As filed with the Securities and Exchange Commission on November 10, 1998
Registration No. 333-40571
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
DELAWARE CANANDAIGUA BRANDS, INC. 16-0716709
AND ITS SUBSIDIARY GUARANTORS
NEW YORK BATAVIA WINE CELLARS, INC. 16-1222994
NEW YORK CANANDAIGUA WINE COMPANY, INC. 16-1462887
NEW YORK CANANDAIGUA EUROPE LIMITED 16-1195581
NEW YORK ROBERTS TRADING CORP. 16-0865491
NEW YORK POLYPHENOLICS, INC. 16-1546354
ENGLAND AND WALES CANANDAIGUA LIMITED --
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
WISCONSIN STEVENS POINT BEVERAGE CO. 39-0638900
ILLINOIS MONARCH IMPORT COMPANY 36-3539106
GEORGIA THE VIKING DISTILLERY, INC. 58-2183528
-------- ----------------------------- ----------
(State or other (Exact name of registrant as (I.R.S. Employer
jurisdiction of specified in its charter) Identification No.)
incorporation or
organization)
300 WILLOWBROOK OFFICE PARK
FAIRPORT, NEW YORK 14450
(716) 393-4130
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
ROBERT SANDS, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
CANANDAIGUA BRANDS, INC.
300 WILLOWBROOK OFFICE PARK
FAIRPORT, NEW YORK 14450
(716) 393-4130
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
---------------------------
COPY TO:
BERNARD S. KRAMER, ESQ.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606-5096
---------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: From time to time after this Registration Statement
becomes effective.
---------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /__/
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /__/
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /__/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
-------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
-------------------------
================================================================================
This Post-Effective Amendment No. 1 to the Registrants' Registration
Statement on Form S-3 (No. 333-40571) is being filed for the sole purpose of
adding Polyphenolics, Inc. and Canandaigua Limited (the "Additional
Registrants") as registrants under the Registration Statement. The Additional
Registrants are wholly-owned subsidiaries of Canandaigua Brands, Inc.
All references to "Guarantors" in the Registration Statement shall also
refer to the Additional Registrants.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
1 Forms of Underwriting Agreement (to be filed under subsequent
Form 8-K)
4* Form of Indenture
5* Opinion of McDermott, Will & Emery
12* Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Arthur Andersen LLP
23.2* Consent of McDermott, Will & Emery (included as part of Exhibit 5)
24 Powers of Attorney (included on signature page of the Registration
Statement)
25* Statement of Eligibility of Trustee on Form T-1
- -----------
*Previously filed
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairport, State of New
York on November 9, 1998.
Canandaigua Brands, Inc.
By: /s/ Richard Sands
Richard Sands
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* Chairman of the Board of November 9, 1998
- ---------------------------- Directors
Marvin Sands
/s/ Richard Sands President, Chief Executive November 9, 1998
Richard Sands Officer and a Director
(Principal Executive
Officer)
* Executive Vice President, November 9, 1998
- ---------------------------- General Counsel, Secretary
Robert Sands and a Director
* Senior Vice President and November 9, 1998
- ---------------------------- Chief Financial Officer
Thomas S. Summer (Principal Financial
Officer and Principal
Accounting Officer)
* Director November 9, 1998
- ----------------------------
Bertram E. Silk
* Director November 9, 1998
- ----------------------------
James A. Locke, III
* Director November 9, 1998
- ----------------------------
George Bresler
*By: /s/ Richard Sands
- ----------------------------
Richard Sands
Attorney-in-Fact
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Richard Sands and Robert Sands and each of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities (including his capacity as a director and/or officer of Canandaigua
Brands, Inc.) to sign any or all amendments (including post-effective amendments
and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Thomas C. McDermott Director November 9, 1998
- ----------------------------
Thomas C. McDermott
/s/ Paul L. Smith Director November 9, 1998
- ----------------------------
Paul L. Smith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairport, State of New
York on November 9, 1998.
Batavia Wine Cellars, Inc.
By: /s/ Ned Cooper
----------------------------
Ned Cooper, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President (Principal November 9, 1998
- ---------------------------- Executive Officer)
Ned Cooper
* Treasurer (Principal November 9, 1998
- ---------------------------- Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Richard Sands Vice President and a Director November 9, 1998
- ----------------------------
Richard Sands
* Secretary and a Director November 9, 1998
- ----------------------------
Robert Sands
*By: /s/ Richard Sands
----------------------
Richard Sands
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 9, 1998.
