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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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
(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)
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. [ 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 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 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 (the "Merger Agreement"), by and
among the Company, MergerCo and the Purchaser. 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) a minimum of 550,000 and a maximum
of 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. Following the merger, the Purchaser will hold
approximately 90% of the Surviving Corporation and the Continuing Stockholders
will hold approximately 10% of the common stock of the Surviving Corporation.
This Schedule 13E-3 is being filed with the Securities and Exchange
Commission concurrently with a preliminary proxy statement filed by the Company
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Proxy Statement"). A copy of the Proxy Statement is attached hereto as
Exhibit (d)(1). The following cross reference sheet is being supplied pursuant
to General Instruction F to Schedule 13E-3 and shows the location in the Proxy
Statement of the information required to be included in this Schedule 13E-3. The
information contained in the Proxy Statement is expressly incorporated herein by
reference and the responses to each item are qualified in their entirety by
reference to the information contained in the Proxy Statement and the exhibits
thereto. Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to such terms in the Proxy Statement.
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ITEM NUMBER AND CAPTION IN LOCATION IN THE PROXY STATEMENT
SCHEDULE 13E-3
<TABLE>
<CAPTION>
<S> <C> <C>
1. ISSUER AND CLASS OF SECURITY
SUBJECT TO THE TRANSACTION
(a) Outside Front Cover Page, "Summary" and
"Saratoga"
(b) "Introduction;" "Price of Class A Common Stock,"
and "The Special Meeting - Record Date; Stock
Entitled to Vote; Quorum"
(c) - (d) "Price of Class A Common Stock"
(e) Not Applicable
(f) "Purchases of Common Stock by and Other
Transactions with Certain Persons"
2. IDENTITY AND BACKGROUND "Summary," "Saratoga," "Purchaser" and
"MergerCo"
3. PAST CONTACTS, TRANSACTIONS OR
NEGOTIATIONS
(a) (1) "Special Factors - Background of the Merger;" -
Certain Effects of the Merger," "The Merger -
Robin Prever Employment Agreement," "-Robin
Prever Non-Competition Agreement," "-
Stockholders Agreement," "- Consulting
Agreement," "- Voting Agreement," "-
Registration Rights Agreement" and "Purchases of
Common Stock by and Other Transactions with
Certain Persons"
(a) (2) "Special Factors - Background of the Merger,"
"The Merge - Robin Prever Employment
Agreement," "-Robin Prever Non-Competition
Agreement," "- Stockholders Agreement," "-
Consulting Agreement," "- Voting Agreement," "
- Registration Rights Agreement" and "Purchases
of Common Stock by and Other Transactions with
Certain Persons"
(b) "Special Factors - Plans For Saratoga after the
Merger; Conduct of the Business of Saratoga if the
Merger is not Consummated," "- Certain Effects of
the Merger," "The Merger - Robin Prever
Employment Agreement," "-Robin Prever Non-
Competition Agreement," - "Stockholders
Agreement," "- Consulting Agreement," "- Voting
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ITEM NUMBER AND CAPTION IN LOCATION IN THE PROXY STATEMENT
SCHEDULE 13E-3
Agreement," "-- Registration Rights Agreement"
and "Purchases of Common Stock by and Other
Transactions with Certain Persons"
4. TERMS OF THE TRANSACTION
(a) - (b) "Introduction," "Special Factors - Certain Effects of
the Merger," "- Background of the Merger" and " -
Plans for Saratoga After the Merger; Conduct of the
Business of Saratoga if the Merger is not
Consummated," "The Merger" and "Certain
Provisions of the Merger Agreement"
5. PLANS OR PROPOSALS OF THE ISSUER
OR AFFILIATE
(a) - (g) "Special Factors - Certain Effects of the Merger,"
"-Plans for Saratoga After the Merger; Conduct of
the Business of Saratoga if the Merger is not
