CUSIP NO. 803438 10 4 Page 1 of 16 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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(Name of Issuer)
Saratoga Beverage Group, Inc.
(Title of Class of Securities)
Class A Common Stock
(CUSIP Number)
803438104
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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Stuart I. Rosen
280 Park Avenue
New York, NY 10017
(212) 451-3000
(Date of Event which Requires Filing
of this Statement)
January 31, 1997
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box o.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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).
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SCHEDULE 13D
CUSIP NO. 803438 10 4 PAGE 2 OF 16 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Triarc Companies, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 803438 10 4 Page 3 of 16 Pages
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AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 amends and supplements the Schedule 13D dated April 15,
1996 (the "Original Statement") (the Original Statement, as so amended, shall be
known as the "Statement") with respect to the Class A Common Stock, par value
$.01 per share (the "Common Stock"), of Saratoga Beverage Group, Inc., a
Delaware Corporation ("the Company"), whose principal executive office is
located at 11 Geyser Road, Saratoga Springs, New York 12866. Except as set forth
below there are no changes to the information set forth in the Statement.
Capitalized terms used and not defined herein have the same meanings previously
ascribed to them in the Statement.
ITEM 2. IDENTITY AND BACKGROUND(a) (b) and (c). This statement on
Schedule 13D is being filed by Triarc Companies, Inc., a Delaware
corporation, whose principal place of business is 280 Park Avenue, New
York, New York 10017. Triarc, through its subsidiaries and affiliates, is
engaged in four businesses: beverages, restaurants, specialty chemicals
and liquefied petroleum gas.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to an agreement (the "Termination Agreement") dated as of
January 31, 1997, by and among Triarc, Royal Crown Company, Inc. ("RCC"),
TriBev Corporation ("TriBev"), the Company, Robin Prever and Anthony
Malatino, the Company issued 300,000 shares of Common Stock to Triarc
upon exercise of the A Warrant for an
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CUSIP NO. 803438 10 4 Page 4 of 17 Pages
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aggregate exercise price of $3,000. Pursuant to a stock purchase
agreement (the "Stock Purchase Agreement") dated as of January 31, 1997,
between Triarc and Chimel Trustee Company Ltd., a Jersey corporation
("Chimel"), on January 31, 1997, Triarc sold such 300,000 shares of
Common Stock to Chimel for an aggregate price of $300,000 in cash.
Pursuant to the Termination Agreement, the remainder of the A Warrant and
the entire B Warrant were terminated upon the execution of the
Termination Agreement. Additionally, the Company repaid to Triarc
$300,000 in principal, plus accrued interest, under the note issued
pursuant to the Credit Agreement. Upon such repayment, the Credit
Agreement, the Security Agreement and the Mortgage were terminated.
Additionally, the two representatives of Triarc who were members of the
Company's Board of Directors resigned as directors, effective January 31,
1997.
Pursuant to the Termination Agreement, the Voting Agreement and each of
the Lock-Up Agreements were terminated on January 31, 1997. The Company
and Triarc, RCC and TriBev also released each other from all claims.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (c) As a result of the transactions described in Item 4 above, as
of the date of this filling, Triarc no longer has beneficial ownership of
any shares of Common Stock.
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CUSIP NO. 803438 10 4 Page 5 of 16 Pages
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(d) As a result of the sale of the 300,000 shares of Common Stock
pursuant to the Stock Purchase Agreement, Chimel acquired beneficial
ownership of 300,000 shares of Common Stock, which represented
approximately 9.9% of the issued and outstanding Common Stock.
(e) Triarc ceased to be the beneficial owner of more than 5% of the
Common Stock on January 31, 1997.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Termination Agreement dated as of January 31, 1997, by and
among Triarc, RCC, TriBev, the Company, Robin Prever and
Anthony Malatino.
2. Stock Purchase Agreement dated as of January 31, 1997, by
and between Triarc and Chimel.
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CUSIP NO. 803438 10 4 Page 6 of 17 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated February 6, 1997.
TRIARC COMPANIES, INC.
By: /s/ Brian L. Schorr
Name: Brian L. Schorr
Title: Executive Vice President &
General Counsel
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CUSIP NO. 803438 10 4 Page 7 of 16 Pages
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
1 TERMINATION AGREEMENT DATED AS OF JANU8RY 31, 1997
BY AND AMONG TRIARC, RCC, TRIBEV, THE COMPANY,
ROBIN PREVER AND ANTHONY MALATINO
2 STOCK PURCHASE AGREEMENT DATED AS OF J13UARY 31,
1997 BY AND BETWEEN TRIARC AND CHIMEL.
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CUSIP NO. 803438 10 4 Page 8 of 16 Pages
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TERMINATION AGREEMENT
This Termination Agreement, dated as of January 31, 1997, is made and
entered into by and among Triarc Companies, Inc. ("Triarc"), Royal Crown
Company, Inc. ("RCC"), TriBev Corporation ("TriBev"), Saratoga Beverage Group,
Inc. ("Saratoga"), Robin Prever and Anthony Malatino.
