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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
SARATOGA BEVERAGE GROUP, INC.
(NAME OF THE ISSUER)
SARATOGA BEVERAGE GROUP, INC.
NCP-SBG RECAPITALIZATION CORP.
NCP-SBG, L.P.
NCP-SBG G.P., L.L.C.
NORTH CASTLE PARTNERS II, L.P.
NCP G.P. II, L.P.
NORTH CASTLE G.P. II, L.L.C.
CHARLES F. BAIRD, JR.
ROBIN PREVER
STEVEN BOGEN
WARREN LICHTENSTEIN
STEEL PARTNERS II, L.P.
ANTHONY MALATINO
JOHN MORABITO
JEFFREY HEAVIRLAND
KIM JAMES
ADAM MADKOUR
MARC CRAEN
(NAME OF THE PERSONS FILING STATEMENT)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
803436 10 4
(CUSIP NUMBER OF CLASS OF SECURITIES)
ROBIN PREVER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SARATOGA BEVERAGE GROUP, INC.
1000 AMERICAN SUPERIOR BOULEVARD,
WINTER HAVEN, FLORIDA 33884
TELEPHONE: (863) 299-6915
TELECOPY: (863) 299-6713
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
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COPY TO:
Charles I. Weissman, Esq. Franci J. Blassberg, Esq.
SWIDLER BERLIN SHEREFF DEBEVOISE & PLIMPTON
FRIEDMAN, LLP 875 Third Avenue
The Chrysler Building New York, New York 10022
405 Lexington Avenue Telephone: (212) 909-6000
New York, New York 10174 Telecopy: (212) 909-6836
Telephone: (212) 973-0111
Telecopy: (212) 891-9598
This statement is filed in connection with (check the appropriate box):
[X] (a) The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934.
[ ] (b) The filing of a registration statement under the Securities
Act of 1933.
[ ] (c) A tender offer.
[ ] (d) None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [X]
CALCULATION OF FILING FEE:
Transaction Valuation* Amount of Filing Fee
$36,189,383 $7,237.88
* For purposes of calculating the fee only. The filing fee was determined
based upon (a) 4,910,218 issued and outstanding shares of Class A common
stock, par value $.01 per share, which does not include 550,000 shares
which will be rolled over into the surviving corporation, and 522,955
issued and outstanding shares of Class B common stock, par value $.01 per
share (together, the "Shares"), of Saratoga Beverage Group, Inc. as of
January 14, 2000; and (b) the merger consideration of $6.00 per Share (the
"Merger Consideration"), plus $3,590,345 payable to holders of options and
warrants to purchase Shares in exchange for the cancellation of such
options and warrants. The payment of the filing fee, calculated in
accordance with Regulation 240.0-11 under the Securities Exchange Act of
1934, as amended, equals one-fiftieth of one percent of the value of the
Shares (and options and warrants to purchase Shares) for which the Merger
Consideration will be paid.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously $7,237.88
Filing Party: Saratoga Beverage Group, Inc.
