EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
OFFER TO EXCHANGE
8 3/4% SERIES C SENIOR SUBORDINATED NOTES DUE 2003
FOR ANY AND ALL OUTSTANDING
8 3/4% SERIES B SENIOR SUBORDINATED NOTES DUE 2003
OF
CANANDAIGUA WINE COMPANY, INC.
As set forth in the Prospectus, dated __________________, 199__ (the
"Prospectus"), of Canandaigua Wine Company, Inc. (the "Company"), and the
accompanying Letter of Transmittal and instructions thereto (the "Letter of
Transmittal"), this form or one substantially equivalent hereto must be used to
accept the Company's offer to exchange (the "Exchange Offer") 8 3/4% Series C
Senior Subordinated Notes due 2003 (the "Exchange Notes") for any and all of its
outstanding 8 3/4% Series B Senior Subordinated Notes due 2003 (the "Old Notes")
if (i) certificates representing the Old Notes to be tendered for purchase and
payment are not immediately available, or (ii) time will not permit the Letter
of Transmittal, certificates representing such Old Notes or other required
documents to reach the Exchange Agent prior to the Expiration Date. This form
may be delivered by an Eligible Institution by mail or hand delivery, or
transmitted via facsimile with original to follow, to the Exchange Agent as set
forth below. All capitalized terms used herein but not defined herein shall
have the meanings ascribed to them in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
__________________, 1997 UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE").
TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE
EXPIRATION DATE.
THE EXCHANGE AGENT:
HARRIS TRUST AND SAVINGS BANK
C/O HARRIS TRUST COMPANY OF NEW YORK
By Mail, Hand or Overnight Courier: By Facsimile:
Harris Trust and Savings Bank (212) 701-7636
c/o Harris Trust Company of New York
77 Water Street, 4th Floor Confirm by Telephone:
New York, NY 10005 (212) 701-7624
Attn: Reorganization Department
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE,
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal is required to be Medallion Stamp guaranteed by an
"Eligible Institution" under the instructions thereto, such signature guarantee
must appear in the applicable space provided in the signature box on the Letter
of Transmittal.
LADIES AND GENTLEMEN:
The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Exchange Offer and the Letter of Transmittal,
receipt of which is hereby acknowledged, the aggregate principal amount of Old
Notes set forth below pursuant to the guaranteed delivery procedures set forth
in the Prospectus.
The undersigned understands that tenders of Old Notes will be accepted only
in principal amounts equal to $1000 or integral multiples thereof. The
undersigned understands that tenders of Old Notes pursuant to the Exchange Offer
may not be withdrawn after 5:00 p.m., New York City time on the Expiration Date.
Tenders of Old Notes may also be withdrawn if the Exchange Offer is terminated
without any such Old Notes being purchased thereunder or as otherwise provided
in the Prospectus.
All authority herein conferred or agreed to be conferred by this
Notice of Guaranteed Delivery shall survive the death or incapacity of the
undersigned and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and other
legal representatives of the undersigned.
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Owner(s) or Authorized Signatory:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Name(s) of Registered Holder(s):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Principal Amount of Old Notes Tendered:_________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Certificate No(s). of Old Notes (if available):_________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Area Code and Telephone No.:____________________________________________________
If Old Notes will be delivered by book-entry
transfer at The Depository Trust Company, insert
Depository Account No.:_________________________________________________________
Date:___________________________________________________________________________
This Notice of Guaranteed Delivery must be signed by the registered holder(s) of
Old Notes exactly as its (their) name(s) appear on certificates for Old Notes or
on a security position identifying it (them) as the owner of Old Notes, or by
person(s) authorized to become registered Holder(s) by endorsements and
documents transmitted with this Notice of Guaranteed Delivery. 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
provide the following information.
Please print name(s) and address(es)
Name(s) _______________________________________________________________
_______________________________________________________________
Capacity: _______________________________________________________________
Address(es): _______________________________________________________________
_______________________________________________________________
_______________________________________________________________
DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE
AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office, branch, agency or correspondent in the United
States, hereby guarantees that, within three New York Stock Exchange, Inc.
trading days after the Expiration Date, a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof), with any required signature
guarantees, together with certificates representing the Old Notes covered hereby
in proper form for transfer (or confirmation of the book-entry transfer of such
Old Notes into the Exchange Agent's account at the Depository Trust Company,
pursuant to the procedure for book-entry transfer set forth in the Prospectus)
and any other documents required by the Letter of Transmittal will be delivered
by undersigned to the Exchange Agent at its address set forth above.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL
AND OLD NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET
FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE
UNDERSIGNED.
Name of Firm:___________________________________________________________________
________________________________________________________________________________
Authorized Signature
Address:________________________________________________________________________
Name:___________________________________________________________________________
Title:__________________________________________________________________________
Area Code and Telephone No.:____________________________________________________
Date:___________________________________________________________________________
\25309\037\10DOCJFW.002