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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __________)*
The Fresh Juice Company, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
358 033 108
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(CUSIP Number)
Charles I. Weissman, Esq. Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue, 20th Floor
New York, New York 10022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 18, 1998
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(Date of Event which Requires Filing of this Statement)
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
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).
Page 1 of 28 sequentially numbered pages
Exhibit Index Appears at sequentially numbered Page 6.
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SCHEDULE 13D
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CUSIP NO. 358033108 PAGE 2 OF 28 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
SARATOGA BEVERAGE GROUP, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[ ]
(b)[x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER 886,400
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 886,400
REPORTING -------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
886,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE
AND THE SIGNATURE ATTESTATION.
Page 2 of 28 Pages
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SCHEDULE 13D
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CUSIP NO. 358033108 PAGE 3 OF 28 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
ROBIN PREVER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[ ]
(b)[x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER 1,000
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,000
REPORTING -------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.002%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE
AND THE SIGNATURE ATTESTATION.
Page 3 of 28 Pages
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
(this "Statement") relates is the common stock, $.01 par value per share (the
"Shares"), of The Fresh Juice Company, Inc., a Delaware corporation (the
"Issuer"). As of March 18, 1998, the date of the event which required the
filing of this Statement, the principal executive offices of the Issuer were
located at 35 Walnut Avenue, Suite 4, Clark, NJ 07066, telephone (732)
396-1112.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by the undersigned on behalf of (i)
Saratoga Beverage Group, Inc. ("Saratoga"), which is a Delaware corporation
with its principal place of business at 11 Geyser Road, Saratoga Springs, New
York 12866, and (ii) Robin Prever, an individual having her business address at
11 Geyser Road, Saratoga Springs, New York, Saratoga and Robin Prever are
sometimes hereinafter referred to as the "Reporting Persons". The Reporting
Persons are making this single, joint filing because they may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, although neither the fact of this filing nor
anything contained herein shall be deemed to be an admission by the Reporting
Persons that a group exists.
Saratoga's principal business is the bottling, marketing and
distribution of natural spring and mineral water products, and in the packaging
of products for others. Saratoga has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgement, decree or
final order enjoining further violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
The information set forth below is given with respect to each of (i)
Robin Prever, and (ii) the remaining executive officers and directors of
Saratoga, such being all of the persons enumerated in Instruction C to this
Statement. Column (a) indicates the name of the person; column (b) indicates
the business address of the person; column (c) indicates the person's present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted;
column (d) indicates whether or not, during the last five years, such person
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, the dates, nature of conviction, name and
location of court, and penalty imposed, or other disposition of the case; and
column (e) indicates whether or not, during the last five years, such person
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws, and, if so, identifies
and describes such proceedings and summarizes the terms of such judgment,
decree or final order. Each of such persons is a United States citizen.
Page 4 of 28 Pages
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(a) (b) (c) (d) (e)
- ------------------- ----- ---------------------------------------- ---- ----
Robin Prever (1) President, Chief Executive Officer and No No
Co-Chairman of the Board, Saratoga
Carl T. Wolf (2) Co-Chairman of the Board, Saratoga No No
Adam Madkour (1) Chief Operating Officer, Saratoga No No
Gayle Henderson (1) Chief Financial Officer, Saratoga No No
Warren Lichtenstein (3) Director, Saratoga No No
John A. Morabitto (4) Director, Saratoga No No
Leonard Toboroff (5) Director, Saratoga No No
(1) The business address for each of the indicated persons is 11 Geyser Road,
Saratoga Springs, New York 12866.
(2) The business address of Mr. Wolf is c/o Lakota Investment Group, Inc.,
627 Inwood Lane, South Orange, New Jersey 07079. Mr. Wolf is a private
investor.
(3) The business address of Mr. Lichtenstein is Steel Partners, 750 Lexington
Avenue, New York, New York 10022. Mr. Lichtenstein is the general partner
of Steel Partners, a private investment firm.
(4) The business address of Mr. Morabitto is 1937 Fields Pond Drive, Marietta,
Georgia 30068. Mr. Morabitto is division manager of Remy Amerique.
(5) The business address of Mr. Toboroff is c/o Riddell Sports, 900 Third
Avenue, New York, New York 10022. Mr. Toboroff is an executive vice
president and a director of Riddell Sports, Inc., a vice president and
vice chairman of the board of directors of Allis-Chalmers Corp., and a
director of Banner Industries and Engex Corporation.
Page 5 of 28 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Saratoga used internally generated funds to pay for the 61,400 shares
already purchased. Saratoga will utilize internally generated funds to pay the
purchase price in the event that the Option (as such term is defined herein) is
exercised by Saratoga. Robin Prever used personal funds to purchase the Shares
she beneficially owns.
ITEM 4. PURPOSE OF TRANSACTION
Saratoga has advised the Issuer, in a letter dated March 19, 1998, of its
interest in purchasing all of the remaining outstanding common stock of the
Issuer at a price of $3.25 per Share. A copy of such letter has been attached
hereto as Exhibit A and such letter is incorporated herein by reference.
