SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): June 28, 2001
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COMMISSION FILE NUMBER 001-08495
DELAWARE CONSTELLATION BRANDS, INC. 16-0716709
and its subsidiaries:
NEW YORK BATAVIA WINE CELLARS, INC. 16-1222994
NEW YORK CANANDAIGUA WINE COMPANY, INC. 16-1462887
NEW YORK CANANDAIGUA EUROPE LIMITED 16-1195581
ENGLAND AND WALES CANANDAIGUA LIMITED 98-0198402
NEW YORK POLYPHENOLICS, INC. 16-1546354
NEW YORK ROBERTS TRADING CORP. 16-0865491
NETHERLANDS CANANDAIGUA B.V. 98-0205132
DELAWARE FRANCISCAN VINEYARDS, INC. 94-2602962
CALIFORNIA ALLBERRY, INC. 68-0324763
CALIFORNIA CLOUD PEAK CORPORATION 68-0324762
CALIFORNIA M.J. LEWIS CORP. 94-3065450
CALIFORNIA MT. VEEDER CORPORATION 94-2862667
DELAWARE BARTON INCORPORATED 36-3500366
DELAWARE BARTON BRANDS, LTD. 36-3185921
MARYLAND BARTON BEERS, LTD. 36-2855879
CONNECTICUT BARTON BRANDS OF CALIFORNIA, INC. 06-1048198
GEORGIA BARTON BRANDS OF GEORGIA, INC. 58-1215938
ILLINOIS BARTON CANADA, LTD. 36-4283446
NEW YORK BARTON DISTILLERS IMPORT CORP. 13-1794441
DELAWARE BARTON FINANCIAL CORPORATION 51-0311795
WISCONSIN STEVENS POINT BEVERAGE CO. 39-0638900
ILLINOIS MONARCH IMPORT COMPANY 36-3539106
(State or other (Exact name of registrant as (I.R.S. Employer
jurisdiction of specified in its charter) Identification
incorporation or No.)
organization)
300 WillowBrook Office Park, Fairport, New York 14450
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 218-2169
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Constellation Brands, Inc. released the following information on June 28, 2001:
CONSTELLATION ANNOUNCES RECORD FIRST QUARTER RESULTS AND
INCREASES FULL YEAR FORECAST
Earnings Per Share Increase 17% in First Quarter
FAIRPORT, NEW YORK, JUNE 28, 2001 - Constellation Brands, Inc. (NYSE: STZ and
STZ.B) today reported net income of $24 million for the three months ended May
31, 2001 ("First Quarter 2002"), an increase of 33 percent over net income
reported for the three months ended May 31, 2000 ("First Quarter 2001").
Earnings per share on a diluted basis were $0.56, representing an increase of 17
percent from the same period a year ago.
Richard Sands, Chairman, Chief Executive Officer and President of
Constellation, said, "Our three major revenue growth drivers, imported beer,
U.K. wholesale and fine wine, were exceptionally strong. On a pro forma basis
for wholesale revenue, these three categories grew 19% in the first quarter. Our
strategy of offering consumers a wide array of choices through our broad based
portfolio of beverage alcohol brands continues to deliver strong and consistent
performance."
Sands added, "We continue to complement high levels of internal growth with
strategic acquisitions. With the acquisition of brands from Turner Road and
Corus this quarter we see substantially improved margins in our popular and
premium wine business. With the expected addition of Ravenswood and the creation
of a new joint venture with BRL Hardy, Constellation continues to enhance the
breadth of its portfolio with greater participation in higher margin, faster
growing categories. With a solid first quarter, the Turner Road and Corus
acquisitions fully integrated and the expected contributions of Ravenswood and
the new joint venture, we have raised our earnings per share estimate for the
full year to a range of $3.03 to $3.08."
