UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 12, 2004
The Chalone Wine Group, Ltd.
(Exact name of Registrant as Specified in its Charter)
| California | 0-13406 | 94-1696731 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
621 Airpark Road, Napa, California 94558
Registrant’s telephone number, including area code: (707) 254-4200
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 Regulation FD Disclosure. | ||||||||
| Item 8.01 Other Events. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
Item 7.01 Regulation FD Disclosure; Item 8.01 Other Events.
On December 13, 2004, The Chalone Wine Group, Ltd. (the “Company”) issued a press release announcing that it had received an acquisition proposal to acquire the Company from a company with significant wine operations, in a transaction in which the shareholders of the Company would receive $13.75 per share in cash plus continued wine benefits in exchange for their existing shares of common stock of the Company. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (c) | Exhibits. |
| 99.1 | Press release issued by the Registrant, dated December 13, 2004 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Chalone Wine Group, Ltd. | ||||
| Date: December 13, 2004 | By: | /s/ Shawn Conroy Blom | ||
| Shawn Conroy Blom | ||||
| Chief Financial Officer | ||||