Subsequent to the date of the letter, various representatives of Saratoga and
the Issuer have engaged in preliminary conversations concerning a possible
transaction at a price of up to $3.75 per Share. On March 29, 1998, the Issuer
and Saratoga entered into a letter agreement (the "Agreement") whereby the
Issuer agreed to certain "No-shop" provisions, subject to the Issuer's
fiduciary duties, through a date not later than April 25, 1998. The Agreement
further provides for the payment to Saratoga by the Issuer of $750,000 in the
event the Issuer (i) enters into a definitive agreement with Saratoga and the
transaction contemplated by such agreement is not consummated for reasons
other than a result of (A) Saratoga being unable to obtain financing or (B)
any failure on the part of Saratoga to comply with its obligations set forth
in such agreement or (ii) accepts a superior offer on or before a date not
later than July 24, 1998. The Agreement also provides for a payment in lieu of
the payment referred to in the prior sentence of not more than $250,000 based
upon documented out-of-pocket expenses of Saratoga if the Issuer is unable to
obtain a fairness option from its investment banker with respect to the
acquisition by Saratoga at $3.75 per Share and a superior offer is not
accepted on or before a date not later than July 24, 1998. The summary
of the Agreement is qualified in its entirety by the copy of the Agreement
which is attached hereto as Exhibit B and is incorporated herein by reference.
Except as discussed above and in Item 6, Saratoga has no plans or
proposals which would relate to or result in any of the matters described in
Paragraphs (a)-(j) of this Item 4.
Robin Prever purchased the Shares she beneficially owns as an investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
See the information contained in items (7) - (10), (11) and (13) of the
cover pages of this Statement on Schedule 13D for a description of the
aggregate number of and percentage of outstanding Shares beneficially owned by
the Reporting Persons with respect to which each of the Reporting Persons has
sole voting and disposition power. With respect to the Shares beneficially
owned by Saratoga, such beneficial ownership was acquired by Saratoga on March
18, 1998 pursuant to the Option Agreement.
Attached as Schedule A is a description of the transactions in the Shares
that were effected by Saratoga in the past sixty (60) days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Saratoga and Steven Smith ("Smith") have entered into an Option Agreement,
dated March 16, 1998 (the "Option Agreement") which was executed on March 18,
1998, pursuant to which Smith has granted to Saratoga the option (the "Option")
to purchase 825,000 Shares (the "Option Shares") of the Issuer.
In the event that the Option is exercised by Saratoga in accordance with
the terms and conditions of the Option Agreement (which terms and conditions
are hereby incorporated by reference), the price per Option Share to be
utilized in the calculation of the purchase price shall be $3.00 per share;
provided, however, that in the event the Issuer (i) consummates a business
combination or (ii) executes a written agreement, instrument, letter of intent
or understanding on or before March 15, 1999 and consummates a business
combination under the terms set forth in such written agreement, instrument,
letter of intent or understanding, or with a third party within 120 days after
the exercise by Saratoga of the Option, then the purchase price for the Option
Shares shall be equal to $3.00 plus fifty (50%) percent of the purchase price
per Option Share in such business combination in excess of $3.00. The summary
of the Option Agreement is qualified in its entirety by the copy of the Option
Agreement which is attached hereto as Exhibit C and is incorporated herein by
reference.
On March 30, 1998, the Issuer and Saratoga entered into a confidentiality
agreement (the "Confidentiality Agreement"). The Confidentiality Agreement
provides, among other things, that Saratoga will not, without the prior written
consent of the Issuer, for a period ending on the earlier to occur of (i) the
execution of a definitive agreement between Saratoga and the Issuer, (ii) the
termination by the Issuer of discussions with Saratoga, or (iii) thirty (30)
days after the execution of the Confidentiality Agreement, acquire, offer to
acquire or agree to acquire, directly or indirectly, in any manner any assets
or voting shares of the Issuer other than pursuant to the Option Agreement or
announce or publicly propose any transaction involving securities or any assets
of the Issuer. The summary of the Confidentiality Agreement is qualified in its
entirety by the copy of the Confidentiality Agreement which is attached hereto
as Exhibit D and is incorporated herein by reference.
Except as described, above, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 with respect
to the Shares.
Page 5 of 28 Pages--(continued)
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Exhibit A: Letter from Robin Prever on behalf of Saratoga
Beverage Group, Inc. to Steve Bogan, dated March 19, 1998.
(b) Exhibit B: Letter Agreement from Saratoga Beverage Group,
Inc. to the Fresh Juice Company, Inc., dated March 29, 1998.
(c) Exhibit C: Option Agreement by and between Steven Smith and
Saratoga Beverage Group, Inc., dated March 16, 1998.
(d) Exhibit D: Confidentiality Agreement executed by Saratoga
Beverage Group, Inc., dated March 30, 1998.
(e) Exhibit E: Agreement among signatories of this Schedule 13D
with respect to its filing.
Page 6 of 28 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 the Statement is true,
complete and correct.
Dated: March 30, 1998
Saratoga Beverage Group, Inc.
By: /s/ Robin Prever
--------------------------------------
Name: Robin Prever
Title: Chief Executive Officer
/s/ Robin Prever
----------------------------------------
Robin Prever
Page 7 of 28 Pages
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EXHIBIT A
NATURAL
SARATOGA(R)
SPRING WATER
March 19, 1998
Mr. Steve Bogen
Co-Chairman of the Board and
Chief Executive Officer
35 Walnut Avenue, Suite 4
Clark, NJ 07066
Dear Sirs:
As we have discussed with Steve Bogen, we are convinced of the strategic
benefits to be derived from a business continuation between The Fresh Juice
Company and Saratoga Beverage Group, Inc. A combination of our two companies
would create a stronger, more competitive company, while rewarding your
existing shareholders with a cash offer at a premium to the current market
price.
We have executed an option agreement, which subsequent to April 1, 1998, will
give Saratoga beneficial ownership of approximately 13% of The Fresh Juice
Company. We would like to purchase the remaining outstanding common stock for
$3.25 per share. Our offer represents a 48% premium to the average 20 day
closing price (ending March 18, 1998) of $2.20 per share. Please note that this
offer will expire at 12:00 p.m. March 27, 1998.
