Exhibit 99.2
CONSTELLATION BRANDS, INC.
Offer to Exchange
8% Series B Senior Notes due 2008
(which have been registered under the Securities Act of 1933)
for
8% Senior Notes due 2008
(of which an aggregate principal amount of $200,000,000 is outstanding)
Pursuant to the Prospectus dated _______, 2001
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON, ______,
__________, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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__________, 2001
To Our Clients:
Enclosed for your consideration is a prospectus dated ________, 2001 (the
"Prospectus") and the related letter of transmittal (the "Letter of
Transmittal") relating to the offer (the "Exchange Offer") of Constellation
Brands, Inc., a Delaware corporation (the "Company"), to exchange $200,000,000
of its 8% Series B Senior Notes due 2008 (the "new notes") for $200,000,000 of
its outstanding 8% Senior Notes due 2008 (the "old notes") upon the terms and
subject to the conditions described in the Prospectus and the Letter of
Transmittal.
This material is being forwarded to you as the beneficial owner of the old
notes carried by us in your account but not registered in your name. A tender
of such old notes may only be made by us as the holder of record and pursuant to
your instructions.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the old notes held by us for your account, pursuant to the terms and
conditions set forth in the enclosed Prospectus and Letter of Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the old notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m.,
New York City time, on _______, 2001, unless extended by the Company. Any old
notes tendered pursuant to the Exchange Offer may be withdrawn at any time
before the Expiration Date.
If you wish to have us tender your old notes, please so instruct us by
completing, executing and returning to us the enclosed instruction form. THE
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE
USED DIRECTLY BY YOU TO TENDER SERIES A NOTES.
INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER
CONSTELLATION BRANDS, INC.
Offer to Exchange
8% Series B Senior Notes due 2008
(which have been registered under the Securities Act of 1933)
for
8% Senior Notes due 2008
(of which an aggregate principal amount of $200,000,000 is outstanding)
Pursuant to the Prospectus dated ________, 2001
To Registered Holder:
The undersigned hereby acknowledge(s) receipt of the prospectus dated
_________, 2001 (the "Prospectus") of Constellation Brands, Inc., a Delaware
corporation (the "Company"), and accompanying letter of transmittal (the "Letter
of Transmittal") that together constitute the Company's offer (the "Exchange
Offer") to exchange $200,000,000 of its 8% Series B Senior Notes due 2008 (the
"new notes") for $200,000,000 of its outstanding 8% Senior Notes due 2008 (the
"old notes"). Capitalized terms used but not defined have the meanings ascribed
to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken
by you relating to the Exchange Offer with respect to the old notes held by you
for the account of the undersigned.
The aggregate face amount of the old notes held by you for the account of
the undersigned is (fill in amount):
$____________________ of 8% Senior Notes due 2008.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check the appropriate box):
[_] To TENDER the old notes held by you for the account of the undersigned
(insert principal amount of old notes to be tendered (if any)):
$____________________ of 8% Senior Notes due 2008.
[_] NOT TO TENDER any old notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender old notes held by you for the
account of the undersigned, it is understood that you are authorized to make, on
behalf of the undersigned (and the undersigned, by its signature below, hereby
makes to you), the representations and warranties contained in the Letter of
Transmittal that are to be made with respect to the undersigned as a beneficial
owner, including but not limited to the representations, that (i) any new notes
acquired pursuant to the Exchange Offer will be obtained in the ordinary course
of business of the person receiving such new notes, whether or not such person
is the registered holder, (ii) neither the holder of old notes nor any other
person has an arrangement or understanding with any person to participate in the
distribution of such new notes, (iii) if the holder is not a broker-dealer, or
is a broker-dealer but will not receive new notes for its own account in
exchange for old notes, neither the holder nor any such other person is engaged
in or intends to participate in the distribution of such new notes and (iv)
neither the holder nor any such other person is an "affiliate" of the Company
within the meaning of Rule 405 of the Securities Act or, if such holder is an
affiliate, that such holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable. By so
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such new
notes, the undersigned is not deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.
SIGN HERE
Name of beneficial owner(s) (please print):____________________________________
Signature(s):__________________________________________________________________
Address:_______________________________________________________________________
Telephone (with international dialing code):___________________________________
Taxpayer Identification or Social Security/Employer Identification Number, if
applicable:____________________________________________________________________
Date:__________________________________________________________________________