UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CONSTELLATION BRANDS, INC.
--------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
Class B Common Stock, par value $.01 per share
-----------------------------------------------
(Title of Class of Securities)
Class A 21036P 10 8
Class B 21036P 20 7
-------------------
(CUSIP Numbers)
Roger W. Byrd, Esq.
Nixon Peabody LLP
1300 Clinton Square
Rochester, New York 14604
716-263-1687
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
-----------------------------------------------------------------
October 1, 2001
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
- 2 -
--------------------------------------------------
CUSIP NO. Class A 21036P 10 8
Class B 21036P 20 7
--------------------------------------------------
---------- -------------------------------------------------------------------
1 Names of Reporting Persons
IRS Identification Nos. of above Persons (Entities Only)
Richard Sands
---------- -------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group*
(A) |X|
(B) |_|
---------- -----------------------------------------------------------------
3 SEC Use Only
---------- -------------------------------------------------------------------
4 Source of Funds
OO
---------- -------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
---------- -------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
---------- -------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares Class A Shares 398,302
Class B Shares 1,477,058
-------- -------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by Class A Shares 147,356
Class B Shares 2,715,036
-------- -------------------------------------------------
Each 9 Sole Dispositive Power
Reporting Class A Shares 398,302
Class B Shares 1,477,058
-------- -------------------------------------------------
Person with 10 Shared Dispositive Power
Class A Shares 147,356
Class B Shares 2,715,036
------------------- -------- -------------------------------------------------
11 Aggregate Amount Beneficially Owned by Reporting Person
Class A Shares 545,658 (4,737,752 if Class B Shares were
converted)
Class B Shares 4,192,094
------------ -----------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares |_|
------------ -----------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
Class A Shares 1.5% (11.3% if Class B Shares were
converted)
Class B Shares 69.0%
------------ -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------ -----------------------------------------------------------------
-3-
--------------------------------------------------
CUSIP NO. Class A 21036P 10 8
Class B 21036P 20 7
--------------------------------------------------
---------- -------------------------------------------------------------------
1 Names of Reporting Persons
IRS Identification Nos. of above Persons (Entities Only)
Robert Sands
---------- -------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group*
(A) |X|
(B) |_|
---------- -------------------------------------------------------------------
3 SEC Use Only
---------- -------------------------------------------------------------------
4 Source of Funds
OO
---------- -------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
---------- -------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
---------- -------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares Class A Shares 428,299
Class B Shares 1,475,648
-------- -------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by Class A Shares 147,356
Class B Shares 2,715,036
-------- -------------------------------------------------
Each 9 Sole Dispositive Power
Reporting Class A Shares 428,299
Class B Shares 1,475,648
-------- -------------------------------------------------
Person with 10 Shared Dispositive Power
Class A Shares 147,356
Class B Shares 2,715,036
------------------- -------- -------------------------------------------------
11 Aggregate Amount Beneficially Owned by Reporting Person
Class A Shares 575,655 (4,766,339 if Class B Shares were
converted)
Class B Shares 4,190,684
------------ -----------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares |_|
------------ -----------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
Class A Shares 1.5% (11.4% if Class B Shares were
converted)
Class B Shares 69.0%
------------ -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------ -----------------------------------------------------------------
-4-
--------------------------------------------------
CUSIP NO. Class A 21036P 10 8
Class B 21036P 20 7
--------------------------------------------------
---------- -------------------------------------------------------------------
1 Names of Reporting Persons
IRS Identification Nos. of above Persons (Entities Only)
Marilyn Sands
---------- -------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group*
(A) |_|
(B) |_|
---------- -------------------------------------------------------------------
3 SEC Use Only
---------- -------------------------------------------------------------------
4 Source of Funds
OO
---------- -------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
---------- -------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
---------- -------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares Class A Shares 1,078,106
Class B Shares 9,000
-------- -------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by Class A Shares 29,454
Class B Shares 203,700
-------- -------------------------------------------------
Each 9 Sole Dispositive Power
Reporting Class A Shares 1,078,106
Class B Shares 9,000
-------- -------------------------------------------------
Person with 10 Shared Dispositive Power
Class A Shares 29,454
Class B Shares 203,700
------------------- -------- -------------------------------------------------
11 Aggregate Amount Beneficially Owned by Reporting Person
Class A Shares 1,107,560 (1,320,260 if Class B Shares were
converted)
Class B Shares 212,700
------------ -----------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares |_|
------------ -----------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
Class A Shares 3.0% (3.5% if Class B Shares were
converted)
Class B Shares 3.5%
------------ -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------ -----------------------------------------------------------------
-5-
--------------------------------------------------
CUSIP NO. Class A 21036P 10 8
Class B 21036P 20 7
--------------------------------------------------
---------- -------------------------------------------------------------------
1 Names of Reporting Persons
IRS Identification Nos. of above Persons (Entities Only)
CWC Partnership-I
