As filed with the Securities and Exchange Commission on November 19, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DELAWARE CANANDAIGUA BRANDS, INC. 16-0716709
AND ITS SUBSIDIARY GUARANTORS
NEW YORK BATAVIA WINE CELLARS, INC. 16-1222994
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
NEW YORK CANANDAIGUA WINE COMPANY, INC. 16-1462887
GEORGIA THE VIKING DISTILLERY, INC. 58-2183528
__________________ ___________________________________ _____________________
(State or other (Exact name of registrant as (I.R.S Employer
jurisdiction specified in its charter) Identification No.)
of incorporation
or organization)
235 NORTH BLOOMFIELD ROAD
CANANDAIGUA, NEW YORK 14424
(716) 393-4130
(Address, including zip code, and telephone number,
including area code, of registrants' principal executive offices)
ROBERT SANDS, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
CANANDAIGUA BRANDS, INC.
235 NORTH BLOOMFIELD ROAD
CANANDAIGUA, NEW YORK 14424
(716) 393-4130
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________________
COPY TO:
BERNARD S. KRAMER, ESQ.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606-5096
___________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
___________________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /__/
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /__/
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /__/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X /
__________________
CALCULATION OF REGISTRATION FEE
Proposed
maximum Amount of
Title of each class of aggregate registration
securities to be registered(1) offering price fee(2)
Debt Securities . . . . . . . . . . . . .
Guarantees of the Debt Securities(3) . .
Preferred Stock, $0.01 par value . . . . $300,000,000 $90,910
Depositary Shares representing Preferred Stock
Class A Common Stock, $.01 par value . .
(1) This Registration Statement includes such presently indeterminate number of Securities (as defined herein) as may be
issuable from time to time upon conversion or exchange of the Securities being registered hereunder. Securities may be
issued in U.S. dollars or the equivalent thereof in foreign currency or currency units.
(2) The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended, and
reflects the offering price rather than the principal amount of any Debt Securities issued at a discount.
(3) No separate consideration will be received for the Guarantees of the Debt Securities.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
_________________________
SUBJECT TO COMPLETION, DATED NOVEMBER 19, 1997
PROSPECTUS
$300,000,000
CANANDAIGUA BRANDS, INC.
DEBT SECURITIES, PREFERRED STOCK AND CLASS A COMMON STOCK
Canandaigua Brands, Inc. (the "Company") may offer, sell and issue from
time to time (i) its debt securities ("Debt Securities"), (ii) shares of its
Preferred Stock, par value $.01 per share ("Preferred Stock"), which may be
represented by depositary shares ("Depositary Shares") as described herein,
(iii) shares of its Class A Common Stock, par value $.01 per share ("Class A
Common Stock"), or (iv) any combination of the foregoing for proceeds of up to
$300,000,000. The Debt Securities may be guaranteed (the "Guarantees") by
substantially all of the direct and indirect wholly-owned subsidiaries of the
Company; provided that if any Registrants, other than the Company, guarantee any
of the Debt Securities, all of the Registrants then existing will guarantee such
Debt Securities (such subsidiaries are collectively referred to as the
"Guarantors"). The Debt Securities, Preferred Stock, Class A Common Stock and
the Guarantees are herein collectively referred to as the "Securities."
The Securities may be offered in one or more separate classes or series, in
amounts, at prices and on terms to be determined by market conditions at the
time of sale and to be set forth in a supplement or supplements to this
Prospectus (a "Prospectus Supplement"). Any Securities may be offered with
other Securities or separately. Securities may be sold for U.S. dollars,
foreign currency or currency units; amounts payable with respect to any
Securities may likewise be payable in U.S. dollars, foreign currency or currency
units, in each case, as the Company designates. Debt Securities may be
convertible and/or exchangeable for Securities or other securities or rights.
Certain terms of any Debt Securities in respect of which this Prospectus is
being delivered will be set forth in the accompanying Prospectus Supplement
including, where applicable, the specific designation (including whether senior,
senior subordinated or subordinated and whether or not convertible and/or
exchangeable), aggregate principal amount, purchase price, maturity, interest
rate (which may be fixed, floating or adjustable) and time of and method of
calculating payment of interest (if any), terms (if any) for the redemption,
conversion or exchange thereof, listing (if any) on The Nasdaq Stock Market,
Inc. or a securities exchange, and any other specific terms of the Debt
Securities. Debt Securities of a series may be issued in whole or in part in
the form of one or more permanent or temporary global securities. Certain terms
of any Preferred Stock in respect of which this Prospectus is being delivered
will be set forth in an accompanying Prospectus Supplement, including the
specific designation, number of shares, purchase price and the rights,
preferences and privileges thereof and any qualifications or restrictions
thereon (including dividends, liquidation value, voting rights, terms for
redemption, conversion or exchange thereof and any other specific terms of the
Preferred Stock), listing, if any, on The Nasdaq Stock Market, Inc. or a
securities exchange and whether the Company has elected to offer the Preferred
Stock in the form of depositary shares. Certain terms of the Class A Common
Stock, including the aggregate number of shares offered and the public offering
price, will be included in a Prospectus Supplement. The Class A Common Stock is
quoted on the Nasdaq National Market System.
The Securities may be sold on a negotiated or competitive bid basis to or
through underwriters or dealers designated from time to time or to other
purchasers directly or through agents designated from time to time. Certain
terms of the offering and sale of the Securities, including, where applicable,
the names of the underwriters, dealers or agents, if any, the principal amount
of Debt Securities or number of shares to be purchased, the purchase price of
the Securities and the proceeds to the Company from such sale, and any
applicable commissions, discounts and other items constituting compensation of
such underwriters, dealers or agents, will also be set forth in the accompanying
Prospectus Supplement. See "Plan of Distribution."
This Prospectus may not be used to consummate sales of Securities unless it
is accompanied by a Prospectus Supplement.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED
HEREBY.
____________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
___________________________________________
The date of this Prospectus is _______________, 1997.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
CERTAIN PERSONS, INCLUDING THE UNDERWRITERS, PARTICIPATING IN THE OFFERINGS
MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE
PRICE OF THE SECURITIES INCLUDING OVER-ALLOTMENTS, STABILIZING BIDS, AND
SYNDICATE SHORT COVERING TRANSACTIONS ON THE NASDAQ NATIONAL MARKET SYSTEM OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
FOR A DESCRIPTION OF THESE ACTIVITIES SEE "UNDERWRITING."
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices at Seven World Trade
Center, Suite 1300, New York, New York 10048 and at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission also maintains a World Wide Web site on the Internet
(http://www.sec.gov) from which such reports, proxy statements and other
information may be obtained. In addition, reports, proxy statements and other
information concerning the Company may be inspected at the offices of the NASDAQ
National Market, 1735 K Street, N.W., Washington, D.C. 20006.
The Company and the Guarantors have filed a Registration Statement on Form
S-3 (together with all amendments, schedules and exhibits thereto, the
"Registration Statement") with the Commission in Washington, D.C., in accordance
with the provisions of the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the securities offered hereby. As permitted by the rules
and regulations of the Commission, this Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. Statements contained herein concerning the provisions of
documents filed with, or incorporated by reference in, the Registration
Statement are not necessarily complete and each such statement is hereby
qualified in its entirety by reference to the copy of the applicable documents
filed with the Commission. The Registration Statement and the exhibits thereto
may be inspected without charge at the offices of the Commission or copies
thereof may be obtained at prescribed rates from the Public Reference Section of
the Commission at the address set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1997;
(2) the Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended May 31, 1997 and August 31, 1997; and
(3) the Company's Current Report on Form 8-K dated August 28, 1997.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to termination of the offering of the securities offered
hereby shall be deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the date of filing of such documents. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus will be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
A copy of any and all of the documents incorporated herein by reference
(other than exhibits unless such exhibits are specifically incorporated by
reference into any such document) will be provided without charge to any person,
including a beneficial owner, to whom a copy of this Prospectus is delivered,
upon written or oral request. Requests should be directed to Canandaigua
Brands, Inc., Attention: Robert S. Sands, Secretary, 235 North Bloomfield Road,
New York 14424; telephone number (716) 393-4130.
THE COMPANY
The Company is a leading producer and marketer of branded beverage alcohol
products, with over 125 national and regional brands which are distributed by
over 1,400 wholesalers throughout the United States and in selected
international markets.
The Company is a Delaware corporation organized in 1972 as the successor to
a business founded in 1945 by Marvin Sands, Chairman of the Board of the
Company. The Company, together with the Guarantors comprise substantially all
of the operations, business and assets of the Company. The executive offices of
the Company and the Guarantors are located at 235 North Bloomfield Road,
Canandaigua, New York 14424, and the telephone number is (716) 393-4130.
THE GUARANTORS
The Guarantors are the following subsidiaries: Batavia Wine Cellars, Inc.,
Barton Incorporated, Barton Brands, Ltd., Barton Beers, Ltd., Barton Brands of
California, Inc., Barton Brands of Georgia, Inc., Barton Distillers Import
Corp., Barton Financial Corporation, Stevens Point Beverage Co., Monarch Import
Company, Canandaigua Wine Company, Inc. and The Viking Distillery, Inc. All of
the Guarantors are direct or indirect wholly-owned subsidiaries of the Company.