Barton Incorporated
By: /s/ Alexander L. Berk
----------------------------
Alexander L. Berk
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President, Chief Executive November 9, 1998
- ---------------------------- Officer and a Director
Alexander L. Berk (Principal Executive Officer)
* Executive Vice President, November 9, 1998
- ---------------------------- Treasurer,
Raymond E. Powers Assistant Secretary and a
Director
(Principal Financial Officer
and Principal Accounting
Officer)
* Vice President and a Director November 9, 1998
- ----------------------------
Edward L. Golden
* Director November 9, 1998
- ----------------------------
William F. Hackett
*By: /s/ Richard Sands
----------------------
Richard Sands
Attorney-in-Fact
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands and Robert Sands and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Incorporated) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Richard Sands Vice President and Director November 9, 1998
- ----------------------------
Richard Sands
/s/ Robert Sands Vice President and Director November 9, 1998
- ----------------------------
Robert Sands
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 9, 1998.
Barton Brands, Ltd.
By: /s/ Edward L. Golden
----------------------------
Edward L. Golden, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President and a Director November 9, 1998
- ---------------------------- (Principal Executive Officer)
Edward L. Golden
* Executive Vice President, November 9, 1998
- ---------------------------- (Principal Executive Officer)
Raymond E. Powers Secretary and a Director
(Principal Financial Officer
and Principal Accounting
Officer)
* Executive Vice President and November 9, 1998
- ---------------------------- a Director
Alexander L. Berk
*By: /s/ Richard Sands
----------------------
Richard Sands
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 9, 1998.
Barton Beers, Ltd.
By: /s/ Richard Sands
----------------------------
Richard Sands, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Richard Sands Chief Executive Officer and a November 9, 1998
- ---------------------------- Director (Principal Executive
Richard Sands Officer)
* Executive Vice President, November 9, 1998
- ---------------------------- Treasurer, Assistant
Raymond E. Powers Secretary and a Director
(Principal Financial Officer
and Principal Accounting
Officer)
* Executive Vice President and November 9, 1998
- ---------------------------- a Director
Alexander L. Berk
* President and a Director November 9, 1998
- ----------------------------
William F. Hackett
*By: /s/ Richard Sands
- ----------------------------
Richard Sands
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 9, 1998.
Barton Brands of California, Inc.
By: /s/ Alexander L. Berk
----------------------------
Alexander L. Berk, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President and a Director November 9, 1998
- ---------------------------- (Principal Executive Officer)
Alexander L. Berk
* Executive Vice President, November 9, 1998
- ---------------------------- Treasurer, Assistant
Raymond E. Powers Secretary and a Director
(Principal Financial Officer
and Principal Accounting
Officer)
* Vice President and a Director November 9, 1998
- ----------------------------
Edward L. Golden
*By: /s/ Richard Sands
----------------------
Richard Sands
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 9, 1998.
Barton Brands of Georgia, Inc.
By: /s/ Alexander L. Berk
----------------------------
Alexander L. Berk, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President and a Director November 9, 1998
- ---------------------------- (Principal Executive Officer)
Alexander L. Berk
* Executive Vice President, November 9, 1998
- ---------------------------- Treasurer, Assistant
Raymond E. Powers Secretary and a Director
(Principal Financial Officer
and Principal Accounting
Officer)
* Vice President and a Director November 9, 1998
- ----------------------------
Edward L. Golden
*By: /s/ Richard Sands
-----------------------
Richard Sands
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 9, 1998.
Barton Distillers Import Corp.
By: /s/ Alexander L. Berk
----------------------------
Alexander L. Berk, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President and a Director November 9, 1998
- ---------------------------- (Principal Executive Officer)
Alexander L. Berk
* Executive Vice President, November 9, 1998
- ---------------------------- Treasurer, Assistant
Raymond E. Powers Secretary and a Director
(Principal Financial Officer
and Principal Accounting
Officer)
*By: /s/ Richard Sands
-----------------------
Richard Sands
Attorney-in-Fact
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands and Robert Sands and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Distillers Import Corp.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Edward L. Golden Director November 9, 1998
- ----------------------------
Edward L. Golden
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 9, 1998.
Barton Financial Corporation
By: /s/ Raymond E. Powers
----------------------------
Raymond E. Powers, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* President, Secretary and a November 9, 1998
- ---------------------------- Director
Raymond E. Powers (Principal Executive Officer)
* Treasurer and a Director November 9, 1998
- ---------------------------- (Principal Financial Officer
Charles T. Schlau and Principal Accounting
Officer)
* Director November 9, 1998
- ----------------------------
Charles B. Campbell, Jr.
*By: /s/ Richard Sands
-----------------------
Richard Sands
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 9, 1998.
Stevens Point Beverage Co.
By: /s/ James P. Ryan
----------------------------
James P. Ryan
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ James P. Ryan President, Chief Executive November 9, 1998
- ---------------------------- Officer and a Director
James P. Ryan (Principal Executive Officer)
/s/ Raymond E. Powers Executive Vice President, November 9, 1998
- ---------------------------- Treasurer, Assistant
Raymond E. Powers Secretary and a Director
(Principal Financial Officer
and Principal Accounting
Officer)
/s/ Alexander L. Berk Executive Vice President and November 9, 1998
- ---------------------------- a Director
Alexander L. Berk
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands and Robert Sands and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Stevens Point Beverage Co.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ William F. Hackett Director November 9, 1998
- ----------------------------
William F. Hackett
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 9, 1998.
