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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 5 - Final Amendment)
SARATOGA BEVERAGE GROUP, INC.
(NAME OF THE ISSUER)
SARATOGA BEVERAGE GROUP, INC.
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.
NCP-MHZ, L.P.
CHARLES F. BAIRD, JR.
ROBIN PREVER MALATINO
STEVEN BOGEN
WARREN LICHTENSTEIN
STEEL PARTNERS II, L.P.
ANTHONY MALATINO
JOHN MORABITO
JEFFREY HEAVIRLAND
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 MALATINO
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)
COPY TO
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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. [ ]
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 Paid: $7,237.88
Filing Party: Saratoga Beverage Group, Inc.
Date Filed: January 21, 2000
Form or Registration No.: Schedule 13E3
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INTRODUCTION
This Amendment No. 5 (the "Final Amendment") amends and supplements the
Rule 13E-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") and is
being filed by Saratoga Beverage Group, Inc., a Delaware corporation (the
"Company"), NCP-SBG Recapitalization Corp. ("MergerCo"), NCP-MHZ, L.P., a
Delaware limited partnership, 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 Malatino, Steven Bogen, Warren
Lichtenstein, Steel Partners II, L.P., Anthony Malatino, John Morabito, Jeffrey
Heavirland, Kim James, Adam Madkour and Marc Craen (collectively, the "Filing
Parties"), in connection with the merger (the "Merger") of NCP-MHZ L.P., as
assignee 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, as amended by Amended and Restated Amendment No. 1 to Stock Purchase
Agreement and Agreement and Plan of Merger, dated as of June 9, 2000
(collectively the "Merger Agreement").
This Final Amendment is being filed with the Securities and Exchange
Commission pursuant to the requirements of Rule 13e-3(d)(3) promulgated under
the Securities and Exchange Act of 1934, as amended, to report the results of
the Merger. MergerCo, which was party to the Transaction Statement, is not a
party hereto because it no longer exists as a result of the Merger, which was
consummated on June 21, 2000. The Company was the surviving corporation in the
Merger. Kim James, who was party to the Transaction Statement, is not a party
hereto because he is no longer employed by the Company and his options were
cashed out upon termination of his employment. Except as expressly set forth in
this Final Amendment, all information in the Transaction Statement remains
unchanged.
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
As a result of the consummation of the Merger on June 21, 2000, each of the
5,472,315 shares of Class A common stock, par value $0.01 per share and each of
the 522,955 shares of Class B common stock, par value $.01 per share of the
Company (the "Company Common Stock") issued and outstanding immediately prior to
the effective time of the Merger (other than (i) shares held by the Company as
treasury stock, (ii) 700,000 shares of Class A common stock owned by certain
stockholders, including the Chief Executive Officer and certain directors of the
Company (the "Continuing Stockholders"), who converted 700,000 of their shares
of Class A common stock into shares of common stock of the Surviving Corporation
(the "Rollover Stock"), and (iii) shares as to which dissenters' rights have
been validly perfected), was converted into the right to receive $6.00 in cash,
without interest and each share of Rollover Stock was converted into the right
to receive one share of common stock of the Surviving Corporation. Immediately
after the Merger, there were 9,283,508 shares of the Surviving Corporation
issued and outstanding, and there were eight holders of record of such stock
(including the Purchaser, Robin Prever Malatino, Anthony Malatino, Warren
Lichtenstein, Steel Partners II, L.P. and Steven Bogen).
As a result of the consummation of the Merger on June 21, 2000, each
existing option, whether vested or unvested, to purchase shares of Class A
common stock was terminated in exchange for a cash payment equal to $6.00 per
share of Class A common stock purchasable under the option less the exercise
price with respect to the option (except that Robin Prever Malatino, John
Morabito, Jeffrey Heavirland, Adam Madkour, Kim James and Marc Craen
(collectively, the "Optionholders") rolled over some of the options each held to
acquire Company Common Stock into options to acquire stock in the Surviving
Corporation), and each existing warrant to purchase shares of Class A common
stock was terminated in exchange for a cash payment equal to $6.00 per share of
Class A common stock, for a total cash value of $4,144,038.