Consummation of this business combination is subject to execution of a
definitive merger agreement, completion of due diligence (which we are prepared
to commence immediately), as well as required regulatory approvals. We are
highly confident that financing will not represent an impediment to the
consummation of the proposed transaction.
Upon consummation of the proposed transaction it is our intention to retain
Steve Bogan as Chief Executive Officer of The Fresh Juice Company on terms to
be negotiated.
We would like to meet with the Board of Directors and or the Independent
Committee of the Board, to work together towards a mutually successful business
combination. We are prepared to meet immediately.
We are excited about the prospects of a combined Fresh Juice and Saratoga, and
hope you share the same sentiment. Please let us hear from you by Monday, March
23, 1998.
Page 8 of 28 Pages
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Very truly yours,
/s/ Robin Prever
Robin Prever
cc: Steven Bogen
Gil Bowan
Michael Brown
Brian Duffy
Jeff Heavirland
Jeff Smith
Steve Smith
SARATOGA BEVERAGE GROUP, INC.
11 Geyser Road Saratoga Springs New York 12868 TEL: (518) 584-6383
FAX: (518)584-0380
Page 9 of 28 Pages
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EXHIBIT B
SARATOGA BEVERAGE GROUP, INC.
11 GEYSER ROAD
SARATOGA SPRINGS, NEW YORK 12866
March 29, 1998
The Fresh Juice Company, Inc.
280 Wilson Avenue
Newark, New Jersey 07105
Attention: Jeffrey Heavirland
Re: Proposed Acquisition of The Fresh Juice Company,
Inc. by Saratoga Beverage Group, Inc. (the
"Acquisition")
Ladies and Gentlemen:
This letter agreement shall confirm our agreement with
respect to several aspects of the proposed Acquisition of The Fresh Juice
Company, Inc. ("you" or the "Company") by Saratoga Beverage Group, Inc. (the
"Buyer") at a purchase price of not less than $3.75 per share payable in cash.
The Company acknowledges and agrees that the Buyer will expend significant
time, expense and effort in negotiating, analyzing, documenting and completing
the Acquisition. Accordingly, you agree that during the Exclusivity Period (as
hereinafter defined), except to the extent that the performance by the
Company's directors of their fiduciary duties otherwise requires, neither the
Company, any of its subsidiaries nor any of their respective directors,
officers, employees, representatives, agents and advisors or other persons
controlled by the Company shall solicit or hold discussions or negotiations
with, or assist or provide any information to, any person, entity, or group
(other than the Buyer and its affiliates and representatives) concerning any
merger, business combination, disposition of a significant portion of its
assets, or acquisition of a significant portion of its capital stock or similar
transaction involving the Company; provided, however, that the Board of
Directors of the Company may furnish or cause to be furnished such information
to, and may participate in such discussions or negotiations with, persons or
entities who have made a bona fide proposal if the Board of Directors of the
Company believes, in good faith, after consultation with its financial and
legal advisors, that such bona fide proposal represents a transaction which is
more favorable to the Company's stockholders from a financial point of view and
is subject only to reasonable conditions of closing which shall include
financing terms reasonably satisfactory to the Company and, in the opinion of
counsel to the Board of Directors of the Company, the fiduciary duty of the
Board of Directors under applicable law requires it
Page 10 of 28 Pages
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to furnish or cause to be furnished such information and/or participate in such
discussions or negotiations (a "Superior Offer"). The Company will promptly
communicate to the Buyer the terms of any proposal, discussion, negotiation, or
inquiry relating to a merger or disposition of a significant portion of its
capital stock or assets or similar transaction involving the Company and the
identity of the party making such proposal or inquiry, which it may receive
with respect to any such transaction. As used herein, Exclusivity Period shall
mean the period commencing on the date hereof and ending on the earlier of (i)
April 25, 1998 and (ii) the Buyer notifying you in writing that negotiations
toward the Acquisition are terminated.
In addition, you agree that in the event that (A) we enter
into a definitive purchase agreement with respect to the Acquisition, and the
Acquisition is not consummated for reasons other than as a result of (i) the
Buyer being unable to obtain financing, or (ii) any failure on the part of
Buyer to comply with its obligations set forth in the definitive purchase
agreement or (B) a Superior Offer is accepted by the Company within three (3)
months after the termination of the Exclusivity Period, the Company shall pay
the Buyer an amount equal to $750,000 inclusive of out-of-pocket expenses in
connection with the Acquisition. Notwithstanding anything to the contrary
contained herein, in the event that the Acquisition is not consummated because
the Company is unable to obtain a fairness opinion from its investment banker
and a Superior Offer is not accepted in accordance with the terms outlined in
(B) above, then the Company's only obligation hereunder shall be to reimburse
the Buyer for its documented, out-of-pocket expenses in connection with the
Acquisition, not to exceed $250,000.
You agree that any breach or threatened breach of the
covenants contained in the first paragraph of this letter agreement would
irreparably injure the Buyer. Accordingly, you hereby agree that, in such
event, the Buyer shall be entitled, without the necessity of proving damages,
and notwithstanding any election by the Buyer to claim damages, to obtain a
temporary and/or permanent injunction to restrain any such breach or threatened
breach or to obtain specific performance of any such provisions, all without
prejudice to any and all other remedies which the Buyer may have at law or in
equity.
The prevailing party in any action to enforce its rights
under this letter agreement, whether through the institution of legal
proceedings or otherwise, shall be entitled to the reimbursement of all fees
and expenses (including reasonable fees of counsel) incurred by such prevailing
party in connection with such action.