---------- -------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group*
(A) |X|
(B) |_|
---------- -------------------------------------------------------------------
3 SEC Use Only
---------- -------------------------------------------------------------------
4 Source of Funds
OO
---------- -------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
---------- -------------------------------------------------------------------
6 Citizenship or Place of Organization
New York
---------- -------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares Class A Shares 0
Class B Shares 0
-------- -------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by Class A Shares 118,094
Class B Shares 1,524,770
-------- -------------------------------------------------
Each 9 Sole Dispositive Power
Reporting Class A Shares 0
Class B Shares 0
-------- -------------------------------------------------
Person with 10 Shared Dispositive Power
Class A Shares 118,094
Class B Shares 1,524,770
------------------- -------- -------------------------------------------------
11 Aggregate Amount Beneficially Owned by Reporting Person
Class A Shares 118,094 (1,642,864 if Class B Shares were
converted)
Class B Shares 1,524,770
------------ -----------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares |_|
------------ -----------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
Class A Shares 0.3% (4.2% if Class B Shares were
converted)
Class B Shares 25.1%
------------ -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------------ -----------------------------------------------------------------
-6-
--------------------------------------------------
CUSIP NO. Class A 21036P 10 8
Class B 21036P 20 7
--------------------------------------------------
---------- -------------------------------------------------------------------
1 Names of Reporting Persons
IRS Identification Nos. of above Persons (Entities Only)
Trust for the benefit of Andrew Stern, M.D. under
Article "FIFTH (D)" of the Will of Laurie Sands
---------- -------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group*
(A) |_|
(B) |_|
---------- -------------------------------------------------------------------
3 SEC Use Only
---------- -------------------------------------------------------------------
4 Source of Funds
OO
---------- -------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
---------- -------------------------------------------------------------------
6 Citizenship or Place of Organization
New York
---------- -------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares Class A Shares 0
Class B Shares 0
-------- -------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by Class A Shares 118,094
Class B Shares 1,665,678
-------- -------------------------------------------------
Each 9 Sole Dispositive Power
Reporting Class A Shares 0
Class B Shares 0
-------- -------------------------------------------------
Person with 10 Shared Dispositive Power
Class A Shares 118,094
Class B Shares 1,665,678
------------------- -------- -------------------------------------------------
11 Aggregate Amount Beneficially Owned by Reporting Person
Class A Shares 118,094 (1,783,772 if Class B Shares were
converted)
Class B Shares 1,665,678
------------ -----------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares |_|
------------ -----------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
Class A Shares 0.3% (4.6% if Class B Shares were
converted)
Class B Shares 27.4%
------------ -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
------------ -----------------------------------------------------------------
-7-
--------------------------------------------------
CUSIP NO. Class A 21036P 10 8
Class B 21036P 20 7
--------------------------------------------------
---------- -------------------------------------------------------------------
1 Names of Reporting Persons
IRS Identification Nos. of above Persons (Entities Only)
Trust for the benefit of the Grandchildren
of Marvin and Marilyn Sands
---------- -------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group*
(A) |X|
(B) |_|
---------- -------------------------------------------------------------------
3 SEC Use Only
---------- -------------------------------------------------------------------
4 Source of Funds
OO
---------- -------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
---------- -------------------------------------------------------------------
6 Citizenship or Place of Organization
New York
---------- -------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares Class A Shares 0
Class B Shares 0
-------- -------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by Class A Shares 0
Class B Shares 1,012,500
-------- -------------------------------------------------
Each 9 Sole Dispositive Power
Reporting Class A Shares 0
Class B Shares 0
-------- -------------------------------------------------
Person with 10 Shared Dispositive Power
Class A Shares 0
Class B Shares 1,012,500
------------------- -------- -------------------------------------------------
11 Aggregate Amount Beneficially Owned by Reporting Person
Class A Shares 0 (1,012,500 if Class B Shares were
converted)
Class B Shares 1,012,500
------------ -----------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares |_|
------------ -----------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
Class A Shares 0.0% (2.6% if Class B Shares were
converted)
Class B Shares 16.7%
------------ -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
------------ -----------------------------------------------------------------
-8-
--------------------------------------------------
CUSIP NO. Class A 21036P 10 8
Class B 21036P 20 7
--------------------------------------------------
---------- -------------------------------------------------------------------
1 Names of Reporting Persons
IRS Identification Nos. of above Persons (Entities Only)
CWC Partnership-II
---------- -------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group*
(A) |X|
(B) |_|
---------- -------------------------------------------------------------------
3 SEC Use Only
---------- -------------------------------------------------------------------
4 Source of Funds
OO
---------- -------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
---------- -------------------------------------------------------------------
6 Citizenship or Place of Organization
New York
---------- -------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares Class A Shares 0
Class B Shares 0
-------- -------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by Class A Shares 0
Class B Shares 140,908