WHEREAS, RCC and Saratoga executed a sales and marketing services agreement
dated as of May 1, 1995 (the "Sales and Marketing Agreement") pursuant to which
RCC agreed to perform certain sales and marketing services on behalf of
Saratoga; and
WHEREAS, RCC assigned the Sales and Marketing Agreement to its wholly-owned
subsidiary, TriBev; and
WHEREAS, Triarc, the ultimate parent company of RCC and TriBev, and
Saratoga entered into a credit agreement dated as of July 13, 1995, as amended
by an Amendment, Waiver and Acknowledgment Agreement dated as of December 13,
1995 (the "Credit Agreement"), pursuant to which Triarc agreed to make loans
with a credit limit of $3,000,000 to Saratoga; and
WHEREAS, Saratoga and Triarc entered into a security agreement dated as of
July 13, 1995 (the "Security Agreement") and a Mortgage and Security Agreement
dated as of December 13, 1995 (the "Mortgage") pursuant to which Saratoga
granted security interests in certain property to Triarc to secure loans under
the Credit Agreement; and
WHEREAS, Triarc owns a non-callable Warrant A (the "A Warrant") to purchase
25% of the shares of Class A Common Stock of Saratoga on a fully-diluted basis
at a price of $.01 per share and a non-callable Warrant B (the "B Warrant") to
purchase 26% of the shares of Class A Common Stock of Saratoga on a
fully-diluted basis at a price of $3.50 per share, subject to adjustment; and
WHEREAS, Triarc, Robin Prever and Anthony Malatino are parties to a voting
agreement dated as of July 13, 1995 (the "Voting Agreement"); and
WHEREAS, Triarc is the beneficiary of lockup agreements (the "Lockup
Agreements") with Robin Prever, Anthony Malatino, Peter Campbell, Warren
Lichtenstein, Adam Madkour, John Morabito and Leonard Toboroff; and
WHEREAS, Saratoga terminated the Sales and Marketing Agreement by letter
dated January 9, 1997; and
WHEREAS, Triarc and Saratoga have agreed that Saratoga will repay the
balance due under the Credit Agreement; the Credit Agreement, the Security
Agreement, the Mortgage, the
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CUSIP NO. 803438 10 4 Page 9 of 16 Pages
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Voting Agreement and the Lockup Agreements will be terminated; and Triarc will
acquire 300,000 shares of Class A Common Stock of Saratoga upon exercise of the
A Warrant and Triarc will terminate the remainder of the A Warrant and the
entire B Warrant;
NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:
1. As of the date hereof, Saratoga owes Triarc $300,000, excluding interest
accrued thereon, under the Note issued pursuant to the Credit Agreement.
Saratoga agrees to repay the outstanding Loans and all interest accrued
thereon in full upon the execution of this Agreement. Upon payment in
full of the Loans and all interest accrued thereon, (i) the Credit
Agreement, the Security Agreement and the Mortgage will be terminated,
(ii) the Lender Directors will resign from Saratoga's Board of Directors,
(iii) Triarc will execute appropriate UCC Termination Statements and (iv)
all of the collateral securing the Loans shall be released.
2. Triarc shall acquire 300,000 shares of Class A Common Stock of Saratoga
upon exercise of the A Warrant for an exercise price in the aggregate
of $3,000, and the remainder of the A Warrant and the entire B Warrant
shall terminate, effective upon the execution of this Agreement.
Saratoga hereby acknowledges that the Purchase Form relating to the
exercise of the A Warrant, in the form annexed hereto, satisfies all
conditions precedent to the exercise of the A Warrant.
3. The Voting Agreement and each of the Lockup Agreements shall terminate
effective upon the execution of this Agreement.
4. Saratoga hereby releases and discharges Triarc, RCC, TriBev and their
affiliates, assigns, subsidiaries, parents, predecessors and successors
and the shareholders, employees, officers, directors, representatives
and agents of any of them (collectively the "Triarc Releasees"), from
any and all charges, claims or causes of action any of them may have
against any of the Triarc Releasees.
