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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 22, 2000
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GEERLINGS & WADE, INC.
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(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 000-24048 04-2935863
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(State or Other Jurisdiction (Commission File Number) (I.R.S.Employer
of Incorporation) Identification No.)
960 Turnpike Street, Canton , MA 02021
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (781) 821-4152
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This is Page 1 of 4 Pages.
Exhibit Index appears on Page 4.
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ITEM 5. OTHER EVENTS
Reference is made to a copy of a news release of Geerlings & Wade, Inc. dated
February 22, 2000 announcing that the Agreement and Plan of Merger dated
September 27, 1999, as amended on December 23, 1999 and January 26, 2000, among
Liquid Holdings Inc., Liquid Acquisition Corp. and Geerlings & Wade has
automatically terminated, pursuant to the terms of the merger agreement, as
amended. 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.
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99.1 News Release dated February 22, 2000 of Geerlings & Wade, Inc.
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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
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Title: President
Date: February 22, 2000
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EXHIBIT INDEX
Exhibit No.
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Description of Exhibits
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99.1 News Release dated February 22, 2000 of Geerlings & Wade, Inc.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE Jay L. Essa
Chief Executive Officer
Geerlings & Wade, Inc.
(781) 821-4152
www.geerwade.com
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GEERLINGS & WADE ANNOUNCES TERMINATION OF MERGER AGREEMENT WITH LIQUID HOLDINGS
INC.
CANTON, Mass., February 22, 2000 -- Geerlings & Wade, Inc. (NASDAQ: GEER)
announced that an agreement to be acquired by Liquid Holdings Inc., a privately
held corporation formed by Ronald S. Haft, has automatically terminated. The
Agreement and Plan of Merger, entered into by the companies in September of
1999, and amended on December 23, 1999 and on January 26, 2000, provided for a
cash merger in which the shares of common stock of Geerlings & Wade outstanding
immediately prior to the merger would be converted into the right to receive $10
per share in cash and all outstanding options would be settled at the same price
per share less the option exercise price.
In accordance with the terms of the merger agreement, the merger agreement has
automatically terminated on February 22, 2000 in the absence of Liquid Holdings
obtaining binding replacement equity commitments by February 21, 2000, in a form
and from financing sources reasonably satisfactory to Geerlings & Wade.
Geerlings & Wade President, Jay Essa, stated, "This has been a long process for
everyone involved in the transaction. We think it's appropriate to take some
time to assess the direction the company will head in from this point on."
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 135,000
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.
