As filed with the Securities and Exchange Commission on November 24, 1999August 19, 2004
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------333-110718
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
DELAWARE CANANDAIGUA----------------------------------------
Delaware CONSTELLATION BRANDS, INC. 16-0716709
AND ITS SUBSIDIARY GUARANTORS
NEW YORK BATAVIA WINE CELLARS, INC. 16-1222994
NEW YORK CANANDAIGUA WINE COMPANY, INC.GUARANTORS:
New York Canandaigua Wine Company, Inc. 16-1462887
NEW YORK CANANDAIGUA EUROPE LIMITEDNew York Constellation International Holdings Limited 16-1195581
NEW YORK ROBERTS TRADING CORP.New York Roberts Trading Corp. 16-0865491
NEW YORK POLYPHENOLICS, INC. 16-1546354
ENGLAND AND WALES CANANDAIGUA LIMITEDEngland and Wales Canandaigua Limited 98-0198402
NETHERLANDS CANANDAIGUAThe Netherlands Canandaigua B.V. 98-0205132
CALIFORNIA SIMI WINERY, INC. 94-2244918
NEW YORK SCV-EPI VINEYARDS, INC. 16-1568478
DELAWARE FRANCISCAN VINEYARDS, INC.Australia CBI Australia Holdings Pty Limited 98-0392676
Australia Constellation Australia Pty Limited 98-0392675
Delaware Franciscan Vineyards, Inc. 94-2602962
CALIFORNIA ALLBERRY, INC.California Allberry, Inc. 68-0324763
CALIFORNIA CLOUD PEAK CORPORATIONCalifornia Cloud Peak Corporation 68-0324762
CALIFORNIACalifornia M.J. LEWIS CORP.Lewis Corp. 94-3065450
CALIFORNIA MT. VEEDER CORPORATIONCalifornia Mt. Veeder Corporation 94-2862667
DELAWARE BARTON INCORPORATEDDelaware Barton Incorporated 36-3500366
DELAWARE BARTON BRANDS, LTD.Delaware Barton Brands, Ltd. 36-3185921
MARYLAND BARTON BEERS, LTD.Maryland Barton Beers, Ltd. 36-2855879
CONNECTICUT BARTON BRANDS OF CALIFORNIA, INC.Connecticut Barton Brands of California, Inc. 06-1048198
GEORGIA BARTON BRANDS OF GEORGIA, INC.Georgia Barton Brands of Georgia, Inc. 58-1215938
NEW YORK BARTON DISTILLERS IMPORT CORP.New York Barton Distillers Import Corp. 13-1794441
DELAWARE BARTON FINANCIAL CORPORATIONDelaware Barton Financial Corporation 51-0311795
ILLINOIS BARTON CANADA, LTD.Illinois Barton Canada, Ltd. 36-4283446
WISCONSIN STEVENS POINT BEVERAGE CO.Wisconsin Barton Beers of Wisconsin, Ltd. 39-0638900
ILLINOIS MONARCH IMPORT COMPANYIllinois Monarch Import Company 36-3539106
GEORGIA THE VIKING DISTILLERY, INC. 58-2183528
- ------- --------------------------- ----------Delaware BRL Hardy Investments (USA) Inc. 43-1994419
Delaware BRL Hardy (USA) Inc. 54-1700788
New York Pacific Wine Partners LLC 16-1606879
New Zealand Nobilo Holdings 98-0423441
New York Constellation Trading Company, Inc. 77-0644374
(State or other (Exact name of registrant (I.R.S. Employer
jurisdiction of as specified (I.R.S.
jurisdiction of in its charter) EmployerIdentification No.)
incorporation or
Identification
organization)
No.)370 Woodcliff Drive, Suite 300
WILLOWBROOK OFFICE PARK
FAIRPORT, NEW YORKFairport, New York 14450
(716) 218-2169585-218-3600
(Address, including zip code, and telephone number, including
area code, of registrants' principal executive offices)
ROBERT SANDS, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
CANANDAIGUA BRANDS, INC.Thomas J. Mullin, Esq.
Executive Vice President and General Counsel
Constellation Brands, Inc.
370 Woodcliff Drive, Suite 300
WILLOWBROOK OFFICE PARK
FAIRPORT, NEW YORKFairport, New York 14450
(716) 218-2169585-218-3650
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
BERNARDCopy to:
Bernard S. KRAMER, ESQ.
MCDERMOTT, WILLKramer, Esq.
McDermott Will & EMERYEmery LLP
227 WEST MONROE STREET
CHICAGO, ILLINOISWest Monroe Street
Chicago, Illinois 60606-5096
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE
TO THE PUBLIC:Approximate date of commencement of proposed sale of securities to the
public: From time to time after the effective date of this Registration Statement becomes effective.
---------------------------registration
statement as determined by the Registrant.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /__/_
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/X
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /__/_
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. /__/_
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /X/
-------------------------
Pursuant_
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The registrant hereby amends this registration statement on such date or dates
as may be necessary to Rule 429 underdelay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933,or until this registration statement shall become effective on
such date as the Prospectus
includedCommission, acting pursuant to section 8(a), may determine.
The information in this Registration Statement relatesprospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to $300,000,000 ofsell these securities previously registered pursuantand is not soliciting an offer to Form S-3 (Registration No. 333-67037)buy these securities
in any state where the offer or sale is not permitted.
Subject to completion, dated , as to
which this Registration Statement constitutes a Post-Effective Amendment. This
Registration Statement is being filed for the purpose of adding certain
subsidiaries of Canandaigua2004.
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PROSPECTUS
[LOGO]
$750,000,000
Constellation Brands, Inc.
as additional registrants hereunder.
The filing fee for the foregoing securities has been previously paid.
-------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILEDebt Securities, Preferred Stock, Depositary Shares Representing
Preferred Stock and Class A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
-------------------------
================================================================================
SUBJECT TO COMPLETION, DATED NOVEMBER 24, 1999
PROSPECTUS
$300,000,000
CANANDAIGUA BRANDS, INC.
DEBT SECURITIES, PREFERRED STOCK AND CLASS A COMMON STOCK
-------------------------Common Stock
--------------------------
We may sell from time to time for proceeds of up to $300,000,000:$750,000,000 in the
aggregate of:
o our debt securities;
o shares of our Preferred Stock,preferred stock, which may be represented by
depositary shares;
o shares of our Class A Common Stock;common stock; or
o any combination of the foregoing.
The debt securities may be guaranteed by our subsidiaries identified in
this prospectus.
We will provide specific terms of the securities which we may offer in
supplements to this prospectus. You should read this prospectus and any
prospectus supplement carefully before you invest. Securities may be sold for
U.S. dollars, foreign currency or currency units.
Our Class A Common Stockcommon stock is listed on the New York Stock Exchange under
the symbol "CDB""STZ".
SEE "RISK FACTORS" BEGINNING ON PAGE 1 FOR A DISCUSSION OF CERTAIN
FACTORS THAT YOU SHOULD CONSIDER BEFORE PURCHASING ANY SECURITIES.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is __________, 1999.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED., 2004.
TABLE OF CONTENTS
SECTION PAGE
About this Prospectus..................................... i
Where You Can Find More Information....................... ii
Special Note Regarding Forward-Looking
Statements............................................ ii
Canandaigua Brands, Inc................................... 1
The Guarantors............................................ 1
Risk Factors.............................................. 1
Use of Proceeds........................................... 4
Dividend Policy........................................... 4
Ratio of Earnings to Fixed Charges........................ 4
Description of Debt Securities............................ 5
Description of Preferred Stock............................ 9
Description of Depositary Shares.......................... 10
Description of Class A Common Stock....................... 13
Plan of Distribution...................................... 14
Legal Opinions............................................ 16
Experts................................................... 16
--------------------Page
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ABOUT THIS PROSPECTUS.........................................................ii
WHERE YOU CAN FIND MORE INFORMATION...........................................ii
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS.............................iii
CONSTELLATION BRANDS, INC......................................................1
THE GUARANTORS.................................................................1
RISK FACTORS ..................................................................1
USE OF PROCEEDS................................................................5
DIVIDEND POLICY................................................................5
RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS........................................5
DESCRIPTION OF DEBT SECURITIES.................................................6
DESCRIPTION OF PREFERRED STOCK................................................11
DESCRIPTION OF DEPOSITARY SHARES..............................................12
DESCRIPTION OF COMMON STOCK...................................................15
PLAN OF DISTRIBUTION..........................................................17
LEGAL OPINIONS................................................................18
EXPERTS ......................................................................18
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we
filed with the SECSecurities and Exchange Commission using a "shelf" registration
process. Under this process, we may sell any combination of the securities
described in this prospectus in one or more offerings up to a total dollar
amount of $300,000,000.$750,000,000. This prospectus provides you with a general description
of the securities we may offer. Each time we offer to sell securities, we will
provide a supplement to this prospectus that will contain specific information
about the terms of that offering. The prospectus supplement may also add,
update, or change information contained in this prospectus. You should read both
this prospectus and any prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information",Information,"
below.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy reports, statements or
other information at the SEC's public reference rooms inroom at 450 Fifth Street, N.W.,
Washington, D.C., New
York, New York or Chicago, Illinois. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
the public from commercial document retrieval services and at the web
sitewebsite
maintained by the SEC at "http://www.sec.gov", and at our own web site at
"http://www.cbrands.com".www.sec.gov."
As noted above, we have filed with the SEC a registration statement on
Form S-3 to register the securities. This prospectus is part of that
registration statement and, as permitted by the SEC's rules, does not contain
all the information set forth in the registration statement. For further
information you may refer to the registration statement and to the exhibits and
schedules filed as part of the registration statement. You can review and copy
the registration statement and its exhibits and schedules at the public
reference facilities maintained by the SEC as described above. The registration
statement, including its exhibits and schedules, is also available on the SEC's
web
site.website.
The SEC allows us to "incorporate by reference" the information we file
or furnish with it, which means that we can disclose important information to
you by referring you to certain of those documents. The information incorporated
by reference is considered to be part of this prospectus, and the information
that we file with the SEC laterafter the date of this prospectus will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, until we sell all of
the securities:
o Annual Report on Form 10-K for the fiscal year ended February 28,
1999;29,
2004;
ii
o Quarterly ReportsReport on Form 10-Q for the quarterly periodsquarter ended May 31, 1999 and August 31, 1999; and2004;
o Current ReportsReport on Form 8-K filed on March 3, 1999, April 13,
1999, April 15, 1999, April 23, 1999, April 26, 1999, June 9,
1999, June 21, 1999, June 23, 1999, August 4, 1999, September 27,
199919, 2004; and
October 13, 1999,o the description of our Class A common stock, par value $.01 per
share, and Class B common stock, par value $.01 per share,
contained in Item 1 of our registration statement on Form 8-K/A8-A
filed on June 25,
1999 and November 23,October 4, 1999.
You may request a copy of these filings, except exhibits to such
documents unless those exhibits are specifically incorporated by reference into
this prospectus, at no cost, by writing or telephoning us at: CanandaiguaConstellation
Brands, Inc., Attention: David S. Sorce, Secretary, 370 Woodcliff Drive, Suite
300, WillowBrook Office Park, Fairport, New York 14450; telephone number (716) 218-2169.
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED
ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT OR ADDITIONAL INFORMATION. YOU SHOULD
NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE
AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain of the matters discussed in this prospectus or in585-218-3600.
You should rely only on the information incorporated by reference may constitute forward-looking statementsor
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different or additional information. You should
not assume that the information in this prospectus or any prospectus supplement
is accurate as of any date other than the date on the front of those documents.
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements" within the
meaning of Section 27A of the Private Securities Litigation Reform Act of 1995. Such1933 and Section 21E of the
Securities Exchange Act. These forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond our control, that
could cause actual results to differ materially from those set forth in, or
implied by, our forward-looking statements. All statements other than statements
of historical facts included in this prospectus regarding our business strategy,
future operations, financial position, estimated revenues, projected costs,
prospects, plans and objectives of management, as well as information may involve knownconcerning
expected actions of third parties, are forward-looking statements. When used in
this prospectus, the words "anticipate," "intend," "estimate," "expect,"
"project" and unknown risks, uncertainties and othersimilar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such identifying
words. All forward-looking statements speak only as of the date of this
prospectus. We do not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to be correct. Important factors that maycould cause our
actual results performanceto differ materially from our expectations, or achievements"cautionary
statements," are disclosed under "Risk Factors" and elsewhere in this
prospectus. The cautionary statements qualify all forward-looking statements
attributable to be materially
different from any future results, performanceus or achievements expressed or
implied by such forward-looking statements.persons acting on our behalf.
iii
CANANDAIGUACONSTELLATION BRANDS, INC.
Constellation Brands, Inc. is a leading international producer and
marketer of beverage alcohol brands with a broad portfolio across the wine,
spirits and imported beer categories. We have the largest wine business in the
world and are the largest multi-category supplier of beverage alcohol in the
United States; a leading producer and marketer of branded beverage alcohol
products in the United States and the United Kingdom. We market and sell over
175 national and regional branded products to more than 1,000 wholesale
distributors in the United States. We also distribute our own branded products
and those of other companies to more than 16,000 customers in the United
Kingdom. In the United States, we are the second largest importer of beer, the
second largest supplierexporter of wine from Australia and the fourth largest supplier of distilled
spirits. We areNew
Zealand; and both a leading Britishmajor producer of cider, wine and bottled water and
a leading beverage alcoholindependent drinks wholesaler in the
United Kingdom. We operate more
than 20 production facilities throughoutOur strong market positions increase our purchasing power and
make us a supplier of choice to our customers.
With our broad product portfolio, we believe we are distinctly
positioned to satisfy an array of consumer preferences across all beverage
alcohol categories and price points. Many of our products are recognized leaders
in their respective categories. Leading brands in our portfolio include Corona
Extra, Modelo Especial, Pacifico, St. Pauli Girl, Franciscan Oakville Estate,
Simi, Estancia, Ravenswood, Blackstone, Banrock Station, Hardys, Nobilo,
Houghton, Leasingham, Almaden, Inglenook, Arbor Mist, Vendange, Alice White,
Stowells, Black Velvet, Fleischmann's, Schenley, Ten High and Blackthorn.
Since our founding in 1945 as a producer and marketer of wine products,
we have grown through a combination of internal growth and acquisitions. Our
internal growth has been driven by leveraging our existing portfolio of leading
brands, developing new products, new packaging and line extensions, and focusing
on the world and purchase products for
resale from other producers.
The Company is a Delaware corporation incorporated on December 4, 1972
asfaster growing sectors of the successor to a business founded in 1945. Our executive offices are
located at 300 WillowBrook Office Park, Fairport, New York 14450, and our
telephone number is (716) 218-2169.beverage alcohol industry.