Date Filed: January 21, 2000
Form or Registration No.: Schedule 13E-3
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INTRODUCTION
This Amendment No. 4 to Schedule 13E-3 (this "Amendment No. 4") to Rule
13E-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") is being
filed by Saratoga Beverage Group, Inc., a Delaware corporation (the "Company"),
NCP-SBG Recapitalization Corp. ("MergerCo"), NCP-SBG, L.P., a Delaware limited
partnership ("Purchaser"), NCP-SBG G.P., L.L.C., a Delaware limited liability
company, North Castle Partners II, L.P., a Delaware limited partnership, NCP
G.P. II, L.P., a Delaware limited partnership, North Castle G.P. II, L.L.C., a
Delaware limited liability company, Charles F. Baird, Robin Prever, Steven
Bogen, Warren Lichtenstein, Steel Partners II, L.P. and Anthony Malatino
(collectively, the "Filing Parties"), in connection with the proposed merger
(the "Merger") of NCP-SBG Recapitalization Corp. ("MergerCo") with and into the
Company, with the Company being the surviving corporation (the "Surviving
Corporation") pursuant to a Stock Purchase Agreement and Agreement and Plan of
Merger, dated as of January 5, 2000, by and among the Company, MergerCo and the
Purchaser (the "Amendment"), as amended by Amended and Restated Amendment No. 1
to Stock Purchase Agreement and Agreement and Plan of Merger, dated as of June
7, 2000, by and among the Company, MergerCo and the Purchaser (the "Merger
Agreement"). Upon the effectiveness of the Merger (the "Effective Time"), each
share of common stock of the Company issued and outstanding immediately prior to
the Effective Time, other than (i) Shares held by the Company as treasury stock,
(ii) 700,000 Shares (the "Rollover Stock") held by Robin Prever, Steven Bogen,
Warren Lichtenstein, Steel Partners II, L.P., Anthony Malatino and certain other
stockholders (collectively, the "Continuing Stockholders"), and (iii) Shares as
to which dissenters' rights have been validly exercised, will be converted into
the right to receive $6.00 in cash, without interest, and each share of Rollover
Stock will be converted into the right to receive one share of common stock of
the Surviving Corporation. Immediately following the merger, the Purchaser will
hold approximately 89% of the Surviving Corporation and the Continuing
Stockholders will hold approximately 11% of the common stock of the Surviving
Corporation.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (d) and (g) This Statement is being filed by the Company and the
Filing Parties.
The Schedule 13E-3 is supplemented to add the following information
regarding the new Filing Parties:
Adam Madkour, a United States citizen, has been an Executive Vice President
and the Chief Operating Officer of the Company since September 1993. Mr. Madkour
was general manager of manufacturing for the Deer Park Division of Clorox Inc.
from 1987 through September 1993, and is an electrical engineer. His business
address is c/o Saratoga Beverage Group, Inc., 11 Geyser Road, Saratoga Springs,
New York 12866.
Kim James, a United States citizen, joined the Company in August 1999 as
Chief Financial Officer. Mr. James is a CPA who was previously with a privately
held citrus flavor and juice processor in Florida since 1994. He was with
International Minerals and Chemical Corporation ("IMC") in various financial and
administrative management positions from 1977 through 1993. Prior to joining
IMC, he was with ArthurAndersen & Co. His business address is c/o Saratoga
Beverage Group, Inc., 1000 American Superior Boulevard, Winter Haven, Florida
34880.
John Morabito, a United States citizen, has been Executive Vice President
of Sales for the Company since January 1999. From June 1993 to January 1999, Mr.
Morabito was a director of the Company. In addition to his duties at the
Company, Mr. Morabito has been the director of sales development for United
Distillers Glenmore, Inc., where he has been employed since 1989. From 1986
through 1989, he was a regional manager for Brown-Foreman Beverage Company and
from 1983 through 1986 he was a regional manager for Joseph Victori Wine
Company. Prior to that time, Mr. Morabito was employed by each of Foreman
Brothers Incorporated and D. Bertoline and Sons as a sales representative. His
business address is c/o Saratoga Beverage Group, Inc., 1000 American Superior
Boulevard, Winter Haven, Florida 34880.
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Jeffrey Heavirland, a United States citizen, became an Executive Vice
President of the Company in January 1999 concurrently with the merger between
the Company and Fresh Juice. Mr. Heavirland has held several positions with
Hansen's Juices, Inc. He was Director of Sales from July 1988 to December 1993;
Vice President of Sales and a director from December 1993 to January 1994;
Director, Vice President and Secretary from January 1994 to December 2, 1996.
Mr. Heavirland was President, Chief Executive Officer and Assistant Secretary of
The Fresh Juice Company of California, Inc. from December 2, 1996 to January 29,
1999. He was also Vice President of Sales and Administration of Fresh Juice from
October 1997 to January 1999 and a Director from June 1997 to January 1999. His
business address is c/o The Fresh Juice Company of California, Inc., 875 West
8th Street, Azusa, California 91702.