-------- -------------------------------------------------
Each 9 Sole Dispositive Power
Reporting Class A Shares 0
Class B Shares 0
-------- -------------------------------------------------
Person with 10 Shared Dispositive Power
Class A Shares 0
Class B Shares 140,908
------------------- -------- -------------------------------------------------
11 Aggregate Amount Beneficially Owned by Reporting Person
Class A Shares 0 (140,908 if Class B Shares were
converted)
Class B Shares 140,908
------------ -----------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares |_|
------------ -----------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
Class A Shares 0.0% (0.4% if Class B Shares were
converted)
Class B Shares 2.3%
------------ -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------------ -----------------------------------------------------------------
-9-
--------------------------------------------------
CUSIP NO. Class A 21036P 10 8
Class B 21036P 20 7
--------------------------------------------------
---------- -------------------------------------------------------------------
1 Names of Reporting Persons
IRS Identification Nos. of above Persons (Entities Only)
The Stockholders Group described in Item 2
---------- -------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group*
(A) |X|
(B) |_|
---------- -------------------------------------------------------------------
3 SEC Use Only
---------- -------------------------------------------------------------------
4 Source of Funds
OO
---------- -------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
---------- -------------------------------------------------------------------
6 Citizenship or Place of Organization
Not Applicable
---------- -------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares Class A Shares 0
Class B Shares 0
-------- -------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by Class A Shares 973,957
Class B Shares 5,667,742
-------- -------------------------------------------------
Each 9 Sole Dispositive Power
Reporting Class A Shares 0
Class B Shares 0
-------- -------------------------------------------------
Person with 10 Shared Dispositive Power
Class A Shares 973,957
Class B Shares 5,667,742
------------------- -------- -------------------------------------------------
11 Aggregate Amount Beneficially Owned by Reporting Person
Class A Shares 973,957 (6,641,699 if Class B Shares were
converted)
Class B Shares 5,667,742
------------ -----------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares |_|
------------ -----------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
Class A Shares 2.6% (15.3% if Class B Shares were
converted)
Class B Shares 93.3%
------------ -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
------------ -----------------------------------------------------------------
-10-
ITEM 1. SECURITY AND ISSUER.
The classes of equity securities to which this Amendment No. 1 to
Schedule 13D (this "Amendment") relates are the Class A Common Stock, par value
$0.01 (the "Class A Stock"), and the Class B Common Stock, par value $0.01 (the
"Class B Stock"), of Constellation Brands, Inc., a Delaware corporation with its
principal offices at 300 WillowBrook Office Park, Fairport, New York 14450 (the
"Company"). The Company was formerly known as Canandaigua Wine Company, Inc. and
Canandaigua Brands, Inc.
ITEM 2. IDENTITY AND BACKGROUND.
This amendment No. 1 to Schedule 13D is being filed by Richard Sands,
Robert Sands, Marilyn Sands, CWC Partnership-I, a New York general partnership
("CWCP-I"), a Trust for the benefit of Andrew Stern M.D. under the Will of
Laurie Sands (the "Marital Trust"), a Trust for the benefit of the grandchildren
of Marvin and Marilyn Sands (the "Grandchildrens' Trust"), and a stockholders
group pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934
(collectively, the "Reporting Persons"). The stockholders group (the "Group") is
comprised of Richard Sands, Robert Sands, CWCP-I, CWC Partnership-II, a New York
general partnership ("CWCP-II") and the Grandchildrens' Trust.
This Schedule 13D amends and restates the Schedule 13D filed by Marvin
Sands, Marilyn Sands, Richard Sands, Robert Sands, Laurie Sands, the
Grandchildrens' Trust and four trusts of which Marilyn Sands was trustee (the
"GRITs") in October, 1993 with respect to transactions on June 17 and 29, 1993
(the "Original Filing"). The reporting persons in the Original Filing are
referred to in this Amendment as the "Original Reporting Persons." The Group for
purposes of this Amendment is comprised of fewer members than the group reported
in the Original Filing because the Affiliates Agreement (which was filed as an
exhibit to the Original Filing) which provided the basis for a portion of the
former group has terminated or expired in accordance with its terms.
Certain information with respect to the Reporting Persons and Group
Members is set forth below:
1. Richard Sands
a. Principal Occupation: Chairman of the Board,
President and Chief
Executive Officer of the
Company
b. Citizenship: United States
2. Robert Sands
a. Principal Occupation: Group President of the
Company
b. Citizenship: United States
3. Marilyn Sands
a. Principal Occupation: Retired
b. Citizenship: United States
-11-
4. CWC Partnership-I
a. State of Organization: New York (a general
partnership)
b. Principal Business: Investing
5. Trust for the benefit of Andrew Stern, M.D. under the will of
Laurie Sands
a. State of Organization: New York
b. Principal Business: Administration of Trust
Assets
6. Trust for the Benefit of the Grandchildren of Marvin and Marilyn
Sands
a. State of Organization: New York
b. Principal Business: Administration of Trust
Assets
7. The Group
a. State of Organization: Not Applicable
b. Principal Business: Investing
8. CWC Partnership-II
a. State of Organization: New York (a general
partnership)
b. Principal Business: Investing
The principal office address or business address of each of the
Reporting Persons and Group Members is 300 WillowBrook Office Park, Fairport,
New York 14450. None of the Reporting Persons or Group Members has, during the
last five years, been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
he, she or it is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable with respect to the current transaction described in
Section 4 or with respect to any intervening transactions described in Section 4
that were gifts or dispositions. With respect to the intervening transactions
described in Section 4 that were not gifts or dispositions, acquired shares
would have been purchased with personal funds of the purchaser, on margin, with
proceeds of borrowings, or a combination of the foregoing.
