FORM 10-Q/A
AMENDMENT NO. 1
Securities and Exchange Commission
Washington, D.C. 20549
(Mark one)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-7570
Canandaigua Wine Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 16-0716709
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
116 Buffalo Street, Canandaigua, New York 14424
(Address of Principal Executive Offices) (Zip Code)
(716) 394-7900
(Registrant's Telephone Number, Including Area Code)
None
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Indicate by check whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No
The number of shares outstanding of each of the Registrant's classes
of common stock as of January 9, 1995 is set forth below.
Number of Shares
Class Outstanding
Class A Common Stock, Par Value $.01 Per Share 16,100,093
Class B Convertible Common Stock, Par Value $.01 Per Share 3,390,051
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CANANDAIGUA WINE COMPANY, INC.
Dated: January 13, 1995 By: s/Richard Sands
Richard Sands, President and
Chief Executive Officer
Dated: January 13, 1995 By:s/Lynn K. Fetterman
Lynn K. Fetterman, Senior Vice President,
Chief Financial Officer and Secretary
(Principal Financial Officer and Principal
Accounting Officer)
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INDEX TO EXHIBITS
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession.
2.1 Asset Purchase Agreement dated August 2, 1991 between the
Registrant and Guild Wineries and Distilleries, as assigned to an
acquiring subsidiary (filed as Exhibit 2(a) to the Registrant's Report
on Form 8-K dated October 1, 1991 and incorporated herein by
reference).
2.2 Stock Purchase Agreement dated April 27, 1993 among the
Registrant, Barton Incorporated and the stockholders of Barton
Incorporated, Amendment No. 1 to Stock Purchase Agreement dated
May 3, 1993, and Amendment No. 2 to Stock Purchase Agreement
dated June 29, 1993 (filed as Exhibit 2(a) to the Registrant's Current
Report on Form 8-K dated June 29, 1993 and incorporated herein by
reference).
2.3 Asset Sale Agreement dated September 14, 1993 between the
Registrant and Vintners International Company, Inc. (filed as Exhibit
2(a) to the Registrant's Current Report on Form 8-K dated October
15, 1993 and incorporated herein by reference).
2.4 Amendment dated as of October 14, 1993 to Asset Sale Agreement
dated as of September 14, 1993 by and between Vintners International
Company, Inc. and the Registrant (filed as Exhibit 2(b) to the
Registrant's Current Report on Form 8-K dated October 15, 1993 and
incorporated herein by reference).
2.5 Amendment No. 2 dated as of January 18, 1994 to Asset Sale
Agreement dated as of September 14, 1993 by and between Vintners
International Company, Inc. and the Registrant (filed as Exhibit 2.1
to the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended February 28, 1994 and incorporated herein by
reference).
2.6 Asset Purchase Agreement dated August 3, 1994 between the
Registrant and Heublein, Inc. (filed as Exhibit 2(a) to the Registrant's
Current Report on Form 8-K dated August 5, 1994 and incorporated
herein by reference).
2.7 Amendment dated November 8, 1994 to Asset Purchase Agreement
between Heublein, Inc. and Registrant (filed as Exhibit 2.2 to the
Registrant's Registration Statement on Form S-3 (Amendment No. 2)
(Registration No. 33-55997) filed with the Securities and Exchange
Commission on November 8, 1994 and incorporated herein by
reference).
2.8 Amendment dated November 18, 1994 to Asset Purchase Agreement
between Heublein, Inc. and the Registrant (filed as Exhibit 2.8 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
August 31, 1994 and incorporated herein by reference).
2.9 Amendment dated November 30, 1994 to Asset Purchase Agreement
between Heublein, Inc. and the Registrant is incorporated herein by
reference to Exhibit 2.9 to the Registrant's Form 10-Q for the quarter
ended November 30, 1994, filed with the Securities and Exchange
Commission on January 12, 1995, of which this Amendment No. 1
on Form 10-Q/A forms a part.
(4) Instruments defining the rights of security holders, including
indentures.
4.1 Specimen of Certificate of Class A Common Stock of the Company
(filed as Exhibit 1.1 to the Registrant's Registration Statement on
Form 8-A, dated April 28, 1992 and incorporated herein by
reference).
4.2 Specimen of Certificate of Class B Common Stock of the Company
(filed as Exhibit 1.2 to the Registrant's Registration Statement on
Form 8-A, dated April 28, 1992 and incorporated herein by
reference).
4.3 Indenture dated as of December 27, 1993 among the Registrant, its
Subsidiaries and Chemical Bank (filed as Exhibit 4.1 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended November 30, 1993 and incorporated herein by reference).
4.4 First Supplemental Indenture dated as of August 3, 1994 among the
Registrant, Canandaigua West, Inc. and Chemical Bank (filed as
Exhibit 4.5 to the Registrant's Registration Statement on Form S-8
(Registration No. 33-56557) and incorporated herein by reference).
(10) Material Contracts
10.1 The Canandaigua Wine Company, Inc. Stock Option and Stock
Appreciation Right Plan (filed as Appendix B to the Company's
Definitive Proxy Statement dated December 23, 1987 and
incorporated herein by reference).
10.2 Amendment No. 1 to the Canandaigua Wine Company, Inc. Stock
Option and Stock Appreciation Right Plan (filed as Exhibit 10.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1992 and incorporated herein by reference).
10.3 Amendment No. 2 to the Canandaigua Wine Company, Inc. Stock
Option and Stock Appreciation Right Plan (filed as Exhibit 28 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended November 30, 1992 and incorporated herein by reference).
