EXHIBIT 99.1
AGREEMENT AMONG THE COMPANY, LES DOMAINES BARONS DE ROTHSCHILD
(LAFITE) AND SFI INTERMEDIATE, LTD. DATED SETEMBER 4, 2001
VOTING AGREEMENT
VOTING AGREEMENT ("Agreement") dated August 31, 2001, between DOMAINES
BARONS DE ROTHSCHILD (LAFITE) S.C.A., a French company ("DBR"), and SFI
INTERMEDIATE LTD., a Texas limited partnership ("SFI").
RECITALS
DBR and SFI each beneficially owns (as defined below) and has voting
control (as defined below) over a significant number of shares of common stock
(no par value ) ("Common Stock") of The Chalone Wine Group, Ltd., a California
corporation (the "Company"). DBR currently has three (3) designees on the
Company's board of directors (the "Board") and SFI currently has two (2)
designees on the Board. DBR and SFI each believes it will benefit from entering
into this Agreement relating to the voting of their respective Common Stock.
TERMS OF AGREEMENT
1. ELECTION OF DIRECTORS.
1.1 For so long as this Agreement remains in effect, each party shall
use its reasonable best efforts to ensure that, subject to any
limitations imposed by law or fiduciary responsibility, its
designee(s) then serving on the Board will (a) vote for the
inclusion of the other party's designees for election to the
Board (as provided in Section 1.3) on the management slate to be
presented for vote by the Company's shareholders, (b) 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, and (c) to cause the management slate of nominees for
election to the Board to include the number of designees of each
party determined in accordance with Section 1.3.
1.2 During the term of this Agreement, whether or not a party benefi-
cially owns and has voting control over Common Stock entitling
that party to designate a nominee or nominees to the Board at the
same level as in effect on the date of this Agreement, that party
shall vote all Common Stock which it at the time beneficially
owns and over which it has voting control in favor of the
designees of the other party in accordance with Section 1.3.
1.3 For purposes of Sections 1.1 and 1.2, the parties agree that they
each shall be entitled to have that number of designees to serve
on the Board determined as follows:
If a party beneficially owns and The party shall be
has voting control over the entitled to have the
followingpercentage of the total following number of
Common Stock issued and designees to serve on
outstanding the Board
26 percent or greater 3
12 percent but less than 26 percent 2
5 percent but less than 12 percent 1
less than 5 percent 0
If a party loses its entitlement to have one or more designees to
serve on the Board because of a decrease in the party's
beneficial ownership of and voting control over Common Stock, the
other party shall designate a replacement designee or designees
and each party (including the party which has so lost its
entitlement) shall remain obligated to vote the shares of Common
Stock which it beneficially owns and over which it has voting
control in favor of the designees
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(including replacement designees name in accordance with this
sentence) of the party who continues to have the right to
designate director nominees.
1.4 For purposes of this Agreement, the term "beneficial ownership"
means, with respect to shares of Common Stock, the possession of
(i) "voting power" (within the meaning of Rule 13d-3(a)(1) under
the Securities Exchange Act of 1934, as amended (the"Exchange
Act")) or (ii) "investment power" (within the meaning of Rule
13d-3(a)(2) under the Exchange Act) with respect to such shares;
provided, however, that "beneficial ownership" shall not include
beneficial ownership arising by virtue of the provisions of this
Agreement or any other agreement to act together with any person
(including the other part to this Agreement) for the purpose of
acquiring, holding, voting or disposing of any shares of Common
Stock. The terms "beneficially own" and "beneficially owns" have
correlative meanings. In addition, for purposes of this
Agreement, "voting control" means, with respect to shares of
Common Stock, the possession of "voting power" (within the
meaning of Rule 13d-3(a)(1) under the Securities Act) sufficient
to vote or direct the voting of such shares in the manner
provided in this Agreement.
2. SHAREHOLDER VOTES. During the term of this Agreement, each party,
subject to any limitations imposed by law or fiduciary responsibility,
shall vote all of its Common Stock in accordance with the Joint Vote
(as defined below) on all matters (other than the election of
directors) coming before the shareholders of the Company (the
"Shareholders"). Prior to any vote of the Shareholders (whether at an
annual or special meeting or by written consent), the parties shall in
good faith discuss and take an informal vote to determine the manner in
which they each intend to vote their Common Stock on the applicable
matter or matters to be submitted to the Shareholders. If the results
of such informal vote indicate that the parties concur on how to vote
with respect to such matter or matters, the parties shall vote their
share of common Stock accordingly (a "Joint Vote"), when such matter or
matters are submitted to the Shareholders.