ITEM 4. PURPOSE OF THE TRANSACTION
Current Transaction. The current transaction being reported is the sale
by R, R, M & C Partners, L.L.C., a Missouri limited liability company (the
"LLC"), and M, L, R & R, a New York general partnership ("MLR&R"), of an
aggregate of 2,150,000 shares of Class A Stock in a registered, underwritten
public offering (the "Offering") at a public offering price of $38.75 per share.
Richard Sands and Robert Sands are each 50% owners of and the only directors or
officers of R, R, M & C Management Corporation, a Missouri corporation (the
"General Partner"), the General Partner is the sole general partner of R, R, M &
C Group, L.P., a Missouri limited partnership (the "Partnership"), and the
Partnership is the sole manager and sole member
-12-
of the LLC. Richard Sands, Robert Sands and CWCP-I are general partners of
MLR&R. The LLC, the General Partner, the Partnership and MLR&R have filed a
separate Schedule 13D and an amendment thereto regarding the current transaction
being reported on this Amendment and the transactions through which the LLC
obtained the Class A Stock sold in the offering.
Of the 2,150,000 shares of Class A Stock sold in the Offering, the LLC
sold 2,002,002 shares and MLR&R sold 147,998 shares. The LLC obtained the shares
of Class A Stock sold by it in the offering through the following transactions:
(a) on August 28, 2001 (i) each of Richard Sands and Robert Sands contributed
1,001 shares of Class A Stock to the General Partner and received one-half of
the issued and outstanding stock of the General Partner, (ii) the General
Partner Contributed 2,002 shares of Class A Stock to the Partnership and
received a 0.1% general partnership interest in the Partnership, and (iii) each
of Richard Sands, Robert Sands, Marilyn Sands and CWCP-I contributed 500,000
shares of Class A Stock to the Partnership and received a 24.975% limited
partnership interest in the Partnership, (b) on August 31, 2001, the Partnership
Contributed all 2,002,002 shares of Class A Stock to the LLC. MLR&R had
previously acquired the shares of Class A Stock sold by it in the Offering in
certain of the intervening transactions described below, and (c) on September
21, 2001, each of Richard Sands, Robert Sands, Marilyn Sands and CWCP-I assigned
their respective limited partnership interests in the Partnership to certain
charitable remainder trusts.
Intervening Transactions. Between the date of the Original Filing and
the transactions described above, the transactions described below occurred and
affected the beneficial ownership of the Reporting Persons, the Group Members or
the Original Reporting Persons (collectively, the "Covered Persons"):
o On November 15, 1993, certain of the Covered Persons and their
spouses converted the Company's 7% Convertible Subordinated
Debentures due 2011 then held by them into the following number of
shares of Class A Stock: Marvin Sands - 60,372; Marilyn Sands -
16,739; Richard Sands - 57,683; Robert Sands - 57,738; Laurie
Sands - 57,738; the former spouse of Richard Sands - 3,402; the
spouse of Robert Sands - 2,194; and the spouse of Laurie Sands -
2,194.
o On January 1, 1994, Marvin Sands contributed 160,000 shares of
Class A Stock to a unitrust, each of Richard Sands and Robert
Sands contributed 200,000 shares to unitrusts, and Laurie Sands
gave 200,000 shares of Class A Stock to her spouse who contributed
them to a unitrust. These 760,000 shares of Class A Stock were
sold by the unitrusts over a period of time in transactions exempt
from registration pursuant to Rule 144 or were contributed by the
unitrusts to the Mac and Sally Sands Foundation, Incorporated, a
Virginia corporation (the "Sands Foundation").
o On January 26 and 27, 1994, Marilyn Sands and the spouses of other
Covered Persons acquired the following number of shares of Class A
Stock in open market purchases: Marilyn Sands - 700; former spouse
of Richard Sands - 4,678; spouse of Robert Sands - 14,242; and
spouse of Laurie Sands - 18,830.
o On January 17, 1995, each of Richard Sands, Robert Sands and
Laurie Sands contributed shares of Class A Stock and Class B Stock
to CWCP-I. Each of Richard
-13-
Sands and Robert Sands contributed 1,545 shares of Class A Stock
and 3,395 shares of Class B Stock to CWCP-I. Laurie Sands
contributed 305,861 shares of Class A Stock and 672,174 shares of
Class B Stock to CWCP-I. In addition, Laurie Sands contributed her
interest in MLR&R to CWCP-I and each of Richard Sands and Robert
Sands contributed .0505% of their respective interests in MLR&R to
CWCP-I. Laurie Sands contributed her remainder interest in 262,500
shares subject to a life estate of Marilyn Sands and her interest
as a beneficiary under the GRITs to CWCP-II, and Robert Sands
transferred 1.01% of his remainder interest in 262,500 shares
subject to Marilyn Sands' life estate and 1.01% of his interest as
a beneficiary under the GRITs to the Robert Sands Descendants
Trust which, in turn, contributed such reminder and beneficial
interests to CWCP-II. As a result of Laurie Sands' death in 1995,
her interests in CWCP-I and CWCP-II were transferred to the
Marital Trust and certain trusts for the benefit of her children
in accordance with her will.
