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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 21, 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 jurisdiction (Commission File (IRS Employer
of incorporation) 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 1. CHANGES IN CONTROL OF REGISTRANT.
On June 21, 2000, a change in control of Saratoga Beverage Group, Inc.
("Saratoga") occurred in accordance with the terms of a Stock Purchase Agreement
and Agreement and Plan of Merger, dated as of January 5, 2000, by and among
Saratoga, NCP-SBG, L.P. and NCP-SBG Recapitalization Corp., 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 "Agreement").
Pursuant to the Agreement, each share of common stock of Saratoga issued and
outstanding, other than (i) shares held by Saratoga as treasury stock, (ii)
700,000 shares (the "Rollover Stock") held by Robin Prever Malatino,
Steven Bogen, Warren Lichtenstein, Steel Partners II, L.P., Anthony Malatino and
certain other stockholders (the "Continuing Stockholders") and (iii) shares as
to which dissenters' rights have been validly exercised, were 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
Saratoga.
On June 21, 2000, NCP-SBG Recapitalization Corp., merged with and into
Saratoga (the "Merger"), with Saratoga being the surviving corporation (the
"Surviving Corporation").
Immediately following the Merger, NCP-MHZ, L.P., as assignee of
NCP-SBG, L.P., ("North Castle") held approximately 90% of the common stock of
the Surviving Corporation and the Continuing Stockholders held approximately 10%
of the common stock of the Surviving Corporation.
Pursuant to the terms of a Stockholders Agreement dated as of January
5, 2000, by and among Robin Prever Malatino, Steven Bogen, Anthony Malatino,
Steel Partners II, L.P., Warren Lichtenstein, Pershing Securities Limited, Jurg
Walker and North Castle, the parties agreed that the board of the Surviving
Corporation will consist of seven members, of which four members will be
nominated by North Castle, and three members will be nominated by Robin Prever
Malatino so long as she is the Chief Executive Officer of the Surviving
Corporation. If Ms. Prever Malatino is no longer the Chief Executive Officer,
then the Continuing Stockholders may nominate one director, so long as they
collectively own 5% or more of the outstanding common stock. The chairperson of
the board shall be designated by North Castle from among the directors of
Saratoga. In addition, the above mentioned parties also agreed to certain
restrictions on transfer and other rights with respect to their shares in the
Surviving Corporation in the Merger.
The Continuing Stockholders and Saratoga entered into the following
agreements as of June 9, 2000 relating to the Continuing Stockholders' equity in
the post-merger entity:
(i) Steven Bogen, Anthony Malatino, Steel Partners II, L.P., Warren
Lichtenstein and Robin Prever Malatino entered into Earnout Agreements
pursuant to which they each agreed that, upon the occurrence of
certain events, the Surviving Corporation shall purchase from the
above persons or entities, and they shall sell to the Surviving
Corporation, callable shares (defined for each Continuing Shareholder
as a definite number of shares in the Surviving
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Corporation) owned by them at a per share price of $0.01. Certain of
the Continuing Shareholders also agreed to purchase additional shares
of common stock in the Surviving Corporation for a purchase price of
$6.00 per share, which shares are also subject to the call provisions
of the respective Earnout Agreements.
(ii) Robin Prever Malatino, John Morabito, Jeffrey Heavirland, Adam Madkour
and Marc Craen (the "Optionholders") entered into Optionholder Earnout
Agreements pursuant to which, at the closing, certain of their current
stock options to purchase shares of common stock of the Surviving
Corporation were not canceled and instead were rolled over into
options to purchase new shares in the Surviving Corporation. Such
options and common stock purchasable upon exercise of such options are
subject to the call provisions of the Optionholder Earnout Agreements.
The total amount of cash required to consummate the transactions
contemplated by the Agreement, including payment of related fees and expenses,
was approximately $42.7 million. The Merger was financed from a combination of:
(i) Borrowings of approximately $17.3 million by the Surviving Corporation
under senior credit facilities provided by Bank of America, N.A.;
(ii) Financing from the Continuing Shareholders and Optionholders in an
amount approximately equal to $6.0 million; and
(iii) An equity investment of approximately $19.4 million by North Castle in
the Surviving Corporation, plus additional amounts to be used by the
Surviving Corporation for general corporate purposes.
The senior credit facilities provided by Bank of America, N.A. include
amounts borrowed by certain affiliates of the Surviving Corporation to finance
the Purchaser's investment in the fresh juice industry generally and total
approximately $40.0 million. Accordingly, amounts borrowed under the credit
facilities are secured by a first priority pledge of and security interest in
all of the assets of the Surviving Corporation, the shares of the Surviving
Corporation, as well as a first priority pledge of and security interest in all
of the assets of such affiliates of the Surviving Corporation and the shares of
such affiliates.
On June 21, 2000, North Castle and the Surviving Corporation issued a
joint press release with respect to the closing of the Merger, which press
release is annexed as Exhibit 99.1 hereto and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Joint Press Release dated June 21, 2000.
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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: July 6, 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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99.1 Joint Press Release dated June 21, 2000
