CANANDAIGUA BRANDS INC
8-K/A, 1999-02-12
BEVERAGES
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K/A

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 1, 1998
                                                         ----------------

                          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
            -----------------------------------------------   -----
                (Address of principal executive offices)   (Zip Code)


        Registrant's telephone number, including area code (716) 393-4130
                                                           --------------


          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


                                     - 1 -

<PAGE>
 
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
          
          (1)  The Matthew Clark plc Balance Sheets, as of 30 April 1998 and
          1997, and the related Consolidated Profit and Loss Accounts and
          Consolidated Cash Flow Statements for each of the three years in the
          period ended 30 April 1998, and the report of KPMG Audit Plc,
          independent auditor, thereon, together with the notes thereto, are
          located at pages 3 through 27 of this Report.

          (2)  The Matthew Clark plc Balance Sheets (unaudited), as of October
          31, 1998 and 1997 and the related Consolidated Profit and Loss
          Accounts (unaudited) and Consolidated Cash Flow Statements (unaudited)
          for the six month periods ended October 31, 1998 and 1997, together
          with the notes thereto, are located at pages 28 through 34 of this
          Report.

     (b)  PRO FORMA FINANCIAL INFORMATION.

          The pro forma condensed combined balance sheet (unaudited) as of
          November 30, 1998, the pro forma combined statement of income
          (unaudited) for the year ended February 28, 1998, the pro forma
          combined statement of income (unaudited) for the nine months ended
          November 30, 1998, and the notes thereto, and the pro forma combined
          statement of income (unaudited) for the twelve months ended November
          30, 1998, and the notes thereto are located at pages 35 through 43 of
          this Report.

     (c)  EXHIBITS.

          See Index to Exhibits.

                                     - 2 -

<PAGE>
 
                               MATTHEW CLARK plc

                              FINANCIAL STATEMENTS
                FOR THE YEARS ENDED 30 APRIL 1998, 1997 AND 1996
                       WITH INDEPENDENT AUDITOR'S REPORT




                                     - 3 -

<PAGE>
 
                          INDEPENDENT AUDITOR'S REPORT


The Board of Directors and Shareholders
Matthew Clark plc


We have audited the  accompanying  consolidated  balance sheets of Matthew Clark
plc and its subsidiaries at 30 April 1998 and 1997, and the related consolidated
profit and loss accounts and cash flow  statements  for each of the years in the
three-year period ended 30 April 1998. These consolidated  financial  statements
are  the   responsibility   of  the   management   of  Matthew  Clark  plc.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United Kingdom which are substantially  equivalent to generally  accepted
auditing standards in the United States of America. Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Matthew Clark plc
and its  subsidiaries  at 30  April  1998 and  1997,  and the  results  of their
operations and their cash flows for each of the years in the  three-year  period
ended 30 April 1998, in conformity with generally accepted accounting principles
in the United Kingdom.

Accounting  principles  generally accepted in the United Kingdom vary in certain
significant respects from accounting principles generally accepted in the United
States of America.  Application of accounting  principles  generally accepted in
the United  States  would have  affected  net profit for the two years  ended 30
April 1998 and  shareholders'  equity at 30 April  1998 and 1997,  to the extent
summarised in Note 26 to the consolidated financial statements.


/s/ KPMG Audit Plc
Chartered Accountants
Registered Auditor
London, England
30 November 1998

                                     - 4 -

<PAGE>
 
                                MATTHEW CLARK plc

                                 BALANCE SHEETS
                              (in (pound) millions)


                                                               30 APRIL
                                                          ------------------
                                                NOTE       1998      1997(1)
                                                ----      -----      -------

Fixed assets
    Intangible assets.......................     12         9.7         9.7
    Tangible assets.........................     13        97.1        98.6
                                                          -----       -----
                                                          106.8       108.3
                                                          -----       -----
Current assets
    Stocks..................................     14        44.6        49.3
    Debtors.................................     15       115.7       123.7
    Cash at bank and in hand................               17.3         5.8
                                                          -----       -----
                                                          177.6       178.8
                                                          -----       -----
Creditors: amounts falling due within 
  one year
    Trade and other creditors...............     16      (105.2)     (116.3)
    Proposed dividend.......................     10        (7.1)      (13.3)
    Bank loans and overdrafts...............                 -        (56.4)
                                                          -----       -----
                                                         (112.3)     (186.0)
                                                          -----       -----
Net current assets/(liabilities)
    Amounts due within one year.............               44.4       (29.6)
    Debtors due after more than one year....     15        20.9        22.4
                                                          -----       -----
                                                           65.3        (7.2)
                                                          -----       ----- 
Total assets less current liabilities.......              172.1       101.1
Creditors: amounts falling due after 
  more than one year........................     17       (61.2)       (1.9)
Provisions for liabilities and charges......     18       (15.5)      (17.6)
                                                          -----       -----
    Net assets..............................      2        95.4        81.6
                                                          =====       =====
Capital and reserves
    Called up share capital.................     19        22.1        22.1
    Share premium account...................     21       105.5       105.5
    Capital redemption reserve..............     21         0.1         0.1
    Profit and loss account.................     21       (32.3)      (46.1)
                                                          -----       -----
Equity shareholders' funds..................     22        95.4        81.6
                                                          =====       =====

(1)  As restated Note 1 (Goodwill)

                                     - 5 -

<PAGE>
 
                                MATTHEW CLARK plc

                      CONSOLIDATED PROFIT AND LOSS ACCOUNTS
                 (in (pound) millions, except per share amounts)


                                                            FOR THE YEARS
                                           NOTE             ENDED 30 APRIL
                                           ----    -----------------------------
                                                    1998        1997     1996(1)
                                                   ------      ------    -------

Turnover..................................   2      553.1       570.7     450.9
Operating costs...........................   3     (516.0)     (525.6)   (429.4)
                                                   ------      ------    ------
Operating profit..........................   4       37.1        45.1      21.5
Profit/(loss) on fixed asset sales........   7        3.7         0.4      (2.0)
                                                   ------      ------    ------
Profit before interest and tax............   2       40.8        45.5      19.5
Interest receivable.......................            0.1         0.2       0.4
Interest payable and similar charges......   8       (5.1)       (5.1)     (2.7)
                                                   ------      ------    ------
Profit on ordinary activities before tax..   2       35.8        40.6      17.2
Tax on profit on ordinary activities......   9      (10.5)      (12.4)     (5.0)
                                                   ------      ------    ------
Profit on ordinary activities after tax...           25.3        28.2      12.2
Equity minority interests.................             -           -       (0.1)
Dividends.................................  10      (11.5)      (21.2)    (21.2)
                                                   ------      ------    ------
Retained profit/(loss) for the year.......  21       13.8         7.0      (9.1)
                                                   ======      ======    ======
Earnings per share........................  11       28.6p       31.9p     18.4p
                                                   ======      ======    ======

(1)  Includes exceptional items for reorganisation as a result of integration of
     acquisitions  (Note  4).  Pre-exceptional  items,  profit  attributable  to
     ordinary shareholders was (pound)29.3m and earnings per share was 44.4p.

There are no recognised gains or losses in any year other than the profit/(loss)
for the year.

The results above derive from continuing activities.

                                     - 6 -

<PAGE>
 
                                MATTHEW CLARK plc

                        CONSOLIDATED CASH FLOW STATEMENTS
                              (in (pound) millions)

                                                                    
                                                             FOR THE YEARS
                                               NOTE          ENDED 30 APRIL
                                               ----   -------------------------
                                                       1998      1997      1996
                                                      -----     -----     -----

Cash inflow from operating activities.......    25     49.8      52.3      29.1
                                                      -----     -----     -----
Returns on investments and servicing of 
  finance
    Interest received.......................            0.1       0.2       0.5
    Interest paid...........................           (6.1)     (5.0)     (2.7)
    Interest element of finance lease 
      rental payments.......................           (0.1)     (0.1)       - 
                                                      -----     -----     -----
                                                       (6.1)     (4.9)     (2.2)
                                                      -----     -----     -----
    Taxation paid...........................           (7.5)     (7.0)     (3.5)
                                                      -----     -----     ----- 
Capital expenditure
    Purchase of tangible fixed assets.......          (31.6)    (21.3)    (18.4)
    Receipts from sale of fixed assets......           22.2       2.6       2.4
                                                      -----     -----     ----- 
                                                       (9.4)    (18.7)    (16.0)
                                                      -----     -----     ----- 
    Acquisitions............................           (0.8)      0.3     (32.5)
                                                      -----     -----     -----
    Dividends paid..........................          (17.7)    (21.2)    (13.9)
                                                      -----     -----     ----- 
Cash inflow/(outflow) before financing......            8.3       0.8     (39.0)
                                                      -----     -----     ----- 
Financing
    Drawdown of committed loan..............           25.0      10.0      10.0 
    Repayment of other loan.................             -         -       (1.0)
    Issue of ordinary share capital.........             -        0.6       0.2
    Capital element of finance lease
      payments..............................           (0.4)     (0.2)     (0.8)
                                                      -----     -----     ----- 
                                                       24.6      10.4       8.4
                                                      -----     -----     ----- 
Increase/(decrease) in cash in the period...           32.9      11.2     (30.6)
                                                      =====     =====     ===== 
Reconciliation of net cashflow to movement
  in net debt
    Increase/(decrease) in cash in period...           32.9      11.2     (30.6)
    Cash inflow from increase in debt and 
      lease financing.......................          (25.6)     (9.8)     (8.2)
                                                      -----     -----     -----
    Change in net debt resulting from 
      cashflows.............................            7.3       1.4     (38.8)
    Loans and finance leases acquired with 
      subsidiary............................             -         -       (0.1)
                                                      -----     -----     -----
    Movement in net debt in the period......            7.3       1.4     (38.9)
    Net debt at the start of the period.....          (51.2)    (52.6)    (13.7)
                                                      -----     -----     ----- 
    Net debt at the end of the period.......          (43.9)    (51.2)    (52.6)
                                                      =====     =====     ===== 
Analysis of net debt
    Cash at bank and in hand................           17.3       5.8       4.6
    Bank loans and overdrafts...............          (60.0)    (56.4)    (56.4)
    Finance lease obligations...............           (1.2)     (0.6)     (0.8)
                                                      -----     -----     ----- 
                                                      (43.9)    (51.2)    (52.6)
                                                      =====     =====     ===== 

                                     - 7 -

<PAGE>
 
                                MATTHEW CLARK plc

                              NOTES TO THE ACCOUNTS


NOTE 1.  ACCOUNTING POLICIES
 
     The accounts have been prepared under the historical cost convention, using
the following accounting  policies,  which have been applied consistently except
as noted below under  'Goodwill',  and in compliance with applicable  accounting
standards including Financial Reporting Standard 10.

     BASIS OF CONSOLIDATION--
     The Group  accounts  consist  of a  consolidation  of the  accounts  of the
Company with those of its subsidiary undertakings. All accounts are drawn up to
30 April.  The  acquisition  method of accounting  has been adopted.  Under this
method,  the results of acquired  subsidiaries and other businesses are included
in the consolidated profit and loss account from the date when control passes.

     GOODWILL--
     During the year  Financial  Reporting  Standard 10 'Goodwill and intangible
assets' was issued and is mandatory  for periods  ending on or after 23 December
1998. The Group has chosen to adopt the requirements of this standard early. The
Group's  policy  for  acquisitions  which  occurred  prior  to the  issue of the
standard  is that  purchased  goodwill,  being the  excess of the fair  value of
consideration paid or payable over the fair value of the identifiable net assets
acquired, has been taken directly to reserves. On subsequent disposal,  goodwill
previously  taken  direct to reserves is included in  determining  the profit or
loss on disposal.  Previously,  such  goodwill was presented  separately  within
reserves  as a  'goodwill  write  off  reserve'.  This is not  permitted  by the
Standard  and,  accordingly,  goodwill  has been taken to merger  reserve to the
extent available  ((pound)309.5m)  and the balance  ((pound)52.8m)  taken to the
profit  and  loss  account  reserve.   The   comparatives   have  been  restated
accordingly.

     TURNOVER--
     Turnover  consists of the value of goods and services supplied to customers
outside the Group, including duty and excluding VAT.

     DEPRECIATION--
     Depreciation  of fixed assets is provided on the original cost of the Group
or its acquired businesses at rates calculated to write down the assets to their
estimated  residual  values on a straight  line  basis  over the total  expected
economic lives of the assets. The principal periods used are:

          Freehold buildings.......................    50 years
          Leasehold buildings......................    Length of lease
          Plant and machinery......................    8 to 25 years
          Computer equipment.......................    3 to 5 years
          Motor vehicles...........................    4 to 7 years

     Assets  in the  course  of  construction  are  not  depreciated.  They  are
transferred to the relevant  fixed asset category when they become  operational.
Freehold land is not depreciated.