CONSOLIDATED RESULTS
Net sales reached $642 million for First Quarter 2002, a 10 percent
increase over First Quarter 2001. After adjusting for foreign currency impact,
net sales for First Quarter 2002 were 12 percent greater than First Quarter
2001. Net sales growth was driven primarily by the inclusion of the brands
acquired in the Turner Road Vintners and Corus acquisitions ("the
Acquisitions"), completed March 5 and March 26, 2001, respectively, and
increases in imported beer, fine wine and U.K. wholesale sales. Excluding the
Acquisitions, net sales for First Quarter 2002 grew six percent on a
currency-adjusted basis compared to the prior period.
Gross profit for First Quarter 2002 was $202 million compared to $184
million in the prior year period. The improvement in gross profit was primarily
related to sales from the Acquisitions and increased imported beer and fine wine
sales. As a percent of net sales, gross profit remained relatively unchanged at
31 percent for First Quarter 2002, as compared to First Quarter 2001.
First Quarter 2002 selling, general and administrative expenses, as a
percent of net sales, were favorable by 100 basis points versus the comparable
quarter a year ago, declining from 21.6 percent to 20.6 percent. Selling,
general and administrative expenses were $132 million for First Quarter 2002
compared to $126 million reported for the same period last year. The majority of
the increase resulted from advertising and promotion costs associated with the
brands acquired in the Acquisitions.
Operating income for First Quarter 2002 increased to $70 million from $57
million, an increase of 22 percent versus the same period a year ago. Net
interest expense for First Quarter 2002 reached $30 million, an increase of $3
million from First Quarter 2001. The higher interest expense was the result of
an increase in average borrowings primarily due to the financing of the
Acquisitions, partially offset by a slightly lower average borrowing rate.
As a result of the above factors, net income and diluted earnings per share
in First Quarter 2002 were $24 million and $0.56, respectively, as compared to
net income and diluted earnings per share of $18 million and $0.48,
respectively, reported for First Quarter 2001.
BARTON RESULTS
Barton's net sales for First Quarter 2002 were $254 million, an increase of
eight percent versus the comparable quarter a year ago. The increase resulted
primarily from a 12 percent increase in imported beer net sales, led by volume
gains in the Mexican beer portfolio.
Operating income grew to $44 million in First Quarter 2002, an increase of
13 percent versus the comparable quarter last year. The growth in operating
income was primarily the result of increased beer sales.
CANANDAIGUA WINE RESULTS
Canandaigua Wine's net sales for First Quarter 2002 increased 13 percent to
$185 million. The increase was related to additional sales from the Acquisitions
completed in March 2001, partially offset by declines in other wine brands due
to the timing of seasonal programming this year versus last year. The Company
continues to see acceleration month to month of the acquired brands as it
continues to build new marketing programs around the brands and expands
distribution.
Operating income almost doubled for First Quarter 2002 to $15 million, led
by the addition of profits from the acquired brands.
MATTHEW CLARK RESULTS
Net sales for First Quarter 2002 increased to $182 million, an increase of
seven percent compared to net sales reported for First Quarter 2001. On a
currency-adjusted basis, net sales improved 16 percent compared to the prior
period. On a local currency basis, branded sales increased four percent,
primarily attributable to increases in wine which were partially offset by
decreases in cider. Wholesale sales improved 25 percent on a local currency
basis, with the majority of the improvement coming from organic growth.
Operating income for First Quarter 2002 declined to $8 million from $10
million reported for First Quarter 2001. The decline was driven by higher
marketing costs behind several key brands, lower cider sales and an adverse
foreign currency impact.
FRANCISCAN RESULTS
Franciscan's net sales for First Quarter 2002 increased 21 percent to reach
$26 million versus $22 million reported for First Quarter 2001. The increase was
primarily due to volume growth, particularly in Veramonte, Estancia, Franciscan
and Simi. Operating income increased 30 percent for First Quarter 2002 to $7
million driven by the higher net sales.