5. Triarc, RCC and TriBev hereby release and discharge Saratoga, its
affiliates, assigns, subsidiaries, parents, predecessors and successors
and the shareholders, employees, officers, directors, representatives
and agents of any of them (collectively the "Saratoga Releasees"), from
any and all charges, claims or causes of action any of them may have
against any of the Saratoga Releasees.
6. Triarc acknowledges that Saratoga is in discussions with various
entities which discussions could result in some form of strategic
alliance or transaction.
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CUSIP NO. 803438 10 4 Page 10 of 16 Pages
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7. Capitalized terms not otherwise defined herein have the meanings
assigned to them in the Credit Agreement.
8. This Agreement shall be governed by the laws of the State of New York
applicable to agreements to be performed wholly within such State.
[SIGNATURES BEGIN ON THE NEXT PAGE]
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CUSIP NO. 803438 10 4 Page 11 of 16 Pages
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the 31st
day of January, 1997.
TRIARC COMPANIES, INC.
By: \s\
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ROYAL CROWN COMPANY, INC.
By: \s\
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TRIBEV CORPORATION
By: \s\
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SARATOGA BEVERAGE GROUP, INC.
By: \s\
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\s\
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Robin Prever
\s\
------------------------------------
Anthony Malatino
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CUSIP NO. 803438 10 4 Page 12 of 16 Pages
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PURCHASE FORM
Dated: January 31, 1997
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing 300,000 shares of Class A Common Stock of
Saratoga Beverage Group, Inc. for an exercise price in the aggregate of $3,000.
-------------------------------
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name: Triarc Companies, Inc.
Address: 280 Park Avenue
New York, New York 10022
Signature TRIARC COMPANIES, INC.
By: \s\
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CUSIP NO. 803438 10 4 Page 13 of 16 Pages
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STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of January 31, 1997 by and between Triarc Companies, Inc., a Delaware
corporation (the "Seller"), and Chimel Trustee Company Limited, a Jersey
corporation (the "Purchaser").
WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser
wishes to acquire from the Seller, 300,000 shares (the "Shares") of Class A
common stock, $.01 par value per share (the "Common Stock") of Saratoga Beverage
Group, Inc, a Delaware corporation (the "Company"), for an aggregate purchase
price of $300,000 (the "Purchase Price"); and
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants hereinafter set forth, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Purchaser hereby agree as follows:
1. Purchase and Sale of Shares. The Seller agrees to sell to the Purchaser and,
upon and subject to the terms and conditions hereof and in reliance upon the
representations and warranties of the Seller, the Purchaser agrees to purchase
from the Seller, the Shares for the Purchase Price.
2. Closing. The Shares are to be sold and delivered at a closing (the
"Closing"), to be held on January 31, 1997 (the "Closing Date"), at the offices
of the Seller at 280 Park Avenue, New York, New York. On the Closing Date, the
Seller shall deliver to the Purchaser a certificate evidencing the Shares, free
and clear of all Encumbrances (as defined herein), duly endorsed for transfer in
blank or accompanied by a stock power duly endorsed in blank by the Seller with
any requisite documentary or stock transfer taxes affixed thereto. The delivery
of the Shares shall be made against payment by wire transfer of immediately
available funds to the account of the Seller, in the amount of the Purchase
Price.
3. Representations and Warranties of the Seller. The Seller hereby
represents and warrants to the Purchaser as follows:
(a) Authority. The Seller has all necessary corporate power and
authority to enter into this Agreement, to carry out its obligations hereunder
and to consummate the transactions contemplated hereby. The Seller has taken all
necessary corporate action to authorize the execution, delivery and performance
by it of this Agreement. This Agreement has been duly executed and delivered by
the Seller and, and assuming due authorization, execution and delivery of the
Agreement by the Purchaser, this Agreement constitutes the legal, valid and
binding obligation of the Seller enforceable against the Seller in accordance
with its terms.
(b) The Shares. The Seller owns the Shares, free and clear of all
pledges, liens, security interests, mortgages, charges, adverse claims of
ownership or use, or other encumbrances of any kind, including preemptive rights
(each, an "Encumbrance").
(c) Consents and Approvals; No Conflict. The execution and delivery
of this Agreement by the Seller do not, and the performance of this Agreement
by the Seller will not, require any prior consent, approval, authorization or
other action by, or prior filing with or notification to, any
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CUSIP NO. 803438 10 4 Page 14 of 16 Pages
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governmental or regulatory authority. The execution, delivery and performance of
this Agreement by the Seller do not (i) conflict with or violate the charter or
by-laws of the Seller, or (ii) except as would not prevent the Seller from
performing any of its material obligations under this Agreement, conflict with
or violate any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award applicable to the Seller.