                                     - 8 -

<PAGE>
 
     STOCKS--
     Stocks have been valued at the lower of cost (including  Customs and Excise
Duty  where  incurred),  determined  on a first  in  first  out  basis,  and net
realisable value. In the case of beverages  produced by the Group, cost includes
direct  materials and labour  together with  appropriate  overheads  incurred in
bringing the product to its present location and condition.

     DEFERRED TAX--
     Deferred tax is provided  using the liability  method in respect of the tax
effect  of all  timing  differences  to the  extent  that  it is  probable  that
liabilities or assets will crystallise in the future.

     FOREIGN  CURRENCY--
     Receipts  and  payments of foreign  currency  are  recorded at actual rates
obtained.  Foreign currency  balances at the year end are translated at the rate
ruling at that date. All exchange  differences are dealt with through the profit
and loss account.

     BRAND VALUATION--
     The cost of acquired  brands is capitalised  as an intangible  asset at the
time of acquisition.  No annual amortisation is provided on these assets but the
directors assess the value of the brands each year and any permanent  diminution
in value is written off to the profit and loss account.

     LEASES--
     Where the Group enters into a lease which entails taking  substantially all
the risks and  rewards  of  ownership  of an asset,  the lease is  treated  as a
'finance lease'.  The asset is recorded in the balance sheet as a tangible fixed
asset and is depreciated  over its estimated useful economic life or the term of
the lease,  whichever is shorter.  Future  instalments under such leases, net of
finance charges, are included within creditors.  Rentals payable are apportioned
between the finance  element,  which is charged to the profit and loss  account,
and the capital  element which  reduces the  outstanding  obligation  for future
instalments.  All other rentals  relating to assets held under operating  leases
are  charged to the profit  and loss  account on a straight  line basis over the
period of the lease.

     PENSION  COSTS-- 
     Pension costs for the Group's  defined  benefit pension schemes are charged
against  profits  so as to  spread  the cost of  pensions  over  the  employees'
expected working lives within the Group.

                                     - 9 -

<PAGE>
 
NOTE 2.   SEGMENTAL INFORMATION

     All turnover and profit  originates in the UK. There are no material  sales
to customers outside the UK.

<TABLE>
<CAPTION>
                                                        BRANDED DRINKS               WHOLESALE                    GROUP
                                                   ------------------------   -----------------------    ------------------------
                                                    1998     1997     1996     1998     1997     1996     1998     1997     1996
                                                   ------   ------   ------   -----    -----    -----    ------   ------   ------ 
<S>                                                <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
(in (pound) millions)
Turnover:
  Total........................................    343.5    367.0    297.0    225.2    215.1    162.5    568.7    582.1    459.5
  Less intersegmental sales....................    (15.6)   (11.4)    (8.6)      -        -        -     (15.6)   (11.4)    (8.6)
                                                   -----    -----    -----    -----    -----    -----    -----    -----    ----- 
  Sales to third parties.......................    327.9    355.6    288.4    225.2    215.1    162.5    553.1    570.7    450.9
                                                   =====    =====    =====    =====    =====    =====    =====    =====    =====

Operating profit...............................     28.7     38.1     41.2      8.4      7.0      2.7     37.1     45.1     21.5
Profit on fixed asset disposals................      3.7       -       0.7       -       0.4       -       3.7      0.4     (2.0) 
                                                   -----    -----    -----    -----    -----    -----    -----    -----    ----- 
Profit before interest and tax.................     32.4     38.1     41.9      8.4      7.4      2.7     40.8     45.5     19.5
Net interest payable...........................                                                           (5.0)    (4.9)    (2.3)
                                                                                                         -----    -----    -----
Profit before tax..............................                                                           35.8     40.6     17.2
                                                                                                         =====    =====    =====
Net assets:
  Segment net assets...........................    120.3    116.7              20.6     27.0             140.9    143.7
  Unallocated net liabilities..................                                                          (45.5)   (62.1)
                                                                                                         -----    -----
  Total net assets.............................                                                           95.4     81.6
                                                                                                         =====    =====

Unallocated assets and liabilities consist of:
  Cash at bank and in hand.....................                                                           17.3      5.8
  Pension prepayment...........................                                                           19.0     19.1
  Dividends payable............................                                                           (7.1)   (13.3)
  Finance lease liabilities and deferred                                                                  (2.8)    (2.9)
    consideration..............................
  Loans and overdrafts.........................                                                          (60.0)   (56.4)
  Provisions...................................                                                          (11.9)   (14.4)
                                                                                                         -----    -----
                                                                                                         (45.5)   (62.1)
                                                                                                         =====    =====
</TABLE>
                                     - 10 -

<PAGE>
 
NOTE 3.  OPERATING COSTS

                                              NOTE     1998     1997     1996
                                              ----    -----    -----    -----
(in (pound) millions)
Change in stocks of finished goods and 
  work in progress..........................            7.5     11.7     (1.6)
Raw materials, consummables and other
  external charges (incl. duty).............          466.2    474.6    387.6
Staff costs.................................    6      32.8     30.9     37.3
Depreciation and amounts written off 
  fixed asset investments...................   13       9.8      8.7      6.4
Royalties from overseas.....................           (0.3)    (0.3)    (0.3)
                                                      -----    -----    -----
                                                      516.0    525.6    429.4
                                                      =====    =====    =====


NOTE 4.   OPERATING PROFIT

                                                             1998   1997   1996
                                                             ----   ----   ----
(in (pound) millions)
Operating profit is stated after charging/(crediting):  
Operating lease charges:
    Plant and machinery..................................     0.4    0.4    0.5
    Other................................................     1.7    1.4    1.6
Auditors' remuneration for audit services................     0.2    0.3    0.3
Loss on disposal of fixed assets.........................     3.6    2.9    0.7
Release of amounts charged as exceptional costs in 
  prior years no longer required.........................    (1.2)    -      -
Exceptional write down of wine dispense equipment with
  customers..............................................     1.0     -      -


     Amounts payable to the auditors and their associates for non audit services
were (pound)0.1m (1997--(pound)0.1m, 1996--(pound)0.4m).

     Exceptional items in the year ended 30 April 1996 were as follows:

                                                     BRANDED
                                                     DRINKS    WHOLESALE   TOTAL
                                                    DIVISION   DIVISION    1996
                                                    --------   ---------   -----
(in (pound) millions)
Reorganisation:
  Employee severance and relocation costs........      3.7        3.6        7.3
  Stock write downs..............................      1.5        0.7        2.2
  Property, plant relocation and other costs.....      7.5        5.4       12.9
                                                      ----        ---       ----
                                                      12.7        9.7       22.4
Provision for loss on disposal of fixed assets...      2.5        0.2        2.7
                                                      ----        ---       ----
                                                      15.2        9.9       25.1
                                                      ====        ===       ====
                                     - 11 -

<PAGE>
 
     The reorganisation costs arose as a result of integration programmes within
the divisions  following  acquisition of  businesses.  The costs charged in 1996
were net of a release of provisions of (pound)2,249,000  established in 1995 and
which were no longer required.


NOTE 5.   DIRECTORS' INTERESTS

     DIRECTORS' EMOLUMENTS

<TABLE>
<CAPTION>
                                                                                    TOTAL EMOLUMENTS
                                                              CASH VALUE OF        (EXCLUDING PENSION
                                        BASIC SALARY         BENEFITS IN KIND         CONTRIBUTIONS)
                                     ------------------     ------------------     ------------------
                                     1997/98    1996/97     1997/98    1996/97     1997/98    1996/97
                                     -------    -------     -------    -------     -------    -------
<S>                                    <C>        <C>          <C>        <C>        <C>        <C>
(in (pound) thousands)
Peter Aikens....................       230        230          14         14         244        244
Hugh Etheridge..................       130        130          13         13         143        143
Peter Huntley...................       119        130          10         11         129        141
Robert MacNevin.................       128         -           18         -          146         - 
Kevin Philp.....................       100         -            6         -          106         - 
Martin Boase....................        21         21          -          -           21         21
Michael Garner..................        21         40          -          -           21         40
Graham Wilson...................        60         -           -          -           60         - 
Andrew Nash.....................        -         130          -          12          -         142
Former directors................        -          67          -           6          -          73
                                       ---        ---         ---        ---         ---        ---
                                       809        748          61         56         870        804
                                       ===        ===         ===        ===         ===        ===
</TABLE>
<TABLE>
<CAPTION>
                                                                                                         TOTAL EMOLUMENTS
                                                                          CASH VALUE                       (EXCLUDING    
                                          BONUS PAID    BONUS INVESTED    OF BENEFITS     RELOCATION        PENSION    
                          BASIC SALARY     AS CASH        IN SHARES         IN KIND       ASSISTANCE      CONTRIBUTIONS)
                          ------------    ----------    --------------    -----------     ----------     ----------------
                            1995/96        1995/96         1995/96          1995/96         1995/96          1995/96           
                            -------        -------         -------          -------         -------          -------     
<S>                           <C>            <C>             <C>               <C>            <C>             <C>
(in (pound) thousands)
Peter Aikens............      151             62             120                8             431               772
Hugh Etheridge..........       87             35              70               13              -                205
Peter Huntley...........       87             35              70               11              -                203
Martin Boase............       10             -               -                -               -                 10
Michael Garner..........       10             -               -                -               -                 10
Michael Cottrell........       70             26              -                 6              -                102
Andrew Nash.............       50             20              79                3              -                152
Alan Dean...............       20             -               -                -               -                 20
David Fisher............       47             -               -                 3              -                 50
Robin Manners...........       20             -               -                -               -                 20
                              ---            ---             ---              ---             ---             -----
                              552            178             339               44             431             1,544
                              ===            ===             ===              ===             ===             =====
</TABLE>
                                     - 12 -

<PAGE>
 
     On 19 March 1998 the sum of (pound)110,000 was paid to Peter Huntley by way
of compensation  for the  termination of his employment with the Company.  On 12
May 1997 the sum of  (pound)177,630  was paid to Andrew Nash (a former director)
by way of compensation for the termination of his employment with the Company.


     DIRECTORS' PENSION CONTRIBUTIONS

     Directors who were members of the Matthew Clark Executive  Pension Plan had
benefits as follows:

                                        HUGH       MICHAEL     ROBERT      KEVIN
                                     ETHERIDGE    COTTRELL    MACNEVIN     PHILP
                                     ---------    --------    --------    ------
(in (pound))
Increase in accrued pension             
  during 1996/97 ((pound)p.a.)......    2,767       1,812        -          - 
Transfer value of the increase......   26,242      25,363        -          - 
Contributions by individual 
  director..........................    4,200       3,875        -          - 
Increase attributable to Company....   22,042      21,488        -          - 
Accumulated accrued pension            
  at 30 April 1997..................   17,026      13,671        -          - 
Increase in accrued pension during      
  1997/98 ((pound)p.a.).............    3,036        -          2,920      1,585
Transfer value of the increase......   35,000        -         24,056     13,618
Contributions by individual
  director..........................    4,200        -          4,200      4,908
Increase attributable to Company....   30,800        -         19,856      8,710
Accumulated accrued pension            
  at 30 April 1998..................   20,672        -          2,920     32,463



     Contributions  to  Personal  Pension  schemes in 1997/98  and  1996/97  and
Pension schemes in 1995/96 were as follows:

                                            1997/98     1996/97     1995/96
                                            -------     -------     -------
       (in (pound) thousands)
       Peter Aikens .................          83          83          42
       Peter Huntley ................          35          37          18
       Andrew Nash ..................          -           39          14
       Hugh Etheridge ...............          13          14          18
       Robert MacNevin ..............          10          -           - 
       Michael Cottrell .............          -           -           12

     Contributions  in respect of Peter  Aikens,  Andrew Nash and Peter  Huntley
were to their  respective  personal  pension  plans up to the maximum  permitted
under Inland Revenue  rules.  The element of  contributions  in excess of Inland
Revenue rules is paid into a Funded Unapproved Retirement Benefit Scheme for the
benefit of each individual.