THE GUARANTORS
The guarantors are ourof the debt securities may include the following
subsidiaries:companies, each of which is a direct or indirect subsidiary of Constellation
Brands, Inc.: Allberry, Inc., Barton Beers, Ltd., Barton Beers of Wisconsin,
Ltd., Barton Brands of California, Inc., Barton Brands of Georgia, Inc., Barton
Brands, Ltd., Barton Canada, Ltd., Barton Distillers Import Corp., Barton
Financial Corporation, Barton Incorporated, Batavia Wine Cellars,BRL Hardy Investments (USA) Inc.,
BRL Hardy (USA) Inc., Canandaigua B.V., Canandaigua Europe Limited, Canandaigua Limited, Canandaigua Wine
Company, Inc., CBI Australia Holdings Pty Limited, Cloud Peak Corporation,
Constellation Australia Pty Limited, Constellation International Holdings
Limited, Constellation Trading Company, Inc., Franciscan Vineyards, Inc., M.J.
Lewis Corp., Monarch Import Company, Mt. Veeder Corporation, Polyphenolics,
Inc.,Nobilo Holdings,
Pacific Wine Partners LLC and Roberts Trading Corp., SCV-EPI Vineyards, Inc., Simi Winery, Inc., Stevens
Point Beverage Co., and The Viking Distillery, Inc. We directly or indirectly
own all of the stock of the guarantors.
If so provided in a prospectus supplement, each of the guarantors will
fully and unconditionally guarantee on a joint and several basis our obligations
under the debt securities, subject to certain limitations.
RISK FACTORS
BEFORE YOU BUY ANY SECURITIES OFFERED BY THIS PROSPECTUS OR A
PROSPECTUS SUPPLEMENT, YOU SHOULD BE AWARE THAT THERE ARE VARIOUS RISKS,
INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CONSIDER CAREFULLY THESE RISK
FACTORS, TOGETHER WITH ALL OF THE OTHER INFORMATION IN THIS PROSPECTUS, ANY
PROSPECTUS SUPPLEMENT AND THE DOCUMENTS THAT ARE INCORPORATED BY REFERENCE
BEFORE YOU DECIDE TO ACQUIRE ANY SECURITIES.
OUR INDEBTEDNESS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL HEALTHHEALTH.
We have incurred substantial indebtedness to finance our acquisitions
and we may incur substantial additional indebtedness in the future to finance
further acquisitions.acquisitions or for other purposes. Our ability to satisfy our financialdebt
obligations under our
indebtedness outstanding from time to time will depend upon our future operating
performance, which is subject to prevailing economic conditions, levels of
interest rates and financial, business and other factors, many of which are
beyond our control. Therefore, there can be no assurance that our cash flow from
operations will be sufficient to meet all of our debt service requirements and
to fund our capital expenditure requirements.
Our current and future debt service obligations and covenants could
have important consequences to you if you purchase the securities offered by
this prospectus. Such obligations and covenantsThese consequences include, or may include, the following:
o Ourour ability to obtain financing for future working capital needs
or acquisitions or other purposes may be limited;
o Aa significant portion of our cash flow from operations will be
dedicated to the payment of principal and interest on our
indebtedness and dividends on our Series A mandatory convertible
preferred stock, thereby reducing funds available for operations;
operations,
expansion or distributions;
o We are subject to restrictive covenants that could limit our ability to conduct our business;business could be limited by
restrictive covenants; and
o Wewe may be more vulnerable to adverse economic conditions than our
less leveraged competitors and, thus, may be limited in our
ability to withstand competitive pressures.
The restrictive covenants includedand provisions in our banksenior credit facility
and ourthe indentures under which our debt securities arehave been issued include,
among others, those restricting additional liens, additional borrowing, the sale
of assets, changes of control, the payment of dividends, transactions with
affiliates, the making of investments and certain other fundamental changes. The bankOur
senior credit facility also contains restrictions on acquisitions and certain
financial ratio tests including a debt coverage ratio, a senior debt coverage
ratio, a fixed chargecharges ratio and an interest coverage ratio. These restrictions
could limit our ability to conduct business. A failure to comply with the
obligations contained in the bankour senior credit facility, and our existing indentures or
other loan agreements, or indentures or loan agreements entered into in the
future could result in an event of default under such agreements, which could
require us to immediately repay the related debt and also debt under other
agreements that may contain cross-acceleration or cross-default provisions.
OUR ACQUISITION STRATEGYAND JOINT VENTURE STRATEGIES MAY NOT BE SUCCESSFULSUCCESSFUL.
We have recently made a number of acquisitions, including our acquisition in
2003 of BRL Hardy Limited, now known as Hardy Wine Company Limited, or Hardy,
and anticipate that we may, from time to time, acquire additional businesses,
assets or securities of companies whichthat we believe would provide a strategic fit
with our business. Any
other acquired businessWe have also entered into joint ventures and may enter into
additional joint ventures. Acquired businesses will need to be integrated with
our existing operations. There can be no assurance that we will effectively
assimilate the business or product offerings of acquired companies into our
business or product offerings.
Any acquisitionsAcquisitions are also will be accompanied by risks such as potential exposure
to unknown liabilities of acquired companies and the possible loss of key
employees and customers of the acquired business. Acquisitions are subject to
risks associated with the difficulty and expense of integrating the operations
and personnel of the acquired companies, the potential disruption to our
business and the diversion of management time and attention,attention.
We share control of existing joint ventures and may not have majority
interest or control of future joint ventures, and, therefore, there is the impairment of relationshipsrisk
that our joint venture partners may at any time have economic, business or legal
interests or goals that are inconsistent with and the possible loss of key
employees and customersour interests or goals or those of
the acquired business, the incurrence of amortization
expenses if any acquisitionjoint venture. There is accounted for asalso risk that our joint venture partners may be
unable to meet their economic or other obligations and that we may be required
to fulfill those obligations alone.
Failure by us or an entity in which we have a purchase. Our failurejoint venture interest to
adequately manage the risks associated with any acquisitions or joint ventures
could have a material adverse effect on our financial condition or results of
operations. There can be no assurance that any of our acquisitions or joint
ventures will be profitable.
COMPETITION COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.
We are in a highly competitive industry and the dollar amount and unit
volume of our sales could be negatively affected by our inability to maintain or
increase prices, changes in geographic or product mix, a general decline in
beverage alcohol consumption or the decision of our wholesale customers,
retailers or consumers to
2
purchase competitive products instead of our products. Wholesaler, retailer and
consumer purchasing decisions are influenced by, among other things, the
perceived absolute or relative overall value of our products, including their
quality and pricing, compared to competitive products. Unit volume and dollar
sales could also be affected by pricing, purchasing, financing, operational,
advertising or promotional decisions made by wholesalers, state and provincial
agencies, and retailers which could affect their supply of, or consumer demand
for, our products. We could also experience higher than expected selling,
general and administrative expenses if we find it necessary to increase the
number of our personnel or our advertising or promotional expenditures to
maintain our competitive position or for other reasons.
AN INCREASE IN EXCISE TAXES OR GOVERNMENT REGULATIONS COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS.
In the United States, the United Kingdom, Australia and other countries
in which we operate, we are subject to excise and other taxes on beverage
alcohol products in varying amounts which have been subject to change.
Significant increases in excise or other taxes on beverage alcohol products
could materially and adversely affect our financial condition or results of
operations. Recently, many states have considered proposals to increase, and
some of these states have increased, state alcohol excise taxes. In addition,
the beverage alcohol products industry is subject to extensive regulation by
federal, state, local and foreign governmental agencies concerning such matters
as licensing, trade and pricing practices, permitted and required labeling,
advertising and relations with wholesalers and retailers. Certain federal and
state regulations also require warning labels and signage. New or revised
regulations or increased licensing fees, requirements or taxes could also have a
material adverse effect on our financial condition or results of operations.
WE RELY ON THE PERFORMANCE OF WHOLESALE DISTRIBUTORS, MAJOR RETAILERS AND CHAINS
FOR THE SUCCESS OF OUR BUSINESS.
In the United States, we sell our products principally to wholesalers
for resale to retail outlets including grocery stores, package liquor stores,
club and discount stores and restaurants. In the United Kingdom and Australia,
we sell our products principally to wholesalers and directly to major retailers
and chains. The replacement or poor performance of our major wholesalers,
retailers or chains or our inability to collect accounts receivable from our
major wholesalers, retailers or chains could materially and adversely affect our
results of operations and financial condition. Distribution channels for
beverage alcohol products have been consolidating in recent years. In addition,
wholesalers and retailers of our products offer products which compete directly
with our products for retail shelf space and consumer purchases. Accordingly,
there is a risk that wholesalers or retailers may give higher priority to
products of our competitors. In the future, our wholesalers and retailers may
not continue to purchase our products or provide our products with adequate
levels of promotional support.
OUR BUSINESS COULD BE ADVERSELY AFFECTED BY A DECLINE IN THE CONSUMPTION OF
PRODUCTS WE SELL.
Although since 1995 there have been modest increases in consumption of
beverage alcohol in most of our product categories, there have been periods in
the past in which there were substantial declines in the overall per capita
consumption of beverage alcohol products in the United States and other markets
in which we participate. A limited or general decline in consumption in one or
more of our product categories could occur in the future due to a variety of
factors, including:
o a general decline in economic conditions;
o increased concern about the health consequences of consuming
beverage alcohol products and about drinking and driving;
o a trend toward a healthier diet including lighter, lower calorie
beverages such as diet soft drinks, juices and water products;
o the increased activity of anti-alcohol consumer groups; and
o increased federal, state or foreign excise or other taxes on
beverage alcohol products.
3
WE GENERALLY PURCHASE RAW MATERIALS UNDER SHORT-TERM SUPPLY CONTRACTS, AND WE
ARE SUBJECT TO SUBSTANTIAL PRICE FLUCTUATIONS FOR GRAPES AND GRAPE-RELATED
MATERIALS AND WE HAVE A LIMITED GROUP OF SUPPLIERS OF GLASS BOTTLES.
Our business is heavily dependent upon raw materials, such as grapes,
grape juice concentrate, grains, alcohol and packaging materials from
third-party suppliers. We could experience raw material supply, production or
shipment difficulties that could adversely affect our ability to supply goods to
our customers. We are also directly affected by increases in the costs of raw
materials. In the past, we have experienced dramatic increases in the cost of
grapes. Although we believe we have adequate sources of grape supplies, in the
event demand for certain wine products exceeds expectations, we could experience
shortages.
One of our largest components of cost of goods sold is that of glass
bottles, which, in the United States and Australia, have only a small number of
producers. Currently, substantially all of our glass container requirements for
our United States operations are supplied by one producer and most of our glass
container requirements for our Australian operations are supplied by another
producer. The inability of any of our glass bottle suppliers to satisfy our
requirements could adversely affect our business.
OUR GLOBAL OPERATIONS SUBJECT US TO RISKS RELATING TO CURRENCY RATE FLUCTUATIONS
AND GEOPOLITICAL UNCERTAINTY WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS.
We have operations in different countries throughout the world and,
therefore, we are subject to risks associated with currency fluctuations. We
could experience changes in our ability to obtain or hedge against fluctuations
in exchange rates. We could also be affected by nationalizations or unstable
governments or legal systems or intergovernmental disputes. These currency,
economic and political uncertainties may have a material adverse effect on our
results of operations, especially to the extent these matters, or the decisions,
policies or economic strength of our suppliers, affect our global operations.
WE HAVE A MATERIAL AMOUNT OF GOODWILL, AND IF WE ARE REQUIRED TO WRITE DOWN
GOODWILL, IT WOULD REDUCE OUR NET INCOME, WHICH IN TURN COULD HAVE A MATERIAL
ADVERSE AFFECT ON OUR RESULTS OF OPERATIONS.
We have a material amount of goodwill, which is the amount by which the
costs of an acquisition accounted for using the purchase method exceeds the fair
value of the net assets acquired. We adopted the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets," in its entirety on March 1, 2002. Under
SFAS No. 142 goodwill is no longer amortized, but instead is subject to a
periodic impairment evaluation based on the fair value of the reporting unit.
Reductions in our net income caused by the write-down of goodwill could
materially and adversely affect our results of operations.
THE TERMINATION OR NON-RENEWAL OF OUR IMPORTED BEER DISTRIBUTION AGREEMENTS
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESSBUSINESS.
All of our imported beer products are marketed and sold pursuant to
exclusive distribution agreements with the suppliers of these products whichand are
subject to renewal from time to time. Our exclusive agreement to distribute Corona Extra
and itsour other Mexican beer brands in 25 primarily Westernwestern U.S. states expires in
December 2006 and, subject to compliance with certain performance criteria,
continued retention of certain personnel and other terms of the agreement, will
be automatically renewed for additional terms of five years. Changes in control
of our companyConstellation
4
Brands, Inc. or ourits subsidiaries involved in importing the Mexican beer brands,
or changes in the chief executive officer of such subsidiaries, may be a basis
for the supplier, unless it consents to such changes, to terminate the
agreement. The supplier's consent to such changes may not be unreasonably
withheld. Prior to their expiration, theseall of our imported beer distribution
agreements may be terminated if we fail to meet certain performance criteria. We
believe that we are currently in compliance with all of our material imported
beer distribution agreements. From time to time we have failed, and may in the
future fail, to satisfy certain performance criteria in our distribution
agreements. It is possible that our beer distribution agreements may not be
renewed or may be terminated prior to expiration.
OUR BUSINESS COULD BE ADVERSELY AFFECTEDFINANCIAL STATEMENTS FOR THE THREE FISCAL YEARS ENDED FEBRUARY 28, 2002 WERE
AUDITED BY A GENERAL DECLINE IN THE CONSUMPTION
OF PRODUCTS WE SELL
InARTHUR ANDERSEN LLP.
Our consolidated financial statements for the United Statesthree fiscal years ended
February 28, 2002 were audited by Arthur Andersen LLP, independent public
accountants.
On August 31, 2002, Arthur Andersen LLP ceased to practice before the
overall per capita consumption of beverage
alcohol products by adults (ages 21 and over) has declined substantially over
the past twenty years. These declines have been caused by a variety of factors
including:
o increased concern about the health consequences of consuming
beverage alcohol products and about drinking and driving;
o a trend toward a healthier diet including lighter, lower calorie
beverages such as diet soft drinks, juices and sparkling water
products;
o the increased activity of anti-alcohol consumer groups;
o an increaseSEC. Therefore, Arthur Andersen LLP did not participate in the minimum drinking age from 18preparation of
our Annual Report on Form 10-K for the fiscal year ended February 29, 2004 that
is incorporated by reference into this prospectus (the "2004 Form 10-K"), did
not reissue its audit report with respect to 21the financial statements included
in various
states;the 2004 Form 10-K, and o increased federal and state excise taxes.
