SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 7, 1994
______
Delaware Canandaigua Wine Company, Inc. and its 16-0716709
subsidiaries
New York Batavia Wine Cellars, Inc. 16-1222994
Delaware Bisceglia Brothers Wine Co. 94-2248544
California California Products Company 94-0360780
New York Canandaigua West, Inc. 16-1462887
New York Guild Wineries & Distilleries, Inc. 16-1401046
South Carolina Tenner Brothers, Inc. 57-0474561
New York Widmer's Wine Cellars, Inc. 16-1184188
Delaware Barton Incorporated 36-3500366
Delaware Barton Brands, Ltd. 36-3185921
Maryland Barton Beers, Ltd. 36-2855879
Connecticut Barton Brands of California, Inc. 06-1048198
Georgia Barton Brands of Georgia, Inc. 58-1215938
New York Barton Distillers Import Corp. 13-1794441
Delaware Barton Financial Corporation 51-0311795
Wisoncsin Stevens Point Beverage Co. 39-0638900
New York Monarch Wine Company, Limited Partnership 36-3547524
Illinois Barton Management, Inc. 36-3539106
New York Vintners International Company, Inc. 16-1443663
_____________ _______________________________________ __________
(State or other (Exact Name of registrant as specified (I.R.S.
incorporation or in its charter) Employer
organization) Identification
Number)
116 Buffalo Street, Canandaigua, New York 14424
___________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (716)394-7900
_____________
Former Name, Former Adress and Former Fiscal Year, if Changed Since
Last Report
<PAGE>
<PAGE>
Item 5. Other Events
On November 7, 1994 the Registrant announced that its net
sales for the fiscal year ended August 31, 1994 ("Fiscal 1994")
were $629.6 million, compared with net sales of $306.3 million
for the Company's fiscal year ended August 31, 1993 ("Fiscal
1993"), an increase of 106%. This increase resulted from the
inclusion of a full year of net sales for Barton Incorporated
acquired in June 1993, 10 1/2 months of net sales of the Paul
Masson and Taylor California Cellars brands and other products
acquired in October 1993, and approximately one month of net
sales of the Almaden and Inglenook brands and other products
acquired in August 1994. The Company's net income increased 71%
to $26.6 million, or $1.65 of fully diluted earnings per common
share, exclusive of the impact of a restructuring charge which
the Company took in the fourth quarter of Fiscal 1994 ("Fourth
Quarter 1994"), compared with fully diluted earnings of $15.6
million, or $1.20 per common share for Fiscal 1993.
As previously announced on September 7, 1994, the restructuring
charge, which reduced after-tax net income by $14.9 million, or
$0.91 per share, relates to the plan to restructure the
operations of the Company's California wineries, including the
consolidation of facilities, centralization of bottling
operations and reduction of overhead. The Company anticipates
that the restructuring plan will result in cost savings of
approximately $3.9 million (partially offset by additional
restructuring charges of approximately $2.2 million for a pre-tax
savings of approximately $1.7 million) for the fiscal year ending
August 31, 1995 and approximately $13.3 million of annual pre-tax
net cost savings beginning in fiscal 1996.
The Company also announced that its net income increased 51%
to $8.6 million, or $0.52 of fully diluted earnings per common
share for Fourth Quarter 1994, an increase of $2.9 million from
$5.7 million, or $0.41 of fully diluted earnings per common share,
for its fourth quarter ended August 31, 1993 ("Fourth Quarter 1993"),
exclusive of the impact of the above-mentioned restructuring charge.
The Company's net sales increased 56% to $180.8 million for Fourth
Quarter 1994, up from $115.9 million for Fourth Quarter 1993.
The Fiscal 1994 and quarterly results provided herein
are unaudited and the Company believes
that any changes in the final audited results from those provided
herein will be immaterial.<PAGE>
<PAGE> Canandaigua Wine Company, Inc. and
Subsidiaries Condensed Consolidated Statements of Income
(In thousands, except share and per share data)
<TABLE>
Fiscal Year Ended Quarter Ended
8/31/94 8/31/93 8/31/94 8/31/93
(Unaudited) (Audited) (Unaudited) (Unaudited)
___________ __________ __________ ___________
<S> <C> <C> <C> <C>
Net Sales $ 629,584 $ 306,308 $ 180,845 $ 115,923
Cost of product sold (447,211) (214,931) (127,571) (82,186)
____________ ___________ ___________ __________
Gross profit 182,373 91,377 53,274 33,737
Selling, general and
administrative expenses (121,388) (59,983) (34,279) (22,444)
Non-recurring charge -
restructuring (24,005) __ (24,005) __
___________ ___________ __________ ___________
Operating income (loss) 36,980 31,394 (5,010) 11,293
Interest expense, net (18,056) (6,126) (5,210) (1,940)
___________ ___________ __________ ___________
Income (loss) before provision
for income taxes 18,924 25,268 (10,220) 9,353
(Provision for) benefit from
federal and state income taxes (7,191) (9,664) 3,903 (3,696)
___________ ___________ __________ ___________
Net income (loss) $ 11,733 $ 15,604 $ (6,317) $ 5,657
___________ ___________ _________ __________
Per Share Data:
Net income (loss) per common share:
Primary $ 0.74 $ 1.30 $ (0.39) $ 0.45
Fully Diluted $ 0.74 $ 1.20 $ (0.39) $ 0.41
Weighted average number of shares:
Primary 15,783,583 11,963,652 16,357,193 12,535,118
Fully Diluted 16,401,599 15,203,114 16,427,919 15,774,580
</TABLE> <PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, each Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CANANDAIGUA WINE COMPANY, INC.
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands, Executive Vice
President
SUBSIDIARIES
Batavia Wine Cellars, Inc.
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands,
Assistant Secretary
Bisceglia Brothers Wine Co.
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands,
Assistant Secretary
Canandaigua West, Inc.
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands,
Vice President
California Products Company
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands,
Assistant Secretary
Guild Wineries & Distilleries,
Inc.
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands,
Assistant Secretary
<PAGE>
Tenner Brothers, Inc.
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands,
Assistant Secretary
Widmer's Wine Cellars, Inc.
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands,
Assistant Secretary
Barton Incorporated
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands, Vice
President
Barton Brands, Ltd.
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands, Vice
President
Barton Beers, Ltd.
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands, Vice
President
Barton Brands of California, Inc.
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands, Vice
President
Barton Brands of Georgia, Inc.
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands, Vice
President<PAGE>
Barton Distillers Import Corp.
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands, Vice
President
Barton Financial Corporation
Dated: November 7, 1994 By: s/Raymond E. Powers
Raymond E. Powers,
Vice President
Stevens Point Beverage Co.
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands, Vice
President
Monarch Wine Company, Limited
Partnership
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands, Vice President
Barton Management, Inc., General
Partner
Barton Management, Inc.
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands, Vice President
Vintners International Company, Inc.
Dated: November 7, 1994 By: s/Robert Sands
Robert Sands, Vice President
<PAGE>
INDEX TO EXHIBITS
(1) Underwriting agreement
Not Applicable.
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession
Not Applicable.
(4) Instruments defining the rights of security holders, including
indentures
Not Applicable.
(16) Letter re change in certifying accountant
Not Applicable.
(17) Letter re director resignation
Not Applicable.
(20) Other documents or statements to security holders
Not Applicable.
(23) Consents of experts and counsel
Not Applicable.
(24) Power of attorney
Not Applicable.
(27) Financial Data Schedule
Not Applicable.
(99) Additional Exhibits
None.
