SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): April 22, 1999
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COMMISSION FILE NUMBER 0-7570
DELAWARE CANANDAIGUA BRANDS, INC. 16-0716709
AND ITS SUBSIDIARIES:
NEW YORK BATAVIA WINE CELLARS, INC. 16-1222994
NEW YORK CANANDAIGUA WINE COMPANY, INC. 16-1462887
NEW YORK CANANDAIGUA EUROPE LIMITED 16-1195581
ENGLAND AND WALES CANANDAIGUA LIMITED ---
NEW YORK POLYPHENOLICS, INC. 16-1546354
NEW YORK ROBERTS TRADING CORP. 16-0865491
DELAWARE BARTON INCORPORATED 36-3500366
DELAWARE BARTON BRANDS, LTD. 36-3185921
MARYLAND BARTON BEERS, LTD. 36-2855879
CONNECTICUT BARTON BRANDS OF CALIFORNIA, INC. 06-1048198
GEORGIA BARTON BRANDS OF GEORGIA, INC. 58-1215938
NEW YORK BARTON DISTILLERS IMPORT CORP. 13-1794441
DELAWARE BARTON FINANCIAL CORPORATION 51-0311795
WISCONSIN STEVENS POINT BEVERAGE CO. 39-0638900
ILLINOIS MONARCH IMPORT COMPANY 36-3539106
GEORGIA THE VIKING DISTILLERY, INC. 58-2183528
(State or other (Exact name of registrant as (I.R.S. Employer
jurisdiction of specified in its charter) Identification
incorporation or No.)
organization)
300 WillowBrook Office Park, Fairport, New York 14450
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 218-2169
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Canandaigua Brands, Inc. released on April 22, 1999 the following
announcement:
CANANDAIGUA BRANDS MAKES MAJOR FINE WINE ACQUISITION
FAIRPORT, NY, APRIL 22, 1999 -- Canandaigua Brands, Inc. (Nasdaq: CBRNA and
CBRNB), announced today that it has signed a definitive agreement to purchase
Franciscan Estates. This acquisition, together with the pending purchase of Simi
Winery in Sonoma County, positions Canandaigua as a major player in the premium
wine market. The Franciscan and Simi properties will be managed together as a
separate division of Canandaigua Brands. The Franciscan portfolio of wine
properties includes Franciscan Oakville Estate (Napa Valley), Estancia (Monterey
and Alexander Valley) and Mt. Veeder (Napa Valley); the distribution rights to
Veramonte (Casablanca Valley, Chile) and Quintessa (Napa Valley); nearly 1600
acres of vineyards in the prestigious Napa Valley, Alexander Valley and Monterey
appellations of California; as well as a joint venture for the Veramonte winery,
brand and 1100 acre estate vineyard in Chile's premier appellation, the
Casablanca Valley.
Richard Sands, President and Chief Executive Officer of Canandaigua Brands,
stated, "The Franciscan, Estancia, Mt. Veeder, Veramonte and Quintessa
properties are some of the most prestigious and fastest-growing in the
marketplace. Together with our pending purchase of Simi Winery, the Franciscan
properties will give us a major stake in the rapidly-growing premium wine
market. We believe that this category will continue to grow at impressive rates
in the years to come, and that estate wines - those that come from specific
vineyards - will be the most sought-after by consumers. The combined Franciscan
and Simi businesses will be a separate division managed by the Franciscan
Estates team, independent of our other wine operations."
Mr. Sands added, "We are especially pleased that Agustin Huneeus has agreed
to continue as the Vintner Chairman of Franciscan and our joint venture partner
in Chile. We will retain the entire Franciscan Estates and Simi teams under the
leadership of Franciscan President and CEO Jean-Michel Valette. These teams have
been integral to the establishment of the properties' impressive reputations for
consistent quality and artistry. Equally important, the Franciscan Estates sales
and marketing organization, headed by Agustin Francisco Huneeus, will add the
Simi line to their portfolio of estates."
Agustin Huneeus stated, "I am very gratified that Franciscan will be part
of the Canandaigua family. The vision and resources of this very successful
company will help to assure Franciscan's aggressive growth and success.
Moreover, Richard and I share the philosophy that the greatest wines must come
from great vineyards; the Simi acquisition is testament to that. With the
addition of the Simi estate vineyards and Canandaigua's recently developed
vineyards in Monterey, we will have access to almost 5000 acres of grapes in the
best growing regions of the world. These vineyards provide the grape resources
needed to grow our vineyard-based wine programs. This, along with our strong
sales force and distribution network, makes certain that Franciscan Estates will
continue to be one of the most important fine wine companies in the world."
The purchase price for Franciscan and related assets is approximately $220
million, plus the assumption of approximately $20 million in net debt at
closing. Franciscan's 1998 sales were approximately $50 million on volume of
approximately 600,000 cases. Sales have grown at an annual rate of more than 17
percent since 1995, and more rapidly in the last year. Estimated pro forma cash
flow, as measured by earnings before interest, taxes, depreciation and
amortization, was approximately $20 million for 1998.
The transaction is expected to be financed through the Company's bank
credit facility. Completion of the transaction is subject to the satisfaction of
customary closing conditions.
Canandaigua Brands, Inc., headquartered in Fairport, New York, is a leading
producer and marketer of beverage alcohol brands in the United States and the
United Kingdom. As the second largest supplier of wine, the second largest
importer of beers and the fourth largest supplier of distilled spirits,
Canandaigua Brands is the largest single-source supplier of these products in
the United States. In the United Kingdom, Canandaigua Brands is a leading
provider of wine and cider, as well as the premier independent wholesaler of
beverage alcohol products.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CANANDAIGUA BRANDS, INC.
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Senior Vice
President and Chief Financial
Officer
SUBSIDIARIES
BATAVIA WINE CELLARS, INC.
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA WINE COMPANY, INC.
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA EUROPE LIMITED
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA LIMITED
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Director
(Principal Financial Officer and
Principal Accounting Officer)
POLYPHENOLICS, INC.
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
ROBERTS TRADING CORP.
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
BARTON INCORPORATED
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS, LTD.
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BEERS, LTD.
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS OF CALIFORNIA, INC.
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS OF GEORGIA, INC.
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON DISTILLERS IMPORT CORP.
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON FINANCIAL CORPORATION
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
STEVENS POINT BEVERAGE CO.
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
MONARCH IMPORT COMPANY
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
THE VIKING DISTILLERY, INC.
Dated: April 23, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
INDEX TO EXHIBITS
(1) UNDERWRITING AGREEMENT
Not Applicable.
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
Not Applicable.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
Not Applicable.
(16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
Not Applicable.
(17) LETTER RE DIRECTOR RESIGNATION
Not Applicable.
(20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
Not Applicable.
(23) CONSENTS OF EXPERTS AND COUNSEL
Not Applicable.
(24) POWER OF ATTORNEY
Not Applicable.
(27) FINANCIAL DATA SCHEDULE
Not Applicable.
(99) ADDITIONAL EXHIBITS
None