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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): JANUARY 29, 1999
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SARATOGA BEVERAGE GROUP, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE 33-62038NY 14-1749554
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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11 GEYSER ROAD
SARATOGA SPRINGS, NEW YORK 12866
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(Address of principal executive offices) (Zip Code)
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(518) 584-6363
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 29, 1999, Saratoga Beverage Group, Inc. (the
"Registrant") consummated the acquisition by merger of The Fresh Juice Company,
Inc. ("Fresh Juice"). Fresh Juice manufactures, markets and distributes fresh
squeezed and frozen fresh squeezed citrus juices, fresh fruit smoothies (blends
of juices and purees) and other non-carbonated beverages marketed under the
labels "Fresh Pik't," "the Fresh Juice Company," "Hansen's," "Ultimate" and
"Just Pik't." Fresh Juice will be operated as a wholly owned subsidiary of the
Registrant.
Pursuant to the terms of the Restated Agreement and Plan of
Merger dated as of October 13, 1998 (the "Merger Agreement"), each holder of a
share of Fresh Juice common stock will receive $2.244 per share in cash and 0.33
shares of Class A common stock of the Registrant. In the aggregate, the
stockholders of Fresh Juice will receive approximately $14.3 million in cash and
approximately 2.14 million shares of Class A common stock of the Registrant. The
purchase price was negotiated by arm's length negotiation of the parties. Prior
to the commencement of negotiations between the Registrant and Fresh Juice or
any of its affiliates, any director or officer of the Registrant, or any
associate of any such director or officer.
Pursuant to the terms of the Merger Agreement, Steven Bogen,
Chief Executive Officer of Fresh Juice, was added to the Board of Directors of
the Registrant. Mr. Bogen has also become a consultant to the Registrant
following the Merger. Jeffrey Heavirland, in addition to his current
responsibilities of Chief Executive Officer of The Fresh Juice of California,
Inc. d/b/a Hansen's Juice Company, a subsidiary of Fresh Juice, has become an
officer of the Registrant.
In connection with the merger, the Registrant consummated a
secured financing with NationsBank, N.A., which included a $8 million term loan
and a $14 million revolving credit facility. The financing constituted the
source of the funds for the acquisition.
The Registrant's February 1, 1999 press release and the Merger
Agreement and exhibits thereto each appears as an Exhibit to this Current Report
and is incorporated herein by reference. The foregoing summary is qualified in
its entirety by reference to such documents.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
The financial statements of Fresh Juice required by Item 7(a)
hereof were previously reported in the Registrant's Registration Statement on
Form S-4 filed with the SEC on December 24, 1998 (File No. 333-69707) and
pursuant to General Instruction B.3. of Form 8-K are not additionally reported
herein.
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(b) Pro forma financial information.
The pro forma information of Fresh Juice required by Item 7(b)
hereof were previously reported in the Registrant's Registration Statement on
Form S-4 filed with the SEC on December 24, 1998 (File No. 333-69707) and
pursuant to General Instruction B.3. of Form 8-K are not additionally reported
herein.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
2.1 Restated Agreement and Plan of Merger dated as of October 13,
1998 by and among the Registrant, Rowale Corp. and Fresh Juice
(incorporated by reference to Exhibit 10.25 of the
Registrant's Registration Statement on Form S-4 filed with the
SEC on December 24, 1998 (File No. 333-69707)).
99.1 Press Release dated February 1, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
SARATOGA BEVERAGE GROUP, INC.
By: /s/ Robin Prever
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Robin Prever
President and Chief Executive Officer
Date: February 4, 1999
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1 Restated Agreement and Plan of Merger dated as of October 13,
1998 by and among the Registrant, Rowale Corp. and Fresh Juice
(incorporated by reference to Exhibit 10.25 of the
Registrant's Registration Statement on Form S-4 filed with the
SEC on December 24, 1998 (File No. 333-69707)).