OUTLOOK
The following statements are management's current expectations for the
Company's three months ending August 31, 2001 ("Second Quarter 2002") and fiscal
year ending February 28, 2002 ("Fiscal 2002"). These statements are made as of
the date of this press release and are forward-looking. Actual results may
differ materially from these expectations due to a number of risks and
uncertainties. The following statements include the anticipated impact of (i)
the brands acquired in the Acquisitions, (ii) the acquisition of Ravenswood,
which is expected to close on July 2, 2001, and (iii) Pacific Wine Partners, a
joint venture with BRL Hardy targeted to begin operations during August 2001.
These expectations include the Company's analysis and interpretation of the
proposed accounting rule changes for business combinations and goodwill and
other acquired intangible assets as they relate to Ravenswood and Pacific Wine
Partners.
- Diluted earnings per share for Second Quarter 2002 are expected to be
within a range of $0.80 to $0.83 versus $0.70 reported for Second Quarter
2001.
- Diluted earnings per share for Fiscal 2002 are expected to be within a
range of $3.03 to $3.08 versus $2.60 reported for Fiscal 2001.
All share and per share amounts in this press release, including within the
financial statements, have been adjusted to give effect to a two-for-one stock
split of both the Company's Class A and Class B common stock, which was
distributed in the form of a stock dividend on May 14, 2001.
STATUS OF BUSINESS OUTLOOK AND RELATED RISK FACTORS STATEMENTS
During the quarter, Constellation may reiterate the estimates set forth
above under the heading Outlook (collectively, the "Outlook"). Prior to the
start of the Quiet Period (described below), the public can continue to rely on
the Outlook as still being Constellation's current expectations on the matters
covered, unless Constellation publishes a notice stating otherwise.
Beginning August 18, 2001, Constellation will observe a "Quiet Period"
during which the Outlook no longer constitutes the Company's current
expectations. During the Quiet Period, the Outlook should be considered to be
historical, speaking as of prior to the Quiet Period only and not subject to
update by the Company. During the Quiet Period, Constellation's representatives
will not comment concerning the Outlook or Constellation's financial results or
expectations. The Quiet Period will extend until the day when Constellation's
next quarterly Earnings Release is published, presently scheduled for Thursday,
September 27, 2001.
Statements regarding the expected closing of Ravenswood and Pacific Wine
Partners are subject to the risk that the closing conditions will not be
satisfied. The statements made under the heading Outlook are forward-looking
statements. Unless otherwise noted, these forward-looking statements do not take
into account the impact of any future acquisition, merger or any other business
combination, divestiture or financing that may be completed after the date of
this release. Further, these statements are based on management's current
expectations and are subject to a number of risks and uncertainties that could
cause actual results to differ materially from those set forth in the
forward-looking statements. For a detailed list of the risk factors that may
adversely impact these forward-looking statements, please refer to Attachment A
set forth below in this press release; please also refer to our Company's
Securities and Exchange Commission filings.
ABOUT CONSTELLATION
Constellation Brands, Inc. is a leader in the production and marketing of
beverage alcohol brands in North America and the United Kingdom and is a leading
independent drinks wholesaler in the United Kingdom. As the second largest
supplier of wine, the second largest importer of beer and the fourth largest
supplier of distilled spirits, Constellation is the largest single-source
supplier of these products in the United States. In the United Kingdom,
Constellation is a leading marketer of wine and the second largest producer and
marketer of cider. With its broad product portfolio, Constellation believes it
is distinctly positioned to satisfy an array of consumer preferences across all
beverage alcohol categories. Leading brands in Constellation's portfolio
include: Franciscan Oakville Estate, Simi, Estancia, Corona Extra, Modelo
Especial, St. Pauli Girl, Almaden, Arbor Mist, Talus, Vendange, Alice White,
Black Velvet, Fleischmann's, Schenley, Ten High, Stowells of Chelsea, Blackthorn
and K.
