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 3, 1998
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COMMISSION FILE NUMBER 0-7570
DELAWARE CANANDAIGUA BRANDS, INC. 16-0716709
AND ITS SUBSIDIARIES:
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
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 specified (I.R.S. Employer
jurisdiction of in its charter) Identification
incorporation or No.)
organization)
300 WillowBrook Office Park, Fairport, New York 14450
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 393-4130
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Canandaigua Brands, Inc. released on November 3, 1998 the following
announcement:
CANANDAIGUA BRANDS ANNOUNCES OFFER FOR MATTHEW CLARK PLC
Fairport, New York, November 3, 1998 -- Canandaigua Brands, Inc.,
(NASDAQ:CBRNA and CBRNB), today announced that it has launched a cash offer for
the outstanding ordinary shares of Matthew Clark plc (LSE:MTC), a major UK
drinks group which produces, distributes and wholesales a variety of alcoholic
and bottled water beverages in the United Kingdom. The Board of Directors of
Matthew Clark has recommended that Matthew Clark shareholders accept the offer.
The offer values each of the 88.5 million ordinary shares of Matthew Clark
at 243 pence, or approximately $4.07. The total purchase price of the shares is
expected to be approximately (pound)215 million, or $360 million. (All
conversions from British pounds sterling to U.S. dollars are based on a recent
exchange rate of $1.6755 per (pound).)
Richard Sands, Chief Executive Officer of Canandaigua Brands, said: "The
addition of Matthew Clark will bring significant benefits to Canandaigua in the
pursuit of our growth strategy, a major facet of which is to acquire businesses
that expand our geographic presence outside the US. The acquisition of Matthew
Clark will give us a sizeable presence in the UK, one of the most important
markets in the world for beverage alcohol products."
Mr. Sands added: "As one of the UK's leading producers and wholesalers of
beverage alcohol products, Matthew Clark fits well with Canandaigua's growth
strategy of investing in new brands and, importantly, establishes a platform
from which further strategic acquisitions can be made. We are delighted with the
quality of brands, broad customer base and, particularly, the skilled management
team that Matthew Clark will bring to Canandaigua Brands."
Matthew Clark plc operates two divisions: Matthew Clark Brands, which
produces and markets cider products, wine and bottled water; and Matthew Clark
Wholesale, which is the UK's leading independent drinks wholesaler and which
provides a full range of wines, spirits, ciders, beers and soft drinks to over
17,000 on-premises outlets. Matthew Clark's leading brands include Blackthorn
and Diamond White ciders; Stowells of Chelsea wines; and Strathmore sparkling
water.
In its most recent fiscal year ended April 30, 1998, Matthew Clark plc
reported (pound)553 million ($927 million) in total sales and (pound)36 million
($60 million) in profit before taxes. Net assets at April 30, 1998, were
(pound)95 million, or $160 million.
Canandaigua Brands expects to fund the proposed acquisition with bank
financing. The transaction is expected to be largely completed by the end of
December. Canandaigua is being advised by Schroders in relation to this
transaction.
Canandaigua Brands, Inc., headquartered in Fairport, New York, is the
largest single-source supplier of imported beers, wines and spirits in the
United States. The Company is the second largest marketer of imported beer, the
second largest wine producer and marketer and the fourth largest spirits
provider in the US.
<PAGE>
The Company's portfolio includes the following key brands:
BEER: Corona Extra and Corona Light, Modelo Especial, Pacifico, Negra Modelo,
St. Pauli Girl, Tsingtao and Point
WINE: Almaden, Inglenook, Paul Masson, Richards Wild Irish Rose, Arbor Mist,
Cook's, Taylor, and Manischewitz
DISTILLED SPIRITS: Barton, Fleischmann's, Paul Masson Grande Amber, Mr. Boston,
Montezuma, Canadian LTD, Chi-Chi's, Ten High and Inver House
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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.
CANANDAIGUA BRANDS, INC.
Dated: November 3, 1998 By: /s/ Thomas S. Summer
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Thomas S. Summer, Senior Vice
President and Chief Financial
Officer
SUBSIDIARIES
BATAVIA WINE CELLARS, INC.
Dated: November 3, 1998 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA WINE COMPANY, INC.
Dated: November 3, 1998 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA EUROPE LIMITED
Dated: November 3, 1998 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
ROBERTS TRADING CORP.
Dated: November 3, 1998 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
BARTON INCORPORATED
Dated: November 3, 1998 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS, LTD.
Dated: November 3, 1998 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
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BARTON BEERS, LTD.
Dated: November 3, 1998 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS OF CALIFORNIA, INC.
Dated: November 3, 1998 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS OF GEORGIA, INC.
Dated: November 3, 1998 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON DISTILLERS IMPORT CORP.
Dated: November 3, 1998 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON FINANCIAL CORPORATION
Dated: November 3, 1998 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
STEVENS POINT BEVERAGE CO.
Dated: November 3, 1998 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
MONARCH IMPORT COMPANY
Dated: November 3, 1998 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
THE VIKING DISTILLERY, INC.
Dated: November 3, 1998 By: /s/ Thomas S. Summer
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Thomas S. Summer, 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