o On January 26, 1996, Marvin Sands acquired 13,145 shares of Class
A Stock in an open market purchase, Richard Sands and Robert Sands
each acquired 16,408 shares of Class A Stock in open market
purchases, and the Sands Foundation, acquired 10,431 shares of
Class A Stock in an open market purchase.
o Between October 17, 1996 and October 25, 1996, the following
persons acquired the following number of shares of Class A Stock
in open market purchases: Marvin Sands - 9,832; Robert Sands -
1,075; the current spouse of Richard Sands - 1,787; the spouse of
Robert Sands - 3,842; and MLR&R - 47,516.
o On April 6, 1999, Marvin Sands contributed 26,579 shares of Class
A Stock and 101,850 shares of Class B Stock to The Marvin Sands
Master Trust (the "Master Trust"). Prior to his death on August
28, 1999, Marvin Sands also transferred his interest in MLR&R to
the Master Trust. On August 29, 1999, the Master Trust transferred
26,579 shares of Class A Stock and 83,421 shares of Class B Stock
to MLR&R.
o Richard Sands gave 5,000 shares of Class A Stock to charity on
each of December 13, 1998, December 22, 1999, December 20, 2000
and April 6, 2001. Robert Sands gave 2,000 shares of Class A Stock
to the Sands Foundation on each of December 31, 1998 and December
20, 2000.
o The GRITs expired by their terms on November 18, 1993, 1995, 1997
and 1999. The shares of Class B Stock held by the GRITs were
distributed to: Richard Sands - 92,250; Robert Sands - 91,546;
Laurie Sands - 22,500; and CWCP-II - 70,454.
o The Covered Persons made and received gifts of shares of Class A
Stock throughout the period between the Original Filing and this
Amendment. The net increase or (decrease) in the number of shares
of Class A Stock resulting from gifts during this period with
respect to each of the Covered Persons and their spouses are as
follows: Marvin Sands - (1,395); Marilyn Sands - (13,607); Richard
Sands - 780; Robert Sands - 780; Laurie Sands - 602; former spouse
of Richard Sands - 1,965; current
-14-
spouse of Richard Sands - 178; spouse of Robert Sands - 2,662;
spouse of Laurie Sands - 2,128.
o On May 14, 2001, the Company effected a two-for-one stock split in
the form of a stock dividend which was distributed to stockholders
of record as of April 30, 2001. Accordingly, each of the Covered
Persons and their spouses received one share of Class A Stock for
each share of Class A Stock held by them on April 30, 2001 and one
share of Class B Stock for each share of Class B Stock held by
them on April 30, 2001.
o Some of the shares of Class A Stock reported in the Original
Filing as being beneficially owned by the Original Reporting
Persons were reported as such because they were held in accounts
in which such Original Reporting Persons were joint tenants. Such
accounts were established in error and have been corrected.
Accordingly, the following Original Reporting Persons no longer
have beneficial ownership of the following number of shares of
Class A Stock: Richard Sands - 17,288; Robert Sands - 17,288;
Marilyn Sands - 2,280; and Laurie Sands - 17,288.
In the descriptions above, references to the spouse of a Covered Person include
any transactions by the spouse of the Covered Person as custodian for the minor
children of the Covered Person or their spouse. Any transactions by the former
spouse of Richard Sands on or after May 9, 1996, the day their divorce decree
became final, are not described above. Also, transactions by the spouse of
Laurie Sands after her death are not described above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The table below sets forth the shares of Class A Stock and Class B
Stock beneficially owned by each Reporting Person and Group Member. The
percentages of ownership were calculated on the basis of 37,291,021 shares of
Class A Stock and 6,074,445 shares of Class B Stock outstanding as of the close
of business on October 8, 2001. Shares of Class B Stock are convertible into
shares of Class A Stock on a one-to-one basis at any time at the option of the
holder. Of the Original Reporting Persons, Laurie Sands and the GRITs no longer
own any shares of Class A Stock or Class B Stock and are accordingly omitted
from this Amendment. In addition, Marilyn Sands no longer owns more than 5% of
the outstanding Class A Stock or Class B Stock.