Marc Craen, a citizen of The United Kingdom, became the General Manager of
The Fresh Juice Company of Florida, Inc. in January 1999 concurrently with the
merger between the Company and Fresh Juice. Mr. Craen has been employed in
various positions with Fresh Juice and its subsidiaries since 1990. His business
address is c/o Saratoga Beverage Group, Inc., 1000 American Superior Boulevard,
Winter Haven, Florida 34880.
(e) - (f) None of the Company or any of the Filing Parties, during the last
five years, has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or been a party to a civil proceeding that
resulted in a judgment, decree or final order finding any violation of U.S. or
state securities laws or enjoining further violations of, or prohibiting
activities to, any such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
The Schedule 13E-3 is hereby supplemented as follows:
(b) On May 10, 2000, MergerCo and Purchaser (collectively, "North Castle")
sent the Company a letter raising certain questions concerning Saratoga's
financial statements; these questions were raised as a result of North Castle's
updating of their due diligence in late-April and early-May 2000. On May 11,
2000, counsel to the special co North Castle had been reviewed by the special
committee and with PricewaterhouseCoopers, LLP, Saratoga's independent
accountants ("PWC"), and (ii) PWC had assured the special committee and the
Company that there were no accounting irregularities mmittee of the board of
directors of the Company responded to North Castle's letter, stating that (i)
the concerns raised by and stated in writing that there was no need to consider
any revisions to the Company's previously issued financial statements. On May
12, 2000, a conference call among representatives of the Company, North Castle
and their respective independent accounting firms was held to discuss these
issues in greater detail.
On May 15, 2000, the Company held its special meeting of stockholders, at
which time the Merger Agreement was adopted and approved by the requisite vote
of the Company's stockholders. That afternoon, counsel to the special committee
of the board of directors of the Company notified North Castle of the successful
stockholder vote and informed North Castle of the Company's belief that the
Company had complied with all of its conditions to closing for the Merger
contemplated in the Merger Agreement.
On May 17, 2000, the common stock of the Company traded lower in extremely
heavy volume. Late in the trading day, the Company received an inquiry from a
representative of the Nasdaq Stock Market as to the trading volume and
direction, requesting the Company to issue a press release. Soon after the close
of trading, North Castle sent a letter to the Company claiming that the Company
had not yet satisfied all of its conditions to closing of the Merger and stating
North Castle's belief, based on the information available to North Castle, that
it was unlikely that the Company would be able to satisfy such conditions. As a
result of the Nasdaq request and the receipt of the North Castle letter, on the
morning of May 18, 2000, the Company issued a press release summarizing North
Castle's letter and asserting its belief that the Company was in compliance with
all of its conditions to closing of the Merger. North Castle also issued a press
release on May 18, 2000 confirming that it had informed the Company of its
concern over the Company's ability to meet all of
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the closing conditions of the Merger Agreement but asserting its belief in the
Company's products, market position and management team.
Subsequent to May 18, 2000, North Castle and the Continuing Stockholders
began to engage in discussions concerning revisions to the Continuing
Stockholders' equity in the post-Merger entity. As a result of the ongoing
negotiations, the parties agreed to amend the Merger Agreement. On May 31, 2000,
as amended and restated on June 7, 2000, the Company, MergerCo and the Purchaser
entered into the Amendment, which provided that June 21, 2000 would be the
replacement date for May 31, 2000 under Section 7.1(b) of the Merger Agreement
(which provides for the right of a party to terminate if the Merger is not
consummated by that date), provided that MergerCo and Purchaser and each
Continuing Stockholder had entered into definitive documentation regarding the
revised Continuing Stockholders' equity in the post-Merger entity on or before
June 9, 2000. MergerCo and Purchaser and each Continuing Stockholder entered
into definitive documentation regarding the revised Continuing Stockholders'
equity in the post-Merger entity on June 9, 2000.
The Amendment also (a) provided a waiver by North Castle of certain rights
under the Merger Agreement regarding the representations and the warranties of
the Company with respect to the consolidated financial statements of the
Company, and disclosure in the Company's publicly-filed documents with respect
thereto, for the fiscal year ended December 31, 1999 and (b) contained
acknowledgments that each party had performed or complied in all material
respects with all conditions, agreements, obligations and covenants from January
5, 2000 through and including June 7, 2000.
