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SARATOGA BEVERAGE GROUP, INC.
1000 American Superior Boulevard
Winter Haven, Florida 33884
June 21, 2000
To Holders of Class A and Class B Common Stock of
Saratoga Beverage Group, Inc.
At the Special Meeting of Shareholders of Saratoga Beverage Group, Inc.
(the "Company") held on May 15, 2000, the Company's shareholders approved the
Stock Purchase Agreement and Agreement and Plan of Merger, dated as of January
5, 2000, by and among the Company, NCP-SBG Recapitalization Corp. and NCP-SBG,
L.P. and related transactions, including the resulting right for the Company's
shareholders to receive for each share of Class A and Class B common stock (the
"Common Stock"), $6.00 in cash, without interest (the "Merger Consideration").
The merger was effected on June 21, 2000.
Accompanying this letter you will find a Letter of Transmittal which
contains detailed instructions on how to properly exchange your certificates
representing shares of Common Stock for the Merger Consideration. YOU MUST
COMPLETE THE APPLICABLE SECTION OF THE LETTER OF TRANSMITTAL AND SEND IT, ALONG
WITH THE CERTIFICATES REPRESENTING YOUR SHARES, TO AMERICAN STOCK TRANSFER AND
TRUST COMPANY (THE "EXCHANGE AGENT") IN ORDER TO RECEIVE THE MERGER
CONSIDERATION TO WHICH YOU ARE ENTITLED. As more fully described in the Letter
of Transmittal, upon receipt of a surrendered certificate, the Exchange Agent
will pay the merger consideration in respect to this certificate. You are
encouraged to carefully read, and complete and return the Letter of Transmittal
to ensure that you receive the merger consideration in a timely fashion. PLEASE
DO NOT SEND YOUR SHARE CERTIFICATES TO THE COMPANY. ONLY THE EXCHANGE AGENT IS
CURRENTLY AUTHORIZED TO PAY YOU MERGER CONSIDERATION.
Sincerely,
Robin Prever
President and Chief Executive Officer