As filed with the Securities and Exchange Commission on June 20, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Delaware Constellation Brands, Inc. 16-0716709
and its subsidiary guarantors:
New York Batavia Wine Cellars, Inc. 16-1222994
New York Canandaigua Wine Company, Inc. 16-1462887
New York Canandaigua Europe Limited 16-1195581
New York Roberts Trading Corp. 16-0865491
New York Polyphenolics, Inc. 16-1546354
England and Wales Canandaigua Limited 98-0198402
The 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
New York Barton Distillers Import Corp. 13-1794441
Delaware Barton Financial Corporation 51-0311795
Illinois Barton Canada, Ltd. 36-4283446
Wisconsin Stevens Point Beverage Co. 39-0638900
Illinois Monarch Import Company 36-3539106
(State or other jurisdiction of (Exact name of registrant as specified in its charter) (I.R.S. Employer Identification No.)
incorporation or organization)
300 WillowBrook Office Park
Fairport, New York 14450
716-218-2169
(Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)
Thomas J. Mullin, Esq.
Executive Vice President and General Counsel
Constellation Brands, Inc.
300 WillowBrook Office Park
Fairport, New York 14450
716-218-2169
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Bernard S. Kramer, Esq.
McDermott, Will & Emery
227 West Monroe Street
Chicago, Illinois 60606-5096
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Approximate date of commencement of proposed sale of securities to the
public: As soon as practicable after the effective date of this registration
statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
Calculation of Registration Fee
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Title of each class of securities to Amount to be Proposed maximum Amount of registration
be registered registered/(1)/ aggregate offering fee/(3)/
price/(2)/
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Debt Securities, Guarantees of Debt
Securities/(4)/, Preferred Stock, $716,995,000 $716,995,000 $179,249
Depositary Shares representing
Preferred Stock, and Class A
Common Stock
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(1) Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this registration statement relates to $33,005,000 of
securities previously registered pursuant to Form S-3 (Registration No.
333-91587), as to which this registration statement constitutes a post-
effective amendment.
(2) Or the equivalent thereof in one or more foreign currencies or composite
currencies, including the euro.
(3) The registration fee has been calculated pursuant to Rule 457(o) and
reflects the offering price rather than the principal amount of any debt
securities issued at a discount.
(4) No separate consideration will be received for the guarantees of the debt
securities.
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act or until this registration statement shall become effective
on such date as the Commission, acting pursuant to section 8(a), may determine.
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* The information in this prospectus is not complete and may be changed. We *
* may not sell these securities until the registration statement filed with *
* the Securities and Exchange Commission is effective. This prospectus is not *
* an offer to sell these securities and is not soliciting an offer to buy *
* these securities in any state where the offer or sale is not permitted. *
********************************************************************************
Subject to completion, dated June 20, 2001
Prospectus
[LOGO]
$750,000,000
Constellation Brands, Inc.
Debt Securities, Preferred Stock and Class A Common Stock
_________________
We may sell from time to time for proceeds of up to $750,000,000:
. our debt securities;
. shares of our preferred stock, which may be represented by
depositary shares;
. shares of our class A common stock; or
. any combination of the foregoing.
The debt securities may be guaranteed by our subsidiaries identified in
this prospectus.
We will provide specific terms of the securities which we may offer in
supplements to this prospectus. You should read this prospectus and any
supplement carefully before you invest. Securities may be sold for U.S. dollars,
foreign currency or currency units.
Our class A common stock is listed on the New York Stock Exchange under the
symbol "STZ".
See "Risk Factors" beginning on page 1 for a discussion of certain factors
that you should consider before purchasing any securities.
_________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
_________________
The date of this prospectus is June , 2001.
Table of Contents
Page
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About this Prospectus.............................................................. i
Where You Can Find More Information................................................ i
Information Regarding Forward-Looking
Statements...................................................................... ii
Constellation Brands, Inc.......................................................... 1
The Guarantors..................................................................... 1
Risk Factors....................................................................... 1
Use of Proceeds.................................................................... 4
Dividend Policy.................................................................... 4
Ratio of Earnings to Fixed Charges................................................. 5
Description of Debt Securities..................................................... 5
Description of Preferred Stock..................................................... 10
Description of Depositary Shares................................................... 11
Description of Class A Common Stock................................................ 14
Plan of Distribution............................................................... 15
Legal Opinions..................................................................... 17
Experts............................................................................ 17
_________________
About This Prospectus
This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission using a "shelf" registration
process. Under this process, we may sell any combination of the securities
described in this prospectus in one or more offerings up to a total dollar
amount of $750,000,000. This prospectus provides you with a general description
of the securities we may offer. Each time we offer to sell securities, we will
provide a supplement to this prospectus that will contain specific information
about the terms of that offering. The prospectus supplement may also add,
update, or change information contained in this prospectus. You should read both
this prospectus and any prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information",
below.
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy reports, statements or other
information at the SEC's public reference rooms in Washington, D.C., New York,
New York or Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
the public from commercial document retrieval services, at the website
maintained by the SEC at "http://www.sec.gov", and at our own website at
"http://www.cbrands.com".
As noted above, we have filed with the SEC a registration statement on Form
S-3 to register the securities. This prospectus is part of that registration
statement and, as permitted by the SEC's rules, does not contain all the
information set forth in the registration statement. For further information you
may refer to the registration statement and to the exhibits and schedules filed
as part of the registration statement. You can review and copy the registration
statement and its exhibits and schedules at the public reference facilities
maintained by the SEC as described above. The registration statement, including
its exhibits and schedules, is also available on SEC's website.
i
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and the information that we file with
the SEC later will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, until we sell all of the securities:
. Annual Report on Form 10-K for the fiscal year ended February 28,
2001; and
. Current Reports on Form 8-K filed on March 7, 2001, March 14, 2001,
April 12, 2001 (reporting our results for the three month period and
the twelve month period ended February 28, 2001, and announcing our
two-for-one stock split), April 12, 2001 (reporting the proposed
acquisition by us of Ravenswood Winery, Inc.), and June 20, 2001.
You may request a copy of these filings, at no cost, by writing or
telephoning us at: Constellation Brands, Inc., Attention: David S. Sorce,
Secretary, 300 WillowBrook Office Park, Fairport, New York 14450; telephone
number 716-218-2169.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different or additional information. You should
not assume that the information in this prospectus or any supplement is accurate
as of any date other than the date on the front of those documents.
Information Regarding Forward-Looking Statements
This prospectus contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act. These forward-looking statements are subject to a number of risks
and uncertainties, many of which are beyond our control, that could cause actual
results to differ materially from those set forth in, or implied by, our
forward-looking statements. All statements other than statements of historical
facts included in this prospectus regarding our business strategy, future
operations, financial position, estimated revenues, projected costs, prospects,
plans and objectives of management, as well as information concerning expected
actions of third parties, are forward-looking statements. When used in this
prospectus, the words "anticipate," "intend," "estimate," "expect," "project"
and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such identifying words. All
forward-looking statements speak only as of the date of this prospectus. We do
not undertake any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, we can give no assurance that such expectations will prove to be
correct. Important factors that could cause our actual results to differ
materially from our expectations ("cautionary statements") are disclosed under
"Risk Factors" and elsewhere in this prospectus. The cautionary statements
qualify all forward-looking statements attributable to us or persons acting on
our behalf.
ii
Constellation Brands, Inc.
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, we are the largest single-source supplier of
these products in the United States. In the United Kingdom, we are a leading
marketer of wine and the second largest producer and marketer of cider. With our
broad portfolio, we believe we are distinctly positioned to satisfy an array of
consumer preferences across all beverage alcohol categories. Leading brands in
our 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.
Our products are distributed by more than 1,000 wholesale distributors in
North America. In the United Kingdom, we distribute our branded products and
those of other companies to more than 16,500 customers. We operate 29 production
facilities throughout the world. In addition to producing and marketing our own
brands, we also purchase products for resale from other producers.
Since our founding in 1945 as a producer and marketer of wine products, we
have grown through a combination of internal growth and acquisitions. Our
internal growth has been driven by leveraging our existing portfolio of leading
brands, developing new products, new packaging and line extensions, and focusing
on the faster growing sectors of the beverage alcohol industry. Since 1991, we
have successfully integrated nine major acquisitions and we are in the process
of integrating our recent Turner Road and Corus acquisitions. These acquisitions
have broadened our portfolio and increased our market share, net sales and cash
flow. For the year ended February 28, 2001, our net sales and earnings before
interest, taxes, depreciation and amortization ("EBITDA") were $2.4 billion and
$341.3 million, respectively.
The Guarantors
The guarantors of the debt securities are the following companies, each of
which is a direct or indirect subsidiary of Constellation Brands, Inc.:
Allberry, Inc., Barton Beers, Ltd., Barton Brands of California, Inc., Barton
Brands of Georgia, Inc., Barton Brands, Ltd., Barton Canada, Ltd., Barton
Distillers Import Corp., Barton Financial Corporation, Barton Incorporated,
Batavia Wine Cellars, Inc., Canandaigua B.V., Canandaigua Europe Limited,
Canandaigua Limited, Canandaigua Wine Company, Inc., Cloud Peak Corporation,
Franciscan Vineyards, Inc., M.J. Lewis Corp., Monarch Import Company, Mt. Veeder
Corporation, Polyphenolics, Inc., Roberts Trading Corp., and Stevens Point
Beverage Co.