                                     - 13 -

<PAGE>
 
     DIRECTORS' BENEFICIAL INTEREST IN SHARES

                                         30 APRIL 1998     1 MAY 1997
                                         -------------     ----------
     Peter Aikens ...................        79,467*         71,267
     Hugh Etheridge .................        31,591*         28,891
     Peter Huntley ..................          -             29,391
     Robert MacNevin ................          -               - 
     Kevin Philp ....................         5,000           5,000
     Martin Boase ...................        10,000          10,000
     Michael Garner .................        10,000          10,000
     Graham Wilson ..................        10,000          10,000
     
     *    Note:  A number of these shares were  purchased  from bonus paid under
          the Capital  Incentive  Scheme which  imposes a minimum  period before
          such shares may be sold. Details are provided below:
 
                                      SHARES TO BE HELD    SHARES TO BE HELD
                                         UNTIL 1998           UNTIL 1999
                                      -----------------    -----------------
            Peter Aikens...........         8,227                9,715
            Hugh Etheridge.........         4,775                5,675

     There were no changes between 30 April 1998 and 6 July 1998.


     DIRECTORS' SHARE OPTIONS

                                                             DATE FROM
                                                 EXERCISE      WHICH      EXPIRY
                    1 MAY 1997   30 APRIL 1998    PRICE     EXERCISABLE    DATE
                    ----------   -------------   --------   -----------   ------
                                                 
                                               
Peter Aikens......     52,652        52,652        331p        1996        2003
                       24,723        24,723        566p        1997        2004
                       56,811        56,811        561p        1997        2004
                       59,000        59,000        662p        1998        2005
                      -------       -------
                      193,186       193,186
                      =======       =======

Hugh Etheridge....     24,723        24,723        566p        1997        2004
                       18,937        18,937        561p        1997        2004
                       33,000        33,000        662p        1998        2005
                      -------       -------
                       76,660        76,660
                      =======       =======

Robert MacNevin...       -           40,000        247.5p      2000        2007
                      =======       =======

Kevin Philip......     21,041        21,041        566p        1997        2004
                       10,521        10,521        523p        1997        2004
                       10,000        10,000        555p        1998        2005
                        2,000         2,000        662p        1998        2005
                        2,000         2,000        680p        1999        2005
                         -           60,000        247.5p      2000        2007
                      -------       -------
                       45,562       105,562
                      =======       =======
                                     - 14 -

<PAGE>
 
     At 30 April 1998,  the  Company's  share price was 201.5p.  The highest and
lowest  share  prices  during  the year were  277.5p and  162.5p,  respectively.
Exercise of the above options was not conditional upon any performance criteria.

     All options were granted for nil consideration.


NOTE 6.   STAFF NUMBERS AND COSTS

     The average number of people  employed by the Group,  including  directors,
within each category of activity was:

                                                     1998      1997      1996
                                                    -----     -----     -----
(number of people)
Production staff................................      471       516       513
Sales, marketing and distribution staff.........      883       792       663
Administration staff............................      268       270       276
                                                    -----     -----     -----
                                                    1,622     1,578     1,452
                                                    =====     =====     =====


     The aggregate payroll costs of these persons were as follows:

                                                     1998      1997      1996
                                                     ----      ----      ----
(in (pound) millions)
Wages and salaries .............................     30.2      28.6      27.3
Social security costs ..........................      2.4       2.4       2.4
Other pension costs ............................      0.2      (0.1)      0.3
                                                     ----      ----      ----
                                                     32.8      30.9      30.0
                                                     ====      ====      ====


NOTE 7.   PROFIT/(LOSS) ON FIXED ASSET SALES

     The profit/(loss) on fixed asset sales comprises:

                                                          1998    1997    1996
                                                          ----    ----    ----
(in (pound) millions)
Profit on property sales...............................    4.2     0.4      -
Provision for loss on plant and machinery sales........   (0.5)     -     (2.0) 
                                                          ----    ----    ----
                                                           3.7     0.4    (2.0)
                                                          ====    ====    ====

     The tax charge for 1998 includes (pound)1.2m in respect of property sales.

                                     - 15 -

<PAGE>
 
NOTE 8.   INTEREST PAYABLE AND SIMILAR CHARGES

                                                         1998     1997     1996
                                                         ----     ----     ----
(in (pound) millions)
Bank interest and interest on loans repayable
  within 5 years....................................      5.0      4.9      2.5
Finance charges on finance leases...................      0.1      0.1      0.1
Other...............................................       -       0.1      0.1
                                                         ----     ----     ----
                                                          5.1      5.1      2.7
                                                         ====     ====     ====

     In addition interest capitalised into tangible fixed assets during the year
was (pound)0.6m (1997--(pound)nil, 1996--(pound)nil).


NOTE 9.   TAX ON PROFIT ON ORDINARY ACTIVITIES

                                                          1998    1997    1996
                                                          ----    ----    ----
(in (pound) millions)
The charge in the profit and loss account consists of:
  Corporation tax at 31% (1997--33%, 1996--33%) ......    14.9     7.6     1.8
  Deferred tax--effect of change in rate from
    33% to 30% .......................................    (0.9)     -       -
  Deferred tax--other ................................    (3.5)    4.8     3.2
                                                          ----    ----    ----
                                                          10.5    12.4     5.0
                                                          ====    ====    ====


                                                          1998    1997
                                                          ----    ----
(in (pound) millions)
The deferred tax provision/(asset) represents:
  Excess of capital allowances over depreciation .....    (1.4)    6.6
  Unutilised losses ..................................      -     (1.3)
  Pensions timing differences ........................     5.7     6.3
  Other timing differences ...........................    (0.7)   (3.6)
  Offset of ACT recoverable ..........................      -     (4.8)
                                                          ----    ----  
                                                           3.6     3.2
                                                          ====    ====

     The tax effect of exceptional  items for the year ended 30 April 1996 was a
credit of  (pound)7.9m,  which included a credit of (pound)0.8m  attributable to
the provision for loss on fixed asset disposals.

                                     - 16 -

<PAGE>
 
     Full  provision  has been made for  deferred  tax except for a deferred tax
asset of  (pound)0.1m  (1997--(pound)0.2m)  on the excess of capital  allowances
over depreciation.

                                                                  1998    1997
                                                                  ----    ----
(in (pound) millions)
Deferred tax
  At the beginning of the year................................     3.2    (0.4)
  ACT and losses transferred to/(from) corporation tax........     4.8    (2.9)
  Adjustment to fair value....................................      -      1.7
  Deferred tax (credit)/charge to profit and loss account.....    (4.4)    4.8
                                                                  ----    ----
  At the end of the year......................................     3.6     3.2
                                                                  ====    ====


NOTE 10.   DIVIDENDS

                                  1998    1997    1996 
                                  PENCE   PENCE   PENCE   1998    1997    1996  
                                   PER     PER     PER   (pound) (pound) (pound)
                                  SHARE   SHARE   SHARE     m       m       m
                                  -----   -----   -----   -----   -----   -----
Dividends paid or proposed:
Ordinary shares
  Interim dividend paid of......    5.0    9.0     9.0     4.4     7.9     7.9
  Proposed final dividend of....    8.0   15.0    15.0     7.1    13.3    13.3
                                  -----   ----    ----    ----    ----    ----
Total...........................   13.0   24.0    24.0    11.5    21.2    21.2
                                  =====   ====    ====    ====    ====    ====
Gross equivalent per share......  16.25   30.0    30.0
                                  =====   ====    ====


NOTE 11.   EARNINGS PER SHARE

     The  calculation of earnings per share is based on a profit of (pound)25.3m
(1997--(pound)28.2m, 1996--(pound)12.1m) and 88,520,498 shares (1997--88,469,740
shares,  1996--66,023,926 shares), being the weighted average number in issue. A
fully diluted  earnings per share figure based on share options  outstanding  is
not provided as the effect on earnings per share is not material.


NOTE 12.   INTANGIBLE ASSETS

                                                                   GROUP
                                                                   -----
     (in (pound) millions)
     Cost and net book value of Strathmore brand
       At 30 April 1998, 30 April 1997 and 30 April 1996 .......    9.7
                                                                    ===

                                     - 17 -
<PAGE>
 
NOTE 13.   TANGIBLE ASSETS

<TABLE>
<CAPTION>
                                   LAND AND BUILDING            
                            --------------------------------
                                                                                PLANT      FIXTURES,  
                                                                  ASSETS      MACHINERY    FITTINGS,    
                                         LONG        SHORT         UNDER         AND       TOOLS AND  
         GROUP              FREEHOLD   LEASEHOLD   LEASEHOLD   CONSTRUCTION    VEHICLES    EQUIPMENT    TOTAL
- ------------------------    --------   ---------   ---------   ------------    --------    ---------    -----
<S>                          <C>         <C>         <C>          <C>           <C>          <C>        <C>
(in (pound) millions)                                    
Cost
  At 30 April 1996 .....      28.5        2.0         0.9           5.2         101.0        11.9       149.5
  Additions ............       0.5         -          0.1           9.7          13.3         1.6        25.2
  Reclassifications ....       1.4         -           -          (10.2)          8.5         0.3          -
  Disposals ............      (1.3)        -         (0.1)           -          (12.5)       (2.1)      (16.0)
                              ----       ----        ----          ----         -----        ----       -----
  At 30 April 1997 .....      29.1        2.0         0.9           4.7         110.3        11.7       158.7
  Additions ............       1.2        0.7         0.3          14.2          12.2         2.5        31.1
  Reclassifications ....      16.1       (0.1)         -          (18.3)          1.7         0.6          -
  Disposals ............     (22.2)      (1.3)         -             -           (8.9)       (2.8)      (35.2)
                              ----       ----        ----          ----         -----        ----       -----
  At 30 April 1998 .....      24.2        1.3         1.2           0.6         115.3        12.0       154.6
                              ====       ====        ====          ====         =====        ====       =====
Depreciation 
  At 30 April 1996 .....       7.2        0.7         0.1            -           45.6         8.7        62.3
  Charged in the year...       0.4         -          0.1            -            7.0         1.2         8.7
  Disposals ............        -          -           -             -           (8.8)       (2.1)      (10.9)
                              ----       ----        ----          ----         -----        ----       -----
  At 30 April 1997 .....       7.6        0.7         0.2            -           43.8         7.8        60.1
  Charged in the year...       0.4         -           -             -            8.2         1.2         9.8
  Disposals ............      (5.2)      (0.4)         -             -           (4.2)       (2.6)      (12.4)
                              ----       ----        ----          ----         -----        ----       -----
  At 30 April 1998 .....       2.8        0.3         0.2            -           47.8         6.4        57.5
                              ====       ====        ====          ====         =====        ====       =====
Net book amounts:
  At 30 April 1996 .....      21.3        1.3         0.8           5.2          55.4         3.2        87.2
                              ====       ====        ====          ====         =====        ====       =====
  At 30 April 1997 .....      21.5        1.3         0.7           4.7          66.5         3.9        98.6
                              ====       ====        ====          ====         =====        ====       =====
  At 30 April 1998 .....      21.4        1.0         1.0           0.6          67.5         5.6        97.1
                              ====       ====        ====          ====         =====        ====       =====
</TABLE>

     Included within the depreciation charge for 1998 for plant machinery and
vehicles of (pound)8.2m is an exceptional write down of (pound)1.0m of wine
dispensing equipment with customers.

     The net book value of assets held under finance leases within plant
machinery and vehicles as at 30 April 1998 was (pound)1.1m (1997--(pound)0.9m,
1996--(pound)1.4m). Depreciation on assets held under finance leases during the
year ended 30 April 1998 was (pound)0.2m (1997--(pound)0.4m, 1996--(pound)0.4m).
Freehold land and buildings includes (pound)4.6m (1997--(pound)4.6m, 1996--
(pound)5.9m) in respect of land.

                                     - 18 -
<PAGE>
 
NOTE 14.   STOCKS

                                                                1998     1997
                                                                ----     ----
           (in (pound) millions)                         
           Raw materials and consummables .........              8.7      5.9
           Work in progress .......................              7.3      9.7
           Finished goods for resale ..............             28.6     33.7
                                                                ----     ----
                                                                44.6     49.3
                                                                ====     ====
                                                            
NOTE 15.  DEBTORS                                           
                                                                1998      1997
                                                               -----     -----
(in (pound) millions)                                      
Amounts falling due within one year:                       
  Trade debtors.......................................          83.3      91.2
  ACT recoverable.....................................             -       1.7
  Other debtors.......................................           6.4       4.9
  Prepayments and accrued income......................           5.1       3.5
                                                               -----     -----
                                                                94.8     101.3
                                                               =====     =====
Amounts falling due after more than one year:              
  ACT recoverable.....................................           1.9       3.3
  Pension prepayment..................................          19.0      19.1
                                                               -----     -----
                                                                20.9      22.4
                                                               -----     -----
                                                               115.7     123.7
                                                               =====     =====


NOTE 16.  CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

                                                                  1998    1997
                                                                  ----    ----
(in (pound) millions)
Trade and other creditors
  Trade creditors.............................................    52.0    52.8
  Corporation tax.............................................     4.7     2.9
  Other tax, including social security and ACT payable........    10.4    12.3
  Finance lease obligations less than one year (note 17)......     0.4     0.4
  Other creditors, including deferred duty....................    11.0    12.5
  Accruals and deferred income................................    26.7    35.4
                                                                 -----   -----
                                                                 105.2   116.3
                                                                 =====   =====

                                     - 19 -
<PAGE>
 
NOTE 17.  CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

                                                          1998    1997
                                                          ----    ----
         (in (pound) millions)
         Bank loans and overdrafts (unsecured) .......    60.0      -
         Obligations under finance leases ............     0.8     0.2
         Deferred purchase consideration .............     0.4     1.7
                                                          ----    ----
                                                          61.2     1.9
                                                          ====    ====

     The deferred  purchase  consideration of (pound)0.4m in the current year is
in addition to (pound)1.2m (1997--(pound)0.6m, 1996--(pound)nil) included within
other  creditors  due in less than one year and relates to the  acquisitions  of
Dunn & Moore and  Liddingtons  and is  related  to future  profits.  The  amount
provided  represents both the current best estimate of the amount payable in due
course, and the maximum amount payable.

