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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
The Chalone Wine Group, Ltd.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
157639105
-----------------------------------
(CUSIP Number)
Michael A. Varet, Esq.
Piper & Marbury L.L.P.
53 Wall Street
New York, New York 10005
(212) 858-5356
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 13, 1996
-------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SEC 1746 (12-91)
Page 1 of 15
<PAGE>
SCHEDULE 13D
CUSIP No. 157639105
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Domaines Barons de Rothschild (Lafite)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
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------- --------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 4,439,374
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------- --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
------- --------------------------------------------------
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,439,374
------- --------------------------------------------------
------- --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
------- --------------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,439,374
- - -------- -----------------------------------------------------------------------
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
Excludes shares held by others who are parties to the 1995 Voting
Agreement described herein.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.7
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
Page 2 of 15
<PAGE>
This amends the Statement on Schedule 13D dated April 19,
1989, as amended by Amendments No. 1, No. 2, No. 3, No. 4, No. 5, No. 6,
No. 7 and No. 8 thereto (collectively, the "Schedule 13D") previously
filed with the Securities and Exchange Commission by Domaines Barons de
Rothschild (Lafite) with respect to its beneficial ownership of common stock,
no par value, of The Chalone Wine Group, Ltd., a California corporation.
In accordance with Rule 101(a)(2)(ii) of Regulation S-T promulgated under the
Securities Exchange Act of 1934, as amended, this first electronically filed
amendment to the previously-filed paper format Schedule 13D restates the
entire text of the Schedule 13D as of the date hereof.
Item 1. Security and Issuer.
This statement relates to the Common Stock, no par value
(the "Common Stock") of The Chalone Wine Group, Ltd., a California corporation
(the "Company"). The address of the Company's principal executive office is
621 Airpark Road, Napa, California 94585-6272.
Item 2. Identity and Background.
This statement is being filed on behalf of Domaines Barons
de Rothschild (Lafite), a "societe en commandite par actions" organized and
existing under the laws of France ("Domaines"). Domaines is primarily engaged
in the business of owning and managing wine-producing properties, and its
principal executive offices are located at 33, rue de la Baume, 75008 Paris,
France. Domaines has not, during the past five years, been convicted in a
criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities
laws or finding violations with respect to such laws.
Page 3 of 15
<PAGE>
Information with respect to each of the members of Domaines' Supervisory
Counsel and each principal officer of Domaines is set forth on Schedule A
hereto and incorporated by reference herein.
Item 3. Source and Amount of Funds or Other Consideration.
On May 13, 1996, Domaines purchased $5 million principal
amount of the Company's 5% Convertible Subordinated Debentures due April 18,
1999 (the "Debentures") for an aggregate consideration of $5,008,904. The
Debentures were purchased in equal amounts from Ferruzzi Finanziaria, Milan,
Italy, and Montedison International NV, Viganello, Switzerland, for their
principal amount plus $8,904 representing accrued interest from May 1, 1996.
The source of the funds utilized by Domaines to purchase the Debentures was a
loan of 15,000,000 French Francs which Domaines made from Rothschild &
Compagnie Banque, 17 Avenue Matignon, 75008 Paris, France and Domaines' working
capital.
Item 4. Purpose of Transaction.
As previously reported on Schedule 13D, in 1989, the
Company and Domaines participated in certain transactions whereby the Company
and Domaines exchanged equity interests. Thereafter, Domaines has acquired
additional shares of Common Stock upon exercise of warrants, conversion of
debentures and participation in private placements by the Company. As the
result of a transaction that occurred on October 25, 1995, the Company
exchanged substantially all of the shares which it then owned in Domaines for a
23.5 percent partnership interest in Societe Civile Chateau Duhart-Milon, a
French company controlled by Domaines. At present the company owns only one
share of Domaines. See Item 6.