CONFERENCE CALL DETAILS
A conference call to discuss the quarterly results will be hosted by
Richard Sands, CEO, and Tom Summer, CFO, on Thursday, June 28, 2001, at 11:00
a.m. EDT. The conference call can be accessed by dialing (800) 860-2442. A live
listen-only web cast of the conference call is available on the Internet at
Constellation's web site: http://www.cbrands.com under: Investor Info.
If you are unable to participate in the conference call, there will be a
replay available on Constellation's web site.
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
May 31, 2001 February 28, 2001
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ASSETS
------
CURRENT ASSETS:
Cash and cash investments $ 3,739 $ 145,672
Accounts receivable, net 374,398 314,262
Inventories, net 756,611 670,018
Prepaid expenses and other current assets 64,584 61,037
----------- -----------
Total current assets 1,199,332 1,190,989
PROPERTY, PLANT AND EQUIPMENT, net 583,070 548,614
OTHER ASSETS 957,291 772,566
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Total assets $ 2,739,693 $ 2,512,169
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Notes payable $ 24,903 $ 4,184
Current maturities of long-term debt 72,996 54,176
Accounts payable 154,394 114,793
Accrued excise taxes 43,979 55,954
Other accrued expenses and liabilities 208,351 198,053
----------- -----------
Total current liabilities 504,623 427,160
LONG-TERM DEBT, less current maturities 1,294,116 1,307,437
DEFERRED INCOME TAXES 131,317 131,974
OTHER LIABILITIES 28,690 29,330
STOCKHOLDERS' EQUITY 780,947 616,268
----------- -----------
Total liabilities and stockholders' equity $ 2,739,693 $ 2,512,169
=========== ===========
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Three Months Three Months
Ended Ended Percent
May 31, 2001 May 31, 2000 Change
------------ ------------ -------
Gross sales $ 835,774 $ 774,522 8%
Net sales $ 642,110 $ 585,580 10%
Cost of product sold (440,160) (401,707) 10%
--------- ---------
Gross profit 201,950 183,873 10%
Selling, general and administrative
expenses (132,027) (126,409) 4%
--------- ---------
Operating income 69,923 57,464 22%
Interest expense, net (30,185) (27,627) 9%
--------- ---------
Income before income taxes 39,738 29,837 33%
Provision for income taxes (15,895) (11,935) 33%
--------- ---------
Net income $ 23,843 $ 17,902 33%
========= =========
Earnings per common share:
Basic $ 0.58 $ 0.49 18%
Diluted $ 0.56 $ 0.48 17%
Weighted average common shares
outstanding:
Basic 41,254 36,460 13%
Diluted 42,526 37,196 14%
Segment Information:
Net sales:
Barton
Beer $ 182,985 $ 163,134 12%
Spirits 71,317 72,546 -2%
--------- ---------
Net sales $ 254,302 $ 235,680 8%
Canandaigua Wine
Branded $ 167,826 $ 144,566 16%
Other 17,238 18,897 -9%
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Net sales $ 185,064 $ 163,463 13%
Matthew Clark
Branded $ 66,983 $ 69,615 -4%
Wholesale 115,006 99,923 15%
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Net sales $ 181,989 $ 169,538 7%
Franciscan $ 26,393 $ 21,889 21%
Intersegment eliminations $ (5,638) $ (4,990) 13%
--------- ---------
Consolidated net sales $ 642,110 $ 585,580 10%
========= =========
Operating income:
Barton $ 44,051 $ 38,835 13%
Canandaigua Wine 15,395 7,818 97%
Matthew Clark 8,317 10,374 -20%
Franciscan 7,048 5,416 30%
Corporate Operations and Other (4,888) (4,979) -2%
--------- ---------
Consolidated operating income $ 69,923 $ 57,464 22%
========= =========
Attachment A
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
The Company makes forward-looking statements from time to time and desires
to take advantage of the "safe harbor" which is afforded such statements under
the Private Securities Litigation Reform Act of 1995 when they are accompanied
by meaningful cautionary statements identifying important factors that could
cause actual results to differ materially from those in the forward-looking
statements.
