CANANDAIGUA WINE CO INC
8-K, 1996-10-31
BEVERAGES
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                       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): October 29, 1996
                                                         ----------------


                         Canandaigua Wine Company, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



        Delaware                      0-7570                    16-0716709
- ----------------------------       -------------           -------------------
(State or other jurisdiction       (Commission             (IRS Employer
 of incorporation)                  File Number)            Identification No.)



                116 Buffalo Street, Canandaigua, New York   14424
                -----------------------------------------   -----
                (Address of principal executive offices)  (Zip Code)



        Registrant's telephone number, including area code (716) 394-7900
                                                           --------------


                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)



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                                     - 1 -


ITEM 5.    OTHER EVENTS

     The Registrant released on October 29, 1996 the following announcement:

             CANANDAIGUA WINE COMPANY, INC., COMPLETES DEBT OFFERING

     CANANDAIGUA,  NY,  OCTOBER  29,  1996 --  Canandaigua  Wine  Company,  Inc.
(NASDAQ: WINEA and WINEB),  announced today that it issued $65,000,000 aggregate
principal  amount of 8 3/4%  Series B Senior  Subordinated  Notes due 2003.  The
Company  intends to use the net proceeds  from the offering  (approximately  $60
million) to repay amounts outstanding under its bank credit facility,  including
revolving loans. The Company will continue to use the revolving loans to support
its working capital  requirements.  In addition,  the Company intends to use the
revolving loans to complete its previously announced stock repurchase program.

     The Series B Senior  Subordinated  Notes have not been registered under the
Securities Act of 1933, as amended, or any state securities laws, and may not be
offered or sold in the United States or any state thereof absent registration or
an applicable exemption from registration requirements.

     Canandaigua Wine Company, Inc., headquartered in Canandaigua,  New York, is
a leading  producer of more than 125  national  and  regional  beverage  alcohol
brands.  It is the second largest  supplier of wines, the third largest importer
of beers and the fourth  largest  supplier  of  distilled  spirits in the United
States.  The  Company's  beverage  alcohol  brands are  marketed in five general
categories and include the following principal brands:

TABLEWINES:  Almaden,   Inglenook,   Paul  Masson,  Taylor  California  Cellars,
     Cribari, Manischewitz, Taylor, Marcus James, Deer Valley and Dunnewood
SPARKLING WINES:  Cook's, J. Roget, Great Western and Taylor
DESSERT WINES:  Richards Wild Irish Rose, Cisco and Taylor
IMPORTED BEER:  Corona, Modelo Especial, St. Pauli Girl and Tsingtao
DISTILLED SPIRITS: Barton,  Fleischmann's,  Mr. Boston, Montezuma, Canadian LTD,
     Paul Masson Grande Amber Brandy, Ten High, Inver House and Monte Alban


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                                     - 2 -


                                   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:  October 31, 1996                       By:  /s/ Robert Sands
                                                    ----------------
                                                    Robert Sands
                                                    Executive Vice President
                                                    and General Counsel



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                                     - 3 -


                                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




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