Consummated," "The Merger" and "Certain
Provisions of the Merger Agreement"
6. SOURCE AND AMOUNTS OF FUNDS OR
OTHER CONSIDERATION
(a) - (d) "The Merger - Option Information," " - Merger
Financing," and "Estimated Fees and Expenses"
7. PURPOSE(S), ALTERNATIVES, REASONS
AND EFFECTS
(a) - (c) "Introduction," "Special Factors- Certain Effects of
the Merger," "- Background of the Merger," "
Reasons of Saratoga for the Merger; Fairness of
the Merger," "- Reasons of the Continuing Stockholders
for the Merger; Fairness of the Merger," "- Reasons of
the Purchaser for the Merger; Fairness of the
Merger," and "- Plans For Saratoga after the
Merger; Conduct of the Business of Saratoga if the
Merger is not Consummated"
(d) "Special Factors - Certain Effects of the Merger,"
"- Recommendations of the Special Committee and
the Board of Directors," " - Reasons of Saratoga
for the Merger; Fairness of the Merger," "-Reasons
of the Continuing Stockholders for the Merger;
Fairness of the Merger," "-Reasons of the Purchaser
for the Merger; Fairness of the Merger," "The
Merger - Material Federal Income Tax
Consequences," "- Accounting Treatment of the
Merger," "- Interests of Certain Persons in the
Merger," "Certain Provisions of the Merger
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ITEM NUMBER AND CAPTION IN LOCATION IN THE PROXY STATEMENT
SCHEDULE 13E-3
Agreement - The Merger," "- Merger
Consideration," "- Surrender and Payment" and "-
The Surviving Corporation"
8. FAIRNESS OF THE TRANSACTION
(a) - (e) "Introduction," "Special Factors- Background of
the Merger," "- Recommendations of the Special
Committee and the Board of Directors," "- Reasons
of Saratoga for the Merger; Fairness of the Merger,"
"- Reasons of the Continuing Stockholders
for the Merger; Fairness of the Merger," "- Reasons of
the Purchaser for the Merger; Fairness of the
Merger," "- Opinion of Financial Advisor to the Special
Committee" and Annex B to the Proxy Statement
-- Opinion of Schroder & Co. Inc.
(f) Not Applicable
9. REPORTS, OPINIONS, APPRAISALS AND
CERTAIN NEGOTIATIONS
(a) - (c) "Special Factors- Background of the Merger," "-
Reasons of Saratoga for the Merger; Fairness of the
Merger," "- Recommendations of the Special
Committee and the Board of Directors," "- Opinion
of Financial Advisor to the Special Committee" and
Annex B to the Proxy Statement-- Opinion of
Schroder & Co., Inc.
10. INTEREST IN SECURITIES OF THE
ISSUER
(a) "The Merger - Interest of Certain Persons in the
Merger" "Security Ownership of Certain Beneficial
Owners and Management"
(b) "Purchasers of Common Stock by and Other
Transactions with Certain Persons"
11. CONTRACTS, ARRANGEMENTS OR "Summary" "Special Factors - Background of the
UNDERSTANDINGS WITH RESPECT TO Merger," "The Merger - Interest of Certain
THE ISSUER'S SECURITIES Persons in the Merger," "-- Option Information"
" - Robin Prever Employment Agreement," "- Robin
Prever Non-Competition Agreement," "-Stockholders
Agreement," "-Consulting Agreement," "-Voting
Agreement," "--Registration Rights Agreement,"
" - Merger Financing," "Certain Provisions of The
Merger Agreement - Surrender and Payment " and
"Security Ownership of Certain Beneficial Owners
</TABLE>
4
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ITEM NUMBER AND CAPTION IN LOCATION IN THE PROXY STATEMENT
SCHEDULE 13E-3
and Management"
12. PRESENT INTENTION AND
RECOMMENDATION OF CERTAIN
PERSONS WITH REGARD TO THE
TRANSACTION
(a) "The Merger - Interests of
Certain Persons in The Merger,"
"The Special Meeting - Matters
to be Considered," " - Required
Votes" and " The Merger -
Voting Agreement"
(b) "Special Factors - Background
of the Merger, "Recommendations
of the Special Committee and
the Board of Directors," "
-Background of the Merger,"
"-Reasons of Saratoga for the
Merger; Fairness of the Merger"
"- Reasons of the Continuing
Stockholders for the Merger;
Fairness of the Merger" and
"- Reasons of the Purchaser for
the Merger; Fairness of the
Merger"
13. OTHER PROVISIONS OF THE
TRANSACTION
(a) "The Special Meeting -
Appraisal Rights," "Dissenting
Stockholders' Rights," and
Annex C - Rights of Dissenting
Stockholders Under Delaware
General Corporation Law
(b) Not Applicable
