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): July 2, 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 July 2, 2001:
CONSTELLATION COMPLETES ACQUISITION OF RAVENSWOOD
FAIRPORT, NEW YORK, JULY 2, 2001 -- Constellation Brands, Inc. (NYSE: STZ and
STZ.B) announced today the completion of its previously announced acquisition of
Ravenswood Winery, Inc. (NASDAQ: RVWD).
Richard Sands, Chairman, Chief Executive Officer and President of
Constellation, said, "We are very excited about the addition of Ravenswood to
our fine wine business, which already includes Franciscan Oakville Estate, Simi,
Quintessa, Mount Veeder, Veramonte and Estancia. Adding the leading Zinfandel
wine to our already strong portfolio gives us the most sought after wine
portfolio in the U.S. With sales and marketing integration well underway, we
look forward to building on Ravenswood's success and enhancing its growth."
Ravenswood will be managed by Constellation's fine wine division,
Franciscan Estates. Joel Peterson will become General Manager and Senior
Winemaker of the Ravenswood Winery and Justin Faggioli will become General
Manager and Chief Operating Officer. Both will report to Agustin Francisco
Huneeus, President and Chief Executive Officer of Franciscan Estates. W. Reed
Foster, former Chairman and Chief Executive Officer of Ravenswood, will remain a
valued part of the management team.
Under the terms of the acquisition agreement, a wholly-owned subsidiary of
Constellation was merged into Ravenswood and all outstanding shares of
Ravenswood common stock were converted into the right to receive $29.50 per
share in cash. Constellation has deposited funds with a paying agent, which will
send a letter of transmittal and instructions to former Ravenswood shareholders
to enable them to surrender their stock in exchange for payment. As a result of
the transaction, Constellation owns 100% of Ravenswood. Following the
transaction, Ravenswood's common stock will be delisted from the Nasdaq National
Market.
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. 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.
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
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.
For risk factors associated with Constellation and its business, please refer to
Constellation's Securities and Exchange Commission filings, including its most
recent Annual Report on Form 10-K.
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: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Executive Vice
President and Chief Financial
Officer
SUBSIDIARIES
BATAVIA WINE CELLARS, INC.
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA WINE COMPANY, INC.
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA EUROPE LIMITED
Dated: July 2, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Treasurer
CANANDAIGUA LIMITED
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Finance Director
(Principal Financial Officer and
Principal Accounting Officer)
POLYPHENOLICS, INC.
Dated: July 2, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
ROBERTS TRADING CORP.
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, President and
Treasurer
CANANDAIGUA B.V.
Dated: July 2, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Chief
Financial Officer
FRANCISCAN VINEYARDS, INC.
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
ALLBERRY, INC.
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
CLOUD PEAK CORPORATION
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
M.J. LEWIS CORP.
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
MT. VEEDER CORPORATION
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
BARTON INCORPORATED
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS, LTD.
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BEERS, LTD.
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS OF CALIFORNIA, INC.
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS OF GEORGIA, INC.
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON CANADA, LTD.
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON DISTILLERS IMPORT CORP.
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON FINANCIAL CORPORATION
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
STEVENS POINT BEVERAGE CO.
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
MONARCH IMPORT COMPANY
Dated: July 2, 2001 By: /s/ Thomas S. Summer
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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