-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FXIeMVa1/wHBonKqYOYegMpI4w5UndbFsp5yYY8C79EfmjxrhrFVF9N1/1mxkkQ9 eS/9FKJ4yx02fysvw4hCBg== 0000929638-05-000214.txt : 20050916 0000929638-05-000214.hdr.sgml : 20050916 20050916161502 ACCESSION NUMBER: 0000929638-05-000214 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050916 DATE AS OF CHANGE: 20050916 GROUP MEMBERS: HENRY E. BAKER GROUP MEMBERS: JOHN B. BAKER GROUP MEMBERS: PETER K. BAKER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAPAPORT ROSS S CENTRAL INDEX KEY: 0001125996 IRS NUMBER: 066495498 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CRYSTAL ROCK SPRING WATER CO STREET 2: 1050 BUCKINGHAM STREET CITY: WATERTOWN STATE: CT ZIP: 06795 BUSINESS PHONE: 8005250070 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VERMONT PURE HOLDINGS LTD/DE CENTRAL INDEX KEY: 0001123316 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 030366218 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59729 FILM NUMBER: 051089256 BUSINESS ADDRESS: STREET 1: 44 KRUPP DRIVE STREET 2: PO BOX 536 CITY: WILLISTON STATE: VT ZIP: 05495 BUSINESS PHONE: 8028601126 MAIL ADDRESS: STREET 1: 44 KRUPP DRIVE STREET 2: PO BOX 536 CITY: WILLISTON STATE: VT ZIP: 05495 FORMER COMPANY: FORMER CONFORMED NAME: VP MERGER PARENT INC DATE OF NAME CHANGE: 20000905 SC 13D/A 1 vph16sep05.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Amendment No. 2(1) Vermont Pure Holdings, Ltd. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 924237100 (CUSIP Number) Brian Keeler, Esq. Bingham McCutchen LLP 150 Federal Street Boston MA 02110 (617) 951-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 14, 2005 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13(d)-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 9 Pages) - -------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - --------------------------- ---------------------------- CUSIP No. 924237100 13D Page 2 of 9 Pages - --------------------------- ---------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Henry E. Baker John B. Baker Peter K. Baker Ross S. Rapaport, as an individual and in his capacity as trustee of the following trusts: U/T/A dated 12/16/91 F/B/O Joan Baker et al., Peter K. Baker Life Insurance Trust, and John B. Baker Life Insurance Trust (in such capacity, Mr. Rapaport is referred to in this Schedule 13D as the "Trustee"). 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO, PF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION All of the Reporting Persons are citizens of the United States. 7 SOLE VOTING POWER NUMBER OF SHARES Henry E. Baker: 1,065,219 BENEFICIALLY John B. Baker: 2,876,289 OWNED BY Peter K. Baker: 2,871,289 EACH Ross S. Rapaport: 4,000,058 (including REPORTING (1) 3,910,018 Shares held as Trustee, PERSON (2) 12,040 Shares held individually, WITH and (3) 78,000 Shares issuable pursuant to stock options held individually) 8 NONE - --------------------------- ---------------------------- CUSIP No. 924237100 13D Page 3 of 9 Pages - --------------------------- ---------------------------- 9 SOLE DISPOSITIVE POWER Henry E. Baker: 1,065,219 John B. Baker: 2,876,289 Peter K. Baker: 2,871,289 Ross S. Rapaport: 4,000,058 (including (1) 3,910,018 Shares held as Trustee, (2) 12,040 Shares held individually, and (3) 78,000 Shares issuable pursuant to stock options held individually) 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Henry E. Baker: 1,065,219 John B. Baker: 2,876,289 Peter K. Baker: 2,871,289 Ross S. Rapaport: 4,000,058 (including (1) 3,910,018 Shares held as Trustee, (2) 12,040 Shares held individually, and (3) 78,000 Shares issuable pursuant to stock options held individually) 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Henry E. Baker: 4.9% John B. Baker: 13.3% Peter K. Baker: 13.2% Ross S. Rapaport: 18.5% All of the above percentages as to the number of outstanding Shares are based on the Issuer's statement as to the number of outstanding Shares as contained in its Form 10-Q, filed with the Securities and Exchange Commission on September 14, 2005. 