(c) Not Applicable
14. FINANCIAL INFORMATION
(a) "Incorporation of Certain
Documents by Reference"
(b) "Selected Historical
Consolidated Financial Data,"
"Unaudited Pro Forma Condensed
Consolidated Financial Data"
15. PERSONS AND ASSETS EMPLOYED,
RETAINED OR UTILIZED
(a)-(b) "Special Factors- Background of
the Merger," "- Opinion of
Financial Advisor to the
Special Committee," "The
Special Meeting - Solicitation
of Proxies," "The Merger -
Robin Prever Employment
Agreement," "- Robin Prever
Non-Competition Agreement," "-
Consulting Agreement," "Certain
Provisions of the Merger
Agreement - Indemnification and
Insurance," "Estimated Fees
5
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ITEM NUMBER AND CAPTION IN LOCATION IN THE PROXY STATEMENT
SCHEDULE 13E-3
and Expenses," "Independent
Auditors" and Annex B to the
Proxy Statement -- Opinion of
Schroder & Co., Inc.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The Company is the issuer of the securities subject to this
Schedule 13E-3. The information set forth on the outside front Cover Page and in
the sections entitled "Summary" and "Saratoga" in the Proxy Statement is
incorporated herein by reference.
(b) The information set forth in the sections entitled "Introduction,"
"Price of Class A Common Stock" and "The Special Meeting -- Record Date; Stock
Entitled to Vote; Quorum" in the Proxy Statement is incorporated herein by
reference.
(c)-(d) The information set forth in the section entitled "Price of
Class A Common Stock" in the Proxy Statement is incorporated herein by
reference.
(e) Not applicable.
(f) The information set forth in the section entitled "Purchases of
Common Stock by and Other Transactions with Certain Persons" in the Proxy
Statement is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Statement is being filed by the Company and the
Filing Parties. The information set forth in the sections entitled "Summary,"
"Saratoga," "Purchaser" and "MergerCo" in the Proxy Statement is incorporated
herein by reference.
The following is certain information regarding the Company's
affiliates.
NCP-SBG Recapitalization Corp., a Delaware corporation ("MergerCo") is
wholly-owned by NCP-SBG L.P., a Delaware limited partnership (the "Purchaser").
The general partner of the Purchaser is NCP-SBG, G.P., L.L.C., a Delaware
limited liability company. The sole member of NCP-SBG G.P., L.L.C. is North
Castle Partners II, L.P., a Delaware limited partnership. The general partner of
North Castle Partners II, L.P. is NCP G.P. II, L.P., a Delaware limited
partnership. The general partner of NCP G.P. II, L.P. is North Castle G.P.II,
L.L.C., a Delaware limited liability company. The sole member of North Castle
G.P.II, L.L.C. is Charles F. Baird, Jr.
The address for all of the above entities is c/o North Castle Partners,
L.L.C., 60 Arch Street, Greenwich, CT 06830.
6
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Charles F. Baird, Jr., a United States citizen, is currently the senior
managing member of North Castle Partners, L.L.C. where he has been a member
since its formation in May 1997. Prior to that, Mr. Baird served as Managing
Director of AEA Investors, Inc. a New York based private equity firm. From June
1992 to June 1996, Mr. Baird also served as chairman of PLI Holdings. His
business address is North Castle Partners, L.L.C., 60 Arch Street, Greenwich, CT
06830.
The above mentioned Reporting Persons (other than Mr. Baird) are private
investment vehicles formed for the purpose of investing in transactions arranged
by North Castle Partners, L.L.C. ("North Castle Partners"). North Castle
Partners is a private investment firm specializing in acquisition transactions.
NCP-SBG L.P. was formed at the direction of North Castle Partners to effect the
proposed transactions described in Item 4 below and has not engaged in any
activities other than those incident to its formation and such proposed
transactions.
Robin Prever, a United States citizen, has been the President, Chief
Executive Officer and a director of the Company since April 1992. Her business
address is c/o Saratoga Beverage Group, Inc., 1000 American Superior Boulevard,
Winter Haven, Florida 34880.