INCREASE IN EXCISE TAXES AND GOVERNMENT RESTRICTIONS COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS
Indid not consent to the United States,inclusion of a copy of its
previously issued audit report in the federal government and individual states
impose excise taxes on beverage alcohol products2004 Form 10-K or the incorporation by
reference of such report into this prospectus. As a result, holders of our
securities may have no effective remedy against Arthur Andersen LLP in
varying amountsconnection with a material misstatement or omission in the financial statements
to which have
been subject to change. Increases in excise taxes on beverage alcohol products,
if enacted, could materially and adversely affect our financial condition or
results of operations.its audit report relates. In addition, the beverage alcohol products industry is
subjecteven if such holders were able
to extensive regulation by state and federal agencies. The federal
Bureau of Alcohol, Tobacco and Firearms and the various state liquor authorities
regulateassert such matters as licensing requirements, trade and pricing practices,
permitted and required labeling, advertising and relations with wholesalers and
retailers. In recent years, federal and state regulatorsa claim, because it has ceased operations, Arthur Andersen LLP
may fail or otherwise have required warning
labels and signage. In the United Kingdom, Matthew Clark carries on its excise
trade under a Customs and Excise License. Licenses are required for all premises
where wine is produced. Matthew Clark holds a license to act as an excise
warehouse operator and registrations have been secured for the production of
cider and bottled water. New or revised regulations or increased licensing fees
and requirements could have a material adverse effect on our financial condition
or results of operations.
WE RELY ON THE PERFORMANCE OF WHOLESALE DISTRIBUTORS FOR THE SUCCESS OF OUR
BUSINESS
In the United States, we sell our products principally to wholesalers
for resale to retail outlets including grocery stores, package liquor stores,
club and discount stores and restaurants. The replacement or poor performance of
our major wholesalers or our inability to collect accounts receivable from our
major wholesalers could materially and adversely affect our results of
operations and financial condition. Distribution channels for beverage alcohol
products have been characterized in recent years by rapid change, including
consolidations of certain wholesalers. In addition, wholesalers and retailers of
our products offer products which compete directly with our products for retail
shelf space and consumer purchases. Accordingly, there is a risk that these
wholesalers or retailers may give higher priority to products of our
competitors. In the future, our wholesalers and retailers may not continue to
purchase our products or provide our products with adequate levels of
promotional support.
WE GENERALLY DO NOT HAVE LONG-TERM SUPPLY CONTRACTS AND WE ARE SUBJECT TO
SUBSTANTIAL PRICE FLUCTUATIONS FOR GRAPES AND GRAPE-RELATED MATERIALS; WE HAVE A
LIMITED GROUP OF SUPPLIERS OF GLASS BOTTLES
Our business is heavily dependent upon raw materials, such as grapes,
grape juice concentrate, grains, and alcohol from third-party suppliers, tequila
from Mexico and packaging materials. We could experience raw material supply,
production or shipment difficulties which could adversely affect our ability to
supply goods to our customers. We are also directly affected by increases in the
costs of such raw materials. In the recent past we have experienced dramatic
increases in the cost of grapes. Although we believe we have adequate sources of
grape supplies, in the event demand for certain wine products exceeds
expectations, we could experience shortages. In addition, one of our largest
components of cost of goods sold is that of glass bottles, which have only a
small number of producers. The inability of any of our glass bottle suppliersinsufficient assets to satisfy our requirements could adversely affect our business.
COMPETITION COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS
We are in a highly competitive industry and the dollar amount, and unit
volume, of our sales could be negatively affected by our inability to maintain
or increase prices, changes in geographic or product mix, a general decline in
beverage alcohol consumption or the decision of our wholesale customers,
retailers or consumers to purchase competitive products instead of our products.
Wholesaler, retailer and consumer purchasing decisions are influenced by, among
other things, the perceived absolute or relative overall value of our products,
including their quality or pricing, compared to competitive products. Unit
volume and dollar sales could also be affected by pricing, purchasing,
financing, operational, advertising or promotional decisionsclaims made by wholesalers
and retailers which could affect their supply of, or consumer demand for, our
products. We could also experience higher than expected selling, general and
administrative expenses if we find it necessary to increase the number of our
personnel or our advertising or promotional expenditures to maintain our
competitive position or for other reasons.
WE ARE CONTROLLED BY THE SANDS FAMILY
Our outstanding capital stock consists of Class A Common Stock and
Class B Common Stock. Holders of Class A Common Stock are entitled to one vote
per share and are entitled, as a class, to elect one-fourth of the members of
the Board of Directors. Holders of Class B Common Stock are entitled to 10 votes
per share and are entitled, as a class, to elect the remaining directors. As of
August 31, 1999, the Sands family beneficially owned approximately 13% of the
outstanding shares of Class A Common Stock (exclusive of shares of Class A
Common Stock issuable pursuant to the conversion feature of the Class B Common
Stock owned by the Sands family) and approximately 90% of the outstanding shares
of Class B Common Stock. On all matters other than the election of directors,
the Sands family has the ability to vote approximately 65% of the votes entitled
to be cast by holders
of our outstanding capital stock, voting as a single
class. Consequently, we are essentially controlled bysecurities that might arise under federal securities laws or otherwise
with respect to the Sands family and they
would generally have sufficient voting power to determine the outcomeaudit report of any
corporate transaction or other matter submitted to our stockholders for
approval.Arthur Andersen LLP.
USE OF PROCEEDS
Except as we may otherwise set forth in a prospectus supplement, we
will use the net proceeds from the sale of the securities offered by this
prospectus for general corporate purposes, including, but not limited to,
repayment or refinancing of borrowings, working capital, capital expenditures
and general corporate purposes.acquisitions. Pending suchthe application of the proceeds, we will invest the
proceeds in certificates of deposit, United StatesU.S. government securities or certain other
interest bearing securities.
DIVIDEND POLICY
Our policy isWe have not paid any cash dividends on our common stock since our
initial public offering in 1973. We pay quarterly dividends on our currently
outstanding shares of Series A mandatory convertible preferred stock,
represented by depositary shares, each representing 1/40 of a share of Series A
mandatory convertible preferred stock, in the amount of $14.3750 per share, or
$0.359375 per depositary share. Except for earnings used to pay the dividends on
the Series A mandatory convertible preferred stock, we currently intend to
retain all of our earnings to finance the development and expansion of our
business. In addition, under the terms of our senior credit facility, we are
currently constrained from paying cash dividends on our common stock. Also, the
indentures for our outstanding senior notes our outstandingand senior subordinated notes and
the terms of our existing bank
credit facilitySeries A mandatory convertible preferred stock may restrict the
payment of dividends.cash dividends on our common stock under certain circumstances. Any supplemental
indentures for the debt securities offered by this prospectusissued in the future, the terms of any preferred
stock issued in the future and any credit agreements entered into in the future
may also restrict or prohibit the payment of dividends.cash dividends on our common stock.
RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth our historical ratio of earnings to
fixed charges:charges and our historical ratio of earnings to combined fixed charges and
preferred stock dividends for the periods indicated. For the purpose of
calculating the ratio of earnings to fixed charges, "earnings" represent income
before provision for income taxes plus fixed charges. "Fixed charges" consist of
interest expensed and capitalized, amortization of debt issuance costs,
amortization of discount on debt, and the portion of rental expense that
management believes is representative of the
5
interest component of lease expense. "Preferred stock dividends" consist of
income before taxes that is required to pay the dividends on our outstanding
Series A mandatory convertible preferred stock. Ratios of earnings to combined
fixed charges and preferred stock dividends are computed by dividing earnings by
the sum of fixed charges and preferred stock dividends.
For the Six
For the Fiscal For the Six Month
Months EndedFiscal Years Ended Transition PeriodFiscal Year
For the Fiscal Years
AugustThree Months Year Ended Ended Ended
Ended May 31, February 29, February 28, Ended February 29,
Ended August 31,
-------------- ---------------- ------------------ ------------------
1999 1998 1999 1998 1997 1996 1995 1994------------- ------------ ------------ ------------
2004 2003 2004 2003 2002 2001 2000
---- ---- ---- ---- ---- ---- ----
------------------------------------ ------------------------ ----------------- -------- ------- --------- ---------------
Ratio of earningsEarnings to fixed
charges(1)(2).............. 2.0x 3.8x 3.2x 3.2x 3.1x 1.7x 3.3x 1.4x
- -----------------------
(1) For the purposeFixed
Charges 3.4x 2.3x 3.0x 4.0x 2.8x 2.4x 2.1x
-------------------------------- ------------------------ ----------------- -------- ------- --------- ---------------
Ratio of calculating the ratio of earningsEarnings to fixed charges,
"earnings" represent income before provision for income taxes plus fixed
charges. "Fixed charges" consist of interest expensedCombined
Fixed Charges and capitalized,
amortization of debt issuance costs, amortization of discount on debt, and the
portion of rental expense which management believes is representative of the
interest component of lease expense.
(2) The ratio of earnings to combined fixed charges and preferred stock dividend
requirements is the same as the ratio of earnings to fixed charges.Preferred
Stock Dividends 3.0x 2.3x 2.9x 4.0x 2.8x 2.4x 2.1x
-------------------------------- ------------------------ ----------------- -------- ------- --------- ---------------
DESCRIPTION OF DEBT SECURITIES
We may offer debt securities under this prospectus, any of which may be
issued as convertible and/or exchangeable debt securities. The following description
of the terms of the debt securities sets forth certain general terms and
provisions of the debt securities to which any prospectus supplement may relate.
We will set forth the particular terms of the debt securities we offer in a
prospectus supplement. The extent, if any, to which the following general
provisionprovisions apply to particular debt securities will be described in the
applicable prospectus supplement. The following description of general terms
relating to the debt securities and the Indenture (as defined below)indenture under which the debt
securities will be issued are summaries only and therefore are not complete. You
should read the Indentureindenture and the prospectus supplement regarding any particular
issuance of debt securities.
The debt securities will represent our unsecured general obligations,
unless otherwise provided in the prospectus supplement. If so provided in a
prospectus supplement, the debt securities will have the benefit of the
guarantees from the guarantors. Our subsidiaries are separate and distinct legal
entities and have no obligation, contingent or otherwise, to pay any amounts due
pursuant to the debt securities or to make any funds available therefor, whether
by dividends, loans or other payments, other than as expressly provided in the
guarantees.
Our ability to service our indebtedness, including the debt securities,
is dependent primarily upon the receipt of funds from our subsidiaries. The
payment of dividends or the making of loans and advances to us by our
subsidiaries are subject to contractual, statutory or regulatory restrictions,
are contingent upon the earnings of those subsidiaries and are subject to
various business considerations. Further, any right we may have to receive
assets of any of our subsidiaries upon liquidation or recapitalization of any
such subsidiaries (and the consequent right of the holders of debt securities to
participate in those assets) will be subject to the claims of our subsidiaries'
creditors. Even in the event that we are recognized as a creditor of a
subsidiary, our claims would still be subject to any security interest in the
assets of such subsidiary and any indebtedness of such subsidiary senior to our
claim.
The debt securities will be issued under an Indenture (the "Indenture")indenture that we havewill be
entered into with the guarantors and Harris Trust and Savings Bank,
as trustee (the "Trustee"). A copy of the form of Indenture has been filed as an
exhibit to the Registration Statement of which this prospectus is a part and is
available for inspection at the corporate trust office of the Trustee at 311
West Monroe Street, 12th Floor, Chicago, Illinois 60606, or as described above
under "Where You Can Find More Information."trustee. The Indenture isindenture will be subject
to, and is governed by, the Trust Indenture Act of 1939, as amended.1939.
Except to the extent set forthdescribed in a prospectus supplement, the
Indenture doesindenture will not contain any covenants or restrictions that afford holders of
the debt securities special protection in the event of a change of control or
highly leveraged transaction.
The following is a summary of certain provisions of the debt securities
andthat may be issued under the Indentureindenture, and is not complete. A description of
such debt securities shall be contained in a prospectus supplement. You should
carefully read carefully the provisions of particular debt securities we may issue the Indenture and the
Guarantees, if
any,indenture under which
6
the debt securities are issued, including the definitions in those documents of
certain terms and of those terms made a part of those documents by the Trust
Indenture Act.
All capitalized
terms used but not defined below have the meanings set forth in the Indenture.
GENERAL
-------
The Indenture doesindenture will not limit the aggregate principal amount of debt
securities which may be issued under it and provides that debt securities may be
issued in one or more series, in such form or forms, with such terms and up to
the aggregate principal amount that we may authorize from time to time. Our
Board of Directors will establish the terms of each series of debt securities
and such terms will be set forth or determined in the manner provided in an
officers' certificate or by a supplemental indenture. The
particular terms of the debt securities offered pursuant to any prospectus
supplement will be described in suchthe prospectus supplement. All debt securities
of one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of any holder, for
issuances of additional debt securities of that series.
Unless otherwise provided in the prospectus supplement, debt securities
may be presented for registration of transfer and exchange and for payment or,
if applicable, for conversion and/or exchange at the office of the applicable
Trustee.trustee.
At our option, the payment of interest may also be made by check mailed
to the address of the person entitled to such payment as it appears in the debt
security register.
