Exhibit 99.1
LETTER OF TRANSMITTAL
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WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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By execution of this Letter of Transmittal the undersigned acknowledges
receipt of the prospectus dated ________, 2001 (the "Prospectus") of
Constellation Brands, Inc., a Delaware corporation (the "Company"), which,
together with this letter of transmittal and the instructions hereto (the
"Letter of Transmittal"), constitutes the Company's offer (the "Exchange Offer")
to exchange $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 set forth in the
Prospectus. The new notes will be issued pursuant to an exemption from the
registration requirements of the U.S. Securities Act of 1933 and will be
unrestricted securities and will be freely transferable in accordance with the
Securities Act. Tenders of old notes will be accepted only in authorized
denominations of $1,000. Capitalized terms used but not defined herein have the
meanings given to them in the Prospectus.
Because all of the old notes are held in book-entry accounts at DTC
maintained by BNY Midwest Trust Company (an affiliate of the Exchange Agent, The
Bank of New York), as trustee, this Letter of Transmittal need not be manually
executed; provided, however, that tenders of old notes must be effected in
accordance with the procedures mandated by DTC's Automated Tender Offer Program
("ATOP"). To tender old notes in this manner, the electronic instructions sent
to DTC and transmitted to the Exchange Agent must contain the character by which
the participant acknowledges its receipt of and agrees to be bound by and make
all of the representations in this Letter of Transmittal. In all other cases, a
Letter of Transmittal must be manually executed and delivered to the Exchange
Agent in the manner set forth on the final page of this Letter of Transmittal.
Any questions regarding the Exchange Offer should be addressed to, and
materials relating to the Exchange Offer may be obtained from, the Exchange
Agent (telephone (+1 212) 815-5920, attention: Carol Montreuil).
Delivery of this Letter of Transmittal in a manner or to an address, or
transmission via telegram, telex or facsimile, other than as set forth above
will not constitute a valid delivery.
Ladies and Gentlemen:
Subject to the terms of the Exchange Offer, the undersigned hereby tenders
to the Company the principal amount of old notes indicated below. Subject to,
and effective upon, the acceptance for exchange of the principal amount of old
notes tendered in accordance with this Letter of Transmittal, the undersigned
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to the old notes tendered hereby. The undersigned
hereby irrevocably constitutes and appoints the Exchange Agent its agent and
attorney-in-fact with respect to the old notes with full power of substitution
to (i) deliver certificates for such old notes to the Company, or transfer
ownership of such old notes on the account books maintained by DTC, together, in
any such case, with all accompanying evidences of transfer and authenticity to,
or upon the order of, the Company and (ii) present such old notes for transfer
on the books of the Company and receive all benefits and otherwise exercise all
rights of beneficial ownership of such old notes, all in accordance with the
terms of the Exchange Offer. The power of attorney granted in this paragraph
shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, sell, assign and transfer the old notes tendered
hereby and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim when the same are acquired by the Company. The
undersigned also acknowledges that this Exchange Offer is being made in reliance
on an interpretation by the staff of the U.S. Securities and Exchange Commission
that the new notes issued in exchange for the old notes pursuant to the Exchange
Offer may be offered for resale, resold and otherwise transferred by holders
thereof (other than any such holder that is an "affiliate" of the Company within
the meaning of Rule 405 under the Securities Act) without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that such new notes are acquired in the ordinary course of such holders'
business and such holders have no arrangement with any person to participate in
the distribution of such new notes. If the undersigned is not a broker-dealer,
the undersigned represents that it is not engaged in, and does not intend to
engage in, a distribution of new notes. If the undersigned is a broker-dealer
that will receive new notes for its own account in exchange for old notes, the
undersigned represents that such old notes were acquired as a result of market-
making activities and acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such new
notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The undersigned represents that (i) the new notes acquired pursuant to the
Exchange Offer are being obtained in the ordinary course of business of the
person receiving such new notes, whether or not such person is the undersigned,
(ii) neither the undersigned holder of old notes nor any other person has an
arrangement or understanding with any person to participate in the distribution
of such new notes, (iii) if the undersigned is not a broker-dealer, or is a
broker-dealer but will not receive new notes for its own account in exchange for
old notes, neither the undersigned nor any such other person is engaged in or
intends to participate in the distribution of such new notes and (iv) neither
the undersigned nor any such other person is an "affiliate" of the Company
within the meaning of Rule 405 of the Securities Act or, if the undersigned is
an affiliate, that the undersigned will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the assignment and transfer of the old notes tendered
hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered old notes when, as and if the Company has given
written notice thereof to the Exchange Agent. If any tendered old notes are not
accepted for exchange pursuant to the Exchange Offer for any reason or if old
notes are submitted for a greater principal amount than the holder desires to
exchange, such unaccepted or non-exchanged old notes will
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be credited by book-entry transfer to the account at DTC from which they were
tendered as promptly as practicable after the expiration or termination of the
Exchange Offer.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, successors, and
assigns.
