<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BERINGER WINE ESTATES HOLDINGS, INC.
------------------------------------
(Exact name of registrant as specified
in its charter)
Delaware 68-0370340
----------------------- --------------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1000 Pratt Avenue, St. Helena, California 94574
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------------- ------------------------------
None None
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-34443
Securities to be registered pursuant to Section 12(g) of the Act:
Class B Common Stock, $.01 par value per share
----------------------------------------------
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
In response to this item, incorporated by reference is the description of the
Class B Common Stock, $.01 par value per share (the "Common Stock"), of Beringer
Wine Estates Holdings, Inc. (the "Registrant") contained under the caption
"Description of Capital Stock" in the Prospectus (Subject to Completion) dated
October 3, 1997 that forms a part of the Registrant's Registration Statement on
Form S-1 (File No. 333-34443) (the "Registration Statement"). If such
description is subsequently amended, the description as subsequently amended is
hereby incorporated by reference to this item.
Item 2. Exhibits.
--------
The following exhibits are filed as a part of this Registration Statement:
1(a)* Certificate of Incorporation of the Registrant, as filed with the
Secretary of State of the State of Delaware on May 9, 1996
(incorporated herein by reference to Exhibit 3.(i)1 of the
Registration Statement).
1(b)* Certificate of Amendment of Certificate of Incorporation of the
Registrant, as filed with the Secretary of State of the State of
Delaware on October 2, 1997 (incorporated herein by reference to
Exhibit 3.(i)2 of the Registration Statement).
1(c)* Form of Restated Certificate of Incorporation of the Registrant,
to be filed after the closing of the offering (incorporated
herein by reference to Exhibit 3.(i)3 of the Registration
Statement).
2* Bylaws of the Registrant, as amended (incorporated herein by
reference to Exhibit 3.(ii)1 of the Registration Statement).
3* Form of Common Stock Certificate of Registrant (incorporated
herein by reference to Exhibit 4.1 of the Registration
Statement).
4 The description of the Common Stock of the Registrant contained
under the caption "Description of Capital Stock" set forth on
page 55 of the Prospectus (Subject to Completion) dated October
3, 1997 is incorporated herein by reference from the Registration
Statement. If such description is subsequently amended, the
description as subsequently amended is hereby incorporated by
reference to this item.
* Filed as an exhibit to the Registration Statement or subsequent amendments
thereto.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Dated: October 3, 1997.
BERINGER WINE ESTATES HOLDINGS, INC.
/s/ Douglas W. Roberts
By _____________________________________
Douglas W. Roberts
Vice President, General Counsel
and Secretary
-3-
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Exhibit
------ -------
1(a)* Certificate of Incorporation of the Registrant, as filed with the
Secretary of State of the State of Delaware on May 9, 1996
(incorporated herein by reference to Exhibit 3.(i)1 of the
Registration Statement).
1(b)* Certificate of Amendment of Certificate of Incorporation of the
Registrant, as filed with the Secretary of State of the State of
Delaware on October 2, 1997 (incorporated herein by reference to
Exhibit 3.(i)2 of the Registration Statement).
1(c)* Form of Restated Certificate of Incorporation of the Registrant,
to be filed after the closing of the offering (incorporated
herein by reference to Exhibit 3.(i)3 of the Registration
Statement).
2* Bylaws of the Registrant, as amended (incorporated herein by
reference to Exhibit 3.(ii)1 of the Registration Statement).
3* Form of Common Stock Certificate of Registrant (incorporated
herein by reference to Exhibit 4.1 of the Registration
Statement).
4 The description of the Common Stock of the Registrant contained
under the caption "Description of Capital Stock" set forth on
page 57 of the Prospectus (Subject to Completion) dated October
3, 1997 is incorporated herein by reference from the Registration
Statement. If such description is subsequently amended, the
description as subsequently amended is hereby incorporated by
reference to this item.
* Filed as an exhibit to the Registration Statement or subsequent amendments
thereto.
-4-