The applicable prospectus supplement will describe the following terms
of any debt securities (the "Offered Debt Securities") in respect of which this prospectus is being delivered
(to the extent applicable to the Offered Debt
Securities)debt securities):
o(1) the designation (includingtitle of the debt securities of the series, and
whether theythe debt securities are senior debt
securities, senior subordinated debt securities or subordinated debt
securities and, whether suchif subordinated debt securities, are convertible
and/or exchangeable) and aggregatethe specific subordination
provisions applicable thereto;
(2) the total principal amount of the Offered
Debt Securities;
odebt securities of the
series and any limit on the total principal amount;
(3) the price (expressed as a percentage of the principal
amount of the debt securities) at which such Offered Debt
Securitieswe will be issued;
oissue the debt securities of the
series;
(4) the terms, if any, by which holders may convert or
exchange the debt securities of the series into or for our common stock or other
of our securities or property;
(5) if the debt securities of the series are convertible or
exchangeable, any limitations on the ownership or transferability of the
securities or property into which holders may convert or exchange the debt
securities;
(6) the date or dates, (and whether fixed or extendable)the method for determining the date
or dates, on which we will be obligated to pay the principal of the Offered Debt Securities is payable ordebt
securities of the methodseries and the amount of determination thereof;
oprincipal we will be obligated to
pay;
(7) the rate or rates, (whichwhich may be fixed floating or adjustable)variable, at
which the Offered Debt Securitiesdebt securities of the series will bear interest, if any, or the
method of calculating suchby which the rate or rates will be determined;
(8) the date or dates, or the method for determining the date
or dates, from which suchany interest will accrue oron the mannerdebt securities of determining such dates,
the
interest paymentseries, the dates on which we will be obligated to pay any such interest, the
regular record dates if any, for the interest payments, or the method by which
the dates shall be determined, the persons to whom we will be obligated to pay
interest, and the basis upon which interest shall be payable
andcalculated if other than
that of a 360-day year consisting of twelve 30-day months;
(9) the record dates for the determination of the holders of debt
securities to whom interest will be payable;
o the place or places where the principal of, and any
premium, if any, andmake-whole amount, interest if any,or other amounts payable (if any) on, the
Offered Debt Securitiesdebt securities of the series will be payable;
opayable, where the holders of the debt
securities may surrender debt securities for conversion, transfer or exchange,
and where notices or demands to or upon us in respect of the debt securities and
the indenture may be served;
7
(10) any provisions relating to the issuance of the Offered Debt
Securitiesdebt
securities at an original issue discount;
o(11) the period or periods during which, the price or prices
(including any premium or make-whole amount) at which, the currency or
currencies in which, and the other terms and conditions upon which, we may
redeem the Offered Debt Securities
may be redeemed (including the form or method of payment if other
than in cash, which may includedebt securities of other issuers);
o the series, at our option, if we have such an
option;
(12) any obligation if any, that we may haveof ours to redeem, repay or purchase or
repay the Offered Debt Securitiesdebt
securities pursuant to any mandatory
redemption, sinking fund or analogous provisionsprovision or at the option
of thea holder of any debt securities, and the terms and conditions upon which we will
redeem, repay or purchase all or a portion of such redemption, purchase or repayment (including the form or
method of payment if other than in cash, which may includedebt securities of other issuers), and any provisions for the remarketing of such debt securities;
oseries
pursuant to that obligation;
(13) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which the Offered Debt Securitiesdebt securities shall be
issuable;
o(14) if the principal amount payable on any maturity date will
not be determinable on any one or more dates prior to the maturity date, the
amount which will be deemed to be the principal amount as of any date for any
purpose, including the principal amount which will be due and payable upon any
maturity other than the principal amount thereof,maturity date, or the portionmanner of the
principal amountdetermining that amount;
(15) any events of the Offered Debt Securities which will be
payable upon declaration of acceleration of the maturity thereof
or in bankruptcy;
o any Events of Defaultdefault in lieu of or in addition to those
described in this prospectus and remedies relating to such Eventsevents of Default;
odefault;
(16) if other than the trustee, the identity of each security
registrar or paying agent for debt securities of the series;
(17) the currency or currencies in which we will sell the debt
securities and in which principal of, and any premium, make-whole amount, or
interest or other amounts payable (if any) on, the debt securities of the series
will be denominated and payable;
(18) whether the Offered Debt Securitiesamount of payment of principal of, and any
premium, make-whole amount, or interest or other amounts payable (if any) on,
the debt securities of the series may be determined with reference to an index,
formula or other method and the manner in which the amounts will be determined;
(19) whether the principal of, and any premium, make-whole
amount, interest or other amounts payable (if any) on, the debt securities of
the series are convertibleto be payable, at our election or exchangeable and, if so,at the election of the holder
of the debt securities, in a currency or rights intocurrencies other than that in which theythe
debt securities are convertibledenominated or exchangeablestated to be payable, the period or periods
during which, and the terms and conditions upon which, such conversion orthis election may be
made, and the time and manner of, and identity of the exchange will be effected;
o any trustees, authenticating or paying agents, transfer agents or
registrars or any other agentsrate agent with
respect toresponsibility for, determining the Offered Debt
Securities;
oexchange rate between the currency or
currencies including compositein which the debt securities are denominated or stated to be payable
and the currency or currencies in which the Offered Debt Securitiesdebt securities will be denominated if other
than the currency of the United States of America;
o if other than the coin or currency in which the Offered Debt
Securities are denominated, the coin or currency in which payment
of the principal of, premium, ifpayable;
(20) any or interest on the Offered
Debt Securities will be payable (and the manner in which the
equivalent of the principal amount thereof in the currency of the
United States is to be determined for any purpose,applicable U.S. federal income tax consequences,
including for
determining the principal amount outstanding);
o if the principal of, premium, if any, or interest on the Offered
Debt Securities will be payable, at our election or the election
of a holder thereof, in a coin or currency other than that in
which the Offered Debt Securities are denominated and terms and
conditions upon which, such election may be made;
o if the amount of payments of principal of, premium, if any, and
interest on the Offered Debt Securities may be determined with
reference to the value, rate or price of one or more specified
commodities, currencies or indices, the manner in which such
amounts shall be determined;
o whether and under what circumstances we will pay any additional
amounts as contemplated in the applicable supplemental indenture on the Offered Debt Securities held by a persondebt
securities to any holder who is not a United States of AmericaU.S. person in respect of any tax,
assessment or governmental charge withheld or deducted and, if so,we will pay
additional amounts, whether we will have the option, and on what terms to redeem
suchthe debt securities rather than pay suchinstead of paying the additional amounts;
o(21) if receipt of certain certificates or other documents or
satisfaction of other conditions will be necessary for any purpose, including,
without limitation, as a condition to the issuance of the Offered Debt Securitiesdebt securities in
definitive form (whether upon original issue or upon exchange of a temporary
Debt
Security)debt security), the form and terms of such certificates, documents or
conditions;
o(22) any other affirmativecovenant or negative covenants with respect towarranty included for the Offered Debt Securities;
obenefit
of the debt securities of the series;
8
(23) whether the Offered Debt Securitiesdebt securities will be issued in whole or in
part in the form of one or more global securities and, in such case, the
depositary for such a global security and the circumstances under which any
global security may be exchanged for Offered Debt Securitiesdebt securities registered in the name of,
and under which any transfer of such global security may be registered in the
name of, any person other than the depositary;
o(24) whether the debt securities are defeasible;
o(25) whether and the extent that the Offered Debt Securitiesdebt securities shall be
guaranteed by the guarantors and the form of any such Guarantee;guarantee;
(26) any proposed listing of the debt securities of the series
on any securities exchange; and
o(27) any other specific terms of the Offered Debt Securities.debt securities.
Unless otherwise indicated in the prospectus supplement relating to the
debt securities, principal of and any premium or interest on the debt securities
will be payable, and the debt securities will be exchangeable and transfers
thereof will be registrable, at the office of the Trusteetrustee at its principal
executive offices. However, at our option, payment of interest may be made by
check mailed to the address of the person entitled thereto as it appears in the
debt security register. Any payment of principal and any premium or interest
required to be made on an interest payment date, redemption date or at maturity
which is not a business day need not be made on such date, but may be made on
the next succeeding business day with the same force and effect as if made on
the applicable date, and no interest shall accrue for the period from and after
such date.
Unless otherwise indicated in the prospectus supplement relating to
debt securities, the debt securities will be issued only in fully registered
form, without coupons, in denominations of $1,000 or any integral multiple
thereof. No service charge will be made for any transfer or exchange of the debt
securities, but we may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with a transfer or exchange.
Debt securities may be issued under the Indentureindenture as Original Issue
Discount Securities (as defined below) to be offered and sold at a substantial
discount from their stated principal amount. In addition, under Treasury
Regulations it is possible that the debt securities which are offered and sold
at their stated principal amount would, under certain circumstances, be treated
as issued at an original issue discount for federal income tax purposes. federal. Federal income tax consequences and
other special considerations applicable to any such Original Issue Discount
Securities (or other debt securities treated as issued at an original issue
discount) will be described in the prospectus supplement relating to such
securities. "Original Issue Discount Security" generally means any debt security
that does not provide for the payment of interest prior to maturity or
which(i) is issued at a price lower than its principal amount (subject to a de
minimus exception), (ii) does not require the payment of interest in cash or
property (other than debt instruments of the issuer) at least annually
throughout the term of the debt security or (iii) is issuable in exchange for
property (including other debt instruments) and which provides
that upon redemption or acceleration of itsdoes not provide for adequate
stated maturity an amount less than
its principal amount shall become due and payable.
interest.
GLOBAL SECURITIES
-----------------
The debt securities of a series may be issued in the form of one or
more global securities that will be deposited with a depositary or its nominees
identified in the prospectus supplement relating to the debt securities. In such
a case, one or more global securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding debt securities of the series to be represented by such global
security or securities.
Unless and until it is exchanged in whole or in part for debt
securities in definitive registered form, a global security may not be
registered for transfer or exchange except as a whole by the depositary for such
global security to a nominee of the depositary and except in the circumstances
described in the prospectus supplement relating to the Offered Debt Securities.debt securities. The
specific terms of the depositary arrangement with respect to a series of debt
securities will be described in the prospectus supplement relating to such
series.
9
GUARANTEES
----------
In order to enable us to obtain more favorable interest rates and terms
of payment of principal of, premium, if any,premiums (if any), make-whole amounts (if any) and
interest on the Offered
Debt Securities, such Offered Debt Securitiesdebt securities, the debt securities may (if so specified in the
prospectus supplement) be guaranteed, jointly and severally by all of the
guarantors pursuant to guarantees. Guarantees will not be applicable to or
guarantee our obligations with respect to the conversion of the debt securities
into shares of our capital stock or other securities. Each guarantee will be an
unsecured obligation of each guarantor issuing such guarantee. The ranking of a
guarantee and the terms of the subordination, if any, will be set forth in the
prospectus supplement.
The Indentureindenture provides that, in the event any guarantee would
constitute or result in a violation of any applicable fraudulent conveyance or
similar law of any relevant jurisdiction, the liability of the guarantor under
such guarantee will be reduced to the maximum amount (after giving effect to all
other contingent and other liabilities of such guarantor) permissible under the
applicable fraudulent conveyance or similar law.
MODIFICATION OF THE INDENTURE
-----------------------------
We and the Trusteetrustee may modify the Indentureindenture with respect to the debt
securities of any series, with or without the consent of the holders of debt
securities, under certain circumstances to be described in a prospectus
supplement.
DEFEASANCE; SATISFACTION AND DISCHARGE
--------------------------------------
The prospectus supplement will outline the conditions under which we
may elect to have certain of our obligations under the Indentureindenture discharged and
under which the Indentureindenture obligations will be deemed to be satisfied.
DEFAULTS AND NOTICE
-------------------
The debt securities will contain Eventsevents of Defaultdefault to be specified in
the applicable prospectus supplement, including, without limitation:
o failure to pay the principal of, or premium or make-whole amount,
if any, on any debt security of such series when due and payable
(whether at maturity, by call for redemption, through any
mandatory sinking fund, by redemption at the option of the
holder, by declaration or acceleration or otherwise);
o failure to make a payment of any interest on any debt security of
such series when due;
o our, or any guarantor's, failure to perform or observe any other
covenants or agreements in the Indentureindenture or in the debt
securities of such series;
o certain events of bankruptcy, insolvency or reorganization of us
or any guarantor;
o any guarantee in respect of such series of debt securities shall
for any reason cease to be, or be asserted in writing by any
guarantor thereof or us not to be, in full force and effect, and
enforceable in accordance with its terms; and
o certain cross defaults.
If an Eventevent of Defaultdefault with respect to debt securities of any series
shall occur and be continuing, the Trusteetrustee or the holders of not less than 25%
in aggregate principal amount of the then outstanding debt securities of such
series may declare the principal amount (or, if the debt securities of such
series are issued at an original issue discount, such portion of the principal
amount as may be specified in the terms of the debt securities of such series)
of all debt securities of such series and/or such other amount or amounts as the
debt securities or supplemental indenture with respect to such series may
provide, to be due and payable immediately.
10
The Indentureindenture provides that the Trusteetrustee will, within 90 days after the
occurrence of a default, give to holders of debt securities of any series notice
of all uncured defaults with respect to such series known to it. However, in the
case of a default that results from the failure to make any payment of the
principal of, premium or make-whole amount, if any, or interest on the debt
securities of any series, or in the payment of any mandatory sinking fund
installment with respect to debt securities of such series, the Trusteetrustee may
withhold such notice if it in good faith determines that the withholding of such
notice is in the interest of the holders of debt securities of such series.
The Indentureindenture contains a provision entitling the Trusteetrustee to be
indemnified by holders of debt securities before proceeding to exercise any
trust or power under the Indentureindenture at the request of such holders. The Indentureindenture
provides that the holders of a majority in aggregate principal amount of the
then outstanding debt securities of any series may direct the time, method and
place of conducting any proceedings for any remedy available to the Trustee,trustee, or
of exercising any trust or power conferred upon the Trusteetrustee with respect to the
debt securities of such series. However, the Trusteetrustee may decline to follow any
such direction if, among other reasons, the Trusteetrustee determines in good faith
that the actions or proceedings as directed may not lawfully be taken, would
involve the Trusteetrustee in personal liability or would be unduly prejudicial to the
holders of the debt securities of such series not joining in such direction.
The right of a holder to institute a proceeding with respect to the
Indentureindenture is subject to certain conditions including, that the holders of a
majority in aggregate principal amount of the debt securities of such series
then outstanding make a written request upon the Trusteetrustee to exercise its power
under the Indenture,indenture, indemnify the Trusteetrustee and afford the Trusteetrustee reasonable
opportunity to act. Even so, the holder has an absolute right to receipt of the
principal of, premium, if any, and interest when due, to require conversion or
exchange of debt securities if the Indentureindenture provides for convertibility or
exchangeability at the option of the holder and to institute suit for the
enforcement of such rights.
CONCERNING THE TRUSTEESTRUSTEE
----------------------
The prospectus supplement with respect to particular debt securities
will describe any relationship that we may have with the Trusteetrustee for such debt
securities.
REPORTS TO HOLDERS OF DEBT SECURITIES
-------------------------------------
We intend to furnish to holders of debt securities all quarterly and
annual reports whichthat we furnish to holders of our Common Stock.common stock.
DESCRIPTION OF PREFERRED STOCK
Our Boardboard of Directorsdirectors is authorized to issue in one or more series,
without stockholder approval, up to a maximum of 1,000,000 shares of Preferred
Stock.preferred stock. 170,500
of these shares have been designated as Series A mandatory convertible preferred
stock and are currently outstanding. The remaining 829,500 undesignated shares
of preferred stock can be issued with such designations, preferences,
qualifications, privileges, limitations, restrictions, options, voting powers
(full or limited), conversion or exchange rights and other special or relative
rights as the Boardboard of Directorsdirectors shall from time to time fix by resolution.
Thus, without stockholder approval, our Boardboard of Directorsdirectors could authorize the
issuance of Preferred Stockpreferred stock with voting, conversion and other rights that could
dilute the voting power and other rights of holders of our common stock. The
prospectus supplement relating to a series of Preferred Stockpreferred stock will set forth the
dividend, voting, conversion, exchange, repurchase and redemption rights, if
applicable, the liquidation preference, and other specific terms of such series
of preferred stock.
