Edgar Filing: RAVENSWOOD WINERY INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

RAVENSWOOD WINERY, INC.

________________________________________________________________________________
(Name of Issuer)

Common Stock, no par value

________________________________________________________________________________
(Title of Class of Securities)

754438109

________________________________________________________________________________
(CUSIP Number)

Thomas J. Mullin, Esq.
Constellation Brands, Inc.
300 WillowBrook Office Park
Fairport, NY 14450
(716) 218-2169

With a copy to:

Jeffrey P. Newman, Esq.
Farella Braun + Martel LLP
235 Montgomery Street, 30/th/ Floor
San Francisco, CA 94104
(415) 954-4400

________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 10, 2001

________________________________________________________________________________
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7 for other
parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

CUSIP NO. 754438109
----------

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NAMES OF REPORTING PERSONS
1. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

Constellation Brands, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2. (a) [_]
(b) [X]
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SEC USE ONLY
3.

------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions) Not Applicable
4.

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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5.
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CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Delaware
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SOLE VOTING POWER
7.
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.

OWNED BY 2,857,027
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9.
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.

2,857,027
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12.
(See Instructions) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
56.3%
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TYPE OF REPORTING PERSON (See Instructions)
14.
CO
------------------------------------------------------------------------------

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CUSIP NO. 754438109
----------

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NAMES OF REPORTING PERSONS
1. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only).

VVV Acquisition Corp.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2. (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3.

------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4.
Not Applicable
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5. [_].
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Delaware
------------------------------------------------------------------------------
SOLE VOTING POWER
7.
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.

------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12.
(See Instructions) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
56.3%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14.
CO
------------------------------------------------------------------------------

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Item 1. Security and Issuer

This Schedule 13D is filed by Constellation Brands, Inc. ("CBI") and VVV
Acquisition Corp. ("VVV") with respect to the common stock, no par value (the
"Common Stock"), of Ravenswood Winery, Inc., a California corporation (the
"Issuer").

Class of equity securities: Common Stock

The Issuer's principal executive offices are located at 18701 Gehricke
Road, Sonoma, CA 95476.

Item 2. Identity and Background

(a) - (c) CBI is a Delaware corporation whose principal business is
producing, marketing and distributing branded beverage alcohol products in North
America and the United Kingdom. Its principal executive offices are located at
300 WillowBrook Office Park, Fairport, NY 14450. VVV is a Delaware corporation
and wholly-owned indirect subsidiary of CBI. Its principal executive offices are
located at 1178 Galleron Road, St. Helena, CA 94574. VVV is a new corporation
formed by CBI for the purpose of merging with and into the Issuer (as described
below).

Information with respect to the executive officers and directors of CBI
and VVV, including name, business address, present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, to the best knowledge
of CBI and VVV, is listed on the attached Appendix I, which is incorporated
herein by reference.

(d) - (e) During the last five years, neither CBI, VVV nor, to the best
of its knowledge, any of the persons listed in Appendix I (executive officers
and directors of CBI and VVV) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the last five
years, neither CBI, VVV nor, to the best of its knowledge, any of the persons
listed in Appendix I has been a party to any civil proceeding or a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws, and neither CBI nor VVV is currently
subject to any such judgment, decree or final order.

(f) To the best knowledge of CBI and VVV, as applicable, the citizenship
of each of the executive officers and directors of CBI and VVV is set out on
Appendix I, which is incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration

No monetary consideration was paid by CBI or VVV to the Issuer or the
Shareholders (as defined below) for the Voting Agreements (as defined below).
Reference is made to the description of the agreements described in Items 4 and
5 below.

Item 4. Purpose of Transaction

(a)-(b) Pursuant to an Agreement and Plan of Merger dated April 10,
2001, (the "Merger Agreement"), among CBI, VVV and the Issuer, and subject to
the conditions set forth therein (including regulatory and Issuer shareholder
approval), VVV will merge with and into the Issuer and the Issuer will become an
indirect wholly-owned subsidiary of CBI (such events constituting the "Merger").
Once the Merger is consummated, VVV will cease its corporate existence and the
Issuer will continue in existence as the surviving corporation. As a result of
the Merger, each outstanding share of the Issuer's Common Stock, other than
shares owned by CBI, VVV or shareholders dissenting from the Merger, will be
converted into the right to receive $29.50 in cash, without interest (the
"Merger Consideration"). Immediately before the effective time of the Merger,
each outstanding vested option to purchase Issuer Common Stock shall be
canceled, and in consideration of such cancellation, the holder of such option
shall become entitled to receive cash equal to the product of (i) the number of
vested shares subject to such option and (B) the excess of the Merger
Consideration over the per share exercise price of such option, less any
applicable withholding taxes. Immediately before the effective time of the
Merger, a number of unvested options to purchase Issuer Common Stock held by
each holder thereof equal to the lesser of (i) unvested options to purchase
1,000 shares of Issuer Common Stock or (ii) the number of unvested options to
purchase Issuer Common Stock held by such holder, shall accelerate, fully vest
and will be treated immediately prior to the effective time of the Merger in the
same manner as vested options to purchase Issuer Common Stock. Immediately
before the effective time of the Merger, except as provided in the preceding
sentence, each unvested option to purchase Issuer Common Stock shall be
canceled, and in consideration for such cancellation, the holder thereof shall
become entitled to receive at the time such unvested option to purchase Issuer
Common Stock would have vested an amount of cash equal to the product of (x) the
number of unvested shares subject to such option that would have vested on such
date and (y) the excess of the Merger Consideration over the per share exercise
price of such option, less any applicable withholding taxes.