If so provided in a Prospectus Supplement, each of the Guarantors would fully
and unconditionally guarantee on a joint and several basis the Company's
obligations under the Debt Securities, subject (a) to any subordination
provisions described in the Prospectus Supplement, and (b) in the case of the
Guarantees generally, to such Guarantee not constituting or resulting in a
violation of any applicable fraudulent conveyance or similar law of any relevant
jurisdiction, in which case, the liability of the Guarantor under its Guarantee
will be reduced to the maximum amount, after giving effect to all other
contingent and fixed liabilities of such Guarantor (which generally consists of
indebtedness and other obligations of such Guarantor, including trade payables),
permissible under applicable fraudulent conveyance or similar law.
RISK FACTORS
A PROSPECTIVE PURCHASER OF THE SECURITIES OFFERED HEREBY SHOULD GIVE
CAREFUL CONSIDERATION TO THE FOLLOWING RISK FACTORS.
GENERAL DECLINE IN CONSUMPTION OF BEVERAGE ALCOHOL PRODUCTS
The beverage alcohol industry in the United States consists of the
production, importation, marketing and distribution of beer, wine and distilled
spirits products. The overall per capita consumption of beverage alcohol
products by adults (ages 21 and over) has declined substantially over the past
twenty years. These declines have been caused by a variety of factors
including: increased concern about the health consequences of consuming
beverage alcohol products and about drinking and driving; a trend toward a
healthier diet including lighter, lower calorie beverages such as diet soft
drinks, juices and sparkling water products; the increased activity of anti-
alcohol consumer groups; an increase in the minimum drinking age from 18 to 21
in various states; and increased Federal and state excise taxes.
EXCISE TAXES AND GOVERNMENT REGULATIONS
The Federal government and individual states impose excise taxes on
beverage alcohol products in varying amounts which have been subject to change.
Increases in excise taxes on beverage alcohol products, if enacted, could
materially and adversely affect the Company's financial condition or results of
operations. In addition, the beverage alcohol products industry is subject to
extensive regulation by state and Federal agencies. The Federal Bureau of
Alcohol, Tobacco and Firearms and the various state liquor authorities regulate
such matters as licensing requirements, trade and pricing practices, permitted
and required labelling, advertising and relations with wholesalers and
retailers. In recent years, Federal and state regulators have required warning
labels and signage. There can be no assurance that new or revised regulations
or increased licensing fees and requirements will not have a material adverse
effect on the Company's financial condition or results of operations.
DEPENDENCE ON DISTRIBUTION CHANNELS
The Company sells its products principally to wholesalers for resale to
retail outlets including grocery stores, package liquor stores, club and
discount stores and restaurants. The replacement or poor performance of the
Company's major wholesalers or the Company's inability to collect accounts
receivable from its major wholesalers could materially and adversely affect the
Company's results of operations and financial condition. Distribution channels
for beverage alcohol products have been characterized in recent years by rapid
change, including consolidations of certain wholesalers. Wholesalers and
retailers of the Company's products offer products which compete directly with
the Company's products for retail shelf space and consumer purchases.
Accordingly, there is a risk that these wholesalers or retailers may give higher
priority to products of the Company's competitors. There can be no assurance
that the Company's wholesalers and retailers will continue to purchase the
Company's products or provide the Company's products with adequate levels of
promotional support.
RISK RELATED TO THE TERMINATION OR NON-RENEWAL OF IMPORTED BEER DISTRIBUTION
AGREEMENTS
All of the Company's imported beer products are marketed and sold pursuant
to exclusive distribution agreements with the suppliers of these products which
are subject to renewal from time to time. The Company's agreement to distribute
Corona and its other Mexican beer brands expires in December 2006 and, subject
to compliance with certain performance criteria and the other terms of the
agreement, will be automatically renewed for additional terms of five years.
The Company's agreement for the importation of St. Pauli Girl expires in June
1998 and, subject to compliance with certain performance criteria, may be
extended by the Company until June 2003. The Company's Tsingtao agreement
expires in December 1999 and, subject to compliance with certain performance
criteria and other terms of the agreement,will be automatically renewed until
December 2002. Prior to their expiration, these agreements may be terminated if
the Company fails to meet certain performance criteria or, in the case of the
Mexican beer brands, the supplier does not consent to certain key management
changes, which consent may not be unreasonably withheld. There can be no
assurance that the Company's beer distribution agreements will be renewed or not
terminated prior to expiration.
DEPENDENCE ON RAW MATERIALS
The Company's business is heavily dependent upon raw materials, such as
grapes, grape juice concentrate, grains, alcohol from third-party suppliers,
tequila from Mexico and packaging materials. The Company could experience raw
material supply, production or shipment difficulties which could adversely
affect its ability to supply goods to its customers. The Company is also
directly affected by increases in the cost of such raw materials.
COMPETITION
The Company is in a highly competitive environment and its dollar sales and
unit volume could be negatively affected by its inability to maintain or
increase prices, changes in geographic or product mix, a general decline in
beverage alcohol consumption or the decision of its wholesale customers,
retailers or consumers to purchase competitive products instead of the Company's
products. Wholesaler, retailer and consumer purchasing decisions are influenced
by, among other things, the perceived absolute or relative overall value of the
Company's products, including their quality or pricing, compared to competitive
products. Unit volume and dollar sales could also be affected by pricing,
purchasing, financing, operational, advertising or promotional decisions made by
wholesalers and retailers which could affect their supply of, or consumer demand
for, the Company's products. The Company could also experience higher than
expected selling, general and administrative expenses if it finds it necessary
to increase its number of personnel or its advertising or promotional
expenditures to maintain its competitive position or for other reasons.
RISK OF ADVERSE EFFECT ON THE COMPANY FROM INDEBTEDNESS
The Company has incurred substantial indebtedness to finance its prior
acquisitions. The Company's ability to satisfy its financial obligations under
its indebtedness outstanding from time to time will depend upon its future
operating performance, which is subject to prevailing economic conditions,
levels of interest rates and financial, business and other factors, many of
which are beyond the Company's control. Therefore, there can be no assurance
that the Company's cash flow from operations will be sufficient to meet all of
its debt service requirements and to fund its capital expenditure requirements.
The Company's current and future debt service obligations and covenants
could have important consequences to the purchasers of the Securities offered
hereby, including the following: (i) the Company is prohibited from paying
dividends on shares of any class of stock of the Company by the Company's bank
credit facility; (ii) the Company's ability to obtain financing for future
working capital needs or acquisitions or other purposes may be limited; (iii) a
significant portion of the Company's cash flow from operations will be dedicated
to the payment of principal and interest on its indebtedness, thereby reducing
funds available for operations; (iv) the Company is subject to restrictive
covenants that could limit its ability to conduct its business; and (v) the
Company may be more vulnerable to adverse economic conditions than less
leveraged competitors and, thus, may be limited in its ability to withstand
competitive pressures.
CONTROL BY SANDS FAMILY
The Company's capital stock consists of Class A Common Stock and the
Company's Class B Common Stock, par value $.01 per share ("Class B Common Stock"
and together with the Class A Common Stock, the "Company's Common Stock").
Holders of Class A Common Stock are entitled to one vote per share and are
entitled, as a class, to elect one-fourth of the members of the Board of
Directors. Holders of Class B Common Stock are entitled to 10 votes per share
and are entitled, as a class, to elect the remaining directors. As of August
31, 1997, the family of Marvin Sands, the founder and Chairman of the Board of
the Company, beneficially owned approximately 12% of the outstanding shares of
Class A Common Stock (exclusive of shares of Class A Common Stock issuable
pursuant to the conversion feature of the Class B Common Stock owned by the
Sands family) and approximately 85% of the outstanding shares of Class B Common
Stock. On all matters other than the election of directors, the Sands family
has the ability to vote approximately 62% of the votes entitled to be cast by
holders of the Company's capital stock, voting as a single class. Consequently,
the Sands family effectively has control of the Company and would generally have
sufficient voting power to determine the outcome of any corporate transaction or
other matter submitted to the stockholders for approval.
DEPENDENCE UPON MANAGEMENT
The Company's success depends in part on a few key management employees.
These key management employees are Marvin Sands, the Chairman of the Board,
Richard Sands, the President and Chief Executive Officer, Robert Sands,
Executive Vice President and General Counsel, and Ellis Goodman, the Chief
Executive Officer of Barton Incorporated, a wholly-owned subsidiary of the
Company. If, for any reason, such key personnel do not continue to be active in
the Company's management, operations could be adversely affected.
USE OF PROCEEDS
Except as may otherwise be set forth in the Prospectus Supplement, the net
proceeds from the sale of the Securities offered hereby will be used for working
capital and general corporate purposes. Pending such application of the
proceeds, the Company will invest the proceeds of this offering in certificates
of deposit, United States government securities or certain other interest
bearing securities.
