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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): June 7, 2000
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 (Commission (IRS Employer
jurisdiction of incorporation) File Number) 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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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On June 7, 2000, Saratoga Beverage Group, Inc. ("Saratoga"), NCP-SBG, L.P.
and NCP-SBG Recapitalization Corp. (collectively, "North Castle") entered into
an Amended and Restated Amendment No. 1 to Stock Purchase Agreement and
Agreement and Plan of Merger (the "Restated Amendment"). Pursuant to the
Restated Amendment, the period for North Castle and the rollover shareholders to
reach agreement on the restructured post-merger equity of the surviving entity
in the merger was extended from Wednesday, June 7, 2000 to Friday, June 9, 2000.
The Restated Amendment is annexed as Exhibit 10.1 hereto and is incorporated
herein by reference. On June 8, 2000, Saratoga issued a press release with
respect to the Restated Amendment, which press release is annexed as Exhibit
99.1 hereto and is incorporated herein by reference.
On June 9, 2000, North Castle and the rollover shareholders reached
agreement on the restructured post-merger equity. The rollover shareholders will
roll over 700,000 shares of common stock at the closing as contemplated by the
merger agreement. In addition, together with certain members of management,
certain of the rollover shareholders have agreed to provide additional capital
to the recapitalized company immediately after the consummation of the merger by
acquiring additional shares and rolling over outstanding options. A portion of
the rollover shares and additional capital will be subject to a limited call. On
June 9, 2000, Saratoga issued a press release with respect to the agreement,
which press release is annexed as Exhibit 99.2 hereto and is incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Amended and Restated 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 June 7, 2000.
99.1 Press Release of Saratoga Beverage Group, Inc. dated June 8,
2000.
99.2 Press Release of Saratoga Beverage Group, Inc. dated June 9,
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 13, 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 Amended and Restated 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
June 7, 2000.
99.1 Press Release of Saratoga Beverage Group, Inc. dated June 8, 2000
99.2 Press Release of Saratoga Beverage Group, Inc. dated June 9, 2000