The undersigned understands that tenders of old notes pursuant to the
procedures described under the caption "The Exchange Offer-Procedures for
Tendering Old Notes" in the Prospectus and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer.
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The bracketed information is requested but is not required. All other
questions must be answered unless otherwise indicated. Only one offer may be
submitted by or on behalf of each beneficial holder owner of old notes.
[Name of Beneficial Owner: ___________________________
Contact Person ___________________________
Address ___________________________
Telephone (with international dialing code) ___________________________
Facsimile (with international dialing code) ___________________________]
Principal Amount Tendered
Bond Description CUSIP ISIN Principal
Amount
8% Senior Notes due 2008 21036PAA6 US21036PAA66 _____________
1. Company Name of Direct Participant in DTC signing: _________________________
Contact Person _________________________
Address _________________________
Telephone (with international dialing code) _________________________
Facsimile (with international dialing code) _________________________
2. Name of Clearing System (Euroclear, Clearstream
Banking or DTC) where old notes are held: _________________________
Account Number at Clearing System
referred to above where Series A
notes are held: _________________________
[_] Check here and fill in the name and address for delivery if you are a
broker-dealer and wish to receive 10 additional copies of the
Prospectus and 10 copies of any amendments or supplements thereto.
Name: ____________________________
Address: ____________________________
____________________________
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PLEASE SIGN HERE
This Letter of Transmittal must be signed by the holder(s) of the old notes
exactly as its name(s) appears(s) on a security position listing it as the owner
of old notes. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below
under "Capacity" and submit evidence satisfactory to the Company of such
person's authority to so act. See Instruction 3 herein.
x____________________________________ Date:_____________________________
x____________________________________ Date:_____________________________
Signature(s) of Holder(s) or
Authorized Signatory
Name(s):______________________________ Address:__________________________
______________________________________ __________________________________
(Please print) (including zip code or postal code)
Capacity(ies):________________________ Telephone (with international
dialing code):
__________________________________
Taxpayer Identification No(s):________
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Delivery of this Letter of Transmittal and Old Notes. The method of
delivery of this Letter of Transmittal, the tendered old notes, and all other
required documents to the Exchange Agent is at the election and risk of the
holders and, except as otherwise provided below, the delivery will be deemed
made only when actually received by the Exchange Agent or DTC in the case of
electronically delivered old notes. Instead of delivery by mail, it is
recommended that an overnight or hand delivery service be used. In all cases,
sufficient time should be allowed to assure timely delivery. No Letter of
Transmittal or old notes should be sent to the Company.
2. Partial Tenders. If less than all of the old notes evidenced by a
submitted certificate are to be tendered, the tendering holder(s) should fill in
the aggregate principal amount of old notes to be tendered in the box above
entitled "Principal Amount Tendered." All of the old notes held by a tendering
holder will be deemed to have been tendered unless otherwise indicated.
3. Signatures in a Fiduciary or Representative Capacity. If this Letter
of Transmittal (or copy hereof) is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and unless waived by the Company, evidence satisfactory
to the Company of their authority to so act must be submitted with this Letter
of Transmittal.
4. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of old notes pursuant to the Exchange Offer.
5. Waiver of Conditions. The Company reserves the absolute right to
amend, waive, or modify specified conditions in the Exchange Offer in the case
of any old notes tendered.
6. Irregularities. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or old
notes will be resolved by the Company, whose determination will be final and
binding. The Company reserves the absolute right to reject any or all Letters of
Transmittal or tenders that are not in proper form or the acceptance of which
would, in the opinion of the Company's counsel, be unlawful. The Company also
reserves the absolute right to waive any irregularities or conditions of tender
as to the particular old notes covered by any Letter of Transmittal or tendered
pursuant to such Letter of Transmittal. None of the Company, the Exchange Agent
or any other person will be under any duty to give notification of any defects
or irregularities in tenders or incur any liability for failure to give any such
notification. The Company's interpretation of the terms and conditions of the
Exchange Offer shall be final and binding.
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The Exchange Agent for the Exchange Offer is:
The Bank of New York
By Facsimile:
The Bank of New York
Attention: Reorganization Unit - 7E
Reference: Constellation Exchange Offer
Fax No. (+1 212) 815-6339
(For Eligible Institutions Only)
By Overnight Courier, Registered Mail or Certified Mail:
The Bank of New York
Attention: Reorganization Unit - 7E
Reference: Constellation Exchange Offer
101 Barclay Street
New York, New York 10286
By Hand:
The Bank of New York
Attention: Reorganization Unit - 7E
Reference: Constellation Exchange Offer
101 Barclay Street
Ground Level
Corporate Trust Services Window
New York, New York 10286