The statements set forth in this press release, which are not historical
facts, are forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially from those set forth in the
forward-looking statements. Any projections of future results of operations, and
in particular, (i) the Company's estimated diluted earnings per share for the
quarter ending August 31, 2001, and (ii) the Company's estimated diluted
earnings per share for the twelve months ending February 28, 2002, (which
estimates are set forth above under the heading "Outlook"), should not be
construed in any manner as a guarantee that such results will in fact occur.
There can be no assurance that any forward-looking statement in this press
release will be realized or that actual results will not be significantly higher
or lower than set forth in or implied by such forward-looking statement. In
addition to the risks and uncertainties of ordinary business operations, the
forward-looking statements of the Company contained in this press release are
also subject to the following risks and uncertainties:
RECENT ACQUISITIONS AND PROPOSED MERGER WITH RAVENSWOOD WINERY AND JOINT VENTURE
WITH BRL HARDY
* Projections of future results of operations include Constellation's
expectations with respect to future performance of recently acquired
businesses and the expected impact of the proposed merger with Ravenswood
and joint venture with BRL Hardy. These expectations are based upon the
acquired businesses and the operations of the joint venture achieving
certain sales projections, meeting certain cost targets and being
successfully integrated.
PERFORMANCE OF WHOLESALE DISTRIBUTORS
* In the United States, we sell our products principally to wholesalers for
resale to retail outlets, including grocery stores, package liquor stores,
club and discount stores and restaurants. The replacement or poor
performance of our major wholesalers or our inability to collect accounts
receivable from our major wholesalers could materially and adversely affect
our results of operations and financial condition. Distribution channels
for beverage alcohol products have been characterized in recent years by
rapid change, including consolidations of certain wholesalers. In addition,
wholesalers and retailers of our products offer products, which compete
directly with our products for retail shelf space and consumer purchases.
Accordingly, there is a risk that these wholesalers or retailers may give
higher priority to products of our competitors. In the future, our
wholesalers and retailers may not continue to purchase our products or
provide our products with adequate levels of promotional support.
SUPPLIERS, RAW MATERIALS AND PRICE FLUCTUATIONS
* Our business is heavily dependent upon raw materials, such as grapes, grape
juice concentrate, grains, and alcohol from third-party suppliers and
packaging materials. We could experience raw material supply, production or
shipment difficulties, which could adversely affect our ability to supply
goods to our customers. We are also directly affected by increases in the
costs of such raw materials. Although we believe we have adequate sources
of grape supplies, in the event demand for certain wine products exceeds
expectations, we could experience shortages. In addition, one of our
largest components of cost of goods sold is that of glass bottles, which
have only a small number of producers. The inability of any of our glass
bottle suppliers to satisfy our requirements could adversely affect our
business.
COMPETITION
* We are in a highly competitive industry and the dollar amount, and unit
volume, of our sales could be negatively affected by our inability to
maintain or increase prices, changes in geographic or product mix, a
general decline in beverage alcohol consumption or the decision of our
wholesale customers, retailers or consumers to purchase competitive
products instead of our products. Wholesaler, retailer and consumer
purchasing decisions are influenced by, among other things, the perceived
absolute or relative overall value of our products, including their quality
or pricing, compared to competitive products. Unit volume and dollar sales
could also be affected by pricing, purchasing, financing, operational,
advertising or promotional decisions made by wholesalers and retailers
which could affect their supply of, or consumer demand for, our products.
We could also experience higher than expected selling, general and
administrative expenses if we find it necessary to increase the number of
our personnel or our advertising or promotional expenditures to maintain
our competitive position or for other reasons.