If so provided in a prospectus supplement, each of the guarantors will
fully and unconditionally guarantee on a joint and several basis our obligations
under the debt securities, subject to certain limitations.
Risk Factors
Before you buy any securities offered by this prospectus or a prospectus
supplement, you should be aware that there are various risks, including those
described below. You should consider carefully these risk factors, together with
all of the other information in this prospectus, any prospectus supplement and
the documents that are incorporated by reference before you decide to acquire
any securities.
Our indebtedness could have a material adverse effect on our financial health
and our ability to fulfill our current debt obligations and debt obligations
that we may incur in the future.
We have incurred substantial indebtedness to finance our acquisitions and
we may incur substantial additional indebtedness in the future to finance
further acquisitions. As of February 28, 2001, we have approximately $1.4
billion of indebtedness outstanding, which does not include approximately $287.7
million of revolving loans we had available to draw under our senior credit
facility. Our ability to satisfy our debt obligations outstanding from time to
time will depend upon our future operating performance, which is subject to
prevailing economic conditions, levels of interest rates and financial, business
and other factors, many of which are beyond our
1
control. Therefore, there can be no assurance that our cash flow from operations
will be sufficient to meet all of our debt service requirements and to fund our
capital expenditure requirements.
Our current and future debt service obligations and covenants could have
important consequences to you. These consequences may include the following:
. our ability to obtain financing for future working capital needs or
acquisitions or other purposes may be limited;
. a significant portion of our cash flow from operations will be
dedicated to the payment of principal and interest on our indebtedness,
thereby reducing funds available for operations;
. our ability to conduct our business could be limited by restrictive
covenants; and
. we may be more vulnerable to adverse economic conditions than our less
leveraged competitors and, thus, may be limited in our ability to
withstand competitive pressures.
The restrictive covenants in our senior credit facility and the indentures
under which our debt securities are issued include, among others, those
restricting additional liens, additional borrowing, the sale of assets, changes
of control, the payment of dividends, transactions with affiliates, the making
of investments and certain other fundamental changes. Our senior credit facility
also contains restrictions on acquisitions and certain financial ratio tests
including a debt coverage ratio, a senior debt coverage ratio, a fixed charges
ratio and an interest coverage ratio. These restrictions could limit our ability
to conduct business. A failure to comply with the obligations contained in the
senior credit facility or the indentures could result in an event of default
under such agreements, which could require us to immediately repay the related
debt and also debt under other agreements that may contain cross-acceleration or
cross-default provisions.
Our acquisition strategy may not be successful.
We have recently made a number of acquisitions and anticipate that we may,
from time to time, acquire additional businesses, assets or securities of
companies that we believe would provide a strategic fit with our business. Any
other acquired business will need to be integrated with our existing operations.
There can be no assurance that we will effectively assimilate the business or
product offerings of acquired companies into our business or product offerings.
Any acquisitions also will be accompanied by risks such as potential exposure to
unknown liabilities of acquired companies, the difficulty and expense of
integrating the operations and personnel of the acquired companies, the
potential disruption to our business, the diversion of management time and
attention, the impairment of relationships with and the possible loss of key
employees and customers of the acquired business, the incurrence of amortization
expenses if any acquisition is accounted for as a purchase. Our failure to
adequately manage the risks associated with any acquisitions could have a
material adverse effect on our financial condition or results of operations.
The termination or non-renewal of imported beer distribution agreements could
have a material adverse effect on our business.
All of our imported beer products are marketed and sold pursuant to
exclusive distribution agreements with the suppliers of these products which are
subject to renewal from time to time. Our exclusive agreement to distribute
Corona Extra and our other Mexican beer brands in 25 primarily western U.S.
states expires in December 2006 and, subject to compliance with certain
performance criteria, continued retention of certain personnel and other terms
of the agreement, will be automatically renewed for additional terms of five
years. Changes in control of Constellation Brands, Inc. or its subsidiaries
involved in importing the Mexican beer brands, or changes in the chief executive
officer of such subsidiaries, may be a basis for the supplier, unless it
consents to such changes, to terminate the agreement. The supplier's consent to
such changes may not be unreasonably withheld. Prior to their expiration, these
agreements may be terminated if we fail to meet certain performance criteria. We
believe that we are currently in compliance with all of our material imported
beer distribution agreements. From time to time we have failed, and may in the
future fail, to satisfy certain performance criteria in our distribution
agreements. It is possible that our beer distribution agreements may not be
renewed or may be terminated prior to expiration.
2
Our business could be adversely affected by a general decline in the consumption
of products we sell.
In the United States, the overall per capita consumption of beverage
alcohol products by adults (ages 21 and over) has declined substantially over
the past 20 years. The decline in consumption has been caused by a variety of
factors, including:
. increased concern 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 water products;
. the increased activity of anti-alcohol consumer groups; and
. increased federal and state excise taxes.
An increase in excise taxes and government restrictions could have a material
adverse effect on our business.
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 U.S.
Bureau of Alcohol, Tobacco and Firearms and the 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, our subsidiary Matthew Clark plc
carries on its operations under a Customs and Excise License. Licenses are
required for all premises where wine is produced. Matthew Clark plc 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.
We rely on the performance of wholesale distributors for the success of our
business.
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 that 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.
We generally do not have long-term supply contracts and we are subject to
substantial price fluctuations for grapes and grape-related materials, and we
have a limited group of suppliers of glass bottles.
Our business is heavily dependent upon raw materials, such as grapes, grape
juice concentrate, grains, alcohol and packaging materials from third-party
suppliers. 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. In the past we have experienced dramatic increases in the cost of
grapes. 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.
3
Competition could have a material adverse effect on our business.
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.
We are controlled by the Sands family.
Our outstanding capital stock consists of class A common stock and class B
common stock. Holders of class A common stock are entitled to one vote per share
and are entitled, as a class, to elect one fourth of the members of our board of
directors. Holders of class B common stock are entitled to 10 votes per share
and are entitled, as a class, to elect the remaining directors. As of May 31,
2001, the Sands family beneficially owned approximately 11% of the outstanding
shares of class A common stock (exclusive of shares of class A common stock
issuable pursuant to the conversion feature of the class B common stock owned by
the Sands family) and approximately 93% of the outstanding shares of class B
common stock. On all matters other than the election of directors, the Sands
family has the ability to vote approximately 62% of the votes entitled to be
cast by holders of our outstanding capital stock, voting as a single class.
Consequently, we are essentially controlled by the Sands family and they would
generally have sufficient voting power to determine the outcome of any corporate
transaction or other matter submitted to our stockholders for approval.
Use of Proceeds
Except as we may otherwise set forth in a prospectus supplement, we will
use the net proceeds from the sale of the securities offered by this prospectus
for working capital and general corporate purposes. Pending the application of
the proceeds, we will invest the proceeds in certificates of deposit, U.S.
government securities or other interest bearing securities.
Dividend Policy
Our policy is to retain all of our earnings to finance the development and
expansion of our business. In addition, the indentures for our outstanding
senior notes and our outstanding senior subordinated notes, and our existing
senior credit facility, restrict the payment of dividends. Any supplemental
indentures for the debt securities offered by this prospectus may also restrict
or prohibit the payment of dividends.
4
Ratio of Earnings to Fixed Charges
The following table sets forth our historical ratio of earnings to fixed
charges. For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" represent income before provision for income taxes plus fixed
charges. "Fixed charges" consist of interest expensed and capitalized,
amortization of debt issuance costs, amortization of discount on debt, and the
portion of rental expense that management believes is representative of the
interest component of lease expense. Because we did not have any preferred stock
outstanding during the periods indicated below, our ratio of earnings to
combined fixed charges and preference dividends for each period is the same as
the ratio of earnings to fixed charges.
For the Fiscal For the Fiscal
Year Ended Year Ended For the Fiscal Years
February 28, February 29, Ended February 28,
----------------------------------------
2001 2000 1999 1998 1997
---------------- -------------- ------------ ----------- ---------
Ratio of earnings to fixed
charges......................... 2.4x 2.1x 3.2x 3.2x 3.1x
Description of Debt Securities
We may offer debt securities under this prospectus, any of which may be
issued as convertible or exchangeable debt securities. The following description
of the terms of the debt securities sets forth certain general terms and
provisions of the debt securities to which any prospectus supplement may relate.
We will set forth the particular terms of the debt securities we offer in a
prospectus supplement. The extent, if any, to which the following general
provisions apply to particular debt securities will be described in the
applicable prospectus supplement. The following description of general terms
relating to the debt securities and the indenture under which the debt
securities will be issued are summaries only and therefore are not complete. You
should read the indenture and the prospectus supplement regarding any particular
issuance of debt securities.