Steven Bogen, a United States citizen, has been a director of the Company
since January 29, 1999 concurrently with the Company's acquisition of The Fresh
Juice Company, Inc. ("Fresh Juice"). Mr Bogen was Co-Chairman of the Board,
Chief Executive Officer, and Secretary of Fresh Juice from April 1, 1996 to
January 29, 1999; Chief Executive Officer of The Ultimate Juice Company, Inc.
("Ultimate Juice") from 1988 to January 29, 1999; Chairman of the Board of
Ultimate Juice from 1989 through March 31, 1996; Chairman of the Board of Clear
Springs Citrus, Inc. ("Clear Springs") from July 27, 1993 through August 31,
1996; President of Clear Springs from July 27, 1993 through March 11, 1994. His
business address is c/o Fresh Solutions, Inc., 280 Wilson Avenue, Newark, New
Jersey 07105 .
Warren Lichtenstein, a United States citizen, has been a director of the
Company since June 1994. Mr. Lichtenstein has been with Steel Partners II, LP
since 1990 as a Managing Partner. The business address of Mr. Lichtenstein is
c/o Steel Partners II, L.P., 150 East 52nd Street, 21st Floor, New York,
NY 10022.
Steel Partners II, L.P. is a limited partnership organized in the state of
Delaware. Its address is 150 East 52nd Street, 21st Floor, New York, NY 10022.
Anthony Malatino, a United States citizen, has been a Senior Vice
President of Morgan Stanley Dean Witter since January 1988. Mr Malatino was also
the chairman of the board of Saratoga from August 1993 until December 12, 1995.
The business address of Mr. Malatino is c/o Morgan Stanley Dean Witter, 340
Broadway, Saratoga Springs, NY 12866.
Ms. Prever and Mr. Malatino were married on February 12, 2000. Each of
Ms. Prever and Mr. Malatino disclaim beneficial ownership of the other person's
common stock.
(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.
(a)(1) The information set forth in the sections entitled "Special Factors
- - Background of the Merger," "Certain Effects of the Merger," "The Merger -
Robin Prever Employment Agreement," "- Robin
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Prever Non-Competition Agreement," "Stockholders Agreement," "- Consulting
Agreement," "- Voting Agreement," "- Registration Rights Agreement" and
"Purchases of Common Stock by and Other Transactions with Certain Persons" in
the Proxy Statement is incorporated herein by reference.
(2) The information set forth in the sections entitled
"Special Factors - Background of the Merger," "The Merger - Robin Prever
Employment Agreement," "-Robin Prever Non-Competition Agreement," "-
Stockholders Agreement," "- Consulting Agreement," "- Voting Agreement,"
"Registration Rights Agreement" and "Purchases of Common Stock by and Other
Transactions with Certain Persons" in the Proxy Statement is incorporated herein
by reference.
(b) The information set forth in the sections entitled "Special
Factors- Plans For Saratoga after the Merger; Conduct of the Business of
Saratoga if the Merger is not Consummated," "- Certain Effects of the Merger,"
"The Merger - Robin Prever Employment Agreement," "- Robin Prever
Non-Competition Agreement," "- Stockholders Agreement," "- Consulting
Agreement," "- Voting Agreement," "Registration Rights Agreement" and "Purchases
of Common Stock by and Other Transactions with Certain Persons" in the Proxy
Statement is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)-(b) The information set forth in the sections entitled
"Introduction," "Special Factors - Certain Effects of the Merger," "- Background
of the Merger," " - Plans for Saratoga after the Merger; Conduct of the Business
of Saratoga if the Merger is not Consummated," "The Merger" and "Certain
Provisions of the Merger Agreement" in the Proxy Statement is incorporated
herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth in the sections entitled "Special
Factors - Certain Effects of the Merger," "-Plans for Saratoga after the Merger;
Conduct of the Business of Saratoga if the Merger is not Consummated," "The
Merger" and "Certain Provisions of the Merger Agreement" in the Proxy Statement
is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(d) The information set forth in the sections entitled "The Merger
- - Option Information," "Merger Financing" and "Estimated Fees and Expenses" in
the Proxy Statement is incorporated herein by reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth in the sections entitled
"Introduction," "Special Factors - Certain Effects of the Merger," "- Background
of the Merger," " - Reasons of Saratoga for the Merger; Fairness of the Merger,"
"- Reasons of the Continuing Stockholders for the Merger; Fairness of the
Merger," "- Reasons of the Purchaser for the Merger; Fairness of the Merger"
and "- Plans For Saratoga after the Merger; Conduct of the Business of Saratoga
if the Merger is not Consummated" in the Proxy Statement is incorporated herein
by reference.