14 TYPE OF REPORTING PERSON Henry E. Baker - IN John B. Baker - IN Peter K. Baker - IN Ross S. Rapaport - IN, OO - --------------------------- ---------------------------- CUSIP No. 924237100 13D Page 4 of 9 Pages - --------------------------- ---------------------------- Item 1. Security and Issuer. This Amendment No. 2 to Schedule 13D, which amends and restates the statement on Schedule 13D originally filed on July 13, 2005, on behalf of the Reporting Persons (as defined below), as it has previously been amended and restated by an Amendment No. 1 to Schedule 13D filed on August 23, 2005, relates to shares ("Shares") of common stock, par value $0.001 per share, of Vermont Pure Holdings, Ltd. (the "Issuer"), a Delaware corporation. The address of the Issuer's principal executive offices is P.O. Box 536, 45 Krupp Drive, Williston, Vermont 05495. Item 2. Identity and Background. (a) The names of the persons filing this statement are: Henry E. Baker, John B. Baker, Peter K. Baker, and Ross S. Rapaport, individually and as Trustee (collectively, the "Reporting Persons"). This Amendment No. 1 to Schedule 13D is filed on behalf of all such Reporting Persons. (b) The business address of each of Henry E. Baker, John B. Baker and Peter K. Baker is c/o Vermont Pure Holdings, Ltd., 1050 Buckingham Street, Watertown, Connecticut 06795. The business address of Ross S. Rapaport is c/o Pepe & Hazard LLP, 30 Jelliff Lane, Southport, Connecticut 06890 (c) The Reporting Persons' present principal occupations are: Henry E. Baker: Chairman Emeritus and Director, Vermont Pure Holdings, Ltd., a bottled-water company whose principal address is P.O. Box 536, 45 Krupp Drive, Williston, Vermont 05495 John B. Baker: Executive Vice President and Director, Vermont Pure Holdings, Ltd., a bottled-water company whose principal address is P.O. Box 536, 45 Krupp Drive, Williston, Vermont 05495 Peter K. Baker: President and Director, Vermont Pure Holdings, Ltd., a bottled-water company whose principal address is P.O. Box 536, 45 Krupp Drive, Williston, Vermont 05495 Ross S. Rapaport: Counsel, Pepe & Hazard LLP, a law firm whose principal address is 30 Jelliff Lane, Southport, Connecticut 06890 (d) During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of the Reporting Persons is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and restated to read in its entirety as follows: Each of the Reporting Persons received certain Shares in partial consideration for the transfer to Vermont Pure Holdings, Ltd. of shares of the Common Stock of Crystal Rock Spring Water Company pursuant to the Agreement and Plan of Merger and Contribution, dated as of May 5, 2000, by and among the Reporting Persons, Vermont Pure Holdings, Ltd., and certain others, as amended (the "Merger Agreement"). For the Purposes of the Merger Agreement, such shares were deemed to have a value of $3.15 per share. The number of Shares received by each of the Reporting Persons was as follows: - --------------------------- ---------------------------- CUSIP No. 924237100 13D Page 5 of 9 Pages - --------------------------- ---------------------------- Henry E. Baker: 1,065,219 Shares John B. Baker: 2,871,289 Shares Peter K. Baker: 2,871,289 Shares Ross S. Rapaport: 3,065,218 Shares (as Trustee) Ross S. Rapaport, individually, also acquired at various prices an additional 12,040 Shares through open market purchases and compensatory grants from the Issuer. Ross S. Rapaport, individually, has also received from the Issuer options, exercisable within 60 days of the filing of this Amendment No. 2 to Schedule 13D, to acquire up to an additional 78,000 Shares at prices ranging from $1.80 to $4.98 per Share. On July 29, 2004, John B. Baker acquired 5,000 Shares in open market transactions, using personal funds, at prices from $2.11 to $2.20 per Share. On August 25, 2005, and August 29, 2005, the Trustee acquired 31,000 Shares in open market transactions at prices ranging from $1.84 to $1.90 per Share. On September 14, 2005, the Trustee acquired 788,800 Shares in a privately negotiated transaction at a price of $2.12 per Share. On September 16, 2005, the Trustee acquired 25,000 Shares in a privately negotiated transaction at a price of $2.12 per Share. As described in Item 4 below, the Reporting Persons from time to time may acquire beneficial ownership of additional ownership of Shares in the open market, in privately negotiated transactions, or otherwise. It is expected that the source of funds for any such acquisitions would be from the Reporting Persons' private funds. Item 4. Purpose of Transaction. Item 4 is hereby amended and restated to read in its entirety as follows: The Reporting Persons intend to acquire beneficial ownership of additional