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): June 4, 1999
------------
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
----------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 218-2169
--------------
-------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 4, 1999, Canandaigua Brands, Inc. (collectively with its
affiliates, the "Company"), acquired all of the issued and outstanding shares of
the capital stock of Franciscan Vineyards, Inc., a Delaware corporation ("FVI"),
for an aggregate adjusted purchase price of $179.6 million. At the time of the
closing of the stock purchase, FVI had outstanding debt, net of cash acquired,
of approximately $28.9 million. The net debt included bank debt and accrued
interest, obligations to FVI affiliates and option obligations, and was
effectively assumed by the Company upon the acquisition of FVI's capital stock.
In addition, the Company purchased vineyards, a winery, equipment and other
vineyard related assets located in Northern California (collectively, the
"Vineyards") for an aggregate purchase price of approximately $30.3 million.
The FVI stock was acquired directly or indirectly from FVI's six
shareholders: Agustin Huneeus, the Vintner Chairman of FVI; his son Agustin
Francisco Huneeus, a Vice President of FVI; three German partnerships owned and
controlled by a German family group; and Jean-Michel Valette, FVI's President
(collectively, the "Sellers"). The Vineyards were purchased from entities that
are affiliated with the Sellers. Immediately prior to the acquisition
transactions, FVI entered into an agreement to sell certain real property, sold
its Quintessa brand and agreed to sell its Quintessa inventory, entered into a
wine processing agreement with respect to the Quintessa brand, entered into
distribution agreements with respect to the Quintessa and Veramonte brands,
consented to the capital stock restructuring of certain of its affiliates, and
entered into certain grape purchase contracts, in each case, with certain of the
Sellers or their affiliates. FVI also entered into employment and consulting
arrangements with certain Sellers who are key employees of FVI. In connection
with the transactions, the Company also agreed to cause FVI to make a
post-closing capital contribution of up to $3.2 million to an entity owned 70%
by FVI and 30% by affiliates of certain of the Sellers.
The consideration for the transaction was determined on an arms-length
basis through negotiations between the Sellers, the Company and their respective
advisors. The purchase price for the FVI stock and Vineyards, as well as the
post-closing capital contribution, was funded with proceeds from loans under a
Second Amended and Restated Credit Agreement, dated as of May 12, 1999, and an
Incremental Facility Loan Agreement (Series A), dated as of May 27, 1999, each
among the Company, a syndicate of lenders and The Chase Manhattan Bank, as
administrative agent for such lenders.
FVI and its subsidiaries own and operate vineyards and produce and
distribute wines in the United States and Chile which sell in the super premium
and ultra premium price categories. The principal brands owned or distributed by
FVI and its subsidiaries include Franciscan Oakville Estate, Mt. Veeder,
Estancia, Veramonte and Quintessa. The Company intends to continue to operate
the businesses of FVI and its subsidiaries.
Prior to the transactions described above, there was no material
relationship between the Sellers or any other officers, directors or
shareholders of FVI or its affiliates and the Company or any of its affiliates,
any director or officer of the Company or any associate of any such director or
officer.
-2-
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not Applicable.
(b) PRO FORMA FINANCIAL INFORMATION. Not Applicable.
(c) EXHIBITS. See Index to Exhibits.
-3-
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: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Senior Vice
President and Chief Financial
Officer
SUBSIDIARIES
BATAVIA WINE CELLARS, INC.
Dated: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Treasurer
CANANDAIGUA WINE COMPANY, INC.
Dated: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Treasurer
CANANDAIGUA EUROPE LIMITED
Dated: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Treasurer
CANANDAIGUA LIMITED
Dated: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Finance Director
(Principal Financial Officer and
Principal Accounting Officer)
POLYPHENOLICS, INC.
Dated: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
ROBERTS TRADING CORP.
Dated: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, President
Treasurer
BARTON INCORPORATED
Dated: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BRANDS, LTD.
Dated: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BEERS, LTD.
Dated: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BRANDS OF CALIFORNIA, INC.
Dated: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BRANDS OF GEORGIA, INC.
Dated: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON DISTILLERS IMPORT CORP.
Dated: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON FINANCIAL CORPORATION
Dated: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
STEVENS POINT BEVERAGE CO.
Dated: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
MONARCH IMPORT COMPANY
Dated: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
THE VIKING DISTILLERY, INC.
Dated: June 21, 1999 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
INDEX TO EXHIBITS
(1) UNDERWRITING AGREEMENT
Not Applicable.
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
2.1 Stock Purchase Agreement, dated April 21, 1999, between Franciscan
Vineyards, Inc., Agustin Huneeus, Agustin Francisco Huneeus, Jean-Michel
Valette, Heidrun Eckes-Chantre Und Kinder Beteiligungsverwaltung II, GbR,
Peter Eugen Eckes Und Kinder Beteiligungsverwaltung II, GbR, Harald
Eckes-Chantre, Christina Eckes-Chantre, Petra Eckes-Chantre and Canandaigua
Brands, Inc. (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 First Amended and Restated Credit Agreement, dated as of November 2, 1998,
between the Company, its principal operating subsidiaries, and certain
banks for which The Chase Manhattan Bank acts as Administrative Agent
(filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated
December 1, 1998 and incorporated herein by reference).
4.2 Second Amended and Restated Credit Agreement, dated as of May 12, 1999,
between the Company, its principal operating subsidiaries, and certain
banks for which The Chase Manhattan Bank acts as Administrative Agent
(filed herewith).
4.3 Incremental Facility Loan Agreement, dated as of May 27, 1999, between
between the Company, its principal operating subsidiaries, and certain
banks for which The Chase Manhattan Bank acts as Administrative Agent
(filed herewith).
(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