<PAGE>
================================================================================
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): January 26, 2000
----------------
GEERLINGS & WADE, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 000-24048 04-2935863
------------- --------- ----------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
960 Turnpike Street, Canton , MA 02021
------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (781) 821-4152
--------------
================================================================================
This is Page 1 of 4 Pages.
Exhibit Index appears on Page 4.
<PAGE>
ITEM 5. OTHER EVENTS
Reference is made to a copy of a news release of Geerlings & Wade, Inc. dated
January 26, 2000 announcing that Geerlings & Wade has entered into a second
Amendment dated as of January 26, 2000 to the Agreement and Plan of Merger dated
September 27, 1999, as amended on December 23, 1999, among Liquid Holdings Inc.,
Liquid Acquisition Corp. and Geerlings & Wade. Such news release is filed as
Exhibit 99.1 to this report and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
---------
99.1 News Release dated January 26, 2000 of Geerlings & Wade, Inc.
-2-
<PAGE>
SIGNATURE
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.
GEERLINGS & WADE, INC.
By: /s/ Jay Essa
-----------------------
Name: Jay Essa
Title: President
Date: January 27, 2000
-3-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibits
- ----------- -----------------------
99.1 News Release dated January 26, 2000 of Geerlings & Wade, Inc.
-4-
<PAGE>
EXHIBIT 99.1
PRESS RELEASE CONTACT: Jay L. Essa (781) 821-4152
Geerlings & Wade Announces Second Amendment to Merger Agreement
CANTON, Mass., January 26, 2000/ -- Geerlings & Wade, Inc. (NASDAQ: GEER)
announced that it and Liquid Holdings Inc., a privately held corporation formed
by Ronald S. Haft, have agreed to a second amendment to the Agreement and Plan
of Merger between the companies which, among other things, grants Liquid
Holdings a time extension to obtain additional financing for the merger.
The Agreement and Plan of Merger, entered into by the parties on September 27,
1999 and first amended on December 23, 1999, provides for a cash merger in which
the shares of common stock of Geerlings & Wade outstanding immediately prior to
the merger will be converted into the right to receive $10 per share in cash and
all outstanding options will be settled at the same price per share less the
option exercise price.
On December 23, 1999, Geerlings & Wade and Liquid Holdings Inc. agreed to the
first amendment to the Agreement and Plan of Merger between the companies that
gave Liquid Holdings until January 29, 2000 to obtain equity financing
commitments reasonably acceptable to Geerlings & Wade to replace a financing
commitment terminated in early December of 1999. Under the first amendment,
both parties individually were given the right to terminate the merger agreement
if the replacement financing commitments were not obtained by January 28, 2000.
A potential investor has informed the board of directors of Geerlings & Wade
that one of its affiliates is in discussions with Liquid Holdings regarding
possible participation in the financing of the transaction, but that they need
additional time to conduct due diligence and to prepare any documentation in
connection with their possible participation. This second amendment gives
Liquid Holdings an extension until February 21, 2000 to obtain equity financing
commitments in a form and from sources (including such potential investor)
acceptable to Geerlings & Wade, Inc.
As in the first amendment, Liquid Holdings has again agreed to use commercially
reasonable efforts to obtain new financing commitments and has stated that,
apart from obtaining the financing and the required regulatory approvals, it has
no actual knowledge of anything that would permit it to terminate the agreement
at the present time. Under the terms of the second amendment, if financing
commitments reasonably acceptable to Geerlings & Wade (including a commitment
from the identified potential financing source to act as lead investor) are not
obtained by February 21, 2000, the merger agreement will automatically terminate
on February 22, 2000. If the financing commitments are obtained by February 21,
2000, the parties will have until March 21, 2000, or, under certain
circumstances, April 21, 2000, to complete the transaction.
Although a potential financing source has indicated an interest in providing
financing for the transaction, any such financing is subject to completion of
diligence review and negotiation and preparation of definitive documentation
with respect to such financing. Accordingly, there is no assurance that
financing for the transaction will be arranged.
-1-
<PAGE>
The closing for the transaction remains subject to a number of other conditions,
such as obtaining approval of the transaction from various state and local
alcoholic beverage licensing authorities. Subject to certain requirements,
Liquid Holdings may defer Geerlings & Wade's right to terminate the merger
agreement until April 21, 2000 to gain required regulatory approvals, as
provided for in the second amendment. The transaction is expected to close in
the first quarter of 2000, subject to the satisfaction of closing conditions.
About Geerlings & Wade
Geerlings & Wade, Inc. founded in 1986, is America's leading direct marketer of
fine wine and wine accessories with retail locations in 15 states, home and
office delivery to 29 states, and a devoted following of more than 145,000
regular customers and wine club members. The Canton, Mass.-based company has
developed a unique, streamlined purchasing system that allows it to source wines
directly from the world's greatest wineries. Geerlings & Wade has cultivated
relationships with hundreds of renowned wineries and negotiants in France,
Italy, Australia, Chile and California. Consumers can contact Geerlings & Wade
at 1-800-782-9463 or on the World Wide Web at www.geerwade.com.
-2-