Monarch Import Company
By: /s/ James P. Ryan
----------------------------
James P. Ryan, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* Executive Vice President, November 9, 1998
- --------------------------- Treasurer Assistant Secretary
Raymond E. Powers and a Director (Principal
Financial Officer and
Principal Accounting Officer)
* President and a Director November 9, 1998
- ----------------------------
Alexander L. Berk
*By: /s/ Richard Sands
- ----------------------------
Richard Sands
Attorney-in-Fact
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands and Robert Sands and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Monarch Import Company) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ William F. Hackett Vice President and a Director November 9, 1998
- ----------------------------
William F. Hackett
/s/ James P. Ryan Chief Executive Officer November 9, 1998
- ---------------------------- (Principal Executive Officer)
James P. Ryan
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairport, State of New
York on November 9, 1998.
Canandaigua Wine Company, Inc.
By: /s/ Daniel C. Barnett
----------------------------
Daniel C. Barnett, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Daniel C. Barnett President (Principal November 9, 1998
- ---------------------------- Executive Officer)
Daniel C. Barnett
* Treasurer (Principal November 9, 1998
- ---------------------------- Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Richard Sands Vice President and a Director November 9, 1998
- ----------------------------
Richard Sands
* Vice President, Secretary and November 9, 1998
- ---------------------------- a Director
Robert Sands
*By: /s/ Richard Sands
- ----------------------------
Richard Sands
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 9, 1998.
The Viking Distillery, Inc.
By: /s/ Alexander L. Berk
----------------------------
Alexander L. Berk, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President and a Director November 9, 1998
- ---------------------------- (Principal Executive Officer)
Alexander L. Berk
* Executive Vice President, November 9, 1998
- ---------------------------- Treasurer,
Raymond E. Powers Assistant Secretary and a
Director (Principal Financial
Officer and Principal
Accounting Officer)
* Vice President and a Director November 9, 1998
- ----------------------------
Edward L. Golden
*By: /s/ Richard Sands
----------------------------
Richard Sands
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairport, State of New
York on November 9, 1998.
Canandaigua Europe Limited
By: /s/ Douglas Kahle
----------------------------
Douglas Kahle, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President (Principal November 9, 1998
- ---------------------------- Executive Officer)
Douglas Kahle
* Treasurer (Principal November 9, 1998
- ---------------------------- Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Richard Sands Vice President and Director November 9, 1998
- ----------------------------
Richard Sands
*By: /s/ Richard Sands
----------------------------
Richard Sands
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairport, State of New
York on November 9, 1998.
Roberts Trading Corp.
By: /s/ Daniel C. Barnett
----------------------------
Daniel C. Barnett, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Daniel C. Barnett President (Principal November 9, 1998
- ---------------------------- Executive Officer)
Daniel C. Barnett
* Treasurer (Principal November 9, 1998
- ---------------------------- Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Richard Sands Vice President and a Director November 9, 1998
- ----------------------------
Richard Sands
* Vice President, Secretary and November 9, 1998
- ---------------------------- a Director
Robert Sands
*By: /s/ Richard Sands
----------------------------
Richard Sands
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairport, State of New
York on November 9, 1998.
Canandaigua Limited
By: /s/ Richard Sands
----------------------------
Richard Sands, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands and Robert Sands and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Canandaigua Limited) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Richard Sands Director (Principal Executive
- ---------------------------- Officer)
Richard Sands November 9, 1998
/s/ Thomas S. Summer Director (Principal Financial November 9, 1998
- ---------------------------- Officer and Principal
Thomas S. Summer Accounting Officer)
/s/ Robert Sands Director November 9, 1998
- ----------------------------
Robert Sands
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairport, State of New
York on November 9, 1998.
Polyphenolics, Inc.
By: /s/ Richard Keeley
----------------------------
Richard Keeley, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Sands and Robert Sands and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Polyphenolics, Inc.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Richard Keeley President and Director November 9, 1998
- ---------------------------- (Principal Executive Officer)
Richard Keeley
/s/ Thomas S. Summer Vice President and Treasurer November 9, 1998
- ---------------------------- (Principal Financial Officer
Thomas S. Summer and Principal Accounting
Officer)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Post-Effective Amendment No. 1 to the Registration
Statement (Reg. No. 333-40571) of our report dated April 8, 1998 included in
Canandaigua Brands, Inc.'s Form 10-K for the year ended February 28, 1998 and to
all references to our firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Rochester, New York,
November 9, 1998