CONSUMPTION OF PRODUCTS WE SELL
Consumer purchasing patterns and preferences may impact the consumption of
the products we sell. There are a variety of factors that may cause consumers to
decrease the amount and type of alcohol products purchased, including but not
limited to the following:
* concerns about the health consequences of consuming beverage alcohol
products and about drinking and driving;
* a trend toward a healthier diet including lighter, lower calorie beverages
such as diet soft drinks, juices and sparkling water products; and
* activities of anti-alcohol consumer groups.
EXCISE TAXES AND GOVERNMENT RESTRICTIONS
* In the United States, the federal government and individual states impose
excise taxes on beverage alcohol products in varying amounts, which have
been subject to change. Increases in excise taxes on beverage alcohol
products, if enacted, could materially and adversely affect our financial
condition or results of operations. In addition, the beverage alcohol
products industry is subject to extensive regulation by state and federal
agencies. The federal Bureau of Alcohol, Tobacco and Firearms and various
state liquor authorities regulate such matters as licensing requirements,
trade and pricing practices, permitted and required labeling, advertising
and relations with wholesalers and retailers. In recent years, federal and
state regulators have required warning labels and signage. In the United
Kingdom, Matthew Clark carries on its excise trade under a Customs and
Excise License. Licenses are required for all premises where wine is
produced. Matthew Clark holds a license to act as an excise warehouse
operator and registrations have been secured for the production of cider
and bottled water. New or revised regulations or increased licensing fees
and requirements could have a material adverse effect on our financial
condition or results of operations.
CURRENCY RATE FLUCTUATIONS/FOREIGN OPERATIONS
The Company has operations in different countries and, therefore, is
subject to the risks associated with currency fluctuations. The Company could
experience changes in its ability to obtain or hedge against foreign currency,
foreign exchange rates and fluctuations in those rates. The Company could also
be affected by nationalizations or unstable governments or legal systems or
intergovernmental disputes. These currency, economic and political uncertainties
may affect the Company's results, especially to the extent these matters, or the
decisions, policies or economic strength of the Company's suppliers, affect the
Company's foreign operations or imported beer products.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONSTELLATION BRANDS, INC.
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Executive Vice
President and Chief Financial
Officer
SUBSIDIARIES
BATAVIA WINE CELLARS, INC.
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Treasurer
CANANDAIGUA WINE COMPANY, INC.
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Treasurer
CANANDAIGUA EUROPE LIMITED
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Treasurer
CANANDAIGUA LIMITED
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Finance Director
(Principal Financial Officer and
Principal Accounting Officer)
POLYPHENOLICS, INC.
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
ROBERTS TRADING CORP.
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, President and
Treasurer
CANANDAIGUA B.V.
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Chief
Financial Officer
FRANCISCAN VINEYARDS, INC.
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
ALLBERRY, INC.
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
CLOUD PEAK CORPORATION
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
M.J. LEWIS CORP.
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
MT. VEEDER CORPORATION
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
BARTON INCORPORATED
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BRANDS, LTD.
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BEERS, LTD.
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BRANDS OF CALIFORNIA, INC.
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BRANDS OF GEORGIA, INC.
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON CANADA, LTD.
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON DISTILLERS IMPORT CORP.
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON FINANCIAL CORPORATION
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
STEVENS POINT BEVERAGE CO.
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
MONARCH IMPORT COMPANY
Dated: June 28, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
INDEX TO EXHIBITS
(1) UNDERWRITING AGREEMENT
Not Applicable.
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
Not Applicable.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
Not Applicable.
(16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
Not Applicable.
(17) LETTER RE DIRECTOR RESIGNATION
Not Applicable.
(20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
Not Applicable.
(23) CONSENTS OF EXPERTS AND COUNSEL
Not Applicable.
(24) POWER OF ATTORNEY
Not Applicable.
(27) FINANCIAL DATA SCHEDULE
Not Applicable.
(99) ADDITIONAL EXHIBITS
None