(d) The information set forth in the sections entitled "Special Factors
- - Certain Effects of the Merger," "- Recommendations of the Special Committee
and the Board of Directors," " - Reasons of Saratoga for the
8
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Merger; Fairness of the Merger," "- Reasons of the Continuing Stockholders for
the Merger; Fairness of the Merger," "- Reasons of the Purchaser for the Merger;
Fairness of the Merger," "The Merger - Material Federal Income Tax
Consequences," "- Accounting Treatment of the Merger," "- Interests of Certain
Persons in the Merger," "Certain Provisions of the Merger Agreement - The
Merger," "- Merger Consideration," "- Surrender and Payment" and "- The
Surviving Corporation" in the Proxy Statement is incorporated herein by
reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth in the sections entitled
"Introduction," "Special Factors- Background of the Merger," "- Recommendations
of the Special Committee and the Board of Directors," "- Reasons of Saratoga for
the Merger; Fairness of the Merger," "- Reasons of the Continuing Stockholders
for the Merger; Fairness of the Merger," "- Reasons of the Purchaser for the
Merger; Fairness of the Merger," "- Opinion of Financial Advisor to the Special
Committee" in the Proxy Statement and Annex B thereto, Opinion of Schroder &
Co., Inc. is hereby incorporated herein by reference.
(f) Not applicable
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in the sections entitled "Special
Factors- Background of the Merger," "- Reasons of Saratoga for the Merger;
Fairness of the Merger," "- Recommendations of the Special Committee and the
Board of Directors," and "- Opinion of Financial Advisor to the Special
Committee" in the Proxy Statement and Annex B thereto, Opinion of Schroder &
Co., Inc. is hereby incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the sections entitled "The Merger -
Interests of Certain Persons in the Merger" and "Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement is hereby incorporated
herein by reference.
(b) The information set forth in the section entitled "Purchases of
Common Stock by and Other transactions with Certain Persons" is hereby
incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in the sections entitled "Summary," "Special
Factors - Background of the Merger," "The Merger - Interest of Certain Persons
in the Merger," "Option Information," " - Robin Prever Employment Agreement," "-
Robin Prever Non-Competition Agreement," - "Stockholders Agreement," "Consulting
Agreement," "- Voting Agreement," "Registration Rights Agreement," " - Merger
Financing," "Certain Provisions of the Merger Agreement - Surrender and Payment"
and "Security Ownership of Certain Beneficial Owners and Management" in the
Proxy Statement is hereby incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
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(a) The information set forth in the sections entitled "The Merger -
Interests of Certain Persons in the Merger," "The Special Meeting - Matters to
be Considered," " - Required Votes" and " The Merger - Voting Agreements" in the
Proxy Statement is hereby incorporated herein by reference.
(b) The information set forth in the sections entitled "Special Factors-
Background of the Merger," "- Recommendations of the Special Committee and the
Board of Directors," "- Reasons of Saratoga for the Merger; Fairness of the
Merger," "-Reasons of the Continuing Stockholders for the Merger; Fairness of
the Merger" and "- Reasons of the Purchaser for the Merger; Fairness of the
Merger" is hereby incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the sections entitled "The Special
Meeting - Appraisal Rights," "Dissenting Stockholders' Rights" and Annex C -
Rights of Dissenting Stockholders Under Delaware General Corporation Law in the
Proxy Statement is hereby incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION
(a) The information set forth in the section entitled "Incorporation of
Certain Documents by Reference" and "Selected Historical Consolidated Financial
Data" in the Proxy Statement is hereby incorporated herein by reference.