     The maturity of net  obligations  under  finance  leases and hire  purchase
contracts is as follows:

                                                    1998    1997
                                                    ----    ----
            (in (pound) millions)
            Within one year .....................    0.4     0.4
            In the second to fifth years ........    0.4     0.2
            Over five years .....................    0.4      -
                                                     ---     ---
                                                     1.2     0.6
                                                     ===     ===


NOTE 18.   PROVISIONS FOR LIABILITIES AND CHARGES

                                                       1998     1997
                                                       ----     ----
        (in (pound) millions)
        Deferred tax (see note 9) ................      3.6      3.2
        Provisions ...............................     11.9     14.4
                                                       ----     ----
                                                       15.5     17.6
                                                       ====     ====
        Provisions:
          At the beginning of the year ...........     14.4     17.5
          Transfer to creditors ..................       -      (0.4)
          Release to profit and loss account
            within exceptional item ..............     (1.0)      -
          Used during the year ...................     (1.5)    (2.3)
          Released to goodwill ...................       -      (0.4)
                                                       ----     ----
          At the end of the year .................     11.9     14.4
                                                       ====     ====

     Provisions primarily relate to surplus property costs.

                                     - 20 -

<PAGE>
 
     The Group has a number of freehold and leasehold properties which are
surplus to operational requirements. Provision has been made for future fixed
costs associated with these properties for the period up to their expected
disposal. To the extent that these properties are disposed of earlier than
anticipated a benefit will arise; conversely if the properties are not disposed
of within the anticipated period a contingent liability exists for the ongoing
fixed costs.


NOTE 19.   SHARE CAPITAL

<TABLE>
<CAPTION>
                                                             4.9 PER CENT
                                                              CUMULATIVE 
                                                              REDEEMABLE               
                                                           PREFERENCE SHARES         ORDINARY SHARES
                                                           OF (pound)1 EACH            OF 25p EACH            TOTAL
                                                           -----------------     -----------------------     --------
                                                           NUMBER   (pound)m       NUMBER       (pound)m     (pound)m
                                                           -------  --------     -----------    --------     --------
<S>                                                        <C>         <C>       <C>              <C>          <C>
Authorised:
  Beginning and end of the year.......................     260,000     0.3       117,920,000      29.5         29.8
Allocated, called up and fully paid
  In issue at the beginning and end of the year.......        -         -         88,520,498      22.1         22.1

</TABLE>

     During the year no ordinary shares were issued under the share option
schemes (1997--217,240 shares were issued for a total consideration of
(pound)0.6m, 1996--64,270 shares for (pound)0.2m). In 1996 42.4m shares were
issued for a non cash consideration of (pound)267.6m.


NOTE 20.   SHARE OPTIONS

     SAVINGS RELATED SHARE OPTION SCHEME: Employees and directors in the UK with
a minimum of two years' service were entitled to apply for options to acquire
ordinary shares at 100% (1997--100%) of the average of the middle market price
on the three dealing days immediately preceding the date of the invitation.

     At 30 April 1998 options granted and outstanding under employee share
schemes amounted to 458,102 ordinary shares. These options are exercisable at
varying dates up to 2002 at prices ranging from (pound)2.92 to (pound)5.26 per
share. During the year the Company issued no ordinary shares under the employee
share schemes.

     EXECUTIVE SHARE OPTION SCHEME: Under the Company's executive scheme the
board may offer options to executives, whose performance contributes
significantly to the Company's results, at the middle market price on the
dealing day immediately preceding the date of the grant of the option.

                                     - 21 -

<PAGE>
 
     At 30 April 1998 options exercisable were as follows:

                                                       PRICE PER    NUMBER OF
  OPTIONS EXERCISABLE BETWEEN:                           SHARE        SHARES
  ----------------------------                         ---------    ---------
  15 March 1992 and 14 March 1999 ..................     338p          1,300
  22 June 1996 and 21 June 2003 ....................     331p         65,652
  20 January 1997 and 19 January 2004 ..............     566p        123,089
  11 July 1997 and 10 July 2004 ....................     523p         50,497
  17 October 1997 and 16 October 2004 ..............     561p         93,633
  16 January 1998 and 15 January 2005 ..............     555p         61,000
  20 July 1998 and 19 July 2005 ....................     628p         13,000
  10 November 1998 and 9 November 2005 .............     662p        106,000
  16 January 1999 and 15 January 2006 ..............     680p         43,000
  28 January 2000 and 27 January 2007 ..............     296.5p      203,000
  25 July 2000 and 24 July 2007 ....................     247.5p      580,000
  8 January 2001 and 7 January 2008 ................     163p        225,000

     During the year the Company  issued no ordinary  shares under the executive
share option schemes.


NOTE 21.   RESERVES

<TABLE>
<CAPTION>
                                                               CAPITAL                GOODWILL     PROFIT AND
                                                   SHARE     REDEMPTION    MERGER     WRITE-OFF       LOSS
                                                  PREMIUM      RESERVE     RESERVE     RESERVE       ACCOUNT
                                                  -------    ----------    -------     -------       -------
<S>                                                <C>           <C>       <C>         <C>           <C>
(in (pound) millions)
At 30 April 1996 as previously stated ........     104.9         0.1        309.5      (364.4)        (0.3)
Prior year adjustments (note 1 (Goodwill))....        -           -        (309.5)      364.4        (54.9)
                                                   -----        ----        -----       -----         ----
At 30 April 1996 as restated .................     104.9         0.1           -           -         (55.2)
Shares issued ................................       0.6          -            -           -           -
Goodwill arising on acquisitions .............        -           -            -           -           2.1
Retained profit for the year .................        -           -            -           -           7.0
                                                   -----        ----        -----       -----         ----
At 30 April 1997 as restated .................     105.5         0.1           -           -         (46.1)
Retained profit for the year .................        -           -            -           -          13.8
                                                   -----        ----        -----       -----         ----
At 30 April 1998 .............................     105.5         0.1           -           -         (32.3)
                                                   =====        ====        =====       =====         ====
</TABLE>

     The Cumulative amount of goodwill written off to reserves is (pound)362.3m
(1997--(pound)362.3m, 1996--(pound)364.4m).

                                     - 22 -

<PAGE>
 
NOTE 22.   RECONCILIATIONS OF MOVEMENTS IN SHAREHOLDERS' FUNDS


                                                         1998     1997     1996
                                                        ------   ------   ------
(in (pound) millions)
Opening shareholders' funds..........................    81.6     71.9     79.6
                                                        ------   ------   ------
Profit for the year..................................    25.3     28.2     12.1
Dividends paid and proposed..........................   (11.5)   (21.2)   (21.2)
                                                        ------   ------   ------
Retained profit/(loss) for the year..................    13.8      7.0     (9.1)
New share capital subscribed.........................      -       0.6    267.9
Goodwill adjustment..................................      -       2.1   (266.5)
                                                        ------   ------   ------
Net addition/(reduction) to the shareholders' funds..    13.8      9.7     (7.7)
                                                        ------   ------   ------
Closing shareholders' funds..........................    95.4     81.6     71.9
                                                        ======   ======   ======


NOTE 23.   FINANCIAL AND CAPITAL COMMITMENTS

                                                             1998    1997
                                                             ----    ----
    (in (pound) millions)
    Contracted commitments for capital expenditure.......     2.2    11.8
                                                             ====    ====


                                                1998                1997
                                         -----------------   -----------------
                                          LAND &               LAND &
                                         BUILDINGS   OTHER   BUILDINGS   OTHER
                                         ---------   -----   ---------   -----
(in (pound) millions)
Annual commitments under operating 
  leases which expire:
    Within one year...................       -         -        0.1       0.1
    In the second to fifth years 
      inclusive.......................      0.1       0.6        -        0.1
    Over five years...................      2.9        -        2.3       0.3
                                            ---       ---       ---       ---
                                            3.0       0.6       2.4       0.5
                                            ===       ===       ===       ===

     The Group had (pound)9.8m  (1997--(pound)5.0m) of commitments under forward
currency contracts at 30 April 1998.


NOTE 24.   PENSIONS

     The Company and its subsidiaries currently operate two Pension Plans, the
Matthew Clark Group Pension Plan and the Matthew Clark Executive Pension Plan.
These Plans are of the defined benefit type with assets held in Trustee
administered funds separate from the Company's finances. In addition, a further
Plan was acquired with the acquisition of Taunton Cider. This scheme was merged
with the Matthew Clark Group Pension Plan on 1 April 1997.

                                     - 23 -

<PAGE>
 
     Actuarial valuations of the Matthew Clark Group Pension Plan have been
carried out by independent actuaries as at 1 January 1996. The funding level of
the combined Plans on the assumptions stated below as at 1 January 1996 was
141%. The combined market value of the assets at 1 January 1996 was
approximately (pound)92m. The pension cost is assessed in accordance with a
qualified actuary's advice. The Actuary has considered the long-term effects of
the removal of ACT relief for pension funds on the level of funding of the
Plans. The increase in the pension expense is not significant.

     The assumptions adopted for the purposes of SSAP 24 were as follows:

                 Long-term investment return ........   9.00%
                 Salary escalation ..................   6.00%

     Pension increases were allowed for in accordance with the Rules of the Plan
and the past practice of granting discretionary increases. Assets were taken
into account at 94.6% of their market value.

     On a discontinuance of either of the Plans, the market value of the assets
exceeded the cost of securing the liabilities at the appropriate valuation date,
assuming that cash equivalent transfer values were paid in respect of active or
deferred members.


NOTE 25.   RECONCILIATION OF OPERATING PROFIT TO OPERATING CASHFLOWS

                                                       1998     1997     1996
                                                      ------   ------   ------
(in (pound) millions)
Operating profit...................................    37.1     45.1     21.5
Exceptional charges................................      -        -      22.4
Depreciation charges...............................     9.8      8.7      6.4
Loss on disposal and write-off of tangible 
  fixed assets.....................................     3.6      2.9      0.7
Cashflow relating to previous year's 
  restructuring provisions.........................    (4.5)   (11.2)   (15.8)
Decrease/(increase) in stocks......................     4.7     11.7     (0.1)
Decrease/(increase) in debtors.....................     5.4     13.6     (7.3) 
(Decrease)/increase in creditors and provisions....    (6.3)   (18.5)     1.3
                                                      ------   ------   ------
Net cash inflow from operating activities..........    49.8     52.3     29.1
                                                      ======   ======   ======


NOTE 26.  SUMMARY OF  SIGNIFICANT  DIFFERENCES  BETWEEN  UNITED KINGDOM (UK) AND
          UNITED STATES OF AMERICA (US) GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
          (GAAP)

The Group's consolidated financial statements are prepared in conformity with
generally accepted accounting principles applicable in the United Kingdom (UK
GAAP), which differ in certain significant respects from those applicable in the
United States of America (US GAAP). These differences together with the
approximate effects of the adjustments on net profit and equity shareholders'
funds, relate principally to the items set out below:

(a)  GOODWILL:  During 1998 the Group adopted Financial Reporting Standard 10
     'Goodwill and intangible assets'. The Group's policy for acquisitions which
     occurred prior to the issue of the standard is that purchased goodwill,

                                     - 24 -

<PAGE>
 
     being the excess of the fair value of consideration paid or payable over
     the fair value of the identifiable net assets acquired, has been taken
     directly to reserves. On subsequent disposal, goodwill previously taken
     direct to reserves is included in determining the profit and loss on
     disposal. Previously such goodwill was presented separately within reserves
     as a 'goodwill write off reserve'. This is not permitted by the Standard
     and, accordingly, goodwill has been taken to merger reserve to the extent
     available and the balance taken to the profit and loss account. Under US
     GAAP, these intangible assets would be capitalised in the balance sheet and
     amortised through the statement of income over a period not exceeding 40
     years.