All of the shares of Common Stock acquired by Domaines
pursuant to such previously reported transactions and the transaction which is
the subject of this Amendment were acquired for investment. Domaines does not
have any present plan or intention which would
Page 4 of 15
<PAGE>
result in or relate to any of the transactions described in subparagraphs (a)
through (j) of Item 4 of the Instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of May 13, 1996, Domaines beneficially owned, an
aggregate of 4,439,374 shares of Common Stock, which includes 357,143 shares of
Common Stock issuable upon the exercise of the 1993 Warrants issued March 29,
1993, in connection with the private placement reported in Amendment No. 3
dated April 8, 1993 to the Schedule 13D ("1993 Warrants"); 416,667 shares of
Common Stock issuable upon the exercise of the Warrants issued to Domaines
pursuant to the Omnibus Agreement (described in Item 6) on October 25, 1995
(the "1995 Warrants"), and 567,706 shares issuable upon exercise of the
Debentures. The shares of Common Stock beneficially owned by Domaines
represent 49.66 percent of the Common Stock outstanding, after giving effect to
the additional shares of Common Stock issuable on the exercise of the 1993
Warrants, the 1995 Warrants, and conversion of the Debentures based on a total
of 7,597,766 shares outstanding on May 13, 1996 (as advised by the Company).
Domaines expressly disclaims that it and the signatories to
the "1995 Voting Agreement" (described in Item 6) constitute a "group" within
the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended. Domaines also expressly disclaims any beneficial ownership in the
Common Stock or other securities of the Company held by the other signatories
to the 1995 Voting Agreement.
(b) Domaines does not believe that the 1995 Voting Agreement
creates a circumstance of shared voting power. Accordingly, Domaines has sole
voting and dispositive power over all shares of Common Stock it holds.
(c) Other than the purchase of the Debentures (as described
in Item 3), Domaines has not effected any transaction in shares of Common Stock
during the past 60 days.
Page 5 of 15
<PAGE>
(d) Not applicable.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
(A) Current Transaction. On May 13, 1996, Domaines
purchased $5 million principal amount of the Debentures (see Item 3). The
Debentures are presently by their terms convertible into 567,706 shares of
the Company's Common Stock at a conversion price of $8.807 per share.
(B) Restatement - October 25, 1995 Transactions. As
previously reported on Amendment No. 8 to the Schedule 13D, on October 25,
1995, pursuant to an agreement (the "Omnibus Agreement") dated August 22,
1995, between the Company, Domaines, and Summus Financial, Inc. ("Summus") the
following transactions (the "Transactions") were completed:
(1) Domaines converted its $12,384,000 principal
amount of the Company's 5% Convertible Subordinated Debentures due 1999 (the
"Debentures") into 1,769,143 shares of Common Stock at $7.00 per share.
(2) Domaines and Summus each purchased 416,667 units
(the "Units") each Unit consisting of one share of Common Stock and one warrant
("Warrant") to purchase a like number of shares of Common Stock at $8.00 per
share, at $6.00 per Unit for an aggregate consideration of $2,500,002 each.
Each Warrant may be exercised until October 25, 2000.
(3) The Company contributed 14,054 shares (out of a
total of 14,055 shares) which it owned in Domaines to Societe Civile Chateau
Duhart-Milon ("CDM") in exchange for a 23.5 percent partnership interest in
CDM. (CDM is a French company, controlled by Domaines, that owns Chateau
Duhart-Milon, a vineyard in the Bordeaux region of France.) The Company
Page 6 of 15
<PAGE>
continues to own one share in Domaines and will continue to have one director
to serve on Domaines' Board.
(4) The Standstill Agreement between the Company and
Domaines (which was part of the April 19, 1989 Shareholders' Agreement between
the Company and Domaines -- See Exhibit 2 to Schedule 13D filed by Domaines on
May 4, 1989) was terminated. By the Omnibus Agreement, Domaines has agreed
not to increase its aggregate holding of the Company's Common Stock to over
49.9 percent on a fully diluted basis before December 31, 1999.
