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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
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
AND
AMENDMENT NO. 1 TO
SCHEDULE 13D
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934
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BERINGER WINE ESTATES HOLDINGS, INC.
(Name of Subject Company (Issuer))
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
(Title of Class 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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COPY 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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This final amendment reports the results of a tender offer subject to Rule 14d-1
and constitutes an amendment to Schedule 13D under Rule 13d-2.
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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"), hereby amend and supplement their Tender
Offer Statement on Schedule TO (the "Schedule TO"), originally filed on
September 1, 2000, and amended on September 20, 2000, with respect to their
offer 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 (the "Company") 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 the Company at a purchase
price of $55.75 per Share, net to the seller in cash, without interest thereon,
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 they may be amended or supplemented from time to time,
together constitute the "Offer"). This Amendment No. 2 also constitutes
Amendment No. 1 to the Schedule 13D, originally filed on September 5, 2000 by
Purchaser and Foster's. Capitalized terms used, and not otherwise defined,
herein have the meanings assigned thereto in the Schedule TO.
ITEMS 1 THROUGH 9 AND 11.
Items 1 through 9 and 11 of the Schedule TO, which incorporate the
information contained in the Offer to Purchase by reference, are hereby amended
as follows:
The Offer expired at 12:00 midnight, New York City time, on Friday,
September 29, 2000. Pursuant to the Offer, based upon a report from the
Depositary for the Offer, Purchaser accepted for payment 1,336,386 Class A
Shares and 19,761,060 Class B Shares (including 422,021 Class B Shares subject
to guaranteed delivery), representing approximately 95% of the outstanding
Shares (taking into account the conversion of Class A Shares into Class B Shares
upon acceptance of the Class A Shares by Purchaser). Foster's issued a press
release, dated October 2, 2000, announcing the closing of the Offer, the full
text of which is attached as an exhibit hereto and incorporated herein by
reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended by adding thereto the
following:
(a)(9) Press release issued by Foster's, dated October 2, 2000.
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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.
Date: October 2, 2000 FOSTERS BREWING GROUP LIMITED
By: /s/ Peter Bobeff
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Name: Peter Bobeff
Title: Senior Vice President
Commercial Affairs
BORDEAUX ACQUISITION CORP.
By: /s/ Peter Bobeff
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Name: Peter Bobeff
Title: Director
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Exhibit Index
(a)(9) Press release issued by Foster's, dated October 2, 2000.
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