Exhibit 99.1
LETTER OF TRANSMITTAL
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MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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By execution of this Letter of Transmittal the undersigned acknowledges
receipt of the prospectus dated _________, 2000 (the "Prospectus") of
Canandaigua Brands, Inc., a Delaware corporation (the "Company"), which,
together with this letter of transmittal and the instructions hereto (the
"Letter of Transmittal"), constitutes 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") pursuant to a registration statement of which the Prospectus is a part,
upon the terms and subject to the conditions set forth in the Prospectus.
Tenders of Old Notes will be accepted only in authorized denominations of
(pound)1,000. Capitalized terms used but not defined herein have the meanings
given to them in the Prospectus.
Because all of the Old Notes are held in book-entry accounts maintained
by the Exchange Agent at DTC, Euroclear or Cedelbank, this Letter of Transmittal
need not be manually executed; PROVIDED, HOWEVER, that tenders of Old Notes must
be effected in accordance with the procedures mandated by DTC's Automated Tender
Offer Program ("ATOP") or by Euroclear or Cedelbank, as the case may be. To
tender Old Notes in this manner, the electronic instructions sent to DTC,
Euroclear or Cedelbank and transmitted to the Exchange Agent must contain the
character by which the participant acknowledges its receipt of and agrees to be
bound by and make all of the representations in this Letter of Transmittal. In
all other cases, a Letter of Transmittal must be manually executed and delivered
to the Exchange Agent in the manner set forth on the final page of this Letter
of Transmittal.
Any questions regarding the Exchange Offer should be addressed to, and
materials relating to the Exchange Offer may be obtained from, Citibank Global
Agency and Trust Services (telephone (44 171) 508-3839).
Delivery of this Letter of Transmittal in a manner or to an address, or
transmission via telegram, telex or facsimile, other than as set forth above
will not constitute a valid delivery.
Ladies and Gentlemen:
Subject to the terms of the Exchange Offer, the undersigned hereby
tenders to the Company the principal amount of Old Notes indicated below.
Subject to, and effective upon, the acceptance for exchange of the principal
amount of Old Notes tendered in accordance with this Letter of Transmittal, the
undersigned sells, assigns and transfers to, or upon the order of, the Company
all right, title and interest in and to the Old Notes tendered hereby. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent its
agent and attorney-in-fact with respect to the Old Notes with full power of
substitution to (i) deliver certificates for such Old Notes to the Company, or
transfer ownership of such Old Notes on the account books maintained by DTC,
Euroclear or Cedelbank, as the case may be, together, in any such case, with all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Company and (ii) present such Old Notes for transfer on the books of the
Company and receive all benefits and otherwise exercise all rights of beneficial
ownership of such Old Notes, all in accordance with the terms of the Exchange
Offer. The power of attorney granted in this paragraph shall be deemed
irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, sell, assign and transfer the Old Notes tendered
hereby and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim when the same are acquired by the Company. The
undersigned also acknowledges that this Exchange Offer is being made in reliance
on an interpretation by the staff of the U.S. Securities and Exchange
Commission, that the New Notes issued in exchange for the Old Notes pursuant to
the Exchange Offer may be offered for resale, resold and otherwise transferred
by holders thereof (other than any such holder that is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such New Notes are acquired in the ordinary course
of such holders' business and such holders have no arrangement with any person
to participate in the distribution of such New Notes. If the undersigned is not
a broker-dealer, the undersigned represents that it is not engaged in, and does
not intend to engage in, a distribution of New Notes. If the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, the undersigned represents that such Old Notes were acquired as a
result of market-making activities and acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such New Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
The undersigned represents that (i) the New Notes acquired pursuant to
the Exchange Offer are being obtained in the ordinary course of business of the
person receiving such New Notes, whether or not such person is the undersigned,
(ii) neither the undersigned 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 undersigned 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 undersigned nor any such other person is engaged in or
intends to participate in the distribution of such New Notes and (iv) neither
the undersigned nor any such other person is an "affiliate" of the Company
within the meaning of Rule 405 of the Securities Act or, if the undersigned is
an affiliate, that the undersigned will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the assignment and transfer of the Old Notes tendered
hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Old Notes when, as and if the Company has given
written notice thereof to the Exchange Agent and complied with the applicable
provisions of the registration rights agreement. If any tendered Old Notes are
not accepted for exchange pursuant to the Exchange Offer for any reason or if
Old Notes are submitted for a greater principal amount than the holder desires
to exchange, such unaccepted or non-exchanged Old Notes will be credited by
book-entry transfer to the account at DTC, Euroclear or Cedelbank from which
they were tendered as promptly as practicable after the expiration or
termination of the Exchange Offer.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, successors, and
assigns.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offer-Procedures for
Tendering Old Notes" in the Prospectus and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer.