The debt securities will represent our unsecured general obligations,
unless otherwise provided in the prospectus supplement. If so provided in a
prospectus supplement, the debt securities will have the benefit of the
guarantees from the guarantors. Our subsidiaries are separate and distinct legal
entities and have no obligation, contingent or otherwise, to pay any amounts due
pursuant to the debt securities or to make any funds available therefor, whether
by dividends, loans or other payments, other than as expressly provided in the
guarantees.
Our ability to service our indebtedness, including the debt securities, is
dependent primarily upon the receipt of funds from our subsidiaries. The payment
of dividends or the making of loans and advances to us by our subsidiaries are
subject to contractual, statutory or regulatory restrictions, are contingent
upon the earnings of those subsidiaries and are subject to various business
considerations. Further, any right we may have to receive assets of any of our
subsidiaries upon liquidation or recapitalization of any such subsidiaries (and
the consequent right of the holders of debt securities to participate in those
assets) will be subject to the claims of our subsidiaries' creditors. Even in
the event that we are recognized as a creditor of a subsidiary, our claims would
still be subject to any security interest in the assets of such subsidiary and
any indebtedness of such subsidiary senior to our claim.
The debt securities will be issued under an indenture that we have entered
into with the guarantors and the trustee. The indenture is subject to, and is
governed by, the Trust Indenture Act of 1939.
Except to the extent set forth in a prospectus supplement, the indenture
does not contain any covenants or restrictions that afford holders of the debt
securities special protection in the event of a change of control or highly
leveraged transaction.
The following summary of certain provisions of the debt securities and the
indenture is not complete. You should carefully read the provisions of
particular debt securities we may issue, the indenture and the guarantees, if
5
any, including the definitions in those documents of certain terms and of
those terms made a part of those documents by the Trust Indenture Act.
General
The indenture does not limit the aggregate principal amount of debt
securities which may be issued under it and provides that debt securities may be
issued in one or more series, in such form or forms, with such terms and up to
the aggregate principal amount that we may authorize from time to time. Our
board of directors will establish the terms of each series of debt securities
and such terms will be set forth or determined in the manner provided in an
officers' certificate or by a supplemental indenture. The particular terms of
the debt securities offered pursuant to any prospectus supplement will be
described in the prospectus supplement. All debt securities of one series need
not be issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of any holder, for issuances of additional debt
securities of that series.
Unless otherwise provided in the prospectus supplement, debt securities may
be presented for registration of transfer and exchange and for payment or, if
applicable, for conversion or exchange at the office of the trustee. At our
option, the payment of interest may also be made by check mailed to the address
of the person entitled to such payment as it appears in the debt security
register.
The applicable prospectus supplement will describe the following terms of
any debt securities in respect of which this prospectus is being delivered (to
the extent applicable to the debt securities):
(1) the title of the debt securities of the series, and whether the debt
securities are senior debt securities or subordinated debt
securities;
(2) the total principal amount of the debt securities of the series and
any limit on the total principal amount;
(3) the price (expressed as a percentage of the principal amount of the
debt securities) at which we will issue the debt securities of the
series;
(4) the terms, if any, by which holders may convert or exchange the debt
securities of the series into or for common stock or other of our
securities or property;
(5) if the debt securities of the series are convertible or
exchangeable, any limitations on the ownership or transferability of
the securities or property into which holders may convert or
exchange the debt securities;
(6) the date or dates, or the method for determining the date or dates,
on which we will be obligated to pay the principal of the debt
securities of the series and the amount of principal we will be
obligated to pay;
(7) the rate or rates, which may be fixed or variable, at which the debt
securities of the series will bear interest, if any, or the method
by which the rate or rates will be determined;
(8) the date or dates, or the method for determining the date or dates,
from which any interest will accrue on the debt securities of the
series, the dates on which we will be obligated to pay any such
interest, the regular record dates if any, for the interest
payments, or the method by which the dates shall be determined, the
persons to whom we will be obligated to pay interest, and the basis
upon which interest shall be calculated if other than that of a 360-
day year consisting of twelve 30-day months;
(9) the place or places where the principal of, and any premium,
interest or other amounts payable (if any) on, the debt securities
of the series will be payable, where the holders of the debt
securities
6
may surrender debt securities for conversion, transfer or exchange,
and where notices or demands to or upon us in respect of the debt
securities and the indenture may be served;
(10) any provisions relating to the issuance of the debt securities at an
original issue discount;
(11) the period or periods during which, the price or prices (including
any premium or make-whole amount) at which, the currency or
currencies in which, and the other terms and conditions upon which,
we may redeem the debt securities of the series, at our option, if
we have such an option;
(12) any obligation of ours to redeem, repay or purchase debt securities
pursuant to any sinking fund or analogous provision or at the option
of a holder of debt securities, and the terms and conditions upon
which we will redeem, repay or purchase all or a portion of the debt
securities of the series pursuant to that obligation;
(13) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which the debt securities shall be
issuable;
(14) if the principal amount payable on any maturity date will not be
determinable on any one or more dates prior to the maturity date,
the amount which will be deemed to be the principal amount as of any
date for any purpose, including the principal amount which will be
due and payable upon any maturity other than the maturity date, or
the manner of determining that amount;
(15) any events of default in lieu of or in addition to those described
in this prospectus and remedies relating to such events of default;
(16) if other than the trustee, the identity of each security registrar
or paying agent for debt securities of the series;
(17) the currency or currencies in which we will sell the debt securities
and in which the debt securities of the series will be denominated
and payable;
(18) whether the amount of payment of principal of, and any premium,
make-whole amount, or interest on, the debt securities of the series
may be determined with reference to an index, formula or other
method and the manner in which the amounts will be determined;
(19) whether the principal of, and any premium, make-whole amount,
interest or additional payments on, the debt securities of the
series are to be payable, at our election or at the election of the
holder of the debt securities, in a currency or currencies other
than that in which the debt securities are denominated or stated to
be payable, the period or periods during which, and the terms and
conditions upon which, this election may be made, and the time and
manner of, and identity of the exchange rate agent with
responsibility for, determining the exchange rate between the
currency or currencies in which the debt securities are denominated
or stated to be payable and the currency or currencies in which the
debt securities will be payable;
(20) any applicable U.S. federal income tax consequences, including
whether and under what circumstances we will pay any additional
amounts as contemplated in the applicable indenture on the debt
securities to any holder who is not a United States person in
respect of any tax, assessment or governmental charge withheld or
deducted and, if we will pay additional amounts, whether we will
have the option, and on what terms to redeem the debt securities
instead of paying the additional amounts;
(21) if receipt of certain certificates or other documents or
satisfaction of other conditions will be necessary for any purpose,
including, without limitation, as a condition to the issuance of the
debt securities in definitive form (whether upon original issue or
upon exchange of a temporary debt security), the form and terms of
such certificates, documents or conditions;
7
(22) any other covenant or warranty included for the benefit of the debt
securities of the series;
(23) whether the debt securities will be issued in whole or in part in
the form of one or more global securities and, in such case, the
depositary for such a global security and the circumstances under
which any global security may be exchanged for debt securities
registered in the name of, and under which any transfer of such
global security may be registered in the name of, any person other
than the depositary;
(24) whether the debt securities are defeasible;
(25) whether and the extent that the debt securities shall be guaranteed
by the guarantors and the form of any such guarantee;
(26) any proposed listing of the debt securities of the series on any
securities exchange; and
(27) any other specific terms of the debt securities.
Unless otherwise indicated in the prospectus supplement relating to the
debt securities, principal of and any premium or interest on the debt securities
will be payable, and the debt securities will be exchangeable and transfers
thereof will be registrable, at the office of the trustee at its principal
executive offices. However, at our option, payment of interest may be made by
check mailed to the address of the person entitled thereto as it appears in the
debt security register. Any payment of principal and any premium or interest
required to be made on an interest payment date, redemption date or at maturity
which is not a business day need not be made on such date, but may be made on
the next succeeding business day with the same force and effect as if made on
the applicable date, and no interest shall accrue for the period from and after
such date.
Unless otherwise indicated in the prospectus supplement relating to debt
securities, the debt securities will be issued only in fully registered form,
without coupons, in denominations of $1,000 or any integral multiple thereof. No
service charge will be made for any transfer or exchange of the debt securities,
but we may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with a transfer or exchange.
Debt securities may be issued under the indenture as Original Issue
Discount Securities (as defined below) to be offered and sold at a substantial
discount from their stated principal amount. In addition, under U.S. Treasury
Regulations it is possible that the debt securities that are offered and sold at
their stated principal amount would, under certain circumstances, be treated as
issued at an original issue discount for federal income tax purposes. Federal
income tax consequences and other special considerations applicable to any such
Original Issue Discount Securities (or other debt securities treated as issued
at an original issue discount) will be described in the prospectus supplement
relating to such securities. "Original Issue Discount Security" means any debt
security that does not provide for the payment of interest prior to maturity or
which is issued at a price lower than its principal amount and which provides
that upon redemption or acceleration of its stated maturity an amount less than
its principal amount shall become due and payable.
