<PAGE>
Prospectus Supplement, Dated August 2, 1999
(To Prospectus, dated July 28, 1999 as supplemented by
Prospectus Supplement dated July 28, 1999)
$200,000,000
[LOGO OF CANANDAIGUA BRANDS, INC.]
8 5/8% Senior Notes due 2006
This prospectus supplement (the "Supplement") should be read in conjunction
with the prospectus supplement (the "Prospectus Supplement") dated July 28,
1999 and the prospectus dated July 28, 1999 (together with the Prospectus
Supplement, the "Prospectus"). Capitalized terms used herein without definition
have the same meaning as such terms when used in the Prospectus. For a
description of the terms of the Notes being offered hereby, the Company, and
the risks relating to the foregoing, reference is hereby made to the
Prospectus. "Description of the Notes--Description of Book-Entry System"
beginning on page S-48 of the Prospectus Supplement and "Description of the
Notes--Same Day Settlement on Payment" on page S-49 of the Prospectus
Supplement are replaced in their entirety by the corresponding sections
contained herein.
J.P. Morgan & Co.
Bear, Stearns & Co. Inc.
Credit Suisse First Boston
Salomon Smith Barney
CIBC World Markets Lehman Brothers
Deutsche Banc Alex. Brown Merrill Lynch & Co.
Hambrecht & Quist Schroder & Co. Inc.
<PAGE>
Book-Entry, Delivery and Form
The Notes will be offered and sold in principal amounts of U.S. $1,000 and
integral multiples thereof. Each of the Notes will be issued in the form of one
or more fully registered Global Notes (collectively, the "Global Notes") which
will be deposited with, or on behalf of, The Depository Trust Company, New York,
New York (the "Depository" or "DTC") and registered in the name of Cede & Co.,
the Depository's nominee. Beneficial interests in the Global Notes will be
represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in the
Depository. Investors may elect to hold interests in the Global Notes through
either the Depository or Cedelbank societe anonyme ("Cedelbank") or Morgan
Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear System ("Euroclear") if they are participants of such systems, or
indirectly through organizations which are participants in such systems.
Cedelbank and Euroclear will hold interests on behalf of their participants
through customers' securities accounts in Cedelbank's and Euroclear's names on
the books of their respective depositaries, which in turn will hold such
interests in customers' securities accounts in the depositaries' names on the
books of the Depository. Citibank, N.A. will act as depositary for Cedelbank and
The Chase Manhattan Bank will act as depositary for Euroclear (in such
capacities, the "U.S. Depositaries"). Except as set forth below, the Global
Notes may be transferred, in whole and not in part, only to another nominee of
the Depository or to a successor of the Depository or its nominee.
The Depository advises that it is aware that some computer applications,
systems, and the like for processing data ("Systems") that are dependent upon
calendar dates, including dates before, on, and after January 1, 2000, may
encounter "Year 2000 problems," which DTC is addressing as follows. The
Depository has informed members of the financial community that it has developed
and is implementing a program so that its Systems, as the same relate to the
timely payment of distributions (including principal and income payments) to
securityholders, book-entry deliveries, and settlement of trades within DTC
("DTC Services"), continue to function appropriately. This program includes a
technical assessment and a remediation plan, each of which is complete.
Additionally, the Depository's plan includes a testing phase, which is expected
to be completed within appropriate time frames. However, the Depository's
ability to properly perform its services is also dependent upon other parties,
including but not limited to issuers and their agents, as well as third party
vendors from whom the Depository licenses software and hardware, and third party
vendors on whom the Depository's relies for information or the provision of
services, including telecommunication and electrical utility service providers,
among others.
Cedelbank advises that it is incorporated under the laws of Luxembourg as a
professional depositary and as follows. Cedelbank holds securities for its
participating organizations ("Cedelbank Participants") and facilitates the
clearance and settlement of securities transactions between Cedelbank
Participants through electronic book-entry changes in accounts of Cedelbank
Participants, thereby eliminating the need for physical movement of
certificates. Cedelbank provides to Cedelbank Participants, among other things,
services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing.
Cedelbank interfaces with domestic markets in several countries. As a
professional depositary, Cedelbank is subject to regulation by the Luxembourg
Monetary Institute. Cedelbank Participants are recognized financial institutions
around the world, including underwriters, securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations and may
include the underwriters. Indirect access to Cedelbank is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a Cedelbank Participant, either
directly or indirectly. Distributions with respect to the Notes held
beneficially through Cedelbank will be credited to cash accounts of Cedelbank
Participants in accordance with its rules and procedures, to the extent received
by the U.S. Depositary for Cedelbank.
