Exhibit 99.2
CANANDAIGUA BRANDS, INC.
Offer to Exchange
8 1/2% Senior Notes due 2009
for
8 1/2% Series B Senior Notes due 2009
Pursuant to the Prospectus dated __________, 2000
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON,
___________, ___________, 2000, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS
MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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__________, 2000
To Registered Holders:
We are enclosing herewith the material listed below relating to the
offer (the "Exchange Offer") by Canandaigua Brands, Inc., a Delaware corporation
(the "Company"), to exchange (pound)75,000,000 of 8 1/2% Series B Senior Notes
due 2009 (the "New Notes") that have been registered under the U.S. Securities
Act of 1933 for (pound)75,000,000 of its outstanding 8 1/2% Senior Notes due
2009 (the "Old Notes") upon the terms and subject to the conditions set forth in
the Prospectus dated ___________,2000 and the related Letter of Transmittal.
Enclosed herewith are copies of the following documents:
1. Prospectus;
2. Letter of Transmittal;
3. Instruction to Registered Holder from Beneficial Owner; and
4. Letter which may be sent to your clients for whose account you hold
Old Notes registered in your name or the name of your nominee, to accompany the
instruction form referred to above, for obtaining such clients' instructions
with regard to the Exchange Offer.
We urge you to contact you clients promptly. Please note that the
Exchange Offer will expire at 5:00 p.m. New York City time (10:00 p.m. London
time) on ________________, 2000 unless extended by the Company in its sole
discretion. Please also note that guaranteed delivery of Old Notes is not
available.
The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) any New Notes acquired pursuant to the
Exchange Offer will be obtained in the ordinary course of business of the person
receiving such New Notes, whether or not such person is such holder, (ii)
neither the holder of Old Notes nor any other person has an arrangement or
understanding with any person to participate in the distribution of such New
Notes, (iii) if the holder is not a broker-dealer, or is a broker-dealer but
will not receive New Notes for its own account in exchange for Old Notes,
neither the holder nor any such other person is engaged in or intends to
participate in the distribution of such New Notes and (iv) neither the holder
nor any such other person is an "affiliate" of the Company within the meaning of
Rule 405 of the Securities Act or, if such holder is an affiliate, that such
holder will comply with the registration and prospectus delivery requirements of
the Securities Act to the extent applicable. By so acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes, the undersigned
is not deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
The enclosed Instruction to Registered Holder from Beneficial Owner
contains an authorization by the beneficial owner of the Old Notes for you to
make the foregoing representations.
The Company will not pay any fee or commission to any broker or dealer
or to any other persons (other than the Exchange Agent for the Exchange Offer)
in connection with the solicitation of tenders of Old Notes pursuant to the
Exchange Offer. The Company will pay all transfer taxes, if any, applicable to
the exchange of Old Notes pursuant to the Exchange Offer, on the transfer of Old
Notes to it.
Any questions regarding the Exchange Offer should be addressed to, and
additional copies of the enclosed materials may be obtained from, Citibank
Global Agency and Trust Services (telephone (44 171) 508-3839).
Very truly yours,
Canandaigua Brands, Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU THE AGENT OF THE COMPANY, THE EXCHANGE AGENT OR ANY OTHER PERSON, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF THE COMPANY IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED HEREIN.