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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 3 TO SCHEDULE 13E-3

Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)


CRUZAN INTERNATIONAL, INC.

(Name of Issuer)


Cruzan International, Inc.
The Absolut Spirits Company, Incorporated
V&S Vin & Sprit AB (publ)
Cruzan Acquisition, Inc.
(Name of Person(s) Filing Statement)

Common Stock, par value $.01 per share
(Title of Class of Securities)

889050100
(CUSIP Number of Class of Securities)

Ezra Shashoua
Chief Financial Officer
Cruzan International, Inc.
222 Lakeview Avenue
Suite 1500
West Palm Beach, Florida 33401
(561) 655-8977
  Lisa Derman
General Counsel
The Absolut Spirits Company, Incorporated
1370 Avenue of the Americas
New York, New York 10019
(212) 641-8700

Mikael Spängberg
Sr. Vice President-Legal Affairs
V&S Vin & Sprit AB (publ)
117 97 Stockholm, Sweden
+46 8 744 70 00

 

Michael Misiorski
President
Cruzan Acquisition, Inc.
1370 Avenue of the Americas
New York, New York 10019
(212) 641-8700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)




This Statement is filed in connection with:

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

ý
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $8,541.89

Form or Registration No.: Schedule 14A

Filing Party: Cruzan International, Inc.

Date Filed: February 8, 2006



Introduction

        This Amendment No. 3 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Amended Statement") is being filed with the Securities and Exchange Commission (the "Commission") by (1) Cruzan International, Inc., a Delaware corporation (the "Company"), the issuer of common stock, par value $.01 ("Company Common Stock"), which is subject to a Rule 13e-3 transaction, (2) The Absolut Spirits Company, Incorporated, a Delaware corporation ("Absolut"), (3) V&S Vin & Sprit AB (publ), an entity existing under the laws of Sweden ("V&S") and (4) Cruzan Acquisition, Inc., a Delaware corporation (collectively, the "Filing Persons"). Pursuant to the Agreement and Plan of Merger, dated as of September 30, 2005 (the "Merger Agreement"), by and among the Company, Absolut and Cruzan Acquisition, Inc., a wholly-owned subsidiary of Absolut, Cruzan Acquisition, Inc. will merge with and into the Company, and the Company will continue as the surviving corporation.

        Concurrently with the filing of this Amended Statement, the Company is filing with the Commission an amendment to a preliminary proxy statement (as amended thereby, the "Proxy Statement") under Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to the special meeting of stockholders of the Company, at which the stockholders of the Company will consider and vote upon, among other things, a proposal to approve the merger and approve and adopt the Merger Agreement. As a result of the merger, holders of Company Common Stock, other than Absolut and holders of Company Common Stock who properly demand appraisal rights, will be entitled to receive $28.37 in cash, without interest, for each share of Company Common Stock. Options to acquire Company Common Stock will be treated as described more fully in the Proxy Statement.

        The merger and the Merger Agreement have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has any such commission passed upon the merits of the merger or the Merger Agreement nor upon the accuracy or adequacy of the information contained in this document. Any representation to the contrary is a criminal offense.

        The cross reference sheet below is being supplied pursuant to General Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement of the information required to be included in response to the items of this Amended Statement. The information set forth in the Proxy Statement, including all schedules, exhibits, appendices and annexes thereto, is hereby expressly incorporated herein by reference and the responses to each item in this Amended Statement are qualified in their entirety by the information contained in the Proxy Statement and the schedules, exhibits, appendices and annexes thereto.

        All information contained in this Amended Statement concerning any of the Filing Persons has been provided by such Filing Person for inclusion herein. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. All capitalized terms used but not defined in this Amended Statement shall have the respective meanings ascribed to them in the Proxy Statement.

        The Proxy Statement will be mailed to the Company's stockholders of record on    •    , 2006 at least 20 days prior to the date of the special meeting of the Company's stockholders.

Item 1. Summary Term Sheet

Regulation M-A
Item 1001

        The information contained in the sections of the Proxy Statement entitled "Summary of the Proxy Statement" and "Questions and Answers about the Merger" is incorporated herein by reference.



Item 2. Subject Company Information

Regulation M-A
Item 1002

Item 3. Identity and Background of Filing Persons

Regulation M-A
Item 1003

        During the last five years, neither the Company, Absolut, V&S nor Cruzan Acquisition, Inc., nor, to the best knowledge of the Company, Absolut, V&S and Cruzan Acquisition, Inc., any of the


executive officers or directors of the Company, Absolut, V&S or Cruzan Acquisition, Inc. has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

Item 4. Terms of Transaction

Regulation M-A
Item 1004


Item 5. Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A
Item 1005

Item 6. Purposes of the Transaction and Plans or Proposals.

Regulation M-A
Item 1006

Item 7. Purposes, Alternatives, Reasons and Effects.

Regulation M-A
Item 1013


Item 8. Fairness of the Transaction

Regulation M-A
Item 1014


Item 9. Reports, Opinions, Appraisals and Certain Negotiations

Regulation M-A
Item 1015

Item 10. Source and Amount of Funds or Other Consideration

Regulation M-A
Item 1007


Item 11. Interest in Securities of the Subject Company

Regulation M-A
Item 1008

Item 12. The Solicitations or Recommendation

Regulation M-A
Item 1012

Item 13. Financial Information

Regulation M-A
Item 1010


Item 14. Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A
Item 1009

Item 15. Additional Items

Regulation M-A
Item 1011

Item 16. Exhibits

Regulation M-A
Item 1016




SIGNATURE

After due inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

  CRUZAN INTERNATIONAL, INC.

 

/s/  
JAY S. MALTBY      
 

 

Jay S. Maltby, President
 

 

CRUZAN ACQUISITION, INC.

 

/s/  
MICHAEL MISIORSKI      
 

 

Michael Misiorski, President
 

 

THE ABSOLUT SPIRITS COMPANY, INCORPORATED

 

/s/  
MICHAEL MISIORSKI      
 

 

Michael Misiorski, Chief Financial Officer
 

 

V&S VIN & SPRIT AB (PUBL)

 

/s/  
BENGT BARON      
 

 

Bengt Baron, President and Chief Executive Officer
 
Date:   February 15, 2006  
   
 



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