Global Securities
The debt securities of a series may be issued in the form of one or more
global securities that will be deposited with a depositary or its nominees
identified in the prospectus supplement relating to the debt securities. In such
a case, one or more global securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding debt securities of the series to be represented by such global
security or securities.
Unless and until it is exchanged in whole or in part for debt securities in
definitive registered form, a global security may not be registered for transfer
or exchange except as a whole by the depositary for such global security to a
nominee of the depositary and except in the circumstances described in the
prospectus supplement relating to
8
the debt securities. The specific terms of the depositary arrangement with
respect to a series of debt securities will be described in the prospectus
supplement relating to such series.
Guarantees
In order to enable us to obtain more favorable interest rates and terms of
payment of principal of, premiums (if any), and interest on the debt securities,
the debt securities may (if so specified in the prospectus supplement) be
guaranteed, jointly and severally by all of the guarantors pursuant to
guarantees. Guarantees will not be applicable to or guarantee our obligations
with respect to the conversion of the debt securities into shares of our other
securities. Each guarantee will be an unsecured obligation of each guarantor
issuing such guarantee. The ranking of a guarantee and the terms of the
subordination, if any, will be set forth in the prospectus supplement.
The indenture provides that, in the event any guarantee would constitute or
result in a violation of any applicable fraudulent conveyance or similar law of
any relevant jurisdiction, the liability of the guarantor under such guarantee
will be reduced to the maximum amount (after giving effect to all other
contingent and other liabilities of such guarantor) permissible under the
applicable fraudulent conveyance or similar law.
Modification of the Indenture
We and the trustee may modify the indenture with respect to the debt
securities of any series, with or without the consent of the holders of debt
securities, under certain circumstances to be described in a prospectus
supplement.
Defeasance; Satisfaction and Discharge
The prospectus supplement will outline the conditions under which we may
elect to have certain of our obligations under the indenture discharged and
under which the indenture obligations will be deemed to be satisfied.
Defaults and Notice
The debt securities will contain events of default to be specified in the
applicable prospectus supplement, including, without limitation:
. failure to pay the principal of, or premium, if any, on any debt
security of such series when due and payable (whether at maturity, by
call for redemption, through any mandatory sinking fund, by redemption
at the option of the holder, by declaration or acceleration or
otherwise);
. failure to make a payment of any interest on any debt security of such
series when due;
. our, or any guarantor's, failure to perform or observe any other
covenants or agreements in the indenture or in the debt securities of
such series;
. certain events of bankruptcy, insolvency or reorganization of us or
any guarantor;
. any guarantee in respect of such series of debt securities shall for
any reason cease to be, or be asserted in writing by any guarantor
thereof or us not to be, in full force and effect, and enforceable in
accordance with its terms; and
. certain cross defaults.
If an event of default with respect to debt securities of any series shall
occur and be continuing, the trustee or the holders of not less than 25% in
aggregate principal amount of the then outstanding debt securities of such
series may declare the principal amount (or, if the debt securities of such
series are issued at an original issue discount, such portion of the principal
amount as may be specified in the terms of the debt securities of such series)
9
of all debt securities of such series or such other amount or amounts as the
debt securities or supplemental indenture with respect to such series may
provide, to be due and payable immediately.
The indenture provides that the trustee will, within 90 days after the
occurrence of a default, give to holders of debt securities of any series notice
of all uncured defaults with respect to such series known to it. However, in the
case of a default that results from the failure to make any payment of the
principal of, premium, if any, or interest on the debt securities of any series,
or in the payment of any mandatory sinking fund installment with respect to debt
securities of such series, the trustee may withhold such notice if it in good
faith determines that the withholding of such notice is in the interest of the
holders of debt securities of such series.
The indenture contains a provision entitling the trustee to be indemnified
by holders of debt securities before proceeding to exercise any trust or power
under the indenture at the request of such holders. The indenture provides that
the holders of a majority in aggregate principal amount of the then outstanding
debt securities of any series may direct the time, method and place of
conducting any proceedings for any remedy available to the trustee, or of
exercising any trust or power conferred upon the trustee with respect to the
debt securities of such series. However, the trustee may decline to follow any
such direction if, among other reasons, the trustee determines in good faith
that the actions or proceedings as directed may not lawfully be taken, would
involve the trustee in personal liability or would be unduly prejudicial to the
holders of the debt securities of such series not joining in such direction.
The right of a holder to institute a proceeding with respect to the
indenture is subject to certain conditions including, that the holders of a
majority in aggregate principal amount of the debt securities of such series
then outstanding make a written request upon the trustee to exercise its power
under the indenture, indemnify the trustee and afford the trustee reasonable
opportunity to act. Even so, the holder has an absolute right to receipt of the
principal of, premium, if any, and interest when due, to require conversion or
exchange of debt securities if the indenture provides for convertibility or
exchangeability at the option of the holder and to institute suit for the
enforcement of such rights.
Concerning the Trustee
The prospectus supplement with respect to particular debt securities will
describe any relationship that we may have with the trustee for such debt
securities.
Reports to Holders of Debt Securities
We intend to furnish to holders of debt securities all quarterly and annual
reports that we furnish to holders of our common stock.
Description of Preferred Stock
Our board of directors is authorized to issue in one or more series,
without stockholder approval, up to 1,000,000 shares of preferred stock. The
shares can be issued with such designations, preferences, qualifications,
privileges, limitations, restrictions, options, voting powers (full or limited),
conversion or exchange rights and other special or relative rights as the board
of directors shall from time to time fix by resolution. Thus, without
stockholder approval, our board of directors could authorize the issuance of
preferred stock with voting, conversion and other rights that could dilute the
voting power and other rights of holders of our common stock. The prospectus
supplement relating to a series of preferred stock will set forth the dividend,
voting, conversion, exchange, repurchase and redemption rights, if applicable,
the liquidation preference, and other specific terms of such series of the
preferred stock. We currently have no shares of preferred stock outstanding.
The applicable prospectus supplement will describe the specific terms of
any preferred stock being offered. The following terms may be included:
. the specific designation, number of shares, seniority and purchase
price;
10
. any liquidation preference per share;
. any date of maturity;
. any redemption, repayment or sinking fund provisions;
. any dividend rate or rates and the dates on which any such dividends
will be payable (or the method by which such rates or dates will be
determined);
. any voting rights;
. if other than the currency of the United States, the currency or
currencies (including composite currencies) in which such preferred
stock is denominated and in which payments will or may be payable;
. the method by which amounts in respect of such preferred stock may be
calculated and any commodities, currencies or indices, or value, rate
or price, relevant to such calculation;
. whether the preferred stock is convertible or exchangeable and, if so,
the securities or rights into which it is convertible or exchangeable,
and the terms and conditions upon which such conversions or exchanges
will be effected;
. the place or places where dividends and other payments on the
preferred stock will be payable; and
. any additional voting, dividend, liquidation, redemption and other
rights, preferences, privileges, limitations and restrictions.
As described under "Description of Depositary Shares" below we may, at our
option, elect to offer depositary shares evidenced by depositary receipts, each
representing an interest (to be specified in the prospectus supplement relating
to the particular series of the preferred stock) in a share of the particular
series of the preferred stock issued and deposited with a depositary.
All shares of preferred stock offered by this prospectus, or issuable upon
conversion, exchange or exercise of securities, will, when issued, be fully paid
and non-assessable.
Description of Depositary Shares
The description set forth below and in any prospectus supplement of certain
provisions of the deposit agreement and of the depositary shares and depositary
receipts is not complete. You should carefully review the prospectus supplement
and the form of deposit agreement and form of depositary receipts relating to
each series of the preferred stock.
General
We may, at our option, elect to have shares of preferred stock be
represented by depositary shares. The shares of any series of the preferred
stock underlying the depositary shares will be deposited under a separate
deposit agreement that we will enter with a bank or trust company having its
principal office in the United States and a combined capital and surplus of at
least $50,000,000. This bank or trust company will be considered the depositary.
The prospectus supplement relating to a series of depositary shares will set
forth the name and address of the depositary. Subject to the terms of the
deposit agreement, each owner of a depositary share will be entitled, in
proportion to the applicable interest in the number of shares of preferred stock
underlying such depositary share, to all the rights and preferences of the
preferred stock underlying such depositary share (including dividend, voting,
redemption, conversion, exchange and liquidation rights).
11
The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement, each of which will represent the applicable
interest in a number of shares of a particular series of the preferred stock
described in the applicable prospectus supplement.
Unless otherwise specified in the prospectus supplement, a holder of
depositary shares is not entitled to receive the shares of preferred stock
underlying the depositary shares.
If required by law or applicable securities exchange rules, engraved
depositary receipts will be prepared. Pending their preparation, the depositary
may, upon our written order, issue temporary depositary receipts substantially
identical to the definitive depositary receipts. Definitive depositary receipts
will thereafter be prepared without unreasonable delay.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash
distributions received in respect of the preferred stock to the record holders
of depositary shares representing such preferred stock in proportion to the
numbers of depositary shares owned by the holders on the relevant record date.