DIVIDEND POLICY
The Company's policy is to retain all of its earnings to finance the
development and expansion of its business. In addition, the indentures for the
Company's outstanding senior subordinated notes restrict and the Company's
existing bank credit facility prohibits the payment of dividends. Any
supplemental indentures for the Debt Securities may also restrict or prohibit
the payment of dividends.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's historical ratio of earnings
to fixed charges:
For the Six For the Fiscal For the Six Month
Months Ended Year Ended Transition Period For the Fiscal Years
August 31, February 28, Ended February 29, Ended August 31,
1997 1996 1997 1996 1995 1994 1993 1992
Ratio of earnings to
fixed charges(1)(2) . . . 3.1x 2.3x 2.3x 1.4x 3.4x 2.0x 4.4x 3.4x
_______________________
(1) For the purpose of calculating the ratio of earnings to fixed charges, "earnings" represents income before provision for
income taxes plus fixed charges. "Fixed Charges" consist of interest expensed and capitalized, amortization of debt
issuance costs, amortization of discount on debt, and the portion of rental expense which management believes is
representative of the interest component of lease expense.
(2) The ratio of earnings to combined fixed charges and preferred stock dividend requirements is the same as the ratio of
earnings to fixed charges.
DESCRIPTION OF DEBT SECURITIES
The Company may offer Debt Securities under this Prospectus, any of which
may be issued as convertible and/or exchangeable Debt Securities. The following
description of the terms of the Debt Securities sets forth certain general terms
and provisions of the Debt Securities to which any Prospectus Supplement may
relate. The particular terms of the Debt Securities offered by any Prospectus
Supplement and the extent, if any, to which such general provision may apply,
will be described in the Prospectus Supplement relating to such Debt
Securities. The statements made under this heading relating to the Debt
Securities and the Indenture (as defined herein) are summaries of the
anticipated provisions thereof, do not purport to be complete and are
qualified in their entirety by reference to the Indenture and such Debt
Securities.
The Debt Securities will represent unsecured general obligations of the
Company, unless otherwise provided in the Prospectus Supplement. If so provided
in a Prospectus Supplement, the Debt Securities will have the benefit of the
Guarantees from the Guarantors. The Company's subsidiaries are separate and
distinct legal entities and have no obligation, contingent or otherwise, to pay
any amounts due pursuant to the Debt Securities or to make any funds available
therefor, whether by dividends, loans or other payments, other than as expressly
provided in the Guarantees. The payment of dividends or the making of loans and
advances to the Company by its subsidiaries are subject to contractual,
statutory or regulatory restrictions, are contingent upon the earnings of those
subsidiaries and are subject to various business considerations. See "-
Guarantees."
A substantial portion of the Company's operations are conducted through
subsidiaries and any right of the Company to receive assets of any of its
subsidiaries upon liquidation or recapitalization of any such subsidiaries (and
the consequent right of the holders of Debt Securities to participate in those
assets) will be subject to the claims of such subsidiaries' creditors. Even in
the event that the Company is recognized as a creditor of a subsidiary, the
Company's claims would still be subject to any security interest in the assets
of such subsidiary and any indebtedness of such subsidiary senior to that of the
Company. The Company's ability to service its indebtedness, including the Debt
Securities, is dependent primarily upon the receipt of funds from its
subsidiaries. The subsidiaries are separate legal entities and have no
obligation to pay any amounts due pursuant to the Debt Securities, other than as
expressly provided in the Guarantees.
The Debt Securities will be issued under an Indenture (the "Indenture")
among the Company, the Guarantors (if applicable) and Harris Trust and Savings
Bank ("Harris"), as trustee. A copy of the form of Indenture has been filed as
an exhibit to the Registration Statement of which this Prospectus is a part and
is available for inspection at the corporate trust office of Harris at 311 West
Monroe Street, 12th Floor, Chicago, Illinois 60606, or as described above under
"Available Information." The Indenture is subject to, and is governed by, the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The
following summary of certain provisions of the Debt Securities and the Indenture
does not purport to be complete and is subject to, and qualified in its entirety
by reference to, all the provisions of the Debt Securities, the Indenture and
the Guarantees, including the definitions therein of certain terms and of those
terms made a part thereof by the Trust Indenture Act. All section references
appearing herein are to sections of the Indenture unless otherwise indicated and
capitalized terms used but not defined below shall have the respective meanings
set forth in the Indenture.
As used in the Indenture and in this section, the term the "Company" means
Canandaigua Brands, Inc. without reference to its consolidated subsidiaries.
Except to the extent set forth in a Prospectus Supplement, the Indenture does
not contain any covenants or restrictions that afford holders of the Debt
Securities special protection in the event of a change of control or highly
leveraged transaction.
GENERAL
The Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provides that Debt Securities may
be issued in one or more series, in such form or forms, with such terms and up
to the aggregate principal amount authorized from time to time by the Company
(Sections 2.1 and 2.2). The terms of each series of Debt Securities will be
established by or pursuant to a resolution of the Board of Directors of the
Company and set forth or determined in the manner provided in an officers'
certificate or by a supplemental indenture. The particular terms of the Debt
Securities offered pursuant to any Prospectus Supplement or Prospectus
Supplements will be described in such Prospectus Supplement or Prospectus
Supplements. All Debt Securities of one series need not be issued at the same
time and, unless otherwise provided, a series may be reopened, without the
consent of any holder, for issuances of additional Debt Securities of such
series. Unless otherwise provided in the Prospectus Supplement, the Debt
Securities may be presented for registration of transfer and exchange and for
payment or, if applicable, for conversion and/or exchange at the office of the
applicable Trustee, unless the Company appoints a different office or agency for
such purpose (Section 4.2). At the option of the Company, the payment of
interest may also be made by check mailed to the address of the person entitled
thereto as it appears in the Debt Security register (Section 4.1).
The applicable Prospectus Supplement will describe the following terms of
any Debt Securities (the "Offered Debt Securities") in respect of which this
Prospectus is being delivered (to the extent applicable to the Offered Debt
Securities):
(1) the designation (including whether they are senior Debt Securities,
senior subordinated Debt Securities or subordinated Debt Securities and whether
such Debt Securities are convertible and/or exchangeable), aggregate principal
amount and authorized denominations, if other than denominations of $1,000 and
any integral multiple thereof, of the Offered Debt Securities;
(2) the percentage of the principal amount at which such Offered Debt
Securities will be issued;
(3) the date or dates (and whether fixed or extendable) on which the
principal of the Offered Debt Securities is payable or the method of
determination thereof;
(4) the rate or rates (which may be fixed, floating or adjustable) at which
the Offered Debt Securities will bear interest, if any, the method of
calculating such rates, the date or dates from which such interest will accrue
or the manner of determining such dates, the interest payment dates on which
such interest shall be payable and the record dates for the determination of the
holders of Debt Securities to whom interest will be payable;
(5) the place or places where the principal of, premium, if any, and
interest, if any, on the Offered Debt Securities will be payable;
(6) any provisions relating to the issuance of the Offered Debt Securities
at an original issue discount;
(7) the price or prices at which, the period or periods within which, and
the terms and conditions upon which the Offered Debt Securities may be redeemed,
in whole or in part, at the option of the Company, pursuant to any sinking fund
or otherwise (including the form or method of payment if other than in cash,
which may include securities of other issuers);
(8) the obligation, if any, of the Company to redeem, purchase or repay the
Offered Debt Securities pursuant to any mandatory redemption, sinking fund or
analogous provisions or at the option of the holder of any Debt Securities and
the price or prices at which, the period or periods within which and the terms
and conditions upon which the Offered Debt Securities will be redeemed,
purchased or repaid, in whole or in part, pursuant to any such obligation
(including the form or method of payment if other than in cash, which may
include securities of other issuers), and any provisions for the remarketing of
such Debt Securities;
(9) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which the Offered Debt Securities shall be
issuable;
(10) if other than the principal amount thereof, the portion of the
principal amount of the Offered Debt Securities which will be payable upon
declaration of acceleration of the maturity thereof or [provable] in bankruptcy;
(11) any Events of Default in lieu of or in addition to those described
herein and remedies thereof;
(12) whether the Offered Debt Securities are convertible or exchangeable
and, if so, the securities or rights into which the Offered Debt Securities are
convertible or exchangeable (which may include other Debt Securities, Preferred
Stock, Class A Common Stock, or other securities or rights of the Company
(including rights to receive payment in cash or securities based on the value,
rate or price of one or more specified commodities, currencies or indices) or
exchangeable for securities of other issuers or a combination of the foregoing)
and the terms and conditions upon which such conversion or exchange will be
effected including the initial conversion or exchange price or rate, the
conversion or exchange period and any other provision in addition to or in lieu
of those described herein;
(13) any trustees, authenticating or paying agents, transfer agents or
registrars or any other agents with respect to the Offered Debt Securities;
(14) the currency or currencies, including composite currencies, in which
the Offered Debt Securities will be denominated if other than the currency of
the United States of America;
(15) if other than the coin or currency in which the Offered Debt
Securities are denominated, the coin or currency in which payment of the
principal of, premium, if any, or interest on the Offered Debt Securities will
be payable (and the manner in which the equivalent of the principal amount
thereof in the currency of the United States is to be determined for any
purpose, including for determining the principal amount outstanding);
(16) if the principal of, premium, if any, or interest on the Offered Debt
Securities will be payable, at the election of the Company or a holder thereof,
in a coin or currency other than that in which the Offered Debt Securities are
denominated, the period or periods within which, and terms and conditions upon
which, such election may be made;
(17) if the amount of payments of principal of, premium, if any, and
interest on the Offered Debt Securities may be determined with reference to the
value, rate or price of one or more specified commodities, currencies or
indices, the manner in which such amounts shall be determined;
(18) whether and under what circumstances the Company will pay additional
amounts on the Offered Debt Securities held by a person who is not a United
States of America person in respect of any tax, assessment or governmental
charge withheld or deducted and, if so, whether the Company will have the option
to redeem such Debt Securities rather than pay such additional amounts;
(19) if receipt of certain certificates or other documents or satisfaction
of other conditions will be necessary for any purpose, including, without
limitation, as a condition to the issuance of the Offered Debt Securities in
definitive form (whether upon original issue or upon exchange of a temporary
Debt Security), the form and terms of such certificates, documents or
conditions;
(20) any other affirmative or negative covenants with respect to the
Offered Debt Securities;
(21) whether the Offered Debt Securities will be issued in whole or in part
in the form of one or more Global Securities and, in such case, the Depositary
(as defined in "Description of Depositary Shares--General") therefor and the
circumstances under which any Global Security may be exchanged for Offered Debt
Securities registered in the name of, and under which any transfer of such
Global Security may be registered in the name of, any person other than the
Depositary;
(22) whether the Debt Securities are defeasible;
(23) whether and the extent that the Offered Debt Securities shall be
guaranteed by the Guarantors and the form of any such Guarantee; and
(24) any other specific terms of the Offered Debt Securities (Section 2.2).