The foregoing summary of the Merger is qualified in its entirety by
reference to the copy of the Merger Agreement included as Exhibit 2(a) to this
Schedule 13D and incorporated herein by reference.

As a condition to CBI's negotiating and entering into the Merger
Agreement, CBI required a majority of the Issuer's shareholders (the
"Shareholders") to sign Voting Agreements dated as of April 10, 2001 (the
"Voting Agreements"). The Shareholders have, by executing the Voting Agreements,
irrevocably appointed CBI (or its designee) as his, her or its proxy and
attorney-in-fact on certain limited matters as described below with respect to
the shares of the Issuer owned by such Shareholders and listed on a schedule to
the Voting Agreements. Such proxies, collectively, give CBI the limited right to
vote the shares of Issuer Common Stock beneficially and collectively owned by
the Shareholders in favor of the adoption of the Merger Agreement and in favor
of any other matter necessary or appropriate for the consummation of the
transactions contemplated by the Merger Agreement and against any Adverse
Proposal (as defined in the Voting Agreements). The Voting Agreements terminate
on the earlier of (a) the effective time of the Merger or (b) the date the
Merger Agreement is terminated in accordance with its terms.

The foregoing summary of the Voting Agreements is qualified in its
entirety by reference to the copy of the Voting Agreement included as Exhibit
2(b) to this Schedule 13D and incorporated herein by reference.

(d) The directors and officers of VVV shall be the directors and
officers of the Issuer upon consummation of the Merger, until their respective
successors are duly elected or appointed and qualified.

(e) Other than as a result of the Merger described above, not
applicable.

(f)-(g) Not applicable.

(h)-(i) If the Merger is consummated as planned, the Issuer Common
Stock will be deregistered under the Act and delisted from the Nasdaq National
Market.

(j) Other than as described above, neither CBI nor VVV currently has
any plan or proposal which relate to, or may result in, any of the matters
listed in Item 4(a)-(i) of Schedule 13D (although CBI and VVV reserve their
rights to develop such plans).

Item 5. Interest in Securities of the Issuer

(a)-(b) As of April 10, 2001, as a result of the Voting Agreements, CBI
and VVV may be deemed to be beneficial owners of 2,857,027 shares of the Issuer
Common Stock. This number represents issued and outstanding shares and shares
the beneficial ownership of which may be acquired within 60 days upon exercise
of Company stock options or of Company convertible debentures. The aggregate
number of shares for which CBI and VVV may be deemed to be the beneficial owners
as a result of the Voting Agreements represents approximately 56.3% of Issuer
Common Stock which is (1) issued and outstanding or (2) shares the beneficial
ownership of which may be acquired within 60 days upon exercise of Company stock
options or conversion of Company convertible debentures. CBI and VVV have shared
voting power of all 2,857,027 shares subject to the Voting Agreements for the
limited purposes described above. Neither CBI nor VVV has sole or shared
dispositive power of any of the shares subject to the Voting Agreements.

The filing of this Schedule 13D shall not be construed as an admission that
CBI or VVV is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial
owner of any securities covered by this Schedule 13D.

(d)-(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer

Other than the Merger Agreement, the Voting Agreements or as described
above, to the best knowledge of CBI and VVV, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangement, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

The following are filed herewith as exhibits to this Schedule 13D:

1. Joint Filing Agreement between CBI and VVV dated April 20, 2001.

2(a). Agreement and Plan of Merger dated as of April 10, 2001, by and
among Issuer, CBI and VVV.

2(b). Form of Voting Agreement dated as of April 10, 2001, among CBI,
VVV and each of certain shareholders of Issuer.

2(c). Press Release by CBI and Issuer announcing the Merger Agreement
(incorporated herein by reference to CBI's Current Report on Form 8-K dated
April 10, 2001, and filed by CBI on April 12, 2001).

Signature

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: April 20, 2001

Constellation Brands, Inc.