The description of certain provisions of the Preferred Stock. We currently have no sharespreferred stock set forth
in any prospectus supplement does not purport to be complete and is subject to
and qualified in its entirety by reference to our certificate of Preferred Stock
outstanding. Priorincorporation
and the certificate of designations relating to the issuance of anyeach series of Preferred Stock, we must
obtain consent of the administrative agent of our bank credit facility.preferred stock.
The applicable prospectus supplement will describe the followingspecific terms of any
Preferred Stock in respectseries of preferred stock being offered which this prospectus is being delivered
(to the extent applicable to such Preferred Stock):may include:
o the specific designation, number of shares, seniority and
purchase price;
11
o any liquidation preference per share;
o any date of maturity;
o any redemption, repayment or sinking fund provisions;
o any dividend rate or rates and the dates on which any such
dividends will be payable (or the method by which such rates or
dates will be determined);
o any voting rights;
o if other than the currency of the United States, of America, the currency or
currencies (including composite currencies) in which such
Preferred Stockpreferred stock is denominated and/orand in which payments will or may
be payable;
o the method by which amounts in respect of such Preferred Stockseries of
preferred stock may be calculated and any commodities, currencies
or indices, or value, rate or price, relevant to such
calculation;
o whether the Preferred Stocksuch series of preferred stock is convertible or
exchangeable and, if so, the securities or rights into which it
is convertible or exchangeable, and the terms and conditions upon
which such conversions or exchanges will be effected;
o the place or places where dividends and other payments on the
Preferred Stocksuch
series of preferred stock will be payable; and
o any additional voting, dividend, liquidation, redemption and
other rights, preferences, privileges, limitations and
restrictions.
As described under "Description of Depositary Shares" below, we may, at
our option, elect to offer depositary shares evidenced by depositary receipts,
each representing an interest (to be specified in the prospectus supplement
relating to the particular series of the Preferred Stock)preferred stock) in a share of the
particular series of the Preferred Stockpreferred stock issued and deposited with a depositary.
All shares of Preferred Stockpreferred stock currently outstanding are, and the shares
of preferred stock offered by this prospectus, or issuable upon conversion,
exchange or exercise of securities, will, when issued, be validly issued and
fully paid and non-assessable.
DESCRIPTION OF DEPOSITARY SHARES
We may offer fractional shares of preferred stock rather than full
shares of preferred stock, and, in that event, will issue receipts for
depositary shares. Each of these depositary shares will represent a fraction,
which will be set forth in the applicable prospectus supplement, of a share of
the applicable series of preferred stock. The shares of any series of preferred
stock underlying any depositary shares that we may sell under this prospectus
will be deposited under a deposit agreement between us and a depositary selected
by us. Subject to the terms of the deposit agreement, each holder of a
depositary share will be entitled, in proportion to the applicable fraction of a
share of the preferred stock underlying the depositary share, to all of the
rights, preferences and privileges, and be subject to the qualifications and
restrictions, of the preferred stock underlying that depositary share. The
description set forth below and in any prospectus supplement of certain
provisions of the deposit agreement and of the depositary shares and depositary
receipts is not complete. You should carefully review the prospectus supplement
and the form of deposit agreement and form of depositary receipts relating to
each series of the Preferred Stock.
preferred stock.
GENERAL
-------
We may, at our option, elect to have shares of Preferred Stockany series of preferred
stock be represented by depositary shares. The shares of any series of the Preferred
Stockpreferred
stock underlying the depositary shares will be deposited under a
12
separate deposit agreement that we will enter with a bank or trust company
having its principal office in the United States and a combined capital and
surplus of at least $50,000,000. SuchThis bank or trust company will be considered
the depositary. The prospectus supplement relating to a series of depositary
shares will set forth the name and address of the depositary. Subject to the
terms of the deposit agreement, each owner of a depositary share will be
entitled, in proportion to the applicable interest in the number of shares of
Preferred Stocksuch series of preferred stock underlying such depositary share, to all the
rights and preferences of the Preferred Stocksuch series of preferred stock underlying such
depositary share (including dividend, voting, redemption, conversion, exchange
and liquidation rights).
The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement, each of which will represent the applicable
interest in a number of shares of a particularsuch series of the Preferred Stockpreferred stock described in
the applicable prospectus supplement.
Unless otherwise specified in the prospectus supplement, a holder of
depositary shares is not entitled to receive the shares of Preferred Stocksuch series of
preferred stock underlying the depositary shares.
If required by law or applicable securities exchange rules, engravedPending the preparation of definitive depositary receipts, will be prepared. Pending their preparation, the
depositary may, upon our written order, issue temporary depositary receipts
substantially identical to the definitive depositary receipts. Definitive
depositary receipts will thereafter be prepared without unreasonable delay.
DIVIDENDS AND OTHER DISTRIBUTIONS
---------------------------------
The depositary will distribute all cash dividends or other cash
distributions received in respect of the Preferred Stockapplicable series of preferred stock to
the record holders of depositary shares representing such Preferred Stockpreferred stock in
proportion to the numbers of such depositary shares owned by suchthe holders on the
relevant record date.
In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
entitled to such property, as nearly as practicable, in proportion to the number
of depositary shares owned by suchthe holder. However, if the depositary determines
that it is not feasible to make such distribution, it may, with our approval,
sell such property and distribute the net proceeds from such sale to suchthe
holders. The amounts distributed by the depositary may be reduced by any amount
required to be withheld by us or the depositary on account of taxes.
The deposit agreement also contains provisions relating to the manner
in which any subscription or similar rights we offer to holders of Preferred
Stockpreferred
stock shall be made available to holders of depositary shares.
CONVERSION AND EXCHANGE
-----------------------
If any Preferred Stockpreferred stock underlying the depositary shares is subject to
provisions relating to its conversion or exchange as set forth in the prospectus
supplement relating thereto, each record holder of depositary shares will have
the right or obligation to convert or exchange such depositary shares pursuant
to its terms.
REDEMPTION OF DEPOSITARY SHARES
-------------------------------
If a series of Preferred Stockpreferred stock underlying the depositary shares is
subject to redemption, the depositary shares will be redeemed from the proceeds
received by the depositary resulting from the redemption, in whole or in part,
of the series of Preferred Stockpreferred stock held by the depositary. The redemption price
per depositary share will be equal to the aggregate redemption price payable
with respect to the number of shares of Preferred Stocksuch series of preferred stock
underlying the depositary shares. Whenever we redeem Preferred Stocka series of preferred stock
from the depositary, the depositary will redeem as of the same redemption date a
proportionate number of depositary shares representing the shares of Preferred Stocksuch series
of preferred stock that were redeemed. If less than all the depositary shares
are to be redeemed, the depositary shares to be redeemed will be selected by lot
or pro rata as we may determine.
After the date fixed for redemption, the depositary shares so called
for redemption will no longer be deemed to be outstanding and all rights of the
holders of the depositary shares will cease, except the right to receive the
redemption price payable upon such redemption. Any funds we deposit with the
depositary for any depositary
13
shares which the holders fail to redeem will be returned to us after a period of
two years from the date we deposit such funds.
VOTING
------
Upon receipt of notice of any meeting or action in lieu of any meeting
at which the holders of any shares of Preferred Stocka series of preferred stock underlying the
depositary shares are entitled to vote, the depositary will mail the information
contained in such notice to the record holders of the depositary shares relating
to such Preferred Stock.shares of preferred stock. Each record holder of such depositary shares
on the record date (which will be the same date as the record date for the Preferred Stock)such
series of preferred stock) will be entitled to instruct the depositary as to the
exercise of the voting rights pertaining to the number of shares of Preferred Stocksuch series
of preferred stock underlying such holder's depositary shares. The depositary
will endeavor, as practicable, to vote the number of shares of Preferred Stocksuch series of
preferred stock underlying such depositary shares in accordance with such
instructions, and we will agree to take all action which may be deemed necessary
by the depositary in order to enable the depositary to do so. If the depositary
does not receive instructions from the holders of depositary shares, the
depositary will abstain from voting the preferred stock that underlies these
depositary shares.
AMENDMENT OF THE DEPOSIT AGREEMENT
----------------------------------
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment which materially and
adversely alters the rights of the existing holders of depositary shares will
not be effective unless such amendment has been approved by the holders of at
least a majority of the depositary shares then outstanding.
CHARGES OF DEPOSITARY
---------------------
We will pay all transfer and other taxes and governmental charges that
arise solely from the existence of the depositary arrangements. We will pay
charges of the depositary in connection with the initial deposit of the
Preferred Stockapplicable series of preferred stock and any exchange or redemption of the Preferred Stock.such
series of preferred stock. Holders of depositary shares will pay all other
transfer and other taxes and governmental charges, and, in addition, such other
charges as are expressly provided in the deposit agreement to be for their
accounts.
MISCELLANEOUS
-------------
We, or at our option, the depositary, will forward to the holders of
depositary shares all of our reports and communications which we are required to
furnish to the holders of Preferred Stock.the series preferred stock represented by the
depository receipts.
Neither we nor the depositary will be liable if we or itthe depositary is
prevented or delayed by law or any circumstances beyond our or its control in
performing our or its obligations under the deposit agreement. Our obligations
and the depositary's obligations under the deposit agreement will be limited to
performance in good faith and neither we nor the depositary will be obligated to
prosecute or defend any legal proceeding in respect of any depositary share or
Preferred Stockpreferred stock unless satisfactory indemnity has been furnished. Both we and
the depositary may rely upon written advice of counsel or accountants, or
information provided by persons presenting Preferred Stockpreferred stock for deposit, holders
of depositary shares or other persons believed to be competent and on documents
believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY; TERMINATION OF THE DEPOSIT AGREEMENT
---------------------------------------------------------------------------
The depositary may resign at any time by delivering notice to us of its
election to do so, and we may at any time remove the depositary. Any such
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of such appointment. We will appoint a successor
depositary within 60 days after delivery of the notice of resignation or
removal. We may terminate the deposit agreement or it may be terminated by the
depositary if a period of 90 days expires after the depositary has delivered
written notice to us of its election to resign and we have not appointed a
successor depositary. Upon termination of the deposit agreement, the depositary
14
will discontinue the transfer of depositary receipts, will suspend the
distribution of dividends to the holders of depositary receipts, and will not
give any further notices (other than notice of such termination) or perform any
further acts under the deposit agreement except that the depositary will
continue to deliver Preferred Stockthe applicable series of preferred stock certificates,
together with dividends and distributions and the net proceeds of any sales of
rights, preferences, privileges or other property in exchange for depositary
receipts surrendered. Upon our request, the depositary will deliver to us all
books, records, certificates evidencing Preferred Stock,the applicable series of preferred
stock, depositary receipts and other documents relating to the subject matter of
the deposit agreement.
DESCRIPTION OF CLASS A COMMON STOCK
If we offer shares of Class A Common Stock,common stock, the prospectus supplement
will set forth the number of shares offered, the public offering price,
information regarding our dividend history and Class A Common Stockcommon stock prices as
reflected on the New York Stock Exchange or other exchange that the Class A
common stock is then listed, including a recent reported last sale price of the
Class A Common Stock.common stock.
Our authorized common stock consists of 140,000,000305,000,000 shares, of which
120,000,000275,000,000 shares are Class A Common Stock,common stock, par value $.01 per share, and
20,000,00030,000,000 shares are Class B Common Stock,common stock, par value $.01 per share. At AugustMay 31,
1999,2004, we had 14,879,27494,994,362 shares of Class A Common Stockcommon stock outstanding and held of
record by 972993 stockholders, and 3,170,79912,054,630 shares of Class B Common Stockcommon stock
outstanding and held of record by 285235 stockholders. In addition, at AugustMay 31,
1999,2004, options to purchase an aggregate of 2,825,37013,270,425 shares of Class A Common
Stockcommon
stock were outstanding.outstanding and 6,089,578 shares of Class A common stock were
reserved for issuance upon conversion of Series A mandatory convertible
preferred stock.
All shares of Class A Common Stockcommon stock and Class B Common Stockcommon stock currently
outstanding are, and the shares of Class A Common Stockcommon stock offered herebyby this
prospectus will, when issued, be validly issued and fully paid and
non-assessable, not subject to redemption
(except as described below) and without preemptive or other rights
to subscribe for or purchase any proportionate part of any new or additional
issues of stock of any class or of securities convertible into stock of any
class.
The following descriptions of our Class A Common Stockcommon stock and certain
provisions of our Restated Certificate of Incorporation and Amended and Restated
By-Laws are summaries and are not complete. You should carefully review the
provisions of our Certificatecertificate of Incorporationincorporation and By-Lawsby-laws and appropriate
provisions of the Delaware General Corporation Law.
GENERAL
-------
The rights of holders of Class A Common Stockcommon stock and Class B Common Stockcommon stock
are identical except for voting, dividends and conversion rights.
VOTING
------
Holders of Class A Common Stockcommon stock are entitled to one vote per share and
holders of Class B Common Stockcommon stock are entitled to ten10 votes per share. Holders of
Class A Common Stock,common stock, voting as a class, are entitled to elect at least one-fourthone
fourth of the members of our Boardboard of Directorsdirectors to be elected at a meeting of
stockholders, and holders of Class B Common Stock, voting as a class, are
entitled to elect the remaining directors. If the number of outstanding shares
of Class B Common Stock is less than 12 1/2% of the aggregate number of
outstanding shares of Class A Common Stock and Class B Common Stock, thestockholders. The holders of Class A Common Stock will becomecommon stock are entitled to elect at least one-fourth of the
directors voting as a class and to elect the
remaining directors voting together as a single class with holders of Class B
Common Stock,common stock, provided that the holders of Class A Common Stock shallcommon stock have one vote
per share and the holders of Class B Common Stock shallcommon stock have 10 votes per share. If
the number of outstanding shares of Class B common stock increases to an amount
equal to or more than 12 1/2% of the aggregate number of outstanding shares of
Class A common stock and Class B common stock, the holders of Class A common
stock, voting as a class, would be entitled to elect at least one fourth of the
members of our board of directors to be elected at a meeting of stockholders and
the holders of Class B common stock, voting as a class, would be entitled to
elect the remaining directors.
15
On all other matters submitted to a vote of the stockholders, the
holders of Class A Common Stockcommon stock and Class B Common Stockcommon stock vote together as a
single class, except where a separate class vote is required under Delaware law.
DIVIDENDS
---------
If we pay a cash dividend on Class B Common Stock,common stock, each share of Class
A Common Stockcommon stock will receive an amount at least 10% greater than the amount of
the cash dividend per share paid on Class B Common Stock.common stock. In addition, our Boardboard
of Directorsdirectors may declare and pay a dividend on Class A Common Stockcommon stock without
paying any dividend on Class B Common Stock. Thecommon stock. Under the terms of our senior
credit facility, we are currently constrained from paying cash dividends on our
common stock. Also, the indentures for our outstanding senior notes and senior
subordinated notes and the terms of our existing bank credit facilitySeries A mandatory convertible preferred
stock may restrict the payment of dividends. In addition, any supplementalcash dividends on our common stock under
certain circumstances. Any indentures for the debt securities issued in the future,
the terms of any preferred stock issued in the future and any credit agreements
entered into in the future may also restrict or prohibit the payment of dividends.cash
dividends on our common stock.