     For the purposes of calculating the effect of capitalising the goodwill on
     the balance sheet and amortising the goodwill and brands through the
     statement of income, a life of 40 years has generally been assumed.
     However, under UK GAAP, the value of the brands, goodwill and other
     intangibles is reviewed annually by reference to historic and forecast
     contributions to operating income and an additional charge to the statement
     of income is made where a permanent diminution in net book value is
     identified.

(b)  BRANDS: Significant owned brands by the Group are capitalised as intangible
     assets at the time of acquisition. The Group does not provide amortisation
     on these assets. Under US GAAP, these would be amortised through the
     statement of income over a period not exceeding 40 years.

(c)  ACQUISITION  ACCOUNTING:  Prior to the adoption of Financial Reporting
     Standard 7, 'Fair values in acquisition accounting', the Group provided for
     certain costs as part of the purchase accounting adjustments on acquisition
     which under US GAAP would be included in the statement of income when those
     costs were incurred. Examples of such items include certain costs in
     respect of salaries of individuals made redundant, the closure of certain
     of the Group's existing operations and the rectification of inadequate
     operating systems.

     With effect from 30 April 1995, the Group adopted Financial Reporting
     Standard 7. This new standard sets out rules for accounting for
     acquisitions in consolidated financial statements resulting in a change in
     the difference between UK and US GAAP. US GAAP remained unchanged. The fair
     value balance sheet of an acquired company cannot include provisions for
     integration and reorganisation costs set up by the acquiring company. In
     compliance with the standard, comparative figures were not restated. Under
     US GAAP, certain integration and reorganisation costs may be considered
     liabilities assumed and included in the allocation of the acquisition cost.

(d)  RESTRUCTURING  AND  INTEGRATION  COSTS:  Under UK GAAP, when a decision has
     been taken to restructure part of the Group's business, provisions are made
     for the impairment of asset values together with severance and other costs.
     US GAAP requires a number of specific criteria to be met before such costs
     can be recognised as an expense. Among these is the requirement that all
     the significant actions arising from a restructuring and integration plan
     and their expected completion dates must be identified by the balance sheet
     date. US GAAP also requires recognition of the estimated net present value
     of future net lease obligations of vacant properties.

(e)  PENSIONS:  The Group accounts for the costs of pensions under the rules set
     out in UK accounting standards. US GAAP is more prescriptive in respect of
     actuarial assumptions and the allocation of costs to accounting periods.


                                     - 25 -
<PAGE>
 
(f)  LEASES:  Under UK GAAP, provided certain conditions are met, it may be
     permissible to recognise any profit arising on the sale and leaseback, as
     an operating lease, of an asset. Under US GAAP, the gain or loss is
     deferred and amortised in proportion to the rental payments due over the
     term of the lease.

(g)  DEFERRED TAXATION: UK GAAP requires that no provision for deferred taxation
     should be made if there is reasonable evidence that such taxation will not
     be payable within the foreseeable future and that deferred tax assets
     should only be recognised if the realisation of such assets can be assessed
     with reasonable certainty. US GAAP requires full provision for deferred
     taxation liabilities, and permits deferred tax assets to be recognised if
     their realisation is considered to be more likely than not.

(h)  STATEMENT OF CASH FLOWS: Under UK GAAP, cash flows are presented separately
     for operating activities, returns on investments and servicing of finance,
     taxation paid, capital expenditure, acquisitions, dividends paid, and
     financing activities. Under US GAAP, cash flows are reported as operating
     activities, investing activities, and financing activities. Cash flows from
     taxation and returns on investments and servicing of finance would, with
     the exception of ordinary dividends paid, be included as operating
     activities. The payment of dividends would be included under financing
     activities.

     Under UK GAAP, cash includes bank overdrafts repayable on demand. Under US
     GAAP, cash flows in respect of overdrafts are included under financing
     activities.

(i)  EARNINGS PER ORDINARY SHARE: Under UK and US GAAP, basic earnings per share
     is computed using the weighted average number of ordinary shares in issue
     during the year. US GAAP also requires the computation of diluted earnings
     per share which includes the effect of potential common stock under the
     treasury stock method.

(j)  ORDINARY  DIVIDENDS:  Under UK GAAP,  the proposed dividends on ordinary
     shares, as recommended by the directors, are deducted from shareholders'
     equity and shown as a liability in the balance sheet at the end of the
     period to which they relate. Under US GAAP, such dividends are only
     deducted from shareholders' equity at the date of declaration of the
     dividend.

Set out below is a summary combined statement of cash flows under US GAAP.

                                                  30 April 1998    30 April 1997
                                                  -------------    -------------
(in (pound) millions)
Net cash provided by operating activities              36.2             40.4
Net cash used in investing activities                 (10.2)           (18.4)
Net cash used in financing activities                 (14.5)           (20.8)
                                                      -----            ----- 
Net increase in cash under US GAAP                     11.5              1.2
                                                      =====            ===== 

                                     - 26 -

<PAGE>
 
The following is a summary of the material adjustments to net income and
shareholders' equity which would have been required if US GAAP had been applied
instead of UK GAAP:


                                                             1998        1997
                                                            -----       -----
(in (pound) millions)
NET INCOME - UK GAAP AFTER EXCEPTIONAL ITEMS                 25.3        28.2
                                                            -----       -----
ADJUSTMENTS TO CONFORM WITH US GAAP
- - Amortisation of goodwill and intangibles                   (9.1)       (9.1)
- - Restructuring costs                                        (1.4)       (1.7)
- - Pension expense                                             0.1         0.7
- - Sale and leaseback                                         (3.7)         -
- - Deferred tax on US GAAP adjustments                         1.5         0.3
                                                            -----       -----
Total US GAAP adjustments                                   (12.6)       (9.8)
                                                            -----       -----
NET INCOME - US GAAP                                         12.7        18.4
                                                            =====       =====

                                                            Pence       Pence
                                                            -----       -----
Basic earnings per Ordinary Share in accordance 
  with US GAAP                                               14.3        20.8
Diluted earnings per Ordinary Share in accordance 
  with US GAAP                                               14.3        20.8




                                                             1998        1997
                                                            -----       -----
(in (pound) millions)
SHAREHOLDERS' EQUITY, AS SHOWN IN THE GROUP BALANCE 
  SHEETS - UK GAAP                                           95.4        81.6
                                                            -----       -----
ADJUSTMENTS TO CONFORM WITH US GAAP
- - Goodwill and intangibles                                  322.8       331.9
- - Restructuring provisions                                    5.0         6.4
- - Pension expense                                             2.5         2.4
- - Sale and leaseback                                         (3.7)         -
- - Deferred taxation on US GAAP adjustments                    0.4        (1.2)
- - Dividends                                                   7.1        13.3
                                                            -----       -----
Total US GAAP adjustments                                   334.1       352.8
                                                            -----       -----
TOTAL SHAREHOLDERS' EQUITY IN ACCORDANCE WITH US GAAP       429.5       434.4
                                                            =====       =====

                                     - 27 -

<PAGE>
 
                               MATTHEW CLARK plc
 
                                 BALANCE SHEETS
                             (in (pound) millions)
                                  (unaudited)
 
<TABLE>
<CAPTION>
                                                                  31 October
                                                                 --------------
                                                                  1998    1997
                                                                 ------  ------
<S>                                                              <C>     <C>
Fixed assets
  Intangible assets.............................................    9.7     9.7
  Tangible assets...............................................   90.5   107.6
                                                                 ------  ------
                                                                  100.2   117.3
                                                                 ------  ------
Current assets
  Stocks........................................................   56.4    55.8
  Debtors.......................................................  116.2   127.0
  Cash at bank and in hand......................................    7.2    16.3
                                                                 ------  ------
                                                                  179.8   199.1
                                                                 ------  ------
Creditors: amounts falling due within one year
  Trade and other creditors..................................... (110.9) (119.6)
  Proposed dividend.............................................    --     (4.4)
                                                                 ------  ------
                                                                 (110.9) (124.0)
                                                                 ------  ------
Net current assets
  Amounts due within one year...................................   49.7    56.1
  Debtors due after more than one year..........................   19.2    19.0
                                                                 ------  ------
                                                                   68.9    75.1
                                                                 ------  ------
Total assets less current liabilities...........................  169.1   192.4
Creditors: amounts falling due after more than one year.........  (60.9)  (86.0)
Provisions for liabilities and charges..........................  (11.0)  (16.6)
                                                                 ------  ------
  Net assets....................................................   97.2    89.8
                                                                 ======  ======
Capital and reserves
  Called up share capital.......................................   22.1    22.1
  Share premium account.........................................  105.5   105.5
  Capital redemption reserve....................................    0.1     0.1
  Profit and loss account.......................................  (30.5)  (37.9)
                                                                 ------  ------
Equity shareholders' funds......................................   97.2    89.8
                                                                 ======  ======
</TABLE>
- --------
The interim results for the six month periods ended 31 October 1998 and 1997
are based on the unaudited historic cost results.
 
 
                                      28
<PAGE>
 
                               MATTHEW CLARK plc
 
                     CONSOLIDATED PROFIT AND LOSS ACCOUNTS
               (in (Pounds) millions, except per share amounts)
                                  (unaudited)
 
<TABLE>
<CAPTION>
                                                          For the Six Months
                                                           Ended 31 October
                                                          ---------------------
                                                           1998(1)      1997
                                                          ----------  ---------
<S>                                                       <C>         <C>
Turnover.................................................     271.6       272.9
Operating costs..........................................    (267.2)     (252.9)
                                                          ---------   ---------
Operating profit.........................................       4.4        20.0
Profit on fixed asset sales..............................       0.6         --
                                                          ---------   ---------
Profit before interest and tax...........................       5.0        20.0
Interest receivable......................................       0.1         --
Interest payable and similar charges.....................      (2.6)       (2.3)
                                                          ---------   ---------
Profit on ordinary activities before tax.................       2.5        17.7
Tax on profit on ordinary activities.....................      (0.7)       (5.1)
                                                          ---------   ---------
Profit on ordinary activities after tax..................       1.8        12.6
Dividends................................................       --         (4.4)
                                                          ---------   ---------
Retained profit for the period...........................       1.8         8.2
                                                          =========   =========
Earnings per share.......................................       2.0p       14.2p
                                                          =========   =========
</TABLE>
- --------
(1) Includes exceptional items for reorganisation as a result of the
    rationalisation of production facilities. Pre-exceptional items, profit
    attributable to ordinary shareholders was (Pounds)9.5m and earnings per
    share was 10.7p.
 
There are no recognised gains or losses in any period other than the
profit/(loss) for the period.
 
The results above derive from continuing activities.
 
The interim figures are based on the unaudited historic cost results to 31
October.

The accompanying notes form an integral part of these unaudited consolidated 
financial statements.
 
                                    - 29 -
<PAGE>
 
                               MATTHEW CLARK plc
 
                       CONSOLIDATED CASH FLOW STATEMENTS
                             (in (Pounds) millions)
                                  (unaudited)
 
<TABLE>
<CAPTION>
                                                                     For the
                                                                   Six Months
                                                                    Ended 31
                                                                     October
                                                                   ------------
                                                                   1998   1997
                                                                   -----  -----
<S>                                                            <C> <C>    <C>
Cash inflow from operating activities.........................      11.0   16.3
                                                                   -----  -----
Returns on investments and servicing of finance
  Interest received...........................................       0.1    --
  Interest paid...............................................      (2.9)  (3.6)
                                                                   -----  -----
                                                                    (2.8)  (3.6)
                                                                   -----  -----
  Taxation paid...............................................      (1.3)  (2.0)
                                                                   -----  -----
Capital expenditure
  Purchase of tangible fixed assets...........................      (9.3) (18.0)
  Receipts from sale of fixed assets..........................       1.1    1.0
                                                                   -----  -----
                                                                    (8.2) (17.0)
                                                                   -----  -----
  Acquisitions................................................      (1.2)  (0.7)
  Dividends paid..............................................      (7.1) (13.3)
                                                                   -----  -----
  Cash outflow before financing...............................      (9.6) (20.3)
                                                                   -----  -----
Financing
  Drawdown of committed loan..................................       --    50.0
  Capital element of finance lease payments...................      (0.5)  (0.6)
                                                                   -----  -----
                                                                    (0.5)  49.4
                                                                   -----  -----
(Decrease)/increase in cash in the period.....................     (10.1)  29.1
                                                                   =====  =====
Reconciliation of net cashflow to movement in net debt
  (Decrease)/increase in cash in period.......................     (10.1)  29.1
  Cash inflow from increase in debt and lease financing.......      (0.3) (50.0)
                                                                   -----  -----
  Change in net debt resulting from cashflows.................     (10.4) (20.9)
  Net debt at the start of the period.........................     (43.9) (51.2)
                                                                   -----  -----
  Net debt at the end of the period...........................     (54.3) (72.1)
                                                                   =====  =====
Analysis of net debt
  Cash at bank and in hand....................................       7.2   16.3
  Bank loans and overdrafts...................................     (60.0) (87.8)
  Finance lease obligations...................................      (1.5)  (0.6)
                                                                   -----  -----
                                                                   (54.3) (72.1)
                                                                   =====  =====
</TABLE>


                                    - 30 -
<PAGE>
 
                               MATTHEW CLARK plc
 
                             NOTES TO THE ACCOUNTS
 
NOTE 1. BASIS OF PRESENTATION

  The accompanying Condensed Consolidated Financial Statements present the 
financial position and results of operations of the Group and have been prepared
in accordance with UK GAAP, which differ in certain significant respects from US
GAAP.  See Note 4 included herein and Note 26 of the Notes to the Accounts 
included in the Form 8-K/A for a discussion of the principal differences between
UK GAAP affecting the Group.