-15-
-----------------------------------------------------------------------------------------------------------------
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP (1)
----------------------------------------------------------
SOLE POWER TO SHARED POWER TO PERCENT OF
BENEFICIAL OWNER VOTE OR DISPOSE VOTE OR DISPOSE TOTAL CLASS (1)
-----------------------------------------------------------------------------------------------------------------
CLASS A STOCK:
-----------------------------------------------------------------------------------------------------------------
Richard Sands 398,302(2) 147,356(2) 545,658 1.5%
-----------------------------------------------------------------------------------------------------------------
Robert Sands 428,299(3) 147,356(3) 575,655 1.5%
-----------------------------------------------------------------------------------------------------------------
Marilyn Sands 1,078,106(4) 29,454(5) 1,107,560 3.0%
-----------------------------------------------------------------------------------------------------------------
CWCP-I -- 118,094(6) 118,094 0.3%
-----------------------------------------------------------------------------------------------------------------
The Marital Trust -- 118,094(7) 118,094 0.3%
-----------------------------------------------------------------------------------------------------------------
The Group -- 973,957(8) 973,957 2.6%
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
CLASS B STOCK:
-----------------------------------------------------------------------------------------------------------------
Richard Sands 1,477,058 2,715,036(2) 4,192,094 69.0%
-----------------------------------------------------------------------------------------------------------------
Robert Sands 1,475,648 2,715,036(3) 4,190,684 69.0%
-----------------------------------------------------------------------------------------------------------------
Marilyn Sands 9,000 203,700(5) 212,700 3.5%
-----------------------------------------------------------------------------------------------------------------
CWCP-I -- 1,524,770(6) 1,524,770 25.1%
-----------------------------------------------------------------------------------------------------------------
The Marital Trust -- 1,665,678(7) 1,665,678 27.4%
-----------------------------------------------------------------------------------------------------------------
The Grandchildrens' Trust -- 1,012,500(9) 1,012,500 16.7%
-----------------------------------------------------------------------------------------------------------------
CWCP-II -- 140,908(10) 140,908 2.3%
-----------------------------------------------------------------------------------------------------------------
The Group -- 5,667,742(8) 5,667,742 93.3%
-----------------------------------------------------------------------------------------------------------------
-----------------------------
(1) The number of shares and the percentage of ownership set forth in the
Class A Stock table includes the number of shares of Class A Stock that
can be purchased by exercising stock options that are exercisable on
October 8, 2001 or become exercisable within 60 days thereafter
("presently exercisable"). Such number does not include the number of
option shares that may become exercisable within sixty (60) days of
October 8, 2001 due to certain acceleration provisions in certain
awards, which accelerations cannot be foreseen on the date of this
Amendment. Such number also does not include the shares of Class A
Stock issuable pursuant to the conversion feature of the Class B Stock
beneficially owned by each person. The number of shares and percentage
of ownership assuming conversion of Class B Stock into Class A Stock
are contained in the footnotes. For purposes of calculating the
percentage of ownership of Class A Stock in the table and in the
footnotes, additional shares of Class A Stock equal to the number of
presently exercisable options and, as appropriate, the number of shares
of Class B Stock owned by each person are assumed to be outstanding
pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act. Where
the footnotes reflect shares of Class A Stock as being included, such
shares are included only in the Class A Stock table and where the
footnotes reflect shares of Class B Stock as being included, such
shares are included only in the Class B Stock table. See Item 6 of this
Amendment for a description of the various relationships between the
Reporting Persons and Group Members.
-16-
(2) The amount reflected as shares of Class A Stock over which Richard
Sands has the sole power to vote or dispose includes 297,613 shares of
Class A Stock issuable upon the exercise of options which are presently
exercisable by Mr. Sands. The amounts reflected as shares over which
Mr. Sands shares power to vote or dispose include, as applicable,
117,902 shares of Class A Stock and 1,357,928 shares of Class B Stock
owned by CWCP-I, 36,858 shares of Class B Stock owned by the Master
Trust, 192 shares of Class A Stock and 166,842 shares of Class B Stock
owned by MLR&R, 140,908 shares of Class B Stock owned by CWCP-II,
1,012,500 shares of Class B Stock owned by the Grandchildrens' Trust,
and 29,262 shares of Class A Stock owned by the Sands Foundation. Mr.
Sands disclaims beneficial ownership of all of the foregoing shares
except to the extent of his ownership interest in CWCP-I and MLR&R and
his beneficial interest in the Master Trust. The amounts reflected do
not include 3,930 shares of Class A Stock owned by Mr. Sands' wife, the
remainder interest Mr. Sands has in 358,334 of the 1,075,002 shares of
Class A Stock subject to the life estate held by Marilyn Sands
described in footnote (4) below or the remainder interest of CWCP-II in
361,953 of such shares. Mr. Sands disclaims beneficial ownership with
respect to all such shares. Assuming the conversion of Class B Stock
beneficially owned by Mr. Sands into Class A Stock, Mr. Sands would
beneficially own 4,737,752 shares of Class A Stock, representing 11.3%
of the outstanding Class A Stock after such conversion.
