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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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BERINGER WINE ESTATES HOLDINGS, INC.
(Name of Subject Company (Issuer))
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BORDEAUX ACQUISITION CORP.
FOSTER'S BREWING GROUP LIMITED
(Name of Filing Persons (Offerors))
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Titles of Classes of Securities)
NOT AVAILABLE
084102102
(CUSIP Numbers of Classes of Securities)
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PETER BOBEFF
FOSTER'S BREWING GROUP LIMITED
77 SOUTHBANK BOULEVARD
SOUTHBANK, VICTORIA AUSTRALIA 3006
011-613-9633-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
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Copies to:
JAMES E. O'BANNON
MARILYN SONNIE
JONES, DAY, REAVIS & POGUE
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 326-3939
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CALCULATION OF FILING FEE
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AMOUNT OF FILING
TRANSACTION VALUATION(1) FEE(2)
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$1,205,951,330 $241,191
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(1) Estimated solely for purposes of calculating the amount of the filing fee.
This amount assumes the purchase at $55.75 per share, pursuant to the Offer
to Purchase, of all 1,337,962 shares of Class A common stock (the "Class A
Shares") and all 18,439,214 shares of Class B common stock (the "Class B
Shares" and, together with the Class A Shares, the "Shares"), of Beringer
Wine Estates Holdings, Inc. outstanding as of August 28, 2000 and 1,854,238
Class B Shares issuable upon exercise of certain options.
(2) The fee, calculated in accordance with Rule 0-11(d) of the Securities
Exchange Act of 1934, is 1/50 of one percent of the aggregate of the value
of the transactions.
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/ / Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and date of its filing.
Amount Previously Paid: ________________________ Filing Party: __________________________________
Form or Registration No.: ______________________ Date Filed: ____________________________________
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The transaction to which the statement relates is a third-party tender offer
subject to Rule 14d-1.
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This Tender Offer Statement on Schedule TO relates to the offer by Bordeaux
Acquisition Corp. ("Purchaser"), a Delaware corporation and an indirect, wholly
owned subsidiary of Foster's Brewing Group Limited, a corporation organized
under the laws of the State of South Australia, Commonwealth of Australia
("Foster's"), to purchase all of the outstanding shares of Class A common stock,
par value $0.01 per share (the "Class A Shares"), of Beringer Wine Estates
Holdings, Inc., a Delaware corporation ("Beringer") and all of the outstanding
shares of Class B common stock, par value $0.01 per share (the "Class B Shares"
and, together with the Class A Shares, the "Shares"), of Beringer at a purchase
price of $55.75 per Share, net to the seller in cash, without interest, prorated
for fractional Shares upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated September 1, 2000 (the "Offer to Purchase") and in
the related Letter of Transmittal (which, as such documents may be amended or
supplemented from time to time, together constitute the "Offer"), which are
annexed to and filed with this Schedule TO as Exhibits (a)(1) and (a)(2),
respectively. This Schedule TO is being filed on behalf of Foster's and
Purchaser. The information set forth in the Offer to Purchase and the related
Letter of Transmittal is incorporated herein by reference with respect to Items
1 through 9 and 11 of this Schedule TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
This Schedule TO is filed by Foster's and Purchaser.
None of Foster's, Purchaser or, to the best knowledge of such corporations,
any of the persons listed on Schedule I to the Offer to Purchase, has during the
last five years (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws or finding of any violation of such laws.
ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not Applicable.
ITEM 12. EXHIBITS.
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(a)(1) Offer to Purchase, dated September 1, 2000
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(4) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(a)(5) Notice of Guaranteed Delivery
(a)(6) Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number on Substitute Form W-9
(a)(7) Press release issued by Beringer on August 28, 2000
(a)(8) Form of Summary Advertisement, dated September 1, 2000
(b)(1) Bridge Facility Agreement, dated August 29, 2000, among FBG
Treasury (USA) Inc. ("Treasury USA"), Foster's, National
Australia Bank Limited ("NALB"), Bank of America National
Association ("BANA"), Westpac Banking Corporation
("Westpac"), Commonwealth Bank of Australia ("CBA"),
Australia and New Zealand Banking Group Limited ("ANZ"), and
UBS AG, Stamford Branch ("UBS Stamford").
(b)(2) Loan Agreement, dated August 29, 2000, among Treasury USA,
Foster's, and UBS Stamford.