Unless otherwise indicated in the Prospectus Supplement relating to the
Debt Securities, principal of and any premium or interest on the Debt Securities
will be payable, and the Debt Securities will be exchangeable and transfers
thereof will be registrable, at the office of the Trustee at its principal
executive offices, provided that, at the option of the Company, payment of
interest may be made by check mailed to the address of the person entitled
thereto as it appears in the Debt Security register. Any payment of principal
and any premium or interest required to be made on an interest payment date,
redemption date or at maturity which is not a business day need not be made on
such date, but may be made on the next succeeding business day with the same
force and effect as if made on the interest payment date, redemption date or at
maturity, as the case may be, and no interest shall accrue for the period from
and after such interest payment day, redemption date or maturity.
Unless otherwise indicated in the Prospectus Supplement relating to Debt
Securities, the Debt Securities will be issued only in fully registered form,
without coupons, in denominations of $1,000 or any integral multiple thereof
(Section 2.3). No service charge will be made for any transfer or exchange of
the Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith
(Section 2.10).
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities (as defined below) to be offered and sold at a substantial
discount from their stated principal amount. In addition, under Treasury
Regulations it is possible that the Debt Securities which are offered and sold
at their stated principal amount would, under certain circumstances, be treated
as issued at an original issue discount for Federal income tax purposes.
Federal income tax consequences and other special considerations applicable to
any such Original Issue Discount Securities (or other Debt Securities treated as
issued at an original issue discount) will be described in the Prospectus
Supplement relating thereto. "Original Issue Discount Security" means any
Offered Debt Security, including any Debt Security that does not provide for the
payment of interest prior to maturity, which is issued at a price lower than the
principal amount thereof and which provides that upon redemption or acceleration
of the stated maturity thereof an amount less than the principal amount thereof
shall become due and payable.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in the form of one or more
Global Securities that will be deposited with a Depositary or its nominees
identified in the Prospectus Supplement relating to the Debt Securities. In
such a case, one or more Global Securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding Debt Securities of the series to be represented by such Global
Security or Securities.
Unless and until it is exchanged in whole or in part for Debt Securities in
definitive registered form, a Global Security may not be registered for transfer
or exchange except as a whole by the Depositary for such Global Security to a
nominee of such Depositary and except in the circumstances described in the
Prospectus Supplement relating to the Offered Debt Securities. The specific
terms of the depositary arrangement with respect to a series of Debt Securities
will be described in the Prospectus Supplement relating to such series.
GUARANTEES
In order to enable the Company to obtain more favorable interest rates and
terms, payment of principal of, premium, if any, and interest on the Offered
Debt Securities, such Offered Debt Securities may (if so specified in the
Prospectus Supplement) be guaranteed, jointly and severally by all of the
Guarantors pursuant to the Guarantees; provided that the Guarantees will not be
applicable to or guarantee the Company's obligations with respect to the
conversion of the Debt Securities into shares of the Company's other
securities. Each Guarantee will be an unsecured obligation of each
Guarantor issuing such Guarantee. The ranking of such Guarantee and the
terms of the subordination, if any, will be set forth in the Prospectus
Supplement.
The Indenture provides that, in the event any Guarantee would constitute or
result in a violation of any applicable fraudulent conveyance or similar law of
any relevant jurisdiction, the liability of the Guarantor under such Guarantee
shall be reduced to the maximum amount, after giving effect to all other
contingent and other liabilities of such Guarantor, permissible under the
applicable fraudulent conveyance or similar law.
MODIFICATION OF THE INDENTURE
Modifications of the Indenture with respect to the Debt Securities of any
series may be made by the Company and the applicable Trustee, with or without
the consent of the holders of Debt Securities, under certain circumstances to be
described in a Prospectus Supplement.
DEFEASANCE; SATISFACTION AND DISCHARGE
The Prospectus Supplement will outline the conditions under which the
Company may elect to have certain of its obligations under the Indenture
discharged and under which the Indenture obligations will be deemed satisfied.
DEFAULTS AND NOTICE
The Debt Securities will contain Events of Default to be specified in the
applicable Prospectus Supplement, including, without limitation:
(1) failure to pay the principal of, or premium, if any, on any Debt
Security of such series when due and payable (whether at maturity, by call for
redemption, through any mandatory sinking fund, by redemption at the option of
the holder, by declaration or acceleration or otherwise);
(2) failure to make a payment of any interest on any Debt Security of such
series when due;
(3) failure of the Company or any Guarantor to perform or observe any other
covenants or agreements of the Company or any Guarantor in the Indenture or in
the Debt Securities of such series;
(4) certain events of bankruptcy, insolvency or reorganization of the
Company or any Guarantor;
(5) any Guarantee in respect of such series of Debt Securities shall for
any reason cease to be, or be asserted in writing by any Guarantor thereof or
the Company not to be, in full force and effect, and enforceable in accordance
with its terms; and
(6) certain cross defaults.
If an Event of Default with respect to Debt Securities of any series shall occur
and be continuing, the Trustee or the holders of not less than 25% in aggregate
principal amount of the then outstanding Debt Securities of such series may
declare the principal amount (or, if the Debt Securities of such series are
issued at an original issue discount, such portion of the principal amount as
may be specified in the terms of the Debt Securities of such series) of all Debt
Securities of such series and/or such other amount or amounts as the Debt
Securities or supplemental indenture with respect to such series may provide, to
be due and payable immediately (Section 7.1).
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default, give to holders of Debt Securities of any series notice
of all uncured defaults with respect to such series known to it; provided,
however, that, except in the case of a default that results from the failure to
make any payment of the principal of, premium, if any, or interest on the Debt
Securities of any series, or in the payment of any mandatory sinking fund
installment with respect to Debt Securities of such series, the Trustee may
withhold such notice if it in good faith determines that the withholding of such
notice is in the interest of the holders of Debt Securities of such series
(Section 11.3).
The Indenture contains a provision entitling the Trustee to be indemnified
by holders of Debt Securities before proceeding to exercise any trust or power
under the Indenture at the request of such holders (Section 11.1). The
Indenture provides that the holders of a majority in aggregate principal amount
of the then outstanding Debt Securities of any series may direct the time,
method and place of conducting any proceedings for any remedy available to the
Trustee, or of exercising any trust or power conferred upon the Trustee with
respect to the Debt Securities of such series, provided, however, that the
Trustee may decline to follow any such direction if, among other reasons, the
Trustee determines in good faith that the actions or proceedings as directed may
not lawfully be taken, would involve the Trustee in personal liability or would
be unduly prejudicial to the holders of the Debt Securities of such series not
joining in such direction (Section 7.6). The right of a holder to institute a
proceeding with respect to the Indenture is subject to certain conditions
precedent including, without limitation, that the holders of a majority in
aggregate principal amount of the Debt Securities of such series then
outstanding make a written request upon the Trustee to exercise its power under
the Indenture, indemnify the Trustee and afford the Trustee reasonable
opportunity to act but the holder has an absolute right to receipt of the
principal of, premium, if any, and interest when due, to require conversion or
exchange of Debt Securities if the Indenture provides for convertibility or
exchangeability, at the option of the holder and to institute suit for the
enforcement thereof (Section 7.7).
