As filed with the Securities and Exchange Commission on January 31, 1995.
Registration No. 33-
-----
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE CHALONE WINE GROUP, LTD.
(Exact name of registrant as specified in its charter)
California 621 Airpark Road 94-1696731
------------------------------- Napa, California 94558-6272 ----------------
(State or other jurisdiction of (707) 254-4200 (I.R.S. Employer
incorporation or organization) -------------------------- Identification No.)
(Address, including zip code, and
telephone number, including area code.
of registrant's principal executive offices)
W. PHILIP WOODWARD
President and
Chief Executive Officer
621 Airpark Road
Napa, California 94558-6272
(707) 254-4200
--------------
(Name, address, including zip code,
and telephone number, including area code,
of agent for service)
Copies to:
SCOTT T. SMITH
CHARLES W. OTT
Pillsbury Madison & Sutro
2700 Sand Hill Road
Menlo Park, CA 94025
(415) 233-4500
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement as determined by
the Selling Stockholder.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [X]
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Registered Amount to be Registered Offering Price Per Share Aggregate Offering Price Amount of Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (no par 198,413 Shares $6.50(1) $1,289,684(1) $444.72
value)...................
====================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average high and low reported sales
prices of the Common Stock on January 27, 1995.
</TABLE>
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
<PAGE>
The information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of any offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS Subject to Completion dated January 31, 1995
- ----------
198,413 SHARES
THE CHALONE WINE GROUP, LTD.
COMMON STOCK
---------
This Prospectus relates to the public offering, which is not being
underwritten, of 198,413 shares of Common Stock, no par value (the "Shares"), of
The CHALONE Wine Group, Ltd. ("CHALONE" or the "Company") which may be offered
from time to time by a stockholder of the Company (the "Selling Stockholder")
who received such shares pursuant to a nonpublic offering of the Company's
Common Stock under the terms of the Common Stock Purchase Agreement dated as of
March 29, 1993 between the Company and certain investors (the "1993 Stock
Purchase Agreement") and the Common Stock Purchase Agreement dated April 22,
1994 (the "1994 Stock Purchase Agreement" and collectively with the 1993 Stock
Purchase Agreement the "Stock Purchase Agreements"). The Shares were issued
pursuant to an exemption from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act"), provided by Section 4(2) thereof
and by Rule 506 of Regulation D promulgated thereunder. The Company will not
receive any of the proceeds from the sale of the Shares and it will bear the
costs relating to the registration of the Shares estimated to be approximately
$______. The Shares are being registered by the Company pursuant to the
registration rights provisions of the Stock Purchase Agreements. Pursuant to the
registration rights provisions of the Stock Purchase Agreements, the Company has
agreed to indemnify the Selling Stockholder against certain liabilities,
including liabilities under the Securities Act.
The Shares may be offered by the Selling Stockholder from time to time
in Nasdaq National Market transactions, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Stockholder may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholder and/or the purchasers of the Shares for
whom such broker-dealers may act as agents or to whom they sell as principals,
or both (which compensation as to a particular broker-dealer might be in excess
of customary commissions). To the extent required, the specific number of Shares
to be sold, the terms of the offering including the name or names of any such
agent or dealer, the purchase price paid by any such agent or dealer for the
Shares and any applicable commission or discount with respect to any particular
offer will be set forth in an accompanying Prospectus Supplement. The Selling
Stockholder and any broker-dealers or agents that participate with the Selling
Stockholder in the distribution of the Shares may be determined to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. See "Plan of Distribution."
The Common Stock of the Company is traded on the Nasdaq National Market
under the symbol "CHLN."
--------------
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS."
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------
The date of this Prospectus is January __, 1995
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C., and at the Commission's
Chicago Regional Office, 500 West Madison Street, Chicago, Illinois; and New
York Regional Office, Seven World Trade Center, New York, New York. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at
prescribed rates. The Company's Common Stock is quoted on the NASDAQ National
Market System, and such reports, proxy statements and other information can also
be inspected at the offices of NASDAQ Operations, 1735 K Street, N.W.,
Washington, D.C.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act, with respect to the Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Common Stock, reference is made
to the Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus as to the contents of any contract or other
document are not necessarily complete and, in each instance, reference is made
to the copy of such contract or document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. Copies of the Registration Statement, including all exhibits thereto,
may be obtained from the Commission's principal office in Washington, D.C. upon
payment of the fees prescribed by the Commission, or may be examined without
charge at the offices of the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed with the Commission are hereby
incorporated by reference into this Prospectus:
(a). The Company's Annual Report on Form 10-K (File No. 0-13406) for
the year ended December 31, 1993.
(b). The Company's Quarterly Report on Form 10-Q (File No. 0-13406) for
the quarter ended March 31, 1994.