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(b)(3) Facility Agreement, dated May 8, 1996, among FBG Treasury
(Europe) B.V. ("Treasury Europe"), Treasury USA, FGB
Treasury (Aust.) Limited ("Treasury Aust."), FBG Canadian
Treasury, Inc. ("Treasury Canada"), Foster's, BANA, BA
Australia Limited ("BA Australia"), Bank of America Canada
("BAC"), and Bank of America National Association, Amsterdam
Branch ("BANA Amsterdam").
(b)(4) Amendment Agreement, dated September 29, 1998, among
Treasury Europe, Treasury USA, Treasury UK, Treasury Aust.,
Treasury Canada, Foster's, BANA, BA Australia, BAC, and BANA
Amsterdam (amending Facility Agreement, dated May 8, 1996).
(b)(5) Letter Agreement, dated August 29, 2000, among BANA, BA
Australia, BAC, BANA Amsterdam, and Foster's (amending
Facility Agreement, dated May 8, 1996).
(b)(6) Facility Agreement, dated May 10, 1991, among Treasury
Aust., Treasury UK, Treasury Europe, FBG Treasury (NZ)
Limited ("Treasury NZ"), Treasury USA, Foster's, and CBA.
(b)(7) Amendment Agreement, dated March 2, 2000, among Treasury
Aust., Treasury UK, Treasury Europe, Treasury NZ, Treasury
USA, Foster's, NALB, and CBA (amending Facility Agreement,
dated May 10, 1991).
(b)(8) Letter Agreement, dated August 29, 2000, among CBA,
Foster's, Treasury Aust., Treasury UK, Treasury Europe,
Treasury NZ, and Treasury USA (amending Facility Agreement,
dated May 10, 1991).
(b)(9) Facility Agreement, dated February 27, 1991, among Treasury
Aust., Treasury UK, Treasury Europe, Treasury NZ, Treasury
USA, Foster's, NALB, and Bank of New Zealand ("BNZ").
(b)(10) Amendment Agreement, dated June 30, 2000, among Treasury
Aust., Treasury UK, Treasury Europe, Treasury NZ, Treasury
USA, Foster's, NALB, and BNZ (amending Facility Agreement,
dated February 27, 1991).
(b)(11) Letter Agreement, dated August 29, 2000, among NALB, BNZ,
Foster's, Treasury Aust., Treasury UK, Treasury Europe,
Treasury NZ, and Treasury USA (amending Facility Agreement,
dated February 27, 1991).
(b)(12) Facility Agreement, dated March 21, 1991, among Treasury
Aust., Treasury UK, Treasury USA, Treasury NZ, Foster's, and
Westpac.
(b)(13) Amendment Agreement, dated February 16, 2000, between
Treasury Aust., Treasury UK, Treasury NZ, Treasury USA,
Foster's, and Westpac (amending Facility Agreement, dated
March 21, 1991).
(b)(14) Letter Agreement, dated August 29, 2000, among Westpac,
Foster's, Treasury Aust., Treasury UK, Treasury NZ, and
Treasury USA (amending Facility Agreement, dated March 21,
1991).
(b)(15) Multi Option Facility Letter Agreement, dated August 28,
2000, among ANZ, ANZ Banking Group (New Zealand) Limited,
and Foster's and its subsidiaries.
(b)(16) FBG Financing Trust, dated February 21, 1993, among
Foster's, Treasury Aust., Treasury UK, Treasury Canada, and
National Mutual Trustees Limited.
(c) Not applicable
(d)(1) Agreement and Plan of Merger, dated August 28, 2000, by and
among Beringer, Foster's and Purchaser
(d)(2) Tender, Voting and Option Agreement, dated August 28, 2000,
by and among Foster's, Purchaser and the stockholders
signatory thereto
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not Applicable.
SIGNATURE
After due 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.
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Date: September 1, 2000 FOSTER'S BREWING GROUP LIMITED
By: /s/ EDWARD T. KUNKEL
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Name: Edward T. Kunkel
Title: Chief Executive Officer and
President
BORDEAUX ACQUISITION CORP.