  The interim financial information included in these Condensed Consolidated 
Financial Statements is unaudited but reflects all adjustments (consisting only 
normal recurring accruals) which are, in the opinion of management, necessary 
for a fair presentation of the results for the interim periods presented.  The 
interim Condensed Consolidated Financial Statements should be read in 
conjunction with the Consolidated Financial Statements and notes thereto 
included in the Form 8-K/A.

  The amount of income taxes in the Consolidated Income Statements is based upon
management's best estimate of the effective tax rate to be applicable for the
entire year and taking into account available tax loss carryforwards and other
relevant tax issues in the jurisdiction in which the Group operates.

NOTE 2. ADOPTION OF NEW ACCOUNTING STANDARD

  The Group has adopted Statement of Financial Accounting Standards ("SFAS") 
No. 130, "Reporting Comprehensive Income" which established standards for the
reporting and presentation of comprehensive income and its components in a full
set of financial statements. Comprehensive income/(loss) generally encompasses
all changes in shareholders' equity (except those arising from transactions with
owners). There is no difference between the Group's comprehensive income and its
net income for the six month periods ended 31 October 1997 and 1998.


NOTE 3. RECONCILIATION OF OPERATING PROFIT TO OPERATING CASHFLOWS
 
<TABLE>
<CAPTION>
                                                           For the Six Months
                                                            Ended 31 October
                                                           --------------------
                                                              1998      1997
                                                           ---------  ---------
                                                              (in (Pounds)
                                                               millions)
<S>                                                        <C>        <C>
Operating profit..........................................       4.4      20.0
Exceptional charges.......................................      11.0       --
Depreciation charges......................................       4.7       4.6
Loss on disposal and write-off of tangible fixed assets...       1.3       1.2
Cashflow relating to previous year's restructuring
 provisions...............................................      (1.9)     (2.0)
Increase in stocks........................................     (11.8)     (6.5)
Increase in debtors.......................................      (0.2)     (1.3)
Increase in creditors and provisions......................       3.5       0.3
                                                           ---------  --------
Net cash inflow from operating activities.................      11.0      16.3
                                                           =========  ========
</TABLE>
 
NOTE 4. SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN UNITED KINGDOM (UK) AND
        UNITED STATES OF AMERICA (US) GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
        (GAAP)
 
  The Group's consolidated financial statements are prepared in conformity
with generally accepted accounting principles applicable in the United Kingdom
(UK GAAP), which differ in certain significant respects from those applicable
in the United States of America (US GAAP). These differences together with the
approximate effects of the adjustments on net profit and equity shareholders'
funds, relate principally to the items set out below:
 
    (a) GOODWILL: During 1998 the Group adopted Financial Reporting Standard
        10 "Goodwill and intangible assets'. The Group's policy for
        acquisitions which occurred prior to the issue of the standard is
        that purchased goodwill, being the excess of the fair value of
        consideration paid or payable over the fair value of the identifiable
        net assets acquired, has been taken directly to reserves. On
        subsequent disposal, goodwill previously taken direct to reserves is
        included in determining the profit and loss on disposal. Previously
        such goodwill was presented separately within reserves as a "goodwill
        write off reserve'. This is not permitted by the Standard and,
        accordingly, goodwill has been taken to merger reserve to the extent
        available and the balance taken to the profit and loss account. Under
        US GAAP, these intangible assets would be capitalised in the balance
        sheet and amortised through the statement of income over a period not
        exceeding 40 years.
 
        For the purposes of calculating the effect of capitalising the goodwill
        on the balance sheet and amortising the goodwill and brands through the
        statement of income, a life of 40 years has generally been assumed.
        However, under UK GAAP, the value of the brands, goodwill and other
        intangibles is reviewed annually by reference to historic and forecast
        contributions to operating income and an additional charge to the
        statement of income is made where a permanent diminution in net book
        value is identified.
 
    (b) BRANDS: Significant owned brands by the Group are captialised as
        intangible assets at the time of acquisition. The Group does not
        provide amortisation on these assets. Under US GAAP, these would be
        amortised through the statement of income over a period not exceeding
        40 years.


                                    - 31 -
<PAGE>

                               MATTHEW CLARK plc
 
                      NOTES TO THE ACCOUNTS--(Continued)
    (c) ACQUISITION ACCOUNTING: Prior to the adoption of Financial Reporting
        Standard 7, "Fair values in acquisition accounting', the Group
        provided for certain costs as part of the purchase accounting
        adjustments on acquisition which under US GAAP would be included in
        the statement of income when those costs were incurred. Examples of
        such items include certain costs in respect of salaries of
        individuals made redundant, the closure of certain of the Group's
        existing operations and the rectification of inadequate operating
        systems.
 
        With effect from 30 April 1995, the Group adopted Financial Reporting
        Standard 7. This new standard sets out rules for accounting for
        acquisitions in consolidated financial statements resulting in a change
        in the difference between UK and US GAAP. US GAAP remained unchanged.
        The fair value balance sheet of an acquired company cannot include
        provisions for integration and reorganisation costs set up by the
        acquiring company. In compliance with the standard, comparative figures
        were not restated. Under US GAAP, certain integration and reorganisation
        costs may be considered liabilities assumed and included in the
        allocation of the acquisition costs.
 
    (d) RESTRUCTURING AND INTEGRATION COSTS: Under UK GAAP, when a decision
        has been taken to restructure part of the Group's business,
        provisions are made for the impairment of asset values together with
        severance and other costs. US GAAP requires a number of specific
        criteria to be met before such costs can be recognised as an expense.
        Among these is the requirement that all the significant actions
        arising from a restructuring and integration plan and their expected
        completion dates must be identified by the balance sheet date. US
        GAAP also requires recognition of the estimated net present value of
        future net lease obligations of vacant properties.
 
    (e) PENSIONS: The Group accounts for the costs of pensions under the
        rules set out in UK accounting standards. US GAAP is more
        prescriptive in respect of actuarial assumptions and the allocation
        of costs to accounting periods.
 
    (f) LEASES: Under UK GAAP, provided certain conditions are met, it may be
        permissible to recognise any profit arising on the sale and
        leaseback, as an operating lease, of an asset. Under US GAAP, the
        gain or loss is deferred and amortised in proportion to the rental
        payments due over the term of the lease.
 
    (g) DEFERRED TAXATION: UK GAAP requires that no provision for deferred
        taxation should be made if there is reasonable evidence that such
        taxation will not be payable within the foreseeable future and that
        deferred tax assets should only be recognised if the realisation of
        such assets can be assessed with reasonable certainty. US GAAP
        requires full provision for deferred taxation liabilities, and
        permits deferred tax assets to be recognised if their realisation is
        considered to be more likely than not.
 
    (h) STATEMENT OF CASH FLOWS: Under UK GAAP, cash flows are presented
        separately for operating activities, returns on investments and
        servicing of finance, taxation paid, capital expenditure,
        acquisitions, dividends paid, and financing activities. Under US
        GAAP, cash flows are reported as operating activities, investing
        activities, and financing activities. Cash flows from taxation and
        returns on investments and servicing of finance would, with the
        exception of ordinary dividends paid, be included as operating
        activities. The payment of dividends would be included under
        financing activities.
 
        Under UK GAAP, cash includes bank overdrafts repayable on demand.
        Under US GAAP, cash flows in respect of overdrafts are included under
        financing activities.
 

                                    - 32 -
<PAGE>
 
                               MATTHEW CLARK plc
 
                      NOTES TO THE ACCOUNTS--(Continued)
    (i) EARNINGS PER ORDINARY SHARE: Under UK and US GAAP, basic earnings per
        share is computed using the weighted average number of ordinary
        shares in issue during the year. US GAAP also requires the
        computation of diluted earnings per share which includes the effect
        of potential common stock under the treasury stock method.
 
    (j) ORDINARY DIVIDENDS: Under UK GAAP, the proposed dividends on ordinary
        shares, as recommended by the directors, are deducted from
        shareholders' equity and shown as a liability in the balance sheet at
        the end of the period to which they relate. Under US GAAP, such
        dividends are only deducted from shareholders' equity at the date of
        declaration of the dividend.
 
  Set out below is a summary combined statement of cash flows under US GAAP.
 
<TABLE>
<CAPTION>
                                                          For the Six Months
                                                           Ended 31 October
                                                          --------------------
                                                            1998       1997
                                                          ---------  ---------
                                                             (in (Pounds)
                                                               millions)
<S>                                                       <C>        <C>
Net cash provided by operating activities................       6.9       10.7
Net cash used in investing activities....................      (9.4)     (17.7)
Net cash (used in)/provided by financing activities......      (7.6)      17.5
                                                          ---------  ---------
Net (decrease)/increase in cash under US GAAP............     (10.1)      10.5
                                                          =========  =========
 
  The following is a summary of the material adjustments to net income and
shareholders' equity which would have been required if US GAAP had been
applied instead of UK GAAP:
 
<CAPTION>
                                                          For the Six Months
                                                           Ended 31 October
                                                          --------------------
                                                            1998       1997
                                                          ---------  ---------
                                                             (in (Pounds)
                                                               millions)
<S>                                                       <C>        <C>
NET INCOME--UK GAAP AFTER EXCEPTIONAL ITEMS..............       1.8       12.6
                                                          ---------  ---------
ADJUSTMENTS TO CONFORM WITH US GAAP
 --Amortisation of goodwill and intangibles..............      (4.6)      (4.6)
 --Pension expense.......................................      (0.1)       0.1
 --Sale and leaseback....................................       0.1        --
                                                          ---------  ---------
Total US GAAP adjustments................................      (4.6)      (4.5)
                                                          ---------  ---------
NET (LOSS)/INCOME--US GAAP...............................      (2.8)       8.1
                                                          =========  =========
<CAPTION>
                                                            Pence      Pence
                                                          ---------  ---------
<S>                                                       <C>        <C>
Basic (loss)/earnings per Ordinary Share in accordance
 with US GAAP............................................      (3.2)       9.2
Diluted (loss)/earnings per Ordinary Share in accordance
 with US GAAP............................................      (3.2)       9.2
</TABLE>
 
 
                                    - 33 -
<PAGE>
 
                               MATTHEW CLARK plc
 
                       NOTES TO THE ACCOUNTS--(Continued)
 
<TABLE>
<CAPTION>
                                                      For the Six Months
                                                       Ended 31 October
                                                      --------------------
                                                         1998       1997
                                                      ---------  ---------
<S>                                                   <C>        <C>        
                                                      (in (Pounds) millions)
SHAREHOLDERS' EQUITY, AS SHOWN IN THE GROUP BALANCE
 SHEETS--UK GAAP.....................................      97.2       89.8
                                                      ---------  ---------
ADJUSTMENTS TO CONFORM WITH US GAAP
 --Goodwill and intangibles..........................     318.2      327.3
 --Restructuring provisions..........................       4.8        6.5
 --Pension expense...................................       2.5        2.4
 --Sale and leaseback................................      (3.6)       --
 --Deferred taxation on US GAAP adjustments..........       0.3       (1.2)
 --Dividends.........................................       --         4.4
                                                      ---------  ---------
Total US GAAP adjustments............................     322.2      339.4
                                                      ---------  ---------
TOTAL SHAREHOLDERS' EQUITY IN ACCORDANCE WITH US
 GAAP................................................     419.4      429.2
                                                      =========  =========
</TABLE>
 
                                    - 34 -
<PAGE>
 
                 PRO FORMA COMBINED FINANCIAL DATA (UNAUDITED)

     On November 3, 1998, Canandaigua Limited, a wholly-owned subsidiary of
Canandaigua Brands, Inc., announced a cash tender offer for the entire issued
and to be issued ordinary share capital of Matthew Clark plc ("Matthew Clark").
The offer valued each Matthew Clark share at 243 pence, valuing the whole of the
issued ordinary share capital of Matthew Clark at approximately (pounds) 215
million. On December 1, 1998, Canandaigua Limited declared the cash tender offer
to be wholly unconditional - all conditions to the offer having either been
satisfied or waived. Canandaigua Limited thereby acquired control of Matthew
Clark and Canandaigua Limited has subsequently acquired all of the shares of
Matthew Clark (the "Matthew Clark Acquisition").