(c). The Company's Quarterly Report on Form 10-Q (File No. 0-13406) for
the quarter ended June 30, 1994.
(d) The Company's Quarterly Report on Form 10-Q (File No. 0-13406) for
the quarter ended September 30, 1994.
(e). The Company's Current Report on Form 8-K (File No. 013406) dated
April 29, 1994.
(f). The description of the common stock, no par value, of the Company
contained in its Registration Statement on Form 8-A filed April 18, 1985.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering to which this Prospectus relates shall be deemed to be incorporated by
reference into this Prospectus and to be part of this Prospectus from the date
of filing thereof.
Any statement contained herein, or in a document incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Prospectus and the Registration Statement of which it is a part to the
extent that a statement contained herein or in any other subsequently filed
document which also is
-2-
<PAGE>
incorporated herein modifies or replaces such statement. Any statement so
modified or superseded shall not be deemed, in its unmodified form, to
constitute a part of this Prospectus or such Registration Statement.
Upon written or oral request, the Company will provide without charge
to each person to whom a copy of this Prospectus is delivered a copy of the
documents incorporated by reference herein (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference
therein). Requests should be submitted in writing or by telephone at (707)
254-4200 to William L. Hamilton, The CHALONE Wine Group, Ltd., at the principal
executive offices of the Company, 621 Airpark Road, Napa, California 94558-6272.
No dealer, salesman or any other person has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the offer made by this Prospectus, and, if given or made, such
information and representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute any offer to sell or a
solicitation of an offer to buy any securities other than the Common Stock to
which it relates, or an offer in any jurisdiction to any person to whom it is
unlawful to make such offer in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information contained herein is correct at any time
after the date hereof.
THE COMPANY
Chalone was incorporated under the laws of the State of California on
June 27, 1969. It became a publicly-held reporting company as the result of an
initial public offering in May of 1984. The Company is, to its knowledge, one of
only two publicly-held U.S. corporations whose sole activity is in the
production, marketing, and selling of premium-priced wines.
The Company produces, markets and sells premium white and red varietal
table wines, primarily Chardonnay, Pinot Noir, Cabernet Sauvignon and Sauvignon
Blanc. The Company operates five established wineries, four are each located in
different counties of California, one is located in Walla Walla, Washington. The
Company's wines are made principally from grapes grown at its Chalone Vineyard
and Carmenet Vineyard facilities, at vineyards owned by the Company's partner in
the Edna Valley Vineyard joint venture, and, for the Company's Acacia Winery
facility, from grapes principally grown at neighboring independent vineyards,
plus a small vineyard one-half owned and managed by the Company. The Company's
wines are sold primarily in the premium-priced segment of the table wine market
under the labels "Chalone Vineyard," "Edna Valley Vineyard," "Carmenet" and
"Acacia." The Company also owns a 50% interest in Canoe Ridge Vineyard, located
in eastern Washington State, which vineyard is planted to Merlot, Cabernet
Sauvignon, and Chardonnay grapes. A small amount of 1992 "Canoe Ridge Vineyard"
Merlot, produced for the Company's account, was released in the spring of 1994.
The Company established its own winery facilities for the production of "Canoe
Ridge Vineyard" wines, in Walla Walla, Washington, in the fall of the 1994.
Effective November 30, 1994, those operations were (subject to receipt of
necessary federal and State alcoholic-beverage authorizations) transferred to a
new Washington State corporation in which the Company retains a 51% ownership
interest.
In addition and as a result of a cross-investment with Domaines Barons
de Rothschild (Lafite) ("DBR"), the Company receives an allocation of the wines
of DBR, including the wines of Chateau Lafite-Rothschild, to sell primarily to
the Company's shareholders.
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the shares
of Common Stock offered by this Prospectus.
-3-
<PAGE>
Outstanding Debt. The Company has entered into agreements with Wells
Fargo Bank, N.T. & S.A. (the "Bank") for lines of credit, one for the Company
for up to $10 million, of which, as of December 9, 1994, $7.99 million was
drawn, and one for the Company's Edna Valley Vineyard joint venture for up to
$4.8 million, of which, as of December 9, 1994, $3.89 million was drawn, and
four long-term loans due in 1996 in the aggregate amount of $5,753,000. On
December 9, 1994, the Company owed $908,000 to the Bank of America, National
Trust & Savings Association, pursuant to a credit agreement. The Company also
has $20,884,100 worth of convertible subordinated debentures outstanding which
are held by DBR. Because the lines of credit are annually renewable, there can
be no assurance that the Company will be able to renew the lines of credit next
year, nor repay the loans due in 1996 or the interest or principal due on the
debentures. Additionally, while such debt remains outstanding there can be no
assurance the Company will be able to obtain additional financing if needed.