Shares in the open market, in privately negotiated transactions, or otherwise, with a view to acquiring beneficial ownership of additional shares such that, collectively, the Reporting Persons would beneficially own a majority of the Issuer's outstanding Shares. If the Reporting Persons obtain beneficial ownership of a majority of the Issuer's outstanding Shares, they intend to request that the Issuer declare itself a "controlled company" under the Corporate Governance Rules of the American Stock Exchange ("Amex"). A controlled company is exempted from certain rules otherwise applicable to companies whose securities are listed on Amex, including (1) the requirement that a the company have a majority of independent directors; (2) the requirement that nominations to the company's board of directors be either selected or recommended by a nominating committee consisting solely of independent directors; (3) the requirement that officers' compensation be either determined or recommended by a compensation committee consisting solely of independent directors; and (4) the requirement that the nominating and compensation committees have written charters. - --------------------------- ---------------------------- CUSIP No. 924237100 13D Page 6 of 9 Pages - --------------------------- ---------------------------- The Reporting Persons also intend to seek to change the current composition of the Issuer's Board of Directors, including by decreasing the number of directors constituting the entire Board of Directors and replacing the current directors other than the Reporting Persons and Phillip Davidowitz. From time to time, the Reporting Persons may consider the feasibility and advisability of various alternative courses of action with respect to their Shares (including as members of a "group" with each other and/or with other beneficial owners of Shares), including without limitation: (i) to hold Shares as a passive investor or as an active investor; (ii) as described above, to acquire beneficial ownership of additional Shares; or to dispose of beneficial ownership of some or all of their Shares; (iii) to take other actions that could involve one or more of the types of transactions, or have one or more of the results, described in Item 4 of Schedule 13D, including without limitation (A) changing the composition of the Issuer's Board of Directors and filling any then existing vacancies on such Board of Directors, and (B) changing the Issuer's charter and bylaws and taking other actions that may facilitate the acquisition of control of the Issuer by the Reporting Persons or another person, or that may impede the acquisition of control of the Issuer by another person; (iv) to facilitate or effect a sale, merger, business combination, going-private transaction, reorganization, recapitalization, or other extraordinary corporate transaction involving the Issuer (including causing the termination of the Issuer's status as a reporting company under federal securities laws and the delisting of its Shares from any securities exchange or inter-dealer quotation system); and (v) to change their intentions with respect to any or all of the matters referred to above. The Reporting Persons' decisions and actions with respect to such possibilities will depend upon a number of factors, including without limitation the actions or inaction of the Issuer with respect to initiating, evaluating, or acting to facilitate or impede potential corporate transactions, market activity with respect to the Issuer's securities, an evaluation of the Issuer and its prospects, market and economic conditions in the Issuer's industry, general market and economic conditions, conditions specifically affecting the Reporting Persons and such other factors as the Reporting Persons may deem relevant. Except as set forth above, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the actions described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated to read in its entirety as follows: (a) and (b) Henry E. Baker is the beneficial owner of 1,065,219 Shares, representing approximately 4.9% of the outstanding Shares. John B. Baker is the beneficial owner of 2,876,289 Shares, representing approximately 13.3% of the outstanding - --------------------------- ---------------------------- CUSIP No. 924237100 13D Page 7 of 9 Pages - --------------------------- ---------------------------- Shares. Peter