You hereby represent and warrant that (i) all necessary
action has been taken to authorize the execution of this letter agreement, (ii)
the person executing this letter agreement has been duly authorized to do so,
and (iii) upon execution, this letter agreement shall be the legal, valid and
binding obligation of the Company, binding against it in accordance with its
terms.
This letter agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
Page 11 of 28 Pages
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This letter agreement may be executed in counterparts each of
which shall be deemed an original, but all of which together constitute one and
the same instrument.
SARATOGA BEVERAGE GROUP, INC.
By: /s/ Robin Prever
------------------------------
Name: Robin Prever
Title: CEO
Acknowledged and Agreed:
THE FRESH JUICE COMPANY, INC.
By: /s/ Jeffrey Heavirland
-----------------------------
Name: Jeffrey Heavirland
Title: Vice President of Sales and Administration
Page 12 of 28 Pages
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EXHIBIT C
OPTION AGREEMENT
This Option Agreement (the "Agreement") is made and entered
into as of the 16th day of March, 1998, by and between Steven Smith
(collectively, the "Optionor"), residing at 5 Lawson Lane, Great Neck, New
York, and Saratoga Beverage Group, Inc., a Delaware company whose principal
executive offices are located at 11 Geyser Road, Saratoga Springs, New York
(the "Optionee").
W I T N E S S E T H :
WHEREAS, the Optionor is the beneficial owner of 1,361,248
shares of common stock, par value $0.01 per share (the "Common Stock"), of The
Fresh Juice Company, Inc., a Delaware corporation (the "Company"), representing
approximately 21% of the issued and outstanding shares of Common Stock of the
Company (based on 6,467,731 shares of Common Stock issued and outstanding as of
February 26, 1998); and
WHEREAS, the Optionor desires to grant to the Optionee
options (the "Option") to purchase 825,000 shares (the "Shares") of Common
Stock of the Company, for the price, on the terms and subject to the conditions
set forth in this Agreement.
NOW THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration
(including One Dollar ($1.00) in cash), the adequacy and receipt of which are
hereby acknowledged, the parties agree as follows:
1. Grant of Options; Exercise Price; Term of Options.
(a) Grant of Options. The Optionor hereby grants to the
Optionee the option to purchase 825,000 Shares, representing 12.8% of the
issued and outstanding shares of Common Stock (based on 6,467,731 shares of
Common Stock issued and outstanding as of February 26, 1998), pursuant to the
Option.
(b) Exercise Price.
(i) The price at which the Optionee shall have the
right to purchase the Shares from the Optionor under this Agreement is Three
Dollars ($3.00) per Share, subject to adjustment as provided in Paragraph 4
below.
(ii) In the event that the Optionee has exercised
the Option, the Optionor shall be entitled to the Upside Rights (as hereinafter
defined) in the event that the Company consummates a Business Combination or
executes a written agreement, instrument, letter of intent, or understanding
within one (1) year from the date of this agreement and consummates the
Business Combination under the terms set forth in such written agreement,
instrument, letter of intent, or understanding, or with a third party within
one hundred twenty (120) days after the exercise by the Optionee of the Option.
For purposes of this
Page 13 of 28 Pages
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Agreement, "Upside Rights" shall mean that (A), the right of the Optionee to
purchase the Shares underlying the Option at a price equal to the sum of (1)
Three Dollars ($3.00), and (2) Fifty Percent (50%) of the purchase price per
Share in such Business Combination in excess of Three Dollars ($3.00); or (B)
the right of the Optionor to a payment from the Optionee in an amount equal to
Fifty Percent (50%) of the purchase price per Share paid to the Optionee in
such Business Combination in excess of Three Dollars ($3.00).
(c) Term of Option. The Option shall be exercisable during
the period from (i) the earlier to occur of (x) April 1, 1998 or (y) the waiver
by parties to the Company's shareholder's agreement of any and all restrictions
imposed by such agreement on the ability of the Optionor to sell the Shares to
the Optionee or other third party (the earlier of (x) or (y) is hereby referred
to as the "Initial Exercise Date") through (ii) April 30, 1998; provided,
however, that, in the event that prior to April 30, 1998 the Optionee and the
Company execute a written agreement, instrument, letter of intent, or
understanding in which the Company agrees to enter into a Business Combination
with the Optionee or an affiliate or subsidiary of the Optionee, the Option
shall be exercisable during the period from the Initial Exercise Date through
the earliest to occur of (A) the consummation of such Business Combination, (B)
the termination of all agreements relating to such Business Combination or (C)
October 31, 1998.
(d) Term of Agreement. Except as expressly set forth in this
Agreement, this Agreement shall terminate upon the earliest to occur of (i) the
exercise of the Option, (ii) the termination of the period for exercisability
of the Option and (iii) such date as may be mutually agreed by the Optionee and
the Optionor.
2. Representations and Warranties of the Optionor. The Optionor
represents and warrants to the Optionee as follows:
(a) Ownership of Shares. The Optionor owns 1,361,248 shares
of Common Stock (the "Owned Shares"), free and clear of any pledge, lien,
security interest, mortgage, charge, adverse claim of ownership or use, or
other encumbrance of any kind (each, an "Encumbrance"). No other person has any
right or option to acquire, or any direct or indirect interest in, or any right
or claim against, any of the Owned Shares as of the date hereof. Prior to the
termination of this Agreement, except in accordance with the terms of this
Agreement, the Optionor shall not sell or agree to sell the 825,000 Owned
Shares underlying this option, during such time as this Agreement is in effect,
or any direct or indirect interest in, or any right or claim against any of the
Owned Shares owned by the Optionor as of the date hereof.
