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): February 22, 1999
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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
ENGLAND AND WALES CANANDAIGUA LIMITED ---
NEW YORK POLYPHENOLICS, INC. 16-1546354
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 (I.R.S. Employer
jurisdiction of specified 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)
<PAGE>
ITEM 5. OTHER EVENTS
Canandaigua Brands, Inc. released on February 22, 1999 the following
announcement:
CANANDAIGUA BRANDS SIGNS DEFINITIVE AGREEMENT
TO ACQUIRE SPIRITS BRANDS
FAIRPORT, NY, FEBRUARY 22, 1999 -- Canandaigua Brands, Inc. (Nasdaq: CBRNA and
CBRNB) announced today that on February 21, 1999, Canandaigua Brands and Diageo
Inc. ("Diageo") entered into a definitive agreement under which Canandaigua
Brands will purchase from Diageo several well known Canadian whisky brands,
including Black Velvet, the number three Canadian whisky in the United States,
production facilities located in Lethbridge, Alberta and Valleyfield, Quebec,
bulk whisky inventories and other assets. Other principal brands to be acquired
include Golden Wedding; OFC; Schenley OFC; MacNaughton; McMaster's; and Triple
Crown. In addition, the transaction includes multi-year agreements with Diageo
under which Canandaigua Brands will provide packaging and distilling services
for various Diageo brands.
The purchase price is approximately $185.5 million. The purchase of the
assets is expected to be financed with senior subordinated debt. The transaction
is subject to satisfaction of customary closing conditions.
Net sales (gross sales less excise taxes and volume related discounts) and
brand profit (earnings before selling, general and administrative expenses,
interest and income taxes) before depreciation for the products sold under the
brands to be acquired during the twelve months ended June 30, 1998 were $74.0
million and $34.6 million, respectively, on unit volume (in 9-liter case
equivalents) of approximately 2.9 million cases.
Richard Sands, President and Chief Executive Officer of Canandaigua Brands,
said, "We are very pleased to be acquiring these brands which will be produced,
marketed and sold through Barton Incorporated. This acquisition is another step
in our strategy of making acquisitions to grow our presence in the beverage
alcohol industry and to improve economies of scale. The addition of these
Canadian whisky brands will strengthen our position in the North American
distilled spirits category, as well as round out our portfolio of brands and
category participation."
Canandaigua Brands, Inc., headquartered in Fairport, New York, is a leading
producer and marketer of beverage alcohol brands. As the second largest supplier
of wine, the second largest importer of beer and the fourth largest supplier of
distilled spirits, Canandaigua Brands is the largest single-source supplier of
these products in the United States. Canandaigua Brands is also a leading
provider of wine and cider, as well as the premier independent wholesaler of
beverage alcohol products, in the United Kingdom.
Canandaigua Brands' portfolio includes the following key brands:
BEER: Corona Extra and Corona Light, Modelo Especial, Pacifico, Negra Modelo,
St. Pauli Girl, Tsingtao, Peroni, Double Diamond, Tetley's English Ale and
Point in the United States
WINE: Almaden, Inglenook, Richards Wild Irish Rose, Cook's, Arbor Mist, Paul
Masson, Taylor, J. Roget, Manischewitz, Marcus James, Estate Cellars,
Dunnewood, Vina Santa Carolina and Mystic Cliffs in the United States, and
Stowells of Chelsea, QC, Stones and Concord in the United Kingdom
DISTILLED SPIRITS: Barton, Fleischmann's, Paul Masson Grande Amber, Mr. Boston,
Montezuma, Canadian LTD, Chi-Chi's, Ten High and Inver House in the United
States
CIDER: Blackthorn, Olde English and Diamond White in the United Kingdom
<PAGE>
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: February 22, 1999 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: February 22, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA WINE COMPANY, INC.
Dated: February 22, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA EUROPE LIMITED
Dated: February 22, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA LIMITED
Dated: February 22, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Director
(Principal Financial Officer and
Principal Accounting Officer)
POLYPHENOLICS, INC.
Dated: February 22, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
<PAGE>
ROBERTS TRADING CORP.
Dated: February 22, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
BARTON INCORPORATED
Dated: February 22, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS, LTD.
Dated: February 22, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BEERS, LTD.
Dated: February 22, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS OF CALIFORNIA, INC.
Dated: February 22, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS OF GEORGIA, INC.
Dated: February 22, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON DISTILLERS IMPORT CORP.
Dated: February 22, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON FINANCIAL CORPORATION
Dated: February 22, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
<PAGE>
STEVENS POINT BEVERAGE CO.
Dated: February 22, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
MONARCH IMPORT COMPANY
Dated: February 22, 1999 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
THE VIKING DISTILLERY, INC.
Dated: February 22, 1999 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