THE BRACKETED INFORMATION IS REQUESTED BUT IS NOT REQUIRED. All other
questions must be answered unless otherwise indicated. Only one offer may be
submitted by or on behalf of each beneficial holder owner of Old Notes.
[Name of Beneficial Owner:
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Contact Person
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Address
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Telephone (with international dialing code)
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Facsimile (with international dialing code)
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PRINCIPAL AMOUNT TENDERED
Bond Description Series CUSIP ISIN Common Code Principal Amount
8 1/2% Senior Notes due 2009 144A 137219AF8 US137219AF83 010445744 ___________
8 1/2% Senior Notes due 2009 REG S [none] XS0104457444 10454744 ___________
1. Company Name of Direct Participant in Euroclear,
Cedelbank or DTC signing:
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Contact Person
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Address
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Telephone (with international dialing code)
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Facsimile (with international dialing code)
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2. Name of Clearing System (Euroclear, Cedelbank or
DTC) where Old Notes are held:
Account Number at Clearing System
referred to above where Old
Notes are held:
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/_/ CHECK HERE AND FILL IN THE NAME AND ADDRESS FOR DELIVERY IF
YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:
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Address:
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PLEASE SIGN HERE
This Letter of Transmittal must be signed by the holder(s) of the Old
Notes exactly as their name(s) appears(s) on a security position listing as the
owner of Old Notes. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below
under "Capacity" and submit evidence satisfactory to the Company of such
person's authority to so act. See Instruction 3 herein.
x Date:
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x Date:
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Signature(s) of Holder(s) or
Authorized Signatory
Name(s): Address:
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(Please print) (including zip code or postal code)
Capacity(ies): Telephone (with international
------------------------- dialing code):
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Taxpayer Identification No(s):
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES. The method of
delivery of this Letter of Transmittal, the tendered Old Notes, and all other
required documents to the Exchange Agent is at the election and risk of the
holders and, except as otherwise provided below, the delivery will be deemed
made only when actually received by the Exchange Agent or DTC, Euroclear, or
Cedelbank in the case of electronically delivered Old Notes. Instead of delivery
by mail, it is recommended that an overnight or hand delivery service be used.
In all cases, sufficient time should be allowed to assure timely delivery. No
Letter of Transmittal or Old Notes should be sent to the Company.
2. PARTIAL TENDERS. If less than all of the Old Notes evidenced by a
submitted certificate are to be tendered, the tendering holder(s) should fill in
the aggregate principal amount of Old Notes to be tendered in the box above
entitled "Principal Amount Tendered." ALL OF THE OLD NOTES HELD BY A TENDERING
HOLDER WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.
3. SIGNATURES IN A FIDUCIARY OR REPRESENTATIVE CAPACITY. If this Letter
of Transmittal (or copy hereof) is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and unless waived by the Company, evidence satisfactory
to the Company of their authority to so act must be submitted with this Letter
of Transmittal.
4. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Notes pursuant to the Exchange Offer.
5. WAIVER OF CONDITIONS. The Company reserves the absolute right to
amend, waive, or modify specified conditions in the Exchange Offer in the case
of any Old Notes tendered.
6. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or Old
Notes will be resolved by the Company, whose determination will be final and
binding. The Company reserves the absolute right to reject any or all Letters of
Transmittal or tenders that are not in proper form or the acceptance of which
would, in the opinion of the Company's counsel, be unlawful. The Company also
reserves the absolute right to waive any irregularities or conditions of tender
as to the particular Old Notes covered by any Letter of Transmittal or tendered
pursuant to such Letter of Transmittal. None of the Company, the Exchange Agent
or any other person will be under any duty to give notification of any defects
or irregularities in tenders or incur any liability for failure to give any such
notification. The Company's interpretation of the terms and conditions of the
Exchange Offer shall be final and binding.
The Exchange Agent for the Exchange Offer is:
CITIBANK, N.A.
By Facsimile: By Overnight Courier, by Hand or by Mail:
Citibank N.A. Citibank N.A.
Attention: Global Agency and Attention: Global Agency and
Trust Services-Operations Trust Services-Operations
Reference: Canandaigua Exchange Offer Reference: Canandaigua Exchange Offer
Fax No. (44 171) 508-3876 P.O. Box 18055
(For Eligible Institutions Only) 5 Carmelite Street
London EC4Y 0PA