SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): August 31, 2001
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The Chalone Wine Group, Ltd.
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(Exact Name of Registrant as Specified in Charter)
California 0-13406 94-1696731
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(Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification
Number)
621 Airpark Road, Napa, California 94558
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (707) 254-4200
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ITEM 5. OTHER EVENTS.
On September 1, 2001, Domains Barons de Rothschild (Lafite) S.C.A., a
French company ("DBR") and SFI Intermediate Ltd., a Texas limited partnership
("SFI") entered into a voting agreement dated August 31, 2001 (the "Voting
Agreement") with respect to the shares of Common Stock of the Registrant that
each beneficially owns and over which each has voting control. DBR and SFI own
44.5% and 17.8%, respectively, of the voting securities of the Registrant.
The Voting Agreement provides that each party shall be entitled to
appoint a specific number of designees to serve on the Board of Directors of the
Registrant (up to a total of six designees), based upon the percentage of the
Registrant's total outstanding Common Stock beneficially owned by such party and
over which such party has voting control. If a party loses its entitlement to
appoint one or more designees to serve on the Board of Directors because of a
decrease in its beneficial ownership of and voting control over the Registrant's
Common Stock, the other party shall designate a replacement designee or
designees. In addition, the Voting Agreement provides that during the term of
the Voting Agreement, each party shall vote all of the Registrant's Common Stock
that it beneficially owns and over which it has voting control in favor of the
designees of the other party.
The Voting Agreement also provides that for so long as the Voting
Agreement remains in effect each of DBR and SFI shall use its reasonable best
efforts, subject to any limitations of applicable law, to ensure that its
designees on the Registrant's Board of Directors will (i) vote for the inclusion
of the other party's designees for election to the Board of Directors on the
management slate to be presented for vote to the Company's shareholders, (ii)
vote for the election of a person or persons mutually agreed by the parties to
fill any vacancy or newly created position on the Board of Directors and (iii)
cause the management slate of nominees for election to the Board of Directors to
include the number of designees of each party determined in accordance with such
party's percentage ownership of the Registrant's Common Stock under the Voting
Agreement.
The Voting Agreement further provides that, with respect to the
provisions governing the election of directors, Common Stock of the Registrant
beneficially owned by either party shall include any Common Stock beneficially
owned by that party's designees on the Board of Directors. The Voting Agreement
requires the parties to use their reasonable best efforts to cause their
respective designees on the Board of Directors to vote their shares of Common
Stock in accordance with the Voting Agreement.
The Voting Agreement also provides that, prior to voting on a matter
(other than the election of directors) coming before the shareholders, DBR and
SFI shall in good faith discuss such matter and then take an informal vote to
determine the manner in which each party intends to vote. If the informal vote
shows that DBR and SFI concur on how they intend to vote on such matter, they
shall vote their shares accordingly when the applicable matter is submitted to
the shareholders for approval.
The Voting Agreement shall automatically terminate on the earliest to
occur of (i) the tenth anniversary of the Voting Agreement, (ii) the first date
on which either party no longer beneficially owns or has voting control over any
Common Stock of the Registrant, or (iii) the date on which the Voting Agreement
is terminated by either DBR or SFI (which either party may do at any time, by
giving written notice of termination to the other party).
The Voting Agreement is an exhibit to this Current Report. The
foregoing summary of material terms of the Voting Agreement is qualified in its
entirety by reference to this exhibit. The foregoing disclosure shall not be
deemed an acknowledgment by the Registrant that a change in control of the
Registrant, as contemplated by Item 1 of Form 8-K ,has occurred.
ITEM 7. EXHIBITS.
10.1 Press Release, dated September 21, 2001.
99.1 Voting Agreement, dated August 31, 2001, between Domains
Barons de Rothschild (Lafite) S.C.A., a French company and SFI
Intermediate Ltd., a Texas limited partnership.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 21, 2001 The Chalone Wine Group, Ltd.
(Registrant)
By: /s/ SHAWN CONROY BLOM
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Shawn Conroy Blom
Chief Financial Officer