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 9, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 9, 1999, Canandaigua Brands, Inc., through a wholly-owned
subsidiary (collectively with Canandaigua Brands, Inc. and its other affiliates,
the "Company"), acquired several well-known Canadian whisky brands from
affiliates of Diageo plc in an asset acquisition. The principal brands acquired
were Black Velvet, Golden Wedding, OFC, Schenley, MacNaughton, McMaster's and
Triple Crown. Other brands were also acquired. The assets acquired in the
transaction were the intellectual property associated with the acquired brands;
two production facilities in Canada; equipment and fixtures used in connection
with the acquired brands; case goods and bulk whisky inventories; and other
assets associated with the acquired brands. In connection with the transaction,
the Company also entered into multi-year agreements with the Sellers (as defined
below) pursuant to which the Company will provide packaging and distilling
services for various brands retained by the Sellers.
The purchased assets were acquired from Diageo Inc., a Delaware
corporation, UDV Canada Inc., a Canadian corporation, and United Distillers
Canada Inc., a Canadian corporation (collectively, the "Sellers"). The base
purchase price for the acquired assets was $185.5 million. There will be a
post-closing purchase price adjustment based on the book value of the purchased
fixed assets and inventory as of the closing date, together with the amount of
certain liabilities of the Sellers assumed by the Company in connection with the
acquisition. The consideration for the transaction was determined on an
arms-length basis through an auction process and subsequent negotiations between
the Sellers, the Company and their respective advisors. The purchase price paid
on the closing date was funded with proceeds from the sale of Canandaigua
Brands, Inc.'s 8 1/2% Senior Subordinated Notes due 2009 in an underwritten
offering.
The purchased assets include two distilleries and related plant and
equipment. The distilleries are located in Lethbridge, Alberta, Canada and
Valleyfield, Quebec, Canada. These facilities were used by the Sellers to
produce, store, distribute and sell distilled spirits. The Company presently
intends to continue to operate the facilities for such purposes.
Prior to the transactions described above, there was no material
relationship between the Sellers and the Company, any director or officer of the
Company or any associate of any such director or officer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. At the time of the filing
of this Report, it is impracticable to provide the financial
statements required by Regulation S-X. The required financial
statements will be filed by the Registrant on Form 8-K/A, as soon as
practicable, but not later than June 25, 1999.
(b) PRO FORMA FINANCIAL INFORMATION. At the time of the filing of this
Report, it is impracticable to provide the pro forma financial
information required by Regulation S-X. The required pro forma
financial information will be filed by the Registrant on Form 8-K/A,
as soon as practicable, but not later than June 25, 1999.
(c) EXHIBITS. See Index to Exhibits.
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 26, 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 26, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA WINE COMPANY, INC.
Dated: April 26, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA EUROPE LIMITED
Dated: April 26, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA LIMITED
Dated: April 26, 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 26, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
ROBERTS TRADING CORP.
Dated: April 26, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
BARTON INCORPORATED
Dated: April 26, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS, LTD.
Dated: April 26, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BEERS, LTD.
Dated: April 26, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS OF CALIFORNIA, INC.
Dated: April 26, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS OF GEORGIA, INC.
Dated: April 26, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON DISTILLERS IMPORT CORP.
Dated: April 26, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON FINANCIAL CORPORATION
Dated: April 26, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
STEVENS POINT BEVERAGE CO.
Dated: April 26, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
MONARCH IMPORT COMPANY
Dated: April 26, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
THE VIKING DISTILLERY, INC.
Dated: April 26, 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
Asset Purchase Agreement dated as of February 21, 1999 by and among Diageo
Inc., UDV Canada Inc., United Distillers Canada Inc. and the Company
(including a list briefly identifying the contents of all omitted schedules
thereto (filed herewith)). The Company will furnish supplementally to the
Commission, upon request, a copy of any omitted schedule.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
4.1 Indenture with respect to 8 1/2% Senior Subordinated Notes due 2009, dated
as of February 25, 1999, among the Company, as issuer, its principal
operating subsidiaries, as Guarantors, and Harris Trust and Savings Bank,
as Trustee (filed as Exhibit 99.1 to the Company's Current Report on Form
8-K dated February 25, 1999 and incorporated herein by reference).
4.2 Supplemental Indenture No. 1, dated as of February 25, 1999, by and among
the Company, as Issuer, its principal operating subsidiaries, as
Guarantors, and Harris Trust and Savings Bank, as Trustee (filed as Exhibit
99.2 to the Company's Current Report on Form 8-K dated February 25, 1999
and incorporated herein by reference.)
(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