(5) The Company's Board of Directors (the "Board") was
increased from nine to eleven members, of which three will be nominated by
Domaines (which previously had two members on the Board) and two will be
nominated by Summus (which previously had one member on the Board). As long
as Domaines has at least two designees on the Company's Board, the Company has
agreed to use its best efforts to cause two designees of Domaines to be
appointed to the five person Executive Committee of the Board.
(6) Under the Omnibus Agreement, (i) if the Company
sells any of its Common Stock, or securities convertible into Common Stock, or
grants certain options for the purchase of Common Stock, Domaines will have the
right to purchase that amount of the particular securities being issued, on
the same terms and conditions as the remainder of the issuance, that will cause
Domaines' voting power in the Company immediately after the issuance to be not
less than such voting power immediately prior to the issuance.
(7) The registration rights under the Securities Act of
1933, as amended, provided for by the Common Stock Purchase Agreement executed
in connection with the 1933 private placement described in Amendment No. 3 to
the Schedule 13D have been extended to the Common Stock and Warrants issued in
the 1998 Transactions.
Page 7 of 15
<PAGE>
(A copy of the Omnibus Agreement was filed as an Exhibit to
Amendment No. 8 to the Schedule 13D filed on October 26, 1995.)
(8) In connection with the exchange by the Company of
shares in Domaines for a partnership interest in CDM, Domaines, the Company and
Societe Financiere Viticole S.A. (with which Domaines were the two partners of
CDM immediately prior to such exchange) entered into a Memorandum of
Understanding dated September 30, 1995, a copy of which was attached as Exhibit
2 to Amendment No. 8 to Schedule 13D filed by Domaines on October 26, 1995, and
an Amendment Agreement dated September 30, 1995 (amending the Articles of
Association (Statuts) of CDM), a copy of which was attached as Exhibit 3 to
Amendment No. 8 to Schedule 13D filed by Domaines on October 26, 1995.
(9) Domaines, Summus and W. Philip Woodward (Chairman of
the Company, acting in his individual capacity) entered into a "1995 Voting
Agreement" dated October 25, 1995, pursuant to which they have agreed that
commencing with the Company's 1996 Annual Meeting and for so long as the
parties own any voting stock of the Company during the term of the agreement
they will vote their shares in favor of their respective designees for
election as directors of the Company, subject to the terms of the 1995 Voting
Agreement, a copy of which was attached as Exhibit 4 to Amendment No. 8 to
Schedules 13D filed by Domaines on October 26, 1995. The 1995 Voting
Agreement terminates on October 25, 2000.
Item 7. Material to be Filed as Exhibits.
The following are filed herewith as Exhibits:
Exhibit Description
1. Agreement dated May 9, 1996
between Domaines and Ferruzzi
Finanziaria S.p.A.
2. Agreement dated May 9, 1996
between Domaines and Montedison
International N.V.
Page 8 of 15
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: May __, 1996 DOMAINES BARONS DE ROTHSCHILD (LAFITE)
By: /s/ Michael A. Varet
Michael A. Varet
Attorney-in-Fact
Page 9 of 15
<PAGE>
MEMBERS OF THE SUPERVISORY COUNCIL
AND PRINCIPAL OFFICERS OF
DOMAINES BARONS DE ROTHSCHILD (LAFITE)
Name, Address and Citizenship Employment
Mr. Jacques GETTEN Retired
(Chairman of the Supervisory Council)
21 Boulevard Beausejour
75016 Paris, France
French
Mr. Elie de ROTHSCHILD Retired
32 Ormonde Gate
SW3 4HA London, England
French
Mr. Bernard FRAIGNEAU Managing Partner
13 Avenue Bosquet Societe L'Lions (financial company)
75007 Paris, France 9, rue Rougemont
French 75009 Paris, France
Mr. Gerard COCRELLE Chairman
5 Rue Albert de Lapparent Societe de Gerance d'Immeubles
75007 Paris, France Municipaux (SGIM)
French 57, rue Pigalle
75009 Paris, France
Mr. Roland VIOLOT President and Chief Executive
18 Rue d'Armaille Officer
75017 Paris, France Salon International de
French L'Alimentation
(exhibition center)
27, rue de la Bienfaisance
75008 Paris, France
Mr. Mario de BENEDETTI Managing Director
145 Corso Chieri Imobiliare Agricola Septentrionale
10132 Torino, Italy Via Garibaldi 5
Italian Torino, Italy
Mr. Edmond de ROTHSCHILD Chairman
Chateau de Pregny La Compagnie Financiere Holding
Geneva, Switzerland Benjamin and Edmond de Rothschild
French S.A.