Immediately after the Merger, the Purchaser held approximately 90% of the
Surviving Corporation and the Continuing Stockholders held approximately 10% of
the common stock of the Surviving Corporation.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
As a result of the consummation of the Merger on June 21, 2000, the
Purchaser acquired approximately 90% of the equity interest in the Surviving
Corporation. Immediately following the Merger, there were 9,283,508 issued and
outstanding shares of the Surviving Corporation common stock, of which 8,333,333
were owned by the Purchaser, 415,000 were owned jointly by Robin Prever Malatino
and Anthony Malatino, 46,254 were owned by Warren Lichtenstein, 83,746 were
owned by Steel Partners II, L.P. and 161,000 were owned by Steven Bogen. In
addition, there were options outstanding to acquire 169,871 shares of common
stock in the Suriviving Corporation, options to acquire 49,871 such shares were
held by Robin Prever Malatino, options to acquire 26,250 were held by John
Morabito, options to acquire 35,000 were held by Jeffrey Heavirland, options to
acquire 7,000 were held by Kim James, options to acquire 34,250 were held by
Adam Madkour and options to acquire 17,500 were held by Marc Craen.
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ITEM 16. ADDITIONAL INFORMATION.
The Merger Agreement was approved by the stockholders of the Company at the
special meeting of the stockholders of the Company held on May 15, 2000 (the
"Special Meeting"), and the transactions contemplated by the Merger Agreement
were completed on June 21, 2000. Of the 7,658,499 outstanding shares, 4,772,510
of such shares were represented in person or by proxy at the special meeting and
4,720,007 of such shares (approximately 62.3%) voted in favor of the proposal to
approve the Merger Agreement. The number of shares voted in favor of the Merger
Agreement was sufficient to approve the Merger. On June 21, 2000, a Certificate
of Merger was duly filed with the Secretary of State of the State of Delaware.
The Merger became effective on that date.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(6) - Joint Press Release Dated June 21, 2000.
(d)(6) - Letter to former stockholders of the Company dated June 21, 2000.
(d)(7) - Letter of Transmittal.
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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: July 17, 2000.
NCP-SBG L.P.
By: NCP-SBG G.P., L.L.C.,
its general partner
By: /s/ Peter J. Shabecoff
-----------------------------
Name: Peter J. Shabecoff
Title: Executive Vice President
NCP-SBG G.P., L.L.C.
By: /s/ Peter J. Shabecoff
-----------------------------
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
NCP G.P. II, L.P.
By: NORTH CASTLE G.P. II, L.L.C.,
its general partner
By: /s/ Peter J. Shabecoff
-----------------------------
Name: Peter J. Shabecoff
Title: Managing Director
NORTH CASTLE G.P. II, L.L.C.
By: /s/ Peter J. Shabecoff
-----------------------------
Name: Peter J. Shabecoff
Title: Managing Director
/s/ Charles F. Baird, Jr.
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CHARLES F. BAIRD, JR.
NCP-MHZ, L.P.
By: NCP-MHZ GP, 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: July 17, 2000.
SARATOGA BEVERAGE GROUP, INC.
By: /s/ Irene Fonzi
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Name: Irene Fonzi
Title: General Counsel
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
its General Partner
By: /s/ Warren Lichtenstein
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Name: Warren Lichtenstein
Title: Chief Executive Officer
/s/ Robin Prever Malatino
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ROBIN PREVER MALATINO
/s/ Steven Bogen
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STEVEN BOGEN
/s/ Warren Lichtenstein
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WARREN LICHTENSTEIN
/s/ Anthony Malatino
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ANTHONY MALATINO
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/s/ John Morabito
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JOHN MORABITO
/s/ Jeffrey Heavirland
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JEFFREY HEAVIRLAND
/s/ Adam Madkour
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ADAM MADKOUR
/s/ Marc Craen
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MARC CRAEN
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(d)(6) - Joint Press Release dated June 21, 2000.
(d)(6) - Letter to former stockholders of the Company dated June 21, 2000.
(d)(7) - Letter of Transmittal.