By: /s/ PETER A. BOBEFF
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Name: Peter A. Bobeff
Title: Director and Secretary
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EXHIBIT INDEX
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(a)(1) Offer to Purchase, dated September 1, 2000
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(4) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(a)(5) Notice of Guaranteed Delivery
(a)(6) Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number on Substitute Form W-9
(a)(7) Press release issued by Beringer on August 28, 2000
(a)(8) Form of Summary Advertisement, dated September 1, 2000
(b)(1) Bridge Facility Agreement, dated August 29, 2000, among FBG
Treasury (USA) Inc. ("Treasury USA"), Foster's, National
Australia Bank Limited ("NALB"), Bank of America National
Association ("BANA"), Westpac Banking Corporation
("Westpac"), Commonwealth Bank of Australia ("CBA"),
Australia and New Zealand Banking Group Limited ("ANZ"), and
UBS AG, Stamford Branch ("UBS Stamford").
(b)(2) Loan Agreement, dated August 29, 2000, among Treasury USA,
Foster's, and UBS Stamford.
(b)(3) Facility Agreement, dated May 8, 1996, among FBG Treasury
(Europe) B.V. ("Treasury Europe"), Treasury USA, FGB
Treasury (Aust.) Limited ("Treasury Aust."), FBG Canadian
Treasury, Inc. ("Treasury Canada"), Foster's, BANA, BA
Australia Limited ("BA Australia"), Bank of America Canada
("BAC"), and Bank of America National Association, Amsterdam
Branch ("BANA Amsterdam").
(b)(4) Amendment Agreement, dated September 29, 1998, among
Treasury Europe, Treasury USA, Treasury UK, Treasury Aust.,
Treasury Canada, Foster's, BANA, BA Australia, BAC, and BANA
Amsterdam (amending Facility Agreement, dated May 8, 1996).
(b)(5) Letter Agreement, dated August 29, 2000, among BANA, BA
Australia, BAC, BANA Amsterdam, and Foster's (amending
Facility Agreement, dated May 8, 1996).
(b)(6) Facility Agreement, dated May 10, 1991, among Treasury
Aust., Treasury UK, Treasury Europe, FBG Treasury (NZ)
Limited ("Treasury NZ"), Treasury USA, Foster's, and CBA.
(b)(7) Amendment Agreement, dated March 2, 2000, among Treasury
Aust., Treasury UK, Treasury Europe, Treasury NZ, Treasury
USA, Foster's, NALB, and CBA (amending Facility Agreement,
dated May 10, 1991).
(b)(8) Letter Agreement, dated August 29, 2000, among CBA,
Foster's, Treasury Aust., Treasury UK, Treasury Europe,
Treasury NZ, and Treasury USA (amending Facility Agreement,
dated May 10, 1991).
(b)(9) Facility Agreement, dated February 27, 1991, among Treasury
Aust., Treasury UK, Treasury Europe, Treasury NZ, Treasury
USA, Foster's, NALB, and Bank of New Zealand ("BNZ").
(b)(10) Amendment Agreement, dated June 30, 2000, among Treasury
Aust., Treasury UK, Treasury Europe, Treasury NZ, Treasury
USA, Foster's, NALB, and BNZ (amending Facility Agreement,
dated February 27, 1991).
(b)(11) Letter Agreement, dated August 29, 2000, among NALB, BNZ,
Foster's, Treasury Aust., Treasury UK, Treasury Europe,
Treasury NZ, and Treasury USA (amending Facility Agreement,
dated February 27, 1991).
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(b)(12) Facility Agreement, dated March 21, 1991, among Treasury
Aust., Treasury UK, Treasury USA, Treasury NZ, Foster's, and
Westpac.
(b)(13) Amendment Agreement, dated February 16, 2000, between
Treasury Aust., Treasury UK, Treasury NZ, Treasury USA,
Foster's, and Westpac (amending Facility Agreement, dated
March 21, 1991).
(b)(14) Letter Agreement, dated August 29, 2000, among Westpac,
Foster's, Treasury Aust., Treasury UK, Treasury NZ, and
Treasury USA (amending Facility Agreement, dated March 21,
1991).
(b)(15) Multi Option Facility Letter Agreement, dated August 28,
2000, among ANZ, ANZ Banking Group (New Zealand) Limited,
and Foster's and its subsidiaries.
(b)(16) FBG Financing Trust, dated February 21, 1993, among
Foster's, Treasury Aust., Treasury UK, Treasury Canada, and
National Mutual Trustees Limited.
(d)(1) Agreement and Plan of Merger, dated August 28, 2000, by and
among Beringer, Foster's and Purchaser
(d)(2) Tender, Voting and Option Agreement, dated August 28, 2000,
by and among Foster's, Purchaser and the stockholders
signatory thereto
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