<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Saratoga Beverage Group, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
803436 10 4
(CUSIP Number)
<TABLE>
<S> <C>
Anthony Malatino Robin Prever
c/o Morgan Stanley, Dean Witter Discover & Co. c/o Saratoga Beverage Group, Inc.
1 Keycorp Plaza, Albany, NY 12207 11 Geyser Road, Saratoga Springs, NY 12866
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
</TABLE>
June 17, 1997
(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 Rule 13d-1(b)(3) or (4), check the following box 9.
Check the following box if a fee is being paid with the statement. /_/ (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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. 803436 10 4 Page 2 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony Malatino
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 583,095
SHARES ------------------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ------------------------------------------------------------
WITH
9 SOLE DISPOSITIVE POWER
583,095
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
583,095
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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SCHEDULE 13D
CUSIP No. 803436 10 4 Page 3 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robin Prever
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 332,960
SHARES ------------------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ------------------------------------------------------------
WITH
9 SOLE DISPOSITIVE POWER
332,960
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
332,960
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE> 4
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to the Schedule 13D ("Amendment No. 1") originally
filed by Anthony Malatino and Robin Prever (the "Reporting Persons") with the
Securities and Exchange Commission (the "SEC") on August 17, 1995 (the "Schedule
13D"), relates to the beneficial ownership of shares of the Class A Common
Stock, $.01 par value per share (the "Common Stock"), of Saratoga Beverage
Group, Inc. (the "Issuer"). This Amendment No. 1 amends and supplements the
Schedule 13D. Unless otherwise indicated, all capitalized terms used herein but
not otherwise defined shall have the respective meanings set forth in the
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
(a)This Amendment No. 1 is being filed jointly for Anthony Malatino
and Robin Prever (the "Reporting Persons"). From and after the date of filing of
this Amendment No. 1, Ms. Prever and Mr. Malatino will file amendments to
Schedule 13D separately.
(b) The principal address and/or office of Mr. Malatino is c/o Morgan
Stanley, Dean Witter Discover & Co., 1 Keycorp Plaza, Albany, NY 12207. The
principal address and/or office of Ms. Prever is c/o Saratoga Beverage Group,
Inc., 11 Geyser Road, Saratoga Springs, NY 12866.
(c)Mr. Malatino is a Senior Vice President, Investments of Morgan
Stanley, Dean Witter Discover & Co. in the firm's Albany New York office located
at 1 Keycorp Plaza, Albany, NY 12207. Ms. Prever is President, Chief Executive
Officer, and Director of the Issuer. The principal office of Saratoga Beverage
Group, Inc. is 11 Geyser Road, Saratoga Springs, NY 12866.
(d) and (e). During the past five years, none of the Reporting Persons
has been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or 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 judgment, decree or final order enjoining future
violations of, prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f)Each of the Reporting Persons is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The source of the funds used by each of the Reporting Persons in their
original purchase of the securities of the Issuer was personal funds. The
Reporting Persons originally paid an aggregate of approximately $2.15 million
for their interest in the Issuer.
ITEM 4. PURPOSE OF THE TRANSACTION
Each of the Reporting Persons may acquire or dispose of securities of
the Issuer, including shares of Common Stock, directly or indirectly, in
open-market or privately negotiated transactions, depending upon the evaluation
of the performance and prospects of the Issuer by the Reporting Persons and upon
other developments and circumstances, including, but not limited to, general
economic and business conditions and stock market conditions.
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Except as disclosed above or in Item 6 below, no Reporting Person has
any present plans or proposals which relate to or would result in any of the
actions or events described in paragraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Ms. Prever is the beneficial owner of 332,960 shares (10.6%) of
Common Stock. Mr. Malatino is the beneficial owner of 583,095 shares (19.4%) of
Common Stock. The number of shares of Common Stock beneficially owned by each of
the Reporting Persons and the percentage of outstanding shares represented
thereby have been computed in accordance with Rule 13d-3. The percentage of
shares of Common Stock beneficially owned by the Ms. Prever has been calculated
based upon 3,147,713 shares of Common Stock, which includes (i) 2,982,713 shares
of Common Stock outstanding at May 8, 1997 (as disclosed in the Issuer's
Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 1997,
less the Escrowed Shares (as hereinafter defined)) and (ii) 165,000 shares of
Common Stock which are issuable pursuant to currently exercisable options held
by Ms. Prever. The percentage of shares of Common Stock beneficially owned by
the Mr. Malatino has been calculated based upon 3,011,713 shares of Common
Stock, which includes (i) 2,982,713 shares of Common Stock outstanding at May 8,
1997 (as disclosed in the Issuer's Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 1997, less the Escrowed Shares (as hereinafter
defined)) and (ii) 29,000 shares of Common Stock which are issuable pursuant to
currently exercisable options held by Mr. Malatino.
(b) Ms. Prever has the sole power to vote or to direct the vote of,
and dispose or direct the disposition of, 167,960 shares of Common Stock,
excluding stock options. Mr. Malatino has the sole power to vote or to direct
the vote of, and dispose or direct the disposition of, 554,095 shares of Common
Stock, excluding stock options.