Euroclear advises as follows; that it was created in 1968 to hold securities for
its participants ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Euroclear provides various other services, in-
<PAGE>
cluding securities lending and borrowing and interfaces with domestic markets in
several countries. Euroclear is operated by the Brussels, Belgium office of
Morgan Guaranty Trust Company of New York (the "Euroclear Operator"), under
contract with Euroclear Clearance Systems S.C., a Belgian cooperative
corporation (the "Cooperative"). All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the Cooperative. The
Cooperative establishes policy for Euroclear on behalf of Euroclear
Participants. Euroclear Participants include banks (including central banks),
securities brokers and dealers and other professional financial intermediaries
and may include the underwriters. Indirect access to Euroclear is also available
to other firms that clear through or maintain a custodial relationship with a
Euroclear Participant, either directly or indirectly. The Euroclear Operator is
the Belgian branch of a New York banking corporation which is a member bank of
the Federal Reserve System. As such, it is regulated and examined by the Board
of Governors of the Federal Reserve System and the New York State Banking
Department, as well as the Belgian Banking Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator are
governed by the Terms and Conditions Governing Use of Euroclear and the related
Operating Procedures of the Euroclear System, and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants, and has no record of or relationship with persons
holding through Euroclear Participants. Distributions with respect to Notes held
beneficially through Euroclear will be credited to the cash accounts of
Euroclear Participants in accordance with the Terms and Conditions, to the
extent received by the U.S. Depositary for Euroclear.
Individual certificates in respect of Notes will not be issued in exchange for
the Global Notes, except in very limited circumstances. If Euroclear, Cedelbank
or DTC notifies the Company that it is unwilling or unable to continue as a
clearing system in connection with a Global Note or, in the case of DTC only,
DTC ceases to be a clearing agency registered under the Exchange Act, and in
each case a successor clearing system is not appointed by the Company within 90
days after receiving such notice from Euroclear, Cedelbank or DTC or on becoming
aware that DTC is no longer so registered, the Company will issue or cause to be
issued individual certificates in registered form on registration of transfer
of, or in exchange for, book-entry interests in the Notes represented by such
Global Note upon delivery of such Global Note for cancellation.
Title to book-entry interests in the Notes will pass by book-entry registration
of the transfer within the records of Euroclear, Cedelbank or DTC, as the case
may be, in accordance with their respective procedures. Book-entry interests in
the Notes may be transferred within Euroclear and within Cedelbank and between
Euroclear and Cedelbank in accordance with procedures established for these
purposes by Euroclear and Cedelbank. Book-entry interests in the Notes may be
transferred within DTC in accordance with procedures established for this
purpose by DTC. Transfers of book-entry interests in the Notes between Euroclear
and Cedelbank and DTC may be effected in accordance with procedures established
for this purpose by Euroclear, Cedelbank and DTC.
Global Clearance and Settlement Procedures
Initial settlement for the Notes will be made in immediately available funds.
Secondary market trading between DTC Participants will occur in the ordinary way
in accordance with Depository rules and will be settled in immediately available
funds using the Depository's Same-Day Funds Settlement System. Secondary market
trading between Cedelbank Participants and/or Euroclear Participants will occur
in the ordinary way in accordance with the applicable rules and operating
procedures of Cedelbank and Euroclear and will be settled using the procedures
applicable to conventional eurobonds in immediately available funds.
<PAGE>
Cross-market transfers between persons holding directly or indirectly through
the Depository on the one hand, and directly or indirectly through Cedelbank or
Euroclear Participants, on the other, will be effected in the Depository in
accordance with the Depository rules on behalf of the relevant European
international clearing system by its U.S. Depositary; however, such cross-market
transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in accordance
with its rules and procedures and within its established deadlines (European
time). The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to its U.S.
Depositary to take action to effect final settlement on its behalf by delivering
or receiving Notes in the Depository, and making or receiving payment in
accordance with normal procedures for same-day funds settlement applicable to
the Depository. Cedelbank Participants and Euroclear Participants may not
deliver instructions directly to their respective U.S. Depositaries.
Because of time-zone differences, credits of Notes received in Cedelbank or
Euroclear as a result of a transaction with a DTC Participant will be made
during subsequent securities settlement processing and dated the business day
following the Depository settlement date. Such credits or any transactions in
such Notes settled during such processing will be reported to the relevant
Euroclear or Cedelbank Participants on such business day. Cash received in
Cedelbank or Euroclear as a result of sales of Notes by or through a Cedelbank
Participant or a Euroclear Participant to a DTC Participant will be received
with value on the Depository settlement date but will be available in the
relevant Cedelbank or Euroclear cash account only as of the business day
following settlement in the Depository.
Although the Depository, Cedelbank and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of Notes among participants of the
Depository, Cedelbank and Euroclear, they are under no obligation to perform or
continue to perform such procedures and such procedures may be changed or
discontinued at any time.