Geneva, Switzerland
Page 10 of 15
<PAGE>
THE CHALONE WINE GROUP, LTD. represented by Mr. Philip WOODWARD,
621 Airpark Road President and Chief Executive
Napa, California 94558 Officer
American
Mr. Eric de ROTHSCHILD Managing Partner
7 Avenue Marigny Domaines Barons de Rothschild
75008 Paris, France (Lafite)
French 33, rue de la Baume
75008 Paris, France
Mr. Christophe SALIN President
49 Boulevard Vincent Auriole Domaines Barons de Rothschild
75013 Paris, France (Lafite)
French 33, rue de la Baume
75008 Paris, France
Page 11 of 15
<PAGE>
EXHIBIT 1
This exhibit constitutes a fair and accurate English translation of a foreign
language document, as required by Rule 306 of Regulation S-T.
/s/Michael A. Varet
Michael A. Varet, Attorney-in-Fact
AGREEMENT
Between the undersigned:
FERRUZZI FINANZIARIA S.p.A., 4 Via Illica, Milan, 20121, ITALY,
represented by Enrico BONDI, Delegated Administrator, Director General
hereinafter referred to as the "Seller,"
and
LES DOMAINES BARONS DE ROTHSCHILD (LAFITE), 33, rue de la Baume, 75008, Paris,
FRANCE,
represented by Eric de ROTHSCHILD, President Director General,
hereinafter referred to as the "Buyer,"
FIRST, IT IS HEREBY ACKNOWLEDGED AS FOLLOWS:
On April 19, 1989, Chalone Wine Group, Ltd., formerly known as Chalone
Incorporated, 321 Airpark Road, Napa, California, 94558-6272, USA
(the "Company"), issued its 5% Convertible Subordinated Debenture due 1999
("Convertible Debenture No. 1") in the original principal amount of
US$2,500,000.
On October 18, 1996, the Seller acquired Convertible Debenture No. 1 in
connection with the merger of the Seller and the company Gaic S.p.A., which
took effect on October 31, 1995.
As the certificate evidencing Convertible Debenture No. 1 has been lost,
destroyed or stolen, the Seller has agreed, by two agreements dated May 13,
1996, (i) to declare the loss of such document to the Company and (ii) to
indemnify the Buyer against any and all damage which may result from the
eventual reappearance of such document.
The Buyer desires to purchase Convertible Debenture No. 1.
THE PARTIES HEREBY AGREE AS FOLLOWS:
Page 12 of 15
<PAGE>
PURPOSE.
Article 1.
By this agreement, the Seller agrees to transfer all of its right, title and
interest in and to Convertible Debenture No. 1 to the Buyer, who agrees to pay
the purchase price therefor.
TERMS AND CONDITIONS.
Article 2.
The purchase price is set at US$2,500,000 (two million five hundred thousand
dollars), to which shall be added a pro rata share of the coupon as of the date
of signing of this agreement.
Article 3.
It is expressly agreed between the parties that the Buyer will pay the agreed
price no more than five days after the signing of this agreement.
Article 4.
Each party will pay such registration and stamp taxes, and all such other taxes
or fees, as may be required of such party.
Article 5.
The Seller will notify the Company by certified mail, return receipt requested,
of the sale of Convertible Debenture No. 1 to the Buyer, as soon as the Seller
executes this agreement or by May 13, 1996, at the latest.