(c) Mr. Malatino sold (i) 6,000 shares of common stock at a price per
share of $3.50 and (ii) 2,000 shares of common stock at a price per share of
$3.625, in each case in open market sales on June 17, 1997. Except as set forth
in the preceeding sentence, neither Reporting Person had any transactions in the
common stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
1. As a condition to the Issuer's initial public offering, the
Reporting Persons entered into an Escrow Agreement, dated June 30, 1993, which
Escrow Agreement is attached hereto as Exhibit A and incorporated herein by
reference. Ms. Prever and Mr. Malatino deposited 14,413 and 48,634 shares of
Class B Common Stock, respectively (the "Escrowed Shares"), into escrow subject
to the Escrow Agreement. The Escrowed Shares were not assignable or
transferable, but could be voted, until such time, if ever, as they were
released from escrow. The Reporting Persons' rights to the Escrowed Shares were
not affected by any change in his or her status as an employee, officer or
director of, or his or her relationship with, the Issuer, and, in the event of
the death of Ms. Prever or Mr. Malatino, the terms of the Escrow Agreement would
have been binding
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on such Reporting Persons' executor, administrator, estate and legatees. Upon
release, if ever, the Escrowed Shares would have been returned to the Reporting
Persons. All Escrowed Shares remaining in escrow on April 30, 1997 will be
forfeited and then canceled and contributed to the Issuer's capital. On April
30, 1997, in accordance with the terms of the Escrow Agreement, the Escrowed
Shares were forfeited and then canceled and contributed to the Issuer's capital.
2. The Reporting Persons entered into a Voting Trust Agreement, dated
August 17, 1992, as amended by Amendment No. 1 thereto dated as of April 30,
1993, and as amended by Amendment No. 2 thereto dated as of July 13, 1995, which
Voting Trust Agreement with all amendments thereto is attached hereto as Exhibit
B and incorporated herein by reference (collectively, the "Voting Trust
Agreement"). Under the Voting Trust Agreement, Mr. Malatino agreed to vote his
shares of capital stock of the Issuer in favor of Ms. Prever (or her nominee)
for election to the Board of Directors of the Issuer until May 1, 1998. Mr.
Malatino and Ms. Prever also agreed to vote their shares of capital stock of the
Issuer together on all matters submitted to a stockholder vote; this obligation
existed even if Ms. Prever has declined to name a nominee to the Board of
Directors. In the event Mr. Malatino and Ms. Prever did not agree on their vote,
the Voting Trust Agreement provided that the aggregate shares of capital stock
of the Issuer held by them would have been voted in proportion to the other
shares of capital stock of the Issuer that were voted. Pursuant to the Voting
Trust Agreement, Mr. Malatino and Ms. Prever also each were granted the right to
vote the other's shares of stock of the Issuer in the event that he or she
became permanently disabled or dies. Each of Mr. Malatino and Ms. Prever granted
to the other, under certain circumstances, a right of first refusal to purchase
his or her shares of capital stock of the Issuer. The Voting Trust Agreement was
terminated as of June 17, 1997, and the termination agreement is annexed hereto
as Exhibit F and incorporated by reference herein.
3. Ms. Prever entered into a Lock-up Agreement (the "Prever Lock-up
Agreement") with Triarc Companies, Inc. ("Triarc"), dated as of July 13, 1995,
which is attached hereto as Exhibit C and is incorporated herein by reference.
Ms. Prever agreed not to sell or otherwise dispose of any Common Stock or Class
B Common Stock owned by her for a period of 180 days after July 13, 1995, and
thereafter during any 90 day period not to sell or otherwise dispose of any of
her Common Stock or Class B Common Stock in an amount greater than 1% of the
shares of capital stock of the Issuer outstanding at the time of such sale. The
Prever Lock-up Agreement provided that these restrictions would cease (i) upon
the exercise of the Warrants in full or (ii) upon the expiration of the
Warrants. Ms. Prever also agreed in the Lock-up Agreement to vote to amend the
Restated Certificate of Incorporation of the Issuer to convert all her shares of
Class B Common Stock into shares of Common Stock if Triarc exercised the
Warrants in full. On January 31, 1997, the Prever Lock-up Agreement was
terminated by Triarc.
4. Mr. Malatino entered into a Lock-up Agreement, dated as of July 13,
1995 (the "Malatino Lock-up Agreement"), with Triarc, which is attached hereto
as Exhibit D and is incorporated herein by reference. Mr. Malatino agreed not to
sell or otherwise dispose of any Common Stock or Class B Common Stock owned by
him for a period of 180 days after July 13, 1995, and thereafter during any 90
day period not to sell or otherwise dispose of any of her Common Stock or Class
B Common Stock in an amount greater than 2% of the shares of capital stock of
the Issuer outstanding at the time of such sale. The Malatino Lock-up Agreement
provided that these restrictions would cease (i) upon the exercise of the
Warrants in full or (ii) upon the expiration of the Warrants. Mr. Malatino also
agreed in the Malatino Lock-up Agreement to vote to amend the Restated
Certificate of Incorporation of the Issuer to convert all his shares of Class B
Common Stock into shares of Common Stock if Triarc exercised the Warrants in
full. On January 31, 1997, the Malatino Lock-up Agreement was terminated by
Triarc.