     The following pro forma financial data of the Company consists of (i) a pro
forma condensed combined balance sheet (unaudited) as of November 30, 1998 (the
"Pro Forma Balance Sheet"), (ii) a 1998 fiscal year pro forma combined statement
of income (unaudited) (the "1998 Pro Forma Statement of Income"), (iii) a 1999
nine month pro forma combined statement of income (unaudited) (the "1999 Nine
Month Pro Forma Statement of Income") and (iv) a last twelve month pro forma
combined statement of income (unaudited) (the "Last Twelve Months Pro Forma
Statement of Income") (collectively, the "Pro Forma Statements").

     The Pro Forma Balance Sheet reflects the combination of the balance sheet
of the Company as of November 30, 1998, and the balance sheet of Matthew Clark
as of October 31, 1998, as adjusted for the Matthew Clark Acquisition. The Pro
Forma Balance Sheet is presented as if the Matthew Clark Acquisition was
consummated on November 30, 1998.

     The 1998 Pro Forma Statement of Income reflects the combination of the
income statement of the Company for the year ended February 28, 1998, and the
income statement of Matthew Clark for the year ended April 30, 1998, as adjusted
for the Matthew Clark Acquisition. The 1998 Pro Forma Statement of Income is
presented as if the Matthew Clark Acquisition was consummated on March 1, 1997.

     The 1999 Nine Month Pro Forma Statement of Income reflects the combination
of the income statement of the Company for the nine months ended November 30,
1998, and the income statement of Matthew Clark for the nine months ended
October 31, 1998, as adjusted for the Matthew Clark Acquisition. The 1999 Six
Month Pro Forma Statement of Income is presented as if the Matthew Clark
Acquisition was consummated on March 1, 1997.

     The Last Twelve Months Pro Forma Statement of Income reflects the
combination of the income statement of the Company for the twelve months ended
November 30, 1998 and the income statement of Matthew Clark for the twelve
months ended October 31, 1998, as adjusted for the Matthew Clark Acquisition.
The Last twelve months Pro Forma Statement of Income is presented as if the
Matthew Clark Acquisition was consummated on March 1, 1997.

     The Pro Forma Statements should be read in conjunction with the separate
historical financial statements of the Company and Matthew Clark and the notes
thereto and with the accompanying notes to the Pro Forma Statements. The Pro
Forma Statements are based upon currently available information and upon certain
assumptions that the Company believes are reasonable under the circumstances.
The Pro Forma Statements do not purport to represent what the Company's
financial position or results of operations would actually have been if the
aforementioned transaction in fact had occurred on such date or at the beginning
of the period indicated or to project the Company's financial position or the
results of operations at any future date or for any future period.


                                     - 35 -
<PAGE>
 
                   CANANDAIGUA BRANDS, INC. AND SUBSIDIARIES
 
              UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
 
                            As of November 30, 1998
 
<TABLE>
<CAPTION>
                                                                           
                                                                 Pro Forma 
                                     Matthew     Acquisition      for the  
                         Canandaigua  Clark      Adjustments    Acquisition
                         ----------- ----------  -----------    -----------
                                     (Dollars in Thousands)
<S>                      <C>         <C>         <C>            <C>        
         Assets                                                            
Current Assets:                                                            
  Cash and cash                                                            
   investments.......... $    2,141  $   12,130   $     --      $   14,271 
  Accounts receivable,                                                     
   net..................    173,760     137,196         --         310,956 
  Inventories, net......    441,048      94,533         --         535,581 
  Prepaid expenses and                                                     
   other current assets.     42,373      22,113         --          64,486 
                         ----------  ----------   ---------     ---------- 
    Total current                                                          
     assets.............    659,322     265,972         --         925,294 
Property, Plant and                                                        
 Equipment, net.........    247,499     151,589      13,609 (a)    412,697 
Other Assets............    260,412     585,476    (320,910)(a)    522,604 
                                                      1,010 (b)            
                                                     (3,384)(c)            
                         ----------  ----------   ---------     ---------- 
    Total assets........ $1,167,233  $1,003,037   $(309,675)    $1,860,595 
                         ==========  ==========   =========     ========== 
    Liabilities and                                                        
  Stockholders' Equity                                                     
Current Liabilities:                                                       
  Notes payable......... $  114,500  $      --    $ (96,393)(d) $   18,107 
  Current maturities of                                                    
   long-term debt.......     24,118       1,038     (24,000)(d)      1,156 
  Accounts payable......     71,379      92,685       8,919 (b)    172,983 
  Accrued excise taxes..     24,632      14,273         --          38,905 
  Other accrued expenses                                                   
   and liabilities......    153,233      74,671       5,058 (b)    224,913 
                                                     (8,049)(c)            
                         ----------  ----------   ---------     ---------- 
    Total current                                                          
     liabilities........    387,862     182,667    (114,465)       456,064 
Long-term Debt, less                                                       
 current maturities.....    291,386     102,008     499,992 (d)    893,386 
                                                                           
Deferred income taxes...     59,337          (8)     18,946 (e)     78,275 
Other Liabilities.......      5,018      15,807         --          20,825 
                         ----------  ----------   ---------     ---------- 
    Total Liabilities...    743,603     300,474     404,473      1,448,550 
Stockholders' Equity....    423,630     702,563    (702,563)(f)    412,045 
                                                    (11,585)(c)            
                         ----------  ----------   ---------     ---------- 
    Total Liabilities                                                      
     and Stockholders'                                                     
     Equity............. $1,167,233  $1,003,037   $(309,675)    $1,860,595 
                         ==========  ==========   =========     ========== 
</TABLE>
 
            See Notes to Unaudited Pro Forma Combined Financial Data
 


                                      - 36 -
<PAGE>
 
Notes to the Unaudited Pro Forma Condensed Combined Balance Sheet as of
November 30, 1998
 
  (a) Reflects the estimated purchase accounting adjustments for the
Acquisition based upon a preliminary appraisal of the assets and liabilities
assumed. For purchase accounting, Matthew Clark assets have been recorded at
estimated fair market value subject to adjustments based upon the results of
an independent appraisal. The estimated amounts recorded for assets and
liabilities acquired from Matthew Clark are not expected to differ materially
from the final assigned values. Purchase accounting adjustments were recorded
to increase property, plant and equipment by $13,609, to increase the recorded
value of tradenames and other intangible assets acquired by $54,604 and to
reduce the recorded excess of purchase cost over fair market value of assets
acquired by $375,514. These adjustments are required to record these assets at
their estimated fair market values.
 
  The calculation of excess purchase cost over fair value of net assets
acquired is as follows:
 
<TABLE>
     <S>                                                              <C>
     Cash paid....................................................... $362,339
     Financing costs.................................................    1,010
     Direct acquisition costs........................................    8,919
                                                                      --------
                                                                       372,268
     Liabilities assumed.............................................    5,058
                                                                      --------
     Total purchase cost.............................................  377,326
     Net book value of Matthew Clark................................. (702,563)
     Write-down of acquired goodwill.................................  532,946
     Increase in appraised net assets................................  (68,213)
     Finance costs capitalized.......................................   (1,010)
     Deferred taxes provided.........................................   18,946
                                                                      --------
     Excess of purchase cost over fair value of assets acquired and
      liabilities assumed............................................ $157,432
                                                                      ========
</TABLE>
 
  (b) Reflects the liability for direct acquisition costs of $8,919 and
assumed liabilities of $5,058. Capitalized financing costs of $1,010 were
funded through the bank credit facility.
 
  (c) Represents the write-off of the direct financing costs of $16,250 for
the Offering and $3,384 of remaining net book value of the Company's
previously existing credit agreement, tax effected at the Company's historical
rate of 41%.
 
  (d) To reflect the Acquisition financing, refinancing of the Company's
Revolving Credit Facility (notes payable) and Term Loans and refinancing of
Matthew Clark's long-term debt as set out below:
 
<TABLE>
     <S>                                                             <C>
       Repayment of notes payable................................... $(114,500)
       Repayment of Term Loans--current portion.....................   (24,000)
       Repayment of Term Loans--long term...........................   (98,000)
       Purchase of Matthew Clark shares.............................  (362,339)
       Payment of financing costs...................................   (17,260)
       Repayment of Matthew Clark debt..............................  (102,008)
       New Term Loan borrowings.....................................   700,000
       New Revolver Loan borrowings.................................    18,107
                                                                     ---------
                                                                     $       0
                                                                     =========
</TABLE>
 
  (e) Represents deferred taxes of $18,946 provided on a step-up in basis on
appraised net assets.
 
  (f) Reflects the elimination of Matthew Clark's shareholders' equity.
 

                                     - 37 -

<PAGE>
 
                   CANANDAIGUA BRANDS, INC. AND SUBSIDIARIES
 
                UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
 
                          Year Ended February 28, 1998
 
<TABLE>
<CAPTION>
                                                                            
                                                                 Pro Forma  
                                      Matthew    Acquisition      for the   
                         Canandaigua    Clark    Adjustments    Acquisition 
                         -----------  ---------  -----------    ----------- 
                                             (in Thousands, except Per Share Data)
<S>                      <C>          <C>        <C>            <C>         
Gross sales............. $1,632,357   $ 910,070   $     --      $ 2,542,427 
  Less--Excise taxes....   (419,569)   (224,131)        --         (643,700)
                         ----------   ---------   ---------     ----------- 
    Net sales...........  1,212,788     685,939         --        1,898,727 
Cost of product sold....   (864,053)   (460,093)      1,474 (a)  (1,322,672)
                         ----------   ---------   ---------     ----------- 
    Gross profit........    348,735     225,846       1,474         576,055 
Selling, general and                                                        
 administrative                                                             
 expenses...............   (231,680)   (181,572)      1,723 (a)    (401,577)
                                                      8,801 (b)             
                                                      1,151 (c)             
                         ----------   ---------   ---------     ----------- 
    Operating income....    117,055      44,274      13,149         174,478 
Interest expense, net...    (32,189)     (8,575)    (35,366)(d)     (76,130)
                         ----------   ---------   ---------     ----------- 
    Income before                                                           
     provision for                                                          
     income taxes.......     84,866      35,699     (22,217)         98,348 
Provision for income                                                        
 taxes..................    (34,795)    (14,792)     10,248 (e)     (39,339)
                         ----------   ---------   ---------     ----------- 
Net income.............. $   50,071   $  20,907   $ (11,969)(f) $    59,009 
                         ==========   =========   =========     =========== 
Share Data:
Earnings per common
 share:
  Basic................. $     2.68         --          --      $      3.16  
                         ==========                             ===========            
  Diluted............... $     2.62         --          --      $      3.09  
                         ==========                             ===========            
Weighted average common
 shares outstanding:
  Basic.................     18,672         --          --           18,672
  Diluted...............     19,105         --          --           19,105
</TABLE>
 
 
            See Notes to Unaudited Pro Forma Combined Financial Data
 

 
                                      - 38 -

<PAGE>
 
Notes to the Unaudited Pro Forma Combined Statements of Income for the Year
ended February 28, 1998
 
  (a) Reflects the adjusted depreciation expense related to the acquired
property, plant and equipment of Mathew Clark on the assumption that the
Acquisition had taken place on March 1, 1997. These assets have been restated
at their estimated fair market values and depreciated using the Company's
depreciation methods over the remaining useful lives of the assets. The
decrease in depreciation expense of $3,197, as compared to that recorded by
Matthew Clark, was allocated to cost of product sold and selling, general and
administrative expenses as indicated.
 
  (b) Reflects a decrease in amortization expense of intangible assets of
$8,801 based upon their appraised values, using the straight-line method and
estimated useful lives, predominately 40 years.
 