CONVERSION
----------
Each share of Class B Common Stockcommon stock is convertible into one fully paid
and non-assessable share of Class A Common Stockcommon stock at the option of the holder at
any time. The shares of Class A Common Stockcommon stock are not convertible into or
exchangeable for shares of Class B Common Stockcommon stock or any of our other securities.
OTHER PROVISIONS
----------------
Holders of Class A Common Stockcommon stock and Class B Common Stockcommon stock are entitled
to share pro rata in the distribution of our assets available for such purpose
in the event of our liquidation, dissolution or winding up, after payment of, or
provision for, creditors and distribution of, or provision for, preferential
amounts and unpaid accumulated dividends to holders of Preferred Stock,preferred stock, if any.
Holders of Class A Common Stockcommon stock and Class B Common Stockcommon stock have no preemptive
rights to subscribe for any additional securities of any class which we may
issue, and there are no redemption provisions or sinking fund provisions
applicable to any such classes, nor is the Class A Common Stockcommon stock and Class B
Common Stockcommon stock subject to calls or assessments.
CERTAIN STATUTORY PROVISIONS
----------------------------
We are subject to Section 203 of the Delaware General Corporation Law.
Section 203 prohibits a publicly held Delaware corporation from engaging in any
"business combination" with any "interested stockholder" for a period of three
years following the time that such person became an interested stockholder,
unless
o prior to the time of the business combination, the transaction is
approved by the board of directors of the corporation;
o upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the outstanding voting stock; or
o at or subsequent to such time the business combination is
approved by the board of directors and authorized at a meeting of
the corporation's stockholders by the affirmative vote of at
least 66 2/3% of the outstanding voting stock that is not owned
by the interested stockholder.
For purposes of Section 203, a "business combination" includes a
merger, assets sale or other transaction resulting in a financial benefit to the
interested stockholder, and an "interested stockholder" is a person who,
together with affiliates and associates, owns (or within three years, did own)
15% or more of the corporation's voting stock.
16
PLAN OF DISTRIBUTION
We may sell securities on a negotiated or competitive bid basis to or
through one or more underwriters or dealers. We may also sell securities
directly to institutional investors or other purchasers or through agents. Any
underwriter, dealer or agent involved in the offer and sale of securities, and
any applicable commissions, discounts and other items constituting compensation
to such underwriters, dealers or agents, will be set forth in the prospectus
supplement.
We may effect distribution of securities from time to time in one or
more transactions at a fixed price or prices (which may be changed) or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
Unless otherwise indicated in a prospectus supplement, the obligations
of any underwriters to purchase securities will be subject to certain conditions
and the underwriters will be obligated to purchase all of the applicable
securities if any are purchased. If a dealer is used in a sale, we may sell the
securities to the dealer as principal. The dealer may then resell the securities
to the public at varying prices to be determined by the dealer at the time of
resale.
We or our agents may solicit offers to purchase securities from time to
time. Unless otherwise indicated in a prospectus supplement, any agent will be
acting on a best efforts basis for the period of its appointment.
In connection with the sale of securities, underwriters or agents may
receive compensation (in the form of discounts, concessions or commissions) from
us or from purchasers of securities for whom they may act as agents.
Underwriters may sell securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the distribution of
securities may be deemed to be underwriters as that term is defined in the
Securities Act, and any discounts or commissions received by them from us and
any profits on the resale of the securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified, and any such compensation received from
us will be described, in the related prospectus supplement.
Underwriters, dealers and agents may be entitled, under agreements with
us, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act.
If so indicated in the prospectus supplement, we will authorize agents
and underwriters to solicit offers by certain specified institutions to purchase
securities at the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in the future. Institutions with whom such contracts may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and other
institutions but shall in all cases be subject to our approval. Such contracts
will be subject only to those conditions set forth in the prospectus supplement
and the prospectus supplement will set forth the commission payable for
solicitation of such contracts. The obligations of any purchaser under any such
contract will be subject to the condition that the purchase of the securities
shall not be prohibited at the time of delivery under the laws of the
jurisdiction to which the purchaser is subject. The underwriters and other
agents will not have any responsibility in respect of the validity or
performance of such contracts.
Certain of theThe underwriters or agents and their associates may engage in
transactions with and perform services for us or our affiliates in the ordinary
course of their respective businesses.
The securities may or may not be listed on a national securities
exchange or traded in the over-the-counter market (other than the Class A Common
Stock, which is listed on the New York Stock Exchange).market. No assurance can be given as
to the liquidity of the trading market for any such securities.
If underwriters or dealers are used in the sale, until the distribution
of the securities is completed, SEC rules may limit the ability of any such
underwriters and selling group members to bid for and purchase the securities.
As an exception to these rules, representatives of any underwriters are
permitted to engage in certain transactions that
17
stabilize the price of the securities. Such transactions may consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of the
securities. If the underwriters create a short position in the securities in
connection with the offerings (i.e., if they sell more securities than are set
forth on the cover page of the prospectus supplement) the representatives of the
underwriters may reduce that short position by purchasing securities in the open
market. The representatives of the underwriters may also elect to reduce any
short position by exercising all or part of any over-allotment option described
in the prospectus supplement. The representatives of the underwriters may also
impose a penalty bid on certain underwriters and selling group members. This
means that if the representatives purchase securities in the open market to
reduce the underwriters' short position or to stabilize the price of the
securities, they may reclaim the amount of the selling concession from the
underwriters and selling group members who sold those shares as part of the
offering. In general, purchases of a security for the purpose of stabilization
or to reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases. The imposition of a penalty
bid might also have an effect on the price of the securities to the extent that
it discourages resales of the securities. We make no representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the securities. In addition, the
representatives of any underwriters may determine not to engage in such
transactions or that such transactions, once commenced, may be discontinued
without notice.
LEGAL OPINIONS
McDermott, Will & Emery, Chicago, Illinois, will pass upon the legalityThe validity of the securities offered by this prospectus.prospectus will be
passed upon by McDermott Will & Emery LLP.
EXPERTS
The audited consolidated financial statements of Constellation Brands,
Inc. as of February 29, 2004 and February 28, 2003 and for the fiscal years
ended February 29, 2004 and February 28, 2003 incorporated by reference in this
prospectus have been incorporated by reference herein in reliance upon the
report of KPMG LLP, an independent registered public accounting firm, and elsewhereare
incorporated by reference herein upon the authority of said firm as experts in
accounting and auditing. The audit report on the registration statementFebruary 29, 2004 and February
28, 2003 consolidated financial statements refers to KPMG LLP's audit of the
disclosures added and reclassifications and adjustments that were applied to
restate the February 28, 2002 consolidated statements of income, changes in
stockholders' equity and cash flows. However, KPMG LLP was not engaged to audit,
review or apply any procedures to the February 28, 2002 consolidated statements
of income, changes in stockholders' equity and cash flows, other than with
respect to such disclosures, reclassifications and adjustments.
The audited consolidated statements of income, changes in stockholders'
equity and cash flows of Constellation Brands, Inc. for the fiscal year ended
February 28, 2002 incorporated by reference in this prospectus to the extent
indicated in their report have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their
report with respect thereto, and are incorporated by reference herein in reliance upon
the authority of said firm as experts in giving said report.
The statementreports. Arthur Andersen
LLP has not reissued its audit report with respect to our audited consolidated
statements of assetsincome, changes in stockholders' equity and liabilities related to the product lines
sold to Canandaigua Brands, Inc. as of April 9, 1999cash flows prepared by
it and the related statement
of identified income and expenses for the year ended December 31, 1998, have
been incorporated by reference herein in reliance uponthis prospectus. In addition, Arthur
Andersen LLP has not consented to the inclusion of its audit report of KPMG LLP,
independent certified public accountants,in our
Annual Report on Form 10-K for the fiscal year ended February 29, 2004 and
incorporated by reference herein and uponin our Current Report on Form 8-K filed
with the authoritySecurities and Exchange Commission on August 19, 2004 and
incorporated by reference herein. As a result, you will probably not have an
effective remedy against Arthur Andersen LLP in connection with a material
misstatement or omission with respect to our consolidated statements of said firmincome,
changes in stockholders' equity and cash flows that were audited by Arthur
Andersen LLP. Even if you were able to assert such a claim successfully, as expertsa
result of its conviction and other lawsuits and claims, Arthur Andersen LLP may
not have sufficient assets to satisfy claims made by us or by our investors that
might arise under federal securities laws or otherwise relating to any alleged
material misstatement or omission with respect to our audited consolidated
statements of income, changes in accountingstockholders' equity and auditing.cash flows audited by
Arthur Andersen LLP.
18
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT, INCORPORATED
BY REFERENCE OR PROVIDED IN A PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED
ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. YOU SHOULD NOT ASSUME
THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE ON THE FRONT OF THESE DOCUMENTS. THIS PROSPECTUS IS NOT
AN OFFER TO SELL SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
--------------------
$300,000,000
CANANDAIGUA BRANDS, INC.
SECURITIES
--------------------
PROSPECTUS
--------------------
__________ __, 1999logo
$750,000,000
Constellation Brands, Inc.
Securities
- --------------------------------------------------------------------------------
Prospectus
- --------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated fees and expenses payable
by the Company in connection with the issuance and distribution of the
Securities being registered:
SEC registration fee*............................. fee..........................$ 83,400250,000
Printing expenses................................. 175,000expenses ............................ 400,000
Fees and expenses of counsel...................... 100,000counsel ................. 400,000
Fees and expenses of accountants.................. 100,000accountants ............. 150,000
Trustees fees and expenses........................ 10,000expenses ................... 50,000
Rating agency fees................................ 75,000
Blue sky fees and expenses........................ 20,000
Miscellaneous..................................... 36,600
-------
Total........................................ $600,000
========
* Previously paid........................... 200,000
Miscellaneous ................................ 150,000
Total.........................................$ 1,600,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (Section 102) allows a corporation
to eliminate the personal liability of directors of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his/her fiduciary duty as a director, except in the case where the director
breached his/her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit. The Company's Restated Certificate of
Incorporation contains a provision which eliminates directors' personal
liability as set forth above.
The Delaware General Corporation Law (Section 145) gives Delaware
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions; gives a director or officer who successfully defends an action the
right to be so indemnified; and authorizes the Companya corporation to buy directors' and
officers' liability insurance. Such indemnification is not exclusive of any
other right to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or otherwise.
The Company's Restated Certificate of Incorporation provides for
indemnification to the fullest extent authorized by Section 145 of the Delaware
General Corporation Law for directors, officers and employees of the Company and
also to persons who are serving at the request of the Company as directors,
officers or employees of other corporations (including subsidiaries); provided
that, with respect to proceedings initiated by such indemnitee, indemnification
shall be provided only if such proceedings were authorized by the Board of
Directors. This right of indemnification is not exclusive of any other right
which any person may acquire under any statute, bylaw, agreement, contract, vote
of stockholders or otherwise.
The Company maintains a directors' and officers' liability insurance
and corporate reimbursement policy insuring directors and officers against loss
arising from claims made arising out of the performance of their duties.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
1 FormsExhibit
Number Description of Exhibit
------ ----------------------
1(1) Form of Underwriting Agreement
(to be filed under subsequent Form
8-K)
4.14 Form of Indenture (Filed as Exhibit 1.1 to the Registrant's
Current Report on Form 8-K dated February 25, 1999 and
incorporated herein by reference)
4.2 Supplemental Indenture No. 3 dated August 6, 1999 by and among the RegistrantsCompany, as issuer, certain principal
subsidiaries, as Guarantors, and HarrisBNY Midwest Trust and Savings Bank (FiledCompany, as
Exhibit
4.20 to the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended August 31, 1999 and incorporated herein by
reference)Trustee.
5 Opinion of McDermott Will & Emery LLP
12 Computation of Ratio of Earnings to Fixed Charges 23.1and Combined
Fixed Charges and Preferred Stock Dividends
23.1(2) Consent of Arthur Andersen LLP
23.2 Consent of KPMG LLP
23.3 Consent of McDermott Will & Emery LLP (included as part of
Exhibit 5)
2423.3 Consent of KPMG LLP
24.1(3) Powers of Attorney (included on the signature pages of the
Registration Statement and this
Post-Effective Amendment)registration statement)
24.2 Additional Powers of Attorney
25 Statement of Eligibility of Trustee on Form T-1 for the indenture
filed as Exhibit 4 to this registration statement.
(1) To be subsequently filed by amendment or as an exhibit to a Current Report
on Form 8-K.
(2) Omitted in reliance on Rule 437a of the Securities Act.
(3) Previously filed.
ITEM 17. UNDERTAKINGS.Undertakings.
1. (a) The undersigned registrants hereby undertake to file,
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that subparagraphs (a)(i) and (a)(ii) do
not apply toif the extent thatRegistration Statement is on Form S-3, Form
S-8, or Form F-3, and the information required to be included
in a post-effective amendment by those subparagraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrants pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
that are incorporated by reference in the Registration
Statement.
(b) The undersigned registrants hereby undertake that, for the
purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrants hereby undertake to remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
registrants' annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the registrants of expenses incurred or paid
by a director, officer or controlling person of the registrants in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrants will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by the registrants is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
4. The undersigned registrants hereby undertake that for purposes of
determining any liability under the Securities Act, (i) the information
omitted from the form of prospectus filed as part of this Registration
Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4)
or Rule 497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared effective,
and (ii) each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
5. The undersigned registrants hereby undertake to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act (the "Act") in
accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Constellation Brands, Inc.
By: /s/ Thomas S. Summer
Name: Thomas S. Summer
Title: Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* Chairman of the Board, Chief Executive
- ------------------------- Officer and a Director (Principal Executive
Richard Sands Officer)
/s/ Thomas S. Summer Executive Vice President and Chief Financial
- ------------------------- Officer (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
* Director
- -------------------------
Robert Sands
* Director
- -------------------------
George Bresler
* Director
- -------------------------
Jeananne K. Hauswald
* Director
- -------------------------
James A. Locke III
* Director
- -------------------------
Thomas C. McDermott
* Director
- -------------------------
Paul L. Smith
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has
reasonable groundsduly caused this Pre-Effective Amendment No. 1 to believe that it meets allRegistration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Barton Incorporated
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President, Chief Executive Officer and a
- ------------------------- Director (Principal Executive Officer)
Alexander L. Berk
* Vice President (Principal Financial Officer
- ------------------------- and Principal Accounting Officer)
Thomas S. Summer
* Director
- -------------------------
Troy J. Christensen
* Director
- -------------------------
Edward L. Golden
* Director
- -------------------------
William F. Hackett
* Director
- -------------------------
Elizabeth Kutyla-Miner
* Director
- -------------------------
Richard Sands
* Director
- -------------------------
Robert Sands
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements for filingof the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on Form S-3its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Barton Brands, Ltd.