Agricultural Risks. The Company is subject to a variety of agricultural
risks, any of which could adversely affect its operations. Unusual weather
conditions such as drought, unseasonable rains and frosts, hail and other
factors can adversely affect the quality or quantity of the grapes grown or
purchased by the Company. Insects, mites, microflora and various grapevine
diseases may subject vineyards to severe damage. Pesticides and the selection of
resistant rootstocks reduce losses from these causes, but do not eliminate the
risk of such loss. From time to time, the Company has experienced problems with
insects, animals and birds.
The Company's vineyards are in greatest part planted on rootstocks
other than AXR-1, and thus have been spared the serious outbreak of phylloxera
which has in the past several years infected California vineyards, especially
those in the Napa/Sonoma region. A portion of the vines at the Company's
Carmenet Vineyard are on AXR-1 rootstock, and some phylloxera infestation has
appeared. This infestation has to date spread very slowly, and the Company
believes that it can be contained to less than half of the planted acreage, with
the affected plantings being gradually replaced, over time, without material
impact on Carmenet's annual production. No assurance can, however, be given that
the infestation will continue to be so controlled or that Carmenet's production
will not be materially affected thereby.
Absence of Dividends. The Company has never paid cash dividends on its
capital stock and does not anticipate paying any cash dividends in the
foreseeable future.
<TABLE>
SELLING STOCKHOLDER
The 198,413 shares of Common Stock of the Company described in this
Prospectus are owned by the T. Rowe Price Small-Cap Value Fund, Inc.
The shares acquired by the T. Rowe Price Small-Cap Value Fund, Inc.
were obtained by it pursuant to the Stock Purchase Agreements and are being
registered hereunder pursuant to the registration rights provisions of those
agreements.
<CAPTION>
Percentage
Positions, Number of of Common
offices or other Shares Owned Stock to be
material relation- as of Shares owned upon
Name of ships with the Company October , Registered completion
Stockholder during the last 3 years 1995 Hereby of Offering*
- ----------- ----------------------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
T. Rowe Price Small-
Cap Value Fund, Inc. None 198,413 198,413 -0-
- --------
* Assumes all Common Stock registered hereby is offered and sold.
</TABLE>
-4-
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be offered by the Selling Stockholder from time to time
in Nasdaq National Market transactions, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Stockholder may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholder and/or the purchasers of the Shares for
whom such broker-dealers may act as agents or to whom they sell as principals,
or both (which compensation as to a particular broker-dealer might be in excess
of customary commissions). To the extent required, the specific number of Shares
to be sold, the terms of the offering including the name or names of any such
agent or dealer, the purchase price paid by any such agent or dealer for the
Shares and any applicable commission or discount with respect to any particular
offer will be set forth in an accompanying Prospectus Supplement. The Selling
Stockholder and any broker-dealers or agents that participate with the Selling
Stockholder in the distribution of the Shares may be determined to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Common Stock
offered hereby are being passed upon for the Company by Pillsbury Madison &
Sutro, Menlo Park, California.
EXPERTS
The consolidated financial statements of The CHALONE Wine Group, Ltd.
appearing in The CHALONE Wine Group, Ltd. Annual Report (Form 10-K) for the year
ended December 31, 1993, have been audited by Deloitte & Touche, LLP,
independent auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.
-5-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered hereby, other than
underwriting discounts and commissions. All amounts are estimated except the
Securities and Exchange Commission registration fee.
Amount
SEC registration fee................................... ---
Blue Sky fees and expenses............................. *
Accounting fees and expenses........................... *
Legal fees and expenses................................ *
Printing and engraving expense......................... *
Registrar and transfer agent's fees.................... *
Miscellaneous fees and expenses........................ *
Total............................................. *
The Company intends to pay the expenses of registration with respect to
the shares being sold by the Selling Stockholder hereunder. The Selling
Stockholder will pay expenses related to the sale of the shares offered hereby,
including any commissions, stock transfer taxes and independent legal fees.
- ---------------
* To be completed by amendment
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Act").
Article Fifth of the Company's Articles of Incorporation, as amended, and
Article 5.8 of the Company's Bylaws provide for indemnification of the Company's
directors and officers to the maximum extent permitted by the California General
Corporation Law. Persons covered by this indemnification provision include
current and former directors, officers, employees and other agents of the
Company, as well as persons who serve at the request of the Company as
directors, officers, employees or agents of another enterprise.
As permitted by section 204(a)(10) of the Code, the Company's Articles
of Incorporation eliminate a director's personal liability for monetary damages
to the Company and its stockholders arising from a breach or alleged breach of a
director's fiduciary duty, as set forth in section 309 of the Code, except for
liability for (i) intentional misconduct or a knowing violation of law, (ii)
acts or omissions involving the absence of good faith on the part of a director,
(iii) any transaction in which a director received an improper personal benefit,
(iv) reckless disregard of, or unexcused inattention to, the director's duties
to the corporation or (v) transactions in violation of sections 310 (contracts
in which a director has a material financial interest) or 316 (approval of
certain prohibited corporate transactions) of the Code.