In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
entitled to such property, as nearly as practicable, in proportion to the number
of depositary shares owned by the holder. However, if the depositary determines
that it is not feasible to make such distribution, it may, with our approval,
sell such property and distribute the net proceeds from such sale to the
holders.
The deposit agreement also contains provisions relating to the manner in
which any subscription or similar rights we offer to holders of preferred stock
shall be made available to holders of depositary shares.
Conversion and Exchange
If any preferred stock underlying the depositary shares is subject to
provisions relating to its conversion or exchange as set forth in the prospectus
supplement relating thereto, each record holder of depositary shares will have
the right or obligation to convert or exchange such depositary shares pursuant
to its terms.
Redemption of Depositary Shares
If a series of preferred stock underlying the depositary shares is subject
to redemption, the depositary shares will be redeemed from the proceeds received
by the depositary resulting from the redemption, in whole or in part, of the
series of preferred stock held by the depositary. The redemption price per
depositary share will be equal to the aggregate redemption price payable with
respect to the number of shares of preferred stock underlying the depositary
shares. Whenever we redeem preferred stock from the depositary, the depositary
will redeem as of the same redemption date a proportionate number of depositary
shares representing the shares of preferred stock that were redeemed. If less
than all the depositary shares are to be redeemed, the depositary shares to be
redeemed will be selected by lot or pro rata as we may determine.
After the date fixed for redemption, the depositary shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the depositary shares will cease, except the right to receive the
redemption price payable upon such redemption. Any funds we deposit with the
depositary for any depositary shares which the holders fail to redeem will be
returned to us after a period of two years from the date we deposit such funds.
Voting
Upon receipt of notice of any meeting or action in lieu of any meeting at
which the holders of any shares of preferred stock underlying the depositary
shares are entitled to vote, the depositary will mail the information contained
in such notice to the record holders of the depositary shares relating to such
preferred stock. Each record
12
holder of such depositary shares on the record date (which will be the same date
for the preferred stock) will be entitled to instruct the depositary as to the
exercise of the voting rights pertaining to the number of shares of preferred
stock underlying such holder's depositary shares. The depositary will endeavor,
as practicable, to vote the number of shares of preferred stock underlying such
depositary shares in accordance with such instructions, and we will agree to
take all action which may be deemed necessary by the depositary in order to
enable the depositary to do so.
Amendment of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment which materially and
adversely alters the rights of the existing holders of depositary shares will
not be effective unless such amendment has been approved by at least a majority
of the depositary shares then outstanding.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges that
arise solely from the existence of the depositary arrangements. We will pay
charges of the depositary in connection with the initial deposit of the
preferred stock and any exchange or redemption of the preferred stock. Holders
of depositary shares will pay all other transfer and other taxes and
governmental charges, and, in addition, such other charges as are expressly
provided in the deposit agreement to be for their accounts.
Miscellaneous
We, or at our option, the depositary, will forward to the holders of
depositary shares all of our reports and communications which we are required to
furnish to the holders of preferred stock.
Neither we nor the depositary will be liable if we or the depositary is
prevented or delayed by law or any circumstances beyond our or its control in
performing our or its obligations under the deposit agreement. Our obligations
and the depositary's obligations under the deposit agreement will be limited to
performance in good faith and neither we nor the depositary will be obligated to
prosecute or defend any legal proceeding in respect of any depositary share or
preferred stock unless satisfactory indemnity has been furnished. Both we and
the depositary may rely upon written advice of counsel or accountants, or
information provided by persons presenting preferred stock for deposit, holders
of depositary shares or other persons believed to be competent and on documents
believed to be genuine.
Resignation and Removal of Depositary; Termination of the Deposit Agreement
The depositary may resign at any time by delivering notice to us of its
election to do so, and we may at any time remove the depositary. Any such
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of such appointment. We will appoint a successor
depositary within 60 days after delivery of the notice of resignation or
removal. We may terminate the deposit agreement or it may be terminated by the
depositary if a period of 90 days expires after the depositary has delivered
written notice to us of its election to resign and we have not appointed a
successor depositary. Upon termination of the deposit agreement, the depositary
will discontinue the transfer of depositary receipts, will suspend the
distribution of dividends to the holders of depositary receipts, and will not
give any further notices (other than notice of such termination) or perform any
further acts under the deposit agreement except that the depositary will
continue to deliver preferred stock certificates, together with dividends and
distributions and the net proceeds of any sales of rights, preferences,
privileges or other property in exchange for depositary receipts surrendered.
Upon our request, the depositary will deliver to us all books, records,
certificates evidencing preferred stock, depositary receipts and other documents
relating to the subject matter of the deposit agreement.
13
Description of Class A Common Stock
If we offer shares of class A common stock, the prospectus supplement will
set forth the number of shares offered, the public offering price, information
regarding our dividend history and class A common stock prices as reflected on
the New York Stock Exchange, including a recent reported last sale price of the
class A common stock.
Our authorized common stock consists of 140,000,000 shares, of which
120,000,000 shares are class A common stock, par value $.01 per share, and
20,000,000 shares are class B common stock, par value $.01 per share. At May 31,
2001, we had 35,881,710 shares of class A common stock outstanding and held of
record by 959 stockholders, and 6,132,995 shares of class B common stock
outstanding and held of record by 263 stockholders. In addition, at May 31,
2001, options to purchase an aggregate of 7,140,715 shares of class A common
stock were outstanding.
All shares of class A common stock and class B common stock currently
outstanding are, and the shares of class A common stock offered hereby will be,
validly issued and fully paid and non-assessable, not subject to redemption
(except as described below) and without preemptive or other rights to subscribe
for or purchase any proportionate part of any new or additional issues of stock
of any class or of securities convertible into stock of any class.
The following descriptions of our class A common stock and certain
provisions of our Restated Certificate of Incorporation and Amended and Restated
By-Laws are summaries and are not complete. You should carefully review the
provisions of our certificate of incorporation and by-laws and appropriate
provisions of the Delaware General Corporation Law.
General
The rights of holders of class A common stock and class B common stock are
identical except for voting, dividends and conversion rights.
Voting
Holders of class A common stock are entitled to one vote per share and
holders of class B common stock are entitled to 10 votes per share. Holders of
class A common stock, voting as a class, are entitled to elect at least one
fourth of the members of our board of directors to be elected at a meeting of
stockholders, and holders of class B common stock, voting as a class, are
entitled to elect the remaining directors. If the number of outstanding shares
of class B common stock is less than 12 1/2% of the aggregate number of
outstanding shares of class A common stock and class B common stock, the holders
of class A common stock will become entitled to elect at least one fourth of the
directors voting as a class and to elect the remaining directors voting together
as a single class with holders of class B common stock, provided that the
holders of class A common stock shall have one vote per share and the holders of
class B common stock shall have 10 votes per share.
On all other matters submitted to a vote of the stockholders, the holders
of class A common stock and class B common stock vote together as a single
class, except where a separate class vote is required under Delaware law.
Dividends
If we pay a cash dividend on class B common stock, each share of class A
common stock will receive an amount at least 10% greater than the amount of the
cash dividend per share paid on class B common stock. In addition, our board of
directors may declare and pay a dividend on class A common stock without paying
any dividend on class B common stock. The indentures for our outstanding senior
notes and our outstanding senior subordinated notes, and our existing senior
credit facility, restrict the payment of dividends. In addition, any
supplemental indentures for the debt securities may restrict or prohibit the
payment of dividends.
14
Conversion
Each share of class B common stock is convertible into one fully paid and
non-assessable share of class A common stock at the option of the holder at any
time. The shares of class A common stock are not convertible into or
exchangeable for shares of class B common stock or any of our other securities.
Other Provisions
Holders of class A common stock and class B common stock are entitled to
share pro rata in the distribution of our assets available for such purpose in
the event of our liquidation, dissolution or winding up, after payment of, or
provision for, creditors and distribution of, or provision for, preferential
amounts and unpaid accumulated dividends to holders of preferred stock, if any.
Holders of class A common stock and class B common stock have no preemptive
rights to subscribe for any additional securities of any class which we may
issue, and there are no redemption provisions or sinking fund provisions
applicable to any such classes, nor is the class A common stock and class B
common stock subject to calls or assessments.
Certain Statutory Provisions
We are subject to Section 203 of the Delaware General Corporation Law.
Section 203 prohibits a publicly held Delaware corporation from engaging in any
"business combination" with any "interested stockholder" for a period of three
years following the time that such person became an interested stockholder,
unless
. prior to the time of the business combination, the transaction is
approved by the board of directors of the corporation;
. upon consummation of the transaction which resulted in the stockholder
becoming an interested stockholder, the interested stockholder owns at
least 85% of the outstanding voting stock; or
. at or subsequent to such time the business combination is approved by
the board of directors and authorized at a meeting of the
corporation's stockholders by the affirmative vote of at least 66 2/3%
of the outstanding voting stock that is not owned by the interested
stockholder.
For purposes of Section 203, a "business combination" includes a merger, assets
sale or other transaction resulting in a financial benefit to the interested
stockholder, and an "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years, did own) 15% or more of
the corporation's voting stock.