Item 4. TERMS OF THE TRANSACTION.
(a) - (b) The Schedule 13E-3 is hereby supplemented as follows:
On May 31, 2000, as amended and restated on June 7, 2000, the Company,
MergerCo and the Purchaser entered into the Amendment, which provided that June
21, 2000 shall be the replacement date for May 31, 2000 under Section 7.1(b) of
the Merger Agreement (which provides for the right of a party to terminate if
the Merger is not consummated by that date), provided that the designation of
such replacement date shall cease to be effective if MergerCo and Purchaser and
each Continuing Stockholder have not entered into definitive documentation
regarding the revised Continuing Stockholders' equity in the post-Merger entity
on or before June 9, 2000. MergerCo and Purchaser and each Continuing
Stockholder entered into definitive documentation regarding the revised
Continuing Stockholders' equity in the post-Merger entity on June 9, 2000.
The Amendment also (a) provided a waiver by North Castle of certain rights
under the Merger Agreement regarding the representations and the warranties of
the Company with respect to the consolidated financial statements of the
Company, and disclosure in the Company's publicly-filed documents with respect
thereto, for the fiscal year ended December 31, 1999 and (b) contained
acknowledgments that each party has performed or complied in all material
respects with all conditions, agreements, obligations and covenants from January
5, 2000 through and including June 7, 2000.
The Continuing Stockholders, some of which are Filing Parties, and Saratoga
(with the assent of North Castle) entered into the following agreements dated as
of June 9, 2000 to be effective as of the closing of the Merger relating to the
revised Continuing Stockholders' equity in the post-Merger entity:
(i) Steven Bogen entered into an Earnout Agreement pursuant to which,
immediately after the closing of the Merger, Mr. Bogen agreed to purchase
from the Company, and the Company agreed to issue and sell to Mr. Bogen,
56,000 newly-issued shares of Common Stock (the "New Shares") at a price of
$6.00 per share. Immediately prior to the occurrence of the first NCP
Liquidity Event (as defined in the Earnout Agreement), the Company shall
purchase from Mr. Bogen, and Mr. Bogen shall sell to the Company, the
Callable Shares owned by Mr. Bogen at a per share price of $0.01.
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Mr. Bogen's "Callable Shares" consist of 55,000 shares of Mr. Bogen's
Rollover Stock and Mr. Bogen's 56,000 New Shares.
(ii) Anthony Malatino entered into an Earnout Agreement pursuant to
which, at the Effective Time, Mr. Malatino agreed that, immediately prior
to the occurrence of the first NCP Liquidity Event, the Company shall
purchase from Mr. Malatino, and Mr. Malatino shall sell to the Company, the
Callable Shares owned by Mr. Malatino at a per share price of $0.01. Mr.
Malatino's "Callable Shares" consist of 143,393 shares of Mr. Malatino's
Rollover Stock.
(iii) Steel Partners II, L.P. ("Steel") entered into an Earnout
Agreement pursuant to which, at the Effective Time, Steel agreed that,
immediately prior to the occurrence of the first NCP Liquidity Event, the
Company shall purchase from Steel, and Steel shall sell to the Company, the
Callable Shares owned by Steel at a per share price of $0.01. Steel's
"Callable Shares" consist of 83,746 shares of Steel's Rollover Stock.
(iv) Warren Lichtenstein entered into an Earnout Agreement pursuant to
which, at the Effective Time, Mr. Lichtenstein agreed that, immediately
prior to the occurrence of the first NCP Liquidity Event, the Company shall
purchase from Mr. Lichtenstein, and Mr. Lichtenstein shall sell to the
Company, the Callable Shares owned by Mr. Lichtenstein at a per share price
of $0.01. Mr. Lichenstein's "Callable Shares" consist of 46,254 shares of
Mr. Lichtenstein's Rollover Stock.
(v) Robin Prever entered into an Earnout Agreement pursuant to which,
immediately after the closing of the Merger, the Company will issue to Ms.