CONCERNING THE TRUSTEES
The Prospectus Supplement with respect to the Offered Debt Securities will
describe any relationship between the Company and the Trustee for such Offered
Debt Securities.
REPORTS TO HOLDERS OF DEBT SECURITIES
The Company intends to furnish to holders of Debt Securities all quarterly
and annual reports which it furnishes to holders of the Company's Common Stock.
DESCRIPTION OF PREFERRED STOCK
The Board of Directors of the Company is authorized to issue in one or more
series without stockholder approval up to a maximum of 1,000,000 shares of
Preferred Stock. The shares can be issued with such designations, preferences,
qualifications, privileges, limitations, restrictions, options, voting powers
(full or limited), conversion or exchange rights and other special or relative
rights as the Board of Directors shall from time to time fix by resolution.
Thus, without stockholder approval, the Company could authorize the issuance of
Preferred Stock with voting, conversion and other rights that could dilute the
voting power and other rights of holders of the Company's Common Stock. The
dividend, voting, conversion, exchange, repurchase and redemption rights, if
applicable, the liquidation preference, and other specific terms of each series
of the Preferred Stock will be set forth in the Prospectus Supplement relating
to such series of Preferred Stock. The Company currently has no shares of
Preferred Stock outstanding. Prior to the actual issuance of any series of
Preferred Stock, the Company must obtain consent of the Administrative Agent of
the Company's bank credit facility.
The applicable Prospectus Supplement will describe the following terms of
any Preferred Stock in respect of which this Prospectus is being delivered (to
the extent applicable to such Preferred Stock): (1) the specific designation,
number of shares, seniority and purchase price; (2) any liquidation preference
per share; (3) any date of maturity; (4) any redemption, repayment or sinking
fund provisions; (5) any dividend rate or rates and the dates on which any such
dividends will be payable (or the method by which such rates or dates will be
determined); (6) any voting rights; (7) if other than the currency of the United
States of America, the currency or currencies including composite currencies in
which such Preferred Stock is denominated and/or in which payments will or may
be payable; (8) the method by which amounts in respect of such Preferred Stock
may be calculated and any commodities, currencies or indices, or value, rate or
price, relevant to such calculation; (9) whether the Preferred Stock is
convertible or exchangeable and, if so, the securities or rights into which such
Preferred Stock is convertible or exchangeable (which may include other
Preferred Stock, Debt Securities, Class A Common Stock or other securities or
rights of the Company (including rights to receive payment in cash or securities
based on the value, rate or price of one or more specified commodities,
currencies or indices) or securities of other issuers or a combination of the
foregoing), and the terms and conditions upon which such conversions or
exchanges will be effected including the initial conversion or exchange prices
or rates, the conversion or exchange period and any other related provisions;
(10) the place or places where dividends and other payments on the Preferred
Stock will be payable; and (11) any additional voting, dividend, liquidation,
redemption and other rights, preferences, privileges, limitations and
restrictions.
As described under "Description of Depositary Shares" the Company may, at
its option, elect to offer Depositary Shares evidenced by depositary receipts
("Depositary Receipts"), each representing an interest (to be specified in the
Prospectus Supplement relating to the particular series of the Preferred Stock)
in a share of the particular series of the Preferred Stock issued and deposited
with a Depositary (as defined below).
All shares of Preferred Stock offered hereby, or issuable upon conversion,
exchange or exercise of Securities, will, when issued, be fully paid and non-
assessable.
DESCRIPTION OF DEPOSITARY SHARES
The description set forth below and in any Prospectus Supplement of certain
provisions of the Deposit Agreement (as defined below) and of the Depositary
Shares and Depositary Receipts does not purport to be complete and is subject
to, and qualified in its entirety by reference to, the form of Deposit Agreement
and form of Depositary Receipts relating to each series of the Preferred Stock.
GENERAL
The Company may, at its option, elect to have shares of Preferred Stock be
represented by Depositary Shares. The shares of any series of the Preferred
Stock underlying the Depositary Shares will be deposited under a separate
deposit agreement (the "Deposit Agreement") between the Company and a bank or
trust company selected by the Company having its principal office in the United
States and a combined capital and surplus of at least $50,000,000 (the
"Depositary"). The Prospectus Supplement relating to a series of Depositary
Shares will set forth the name and address of the Depositary. Subject to the
terms of the Deposit Agreement, each owner of a Depositary Share will be
entitled, in proportion to the applicable interest in the number of shares of
Preferred Stock underlying such Depositary Share, to all the rights and
preferences of the Preferred Stock underlying such Depositary Share (including
dividend, voting, redemption, conversion, exchange and liquidation rights).
The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement, each of which will represent the applicable
interest in a number of shares of a particular series of the Preferred Stock
described in the applicable Prospectus Supplement.
Unless otherwise specified in the Prospectus Supplement, a holder of
Depositary Shares is not entitled to receive the shares of Preferred Stock
underlying the Depositary Shares.
If required by law or applicable securities exchange rules, engraved
Depositary Receipts will be prepared. Pending their preparation, the Depositary
may, upon the written order of the Company, issue temporary Depositary Receipts
substantially identical to the definitive Depositary Receipts. Definitive
Depositary Receipts will thereafter be prepared without unreasonable delay.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all cash dividends or other cash
distributions received in respect of the Preferred Stock to the record holders
of Depositary Shares representing such Preferred Stock in proportion to the
numbers of such Depositary Shares owned by such holders on the relevant record
date.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto, as nearly as practicable, in proportion to the number of
Depositary Shares owned by such holder, unless the Depositary determines that it
is not feasible to make such distribution, in which case the Depositary may,
with the approval of the Company, sell such property and distribute the net
proceeds from such sale to such holders.
The Deposit Agreement also contains provisions relating to the manner in
which any subscription or similar rights offered by the Company to holders of
Preferred Stock shall be made available to holders of Depositary Shares.
CONVERSION AND EXCHANGE
If any Preferred Stock underlying the Depositary Shares is subject to
provisions relating to its conversion or exchange as set forth in the Prospectus
Supplement relating thereto, each record holder of Depositary Shares will have
the right or obligation to convert or exchange such Depositary Shares pursuant
to the terms thereof.
REDEMPTION OF DEPOSITARY SHARES
If a series of Preferred Stock underlying the Depositary Shares is subject
to redemption, the Depositary Shares will be redeemed from the proceeds received
by the Depositary resulting from the redemption, in whole or in part, of the
series of Preferred Stock held by the Depositary. The redemption price per
Depositary Share will be equal to the aggregate redemption price payable with
respect to the number of shares of Preferred Stock underlying the Depositary
Shares. Whenever the Company redeems Preferred Stock from the Depositary, the
Depositary will redeem as of the same redemption date a proportionate number of
Depositary Shares representing the shares of Preferred Stock that were
redeemed. If less than all the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed will be selected by lot or pro rata as may
be determined by the Company.
After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the Depositary Shares will cease, except the right to receive the
redemption price payable upon such redemption. Any funds deposited by the
Company with the Depositary for any Depositary Shares which the holders thereof
fail to redeem shall be returned to the Company after a period of two years from
the date such funds are so deposited.
VOTING
Upon receipt of notice of any meeting or action in lieu of any meeting at
which the holders of any shares of Preferred Stock underlying the Depositary
Shares are entitled to vote, the Depositary will mail the information contained
in such notice to the record holders of the Depositary Shares relating to such
Preferred Stock. Each record holder of such Depositary Shares on the record
date (which will be the same date for the Preferred Stock) will be entitled to
instruct the Depositary as to the exercise of the voting rights pertaining to
the number of shares of Preferred Stock underlying such holder's Depositary
Shares. The Depositary will endeavor, insofar as practicable, to vote the
number of shares of Preferred Stock underlying such Depositary Shares in
accordance with such instructions, and the Company will agree to take all action
which may be deemed necessary by the Depositary in order to enable the
Depositary to do so.
AMENDMENT OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between the Company and the Depositary; provided, however, that any amendment
which materially and adversely alters the rights of the existing holders of
Depositary Shares will not be effective unless such amendment has been approved
by at least a majority of the Depositary Shares then outstanding.
CHARGES OF DEPOSITARY
The Company will pay all transfer and other taxes and governmental charges
that arise solely from the existence of the depositary arrangements. The
Company will pay charges of the Depositary in connection with the initial
deposit of the Preferred Stock and any exchange or redemption of the Preferred
Stock. Holders of Depositary Shares will pay all other transfer and other taxes
and governmental charges, and, in addition, such other charges as are expressly
provided in the Deposit Agreement to be for their accounts.
MISCELLANEOUS
The Company, or at the option of the Company, the Depositary, will forward
to the holders of Depositary Shares all reports and communications from the
Company which the Company is required to furnish to the holders of Preferred
Stock.