(b) Authority. This Agreement has been duly executed and
delivered by the Optionor and, assuming due authorization, execution and
delivery of this Agreement by the Optionee, this Agreement constitutes the
legal, valid and binding obligation of the Optionor enforceable against the
Optionor in accordance with its terms, subject to the effect of any applicable
bankruptcy, reorganization, insolvency (including, without limitation, all laws
relating to fraudulent transfers), moratorium or similar laws affecting
creditors' rights and remedies generally, subject, as to enforceability, to the
effect of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and subject
to the effect of applicable securities laws as to rights to indemnification.
Page 14 of 28 Pages
<PAGE>
(c) Consents; Compliance. The execution and delivery of this
Agreement by the Optionor do not, and the performance of this Agreement by the
Optionor will not, require any consent, approval, authorization or other action
by, or filing with or notification to, any governmental or regulatory
authority, except filing with the Securities and Exchange Commission, where
failure to obtain such consent, approval, authorization or action, or to make
such filing or notification, would not prevent the Optionor from performing any
of their material obligations under this Agreement. The execution, delivery and
performance of this Agreement by the Optionor do not (i) conflict with or
violate the charter or by-laws of the Company, or (ii) except as would not
prevent the Optionor from performing any of their material obligations under
this Agreement, (A) conflict with or violate any law, rule, regulation, order,
writ, judgment, injunction, decree, determination or award applicable to the
Optionor, or (B) result in any breach of, or constitute a default (or event
which with the giving of notice or lapse of time, or both, would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of any Encumbrance
on any of the assets or properties of the Optionor pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument relating to such assets or properties to which the Optionor is
a party or by which any of such assets or properties is bound.
(d) Absence of Litigation. No claim, action, proceeding or
investigation is pending, or to the best knowledge of the Optionor, threatened,
which seeks to delay or prevent the consummation of the transactions
contemplated hereby or which would be reasonably likely to adversely affect or
restrict the Optionor's ability to consummate the transactions contemplated
hereby.
(e) No Brokers. The Optionor has not entered into any
contract, arrangement or understanding with any individual, corporation,
partnership, joint venture, person, trust, estate, association or other entity
(each, a "Person") which could result in the obligation of any Person to pay
any finder's fees, brokerage or agent's commissions or other like payments in
connection with this Agreement.
3. Representations and Warranties of the Optionee. The Optionee
represents and warrants to the Optionor as follows:
(a) Authority. The Optionee has all necessary corporate power
and authority to enter into this Agreement, to carry out the Optionee's
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby. The Optionee has taken all necessary action to authorize
the execution, delivery and performance by the Optionee of this Agreement and
all other documents or instruments required to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by the
Optionee and, assuming due authorization, execution and delivery by the
Optionor, this Agreement constitutes a legal, valid and binding obligation of
the Optionee enforceable against the Optionee in accordance with its terms,
subject to the effect of any applicable bankruptcy, reorganization, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
moratorium or similar laws affecting creditors' rights and remedies generally,
subject, as to enforceability, to the effect of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and subject to the effect of applicable securities laws as to
rights of indemnification.
Page 15 of 28 Pages
<PAGE>
(b) Consents and Approvals; No Conflict. The execution and
delivery of this Agreement do not, and the performance of this Agreement by the
Optionee will not, require any consent, approval, authorization or other action
by, or filing with or notification to, any governmental or regulatory
authority, except where failure to obtain such consent, approval, authorization
or action, or to make such filing or notification, would not prevent the
Optionee from performing any of its material obligations under this Agreement.
The execution, delivery and performance of this Agreement by the Optionee do
not, except as would not have a material adverse effect on the ability of the
Optionee to consummate the transactions contemplated by this Agreement,
conflict with or violate any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award applicable to the Optionee.
(c) Absence of Litigation. No claim, action, proceeding or
investigation is pending, or to the best knowledge of the Optionee, threatened,
which seeks to delay or prevent the consummation of the transactions
contemplated hereby or which would be reasonably likely to adversely affect or
restrict the Optionee's ability to consummate the transactions contemplated
hereby.
(d) Ownership of Shares. As of the date hereof, the Optionee
and its directors collectively beneficially own less than 25,000 Shares.
(e) No Other Representations. Except as set forth in this
Agreement, the Optionee is not making any representation, warranty, covenant or
agreement, oral or written, with respect to the matters contained herein and
therein.
(f) No Brokers. The Optionee has not entered into any
contract, arrangement or understanding with any Person which could result in
the obligation of any Person to pay any finder's fees, brokerage or agent's
commissions or other like payments in connection with this Agreement.
4. Adjustments. In the event that the Board of Directors of the
Company or a committee thereof shall determine that the outstanding shares of
Common Stock are affected by any (i) subdivision or consolidation of shares,
(ii) dividend or other distribution (whether in the form of cash, shares, other
securities, or other property) or (iii) recapitalization or other capital
adjustment of the Company, such that an adjustment is determined to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available hereunder, then (x) the number
and type of Shares which may be subject to the Option, (y) the number and type
of Shares subject to the unexercised portion of the Option, and (z) the
exercise price per Share with respect to the Option shall be automatically
adjusted to prevent dilution or enlargement of the benefits or potential
benefits intended to be made hereunder; provided, however, that the exercise
price per Share shall not be adjusted below the par value per Share of the
Common Stock.