Plan of Distribution
We may sell securities on a negotiated or competitive bid basis to or
through one or more underwriters or dealers. We may also sell securities
directly to institutional investors or other purchasers or through agents. Any
underwriter, dealer or agent involved in the offer and sale of securities, and
any applicable commissions, discounts and other items constituting compensation
to such underwriters, dealers or agents, will be set forth in the prospectus
supplement.
We may effect distribution of securities from time to time in one or more
transactions at a fixed price or prices (which may be changed) or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
Unless otherwise indicated in a prospectus supplement, the obligations of
any underwriters to purchase securities will be subject to certain conditions
and the underwriters will be obligated to purchase all of the applicable
securities if any are purchased. If a dealer is used in a sale, we may sell the
securities to the dealer as principal. The dealer may then resell the securities
to the public at varying prices to be determined by the dealer at the time of
resale.
15
We or our agents may solicit offers to purchase securities from time to
time. Unless otherwise indicated in a prospectus supplement, any agent will be
acting on a best efforts basis for the period of its appointment.
In connection with the sale of securities, underwriters or agents may
receive compensation (in the form of discounts, concessions or commissions) from
us or from purchasers of securities for whom they may act as agents.
Underwriters may sell securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the distribution of
securities may be deemed to be underwriters as that term is defined in the
Securities Act, and any discounts or commissions received by them from us and
any profits on the resale of the securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified, and any such compensation received from
us will be described, in the related prospectus supplement.
Underwriters, dealers and agents may be entitled, under agreements with us,
to indemnification against and contribution toward certain civil liabilities,
including liabilities under the Securities Act.
If so indicated in the prospectus supplement, we will authorize agents and
underwriters to solicit offers by certain specified institutions to purchase
securities at the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in the future. Institutions with whom such contracts may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and other
institutions but shall in all cases be subject to our approval. Such contracts
will be subject only to those conditions set forth in the prospectus supplement
and the prospectus supplement will set forth the commission payable for
solicitation of such contracts. The obligations of any purchaser under any such
contract will be subject to the condition that the purchase of the securities
shall not be prohibited at the time of delivery under the laws of the
jurisdiction to which the purchaser is subject. The underwriters and other
agents will not have any responsibility in respect of the validity or
performance of such contracts.
The underwriters or agents and their associates may engage in transactions
with and perform services for us or our affiliates in the ordinary course of
their respective businesses.
The securities may or may not be listed on a national securities exchange
or traded in the over-the-counter market. No assurance can be given as to the
liquidity of the trading market for any such securities.
If underwriters or dealers are used in the sale, until the distribution of
the securities is completed, SEC rules may limit the ability of any such
underwriters and selling group members to bid for and purchase the securities.
As an exception to these rules, representatives of any underwriters are
permitted to engage in certain transactions that stabilize the price of the
securities. Such transactions may consist of bids or purchases for the purpose
of pegging, fixing or maintaining the price of the securities. If the
underwriters create a short position in the securities in connection with the
offerings (i.e., if they sell more securities than are set forth on the cover
page of the prospectus supplement) the representatives of the underwriters may
reduce that short position by purchasing securities in the open market. The
representatives of the underwriters may also elect to reduce any short position
by exercising all or part of any over-allotment option described in the
prospectus supplement. The representatives of the underwriters may also impose a
penalty bid on certain underwriters and selling group members. This means that
if the representatives purchase securities in the open market to reduce the
underwriters' short position or to stabilize the price of the securities, they
may reclaim the amount of the selling concession from the underwriters and
selling group members who sold those shares as part of the offering. In general,
purchases of a security for the purpose of stabilization or to reduce a short
position could cause the price of the security to be higher than it might be in
the absence of such purchases. The imposition of a penalty bid might also have
an effect on the price of the securities to the extent that it discourages
resales of the securities. We make no representation or prediction as to the
direction or magnitude of any effect that the transactions described above may
have on the price of the securities. In addition, the representatives of any
underwriters may determine not to engage in such transactions or that such
transactions, once commenced, may be discontinued without notice.
16
Legal Opinions
The validity of the securities offered by this prospectus will be passed
upon by McDermott, Will & Emery.
Experts
The audited consolidated financial statements of Constellation Brands, Inc.
incorporated by reference in this prospectus and elsewhere in this registration
statement to the extent and for the periods indicated in their report have been
audited by Arthur Andersen LLP, independent public accountants, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said report.
17
[LOGO]
$750,000,000
Constellation Brands, Inc.
Securities
----------
Prospectus
----------
June , 2001
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated fees and expenses payable by
the Company in connection with the issuance and distribution of the Securities
being registered:
SEC registration fee.................................... $ 179,249
Printing expenses....................................... 250,000
Fees and expenses of counsel............................ 400,000
Fees and expenses of accountants........................ 125,000
Trustees fees and expenses.............................. 60,000
Rating agency fees...................................... 220,000
Miscellaneous........................................... 165,751
----------
Total.................................................. $1,400,000
==========
ITEM 15. Indemnification of Directors and Officers.
The Delaware General Corporation Law (Section 102) allows a corporation to
eliminate the personal liability of directors of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his/her fiduciary duty as a director, except in the case where the director
breached his/her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit. The Company's Restated Certificate of
Incorporation contains a provision which eliminates directors' personal
liability as set forth above.
The Delaware General Corporation Law (Section 145) gives Delaware
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions; gives a director or officer who successfully defends an action the
right to be so indemnified; and authorizes the Company to buy directors' and
officers' liability insurance. Such indemnification is not exclusive of any
other right to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or otherwise.
The Company's Restated Certificate of Incorporation provides for
indemnification to the fullest extent authorized by Section 145 of the Delaware
General Corporation Law for directors, officers and employees of the Company and
also to persons who are serving at the request of the Company as directors,
officers or employees of other corporations (including subsidiaries); provided
that, with respect to proceedings initiated by such indemnitee, indemnification
shall be provided only if such proceedings were authorized by the Board of
Directors. This right of indemnification is not exclusive of any other right
which any person may acquire under any statute, bylaw, agreement, contract, vote
of stockholders or otherwise.
The Company maintains a directors' and officers' liability insurance and
corporate reimbursement policy insuring directors and officers against loss
arising from claims made arising out of the performance of their duties.
II-1
ITEM 16. Exhibits
Exhibit
Number Description of Exhibit
------ ----------------------
1* Form of Underwriting Agreement
4.1 Indenture, by and among the registrants and BNY Midwest Trust
Company (as successor to Harris Trust and Savings Bank) (filed as
Exhibit 99.1 to the registrant's Current Report on Form 8-K dated
March 3, 1999, and incorporated herein by reference)
4.2 Supplemental Indenture No. 3, dated August 6, 1999, by and among
the registrants and BNY Midwest Trust Company (as successor to
Harris Trust and Savings Bank) (filed as Exhibit 4.20 to the
registrant's Quarterly Report on Form 10-Q for the quarterly
period ended August 31, 1999, and incorporated herein by
reference)
4.3 Supplemental Indenture No. 4, dated May 15, 2000, by and among the
registrants and BNY Midwest Trust Company (as successor to Harris
Trust and Savings Bank) (filed as Exhibit 4.1 to the registrant's
Current Report on Form 8-K dated May 12, 2000, and incorporated
herein by reference)
4.4 Supplemental Indenture No. 5, dated September 14, 2000, by and
among the registrants and BNY Midwest Trust Company (as succesor
to The Bank of New York) (filed as Exhibit 4.1 to the registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
August 31, 2000, and incorporated herein by reference)
4.5 Indenture, by and among the registrants and BNY Midwest Trust
Company (filed as Exhibit 4.1 to the registrant's Registration
Statement on Form S-4 (No. 333-60720) and incorporated herein by
reference)
5 Opinion of McDermott, Will & Emery
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Arthur Andersen LLP
23.2 Consent of McDermott, Will & Emery (included as part of Exhibit 5)
24 Powers of Attorney (included on the signature pages of the
registration statement)
25.1 Statement of Eligibility of Trustee on Form T-1 for the indenture
filed as Exhibit 4.1 to the registration statement (filed as
Exhibit 25 to the registrant's Registration Statement on Form S-3
(No. 333-91587) and incorporated herein by reference)
25.2 Statement of Eligibility of Trustee on Form T-1 for the indenture
filed as Exhibit 4.5 to the registration statement (filed as
Exhibit 25.1 to the registrant's Registration Statement on Form
S-4 (No. 333-60720) and incorporated herein by reference)
* To be subsequently filed as an exhibit to a report on Form 8-K.
ITEM 17. Undertakings.
1. (a) The undersigned registrants hereby undertake to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that subparagraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Commission by the registrants pursuant
II-2
to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") that are incorporated by reference in the Registration Statement.
(b) The undersigned registrants hereby undertake that, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrants hereby undertake to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
2. The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
registrants' annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by the
registrants is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
4. The undersigned registrants hereby undertake that for purposes of
determining any liability under the Securities Act, (i) the information omitted
from the form of prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus filed by the
registrants pursuant to Rule 424(b)(1) or (4) or Rule 497(h) under the
Securities Act shall be deemed to be part of this Registration Statement as of
the time it was declared effective, and (ii) each post-effective amendment that
contains a form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
5. The undersigned registrants hereby undertake to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act (the "Act") in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairport, State of New
York on June 20, 2001.