(b) The information set forth in the section entitled "Unaudited Pro Forma
Condensed Consolidated Financial Data" in the Proxy Statement is hereby
incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a)-(b) The information set forth in the sections entitled "Special
Factors- Background of the Merger," "- Opinion of Financial Advisor to the
Special Committee," "The Special Meeting - Solicitation of Proxies," "The Merger
- - Robin Prever Employment Agreement," "- Robin Prever Non-Competition
Agreement," "Consulting Agreement," "Certain Provisions of the Merger Agreement
- - Indemnification and Insurance," " Estimated Fees and Expenses," "Independent
Auditors" and Annex B to the Proxy Statement, in the Proxy Statement is hereby
incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Additional Information is set forth in the Proxy Statement and the Annexes
thereto which is hereby incorporated herein by reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
See attached Exhibit Index.
10
<PAGE>
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: March 31, 2000.
<TABLE>
<CAPTION>
<S> <C>
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
Title: Vice President By: /s/ Peter J. Shabecoff
---------------------------
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. Shabecoff
---------------------------- ---------------------------
Name: Peter J. Shabecoff Name: Peter J. Shabecoff
Title: Executive Vice President Title: Managing Director
/s/ Charles F. Baird, Jr.
NCP-SBG G.P., L.L.C. ----------------------------------
CHARLES F. BAIRD, JR.
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
</TABLE>
<PAGE>
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: March 31, 2000.
SARATOGA BEVERAGE GROUP, INC.
By: /s/ Kim A. James
-------------------------
Name: Kim A. James
Title: Chief Financial Officer
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
-----------------------------
ROBIN PREVER
/s/ Steven Bogen
-----------------------------
STEVEN BOGEN
/s/ Warren Lichtenstein
-----------------------------
WARREN LICHTENSTEIN
/s/ Anthony Malatino
-----------------------------
ANTHONY MALATINO
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
============== ===========
17(a)(1) Commitment Letter, dated as of January 5, 2000, made by
North Castle Partners II, L.P. to Saratoga Beverage Group,
Inc. and NCP-SBG, L.P.
17(a)(2) Commitment Letter, dated as of December 31, 1999, made by
Bank of America, N.A. and Banc of America Securities LLC to
NCP-SBG Recapitalization Corp.
17(a)(3) Commitment Letter, dated as of January 3, 2000, made by Key
Mezzanine Capital Fund L.L.P. to NCP-SBG Recapitalization
Corp.
17(b)(1) Opinion of Schroder & Co. Inc., financial advisor to the
Special Committee of the Board of Directors of Saratoga
Beverage Group, Inc.*
17(b)(2) Presentation to the Special Committee to the Board of
Directors of Saratoga Beverage Group, Inc.
17(c)(1) Stock Purchase Agreement and Agreement and Plan of Merger,
dated as of January 5, 2000, by and among Saratoga Beverage
Group, Inc., NCP-SBG Recapitalization Corp. and NCP-SBG,
L.P.*
17(c)(2) Form of Voting Agreements, dated as of January 5, 2000, by
and between NCP- SBG, L.P. and each of the other parties
thereto.*
17(c)(3) Employment Agreement, dated as of January 5, 2000, by and
between Saratoga Beverage Group, Inc. and Robin Prever.
17(c)(4) Non-Competition Agreement, dated as of January 5, 2000, by
and between Saratoga Beverage Group, Inc. and Robin Prever.
17(c)(5) Stockholders Agreement, dated as of January 5, 2000, by and
among Saratoga Beverage Group, Inc. and the other parties
thereto.
17(c)(6) Registration Rights Agreement, dated as of January 5, 2000,
by and among Saratoga Beverage Group, Inc. and the other
parties thereto.
17(c)(7) Consulting Agreement, dated as of January 5, 2000, by and
between Saratoga Beverage Group, Inc. and North Castle
Partners, L.L.C.
17(d)(1) Preliminary Proxy Statement, Letter to Stockholders and
Notice of Special Meeting of Stockholders and Proxy Card
(filed herewith).
17(e) Rights of Dissenting Stockholders under the DGCL.*
*Incorporated by reference from the Proxy Statement, a copy of which is attached
hereto as Exhibit 17(d)(1).
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