The registration rights provisions of the Stock Purchase Agreements
entered into by the Company and the Selling Stockholders provide for
cross-indemnification by the Selling Stockholders of the Company, its directors
and officers, and the Company of the Selling Stockholders, and any officer or
director if an institution, for certain liabilities, including liabilities
arising under the Act, or otherwise.
II-1
<PAGE>
The Company currently has an officers' and directors' liability
insurance policy in effect.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------ -----------------------
5.1 Opinion of Pillsbury Madison & Sutro.
23.1 Consent of Deloitte & Touche
23.2 Consent of Pillsbury Madison & Sutro (included in its opinion
filed as Exhibit 5.1 to this Registration Statement).
24 Power of Attorney (see page II-4).
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned Company hereby undertakes:
(1) To file during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3)
of the Act;
(b) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement; and
(c) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement; provided,
however, that paragraphs (a) and (b) do not apply if the
information required to be included in a post-effective
amendment by the paragraphs is contained in periodic reports
and filed by the Registrant pursuant of Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
II-2
<PAGE>
(3) To remove from registration by means of a post-offering
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) For purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act which is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned on any and
all capacities, thereunto duly authorized, in the City of Napa, State of
California, on January __, 1995.
THE CHALONE WINE GROUP, LTD.
By /s/ W. PHILIP WOODWARD
-------------------------------------------
W. Philip Woodward
President and
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Each of the undersigned hereby appoints W. Philip Woodward and William
L. Hamilton and each of them (with full power to act alone), as attorneys and
agents for the undersigned, with full power of substitution for and in the same
place, and stead of the undersigned, to sign and file with the Securities and
Exchange Commission under the Securities Act of 1933 any and all amendments and
exhibits to this Registration Statement and any and all applications,
instruments and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever required or desirable.
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
President, Chief Executive Officer, and January __, 1995
- -------------------------- Director (Principal Executive Officer)
W. Philip Woodward
/s/ RICHARD H. GRAFF Chairman of the Board of Directors January __, 1995
- -------------------------
Richard H. Graff
/s/ WILLIAM L. HAMILTON Executive Vice President, Chief January __, 1995
- ------------------------- Financial Officer and Director
Wiliam L. Hamilton (Principal Financial Officer and
Principal Accounting Officer)
/s/ WENDY W. BENTSON Controller January __, 1995
- -------------------------
Wendy W. Bentson
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
Director January __, 1995
- ------------------------
Richard C. Hojel
/s/ C. RICHARD KRAMLICH Director January __, 1995
- ------------------------
C. Richard Kramlich
/s/ J. A. MCQUOWN Director January __, 1995
- ------------------------
J. A. McQuown
/s/ JAMES H. NIVEN Director January __, 1995
- ------------------------
James H. Niven
Director January __, 1995
- ------------------------
Eric de Rothschild
Director January __, 1995
- ------------------------
Christophe Salin
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
- ------ ------- -------------
5.1 Opinion of Pillsbury Madison & Sutro. --
23.1 Consent of Deloitte & Touche. --
23.2 Consent of Pillsbury Madison & Sutro (included in its
opinion filed as Exhibit 5.1 to this Registration
Statement).
24 Power of Attorney (see page II-4).
EXHIBIT 5.1
[LETTERHEAD OF PILLSBURY MADISON & SUTRO]
(415) 233-4505
January 31, 1995
The CHALONE Wine Group, Ltd.
621 Airpark Road
Napa, CA 94558
Dear Sirs:
We understand that The CHALONE Wine Group, Ltd. ("Chalone") is filing
this date with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, a Registration Statement on Form S-3 relating to the
proposed sale by a selling stockholder of up to 198,413 shares of common stock,
$.01 par value, of Chalone (the "Shares").
Please be advised that, in our opinion, the Shares when sold and
delivered in a manner and for the consideration set forth in the Registration
Statement, and any prospectus supplement relating thereto, will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration Statement
referred to above. We also consent to the use of our name in the related
Prospectus under the heading "Legal Matters."
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO
-----------------------------------
Pillsbury Madison & Sutro
EXHIBIT 23.1
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The CHALONE Wine Group, Ltd. on Form S-3 of our report dated March
11, 1994, appearing in the Annual Report on Form 10-K of The CHALONE Wine Group,
Ltd. for the year ended December 31, 1993.
We also consent to the reference to us under heading "Experts" in this
Registration Statement.
/s/ DELOITTE & TOUCHE LLP
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Deloitte & Touche LLP
January 31, 1995