  (c) Reflects the amortization expense of deferred financing costs of $168
over the term of the bank credit facility used to finance the Acquisition (72
months) using the effective interest method, net of $1,319 of amortization
expense recorded under the Company's previously existing credit agreement.
 
  (d) Reflects the additional interest expense incurred on the debt to finance
the Acquisition and the incremental interest expense on the Company's and
Matthew Clark's existing borrowings, resulting from the higher interest rate
in the bank credit facility. The overall effective interest rate was 8.8% per
annum.
 
  (e) Reflects the tax effect of the pro forma adjustments and the
repatriation of profits, excluding the impact of nondeductible items,
primarily goodwill, using an effective tax rate of 40%.
 
  (f) Does not reflect the extraordinary treatment for the after tax write-off
of $11.6 million ($0.61 per diluted share), representing the net book value of
bank fees resulting from the extinguishment of debt remaining under the
Company's previously existing credit agreement, tax effected at the Company's
historical rate of 41%.
 


                                    - 39 -
<PAGE>
 
                   CANANDAIGUA BRANDS, INC. AND SUBSIDIARIES
 
                UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
 
                   Nine Month Period Ended November 30, 1998
 
<TABLE>
<CAPTION>
                                                                             
                                      Matthew   Acquisition    Pro Forma for 
                         Canandaigua   Clark(a) Adjustments   the Acquisition
                         -----------  --------  -----------   ---------------
                                                (in Thousands, except Per Share Data)
<S>                      <C>          <C>       <C>           <C>               
Gross sales............. $1,374,183   $661,151    $   --        $2,035,334   
 Less--Excise taxes.....   (336,283)  (167,945)       --          (504,228)  
                         ----------   --------    -------       ----------   
   Net sales............  1,037,900    493,206        --         1,531,106   
Cost of product sold....   (728,526)  (337,108)     1,404 (b)   (1,064,230)  
                         ----------   --------    -------       ----------   
   Gross profit.........    309,374    156,098      1,404          466,876   
Selling, general and                                                         
 administrative                                                              
 expenses...............   (202,561)  (128,384)     1,846 (b)     (321,476)  
                                                    6,672 (c)                
                                                      951 (d)                
Nonrecurring                                                                 
 restructuring expense..        --     (18,271)       --           (18,271)  
                         ----------   --------    -------       ----------   
   Operating income.....    106,813      9,443     10,873          127,129   
Interest expense, net...    (23,700)    (6,471)   (26,627)(e)      (56,798)  
                         ----------   --------    -------       ----------   
   Income before                                                             
    provision for income                                                     
    taxes...............     83,113      2,972    (15,754)(f)       70,331   
Provision for income                                                         
 taxes..................    (34,076)    (4,205)    10,149 (d)      (28,132)  
                         ----------   --------    -------       ----------   
Net income.............. $   49,037   $ (1,233)   $(5,605)(g)   $   42,199   
                         ==========   ========    =======       ==========   
Share Data:                                                                  
Earnings per common
 share:
Basic...................      $2.66        --         --        $     2.29
                         ==========                             ===========
Diluted.................      $2.60        --         --        $     2.24
                         ==========                             ===========
Weighted average common shares
 outstanding:
 Basic .................     18,412        --         --            18,412
 Diluted................     18,881        --         --            18,881
</TABLE>
 
 
            See Notes to Unaudited Pro Forma Combined Financial Data
 

                                    - 40 -

<PAGE>
 

Notes to the Unaudited Pro Forma Combined Statements of Income for the
Nine Months ended November 30, 1998


  (a) The financial statements of Matthew Clark for the nine month period were 
derived by adding the three month period ended April 30, 1998, to Matthew
Clark's six month period ended October 31, 1998. The three month period ended
April 30, 1998, was also included in the 1998 Pro Forma Statement of Income. Net
sales and net income for the duplicated quarter is $153,858 and $3,555,
respectively.
 
  (b) Reflects the adjusted depreciation expense related to the acquired
property, plant and equipment of Matthew Clark on the assumption that the
Acquisition had taken place on March 1, 1998. These assets have been restated
at their estimated fair market values and depreciated using the Company's
depreciation methods over the remaining useful lives of the assets. The
decrease in depreciation expense of $3,250, as compared to that recorded by
Matthew Clark, was allocated to cost of product sold and selling, general and
administrative expenses as indicated.
 
  (c) Reflects a decrease in amortization expense of intangible assets of
$6,672 based upon their appraised values, using the straight-line method and
estimated useful lives, predominately 40 years.
 
  (d) Reflects the amortization expense of deferred financing costs of $126
over the term of the bank credit facility used to finance the Acquisition (72
months) using the effective interest method, net of $1,077 of amortization
expense recorded under the Company's previously existing credit agreement.
 
  (e) Reflects the additional interest expense incurred on the debt to finance
the Acquisition and the incremental interest expense on the Company's and
Matthew Clark's existing borrowings, resulting from the higher interest rate
in the bank credit facility. The overall effective interest rate was 8.8% per
annum.
 
  (f) Reflects the tax effect of the pro forma adjustments and the
repatriation of profits, excluding the impact of nondeductible items,
primarily goodwill, using an effective tax rate of 40%.
 
  (g) Does not reflect the extraordinary treatment for the after tax write-off
of $11.6 million ($0.61 per diluted share), representing the net book value of
bank fees resulting from the extinguishment of debt remaining under the
Company's previously existing credit agreement, tax effected at the Company's
historical rate of 41%.
 

                                    - 41 -

<PAGE>
 
                   CANANDAIGUA BRANDS, INC. AND SUBSIDIARIES
 
                UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
 
                  Twelve Month Period Ended November 30, 1998
 
<TABLE>
<CAPTION>
                                                                           
                                                                           
                                                                 Pro Forma 
                                        Matthew    Pro Forma      for the  
                          Canandaigua    Clark(a)  Adjustments   Acquisition
                          -----------  ---------  -----------   -----------
                                            (in Thousands, except Per Share Data)
<S>                       <C>          <C>        <C>           <C>         
Gross sales.............  $1,754,168   $ 915,200   $    --      $ 2,669,368 
 Less--Excise taxes.....    (433,718)   (236,835)       --         (670,553)
                          ----------   ---------   --------     ----------- 
   Net sales............   1,320,450     678,365        --        1,998,815 
Cost of product sold....    (925,832)   (458,493)     1,569(b)   (1,382,756)
                          ----------   ---------   --------     ----------- 
   Gross profit.........     394,618     219,872      1,569         616,059 
Selling, general and                                                        
 administrative                                                             
 expenses...............    (262,469)   (181,923)     1,880(b)     (432,342)
                                                      8,903(c)              
                                                      1,267(d)              
Nonrecurring                                                                
 restructuring expenses.         --      (18,280)       --          (18,280)
                          ----------   ---------   --------     ----------- 
   Operating income.....     132,149      19,669     13,619         165,437 
Interest expense, net...     (32,004)     (8,893)   (35,246)(e)     (76,143)
                          ----------   ---------   --------     ----------- 
   Income before                                                            
    provision for income                                                    
    taxes...............     100,145      10,776    (21,627)(f)      89,294 
Provision for income                                                        
 taxes..................     (41,059)     (7,645)    12,986 (d)     (35,718)
                          ----------   ---------   --------     ----------- 
Net income..............  $   59,086   $   3,131   $ (8,641)(g) $    53,576 
                          ==========   =========   ========     =========== 
Share Data:                                                                 
Earnings per common                                                         
 share:                                                                     
Basic...................  $     3.21         --         --      $       2.90
                          ==========                            ============
Diluted.................  $     3.13         --         --      $       2.82
                          ==========                            ============
Weighted average common
 shares outstanding:
 Basic..................      18,412         --         --            18,484
 Diluted................      18,881         --         --            18,967
</TABLE>
 
 
            See Notes to Unaudited Pro Forma Combined Financial Data
 

                                    - 42 -

<PAGE>
 
Notes to the Unaudited Pro Forma Combined Statements of Income for the 
Twelve Months ended November 30, 1998

   
  (a) The financial statements of Matthew Clark for the twelve month period were
derived by adding the six month period ended April 30, 1998 to Matthew Clark's
six month  period ended October 31, 1998. The six month period ended April 30, 
1998 was also included in the 1998 Pro Forma Statement of Income. Net sales and
Net Income (loss) for the duplicated six months is $339,017 and $7,919,  
respectively.
 
  (b) Reflects the adjusted depreciation expense related to the acquired
property, plant and equipment of Matthew Clark on the assumption that the
Acquisition had taken place on December 1, 1997. These assets have been
restated at their estimated fair market values and depreciated using the
Company's depreciation methods over the remaining useful lives of the assets.
The decrease in depreciation expense of $3,449, as compared to that recorded
by Matthew Clark, was allocated to cost of product sold and selling, general
and administrative expenses as indicated.
 
  (c) Reflects a decrease in amortization expense of intangible assets of
$8,903 based upon their appraised values, using the straight-line method and
estimated useful lives, predominately 40 years.
 
  (d) Reflects the amortization expense of deferred financing costs of $168
over the term of the bank credit facility used to finance the Acquisition (72
months) using the effective interest method, net of $1,435 of amortization
expense recorded under the Company's previously existing credit agreement.
 
  (e) Reflects the additional interest expense incurred on the debt to finance
the Acquisition and the incremental interest expense on the Company's and
Matthew Clark's existing borrowings, resulting from the higher interest rate
in the bank credit facility. The overall effective interest rate was 8.8% per
annum.
 
  (f) Reflects the tax effect of the pro forma adjustments and the
repatriation of profits, excluding the impact of nondeductible items,
primarily goodwill, using an effective tax rate of 40%.
 
  (g) Does not reflect the extraordinary treatment for the after tax write-off
of $11.6 million ($0.61 per diluted share), representing the net book value of
bank fees resulting from the extinguishment of debt remaining under the
Company's previously existing credit agreement, tax effected at the Company's
historical rate of 41%.
 

                                     - 43 -
<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 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Senior Vice
                                             President and Chief Financial 
                                             Officer


                                  SUBSIDIARIES


                                        BATAVIA WINE CELLARS, INC.

Dated:  February 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Treasurer


                                        CANANDAIGUA WINE COMPANY, INC.

Dated:  February 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Treasurer


                                        CANANDAIGUA EUROPE LIMITED

Dated:  February 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Treasurer


                                        CANANDAIGUA LIMITED

Dated:  February 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Director 
                                             (Principal Financial Officer and
                                             Principal Accounting Officer)


                                        POLYPHENOLICS, INC.

Dated:  February 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Vice President
                                             and Treasurer


                                     - 44 -
<PAGE>
 



                                        ROBERTS TRADING CORP.

Dated:  February 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Treasurer


                                        BARTON INCORPORATED

Dated:  February 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Vice President


                                        BARTON BRANDS, LTD.

Dated:  February 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Vice President


                                        BARTON BEERS, LTD.

Dated:  February 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Vice President


                                        BARTON BRANDS OF CALIFORNIA, INC.

Dated:  February 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Vice President


                                        BARTON BRANDS OF GEORGIA, INC.

Dated:  February 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Vice President


                                        BARTON DISTILLERS IMPORT CORP.

Dated:  February 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Vice President


                                        BARTON FINANCIAL CORPORATION

Dated:  February 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Vice President


                                     - 45 -
<PAGE>
 

                                        STEVENS POINT BEVERAGE CO.

Dated:  February 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Vice President


                                        MONARCH IMPORT COMPANY

Dated:  February 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Vice President


                                        THE VIKING DISTILLERY, INC.

Dated:  February 12, 1999               By:  /s/ Thomas S. Summer
                                             --------------------------------
                                             Thomas S. Summer, Vice President



                                    - 46 -
<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

23.1 Consent of KPMG Audit Plc (filed herewith).

(24) POWER OF ATTORNEY

     Not Applicable.

(27) FINANCIAL DATA SCHEDULE

     Not Applicable.

(99) ADDITIONAL EXHIBITS

     None



<PAGE>
 
                                  EXHIBIT 23.1
                                  ------------

                        CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statements on
Form S-8 (Nos. 33-26694 and 33-56557) and Form S-3 (Nos. 333-40571 and 333-
67037) of Canandaigua Brands, Inc. of our report dated November 30, 1998 with
respect to the consolidated balance sheets of Matthew Clark plc and its
subsidiaries as of April 30, 1998 and 1997, and the related consolidated profit
and loss accounts and cash flow statements for each of the years in the three-
year period ended April 30, 1998, which report appears in the Form 8-K/A of
Canandaigua Brands, Inc. dated February 12, 1999.


/s/ KPMG Audit Plc
Chartered Accountants
Registered Auditor
London, England
February 12, 1999



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