Prever 125,000 restricted New Shares in full satisfaction of the Company's
obligations to Ms. Prever under her Non-Competition Agreement. In addition,
Ms. Prever entered into an Optionholder Earnout Agreement pursuant to
which, at the Effective Time, Ms. Prever agreed that her current stock
options to purchase 49,871 shares of Common Stock will not be canceled and
will instead be rolled over into options to purchase 49,871 New Shares
("New Options"). Immediately prior to the occurrence of the first NCP
Liquidity Event, the Company shall purchase from Ms. Prever, and Ms. Prever
shall sell to the Company, Ms. Prever's Callable Shares owned by Ms. Prever
at a per share price of $0.01. Ms. Prever's "Callable Shares" consist of
Ms. Prever's 125,000 restricted New Shares, her New Options and the New
Shares issuable upon exercise of such New Options.
In addition, the following officers of Saratoga entered into the following
agreements with Saratoga (with the assent of North Castle):
(i) John Morabito entered into an Optionholder Earnout Agreement
pursuant to which, at the Effective Time, Mr. Morabito agreed that his
current stock options to purchase 26,250 shares of Common Stock will not be
canceled and will instead be rolled over into options to purchase 26,250
New Shares ("New Options"). Immediately prior to the occurrence of the
first NCP Liquidity Event, the Company shall purchase from Mr. Morabito,
and Mr. Morabito shall sell to the Company, Mr. Morabito's New Options and
New Shares at a per share price of $0.01.
(ii) Jeffrey Heavirland entered into an Optionholder Earnout Agreement
pursuant to which, at the Effective Time, Mr. Heavirland agreed that his
current stock options to purchase 35,000 shares of Common Stock will not be
canceled and will instead be rolled over into New Options to purchase
35,000 New Shares. Immediately prior to the occurrence of the first NCP
Liquidity Event, the Company shall purchase from Mr. Heavirland, and Mr.
Heavirland shall sell to the Company, Mr. Heavirland's New Options and New
Shares at a per share price of $0.01.
(iii) Kim James entered into an Optionholder Earnout Agreement
pursuant to which, at the Effective Time, Mr. James agreed that his current
stock options to purchase 7,000 shares of Common Stock will not be canceled
and will instead be rolled over into New Options to purchase 7,000 New
Shares. Immediately prior to the occurrence of the first NCP Liquidity
Event, the Company shall purchase from Mr. James, and Mr. James shall sell
to the Company, Mr. James's New Options and New Shares at a per share price
of $0.01.
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(iv) Adam Madkour entered into an Optionholder Earnout Agreement
pursuant to which, at the Effective Time, Mr. Madkour agreed that his
current stock options to purchase 34,250 shares of Common Stock will not be
canceled and will instead be rolled over into New Options to purchase
34,250 New Shares. Immediately prior to the occurrence of the first NCP
Liquidity Event, the Company shall purchase from Mr. Madkour, and Mr.
Madkour shall sell to the Company, Mr. Madkour's New Options and New Shares
at a per share price of $0.01.
(v) Marc Craen entered into an Optionholder Earnout Agreement pursuant
to which, at the Effective Time, Mr. Craen agreed that his current stock
options to purchase 17,500 shares of Common Stock will not be canceled and
will instead be rolled over into New Options to purchase 17,500 New Shares.
Immediately prior to the occurrence of the first NCP Liquidity Event, the
Company shall purchase from Mr. Craen, and Mr. Craen shall sell to the
Company, Mr. Craen's New Options and New Shares at a per share price of
$0.01.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
The Schedule 13E-3 is hereby supplemented as follows:
(d) The information set forth under the caption "Item 4. TERMS OF THE
TRANSACTION" above is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth under the caption "Item 4. TERMS OF THE
TRANSACTION" above is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
See attached Exhibit Index.
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SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE AND BELIEF, EACH OF THE
UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE,
COMPLETE AND CORRECT.
Dated: June 14, 2000.
NCP-SBG, RECAPITALIZATION CORP. NCP G.P. II, L.P.