3. OWNERSHIP B DESIGNEES.
3.1 For purposes Sections 1.2 and 1.3 of this Agreement, Common Stock
beneficially owned by either party shall include any Common Stock
beneficially owned by that party's designees on Board.
3.2 DBR and SFI agree they each will exercise their respective
reasonable best efforts to cause their respective designees on
the Board to vote the shares of Common Stock beneficially owned
by them on all matters coming before the Shareholders in
accordance with the provisions of this Agreement, as if such
shares were owned by the party that designated such person.
4. TRANSFER OF COMMON STOCK. Nothing in this Agreement shall be construed
to restrict the sale, transfer or other disposition of Common Stock
beneficially owned by either party. Shares transferred by either party
to a person or entity who is not a party to this Agreement may be
transferred free and clear of any rights and obligations under this
Agreement; provided, the transferor no longer has beneficial ownership
of or voting control over the transferred Common Stock.
5. TERM; TERMINATION. This Agreement shall automatically terminate on the
earliest to occur of (a) the tenth anniversary hereof, (b) the first
date on which either party no longer beneficially owns or has voting
control over any Common Stock, or (c) the date on which this Agreement
is terminated in accordance with Section 7.4.
6. NOTICES. All notices and other communications hereunder shall be in
writing and shall be given by (a) personal delivery, (b) courier
service, (c) facsimile (which is confirmed), or (d) registered or
certified mail (postage prepaid, return receipt requested ) and shall
be effective when received and shall be addressed as follows:
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If to DBR, to:
Domaines Barons de Rothschild (Lafite) S.C.A.
33, rue de la Baume
75008 Paris
FRANCE
Attention: Baron Eric de Rothschild
Facsimile: 01-33-1-5389-7801
With a copy to:
Piper Marbury Rudnick & Wolfe LLP
1251 Avenue of the Americas, 29th Floor
New York, New York 10020
Attention: Michael A. Varet, Esp.
Facsimile: (212) 835-6252
If to SFI, to:
SFI Intermediate Ltd.
C/o HM International, Inc.
5810 East Skelly Drive
Suite 1650
Tulsa, Oklahoma 74135
Facsimile: (918) 664-6451
or to such other address the person to whom notice is given may have previously
furnished in writing in the manner set forth above.
7. MISCELLANEOUS.
7.1 REMEDIES. Each party hereto recognizes and agrees that if for any
reason any provision of this Agreement is not performed by the
other party in accordance with its specific terms or is otherwise
breached, immediate and irreparable harm or injury would be
caused to the non-breaching party for which money damages would
not be an adequate remedy. Accordingly, the parties agree that,
in addition to any other available remedies, the non-breaching
party shall be entitled to seek an injunction restraining any
violation or threatened violation of the provision of this
Agreement.
7.2 CONSTRUCTION. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the
remaining terms and provisions of this Agreement or affecting the
validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. Without limiting the
foregoing, with respect to any provision of this Agreement, if it
is determined by a court of competent jurisdiction to be
excessive as to duration or scope, it is the parties' intention
that such provision nevertheless be enforced to the fullest
extent which it may be enforced.
7.3 MISCELLANEOUS.This Agreement (a) constitutes the entire agreement
between the parties hereto with respect to its subject matter;
(b) may not be amended, modified or waived except by an
instrument in writing signed and delivered on behalf of both
parties thereto; (c) shall be governed by the laws of the State
of California without reference to its conflict of law rules; and
(d) may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which shall constitute
one and the same agreement.
7.4 TERMINATION. Either DBR or SFI may termination this Agreement at
any time by giving written notice of termination to the other
party.
7.5 EFFECTIVE DATE. This Agreement shall become effective on
September 1, 2001.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
DOMAINES BARONS DE ROTHSCHILD (LAFITE) S.C.A
By: /s/ BARON ERIC DE ROTHSCHILD
____________________________________
Baron Eric de Rothschild,
Managing Director
SFI INTERMEDIATE, LTD.
By: /s/ PHYLLIS S. HOJEL
____________________________________
Phyllis S. Hojel
President GIIA l Holdings, Inc.,
its general partner
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