5. Exercise of Options. The Option shall be exercised when written
notice of such exercise, signed by a duly authorized officer of the Optionee,
has been delivered or transmitted by facsimile or registered or certified mail,
to the Optionor. Said written notice shall be accompanied by payment of the
aggregate Option price in cash. Delivery of said payment and notice shall
constitute an irrevocable election to purchase the Shares specified in said
notice. The person entitled to exercise the Option shall not have the
Page 16 of 28 Pages
<PAGE>
right or status as a holder of the Shares to which such exercise relates
(including without limitation voting rights) prior to receipt by the Optionor
of such payment and notice. The options are exercisable in whole and not in
part.
6. Taxes; Expenses, and Indemnification.
The Optionor shall pay all documentary and other transfer
taxes, if any, due as a result of the sale of the Shares in accordance with
this Agreement. Except as set forth in the first sentence of this Paragraph 6,
the Optionee hereby agrees that all fees and expenses incurred by the Optionee
in connection with this Agreement shall be borne by the Optionee, and the
Optionor hereby agrees that all fees and expenses incurred by the Optionor
shall be borne by the Optionor, in each case including without limitation all
fees and expenses of such party's counsel and accountants; provided, however,
that, upon presentation of invoices therefor, the Optionee shall reimburse the
Optionor for the reasonable fees and expenses of Optionor's counsel incurred in
connection with this Agreement, up to an aggregate of Ten Thousand Dollars
($10,000). This Paragraph 6 shall survive any termination of this Agreement.
The Optionee agrees to indemnify and hold harmless the
Optionor against all losses, claims, damages, liabilities and expenses
including reasonable costs of investigation arising out of or in connection
with any third party claim asserted or commenced against the Optionor as a
result of the grant of the option to the Optionee pursuant to the terms of this
Agreement and the actions taken or required to be taken by the Optionee in
connection therewith: provided, however, that the Optionor shall not be
entitled to any indemnification hereunder for any claim which is determined by
a court to have resulted from the gross negligence or willful misconduct of the
Optionor; provided further, however, that the Optionor shall not be entitled to
indemnification hereunder for any actions taken by the Optionor in his capacity
as an Officer or Director of the Company.
In addition to the foregoing indemnification, it is
understood and agreed that in the event that the Optionee consummates a
business combination with the Company, the Optionee shall cause the surviving
corporation from the business combination to (and the surviving corporation
shall) for four (4) years after the date of consummation of the business
combination, indemnify and hold harmless the Optionor and Jeff Smith, in their
capacity as a director, officer, employee and agent of the Company and/or any
of its subsidiaries, against all losses, claims, damages, liabilities or
expenses arising out of actions or omissions occurring at or prior to that date
of consummation, to the extent as the Optionor is currently indemnified under
Delaware Law and the charter or by-laws of the Company and its subsidiaries in
effect on the date hereof.
7. Confidentiality. The parties agree that (i) no public release or
announcement (excluding for this purpose filings with the Securities and
Exchange Commission or other federal or state securities agencies) concerning
the transactions contemplated hereby shall be issued by any party and (ii)
neither party will disclose the existence of this Agreement or the intention of
such party to consummate the transactions contemplated hereby to any other
party, other than the Company, without in either case the prior written consent
of the other party, except as required by law or applicable regulations. This
Paragraph 7 shall survive any termination of this Agreement.
Page 17 of 28 Pages
<PAGE>
8. Headings. Section headings contained in this Agreement are included
for convenience only and shall not affect the interpretation of any provisions
of this Agreement.
9. Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of, this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent possible.
10. Entire Agreement. This Agreement sets forth the entire
understanding and agreement of the parties with respect to their subject matter
and supersedes any and all prior understandings, negotiations or agreements
among the parties hereto, both written and oral, with respect to such subject
matter.
11. No Third-Party Beneficiaries. This Agreement is for the sole
benefit of and binding upon the parties hereto and their successors and assigns
and nothing herein, express or implied, is intended to or shall confer upon any
other Person any legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
12. Amendment. This Agreement may be amended or modified only by an
instrument in writing signed by the Optionee and the Optionor.
13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of
which, when taken together, shall constitute one and the same agreement.
14. Gender and Number. Whenever used in this Agreement, the singular
number shall include the plural, the plural the singular, and the use of any
gender shall be applicable to all genders.
15. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of New York and applicable federal law.
The parties agree that any dispute arising in connection with this Option
Agreement or the interpretation or construction hereof will be submitted to
binding arbitration in the City of Albany, New York, under the Commercial
Arbitration Rules of the American Arbitration Association.
Page 18 of 28 Pages
<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
OPTIONOR: OPTIONEE:
SARATOGA BEVERAGE GROUP INC.
/s/ Steven Smith By: /s/ Robin Prever
- ------------------------------- --------------------------------------
Steven Smith Robin Prever
President and Chief Executive Officer
Page 19 of 28 Pages
<PAGE>
EXHIBIT D
[THE FRESH JUICE COMPANY, INC. LETTERHEAD]
March 30, 1998
VIA TELECOPIER AND ORDINARY MAIL
Ms. Robin Prever
Saratoga Beverage Group, Inc.
11 Geyser Road
Saratoga Springs, New York 12866
Re: Confidentiality Agreement
Dear Ms. Prever:
Saratoga Beverage Group, Inc. (hereinafter "you") has requested certain
information from The Fresh Juice Company, Inc. and its subsidiaries and its
affiliates (collectively, "FJCI") in connection with your consideration of a
possible investment in FJCI (the "Proposed Transaction"). As a condition to
furnishing such information to you, FJCI requires that you agree, as set forth
below, to treat such information confidentially.