By: /s/ Richard Sands
----------------------------------
Name: Richard Sands
Title: President and Chief Executive Officer

VVV Acquisition Corp.

By: /s/ Agustin Francisco Huneeus
----------------------------------
Name: Agustin Francisco Huneeus
Title: President

The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)

APPENDIX I

Directors and Executive Officers of Constellation Brands, Inc.

Title, Present Principal Occupation
-----------------------------------
Name, Employer and Address or Employment Citizenship
-------------------------- ------------- -----------

Richard Sands Director, Chairman of the Board, USA
Constellation Brands, Inc. President and Chief Executive Officer
300 WillowBrook Office Park of Constellation Brands, Inc.
Fairport, NY 14450

Robert Sands Director and Group President of USA
Constellation Brands, Inc. Constellation Brands, Inc.
300 WillowBrook Office Park
Fairport, NY 14450

Agustin Francisco Huneeus President of Franciscan Vineyards, USA and
Franciscan Vineyards, Inc. Inc., a wholly owned subsidiary of Chile
1187 Galleron Rd. Constellation Brands, Inc.
St. Helena, CA 94574

Alexander L. Berk President and Chief Executive Officer USA
Barton Incorporated of Barton Incorporated, a wholly owned
55 East Monroe Street subsidiary of Constellation Brands, Inc.
Chicago, IL 60603

Peter Aikens President and Chief Executive Officer UK
Matthew Clark plc of Matthew Clark plc, a wholly owned
Whitchurch Lane indirect subsidiary of Constellation
Bristol BS14 0JZ UK Brands, Inc.

Jon Moramarco President and Chief Executive Officer USA
Canandaigua Wine Company, Inc. of Canandaigua Wine Company, Inc., a
235 North Bloomfield Road wholly owned subsidiary of
Canandaigua, NY 14424 Constellation Brands, Inc.

Thomas S. Summer Executive Vice President and Chief USA
Constellation Brands, Inc. Financial Officer of Constellation
300 WillowBrook Office Park Brands, Inc.
Fairport, NY 14450

Thomas J. Mullin Executive Vice President and General USA
Constellation Brands, Inc. Counsel of Constellation Brands, Inc.
300 WillowBrook Office Park
Fairport, NY 14450

George H. Murray Executive Vice President and Chief USA
Constellation Brands, Inc. Human Resources Officer of
300 WillowBrook Office Park Constellation Brands, Inc.
Fairport, NY 14450

George Bresler Director of Constellation Brands, Inc. USA
Kurzman Eisenberg Corbin Partner of the law firm of Kurzman
Lever & Goodman, LLP Eisenberg Corbin Lever & Goodman, LLP
521 Fifth Avenue, 28th Floor
New York, NY 10175

Jeananne K. Hauswald Director of Constellation Brands, Inc. USA
Solo Management Group, LLC Managing Partner of Solo Management
1170 5th Avenue, Suite 14B Group, LLC, a corporate financial and
New York, NY 10029 investment management consulting company

James A. Locke, III Director of Constellation Brands, Inc. USA
Nixon Peabody LLP Partner of the law firm of Nixon
Clinton Square Peabody, LLP
Rochester, NY 14604

Thomas C. McDermott Director of Constellation Brands, Inc. USA
Forbes Products Corp. Proprietor of Forbes Products, LLC, a
45 High Tech Dr. custom vinyl business products company
Rush, NY 14543

Paul L. Smith Director of Constellation Brands, Inc. USA
77 Babcock Drive Retired - Eastman Kodak Company
Rochester, NY 14610-3304

Directors and Executive Officers of VVV Acquisition Corp.

Title; Present Principal Occupation
-----------------------------------
Name, Employer and Address or Employment Citizenship
--------------------------- ------------- -----------

Agustin Francisco Huneeus President of VVV Acquisition Corp. USA and
Franciscan Vineyards, Inc. President of Franciscan Vineyards, Chile
1187 Galleron Rd. Inc., a wholly owned subsidiary of
St. Helena, CA 94574 Constellation Brands, Inc.

Thomas S. Summer Chief Financial Officer and Secretary USA
Constellation Brands, Inc. of VVV Acquisition Corp.
300 WillowBrook Office Park Executive Vice President and Chief
Fairport, NY 14450 Financial Officer of Constellation
Brands, Inc.

Richard Sands Director of VVV Acquisition Corp. USA
Constellation Brands, Inc. Director, Chairman of the Board,
300 WillowBrook Office Park President and Chief Executive Officer
Fairport, NY 14450 of Constellation Brands, Inc.

Robert Sands Director of VVV Acquisition Corp. USA
Constellation Brands, Inc. Director and Group President of
300 WillowBrook Office Park Constellation Brands, Inc.
Fairport, NY 14450