(3) The amount reflected as shares of Class A Stock over which Robert Sands
has the sole power to vote or dispose includes 293,346 shares of Class
A Stock issuable upon the exercise of options which are presently
exercisable by Mr. Sands. The amounts reflected as shares over which
Mr. Sands shares power to vote or dispose include, as applicable,
117,902 shares of Class A Stock and 1,357,928 shares of Class B Stock
owned by CWCP-I, 36,858 shares of Class B Stock owned by the Master
Trust, 192 shares of Class A Stock and 166,842 shares of Class B Stock
owned by MLR&R, 140,908 shares of Class B Stock owned by CWCP-II,
1,012,500 shares of Class B Stock owned by the Grandchildrens' Trust,
and 29,262 shares of Class A Stock owned by the Sands Foundation. Mr.
Sands disclaims beneficial ownership of all of the foregoing shares
except to the extent of his ownership interest in CWCP-I and MLR&R and
his beneficial interest in the Master Trust. The amounts reflected do
not include 45,880 shares of Class A Stock owned by Mr. Sands' wife,
individually and as custodian for their minor children, the remainder
interest Mr. Sands has in 354,715 of the 1,075,002 shares of Class A
Stock subject to the life estate held by Marilyn Sands described in
footnote (4) below or the remainder interest of CWCP-II in 361,953 of
such shares. Mr. Sands disclaims beneficial ownership with respect to
all such shares. Assuming the conversion of Class B Stock beneficially
owned by Mr. Sands into Class A Stock, Mr. Sands would beneficially own
4,766,339 shares of Class A Stock, representing 11.4% of the
outstanding Class A Stock after such conversion.
(4) With respect to 1,075,002 shares of the 1,078,106 shares of Class A
Stock, Marilyn Sands is the beneficial owner of a life estate which
includes the right to receive income from and the power to vote and
dispose of such shares. The remainder interest in such shares is held
by Richard Sands, Robert Sands and CWCP-II.
(5) The amounts reflected include, as applicable, 29,262 shares of Class A
Stock owned by the Sands Foundation, 36,858 shares of Class B Stock
owned by the Master Trust, and 192 shares of Class A Stock and 166,842
shares of Class B Stock owned by MLR&R. Ms. Sands disclaims beneficial
ownership with respect to all shares owned by the Sands Foundation and
with respect to all of the other foregoing shares except to the extent
of her beneficial interest in the Master Trust. Assuming the conversion
of Class B Stock beneficially owned by Ms. Sands into Class A Stock,
Ms. Sands would beneficially own 1,320,260 shares of Class A Stock,
representing 3.5% of the outstanding Class A Stock after such
conversion.
(6) The amounts reflected include, as applicable, 192 shares of Class A
Stock and 166,842 shares of Class B Stock owned by MLR&R. The shares
owned by CWCP-I are included in the number of shares beneficially owned
by Richard Sands and Robert Sands, the Marital Trust and the Group.
Assuming the conversion of Class B Stock beneficially owned by CWCP-I
into Class A Stock, CWCP-I would beneficially own 1,642,864 shares of
Class A Stock, representing 4.2% of the outstanding Class A Stock after
such conversion.
(7) The amounts reflected include, as applicable, 117,902 shares of Class A
Stock and 1,357,928 shares of Class B Stock owned by CWCP-I, 140,908
shares of Class B Stock owned by CWCP-II, and 192 shares of Class A
Stock and 166,842 shares of Class B Stock owned by MLR&R. The Marital
Trust disclaims
-17-
beneficial ownership with respect to all of the foregoing shares except
to the extent of its ownership interest in CWCP-I and CWCP-II. The
amounts reflected do not include the remainder interest CWCP-II has in
361,953 of the 1,075,002 shares of Class A Stock subject to the life
estate held by Marilyn Sands described in footnote (4) above. The
Marital Trust disclaims beneficial ownership with respect to all such
shares except to the extent of its ownership interest in CWCP-II.
Assuming the conversion of Class B Stock beneficially owned by the
Marital Trust into Class A Stock, the Marital Trust would beneficially
own 1,783,772 shares of Class A Stock, representing 4.6% of the
outstanding Class A Stock after such conversion.
(8) Assuming the conversion of Class B Stock beneficially owned by the
Group into Class A Stock, the Group would beneficially own 6,641,699
shares of Class A Stock, representing 15.3% of the outstanding Class A
Stock after such conversion.
(9) The shares owned by the Grandchildrens' Trust are included in the
number of shares beneficially owned by Richard Sands, Robert Sands and
the Group. Assuming the conversion of Class B Stock beneficially owned
by the Grandchildrens' Trust into Class A Stock, the Grandchildrens'
Trust would beneficially own 1,012,500 shares of Class A Stock,
representing 2.6% of the outstanding Class A Stock after such
conversion.