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5. The Reporting Persons entered into a Voting Agreement (the "Triarc
Voting Agreement"), dated as of July 13, 1995, by and among the Reporting
Persons and Triarc, which Triarc Voting Agreement is attached hereto as Exhibit
E and is incorporated herein by reference. The Triarc Voting Agreement was to
expire on the later of (i) five years, (ii) the date of exercise of the warrant
issued to Triarc to purchase 26% of the Common Stock outstanding on a fully
diluted basis on the date of exercise (the "B Warrant"), or (iii) the date on
which there were no longer outstanding any shares of Class B Common Stock. In
the Triarc Voting Agreement, the Reporting Persons agreed to vote certain shares
(the "Shares") of Class B Common Stock, and any Common Stock owned by the
Reporting Persons, (a) in favor of the issuance of the B Warrant and the warrant
issued to Triarc to purchase 25% of the Common Stock outstanding on a fully
diluted basis on the date of exercise (the "A Warrant;" together with the B
Warrant the "Warrants"), and (b) in favor of Triarc's nominees to the Board of
Directors of the Issuer.
In addition, the Reporting Persons agreed in the Triarc Voting
Agreement, that, to the extent the A Warrant is exercised prior to, and not
simultaneously with, the exercise of the B Warrant, to vote a portion of the
Shares in the same manner as Triarc voted the shares acquired upon the exercise
of the A Warrant such that Triarc would effectively have the right to vote 25%
of the voting power of the Common Stock and Class B Common Stock on and after
the date of exercise of the A Warrant. In addition, the Reporting Persons also
agreed that, to the extent the Warrants were exercised in full, and in
connection therewith the Restated Certificate of Incorporation of the Issuer had
not been amended to eliminate Class B Common Stock (as would be required by the
Prever Lock-Up Agreement and Malatino Lock-Up Agreement described above), to
vote a portion of the Shares in the same manner as Triarc voted the shares
acquired upon exercise of the Warrants such that Triarc would effectively have
the right to vote 51% of the voting power of the Common Stock and Class B Common
Stock on and after the date of exercise of the Warrants in full.
In the Triarc Voting Agreement, the Reporting Persons each agreed to
cancel certain options to purchase 75,000 shares of Common Stock.
On January 31, 1997, the Triarc Voting Agreement was terminated by
Triarc.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A*(P) Escrow Agreement, dated June 30, 1993
Exhibit B*(P) Voting Trust Agreement, dated August
17, 1992, as amended by Amendment No. 1
thereto dated as of April 30, 1993, and as
amended by Amendment No.
2 thereto dated as of July 13, 1995
Exhibit C*(P) Lock-up Agreement, dated July 13, executed by
Robin Prever
Exhibit D*(P) Lock-up Agreement, dated July 13, executed by
Anthony Malatino
Exhibit E*(P) Voting Agreement, dated July 13, 1995, between the
Reporting Persons and Triarc
Exhibit F Termination of Voting Trust Agreement, dated
June 17, 1997
* Incorporated by reference to the Schedule 13D filed with the SEC on
August 17, 1995.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June , 1997
/s/ Robin Prever
----------------------------------------
Robin Prever
/s/ Anthony Malatino
----------------------------------------
Anthony Malatino
<PAGE> 1
EXHIBIT F
TERMINATION OF THE
VOTING TRUST AGREEMENT FOR CONTINUITY
AND STABILITY OF POLICY MANAGEMENT
TERMINATION OF THE VOTING TRUST AGREEMENT FOR CONTINUITY AND STABILITY
OF POLICY MANAGEMENT (this "Agreement"), dated as of June 17, 1997, terminating
the Voting Trust Agreement For Continuity and Stability of Policy Management,
dated August 17, 1992, as amended by Amendment No. 1 thereto, dated April 30,
1993, and Amendment No. 2 thereto, dated as of July 13, 1995 (collectively, the
"Voting Trust Agreement"), by and between Anthony Malatino and Robin Prever.
WHEREAS, as of the date hereof, Anthony Malatino is the owner of
10,000 shares of class A common stock, par value $.01 per share, and 552,095
shares of class B common stock, par value $.01 per share (the "Class B Common
Stock"), of Saratoga Beverage Group, Inc., a Delaware corporation and
successor-in-interest to Saratoga Springs Mineral Water Company, Inc., a New
York corporation (the "Corporation").
WHEREAS, as of the date hereof, Robin Prever is the owner of 182,373
shares of Class B Common Stock of the Corporation.
WHEREAS, Anthony Malatino and Robin Prever desire to terminate the
Voting Trust Agreement, effective upon the execution of this Agreement; and
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The Voting Trust Agreement, and the voting trust created thereby,
is hereby terminated in all respects, effective upon the execution of this
Agreement.
2 This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of such counterparts shall together constitute but one and the same
instrument.
3. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
/s/ Anthony Malatino
----------------------------------------
Anthony Malatino
/s/ Robin Prever
----------------------------------------
Robin Prever