1. Evaluation Material: The term "Evaluation Material", as used in this letter
agreement, includes (a) any information obtained from reviewing the books and
records of FJCI; (b) any information obtained from reviewing the facilities and
assets of the FJCI; (c) any information furnished to you by FJCI, its
affiliates, representatives, agents or advisors, before or after the date of
this letter agreement in connection with the Proposed Transaction or any other
transaction between FJCI and you; (d) any information of a confidential nature
relating in any way to the affairs of FJCI; and (e) all notes, analyses,
compilations, studies or other documents in your possession, custody or
control, whether prepared by you or by others, which contain any of the
information referred to in subparagraphs (a) through (d) in this paragraph 1.
The term "Evaluation Material" does not include information which (i) becomes
generally available other than as a result of a prohibited disclosure by you or
your affiliates, representatives, agents or advisors, (ii) was
Page 20 of 28 Pages
<PAGE>
Robin Prever
March 30, 1998
Page 2
available to you on a non-confidential basis prior to its disclosure to you by
FJCI, its affiliates, representatives, agents or advisors or (iii) becomes
available to you on a non-confidential basis from a source other than FJCI, its
affiliates, representatives, agents or advisors, provided that such source is
not known by you to be bound by a confidentiality agreement relating to the
information obtained from FJCI, its affiliates, representatives, agents or
advisors or otherwise prohibited from transmitting the information to you by a
contractual, legal or fiduciary obligation.
2. Confidential Treatment: You shall treat as confidential, keep secret and not
use in the course of your business any of the Evaluation Material and will not,
without the prior written consent of FJCI, disclose, furnish or make known or
accessible to, or use for the benefit of anyone any of the Evaluation Material
except that the Evaluation Material may be disclosed to those of your
affiliates, directors, officers, employees, representatives, agents, advisors
or lenders (the "Investor Advisory Group") for the purpose of evaluating the
Proposed Transaction, provided that prior to any such disclosure to any of the
Investor Advisory Group, you advise each member thereof that such information
is provided subject the to terms and conditions of this letter agreement.
3. Use of Evaluation Materials: You will not, and you will direct each member
of the Investor Advisory Group not to, use any of the Evaluation Material for
any reason or purpose other than to evaluate the Proposed Transaction while you
are actively engaged in pursuing the Proposed Transaction.
4. No Contact with Other Persons: You agree that from and after the date
hereof, other than in connection with and as contemplated in the Option
Agreement between you and Steven Smith, you shall not without FJCI's prior
consent make any direct or indirect contact with any of FJCI's officers,
directors, shareholders, employees, customers, suppliers or lenders, other than
persons designated by FJCI. You acknowledge that any such direct or indirect
contacts contrary to the terms of this paragraph would cause substantial and
irreparable harm to FJCI.
Page 21 of 28 Pages
<PAGE>
Robin Prever
March 30, 1998
Page 3
5. Required Disclosure: In the event that you or any member of the Investor
Advisory Group are requested (by oral question, interrogatories, requests for
information or documents, subpoena, civil investigation demand or similar
process) to disclose any Evaluation Material, you agree, unless otherwise
required by the request or requirement, to provide FJCI with prompt notice of
such request(s) so that FJCI may seek an appropriate protective order and/or
waive your compliance with the provisions of this letter agreement. It is
further agreed that if, in the absence of a protective order or the receipt of
a waiver hereunder, you are nonetheless, in the opinion of your counsel,
compelled to disclose Evaluation Material, you may disclose such information
without liability hereunder and you will only disclose that portion of the
Evaluation Material which is legally required to be disclosed.
6. Disclaimer: You acknowledge that neither FJCI, nor its respective
affiliates, representatives, agents or advisors make any express or implied
representation as to the accuracy or completeness of the Evaluation Material,
and each such party expressly disclaims any and all liability that may be based
on the Evaluation Material, errors therein or omissions therefrom.
7. Return of Documents: If, for any reason, the Proposed Transaction is not
completed, on the written request of FJCI, you shall and each member of the
Investor Advisory Group shall (i) cause each of the officers, employees,
representatives and affiliates of each such member, if applicable, to promptly
return to FJCI all documents, papers, books, records and other materials,
including materials in electronic media, (and all copies thereof) constituting
Evaluation Material obtained by any of them in connection with the
investigation and evaluation of FJCI in the Proposed Transaction, except that
you may destroy all or any portion of the Evaluation Material that may be found
in analyses, compilations, studies or other documents prepared by you or any
member of the Investor Advisory Group, which destruction shall be certified in
writing to FJCI, and (ii) refrain from making any adverse statements about FJCI
and its business that could reasonably be expected to, and that do, have a
material adverse effect on FJCI.
8. Waiver: No failure or delay by FJCI in exercising any right, power
Page 22 of 28 Pages
<PAGE>
Robin Prever
March 30, 1998
Page 4
or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any right, power or privilege hereunder.
9. Specific Performance: You understand and agree that money damages would not
be a sufficient remedy for any breach by you or any member of the Investor
Advisory Group of this letter agreement and that FJCI, without the necessity of
pleading or proving irreparable harm, shall be entitled to emergency injunctive
relief and specific performance as a remedy for any such breach. Such remedy
shall not be deemed to be the exclusive remedy for the breach of this letter
agreement but shall be in addition to all other remedies available at law or
equity to the non- breaching party.
10. Modification and Termination: This letter agreement may not be changed or
terminated orally. This letter agreement shall remain in effect until the
earlier of (a) the execution of a definitive agreement regarding the Proposed
Transaction or (b) express termination by FJCI in writing, provided however,
that no such termination shall relieve you or any member of the Investor
Advisory Group of (i) liability for any breach of its obligations hereunder
(ii) the obligations of confidentiality under this letter agreement, and (iii)
your obligations under Paragraph 7 hereof..