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President and a Director (Principal Executive
- ------------------------- Officer)
Edward L. Golden
* Vice President (Principal Financial Officer
- ------------------------- and Principal Accounting Officer)
Thomas S. Summer
* Director
- -------------------------
Alexander L. Berk
* Director
- -------------------------
Troy J. Christensen
* Director
- -------------------------
Elizabeth Kutyla-Miner
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Barton Beers, Ltd.
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* Chief Executive Officer and a Director
- ------------------------- (Principal Executive Officer)
Richard Sands
* Vice President (Principal Financial Officer
- ------------------------- and Principal Accounting Officer)
Thomas S. Summer
* Director
- -------------------------
Alexander L. Berk
* Director
- -------------------------
Troy J. Christensen
* Director
- -------------------------
William F. Hackett
* Director
- -------------------------
Elizabeth Kutyla-Miner
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Barton Brands of California, Inc.
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President and a Director (Principal Executive
- ------------------------- Officer)
Alexander L. Berk
* Vice President (Principal Financial Officer
- ------------------------- and Principal Accounting Officer)
Thomas S. Summer
* Director
- -------------------------
Troy J. Christensen
* Director
- -------------------------
Edward L. Golden
* Director
- -------------------------
Elizabeth Kutyla-Miner
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Barton Brands of Georgia, Inc.
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President and a Director (Principal Executive
- ------------------------- Officer)
Alexander L. Berk
* Vice President (Principal Financial Officer
- ------------------------- and Principal Accounting Officer)
Thomas S. Summer
* Director
- -------------------------
Troy J. Christensen
* Director
- -------------------------
Edward L. Golden
* Director
- -------------------------
Elizabeth Kutyla-Miner
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Barton Distillers Import Corp.
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President and a Director (Principal Executive
- ------------------------- Officer)
Alexander L. Berk
* Vice President (Principal Financial Officer
- ------------------------- and Principal Accounting Officer)
Thomas S. Summer
* Director
- -------------------------
Troy J. Christensen
* Director
- -------------------------
Edward L. Golden
* Director
- -------------------------
Elizabeth Kutyla-Miner
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Barton Financial Corporation
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President, Secretary and a Director
- ------------------------- (Principal Executive Officer)
Troy J. Christensen
* Vice President (Principal Financial Officer
- ------------------------- and Principal Accounting Officer)
Thomas S. Summer
* Director
- -------------------------
Michael A. Napientek
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Barton Beers of Wisconsin, Ltd.
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
* President, Chief Executive Officer and a
- ------------------------- Director (Principal Executive Officer)
James P. Ryan
* Vice President (Principal Financial Officer
- ------------------------- and Principal Accounting Officer)
Thomas S. Summer
* Director
- -------------------------
Alexander L. Berk
* Director
- -------------------------
Troy J. Christensen
* Director
- -------------------------
William F. Hackett
* Director
- -------------------------
Elizabeth Kutyla-Miner
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Monarch Import Company
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* Chief Executive Officer and Vice President
- ------------------------- (Principal Executive Officer)
James P. Ryan
* Vice President (Principal Financial Officer
- ------------------------- and Principal Accounting Officer)
Thomas S. Summer
* Director
- -------------------------
Alexander L. Berk
* Director
- -------------------------
Troy J. Christensen
* Director
- -------------------------
William F. Hackett
* Director
- -------------------------
Elizabeth Kutyla-Miner
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Canandaigua Wine Company, Inc.
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President and Chief Executive Officer
- ------------------------- (Principal Executive Officer)
Jose Fernandez
* Treasurer (Principal Financial Officer and
- ------------------------- Principal Accounting Officer)
Thomas S. Summer
* Director
- -------------------------
Richard Sands
* Director
- -------------------------
Robert Sands
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Constellation International Holdings
Limited
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities on August 19, 2004.
Signature Title
--------- -----
* President, Chief Executive Officer and
- ------------------------- Director (Principal Executive Officer)
Richard Sands
* Treasurer (Principal Financial Officer
- ------------------------- and Principal Accounting Officer)
Thomas S. Summer
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Roberts Trading Corp.
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President and Treasurer (Principal
- ------------------------- Executive Officer, Principal Financial
Thomas S. Summer Officer and Principal Accounting Officer)
* Director
- -------------------------
Richard Sands
* Director
- -------------------------
Robert Sands
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Canandaigua Limited
By: /s/ Thomas S.. Summer
Name: Thomas S. Summer
Title: Finance Director
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities on August 19, 2004.
Signature Title
--------- -----
* Chief Executive Officer and a Director
- ------------------------- (Principal Executive Officer and Authorized
Robert Sands Representative in the United States)
/s/ Thomas S.. Summer Finance Director (Principal Financial
- ------------------------- Officer and Principal Accounting Officer)
Thomas S. Summer
* Director
- -------------------------
Anne Colquhoun
* Director
- -------------------------
Nigel Hodges
* Director
- -------------------------
Richard Peters
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Barton Canada, Ltd.
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President and a Director (Principal
- ------------------------- Executive Officer)
Alexander L. Berk
* Vice President (Principal Financial Officer
- ------------------------- and Principal Accounting Officer)
Thomas S. Summer
* Director
- -------------------------
Troy J. Christensen
* Director
- -------------------------
Edward L. Golden
* Director
- -------------------------
Elizabeth Kutyla-Miner
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Franciscan Vineyards, Inc.
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President
and Assistant
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President and Chief Executive Officer
- ------------------------- (Principal Executive Officer)
Jon Moramarco
* Vice President and Treasurer
- ------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
* Director
- -------------------------
Richard Sands
* Director
- -------------------------
Robert Sands
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Allberry, Inc.
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President and
Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President (Principal Executive Officer)
- -------------------------
Jon Moramarco
* Vice President and Treasurer
- ------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
* Director
- -------------------------
Richard Sands
* Director
- -------------------------
Robert Sands
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Cloud Peak Corporation
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President and
Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President (Principal Executive Officer)
- -------------------------
Jon Moramarco
* Vice President and Treasurer
- ------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
* Director
- -------------------------
Richard Sands
* Director
- -------------------------
Robert Sands
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
M.J. Lewis Corp.
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President and
Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President (Principal Executive Officer)
- -------------------------
Jon Moramarco
* Vice President and Treasurer
- ------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
* Director
- -------------------------
Richard Sands
* Director
- -------------------------
Robert Sands
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Mt. Veeder Corporation
By: /s/ Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President and
Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President (Principal Executive Officer)
- -------------------------
Jon Moramarco
* Vice President and Treasurer
- ------------------------- (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer)
* Director
- -------------------------
Richard Sands
* Director
- -------------------------
Robert Sands
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Canandaigua B.V.
By: /s/ Thomas S. Summer
Name: Thomas S. Summer
Title: Authorized Representative
and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* Managing Director (Principal Executive
- ------------------------- Officer)
G.A.L.R. Diepenhorst
/s/ Thomas S. Summer Chief Financial Officer
- ------------------------- (Principal Financial Officer, Principal
Thomas S. Summer Accounting Officer and Authorized
Representative in the United States)
* Managing Director
- -------------------------
Dick Haarsma
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
CBI Australia Holdings Pty Limited
By: /s/ Thomas S. Summer
Name: Thomas S. Summer
Title: Chief Financial Officer
and a Director
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
* Chief Executive Officer and a Director
- ------------------------- (Principal Executive Officer and Authorized
Robert Sands Representative in the United States)
/s/ Thomas S. Summer Chief Financial Officer and a Director
- ------------------------- (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer)
* Director
- -------------------------
Paul Hetterich
* Director
- -------------------------
John Whelan
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Perinton, State of New York on August 19, 2004.
Constellation Australia Pty Limited
By: /s/ Thomas S. Summer
Name: Thomas S. Summer
Title: Chief Financial Officer
and a Director
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on August 19, 2004.
Signature Title
--------- -----
* Chief Executive Officer and a Director
- ------------------------- (Principal Executive Officer and Authorized
Robert Sands Representative in the United States)
/s/ Thomas S. Summer Chief Financial Officer and a Director
- ------------------------- (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer)
* Director
- -------------------------
Paul Hetterich
* Director
- -------------------------
John Whelan
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the CityTown of Fairport,Perinton, State of New
York on November 24, 1999.
Canandaigua Brands,August 19, 2004.
BRL Hardy Investments (USA) Inc.
By: /s/ Richard E. Sands
------------------------------------------
Richard E. SandsThomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Canandaigua Brands, Inc.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President (Principal Executive Officer)
- -------------------------
Perry Humphrey
* Vice President and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s Richard E. Sands
- ----------------------------------------- President, Chief Executive Officer and a November 24, 1999
Richard E. Sands Director (Principal Executive Officer)
/s/ Robert S. Sands
- ----------------------------------------- Executive Vice President, General Counsel November 24, 1999
Robert S. Sands and a Director
/s/ Thomas S. Summer
- ----------------------------------------- Senior Vice President and Chief Financial November 24, 1999
Thomas S. Summer Officer (Principal Financial Officer and
Principal Accounting Officer)
/s/ Thomas C. McDermott
- ----------------------------------------- Director November 24, 1999
Thomas C. McDermott
/s/ James A. Locke, III
- ----------------------------------------- Director November 24, 1999
James A. Locke, III
/s/ Paul L. Smith
- ----------------------------------------- Director November 24, 1999
Paul L. Smith
/s/ George Bresler
- ----------------------------------------- Director November 24, 1999
George Bresler
Treasurer
- ------------------------- (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer)
* Director
- -------------------------
Richard Sands
* Director
- -------------------------
Robert Sands
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the CityTown of Fairport,Perinton, State of New
York on November 24, 1999.
Batavia Wine Cellars,August 19, 2004.
BRL Hardy (USA) Inc.
By: /s/ Ned Cooper
------------------------------------------
Ned Cooper,Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and
appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Batavia Wine Cellars, Inc.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President (Principal Executive Officer)
- -------------------------
Benjamin M. Dollard
* Vice President
- ------------------------- (Principal Financial Officer and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Ned Cooper
- ----------------------------------------- President (Principal Executive Officer) November 24, 1999
Ned Cooper
/s/ Thomas S. Summer
- ----------------------------------------- Treasurer (Principal Financial Officer and November 24, 1999
Thomas S. Summer Principal Accounting Officer)
/s/Principal
Thomas S. Summer Accounting Officer)
* Director
- -------------------------
Richard E. Sands
- ----------------------------------------- Vice President and a Director November 24, 1999
Richard E. Sands
/s/ Robert S. Sands
- ----------------------------------------- Secretary and a Director November 24, 1999
Robert S. Sands
* Director
- -------------------------
Robert Sands
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the CityTown of Chicago,Perinton, State of IllinoisNew
York on November 24, 1999.
Barton IncorporatedAugust 19, 2004.
Pacific Wine Partners LLC
By: /s/ Alexander L. Berk
------------------------------------------
Alexander L. BerkThomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Incorporated) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 19, 2004.
Signature Title
--------- -----
* Chief Executive Officer (Principal Executive
- ------------------------- Officer)
Jose Fernandez
* Vice President and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Alexander L. Berk
- ----------------------------------------- President, Chief Executive Officer and a November 24, 1999
Alexander L. Berk Director (Principal Executive Officer)
/s/ Raymond E. Powers
- ----------------------------------------- Executive Vice President, Treasurer, Assistant November 24 , 1999
Raymond E. Powers Secretary and a Director (Principal Financial
Officer and Principal Accounting Officer)
/s/ Edward L. Golden
- ----------------------------------------- Vice President and a Director November 24 , 1999
Edward L. Golden
/s/ Richard E. Sands
- ----------------------------------------- Vice President and a Director November 24, 1999
Richard E. Sands
/s/ Robert S. Sands
- ----------------------------------------- Vice President and a Director November 24, 1999
Robert S. Sands
/s/ William F. Hackett
- ----------------------------------------- Director November 24, 1999
William F. Hackett
Treasurer
- ------------------------- (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer)
* Director
- -------------------------
Richard Sands
* Director
- -------------------------
Robert Sands
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the CityTown of Chicago,Perinton, State of IllinoisNew
York on November 24, 1999.
Barton Brands, Ltd.August 19, 2004.
Nobilo Holdings
By: /s/ Edward L. Golden
------------------------------------------
Edward L. Golden,Thomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and
appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Brands, Ltd.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 19, 2004.
Signature Title
--------- -----
* Chief Executive Officer and ona Director
- ------------------------- (Principal Executive Officer)
Robert Sands
* Chief Financial Officer and a Director
- ------------------------- (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer and Authorized
Representative in the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Edward L. Golden
- ----------------------------------------- President and a Director (Principal November 24, 1999
Edward L. Golden Executive Officer)
/s/ Raymond E. Powers
- ----------------------------------------- Executive Vice President, Treasurer, November 24, 1999
Raymond E. Powers Assistant Secretary and a Director
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Alexander L. Berk
- ----------------------------------------- Executive Vice President and a Director November 24, 1999
Alexander L. Berk
United States)
* Director
- -------------------------
Paul Hetterich
* Director
- -------------------------
Joseph Stanton
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act, of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the CityTown of Chicago,Perinton, State of IllinoisNew
York on November 24, 1999.
Barton Beers, Ltd.August 19, 2004.
Constellation Trading Company, Inc.
By: /s/ Richard E. Sands
------------------------------------------
Richard E. Sands,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutesThomas D. Roberts
Name: Thomas D. Roberts
Title: Vice President and
appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Beers, Ltd.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 19, 2004.
Signature Title
--------- -----
* President
- ------------------------- (Principal Executive Officer)
Perry Humphrey
* Vice President and Treasurer
- ------------------------- (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer)
* Director
- -------------------------
Richard Sands
* Director
- -------------------------
Robert Sands
*By: /s/ Thomas D. Roberts
Thomas D. Roberts
Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
1(1) Form of Underwriting Agreement
4 Form of Indenture among the Company, as issuer, certain principal
subsidiaries, as Guarantors, and BNY Midwest Trust Company, as
Trustee.