Neither the Depositary nor the Company will be liable if it is prevented or
delayed by law or any circumstances beyond its control in performing its
obligations under the Deposit Agreement. The obligations of the Company and the
Depositary under the Deposit Agreement will be limited to performance in good
faith of their duties thereunder and they will not be obligated to prosecute or
defend any legal proceeding in respect of any Depositary Share or Preferred
Stock unless satisfactory indemnity has been furnished. The Company and the
Depositary may rely upon written advice of counsel or accountants, or
information provided by persons presenting Preferred Stock for deposit, holders
of Depositary Shares or other persons believed to be competent and on documents
believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY; TERMINATION OF THE DEPOSIT AGREEMENT
The Depositary may resign at any time by delivering to the Company notice
of its election to do so, and the Company may at any time remove the Depositary,
any such resignation or removal to take effect upon the appointment of a
successor Depositary and its acceptance of such appointment. Such successor
Depositary will be appointed by the Company within 60 days after delivery of the
notice of resignation or removal. The Deposit Agreement may be terminated at
the direction of the Company or by the Depositary if a period of 90 days shall
have expired after the Depositary has delivered to the Company written notice of
its election to resign and a successor depositary shall not have been
appointed. Upon termination of the Deposit Agreement, the Depositary will
discontinue the transfer of Depositary Receipts, will suspend the
distribution of dividends to the holders thereof, and will not give any
further notices (other than notice of such termination) or perform any
further acts under the Deposit Agreement except that the Depositary will
continue to deliver Preferred Stock certificates, together with such
dividends and distributions and the net proceeds of any sales of rights,
preferences, privileges or other property in exchange for Depositary
Receipts surrendered. Upon request of the Company, the Depositary shall
deliver all books, records, certificates evidencing Preferred Stock,
Depositary Receipts and other documents relating to the subject matter of
the Deposit Agreement to the Company.
DESCRIPTION OF CLASS A COMMON STOCK
If shares of Class A Common Stock are offered, the Prospectus Supplement
relating thereto will set forth the number of shares offered, the public
offering price and information regarding the Company's dividend history and
Class A Common Stock prices as reflected on the Nasdaq National Market,
including a recent reported last sale price of the Class A Common Stock.
The authorized capital stock of the Company consists of 81,000,000 shares,
of which 60,000,000 shares are Class A Common Stock, par value $.01 per share,
20,000,000 shares are Class B Common Stock, par value $.01 per share and
1,000,000 shares are Preferred Stock, par value $0.01 per share. At August 31,
1997 there were 15,247,910 shares of Class A Common Stock outstanding and held
of record by 1,222 stockholders, 3,330,458 shares of Class B Common Stock
outstanding and held of record by 344 stockholders and no shares of Preferred
Stock issued and outstanding. In addition, at August 31, 1997, options to
purchase an aggregate of 1,539,365 shares of Class A Common Stock were
outstanding. All shares of Class A Common Stock and Class B Common Stock
currently outstanding are, and the shares of Class A Common Stock offered hereby
will be, validly issued and fully paid and non-assessable, not subject to
redemption except as hereinafter described and without preemptive or other
rights to subscribe for or purchase any proportionate part of any new or
additional issues of stock of any class or of securities convertible into stock
of any class.
The following description of the Class A Common Stock of the Company and
certain provisions of the Company's Restated Certificate of Incorporation, as
amended (the "Certificate of Incorporation"), and the Company's By-Laws (the
"By-Laws") is a summary which does not purport to be complete and is qualified
in its entirety by reference to the Delaware General Corporate Law and the
provisions of the Certificate of Incorporation or By-Laws.
GENERAL
The rights of holders of Class A Common Stock and Class B Common Stock are
identical except for voting, dividends and conversion rights.
VOTING
The holders of Class A Common Stock are entitled to one vote per share and
the holders of Class B Common Stock are entitled to ten votes per share.
Holders of Class A Common Stock, voting as a class, are entitled to elect at
least one-fourth of the members of the Board of Directors to be elected at a
meeting of stockholders, and the holders of Class B Common Stock, voting as a
class, are entitled to elect the remaining directors. If the number of
outstanding shares of Class B Common Stock is less than 12-1/2% of the aggregate
number of outstanding shares of Class A Common Stock and Class B Common Stock,
the holders of Class A Common Stock shall become entitled to elect at least one-
fourth of the directors voting as a class and to elect the remaining directors
voting together as a single class with holders of Class B Common Stock, provided
that the holders of Class A Common Stock shall have one vote per share and the
holders of Class B Common Stock shall have 10 votes per share. On all other
matters submitted to a vote of the stockholders, the holders of Class A Common
Stock and Class B Common Stock vote together as a single class, except where a
separate class vote is required under Delaware law.
DIVIDENDS
If the Company pays a cash dividend on Class B Common Stock, each share of
Class A Common Stock will receive an amount at least 10% greater than the amount
of the cash dividend per share paid on Class B Common Stock. In addition, the
Board of Directors may declare and pay a dividend on Class A Common Stock
without paying any dividend on Class B Common Stock. The indentures for the
Company's outstanding senior subordinated notes restrict and the Company's
existing bank credit facility prohibits the payment of dividends. In addition,
any supplemental indentures for the Debt Securities may restrict or prohibit the
payment of dividends.
CONVERSION
Each share of Class B Common Stock is convertible into one fully paid and
non-assessable share of Class A Common Stock at the option of the holder at any
time. The shares of Class A Common Stock are not convertible into or
exchangeable for shares of Class B Common Stock or any other securities of the
Company.
OTHER PROVISIONS
The holders of Class A Common Stock and Class B Common Stock are entitled
to share pro rata in the distribution of the Company's assets available for such
purpose in the event of liquidation, dissolution or winding up of the Company,
after payment of, or provision for, creditors and distribution of, or provision
for, preferential amounts and unpaid accumulated dividends to holders of
Preferred Stock, if any. Holders of Class A Common Stock and Class B Common
Stock have no preemptive rights to subscribe to any additional securities of any
class which the Company may issue, and there are no redemption provisions or
sinking fund provisions applicable to any such classes, nor is the Class A
Common Stock and Class B Common Stock subject to calls or assessments by the
Company.
CERTAIN STATUTORY PROVISIONS
The Company is subject to Section 203 of the Delaware General Corporation
Law ("Section 203"). Section 203 prohibits a publicly-held Delaware corporation
from engaging in any "business combination" with any "interested stockholder"
for a period of three years following the time that such person became an
interested stockholder, unless (i) prior to the time of the business
combination, the transaction is approved by the board of directors of the
corporation, (ii) upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested stockholder owns
at least 85% of the outstanding voting stock or (iii) at or subsequent to such
time the business combination is approved by the board of directors and
authorized at a meeting of the Company's stockholders by the affirmative vote of
at least 66 % of the outstanding voting stock that is not owned by the
interested stockholder. For purposes of Section 203, a "business combination"
includes a merger, assets sale or other transaction resulting in a financial
benefit to the interested stockholder, and an "interested stockholder" is a
person who, together with affiliates and associates, owns (or within three
years, did own) 15% or more of the corporation's voting stock.
PLAN OF DISTRIBUTION
The Company may sell Securities on a negotiated or competitive bid basis to
or through one or more underwriters or dealers, and also may sell Securities
directly to institutional investors or other purchasers or through agents. Any
such underwriter, dealer or agent involved in the offer and sale of Securities,
and any applicable commissions, discounts and other items constituting
compensation to such underwriters, dealers or agents, will be set forth in the
Prospectus Supplement.
The distribution of Securities may be effected from time to time in one or
more transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
Unless otherwise indicated in a Prospectus Supplement, the obligations of
any underwriters to purchase Securities will be subject to certain conditions
precedent and the underwriters will be obligated to purchase all of the
applicable Securities if any are purchased. If a dealer is utilized in the
sale, the Company may sell the Securities to the dealer as principal. The
dealer may then resell the Securities to the public at varying prices to be
determined by such dealer at the time of resale.
Offers to purchase Securities may be solicited by the Company or agents
designated by the Company from time to time. Unless otherwise indicated in a
Prospectus Supplement, any such agent will be acting on a best efforts basis for
the period of its appointment.
In connection with the sale of Securities, underwriters or agents may
receive compensation from the Company or from purchasers of Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the distribution
of Securities may be deemed to be underwriters as that term is defined in the
Securities Act, and any discounts or commissions received by them from the
Company and any profits on the resale of the Securities by them may be deemed to
be underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified, and any such compensation received from
the Company will be described, in the related Prospectus Supplement.
Underwriters, dealers and agents may be entitled, under agreements entered into
with the Company, to indemnification against and contribution toward certain
civil liabilities, including liabilities under the Securities Act.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain specified institutions to
purchase Securities from the Company at the public offering price set forth in
the Prospectus Supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Institutions with whom
such contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions and other institutions but shall in all cases be subject
to the approval of the Company. Such contracts will be subject only to those
conditions set forth in the Prospectus Supplement and the Prospectus Supplement
will set forth the commission payable for solicitation of such contracts. The
obligations of any purchaser under any such contract will be subject to the
condition that the purchase of the Securities shall not be prohibited at the
time of delivery under the laws of the jurisdiction to which such purchaser is
subject. The underwriters and such other agents will not have any
responsibility in respect of the validity or performance of such contracts.