99.1 Press Release dated February 1, 1999.
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EXHIBIT 99.1
[SARATOGA LOGO]
FOR IMMEDIATE RELEASE
Contact: Robin Prever
Assistant: Shanon Green
SARATOGA BEVERAGE GROUP, INC.
(518) 584-6363 ext. 111
SARATOGA BEVERAGE GROUP, INC. ANNOUNCES
ACQUISITION OF THE FRESH JUICE COMPANY, INC.
AND RELATED TRANSACTIONS
Saratoga Springs, NY, February 1, 1999 - Saratoga Beverage Group, Inc. (Nasdaq:
TOGA) announced that it consummated the acquisition by merger of The Fresh Juice
Company, Inc. on January 29, 1999. Fresh Juice will be operated as a wholly
owned subsidiary of Saratoga. Pursuant to the terms of the merger, each holder
of a share of Fresh Juice common stock will receive $2.244 per share in cash and
.33 shares of Class A common stock of Saratoga. Saratoga and Fresh Juice noted
that the merger received the overwhelming approval of their shareholders.
The Fresh Juice common stock (Nasdaq: FRSH) ceased trading on Nasdaq, effective
February 1, 1999. The record holders of Fresh Juice common stock will receive
transmittal documents later this week allowing them to convert their shares of
Fresh Juice common stock into cash and Saratoga Class A common stock.
In connection with the merger, Saratoga also announced that it has consummated a
secured financing with NationsBank, N.A., which includes a $8 million term loan
and a $14 million revolving credit facility.
In addition, Saratoga announced that R.J. Barry Cox has been added to the Board
of Directors of Saratoga. Mr. Cox has extensive experience in the food and
beverage industry, including serving as Chairman of the world-famous Hard Rock
Cafe in its formative years as a public company. Mr. Cox replaces John Morabito,
who resigned from the Board of Directors to become an executive officer of
Saratoga. Saratoga also announced that Steven Bogen, who was the Chief Executive
Officer of Fresh Juice prior to the merger, has been added to the Board of
Directors of Saratoga. Mr. Bogen is also a consultant to Saratoga following the
merger.
Robin Prever, President and Chief Executive Officer of Saratoga, stated that "We
are pleased that the merger and financing have been completed. The acquisition
of Fresh Juice is a terrific opportunity for the shareholders of Saratoga,
including our new shareholders from the Fresh
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Juice transaction. The acquisition gives our Company critical mass and furthers
the Company's strategy of rolling up specialty beverage companies with similar
distribution channels. We are also pleased to have NationsBank as our partner in
furthering our goal of creating shareholder value."
This news release contains forward-looking statements which are based on
Saratoga's expectations and are subject to a number of risks and uncertainties,
certain of which are beyond Saratoga's control. Actual results could vary
materially from expected results due to a variety of factors, including but not
limited to, the general performance of the economy, specifically as it affects
the retail beverage industry, factors applicable to Saratoga and its business
referred to in the Securities and Exchange Commission filings of Saratoga,
particularly Saratoga's Annual Reports on Form 10-K for the year ended December
31, 1997 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998; and factors applicable to Fresh
Juice, particularly Fresh Juice's Annual Report on Form 10-KSB for the year
ended November 30, 1997, as amended, and its Quarterly Reports on Form 10-QSB
for the quarters ended February 28, 1998, May 31, 1998 and August 31, 1998.
Saratoga Beverage Group, Inc., formerly the Saratoga Spring Water Company, was
founded in 1872. Saratoga produces sparkling and non-carbonated spring water
products and Saratoga Splash and, through its subsidiary The Fresh Juice
Company, Inc., manufactures, markets and distributes fresh squeezed and frozen
fresh squeezed citrus juices, fresh fruit smoothies (blends of juices and
purees) and other non-carbonated beverages marketed under the labels "Fresh
Pik't," "the Fresh Juice Company," "Hansen's," "Ultimate" and "Just Pik't."
Saratoga's Class A common stock is traded on the Nasdaq SmallCap Market under
the symbol TOGA.