Constellation Brands, Inc.
By: /s/ Richard Sands
---------------------------------------------
Richard Sands
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Constellation Brands, Inc.) to sign any or all amendments (including post-
effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Richard Sands President, Chief Executive Officer
------------------------------ and a Director (Principal Executive Officer)
Richard Sands
/s/ Robert Sands Group President and a Director
------------------------------
Robert Sands
/s/ Thomas S. Summer Executive Vice President and Chief Financial
------------------------------ Officer (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Thomas C. McDermott Director
------------------------------
Thomas C. McDermott
/s/ James A. Locke, III Director
------------------------------
James A. Locke, III
/s/ Paul L. Smith Director
------------------------------
Paul L. Smith
/s/ George Bresler Director
------------------------------
George Bresler
/s/ Jeananne K. Hauswald Director
------------------------------
Jeananne K. Hauswald
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Batavia, State of New
York on June 20, 2001.
Batavia Wine Cellars, Inc.
By: /s/ Ned Cooper
---------------------------
Ned Cooper
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Batavia Wine Cellars, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Ned Cooper President (Principal Executive Officer)
------------------------------
Ned Cooper
/s/ Thomas S. Summer Treasurer (Principal Financial Officer and
------------------------------ Principal Accounting Officer)
Thomas S. Summer
/s/ Richard Sands Vice President and a Director
------------------------------
Richard Sands
/s/ Robert Sands Secretary and a Director
------------------------------
Robert Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on June 20, 2001.
Barton Incorporated
By: /s/ Alexander L. Berk
---------------------------------------
Alexander L. Berk
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Incorporated) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Alexander L. Berk President, Chief Executive Officer and a
------------------------------ Director (Principal Executive Officer)
Alexander L. Berk
/s/ Thomas S. Summer Vice President
------------------------------ (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer)
/s/ Troy J. Christensen Senior Vice President, Treasurer and a Director
------------------------------
Troy J. Christensen
/s/ Edward L. Golden Vice President and a Director
------------------------------
Edward L. Golden
/s/ Richard Sands Vice President and a Director
------------------------------
Richard Sands
/s/ Robert Sands Vice President and a Director
------------------------------
Robert Sands
/s/ Elizabeth Kutyla Senior Vice President, Secretary and a Director
------------------------------
Elizabeth Kutyla
/s/ William F. Hackett Director
------------------------------
William F. Hackett
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on June 20, 2001.
Barton Brands, Ltd.
By: /s/ Edward L. Golden
--------------------------------
Edward L. Golden
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Brands, Ltd.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Edward L. Golden President and a Director (Principal Executive
------------------------------ Officer)
Edward L. Golden
/s/ Thomas S. Summer Vice President
------------------------------ (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer)
/s/ Troy J. Christensen Senior Vice President, Treasurer, and a Director
------------------------------
Troy J. Christensen
/s/ Alexander L. Berk Executive Vice President and a Director
------------------------------
Alexander L. Berk
/s/ Elizabeth Kutyla Senior Vice President, Secretary and a Director
------------------------------
Elizabeth Kutyla
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on June 20, 2001.
Barton Beers, Ltd.
By: /s/ Richard Sands
---------------------------
Richard Sands
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Beers, Ltd.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Richard Sands Chief Executive Officer and a Director (Principal
------------------------------ Executive Officer)
Richard Sands
/s/ Thomas S. Summer Vice President
------------------------------ (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer)
/s/ Troy J. Christensen Senior Vice President, Treasurer, and a Director
------------------------------
Troy J. Christensen
/s/ Alexander L. Berk Executive Vice President and a Director
------------------------------
Alexander L. Berk
/s/ Elizabeth Kutyla Senior Vice President, Secretary and a Director
------------------------------
Elizabeth Kutyla
/s/ William F. Hackett President and a Director
------------------------------
William F. Hackett
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on June 20, 2001.
Barton Brands of California, Inc.
By: /s/ Alexander L. Berk
--------------------------------
Alexander L. Berk
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Brands of California, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Alexander L. Berk President and a Director (Principal Executive
------------------------------ Officer)
Alexander L. Berk
/s/ Thomas S. Summer Vice President (Principal Financial Officer and
------------------------------ Principal Accounting Officer)
Thomas S. Summer
/s/ Troy J. Christensen Senior Vice President, Treasurer and a Director
------------------------------
Troy J. Christensen
/s/ Edward L. Golden Vice President and a Director
------------------------------
Edward L. Golden
/s/ Elizabeth Kutyla Senior Vice President, Secretary and a Director
------------------------------
Elizabeth Kutyla
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on June 20, 2001.
Barton Brands of Georgia, Inc.
By: /s/ Alexander L. Berk
--------------------------------
Alexander L. Berk
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Brands of Georgia, Inc.) to sign any or all amendments (including post-
effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Alexander L. Berk President and a Director (Principal Executive
------------------------------ Officer)
Alexander L. Berk
/s/ Thomas S. Summer Vice President
------------------------------ (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer)
/s/ Troy J. Christensen Senior Vice President, Treasurer, and a Director
------------------------------
Troy J. Christensen
/s/ Edward L. Golden Vice President and a Director
------------------------------
Edward L. Golden
/s/ Elizabeth Kutyla Senior Vice President, Secretary and a Director
------------------------------
Elizabeth Kutyla
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on June 20, 2001.
Barton Distillers Import Corp.
By: /s/ Alexander L. Berk
--------------------------------
Alexander L. Berk
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Distillers Import Corp.) to sign any or all amendments (including post-
effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Alexander L. Berk President and a Director (Principal Executive
------------------------------ Officer)
Alexander L. Berk
/s/ Thomas S. Summer Vice President
------------------------------ (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer)
/s/ Troy J. Christensen Senior Vice President, Treasurer, and a Director
------------------------------
Troy J. Christensen
/s/ Edward L. Golden Director
------------------------------
Edward L. Golden
/s/ Elizabeth Kutyla Senior Vice President, Secretary and a Director
------------------------------
Elizabeth Kutyla
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on June 20, 2001.
Barton Financial Corporation
By: /s/ Troy J. Christensen
--------------------------------
Troy J. Christensen
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Financial Corporation) to sign any or all amendments (including post-
effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Troy J. Christensen President, Secretary and a Director
------------------------------ (Principal Executive Officer)
Troy J. Christensen
/s/ Thomas S. Summer Vice President
------------------------------ (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer)
/s/ Michael A. Napientek Assistant Secretary and a Director
------------------------------
Michael A. Napientek
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on June 20, 2001.
Stevens Point Beverage Co.
By: /s/ James P. Ryan
---------------------------
James P. Ryan
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Stevens Point Beverage Co.) to sign any or all amendments (including post-
effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ James P. Ryan President, Chief Executive Officer and a
------------------------------ Director (Principal Executive Officer)
James P. Ryan
/s/ Thomas S. Summer Vice President
------------------------------ (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer)
/s/ Troy J. Christensen Senior Vice President, Treasurer and a Director
------------------------------
Troy J. Christensen
/s/ Alexander L. Berk Executive Vice President and a Director
------------------------------
Alexander L. Berk
/s/ William F. Hackett Director
------------------------------
William F. Hackett
/s/ Elizabeth Kutyla Senior Vice President, Secretary and a Director
------------------------------
Elizabeth Kutyla
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on June 20, 2001.
Monarch Import Company
By: /s/ James P. Ryan
---------------------------
James P. Ryan
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands, Robert Sands and Thomas Summer and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Monarch Import Company) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ James P. Ryan Chief Executive Officer and Vice President
------------------------------ (Principal Executive Officer)
James P. Ryan
/s/ Thomas S. Summer Vice President
------------------------------ (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer)
/s/ Troy J. Christensen Senior Vice President, Treasurer and a Director
------------------------------
Troy J. Christensen
/s/ Alexander L. Berk President and a Director
------------------------------
Alexander L. Berk
/s/ William F. Hackett Vice President and a Director
------------------------------
William F. Hackett
/s/ Elizabeth Kutyla Senior Vice President, Secretary and a Director
------------------------------
Elizabeth Kutyla
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Canandaigua, State of New
York on June 20, 2001.
Canandaigua Wine Company, Inc.
By: /s/ Jon Moramarco
----------------------------------------
Jon Moramarco
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Canandaigua Wine Company, Inc.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Jon Moramarco President and Chief Executive Officer
---------------------------------- (Principal Executive Officer)
Jon Moramarco
/s/ Thomas S. Summer Treasurer (Principal Financial Officer and
---------------------------------- Principal Accounting Officer)
Thomas S. Summer
/s/ Robert Sands Vice President and a Director
----------------------------------
Robert Sands
/s/ Richard Sands Vice President and a Director
----------------------------------
Richard Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairport, State of New
York on June 20, 2001.
