<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1997
REGISTRATION NO. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
BERINGER WINE ESTATES HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 2080 68-0370340
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
1000 PRATT AVENUE
ST. HELENA, CALIFORNIA 94574
(707) 963-7115
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
WALTER T. KLENZ
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BERINGER WINE ESTATES HOLDINGS, INC.
1000 PRATT AVENUE
ST. HELENA, CALIFORNIA 94574
(707) 963-7115
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
GREGG F. VIGNOS RONALD S. BEARD
JOHN L. DONAHUE GREGORY J. CONKLIN
SALLY BRAMMELL GAVIN A. BESKE
WILLIAM A. HINES GIBSON, DUNN & CRUTCHER LLP
PILLSBURY MADISON & SUTRO LLP 333 SOUTH GRAND AVENUE
P.O. BOX 7880 44TH FLOOR
SAN FRANCISCO, CA 94120 LOS ANGELES, CA 90071
_______________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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, check the following box. [ ]
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. [X] 333-34443
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
<TABLE>
<CAPTION>
======================================================================================================
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE(2)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common Stock, $0.01 par 250,000 shares $26.00 $6,500,000 $1,970
value
=======================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated pursuant to Rule 457(a) based upon an estimate of the maximum
offering price.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") by Beringer Wine Estates Holdings, Inc. (the "Company"), pursuant to Rule
462(b) under the Act. This Registration Statement incorporates by reference the
contents of the Registration Statement on Form S-1 (File No. 333-34443) relating
to the offering of up to 5,270,000 shares of Common Stock of the Company.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed its
bank to pay the Commission the filing fee set forth on the cover page of this
Registration Statement by a wire transfer of such amount to the Commission's
account at Mellon Bank as soon as practicable (but no later than the close of
business on October 29, 1997), (ii) it will not revoke such instructions, (iii)
it has sufficient funds in the relevant account to cover the amount of such
filing fee, and (iv) it will confirm receipt of such instructions by the bank
during regular business hours on October 29, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 the 28th day of October, 1997.
BERINGER WINE ESTATES HOLDINGS, INC.
By /s/ Douglas W. Roberts*
--------------------------
Douglas W. Roberts
Vice President, General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
* President and Chief Executive Officer October 28, 1997
- ---------------------------- (Principal Executive Officer) and Director
Walter T. Klenz
* Senior Vice President, Finance & October 28, 1997
- ---------------------------- Operations and Chief Financial Officer
Peter F. Scott (Principal Financial Officer and
Accounting Officer)
* Director October 28, 1997
- ----------------------------
James G. Coulter
* Director October 28, 1997
- ----------------------------
William S. Price III
* Director October 28, 1997
- ----------------------------
Richard Adams
* Director October 28, 1997
- ----------------------------
David Bonderman
* Director October 28, 1997
- ----------------------------
Randy Christofferson
* Director October 28, 1997
- ----------------------------
Timm Crull
* Director October 28, 1997
- ----------------------------
William A. Franke
* Director October 28, 1997
- ----------------------------
E. Michael Moone
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
* Director October 28, 1997
- ----------------------------
Jesse Rogers
* Director October 28, 1997
- ----------------------------
George A. Vare
* By: /s/ Douglas W. Roberts
- ----------------------------
Douglas W. Roberts
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------ -----------------------
<C> <S>
5.1 Legal opinion of Pillsbury Madison & Sutro LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
</TABLE>
<PAGE>
EXHIBIT 5.1
October 28, 1997
Beringer Wine Estates Holdings, Inc.
1000 Pratt Avenue
St. Helena, CA 94574
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We are acting as counsel for Beringer Wine Estates Holdings, Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, of 5,520,000 shares of Class B Common
Stock, par value $.01 per share (the "Class B Common Stock"), of the Company
(including 420,000 shares subject to the underwriters' over-allotment option) to
be offered and sold by the Company. In this regard we have participated in the
preparation of a Registration Statement on Form S-1 relating to such 5,520,000
shares of Class B Common Stock. (Such Registration Statement, as amended, and
including any registration statement related thereto and filed pursuant to Rule
462(b) under the Securities Act (a "Rule 462(b) registration statement") is
herein referred to as the "Registration Statement.")
We are of the opinion that the shares of Class B Common Stock to be offered
and sold by the Company (including any shares of Class B Common Stock registered
pursuant to a Rule 462(b) Registration Statement) have been duly authorized and,
when issued and sold by the Company in the manner described in the Registration
Statement and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
Very truly yours,
/s/ Pillsbury Madison & Sutro LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our report dated September 24, 1997, which appears on
page F-2 of Amendment No. 3 to the Registration Statement on Form S-1 (No. 333-
34443) of Beringer Wine Estates Holdings, Inc., which is incorporated by
reference into this Registration Statement on Form S-1. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which are listed under item 16(b) of Amendment No. 3 of such Registration
Statement (No. 333-34443). We also consent to the references to us under the
headings "Experts" and "Selected Consolidated Financial Data" in the Prospectus
of such Registration Statement (No. 333-34443). However, it should be noted that
Price Waterhouse LLP has not prepared or certified such "Selected Financial
Data."
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
San Francisco, California
October 28, 1997