EFFECTIVE DATE.
Article 6.
This agreement will become effective on the date next to the name of the last
to sign of the parties, but no later than May 13, 1996.
LITIGATION.
Article 7.
For purposes of the execution of this agreement, the parties agree that each
shall be deemed to be domiciled in Paris.
In the event of litigation, the courts having power to rule over disputes
arising from the interpretation or the execution of this agreement will be
those whose decisions are subject to review by the Court of Appeals of Paris.
Signed in two counterparts.
Paris, May 9, 1996. Milan, May 13, 1996.
/s/ Eric de Rothschild /s/ Enrico Bondi
Les Domaines Barons de Rothschild (Lafite) Ferruzzi Finanziaria S.p.A.
Eric de ROTHSCHILD Enrico BONDI
Page 13 of 15
<PAGE>
EXHIBIT 2
This exhibit constitutes a fair and accurate English
translation of a foreign language document, as required by Rule 306 of
Regulation S-T.
/s/ Michael A. Varet
Michael A. Varet, Attorney-in-Fact
AGREEMENT
Between the undersigned:
MONTEDISON INTERNATIONAL N.V., c/o Montedison S.p.A., Foro Buonaparte 31,
Milan, 20124, ITALY,
represented by Fulvio CONTI, President,
hereinafter referred to as the "Seller,"
and
LES DOMAINES BARONS DE ROTHSCHILD (LAFITE), 33, rue de la Baume, 75008, Paris,
FRANCE,
represented by Eric de ROTHSCHILD, President Director General,
hereinafter referred to as the "Buyer,"
FIRST, IT IS HEREBY ACKNOWLEDGED AS FOLLOWS:
On April 19, 1989, Chalone Wine Group, Ltd., formerly known as Chalone
Incorporated, 321 Airpark Road, Napa, California, 94558-6272, USA (the
"Company"), issued its 5% Convertible Subordinated Debenture due 1999
("Convertible Debenture No. 2") in the original principal amount of
US$2,500,000.
The Seller acquired Convertible Debenture No. 2 on April 19, 1989.
The Buyer desires to purchase Convertible Debenture No. 2.
THE PARTIES HEREBY AGREE AS FOLLOWS:
PURPOSE.
Article 1.
By this agreement, the Seller agrees to transfer all of its right, title and
interest in and to Convertible Debenture No. 2 to the Buyer, who agrees to pay
the purchase price therefor.
Page 14 of 15
<PAGE>
TERMS AND CONDITIONS.
Article 2.
The purchase price is set at US$2,500,000 (two million five hundred thousand
dollars), to which shall be added a pro rata share of the coupon as of the date
of signing of this agreement.
Article 3.
It is expressly agreed between the parties that the Buyer will pay the agreed
price no more than five days after the signing of this agreement.
Article 4.
Each party will pay such registration and stamp taxes, and all such other taxes
or fees, as may be required of such party.
Article 5.
The Seller will notify the Company by certified mail, return receipt requested,
of the sale of Convertible Debenture No. 2 to the Buyer, as soon as the Seller
executes this agreement or by May 13, 1996, at the latest.
EFFECTIVE DATE.
Article 6.
This agreement will become effective on the date next to the name of the last
to sign of the parties, but no later than May 13, 1996.
LITIGATION.
Article 7.
For purposes of the execution of this agreement, the parties agree that each
shall be deemed to be domiciled in Paris.
In the event of litigation, the courts having power to rule over disputes
arising from the interpretation or the execution of this agreement will be
those whose decisions are subject to review by the Court of Appeals of Paris.
Signed in two counterparts.
Paris, May 9, 1996. Milan, May 13, 1996.
/s/ Eric de Rothschild /s/ Fulvio Conti
Les Domaines Barons de Rothschild (Lafite) Montedison International N.V.
Eric de ROTHSCHILD Fulvio CONTI
Page 15 of 15
<PAGE>