Canandaigua Europe Limited
By: /s/ Douglas Kahle
-------------------------
Douglas Kahle
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Canandaigua Europe Limited) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on June 20, 2001.
Signature Title
--------- -----
/s/ Douglas Kahle President (Principal Executive Officer)
------------------------------------
Douglas Kahle
/s/ Thomas S. Summer Treasurer (Principal Financial Officer
------------------------------------ and Principal Accounting Officer)
Thomas S. Summer
/s/ Richard Sands Vice President and Director
------------------------------------
Richard Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairport, State of New
York on June 20, 2001.
Roberts Trading Corp.
By: /s/ Thomas S. Summer
------------------------------
Thomas S. Summer
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Roberts Trading Corp.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Thomas S. Summer President and Treasurer (Principal
-------------------------------- Executive Officer, Principal Financial
Thomas S. Summer Officer and Principal Accounting Officer)
/s/ Richard Sands Vice President and a Director
--------------------------------
Richard Sands
/s/ Robert Sands Vice President, Secretary and a Director
--------------------------------
Robert Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairport, State of New
York on June 20, 2001.
Canandaigua Limited
By: /s/ Robert Sands
----------------------------------
Robert Sands
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Canandaigua Limited) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on June 20, 2001.
Signature Title
--------- -----
/s/ Robert Sands Chief Executive Officer and a Director
---------------------------------- (Principal Executive Officer and Authorized
Robert Sands Representative in the United States)
/s/ Thomas S. Summer Finance Director (Principal Financial
---------------------------------- Officer and Principal Accounting Officer)
Thomas S. Summer
/s/ Anne Colquhoun Secretary and a Director
----------------------------------
Anne Colquhoun
/s/ Nigel Hodges Treasurer and a Director
----------------------------------
Nigel Hodges
/s/ Peter Aikens Chief Operating Officer and a Director
----------------------------------
Peter Aikens
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Madera, State of
California on June 20, 2001.
Polyphenolics, Inc.
By: /s/ Anil Shrikhande
------------------------------
Anil Shrikhande
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Polyphenolics, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Anil Shrikhande President (Principal Executive Officer)
-----------------------------------
Anil Shrikhande
/s/ Thomas S. Summer Vice President, Treasurer and a Director
----------------------------------- (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer)
/s/ Ronald C. Fondiller Assistant Secretary and a Director
-----------------------------------
Ronald C. Fondiller
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on June 20, 2001.
Barton Canada, Ltd.
By: /s/ Alexander L. Berk
--------------------------------
Alexander L. Berk
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Canada, Ltd.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Alexander L. Berk President and a Director (Principal
----------------------------------- Executive Officer)
Alexander L. Berk
/s/ Thomas S. Summer Vice President
----------------------------------- (Principal Financial Officer and Principal
Thomas S. Summer Accounting Officer)
/s/ Troy J. Christensen Senior Vice President, Treasurer and a
----------------------------------- Director
Troy J. Christensen
/s/ Edward L. Golden Vice President and a Director
-----------------------------------
Edward L. Golden
/s/ Elizabeth Kutyla Senior Vice President, Secretary and a
----------------------------------- Director
Elizabeth Kutyla
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Helena, State of
California on June 20, 2001.
Franciscan Vineyards, Inc.
By: /s/ Agustin Francisco Huneeus
----------------------------------------
Agustin Francisco Huneeus
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Franciscan Vineyards, Inc.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Agustin Francisco Huneeus President (Principal Executive Officer)
---------------------------------------
Agustin Francisco Huneeus
/s/ Thomas S. Summer Vice President and Treasurer
--------------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Richard Sands Vice President and a Director
---------------------------------------
Richard Sands
/s/ Robert Sands Vice President and a Director
---------------------------------------
Robert Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Helena, State of
California on June 20, 2001.
Allberry, Inc.
By: /s/ Agustin Francisco Huneeus
---------------------------------------
Agustin Francisco Huneeus
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Allberry, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Agustin Francisco Huneeus President (Principal Executive Officer)
---------------------------------------
Agustin Francisco Huneeus
/s/ Thomas S. Summer Vice President and Treasurer
--------------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Richard Sands Vice President and a Director
---------------------------------------
Richard Sands
/s/ Robert Sands Vice President and a Director
---------------------------------------
Robert Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Helena, State of
California on June 20, 2001.
Cloud Peak Corporation
By: /s/ Agustin Francisco Huneeus
--------------------------------------
Agustin Francisco Huneeus
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Cloud Peak Corporation) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Agustin Francisco Huneeus President (Principal Executive Officer)
--------------------------------------
Agustin Francisco Huneeus
/s/ Thomas S. Summer Vice President and Treasurer
-------------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Richard Sands Vice President and a Director
--------------------------------------
Richard Sands
/s/ Robert Sands Vice President and a Director
--------------------------------------
Robert Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Helena, State of
California on June 20, 2001.
M.J. Lewis Corp.
By: /s/ Agustin Francisco Huneeus
--------------------------------------
Agustin Francisco Huneeus
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of M.J. Lewis Corp.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Agustin Francisco Huneeus President (Principal Executive Officer)
--------------------------------------
Agustin Francisco Huneeus
/s/ Thomas S. Summer Vice President and Treasurer
-------------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Richard Sands Vice President and a Director
--------------------------------------
Richard Sands
/s/ Robert Sands Vice President and a Director
--------------------------------------
Robert Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Helena, State of
California on June 20, 2001.
Mt. Veeder Corporation
By: /s/ Agustin Francisco Huneeus
----------------------------------------
Agustin Francisco Huneeus
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Mt. Veeder Corporation) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ Agustin Francisco Huneeus President (Principal Executive Officer)
-------------------------------------
Agustin Francisco Huneeus
/s/ Thomas S. Summer Vice President and Treasurer
------------------------------------- (Principal Financial Officer and
Principal Accounting Officer)
Thomas S. Summer
/s/ Richard Sands Vice President and a Director
-------------------------------------
Richard Sands
/s/ Robert Sands Vice President and a Director
-------------------------------------
Robert Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Amsterdam, the
Netherlands on June 20, 2001.
Canandaigua B.V.
By: /s/ G.A.L.R. Diepenhorst
-------------------------------------
G.A.L.R. Diepenhorst
Managing Director
By: /s/ E.F. Switters
-------------------------------------
E.F. Switters
Managing Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Canandaigua B.V.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 2001.
Signature Title
--------- -----
/s/ G.A.L.R. Diepenhorst Managing Director (Principal Executive
------------------------------------ Officer)
G.A.L.R. Diepenhorst
/s/ Thomas S. Summer Chief Financial Officer and Authorized
------------------------------------ Representative in the United States
(Principal Financial Officer and
Principal Accounting Officer)
Thomas S. Summer
/s/ E.F. Switters Managing Director
------------------------------------
E.F. Switters
EXHIBIT INDEX
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Exhibit
Number Description of Exhibit
------ ----------------------
1* Form of Underwriting Agreement
4.1 Indenture, by and among the registrants and BNY Midwest Trust
Company (as successor to Harris Trust and Savings Bank) (filed as
Exhibit 99.1 to the registrant's Current Report on Form 8-K dated
March 3, 1999, and incorporated herein by reference)
4.2 Supplemental Indenture No. 3, dated August 6, 1999, by and among
the registrants and BNY Midwest Trust Company (as successor to
Harris Trust and Savings Bank) (filed as Exhibit 4.20 to the
registrant's Quarterly Report on Form 10-Q for the quarterly
period ended August 31, 1999, and incorporated herein by
reference)
4.3 Supplemental Indenture No. 4, dated May 15, 2000, by and among the
registrants and BNY Midwest Trust Company (as successor to Harris
Trust and Savings Bank) (filed as Exhibit 4.1 to the registrant's
Current Report on Form 8-K dated May 12, 2000, and incorporated
herein by reference)
4.4 Supplemental Indenture No. 5, dated September 14, 2000, by and
among the registrants and BNY Midwest Trust Company (as successor
to The Bank of New York) (filed as Exhibit 4.1 to the registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
August 31, 2000, and incorporated herein by reference)
4.5 Indenture, by and among the registrants and BNY Midwest Trust
Company (filed as Exhibit 4.1 to the registrant's Registration
Statement on Form S-4 (No. 333-60720) and incorporated herein by
reference)
5 Opinion of McDermott, Will & Emery
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Arthur Andersen LLP
23.2 Consent of McDermott, Will & Emery (included as part of Exhibit 5)
24 Powers of Attorney (included on the signature pages of the
registration statement)
25.1 Statement of Eligibility of Trustee on Form T-1 for the indenture
filed as Exhibit 4.1 to the registrant statement (filed as
Exhibit 25 to the registrant's Registration Statement on Form S-3
(No. 333-91587) and incorporated herein by reference)
25.2 Statement of Eligibility of Trustee on Form T-1 for the indenture
filed as Exhibit 4.5 to the registration statement (filed as
Exhibit 25.1 to the registrant's Registration Statement on Form S-
4 (No. 333-60720) and incorporated herein by reference)
* To be subsequently filed as an exhibit to a report on Form 8-K.