10.4 Amendment No. 3 to the Canandaigua Wine Company, Inc. Stock
Option and Stock Appreciation Right Plan (filed as Exhibit 10.4 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
August 31, 1993 and incorporated herein by reference).
10.5 Amendment No. 4 to the Canandaigua Wine Company, Inc. Stock
Option and Stock Appreciation Right Plan (filed as Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended November 30, 1993 and incorporated herein by reference).
10.6 Amendment No. 5 to the Canandaigua Wine Company, Inc. Stock
Option and Stock Appreciation Right Plan (filed as Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended February 28, 1994 and incorporated herein by reference).
10.7 Employment Agreement between Barton Incorporated and Ellis M.
Goodman dated as of October 1, 1991 as amended by Amendment to
Employment Agreement between Barton Incorporated and Ellis M.
Goodman dated as of June 29, 1993 (filed as Exhibit 10.5 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
August 31, 1993 and incorporated herein by reference).
10.8 Barton Incorporated Management Incentive Plan (filed as Exhibit 10.6
to the Registrant's Annual Report on Form 10-K for the fiscal year
ended August 31, 1993 and incorporated herein by reference).
10.9 Ellis M. Goodman Split Dollar Insurance Agreement (filed as Exhibit
10.7 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended August 31, 1993 and incorporated herein by reference).
10.10 Barton Brands, Ltd. Deferred Compensation Plan (filed as Exhibit
10.8 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended August 31, 1993 and incorporated herein by reference).
10.11 Marvin Sands Split Dollar Insurance Agreement (filed as Exhibit 10.9
to the Registrant's Annual Report on Form 10-K for the fiscal year
ended August 31, 1993 and incorporated herein by reference).
10.12 Amendment and Restatement dated as of June 29, 1993 of Credit
Agreement among the Registrant, its subsidiaries and certain banks
for which The Chase Manhattan Bank (National Association) acts as
agent (filed as Exhibit 2(b) to the Registrant's Current Report on
Form 8-K dated June 29, 1993 and incorporated herein by reference).
10.13 Amendment No. 1 dated as of October 15, 1993 to Amendment and
Restatement dated as of June 29, 1993 of Credit Agreement among
the Registrant, its subsidiaries and certain banks for which The Chase
Manhattan Bank (National Association) acts as agent (filed as Exhibit
2(c) to the Registrant's Current Report on Form 8-K dated October
15, 1993 and incorporated herein by reference).
10.14 Senior Subordinated Loan Agreement dated as of October 15, 1993
among the Registrant, its subsidiaries and certain banks for which The
Chase Manhattan Bank (National Association) acts as agent (filed as
Exhibit 2(d) to the Registrant's Current Report on Form 8-K dated
October 15, 1993 and incorporated herein by reference).
10.15 Second Amendment and Restatement dated as of August 5, 1994 of
Amendment and Restatement of Credit Agreement dated as of June
29, 1993 among the Registrant, its subsidiaries and certain banks for
which The Chase Manhattan Bank (National Association) acts as
agent (filed as Exhibit 2(b) to the Registrant's Current Report on
Form 8-K dated August 5, 1994 and incorporated herein by
reference).
10.16 Amendment No. 1 (dated as of August 5, 1994) to Second
Amendment and Restatement dated as of August 5, 1994 of
Amendment and Restatement of Credit Agreement dated as of June
29, 1993 among the Registrant, its subsidiaries and certain banks for
which The Chase Manhattan Bank (National Association) acts as
agent (filed as Exhibit 10.16 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended August 31, 1994 and
incorporated herein by reference).
10.17 Security Agreement dated as of August 5, 1994 among the Registrant,
its subsidiaries and certain banks for which The Chase Manhattan
Bank (National Association) acts as agent (filed as Exhibit 2(c) to the
Registrant's Current Report on Form 8-K dated August 5, 1994 and
incorporated herein by reference).
(11) Statement re computation of per share earnings.
Computation of per share earnings (filed herewith).
(15) Letter re unaudited interim financial information.
Not applicable.
(18) Letter re change in accounting principles.
Not applicable.
(19) Report furnished to security holders.
Not applicable.
(22) Published report regarding matters submitted to a vote of security
holders.
Not applicable.
(23) Consents of experts and counsel.
Not applicable.
(24) Power of Attorney.
Not applicable.
(27) Financial Data Schedule.
Financial Data Schedule is incorporated herein by reference to the
Registrant's report on Form 10-Q for the quarter ended November
30, 1994, filed with the Securities and Exchange Commission on
January 12, 1995, of which this Amendment No. 1 on Form 10-Q/A
forms a part.
(99) Additional Exhibits.
Not applicable.
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EXHIBIT 11
CANANDAIGUA WINE COMPANY, INC. AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER COMMON SHARE
FOR THE QUARTERS ENDED NOVEMBER 30, 1994 AND 1993
<TABLE>
Net income per common November 30, 1994 November 30, 1993
equivalent share Primary Fully Diluted Primary Fully Diluted
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Net income available
to common shares $10,332 $10,332 $5,653 $5,653
Adjustments:
Assumed exercise of
convertible debt - - - 420
Net income available to
common and common
equivalent shares $10,332 $10,332 $5,653 $6,073
Shares:
Weighted average common
shares outstanding 16,497,647 16,497,647 13,770,671 13,770,671
Adjustments:
(1) Assumed exercise
of convertible
debt - - - 2,177,726
(2) Assumed exercise
of incentive stock
options 299,483 300,257 207,678 230,478
(3) Assumed exercise
of options 198,969 200,132 55,032 73,422
Total Shares 16,996,099 16,998,036 14,033,381 16,252,297
Net income per
common share $ 0.61 $ 0.61 $ 0.40 $ 0.37
</TABLE>