Certain of the underwriters or agents and their associates may engage in
transactions with and perform services for the Company or its affiliates in the
ordinary course of their respective businesses.
The Securities may or may not be listed on a national securities exchange
or traded in the over-the-counter market (other than the Class A Common Stock,
which is quoted on NASDAQ). No assurance can be given as to the liquidity of
the trading market for any of such Securities.
If underwriters or dealers are used in the sale, until the distribution of
the Securities is completed, rules of the Commission may limit the ability of
any such underwriters and selling group members to bid for and purchase the
Securities. As an exception to these rules, representatives of any underwriters
are permitted to engage in certain transactions that stabilize the price of the
Securities. Such transactions may consist of bids or purchases for the purpose
of pegging, fixing or maintaining the price of the Securities. If the
underwriters create a short position in the Securities in connection with the
offerings, i.e., if they sell more Securities than are set forth on the cover
page of the Prospectus Supplement, the representatives of the underwriters may
reduce that short position by purchasing Securities in the open market. The
representatives of the underwriters may also elect to reduce any short position
by exercising all or part of any over-allotment option described in the
Prospectus Supplement. The representatives of the underwriters may also impose
a penalty bid on certain underwriters and selling group members. This means
that if the representatives purchase Securities in the open market to reduce the
underwriters' short position or to stabilize the price of the Securities, they
may reclaim the amount of the selling concession from the underwriters and
selling group members who sold those shares as part of the offering. In
general, purchases of a security for the purpose of stabilization or to reduce a
short position could cause the price of the security to be higher than it might
be in the absence of such purchases. The imposition of a penalty bid might also
have an effect on the price of the Securities to the extent that it discourages
resales of the Securities. The Company makes no representation or prediction as
to the direction or magnitude of any effect that the transactions described
above may have on the price of the Securities. In addition, the Company makes
no representation that the representatives of any underwriters will engage in
such transactions or that such transactions, once commenced, will not be
discontinued without notice.
LEGAL OPINIONS
The legality of the securities offered hereby will be passed upon for the
Company by McDermott, Will & Emery, Chicago, Illinois.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference in this Prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said report.
NO DEALER, SALESMAN OR ANY OTHER PERSON
HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS OR IN THE
PROSPECTUS SUPPLEMENT. IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY $300,000,000
THE COMPANY, ANY OF THE GUARANTORS OR BY ANY
UNDERWRITER, DEALER OR AGENT. THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT
SHALL NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION CANANDAIGUA BRANDS, INC.
WHERE, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS OR
THE PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER SHALL, AT ANY TIME OR UNDER ANY SECURITIES
CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS NOT BEEN A CHANGE IN THE FACTS SET
FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF.
PROSPECTUS
TABLE OF CONTENTS
PAGE
Available Information . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . 4
The Guarantors . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . 6
Dividend Policy . . . . . . . . . . . . 7
Ratio of Earnings to Fixed Charges . . 7
Description of Debt Securities . . . . 8
Description of Preferred Stock . . . . 13
Description of Depositary Shares . . . 14
Description of Class A Common Stock . . 16 __________ __, 1997
Plan of Distribution . . . . . . . . . 17
Legal Opinions . . . . . . . . . . . . 19
Experts . . . . . . . . . . . . . . . . 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated fees and expenses payable by
the Company in connection with the issuance and distribution of the Securities
being registered:
SEC registration fee . . . . . . . . . . . $ 90,910
Printing expenses . . . . . . . . . . . . . 75,000
Fees and expenses of counsel . . . . . . . 100,000
Fees and expenses of accountants . . . . . 100,000
Trustees fees and expenses . . . . . . . . 10,000
Rating agency fees . . . . . . . . . . . . 75,000
Blue sky fees and expenses . . . . . . . . 20,000
Miscellaneous . . . . . . . . . . . . . . .
29,090
Total . . . . . . . . . . . . . . . . $500,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (Section 102) allows a corporation to
eliminate the personal liability of directors of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his/her fiduciary duty as a director, except in the case where the director
breached his/her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit. The Certificate of Incorporation
contains a provision which eliminates directors' personal liability as set forth
above.
The Delaware General Corporation Law (Section 145) gives Delaware
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions; gives a director or officer who successfully defends an action the
right to be so indemnified; and authorizes the Company to buy directors' and
officers' liability insurance. Such indemnification is not exclusive of any
other right to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or otherwise.
The Certificate of Incorporation provides for indemnification to the
fullest extent authorized by Section 145 of the Delaware General Corporation Law
for directors, officers and employees of the Company and also to persons who are
serving at the request of the Company as directors, officers or employees of
other corporations (including subsidiaries); provided that, with respect to
proceedings initiated by such indemnitee, indemnification shall be provided only
if such proceedings were authorized by the Board of Directors. This right of
indemnification is not exclusive of any other right which any person may acquire
under any statute, bylaw, agreement, contract, vote of stockholders or
otherwise.
The Company maintains a directors' and officers' liability insurance and
corporate reimbursement policy insuring directors and officers against loss
arising from claims made arising out of the performance of their duties.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- -----------------------------
1 Forms of Underwriting Agreement (to be filed under subsequent Form
8-K)
3.1 Restated Certificate of Incorporation of the Company (filed as Exhibit
3.1 to the Company's Transition Report on Form 10-K for the transition
period from September 1, 1995 to February 29, 1996, and incorporated
herein by reference)
3.2 Certificate of Amendment of the Certificate of Incorporation of the
Company (filed as Exhibit 3.1(a) to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended August 31, 1997, and
incorporated herein by reference)
3.3 Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to
the Company's Quarterly Report on Form 10-Q for the quarterly
period ended August 31, 1997, and incorporated herein by reference)
4 Form of Indenture
5 Opinion of McDermott, Will & Emery
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Arthur Andersen LLP
23.2 Consent of McDermott, Will & Emery (included as part of Exhibit 5)
24 Powers of Attorney (included on signature page of the Registration
Statement)
25 Statement of Eligibility of Trustee on Form T-1
ITEM 17. UNDERTAKINGS.
1. (a) The undersigned registrants hereby undertake to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that subparagraphs (a)(i) and (a)(ii) do not apply to the
extent that the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed with or
furnished to the Commission by the registrants pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in the Registration Statement.
(b) The undersigned registrants hereby undertake that, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) The registrants hereby undertake to remove from registration by means
of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
2. The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants' annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by the
registrants is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
4. The undersigned registrants hereby undertake that for purposes of
determining any liability under the Securities Act, (i) the information omitted
from the form of prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus filed by the
registrants pursuant to Rule 424(b)(1) or (4) or Rule 497(h) under the
Securities Act shall be deemed to be part of this Registration Statement as of
the time it was declared effective, and (ii) each post-effective amendment that
contains a form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
5. The undersigned registrants hereby undertake to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act (the "Act") in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Canandaigua, State of New York on November 19, 1997.
Canandaigua Brands, Inc.
By /s/ RICHARD SANDS
Richard Sands
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands and Robert Sands and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Canandaigua Brands, Inc.) to sign any or all amendments (including post-
effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ MARVIN SANDS Chairman of the Board of Directors November 19, 1997
Marvin Sands
/s/ RICHARD SANDS President, Chief Executive Officer November 19, 1997
Richard Sands and a Director (Principal Executive
Officer)
/s/ ROBERT SANDS Executive Vice President, General November 19, 1997
Robert Sands Counsel, Secretary and a Director
/s/ BERTRAM E. SILK Director November 19, 1997
Bertram E. Silk
/s/ JAMES A. LOCKE, III Director November 19, 1997
James A. Locke, III
/s/ GEORGE BRESLER Director November 19, 1997
George Bresler
/s/ THOMAS S. SUMMER Senior Vice President and Chief November 19, 1997
Thomas S. Summer Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Canandaigua, State of New York on November 19, 1997.
Batavia Wine Cellars, Inc.
By /s/ NED COOPER
Ned Cooper, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Sands and
Robert Sands and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or
officer of Batavia Wine Cellars, Inc.) to sign any or all amendments (including post-effective amendments and any registration
statement filed pursuant to Rule 462(b)) to this Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ RICHARD SANDS Vice President and a Director November 19, 1997
Richard Sands
/s/ ROBERT SANDS Secretary and a Director November 19, 1997
Robert Sands
/s/ NED COOPER President (Principal Executive Officer) November 19, 1997
Ned Cooper
/s/ THOMAS S. SUMMER Treasurer (Principal Financial Officer November 19, 1997
Thomas S. Summer and Principal Accounting Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on November 19, 1997.
