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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): May 31, 2000
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SARATOGA BEVERAGE GROUP, INC.
(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 jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
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1000 American Superior Boulevard, Winter Haven, Florida 33884
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (863) 299-6915
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11 Geyser Road, Saratoga Springs, New York 12866
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On May 31, 2000, Saratoga Beverage Group, Inc. ("Saratoga"), NCP-SBG,
L.P. and NCP-SBG Recapitalization Corp. (collectively, "North Castle") entered
into Amendment No. 1 to Stock Purchase Agreement and Agreement and Plan of
Merger (the "Amendment"). Pursuant to the Amendment, the parties have agreed to
extend the closing period under the Stock Purchase Agreement and Agreement and
Plan of Merger to Wednesday, June 21, 2000, provided that North Castle and the
rollover shareholders can reach agreement by Wednesday, June 7, 2000 on the
restructured post-merger equity of the surviving entity in the merger. In
addition, Saratoga and North Castle have agreed to limit North Castle's right to
terminate the agreement due to a material adverse change only to events
occurring during the period between April 1, 2000 and May 31, 2000. The
Amendment is annexed as Exhibit 10.1 hereto and is incorporated herein by
reference.
On June 1, 2000, Saratoga issued the press release (the "Press
Release") annexed as Exhibit 99.1 hereto. The Press Release is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Amendment No. 1 to Stock Purchase Agreement and Agreement
and Plan of Merger among Saratoga Beverage Group, Inc,
NCP-SBG, L.P. and NCP-SBG Recapitalization Corp. dated as
of May 31, 2000.
99.1 Press Release of Saratoga Beverage Group, Inc. dated
June 1, 2000.
2
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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.
Dated: June 5, 2000 SARATOGA BEVERAGE GROUP, INC.
(Registrant)
By: /s/ Irene Fonzi
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Irene Fonzi
General Counsel and Secretary
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INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Amendment No. 1 to Stock Purchase Agreement and Agreement and Plan
of Merger among Saratoga Beverage Group, Inc, NCP-SBG, L.P. and
NCP-SBG Recapitalization Corp. dated as of May 31, 2000.
99.1 Press Release of Saratoga Beverage Group, Inc. dated June 1, 2000
