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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 10-K/A
AMENDMENT NO. 2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-7570
______
Delaware Canandaigua Wine Company, Inc. and its
subsidiaries 16-0716709
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
_____________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange None
Title of each class on which registered None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock (Par Value $.01 Per Share)
(Title of Class)
Class B Common Stock (Par Value $.01 Per Share)
(Title of Class)
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Indicate by check mark 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 Registration was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent fliers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
Canandaigua Wine Company, Inc. as of November 21, 1994 was $479,968,662.
The number of shares outstanding with respect to each of the classes of
common stock of Canandaigua Wine Company, Inc., as of November 21, 1994
is set forth below (all of the registrants, other than Canandaigua Wine
Company, Inc., are direct or indirect wholly owned subsidiaries of
Canandaigua Wine Company, Inc.)
Number of Shares
Class Outstanding
Class A Common Stock, Par Value $.01 Per Share 16,049,368
Class B Convertible Common Stock, Par Value $.01 Per Share 3,390,051
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's proxy statement to be issued for the annual meeting of stock
holders to be held January 19, 1995 is incorporated by reference in Part III.
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Filed for the purpose of identifying Canandaigua Wine Company, Inc. as
the sole party for whom the Exhibit 27 Financial Data Schedule is submitted.
<PAGE>
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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.
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CANANDAIGUA WINE COMPANY, INC.
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands, Executive Vice
President
SUBSIDIARIES
Batavia Wine Cellars, Inc.
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands,
Assistant Secretary
Bisceglia Brothers Wine Co.
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands,
Assistant Secretary
Canandaigua West, Inc.
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands,
Vice President
California Products Company
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands,
Assistant Secretary
Guild Wineries & Distilleries,
Inc.
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands,
Assistant Secretary
<PAGE>
Tenner Brothers, Inc.
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands,
Assistant Secretary
Widmer's Wine Cellars, Inc.
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands,
Assistant Secretary
Barton Incorporated
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands, Vice
President
Barton Brands, Ltd.
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands, Vice
President
Barton Beers, Ltd.
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands, Vice
President
Barton Brands of California, Inc.
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands, Vice
President
Barton Brands of Georgia, Inc.
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands, Vice
President<PAGE>
Barton Distillers Import Corp.
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands, Vice
President
Barton Financial Corporation
Dated: January 11, 1995 By: s/David Sorce
David Sorce
Vice President
Stevens Point Beverage Co.
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands, Vice
President
Monarch Wine Company, Limited
Partnership
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands, Vice President
Barton Management, Inc., General
Partner
Barton Management, Inc.
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands, Vice President
Vintners International Company, Inc.
Dated: January 11, 1995 By: s/Robert Sands
Robert Sands, Vice President
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<PAGE>
Index to Exhibits
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
is incorporated herein by reference to Exhibit 2.8
to the Registrant's Form 10-K for the Fiscal Year Ended
August 31, 1994, of which this Amendment No. 2 on Form
10-K/A forms a part.
3.1 Restated Certificate of Incorporation of the Company
(filed as Exhibit 3.1 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended August 31, 1993
and incorporated herein by reference).
3.2 Amended and Restated By-laws of the Company (filed as
Exhibit 4.2 to the Registrant's Registration Statement on
Form S-8 (Registration No. 33-56557) and incorporated
herein by reference).
<PAGE>
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).
10.1 The Canandaigua Wine Company, Inc. Stock Option and Stock
Appreciation Right Plan (filed as Appendix B of 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 Rights 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
<PAGE>
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 is incorporated
herein by reference to Exhibit 10.16 to the Registrant's
Form 10-K for the fiscal year ended August 31, 1994, of
which this Amendment No. 2 on Form 10-K/A forms a part.
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.
11.1 Statement of computation of per share earnings is
incorporated herein by reference to Exhibit 11.1 to the
Registrant's Form 10-K for the Fiscal Year Ended August
31, 1994, of which this Amendment No. 2 on Form 10-K/A
forms a part.
21.1 Subsidiaries of Registrant is incorporated herein by
reference to Exhibit 21.1 to the Registrant's Form 10-K for
the Fiscal Year Ended August 31, 1994, of which this Amend-
ment No. 2 on Form 10-K/A forms a part.
23.1 Consent of Arthur Andersen & Co. is incorporated
herein by reference to Exhibit 23.1 to the Registrant's
Form 10-K for the Fiscal Year Ended August 31, 1994, of which
this Amendment No. 2 on Form 10-K/A forms a part.
27.1 Financial Data Schedule (filed herewith).
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<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Financial Statements for the Fiscal Year ended August 31, 1994 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK>0000016918
<NAME>CANANDAIGUA WINE COMPANY, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1994
<PERIOD-END> AUG-31-1994
<CASH> 1,495
<SECURITIES> 0
<RECEIVABLES> 122,124
<ALLOWANCES> 0
<INVENTORY> 301,053
<CURRENT-ASSETS> 454,049
<PP&E> 256,017
<DEPRECIATION> 61,734
<TOTAL-ASSETS> 826,562
<CURRENT-LIABILITIES> 238,225
<BONDS> 289,122
<COMMON> 178
0
0
<OTHER-SE> 204,015
<TOTAL-LIABILITY-AND-EQUITY> 826,562
<SALES> 629,584
<TOTAL-REVENUES> 629,584
<CGS> 447,211
<TOTAL-COSTS> 447,211
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,367
<INCOME-PRETAX> 18,924
<INCOME-TAX> 7,191
<INCOME-CONTINUING> 11,733
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,733
<EPS-PRIMARY> 0.74
<EPS-DILUTED> 0.74
</TABLE>