By: NORTH CASTLE G.P. II, L.L.C.,
By: /s/ Peter J. Shabecoff its general partner
----------------------------
Name: Peter J. Shabecoff By: /s/ Peter J. Shabecof
Title: Vice President -----------------------
Name: Peter J. Shabecoff
Title: Managing Director
NCP-SBG L.P.
By: NCP-SBG G.P., L.L.C.,
its general partner NORTH CASTLE G.P. II, L.L.C.
By: /s/ Peter J. Shabecoff By: /s/ Peter J. Shabecof
---------------------------- -----------------------
Name: Peter J. Shabecoff Name: Peter J. Shabecoff
Title: Executive Vice President Title: Managing Director
NCP-SBG G.P., L.L.C. /s/ CHARLES F. BAIRD, JR
----------------------------------
By: /s/ Peter J. Shabecoff CHARLES F. BAIRD, JR.
----------------------------
Name: Peter J. Shabecoff
Title: Executive Vice President
NORTH CASTLE PARTNERS II, L.P.
By: NCP G.P. II, L.P., its general partner
By: NORTH CASTLE G.P. II, L.L.C.,
its general partner
By: /s/ Peter J. Shabecoff
----------------------------
Name: Peter J. Shabecoff
Title: Executive Vice President
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SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE AND BELIEF, EACH OF THE
UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE,
COMPLETE AND CORRECT.
Dated: June 14, 2000.
SARATOGA BEVERAGE GROUP, INC.
By: /s/ Irene Fonzi
----------------------------
Name: Irene Fonzi
Title: General Counsel and Secretary
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
its General Partner
By: /s/ Warren Lichtenstein
----------------------------
Name: Warren Lichtenstein
Title: Chief Executive Officer
/s/ Robin Prever /s/ John Morabito
----------------------------- -----------------------------
ROBIN PREVER JOHN MORABITO
/s/ Steven Bogen /s/ Jeffrey Heavirland
----------------------------- -----------------------------
STEVEN BOGEN JEFFREY HEAVIRLAND
/s/ Warren Lichtenstein /s/ Kim James
----------------------------- -----------------------------
WARREN LICHTENSTEIN KIM JAMES
/s/ Anthony Malatino /s/ Adam Madkour
----------------------------- -----------------------------
ANTHONY MALATINO ADAM MADKOUR
/s/ Marc Craen
-----------------------------
MARC CRAEN
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
17(c)(8) Earnout Agreement, dated as of June 9, 2000, by and between Saratoga
Beverage Group, Inc. and Steven Bogen.
17(c)(9) Earnout Agreement, dated as of June 9, 2000, by and between Saratoga
Beverage Group, Inc. and Warren Lichtenstein.
17(c)(10) Earnout Agreement, dated as of June 9, 2000, by and between Saratoga
Beverage Group, Inc. and Steel Partners II, L.P..
17(c)(11) Earnout Agreement, dated as of June 9, 2000, by and between Saratoga
Beverage Group, Inc. and Robin Prever.
17(c)(12) Earnout Agreement, dated as of June 9, 2000, by and between Saratoga
Beverage Group, Inc. and Anthony Malatino.
17(c)(13) Optionholder Earnout Agreement, dated as of June 9, 2000, by and
between Saratoga Beverage Group, Inc. and John Morabito.
17(c)(14) Optionholder Earnout Agreement, dated as of June 9, 2000, by and
between Saratoga Beverage Group, Inc. and Jeffrey Heavirland.
17(c)(15) Optionholder Earnout Agreement, dated as of June 9, 2000, by and
between Saratoga Beverage Group, Inc. and Kim James.
17(c)(16) Optionholder Earnout Agreement, dated as of June 9, 2000, by and
between Saratoga Beverage Group, Inc. and Adam Madkour.
17(c)(17) Optionholder Earnout Agreement, dated as of June 9, 2000, by and
between Saratoga Beverage Group, Inc. and Marc Craen.
17(c)(18) Optionholder Earnout Agreement, dated as of June 9, 2000, by and
between Saratoga Beverage Group, Inc. and Robin Prever.
</TABLE>
7