Barton Incorporated
By /s/ ALEXANDER L. BERK
Alexander L. Berk, President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Sands and
Robert Sands and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or
officer of Barton Incorporated) to sign any or all amendments (including post-effective amendments and any registration statement
filed pursuant to Rule 462(b)) to this Registration Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ ELLIS M. GOODMAN Chairman of the Board of Directors and November 19, 1997
Ellis M. Goodman Chief Executive Officer
(Principal Executive Officer)
/s/ ALEXANDER L. BERK President and a Director November 19, 1997
Alexander L. Berk
/s/ EDWARD L. GOLDEN Vice President and a Director November 19, 1997
Edward L. Golden
/s/ RAYMOND E. POWERS Executive Vice President, Treasurer, November 19, 1997
Raymond E. Powers Assistant Secretary and a Director
(Principal Financial Officer and
Principal Accounting Officer)
/s/ WILLIAM F. HACKETT Director November 19, 1997
William F. Hackett
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on November 19, 1997.
Barton Brands, Ltd.
By /s/ ALEXANDER L. BERK
Alexander L. Berk, Executive Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Sands and
Robert Sands and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or
officer of Barton Brands, Ltd.) to sign any or all amendments (including post-effective amendments and any registration statement
filed pursuant to Rule 462(b)) to this Registration Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ ELLIS M. GOODMAN Chairman of the Board of Directors November 19, 1997
Ellis M. Goodman (Principal Executive Officer)
/s/ EDWARD L. GOLDEN President and a Director November 19, 1997
Edward L. Golden
/s/ RAYMOND E. POWERS Executive Vice President, Treasurer and November 19, 1997
Raymond E. Powers Assistant Secretary (Principal Financial
Officer and Principal Accounting
Officer)
/s/ ALEXANDER L. BERK Executive Vice President and a Director November 19, 1997
Alexander L. Berk
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on November 19, 1997.
Barton Beers, Ltd.
By /s/ ALEXANDER L. BERK
Alexander L. Berk, Executive Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Sands and
Robert Sands and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or
officer of Barton Beers, Ltd.) to sign any or all amendments (including post-effective amendments and any registration statement
filed pursuant to Rule 462(b)) to this Registration Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ ELLIS M. GOODMAN Chairman of the Board of Directors November 19, 1997
Ellis M. Goodman (Principal Executive Officer)
/s/ RAYMOND E. POWERS Executive Vice President, Treasurer and November 19, 1997
Raymond E. Powers Assistant Secretary (Principal Financial
Officer and Principal Accounting
Officer)
/s/ ALEXANDER L. BERK Executive Vice President and a Director November 19, 1997
Alexander L. Berk
/s/ WILLIAM F. HACKETT President and a Director November 19, 1997
William F. Hackett
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on November 19, 1997.
Barton Brands of California, Inc.
By /s/ ALEXANDER L. BERK
Alexander L. Berk, Executive Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Sands and
Robert Sands and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or
officer of Barton Brands of California, Inc.) to sign any or all amendments (including post-effective amendments and any
registration statement filed pursuant to Rule 462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ ELLIS M. GOODMAN President and a Director November 19, 1997
Ellis M. Goodman (Principal Executive Officer)
/s/ EDWARD L. GOLDEN Vice President and a Director November 19, 1997
Edward L. Golden
/s/ ALEXANDER L. BERK Executive Vice President and a Director November 19, 1997
Alexander L. Berk
/s/ RAYMOND E. POWERS Executive Vice President, Treasurer, November 19, 1997
Raymond E. Powers Assistant Secretary and a Director
(Principal Financial Officer and
Principal Accounting Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on November 19, 1997.
Barton Brands of Georgia, Inc.
By /s/ ALEXANDER L. BERK
Alexander L. Berk, Executive Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Sands and
Robert Sands and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or
officer of Barton Brands of Georgia, Inc.) to sign any or all amendments (including post-effective amendments and any registration
statement filed pursuant to Rule 462(b)) to this Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
November 19, 1997
/s/ ELLIS M. GOODMAN President and a Director
Ellis M. Goodman (Principal Executive Officer)
/s/ EDWARD L. GOLDEN Vice President and a Director November 19, 1997
Edward L. Golden
/s/ ALEXANDER L. BERK Executive Vice President and a Director November 19, 1997
Alexander L. Berk
/s/ RAYMOND E. POWERS Executive Vice President, Treasurer and November 19, 1997
Raymond E. Powers Assistant Secretary
(Principal Financial Officer and
Principal Accounting Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on November 19, 1997.
Barton Distillers Import Corp.
By /s/ ALEXANDER L. BERK
Alexander L. Berk, Executive Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Sands and
Robert Sands and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or
officer of Barton Distillers Import Corp.) to sign any or all amendments (including post-effective amendments and any registration
statement filed pursuant to Rule 462(b)) to this Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
November 19, 1997
/s/ ELLIS M. GOODMAN President and a Director
Ellis M. Goodman (Principal Executive Officer)
/s/ ALEXANDER L. BERK Executive Vice President and a Director November 19, 1997
Alexander L. Berk
/s/ RAYMOND E. POWERS Executive Vice President, Treasurer, November 19, 1997
Raymond E. Powers Assistant Secretary and a Director
(Principal Financial Officer and
Principal Accounting Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on November 19, 1997.
Barton Financial Corporation
By /s/ RAYMOND E. POWERS
Raymond E. Powers, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Sands and
Robert Sands and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or
officer of Barton Financial Corporation) to sign any or all amendments (including post-effective amendments and any registration
statement filed pursuant to Rule 462(b)) to this Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ RAYMOND E. POWERS President, Secretary and a Director November 19, 1997
Raymond E. Powers (Principal Executive Officer)
/s/ CHARLES T. SCHLAU Treasurer and a Director November 19, 1997
Charles T. Schlau (Principal Financial Officer and
Principal Accounting Officer)
/s/ CHARLES B. CAMPBELL, JR. Director November 19, 1997
Charles B. Campbell, Jr.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on November 19, 1997.
Stevens Point Beverage Co.
By /s/ ALEXANDER L. BERK
Alexander L. Berk, Executive Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Sands and
Robert Sands and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or
officer of Stevens Point Beverage Co.) to sign any or all amendments (including post-effective amendments and any registration
statement filed pursuant to Rule 462(b)) to this Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ ELLIS M. GOODMAN Chairman of the Board of Directors November 19, 1997
Ellis M. Goodman
/s/ JAMES P. RYAN Chief Executive Officer, President and a November 19, 1997
James P. Ryan Director (Principal Executive Officer)
/s/ ALEXANDER L. BERK Executive Vice President and a Director November 19, 1997
Alexander L. Berk
/s/ RAYMOND E. POWERS Executive Vice President, Treasurer, November 19, 1997
Raymond E. Powers Assistant Secretary and a Director
(Principal Financial Officer and
Principal Accounting Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on November 19, 1997.
Monarch Import Company
By /s/ ALEXANDER L. BERK
Alexander L. Berk, Executive Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Sands and
Robert Sands and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or
officer of Monarch Import Company) to sign any or all amendments (including post-effective amendments and any registration
statement filed pursuant to Rule 462(b)) to this Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ ELLIS M. GOODMAN President and Chairman of the Board of November 19, 1997
Ellis M. Goodman Directors (Principal Executive Officer)
/s/ ALEXANDER L. BERK Executive Vice President and a Director November 19, 1997
Alexander L. Berk
/s/ RAYMOND E. POWERS Executive Vice President, Treasurer November 19, 1997
Raymond E. Powers Assistant Secretary and a Director
(Principal Financial Officer and
Principal Accounting Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Canandaigua, State of New York on November 19, 1997.
Canandaigua Wine Company, Inc.
By /s/ RICHARD SANDS
Richard Sands, Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Sands and
Robert Sands and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or
officer of Canandaigua Wine Company, Inc.) to sign any or all amendments (including post-effective amendments and any registration
statement filed pursuant to Rule 462(b)) to this Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ RICHARD SANDS Vice President and a Director November 19, 1997
Richard Sands
/s/ ROBERT SANDS Vice President, Secretary and a Director November 19, 1997
Robert Sands
/s/ THOMAS S. SUMMER Treasurer (Principal Financial Officer November 19, 1997
Thomas S. Summer and Principal Accounting Officer)
/s/ DANIEL C. BARNETT President November 19, 1997
Daniel C. Barnett (Principal Executive Office4)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on November 19, 1997.
The Viking Distillery, Inc.
By /s/ ALEXANDER L. BERK
Alexander L. Berk, Executive Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Sands and
Robert Sands and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or
officer of The Viking Distillery, Inc.) to sign any or all amendments (including post-effective amendments and any registration
statement filed pursuant to Rule 462(b)) to this Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ ELLIS M. GOODMAN President and a Director November 19, 1997
Ellis M. Goodman (Principal Executive Officer)
/s/ ALEXANDER L. BERK Executive Vice President and a Director November 19, 1997
Alexander L. Berk
/s/ EDWARD L. GOLDEN Vice President and a Director November 19, 1997
Edward L. Golden
/s/ RAYMOND E. POWERS Executive Vice President, Treasurer, November 19, 1997
Raymond E. Powers Assistant Secretary (Principal Financial
Officer and Principal Accounting
Officer)