(d) Absence of Litigation. No claim, action, proceeding or
investigation is pending, or to the best knowledge of the Seller, threatened,
which seeks to delay or prevent the consummation of the transactions
contemplated hereby or which would be reasonably likely to adversely affect the
Seller's ability to consummate the transactions contemplated hereby.
(e) Extent of Offering. Subject in part to the truth and accuracy of
the Purchaser's representations set forth in Section 4 of this Agreement, the
offer, sale and issuance of the Shares as contemplated by this Agreement are
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), and of each state where the Shares are offered
or sold, and neither the Seller nor, to the best of the Seller's knowledge, any
agent acting on its behalf, will take any action hereafter that would cause the
loss of such exemption.
(f) Company Financing. The Seller acknowledges that it is aware that
the Company is in discussions with associates of the Purchaser, which may result
in one or more of such associates entering into a transaction with the Company.
4. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Seller as follows:
(a) Authority. The Purchaser has all necessary power and authority to
enter into this Agreement, to carry out its obligations hereunder and to
consummate the transactions contemplated hereby. The Purchaser has taken all
necessary action to authorize the execution, delivery and performance by it of
this Agreement. This Agreement has been duly executed and delivered by the
Purchaser and, assuming due authorization, execution and delivery by the Seller,
this Agreement constitutes a legal, valid and binding obligation of the
Purchaser enforceable against the Purchaser in accordance with its terms.
(b) Consents and Approvals; No Conflict. The execution and delivery of
this Agreement by the Purchaser do not, and the performance of this Agreement by
the Purchaser will not, require any prior consent, approval, authorization or
other action by, or prior filing with or notification to, any governmental or
regulatory authority. The execution, delivery and performance of this Agreement
by the Purchaser do not (i) conflict with or violate the organizational or other
governing documents of the Purchaser, or (ii) except as would not prevent the
Purchaser from performing any of its material obligations under this Agreement,
conflict with or violate any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award applicable to the Purchaser.
(c) Absence of Litigation. No claim, action, proceeding or
investigation is pending, or to the best knowledge of the Purchaser, threatened,
which seeks to delay or prevent the consummation
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CUSIP NO. 803438 10 4 Page 15 of 16 Pages
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of the transactions contemplated hereby or which would be reasonably likely to
adversely affect or restrict the Purchaser's ability to consummate the
transactions contemplated hereby.
(d) Private Placement. The Purchaser is acquiring the Shares solely for
the purpose of investment and not with a view to, or for offer or sale in
connection with, any distribution thereof. The Purchaser acknowledges that the
Shares are not registered under the Securities Act and that no Shares may be
transferred or sold except pursuant to the registration provisions of the
Securities Act or pursuant to an applicable exemption therefrom and subject to
state securities laws and regulations, as applicable. The Purchaser acknowledges
that the Shares involve a great deal of risk. The Purchaser is able to (i) bear
the economic risk of the investment in the Company, (ii) afford a complete loss
of such investment, and (iii) hold indefinitely the Shares.
5. Miscellaneous.
(a) Notices. Any notice, request or other communication required or
permitted by this Agreement shall be in writing (including telecopier or
facsimile or similar writing) and shall be deemed to have been duly given or
made as of the date delivered, mailed or sent if delivered personally, mailed by
registered or certified mail (postage prepaid, return receipt requested) or
overnight carrier or sent by telecopier to the other party.
(b) Expenses. The Purchaser hereby agrees that all fees and expenses
incurred by the Purchaser in connection with this Agreement shall be borne by
the Purchaser, and the Seller hereby agrees that all fees and expenses incurred
by the Seller shall be borne by the Seller, in each case including without
limitation all fees and expenses of such party's counsel and accountants.
(c) Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes any prior oral or written agreement between the parties.
(d) No Third-Party Beneficiaries; Assignment. This Agreement is for the
sole benefit of and binding upon the parties hereto and their permitted
successors and assigns and nothing herein, express or implied, is intended to or
shall confer upon any other person or entity any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.
This Agreement shall be binding upon the parties hereto and their respective
successors and assigns, and shall inure to the benefit of and be enforceable by
the parties hereof and their respective successors and assigns.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
(f) Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York without giving effect to
the principles of conflicts of laws thereof.
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IN WITNESS WHEREOF, the Purchaser and the Seller have caused this Agreement
to be executed as of the date first written above.
TRIARC COMPANIES, INC.
By: \s\
--------------------------------
Name:
Title:
CHIMEL TRUSTEE COMPANY LIMITED
By: \s\
--------------------------------
Name:
Title:
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