(10) The shares owned by CWCP-II are included in the number of shares
beneficially owned by Richard Sands and Robert Sands, the Marital Trust
and the Group. Assuming the conversion of Class B Stock beneficially
owned by CWCP-II into Class A Stock, CWCP-II would beneficially own
140,908 shares of Class A Stock, representing 0.4% of the outstanding
Class A Stock after such conversion.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Richard Sands and Robert Sands are the managing partners of CWCP-I and
trustees of the managing partner of CWCP-II. The Marital Trust is a partner of
CWCP-I and CWCP-II and owns a majority in interest of the CWCP-I and CWCP-II
partnership interests. Richard Sands and Robert Sands are the special voting
trustees of the Marital Trust and, as such, exercise the rights of the Marital
Trust with respect to CWCP-I. The other partners of CWCP-I and CWCP-II are
trusts for the benefit of Laurie Sands' children. Richard Sands, Robert Sands
and Marilyn Sands are the trustees of, and Richard Sands and Robert Sands are
beneficiaries of, the Master Trust. Richard Sands, Robert Sands, CWCP-I and the
Master Trust are general partners of MLR&R. Richard Sands and Robert Sands are
co-trustees of the Grandchildrens' Trust. Richard Sands, Robert Sands and
Marilyn Sands are directors of the Sands Foundation, and Richard Sands and
Robert Sands are officers of the Sands Foundation. Richard Sands and Robert
Sands are brothers and the sons of Marilyn Sands. The relationships between
Richard Sands, Robert Sands, the LLC, the Partnership and the General Partner
described in Item 4 are incorporated into this Item 6 by reference.
The basis for the Group consists of: (i) a Stockholders Agreement among
Richard Sands, Robert Sands and CWCP-I, a copy of which was filed with the
Original Filing and copies of amendments to which are being filed as Exhibit
99-2 to this Amendment, and (ii) the fact that the familial relationship between
Richard Sands and Robert Sands, their actions in working together in the conduct
of the business of the Company and their capacity as partners and trustees of
the other members of the Group may be deemed to constitute an agreement to "act
in concert" with respect to the Company's shares. The members of the Group
disclaim that an agreement to act in concert exists. Except with respect to the
shares subject to the Stockholders Agreement, the shares owned by CWCP-I and
CWCP-II and the shares held by the Grandchildrens' Trust and
-18-
the Master Trust, no member of the Group is required to consult with any other
member of the Group with respect to the voting or disposition of any shares of
the Company. In accordance with the terms of their governing documents, any
action with respect to the shares owned by CWCP-I and CWCP-II and the shares
held by the Grandchildrens' Trust must be taken by both Richard Sands and Robert
Sands and any action with respect to the shares owned by the Master Trust must
be taken by all of Richard Sands, Robert Sands and Marilyn Sands.
Marilyn Sands has pledged 1,075,002 shares of Class A Stock to The
Chase Manhattan Bank, and Richard Sands, Robert Sands and CWCP-I have pledged
the following shares of Class B Stock to The Chase Manhattan Bank: Richard Sands
- 111,500 shares; Robert Sands - 110,825 shares; and CWCP-I - 628,124 shares. In
the event of a default under the loans secured by these pledges, The Chase
Manhattan Bank will have the right to vote and sell the pledged shares subject
to certain protections afforded to the pledgors. Certain of the shares of Class
A Stock and Class B Stock may from time to time be held by the Reporting Persons
or Group Members in margin accounts. If there were a margin call under such a
margin account or the Reporting Person or Group Member defaulted under the terms
of such a margin account, the broker with whom such margin account has been
established may have the right to sell the shares of Class A Stock or Class B
Stock held in such margin account.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99-1 Joint Filing Agreement among the Reporting Persons
and Group Members dated October 18, 2001
Exhibit 99-2 Documents permitting the transfer of shares to CWCP-I
and adding CWCP-I as a party to the Stockholders
Agreement among Richard Sands, Robert Sands and
Laurie Sands.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 18, 2001 /s/ Richard Sands
-------------------------------------------
Richard Sands
Dated: October 18, 2001 /s/ Robert Sands
-------------------------------------------
Robert Sands
Dated: October 18, 2001 /s/ Marilyn Sands
-------------------------------------------
Marilyn Sands
Dated: October 18, 2001 CWC Partnership-I
By: /s/ Richard Sands
----------------------------------------
Richard Sands, Co-Managing Partner
By: /s/ Robert Sands
----------------------------------------
Robert Sands, Co-Managing Partner
Dated: October 18, 2001 Trust for the benefit of Andrew Stern, M.D.
under Article "FIFTH (D)" of the Will of
Laurie Sands
By: /s/ Richard Sands
--------------------------------------
Richard Sands, Special Voting Trustee
By: /s/ Robert Sands
--------------------------------------
Robert Sands, Special Voting Trustee
Dated: October 18, 2001 Trust for the benefit of the Grandchildren
of Marvin and Marilyn Sands
By: /s/ Richard Sands
----------------------------------------
Richard Sands, Special Voting Trustee
By: /s/ Robert Sands
----------------------------------------
Robert Sands, Special Voting Trustee
Dated: October 18, 2001 CWC Partnership-II*
By: The 1995 Robert Sands Descendants
Trust
By: /s/ Richard Sands
---------------------------------
Richard Sands, Family Trustee
By: /s/ Robert Sands
---------------------------------
Robert Sands, Family Trustee
* Executed by this person solely in such person's capacity as a member of the
Group described in this Amendment.