11. Enforceability: This letter agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective administrators,
successors and assigns. The invalidity or unenforceability of any other
provision of this letter agreement shall not affect the validity or
enforceability of any other provisions of this letter agreement, which shall
remain in full force and effect. No provision of this letter agreement may be
waived or amended except by written agreement of the parties hereto, which
agreement shall specifically refer to the provision being waived and explicitly
make reference to such waiver or amendment. This letter agreement is for the
benefit of, and shall be enforceable by, FJCI and its successors and assigns
(including any successor to FJCI or to substantially all of FJCI's assets or
business by merger, consolidation, purchase of stock or otherwise).
Page 23 of 28 Pages
<PAGE>
Robin Prever
March 30, 1998
Page 5
12. No Assignment: This letter agreement shall not be assignable by
you.
13. Governing Law: This letter agreement shall be governed and construed in
accordance with the internal laws of the State of New Jersey. The courts of
such state, and any federal court located therein, shall have jurisdiction over
all controversies which may arise under or in relation to this letter
agreement.
14. United States Securities Laws: Each party to this letter agreement
acknowledges that it is aware, and will advise its representatives who are
informed as to the matters which are the subject of this letter agreement, that
the United States securities laws prohibit any person who has material,
nonpublic information concerning a company, such as the Evaluation Material,
from purchasing or selling securities of such company or from communicating
such information to any other person under circumstances in which it is
reasonably foreseeable that such person is likely to purchase of sell such
securities.
15. Limitation on Future Actions: You agree that for a period ending on the
earliest to occur of (i) the execution of a definitive agreement regarding the
Proposed Transaction between you and FJCI, (ii) the termination by FJCI of
discussions with you or (iii) thirty (30) days after the date of this letter
agreement, without the prior written consent of FJCI, you will not (by yourself
or with others) (a) acquire, offer to acquire or agree to acquire, directly or
indirectly, in any manner, any assets or voting securities of FJCI other than
pursuant to the Option Agreement referenced above or (b) announce or publicly
propose any transaction involving securities or any assets of FJCI; provided,
however, that you may make all federal securities law filings required in
connection with the Option Agreement referenced above and all other purchases
of the capital stock of FJCI to date. Nothing contained herein shall prevent
you from purchasing FJCI's products in the ordinary course of business.
16. Copies of filings. At all times until the earlier of (i) April 25,
1998 and (ii) the date on which you notify FJCI in writing that
negotiations toward the Proposed Transaction are terminated, each party
Page 24 of 28 Pages
<PAGE>
Robin Prever
March 30, 1998
Page 6
will promptly advise and consult with the other, to the extent permitted by
applicable law, prior to any and all Securities and Exchange Commission filings
relating to the Proposed Transaction and shall provide the other with a draft
of same, in the form intended to be filed, not less than twenty-four (24) hours
prior to the filing of same; provided, however, that the draft of the Schedule
13D to be filed by you on March 30, 1998 may be provided to FJCI less than
twenty-four (24) hours prior to the filing of same.
17. Press Releases. At all times until the earlier of (i) April 25, 1998 and
(ii) the date on which you notify FJCI in writing that negotiations toward the
Proposed Transaction are terminated, each party shall promptly advise and
consult with the other prior to issuing, or permitting any of its subsidiaries,
directors, officers, employees, agents or representatives to issue, any press
release or other information to the press or any third-party with respect to
the Proposed Transaction.
18. No Obligation: The parties to this letter agreement agree that unless and
until a definitive agreement between you and FJCI with respect to the Proposed
Transaction has been executed and delivered, neither you nor FJCI will be under
any legal obligation of any kind whatsoever with respect to such Proposed
Transaction by virtue of this or any written or oral expression with respect to
such Proposed Transaction except in the case of (i) this letter agreement for
the matters specifically agreed to herein and (ii) the letter agreement dated
March 29, 1998 executed in connection with this Confidentiality Agreement.
If you are in agreement with the foregoing, please sign and return one copy of
this letter agreement, which will constitute our entire agreement with respect
to the subject matter hereof.
Very truly yours,
/s/ Jeffrey Heavirland
- ------------------------
Jeffrey Heavirland
Page 25 of 28 Pages
<PAGE>
Robin Prever
March 30, 1998
Page 7
Consented and agreed to this
30th day of March, 1998
Saratoga Beverage Group, Inc.
/s/ Robin Prever
-------------------------------
Robin Prever, Chief Executive
Officer
G:\ATTY\CML\SARATo2.CON
Page 26 of 28 Pages
<PAGE>
EXHIBIT E
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of the Statement on Schedule 13D (including all amendments
thereto) with respect to the common stock, par value $.01 per share, of The
Fresh Juice Company, Inc., a Delaware corporation.
This Agreement may be executed in counterparts, each of which taken
together shall constitute one and the same instrument.
Date: March 30, 1998
Saratoga Beverage Group, Inc.
By: /s/ Robin Prever
------------------------------------
Name: Robin Prever
Title: Chief Executive Officer
/s/ Robin Prever
--------------------------------------
Robin Prever
Page 27 of 28 Pages
<PAGE>
SCHEDULE A
PURCHASES OF THE SHARES WITHIN THE LAST 60 DAYS BY SARATOGA
NUMBER PRICE
DATE OF SHARES PER SHARE VALUE
---- --------- --------- -----
03/04/98 10,300 $2.3570146 $24,277.25
03/12/98 2,000 2.3962500 4,792.50
03/13/98 1,000 2.3975000 2,397.50
03/23/98 5,000 2.3955000 11,977.50
03/19/98 20,500 2.9500000 60,475.00
03/23/98 22,600 3.0422345 68,754.50
Page 28 of 28 Pages