5 Opinion of McDermott Will & Emery LLP
12 Computation of Ratio of Earnings to Fixed Charges and Combined
Fixed Charges and Preferred Stock Dividends
23.1(2) Consent of Arthur Andersen LLP
23.2 Consent of McDermott Will & Emery LLP (included as part of
Exhibit 5)
23.3 Consent of KPMG LLP
24.1(3) Powers of Attorney (included on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Richard E. Sands
- ----------------------------------------- Chief Executive Officer and a Director November 24, 1999
Richard E. Sands (Principal Executive Officer)
/s/ Raymond E. Powers
- ----------------------------------------- Executive Vice President, Treasurer, November 24, 1999
Raymond E. Powers Assistant Secretary and a Director
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Alexander L. Berk
- ----------------------------------------- Executive Vice President and a Director November 24, 1999
Alexander L. Berk
/s/ William F. Hackett
- ----------------------------------------- President and a Director November 24, 1999
William F. Hackett
SIGNATURES
Pursuantsignature pages of this
registration statement)
24.2 Additional Powers of Attorney
25 Statement of Eligibility of Trustee on Form T-1 for the indenture
filed as Exhibit 4 to the requirementsthis registration statement.
(1) To be subsequently filed by amendment or as an exhibit to a Current Report
on Form 8-K.
(2) Omitted in reliance on Rule 437a of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.
Barton Brands of California, Inc.
By: /s/ Alexander L. Berk
------------------------------------------
Alexander L. Berk, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Brands of California Inc.) to sign any or all
amendments (including post-effective amendments and any registration statement
filed pursuant to Rule 462(b)) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Alexander L. Berk
- ----------------------------------------- President and a Director (Principal November 24, 1999
Alexander L. Berk Executive Officer)
/s/ Raymond E. Powers
- ----------------------------------------- Executive Vice President, Treasurer, November 24, 1999
Raymond E. Powers Assistant Secretary and a Director
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Edward L. Golden
- ----------------------------------------- Vice President and a Director November 24, 1999
Edward L. Golden
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.
Barton Brands of Georgia, Inc.
By: /s/ Alexander L. Berk
------------------------------------------
Alexander L. Berk, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Brands of Georgia, Inc.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Alexander L. Berk
- ----------------------------------------- President and a Director (Principal November 24, 1999
Alexander L. Berk Executive Officer)
/s/ Raymond E. Powers
- ----------------------------------------- Executive Vice President, Treasurer, November 24, 1999
Raymond E. Powers Assistant Secretary and a Director
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Edward L. Golden
- ----------------------------------------- Vice President and a Director November 24, 1999
Edward L. Golden
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.
Barton Distillers Import Corp.
By: /s/ Alexander L. Berk
------------------------------------------
Alexander L. Berk, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Distillers Import Corp.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Alexander L. Berk
- ----------------------------------------- President and a Director (Principal November 24, 1999
Alexander L. Berk Executive Officer)
/s/ Raymond E. Powers
- ----------------------------------------- Executive Vice President, Treasurer, November 24, 1999
Raymond E. Powers Assistant Secretary and a Director
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Edward L. Golden
- ----------------------------------------- Director November 24, 1999
Edward L. Golden
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.
Barton Financial Corporation
By: /s/ Raymond E. Powers
------------------------------------------
Raymond E. Powers, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Financial Corporation) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Raymond E. Powers
- ----------------------------------------- President, Secretary and a Director November 24, 1999
Raymond E. Powers (Principal Executive Officer)
/s/ Charles T. Schlau
- ----------------------------------------- Treasurer and a Director November 24, 1999
Charles T. Schlau (Principal Financial Officer and Principal
Accounting Officer)
/s/ Charles B. Campbell, Jr.
- ----------------------------------------- Vice President and a Director November 24, 1999
Charles B. Campbell, Jr.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.
Stevens Point Beverage Co.
By: /s/ James P. Ryan
------------------------------------------
James P. Ryan
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Stevens Point Beverage Co.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ James P. Ryan
- ----------------------------------------- President, Chief Executive Officer and a November 24, 1999
James P. Ryan Director (Principal Executive Officer)
/s/ Raymond E. Powers
- ----------------------------------------- Executive Vice President, Treasurer, November 24, 1999
Raymond E. Powers Assistant Secretary and a Director
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Alexander L. Berk
- ----------------------------------------- Executive Vice President and a Director November 24, 1999
Alexander L. Berk
/s/ William F. Hackett
- ----------------------------------------- Director November 24, 1999
William F. Hackett
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.
Monarch Import Company
By: /s/ James P. Ryan
------------------------------------------
James P. Ryan, Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Monarch Import Company) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ James P. Ryan
- ----------------------------------------- Chief Executive Officer (Principal November 24, 1999
James P. Ryan Executive Officer)
/s/ Raymond E. Powers
- ----------------------------------------- Executive Vice President, Treasurer, November 24, 1999
Raymond E. Powers Assistant Secretary and a Director
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Alexander L. Berk
- ----------------------------------------- President and a Director November 24, 1999
Alexander L. Berk
/s/ William F. Hackett
- ----------------------------------------- Vice President and a Director November 24, 1999
William F. Hackett
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairport, State of New York on November 24, 1999.
Canandaigua Wine Company, Inc.
By: /s/ Jon Moramarco
------------------------------------------
Jon Moramarco
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Canandaigua Wine Company, Inc.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jon Moramarco
- ----------------------------------------- President and Chief Executive Officer November 24, 1999
Jon Moramarco (Principal Executive Officer)
/s/ Thomas S. Summer
- ----------------------------------------- Treasurer (Principal Financial Officer and November 24, 1999
Thomas S. Summer Principal Accounting Officer)
/s/ Robert S. Sands
- ----------------------------------------- Vice President and a Director November 24, 1999
Robert S. Sands
/s/ Richard E. Sands
- ----------------------------------------- Vice President and a Director November 24, 1999
Richard E. Sands
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.
The Viking Distillery, Inc.
By: /s/ Alexander L. Berk
------------------------------------------
Alexander L. Berk, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of The Viking Distillery, Inc.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Alexander L. Berk
- ----------------------------------------- President and a Director (Principal November 24, 1999
Alexander L. Berk Executive Officer)
/s/ Raymond E. Powers
- ----------------------------------------- Executive Vice President, Treasurer, November 24, 1999
Raymond E. Powers Assistant Secretary and a Director
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Edward L. Golden
- ----------------------------------------- Vice President and a Director November 24, 1999
Edward L. Golden
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairport, State of New York on November 24, 1999.
Canandaigua Europe Limited
By: /s/ Douglas Kahle
------------------------------------------
Douglas Kahle, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Canandaigua Europe Limited) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Douglas Kahle
- ----------------------------------------- President (Principal Executive Officer) November 24, 1999
Douglas Kahle
/s/ Thomas S. Summer
- ----------------------------------------- Treasurer (Principal Financial Officer and November 24, 1999
Thomas S. Summer Principal Accounting Officer)
/s/ Richard E. Sands
- ----------------------------------------- Vice President and Director November 24, 1999
Richard E. Sands
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairport, State of New York on November 24, 1999.
Roberts Trading Corp.
By: /s/ Thomas S. Summer
------------------------------------------
Thomas S. Summer, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Roberts Trading Corp.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Thomas S. Summer
- ------------------------------------------ President and Treasurer (Principal
Thomas S. Summer Executive Officer, Principal Financial November 24, 1999
Officer and Principal Accounting Officer)
/s/ Richard E. Sands
- ----------------------------------------- Vice President and a Director November 24, 1999
Richard E. Sands
/s/ Robert S. Sands
- ----------------------------------------- Vice President, Secretary and a Director November 24, 1999
Robert S. Sands
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairport, State of New York on November 24, 1999.
Canandaigua Limited
By: /s/ Robert S. Sands
------------------------------------------
Robert S. Sands, Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Canandaigua Limited) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert S. Sands
- --------------------------------------- Chief Executive Officer and a Director
Robert S. Sands (Principal Executive Officer and November 24, 1999
Authorized Representative in the United
States)
/s/ Thomas S. Summer
- --------------------------------------- Finance Director (Principal Financial November 24, 1999
Thomas S. Summer Officer and Principal Accounting Officer)
/s/ Richard E. Sands
- --------------------------------------- Director November 24, 1999
Richard E. Sands
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairport, State of New York on November 24, 1999.
Polyphenolics, Inc.
By: /s/ Richard Keeley
------------------------------------------
Richard Keeley, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Polyphenolics, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Richard Keeley
- ----------------------------------------- President and Director (Principal November 24, 1999
Richard Keeley Executive Officer)
/s/ Thomas S. Summer
- ----------------------------------------- Vice President and Treasurer (Principal November 24, 1999
Thomas S. Summer Financial Officer and Principal Accounting
Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.
Barton Canada, Ltd.
By: /s/ Alexander L. Berk
------------------------------------------
Alexander L. Berk, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Canada, Ltd.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Alexander L. Berk
- ------------------------------------------- President and a Director (Principal
Alexander L. Berk Executive Officer) November 24, 1999
/s/ Raymond E. Powers
- ------------------------------------------- Executive Vice President, Treasurer, November 24, 1999
Raymond E. Powers Assistant Secretary and a Director
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Edward L. Golden
- ------------------------------------------- Vice President and a Director November 24, 1999
Edward L. Golden
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairport, State of New York on November 24, 1999.
Simi Winery, Inc.
By: /s/ Thomas S. Summer
------------------------------------------
Thomas S. Summer, President and
Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Simi Winery, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Thomas S. Summer
- ------------------------------------------- President, Treasurer and a Director November 24, 1999
Thomas S. Summer (Principal Executive Officer, Principal
Financial Officer and Principal Accounting
Officer)
/s/ Richard E. Sands
- ------------------------------------------- Vice President and a Director November 24, 1999
Richard E. Sands
/s/ Robert S. Sands
- ------------------------------------------- Vice President and a Director November 24, 1999
Robert S. Sands
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Helena, State of California on November 24, 1999.
SCV-EPI Vineyards, Inc.
By: /s/ Jean-Michel Vallete
------------------------------------------
Jean-Michel Valette
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of SCV-EPI Vineyards, Inc.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jean-Michel Valette
- -------------------------------------------- President and Chief Executive Officer November 24, 1999
Jean-Michel Valette (Principal Executive Officer)
/s/ William Skowronski
- ------------------------------------------- Vice President and Chief Financial Officer November 24, 1999
William Skowronski (Principal Financial Officer and Principal
Accounting Officer)
/s/ Richard E. Sands
- ------------------------------------------- Vice President and a Director November 24, 1999
Richard E. Sands
/s/ Robert S. Sands
- ------------------------------------------- Vice President and a Director November 24, 1999
Robert S. Sands
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Helena, State of California on November 24, 1999.
Franciscan Vineyards, Inc.
By: /s/ Jean-Michel Valette
------------------------------------------
Jean-Michel Valette
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Franciscan Vineyards, Inc.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jean-Michel Valette
- ------------------------------------------- President and Chief Executive Officer November 24, 1999
Jean-Michel Valette (Principal Executive Officer)
/s/ William Skowronski
- ------------------------------------------- Vice President and Chief Financial Officer November 24, 1999
William Skowronski (Principal Financial Officer and Principal
Accounting Officer)
/s/ Richard E. Sands
- ------------------------------------------- Vice President and a Director November 24, 1999
Richard E. Sands
/s/ Robert S. Sands
- ------------------------------------------- Vice President and a Director November 24, 1999
Robert S. Sands
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Helena, State of California on November 24, 1999.
Allberry, Inc.
By: /s/ Jean-Michel Valette
------------------------------------------
Jean-Michel Valette
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Allberry, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jean-Michel Valette
- ------------------------------------------- President and Chief Executive Officer November 24, 1999
Jean-Michel Valette (Principal Executive Officer)
/s/ William Skowronski
- ------------------------------------------- Vice President and Chief Financial Officer November 24, 1999
William Skowronski (Principal Financial Officer and Principal
Accounting Officer)
/s/ Richard E. Sands
- ------------------------------------------- Vice President and a Director November 24, 1999
Richard E. Sands
/s/ Robert S. Sands
- ------------------------------------------- Vice President and a Director November 24, 1999
Robert S. Sands
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Helena, State of California on November 24, 1999.
Cloud Peak Corporation
By: /s/ Jean-Michel Valette
------------------------------------------
Jean-Michel Valette
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Cloud Peak Corporation) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jean-Michel Valette
- ------------------------------------------- President and Chief Executive Officer November 24, 1999
Jean-Michel Valette (Principal Executive Officer)
/s/ William Skowronski
- ------------------------------------------- Vice President and Chief Financial Officer November 24, 1999
William Skowronski (Principal Financial Officer and Principal
Accounting Officer)
/s/ Richard E. Sands
- ------------------------------------------- Vice President and a Director November 24, 1999
Richard E. Sands
/s/ Robert S. Sands
- ------------------------------------------- Vice President and a Director November 24, 1999
Robert S. Sands
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Helena, State of California on November 24, 1999.
M.J. Lewis Corp.
By: /s/ Jean-Michel Valette
------------------------------------------
Jean-Michel Valette
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of M.J. Lewis Corp.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jean-Michel Valette
- ------------------------------------------- President and Chief Executive Officer November 24, 1999
Jean-Michel Valette (Principal Executive Officer)
/s/ William Skowronski
- ------------------------------------------- Vice President and Chief Financial Officer November 24, 1999
William Skowronski (Principal Financial Officer and Principal
Accounting Officer)
/s/ Richard E. Sands
- ------------------------------------------- Vice President and a Director November 24, 1999
Richard E. Sands
/s/ Robert S. Sands
- ------------------------------------------- Vice President and a Director November 24, 1999
Robert S. Sands
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Helena, State of California on November 24, 1999.
Mt. Veeder Corporation
By: /s/ Jean-Michel Valette
------------------------------------------
Jean-Michel Valette
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Mt. Veeder Corporation) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jean-Michel Valette
- ------------------------------------------- President and Chief Executive Officer November 24, 1999
Jean-Michel Valette (Principal Executive Officer)
/s/ William Skowronski
- ------------------------------------------- Vice President and Chief Financial Officer November 24, 1999
William Skowronski (Principal Financial Officer and Principal
Accounting Officer)
/s/ Richard E. Sands
- ------------------------------------------- Vice President and a Director November 24, 1999
Richard E. Sands
/s/ Robert S. Sands
- ------------------------------------------- Vice President and a Director November 24, 1999
Robert S. Sands
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Amsterdam, the Netherlands on November 24, 1999.
Canandaigua B.V.
By: /s/ G.A.L.R. Diepenhorst
------------------------------------------
G.A.L.R. Diepenhorst, Managing
Director
By: /s/ E.F. Switters
------------------------------------------
E.F. Switters, Managing Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Canandaigua B.V.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ G.A.L.R. Diepenhorst
- ------------------------------------------- Managing Director (Principal Executive November 24, 1999
G.A.L.R. Diepenhorst Officer)
/s/ E.F. Switters
- ------------------------------------------- Managing Director (Principal Financial November 24, 1999
E.F. Switters Officer and Principal Accounting Officer)
/s/ Thomas S. Summer
- ------------------------------------------- Authorized Representative in the United November 24, 1999
Thomas S. Summer States
Act.
(3) Previously filed.