K. Baker is the beneficial owner of 2,871,289 Shares, representing approximately 13.2% of the outstanding Shares. Each of such Reporting Persons has the sole power to vote and dispose of all such Shares beneficially owed by him. Ross S. Rapaport, individually and as Trustee, is the beneficial owner of 4,000,058 Shares (including (1) 3,910,018 Shares held as Trustee, (2) 12,040 Shares held individually, and (3) 78,000 Shares issuable pursuant to stock options held individually), representing approximately 18.5% of the outstanding Shares. Mr. Rapaport, individually and as Trustee, has the sole power to vote and dispose of all such Shares. All of the above percentages as to the number of outstanding Shares are based on the Issuer's statement as to the number of outstanding Shares as contained in its Form 10-Q, filed with the Securities and Exchange Commission on September 14, 2005. (c) Not applicable. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Henry E. Baker is the father of each of John B. Baker and Peter K. Baker. All three of these individuals are directors of the Issuer. In addition, Henry E. Baker is the Issuer's Chairman Emeritus; Peter K. Baker is the Issuer's President; and John B. Baker is the Issuer's Executive Vice President. Ross S. Rapaport a director of the Issuer. As indicated above, Mr. Rapaport as Trustee is the trustee for certain trusts for the benefit of Joan Baker (who is the wife of Henry E. Baker and the mother of John B. Baker and Peter K. Baker), John B. Baker, and Peter K. Baker, respectively. In connection with its acquisition of Crystal Rock Spring Water Company in October 2000, in addition to other consideration, the Issuer issued to the stockholders of Crystal Rock Spring Water Company, including the Reporting Persons, subordinated 12% promissory notes due 2007 in the original principal amount of $22,600,000. After giving effect to principal repayments to date, the current principal balance owing under the subordinated notes is approximately $14,000,000. The Reporting Persons have engaged Giuliani Capital Advisers LLC as their exclusive financial advisor to advise them in connection with a possible going-private transaction with respect to the Issuer or other transaction involving the acquisition by the Reporting Persons (or a group including them) of all or substantially all of the Issuer's assets or capital stock. Item 7. Material to be Filed as Exhibits. Exhibit 7.1 - Joint Filing Agreement, dated as of July 12, 2005, by and among the Reporting Persons. - --------------------------- ---------------------------- CUSIP No. 924237100 13D Page 8 of 9 Pages - --------------------------- ---------------------------- SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct. September 16, 2005 /s/ Henry E. Baker Henry E. Baker /s/ John B. Baker John B. Baker /s/ Peter K. Baker Peter K. Baker /s/ Ross S. Rapaport Ross S. Rapaport, not in his individual capacity but solely as trustee of each of U/T/A dated 12/16/91 F/B/O Joan Baker et al., Peter K. Baker Life Insurance Trust, and John B. Baker Life Insurance Trust - --------------------------- ---------------------------- CUSIP No. 924237100 13D Page 9 of 9 Pages - --------------------------- ---------------------------- Exhibit 7.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of July 12, 2005, is by and among Henry E. Baker, John B. Baker, Peter K. Baker and Ross S. Rapaport, individually and as trustee of each of U/T/A dated 12/16/91 F/B/O Joan Baker et al., Peter K. Baker Life Insurance Trust, and John B. Baker Life Insurance Trust (collectively, the "Filers"). Each of the undersigned Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D with respect to shares of common stock, par value $0.001 per share, of Vermont Pure Holdings, Ltd., a Delaware corporation, beneficially owned by him from time to time. Pursuant to Rule 13(d)(1) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing Agreement may be terminated by any of the Filers by written notice to the others. Executed and delivered as of the date first above written. /s/ Henry E. Baker Henry E. Baker /s/ John B. Baker John B. Baker /s/ Peter K. Baker Peter K. Baker /s/ Ross S. Rapaport Ross S. Rapaport, individually and as trustee of each of U/T/A dated 12/16/91 F/B/O Joan Baker et al., Peter K. Baker Life Insurance Trust, and John B. Baker Life Insurance Trust -----END PRIVACY-ENHANCED MESSAGE-----