SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 11, 2001
(Date of earliest event reported: April 10, 2001)
RAVENSWOOD WINERY, INC.
(Exact name of Registrant as specified in its charter)
0-30002
(Commission File Number)
California 94-3026706
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
18701 Gehricke Road, Sonoma, California 95476
(Address of Principal Executive Offices) (Zip Code)
(707) 938-1960
(Registrant's telephone number, including area code)
Item 5. Other Events.
Ravenswood Winery, Inc. ("Ravenswood") entered into an Agreement and
Plan of Merger, dated April 10, 2001, (the "Merger Agreement") with
Constellation Brands, Inc., a Delaware corporation ("Constellation"), and VVV
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Constellation ("Merger Sub"). Pursuant to the Merger Agreement and subject to
the terms and conditions set forth therein, Merger Sub will be merged with and
into Ravenswood, with Ravenswood being the surviving corporation of such merger
(the "Merger"). As a result of the Merger, Ravenswood will become a wholly owned
subsidiary of Constellation. At the Effective Time (as defined in the Merger
Agreement) of the Merger, each issued and outstanding share of common stock, no
par value, of Ravenswood will be converted into the right to receive cash
consideration in the amount of $29.50 without interest.
The Merger is subject to termination or expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and to
approval by a majority of Ravenswood's stockholders and certain other
conditions. On April 10, 2001, Ravenswood and Constellation issued a joint press
release (the "Press Release") concerning the Merger and the execution of the
Merger Agreement.
The foregoing description of the Merger and related transactions does
not purport to be complete and is qualified in its entirety by reference to the
Merger Agreement and the Press Release, which are attached hereto and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
2 Agreement and Plan of Merger, dated April 10, 2001, by and between
Ravenswood Winery, Inc., Constellation Brands, Inc. and VVV Acquisition
Corp.
99 Joint Press Release of Ravenswood Winery, Inc. and Constellation
Brands, Inc. dated April 10, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
RAVENSWOOD WINERY, INC.
By: /s/ Callie Konno
------------------------------------
Callie Konno
Chief Financial Officer
Dated: April 11, 2001
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Exhibit Index
Exhibit No. Description
- ----------- -----------
2 Agreement and Plan of Merger, dated April 10, 2001, by and
between Ravenswood Winery, Inc., Constellation Brands, Inc. and
VVV Acquisition Corp.
99 Joint Press Release of Ravenswood Winery, Inc. and Constellation
Brands, Inc. dated April 10, 2001.
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