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OMB APPROVAL
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OMB Number: 3235-0145
Expires: December 31, 1997
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
The Chalone Wine Group, Ltd.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
157639105
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(CUSIP Number)
Michael A. Varet, Esq.
Piper & Marbury L.L.P.
1251 Avenue of the Americas
New York, New York 10020-1104
(212) 835-6250
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 10, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 157639105 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Domaines Barons de Rothschild (Lafite)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
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7 SOLE VOTING POWER
NUMBER OF 4,496,144
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,496,144
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WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,496,144
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.7
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1--7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
This amends the Statement on Schedule 13D dated April 19, 1989,
as amended by Amendments No. 1, No. 2, No. 3, No. 4, No. 5, No. 6, No. 7,
No. 8 and No. 9 thereto (collectively, the "Schedule 13D") previously filed
with the Securities and Exchange Commission by Domaines Barons de Rothschild
Lafite) with respect to its beneficial ownership of common stock, no par
value, of The Chalone Wine Group, Ltd., a California corporation.
Item 1. Security and Issuer.
This statement relates to the Common Stock, no par value (the
"Common Stock") of The Chalone Wine Group, Ltd., a California corporation (the
"Company"). The address of the Company's principal executive office is 621
Airpark Road, Napa, California 94585-6272.
Item 2. Identity and Background.
Response unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
On April 10, 1997, Domaines purchased $500,000 principal amount of
the Company's 5% Convertible Subordinated Debentures due April 18, 1999 (the
"Debentures") for an aggregate consideration of $575,083.50, plus accrued
interest of $12,291.67. The Debentures were purchased from Hansa AG. The source
of the funds utilized by Domaines to purchase the Debentures was its working
capital.
Item 4. Purpose of Transaction.
All of the shares of Common Stock acquired by Domaines pursuant to
all previously reported transactions and the transaction which is the subject of
this Amendment were acquired for investment. Domaines does not have any present
plan or intention which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of the Instructions to
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of April 10, 1997, Domaines beneficially owned, an aggregate
of 4,496,144 shares of Common Stock, which includes 357,143 shares of Common
Stock issuable upon the exercise of the Warrants acquired by Domaines on
March 29, 1993, ("1993 Warrants"); 416,667 shares of Common Stock issuable
upon the exercise of the Warrants acquired by to Domaines on October 25, 1995
(the "1995 Warrants"), and 567,706 shares issuable upon exercise of $5 million
principal amount of the Company's 5% Convertible Subordinated Debentures due
April 18, 1999 acquired May 13, 1996, and 56,770 shares issuable upon exercise
of the Debentures which are the subject of this filing. The shares of Common
Stock beneficially owned by Domaines represent 49.7 percent of the Common
Stock outstanding, after giving effect to the additional shares of Common
Stock issuable on the exercise of the 1993 Warrants, the 1995 Warrants, and
conversion of the $5.5 million principal amount of Debentures which it owns,
based on a total of 7,641,043 shares outstanding on March 8, 1997 (as advised
by the Company).
(b) Domaines has sole voting and dispositive power over all shares
of Common Stock it holds.
(c) Other than the purchase of the Debentures (as described in Item
3), Domaines has not effected any transaction in shares of Common Stock during
the past 60 days.
(d) Not applicable.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On April 10, 1997, Domaines purchased $500,000.00 principal amount
of the Debentures (see Item 3). The Debentures are by their terms presently
convertible into 56,770 shares of the Company's Common Stock at a conversion
price of $8.807 per share. Domaines did not enter into any written agreement in
connection with the purchase of the Debentures from Hansa AG.
Item 7. Material to be Filed as Exhibits.
The following are filed herewith as Exhibits:
Exhibit Description
None
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: April 11, 1997 DOMAINES BARONS DE ROTHSCHILD
(LAFITE)
By s/Michael A. Varet
Michael A. Varet
Attorney-in-Fact
