Exhibit 99.3
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MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.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 Our Clients:
Enclosed for your consideration is a prospectus dated ________, 2000
(the "Prospectus") and the related letter of transmittal (the "Letter of
Transmittal") relating to the offer (the "Exchange Offer") of 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") pursuant to a registration statement of which the Prospectus is a part,
upon the terms and subject to the conditions described in the Prospectus and the
Letter of Transmittal. The Exchange Offer is being made in order to satisfy
certain obligations of the Company contained in the registration rights
agreement, dated November 17, 1999, between the Company and J.P. Morgan
Securities Ltd. in respect of the Old Notes.
This material is being forwarded to you as the beneficial owner of the
Old Notes carried by us in your account but not registered in your name. A
tender of such Old Notes may only be made by us as the holder of record and
pursuant to your instructions.
Accordingly, we request instructions as to whether you wish us to
tender on your behalf the Old Notes held by us for your account, pursuant to the
terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. 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. Any Old Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time before the Expiration Date.
If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the enclosed instruction form. THE
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE
USED DIRECTLY BY YOU TO TENDER OLD NOTES.
INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER
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
To Registered Holder:
The undersigned hereby acknowledge(s) receipt of the prospectus dated
____________, 2000 (the "Prospectus") of Canandaigua Brands, Inc., a Delaware
corporation (the "Company"), and accompanying letter of transmittal (the "Letter
of Transmittal") that together constitute the Company's offer (the "Exchange
Offer") 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"). Capitalized terms used but not defined have the meanings ascribed
to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be
taken by you relating to the Exchange Offer with respect to the Old Notes held
by you for the account of the undersigned.
The aggregate face amount of the Old Notes held by you for the account
of the undersigned is (fill in amount):
(pound) of 8 1/2% Senior Notes due 2009.
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With respect to the Exchange Offer, the undersigned hereby instructs
you (check the appropriate box):
/_/ To TENDER the Old Notes held by you for the account of the
undersigned (insert principal amount of Old Notes to be tendered
(if any)):
(pound) of 8 1/2% Senior Notes due 2009.
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/_/ NOT TO TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender Old Notes held by you for
the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, 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 the registered 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 delivery 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.
SIGN HERE
Name of beneficial owner(s) (please print):
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Signature(s):
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Address:
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Telephone (with international dialing code):
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Taxpayer Identification or Social Security/Employer Identification Number,
if applicable:
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Date:
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