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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CANANDAIGUA BRANDS, INC.
(Exact name of registrant as specified in its character)
Delaware 16-0716709
(State of incorporation or organization) (I.R.S. Employer Identification No.)
300 WillowBrook Office Park, Fairport, New York 14450
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to Section
Section 12(b) of the Exchange 12(g) of the Exchange Act and is
Act and is effective pursuant effective pursuant to General
to General Instruction A.(c), Instruction A.(d), please check
please the following box. |X| check the following box. |_|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Class A Common Stock, par value $.01 per New York Stock Exchange
share
Class B Common Stock, par value $.01 per New York Stock Exchange
share
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities
to be Registered
Class A and Class B Common Stock, $.01 Par Value
The capital stock of Canandaigua Brands, Inc. (the "Company"
or "Registrant") to be registered on the New York Stock Exchange, Inc. (the
"Exchange"), is the Registrant's Class A Common Stock and Class B Common Stock,
each of which has a par value of $.01 per share. Shares of Class B Common Stock
are convertible into shares of Class A Common Stock on a one-for-one basis at
any time at the option of the holder. The shares of Class A Common Stock are not
convertible into or exchangeable for the shares of Class B Common Stock or any
other securities. Holders of Class B Common Stock are entitled to ten votes per
share. Holders of Class A Common Stock are entitled to only one vote per share,
but are entitled to a cash dividend premium. If the Company pays a cash dividend
on Class B Common Stock, each share of Class A Common Stock will receive an
amount at least 10 percent greater than the amount of the cash dividend per
share paid on Class B Common Stock. In addition, the Board of Directors may
declare and pay a dividend on Class A Common Stock without paying any dividend
on Class B Common Stock.
Holders of Class A Common Stock, voting as a class, are
entitled to elect at least one-fourth of the members of the Board of Directors
to be elected at a meeting of stockholders, and the holders of the Class B
Common Stock, voting as a class, are entitled to elect the remaining directors.
If the number of outstanding shares of Class B Common Stock is less than 12 1/2
percent of the aggregate number of outstanding shares of Class A Common Stock
and Class B Common Stock, the holders of Class A Common Stock shall become
entitled to elect at least one-fourth of the directors voting as a class and to
elect the remaining directors voting together as a single class with holders of
Class B Common Stock, provided that the holders of Class A Common Stock shall
have one vote per share and the holders of Class B Common Stock shall have 10
votes per share. Holders of Class A Common Stock and Class B Common Stock may
also vote as separate classes on those matters where a separate class vote is
required under Delaware law, although the number of authorized shares of either
Class A Common Stock or Class B Common Stock may be increased or decreased (but
not below the number of shares thereof then outstanding) by the majority vote of
all outstanding shares of Class A Common Stock and Class B Common Stock voting
as a single class. On all other matters submitted to a vote of the stockholders,
the holders of Class A Common Stock and Class B Common Stock vote together as a
single class.
The holders of Class A Common Stock and Class B Common Stock
are entitled to share pro rata in the distribution of the Company's assets
available for such purpose in the event of liquidation. The shares are not
entitled to preemptive rights, and all outstanding shares are fully paid and
nonassessable.
The shares of Class A Common Stock and Class B Common
Stock do not have cumulative voting rights.
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Item 2. Exhibits
1. All exhibits required by the Instruction to Item 2
will be supplied to the New York Stock Exchange.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
CANANDAIGUA BRANDS, INC. (Registrant)
By /s/ Thomas S. Summer
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Thomas S. Summer, Senior Vice President
and Chief Financial Officer
Dated: October 4, 1999
