SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
SARATOGA BEVERAGE GROUP, INC.
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
803436104
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(CUSIP Number)
March 28, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
CUSIP No. 803436104 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Newcastle Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALL 6 SHARED VOTING POWER
Y 318,320**
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 8 SHARED DISPOSITIVE POWER
318,320**
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
318,320**
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%**
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**BUT SEE ITEM 4.
CUSIP No. 803436104 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Mark E. Schwarz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALL 6 SHARED VOTING POWER
Y 318,320**
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 8 SHARED DISPOSITIVE POWER
318,320**
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
318,320**
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%**
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**BUT SEE ITEM 4.
SCHEDULE 13G
This Schedule 13G relating to the common stock of Saratoga
Beverage Group, Inc., a Delaware corporation, is being filed with the
Securities and Exchange by Newcastle Partners, L.P. and its general
partner, Mark E. Schwarz.
Item 1(a) Name of Issuer.
Saratoga Beverage Group, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices.
1000 American Superior Blvd.
Winter Haven, Florida 33884
Item 2(a) Name of Person Filing.
Newcastle Partners, L.P. ("Newcastle") and Mark E. Schwarz, the
sole general partner of Newcastle.
Item 2(b) Address of Principal Business Office, or, if none, Residence.
4514 Cole Avenue, Suite 600
Dallas, Texas 75205
Item 2(c) Citizenship or Place of Organization.
Newcastle Partners, L.P. ("Newcastle") is a limited partnership
organized under the laws of the State of Texas. Mark E. Schwarz is the sole
general partner of Newcastle and is a United States citizen.
Item 2(d) Title of Class of Securities.
Class A Common Stock, par value $.01 per share (the "Class A
Common Stock").
Item 2(e) CUSIP Number.
803436104
Item 3 Reporting Person.
Inapplicable.
Item 4 Ownership.
(a) Newcastle and Mark E. Schwarz are the beneficial owners
of 318,320 shares of Common Stock.
(b) Newcastle and Mark E. Schwarz are the beneficial owners
of 6.3% of the outstanding shares of Common Stock.
(c) Newcastle has the sole power to vote and dispose of the
318,320 shares of Common Stock beneficially owned by it. As the sole
general partner of Newcastle, Mark E. Schwarz may direct the vote and
disposition of the 318,320 shares of Common Stock owned by Newcastle.
Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security
Being Reported On by the Parent Holding Company.
Inapplicable.
Item 8 Identification and Classification of Members of the Group.
Inapplicable.
Item 9 Notice of Dissolution of Group.
Inapplicable.
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
Exhibits Exhibit 1
Joint Filing Agreement dated April 5, 2000 between Newcastle and
Mark E. Schwarz.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: April 5, 2000
NEWCASTLE PARTNERS, L.P.
By: /s/ Mark E. Schwarz
--------------------------
Mark E. Schwarz
General Partner
/s/ Mark E. Schwarz
-------------------------------
Mark E. Schwarz
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned agree to the joint filing on
behalf of each of them of a Statement on Schedule 13G (including any and
all amendments thereto) with respect to the Class A Common Stock, par value
$.01 per share, of Saratoga Beverage Group, Inc., and further agree that
this Joint Filing Agreement shall be included as an Exhibit to such joint
filings.
The undersigned further agree that each party hereto is
responsible for the timely filing of such Statement on Schedule 13G and any
amendments thereto, and for the accuracy and completeness of the
information concerning such party contained therein; provided, however,
that no party is responsible for the accuracy or completeness of the
information concerning any other party, unless such party knows or has
reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with
the same effect as if the signature on each counterpart were upon the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of April 5, 2000.
NEWCASTLE PARTNERS, L.P.
By: /s/ Mark E. Schwarz
--------------------------
Mark E. Schwarz
General Partner
/s/ Mark E. Schwarz
-------------------------------
Mark E. Schwarz
