger.
<PAGE> 3
This material is not a substitute for the prospectus/proxy statement filed
with the Securities and Exchange Commission by Vermont Pure and included in the
registration statement, File No. 333-45226, filed by VP Merger Parent, Inc. in
connection with the proposed business combination with Crystal Rock. Investors
are urged to read the proxy statement/prospectus because it contains important
information, including detailed risk factors. The registration statement filed
by VP Merger Parent, as well as the proxy statement/prospectus and other
documents filed with the SEC by Vermont Pure, are available free of charge at
the SEC's website (www.sec.gov) and from Vermont Pure.
Vermont Pure, its directors and certain of its executive officers may be
considered participants in the solicitation of proxies in connection with the
proposed business combination. Information concerning Vermont Pure's directors
and executive officers can be found in the documents filed with the SEC by
Vermont Pure, including the proxy statement/prospectus.
NOTE : THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS THAT INVOLVE A
NUMBER OF RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD LOOKING STATEMENTS, INCLUDING
INTEGRATION OF ACQUISITIONS, ABILITY TO SUSTAIN AND MANAGE GROWTH, CHANGING
MARKET CONDITIONS, AND OTHER RISKS DETAILED IN THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION.
Contact: Tim Fallon, CEO or Bruce MacDonald, COO, Vermont Pure
802-728-3600, Fax: 802-728-4614
Eugene Malone, Corporate Investors Network
888-377-9777, Fax: 201-670-6460
# # #
<PAGE> 4
VERMONT PURE HOLDINGS, LTD
Results of Operations
<TABLE>
<CAPTION>
Nine Months Ended: Three Months Ended:
July 31, 2000 July 31, 1999 July 31, 2000 July 31, 1999
-------------------------------- --------------------------------
(000's $) (Unaudited)
<S> <C> <C> <C> <C>
Sales $ 24,807 $ 23,112 $ 10,158 $ 9,432
Net Income $ (238) $ 1,524 $ (59) $ 1,013
Basic Net Earnings per Share $ (0.02) $ 0.15 $ (0.01) $ 0.10
Diluted Net Earnings per Share $ (0.02) $ 0.14 $ (0.01) $ 0.09
Basic Wgt. Avg. Shares Out. (000's) 10,290 10,256 10,291 10,260
Diluted Wgt Avg. Shares Out. (000's) 10,290 10,816 10,291 10,759
*EBITDA $ 2,848 $ 3,749 $ 1,043 $ 1,787
</TABLE>
