<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)*
The CHALONE Wine Group, Ltd.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
157639105
- --------------------------------------------------------------------------------
(CUSIP Number)
Phyllis S. Hojel
c/o HM International Inc.
5810 East Skelly Drive, Suite 1000
Tulsa, Oklahoma 74135-6403
(918) 664-1914
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 26, 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 [ ].
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 should 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).
<PAGE> 2
CUSIP No. 157639105
---------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Hook Investments LLC, formerly Hook Financial Inc.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds
OO
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
-----------------------------------------------------------------
(7) Sole Voting Power -0- Shares
Number of -----------------------------------------------------------------
Shares Bene- (8) Shared Voting Power -0- Shares
ficially
Owned by -----------------------------------------------------------------
Each Report- (9) Sole Dispositive Power -0- Shares
ing Person
With -----------------------------------------------------------------
(10) Shared Dispositive Power -0- Shares
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0- Shares
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.0%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
Page 2 of 5 pages
<PAGE> 3
CUSIP No. 157639105
---------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Phyllis S. Hojel
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds
OO
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -------------------------------------------------------------------------------
(7) Sole Voting Power -0- Shares
Number of -----------------------------------------------------------------
Shares Bene- (8) Shared Voting Power 1,756,919 Shares
ficially
Owned by -----------------------------------------------------------------
Each Report- (9) Sole Dispositive Power -0- Shares
ing Person
With -----------------------------------------------------------------
(10) Shared Dispositive Power 1,756,919 Shares
Shares
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,756,919 Shares
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
21.1%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IN
Page 3 of 5 pages
<PAGE> 4
AMENDMENT NO. 1 TO SCHEDULE 13D
Hook Investments LLC, a Delaware limited liability company ("Hook
Investments"), formerly Hook Financial Inc., an exempted company organized
under the laws of the Cayman Islands ("Hook Financial"), and Phyllis S. Hojel
hereby amend and supplement their joint Statement on Schedule 13D as originally
filed on April 3, 1996 (the "Original Statement"), with respect to the common
stock, no par value (the "Common Stock"), of The CHALONE Wine Group, Ltd., a
California corporation (the "Company"). Pursuant to Rule 13d-2(c) of the
Securities Exchange Act of 1934, as amended, the Original Statement has been
restated in its entirety and is being filed as Exhibit 99 to this Amendment No.
1. Unless otherwise indicated, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the Original Statement.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Original Statement is hereby amended and
supplemented as follows:
On December 26, 1996, Hook Financial transferred all of its
assets, including all of the shares of Common Stock beneficially owned by Hook
Financial, to SFI Intermediate Ltd., a Texas limited partnership ("SFI").
This transaction facilitated the ownership and management of certain
assets of the Hojel family.
ITEM 5. INTEREST IN SECURITIES OF THE INVESTOR.
Item 5 of the Original Statement is hereby amended and
supplemented as follows:
As of December 26, 1996, Hook Financial beneficially owned zero
(0) shares of Common Stock. As of December 26, 1996, each of Phyllis S. Hojel,
SFI, GHA 1 Holdings, Inc., a Delaware corporation ("GHA"), RCH 1 Holdings,
Inc., a Delaware corporation ("RCH"), LHZ 1 Holdings, Inc., a Delaware
corporation ("LHZ") and MAH 1 Holdings, Inc., a Delaware corporation ("MAH")
(RCH, LHZ and MAH having merged with and into GHA as of December 31, 1996),
beneficially owned an aggregate of 1,756,919 shares of Common Stock,
approximately 21.1% of the 7,611,604 shares outstanding (as reported in the
Company's Form 10-Q for the quarterly period ended September 30, 1996). As of
December 26, 1996, Phyllis S. Hojel, SFI, GHA, RCH, LHZ and MAH shared voting
power and the power to dispose or direct the disposition of such 1,756,919
shares of Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99 - Schedule 13D of the Company filed by Hook Financial
and Phyllis S. Hojel on April 3, 1996.
Page 4 of 5 pages
<PAGE> 5
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: January 29, 1997 HOOK INVESTMENTS LLC, formerly
HOOK FINANCIAL INC.
By: /s/ Phyllis S. Hojel
------------------------------
Phyllis S. Hojel
President and Secretary
/s/ Phyllis S. Hojel
-------------------------------------
Phyllis S. Hojel
Page 5 of 5 pages
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
Exhibit 99 - Schedule 13D of the Company filed by Hook Financial and Phyllis
S. Hojel on April 3, 1996.
</TABLE>
<PAGE> 1
EXHIBIT 99
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
The CHALONE Wine Group, Ltd.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
157639105
- --------------------------------------------------------------------------------
(CUSIP Number)
Phyllis S. Hojel
c/o HM International Inc.
5810 East Skelly Drive, Suite 1000
Tulsa, Oklahoma 74135-6403
(918) 664-1914
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 25, 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 this statement [X]. (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 less than five percent 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 should 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).
<PAGE> 2
CUSIP No. 157639105
- -------------------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Hook Financial Inc.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds
OO
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Cayman Islands
- -------------------------------------------------------------------------------
(7) Sole Voting Power -0- Shares
Number of -----------------------------------------------------------------
Shares Bene- (8) Shared Voting Power 1,756,919 Shares
ficially
Owned by -----------------------------------------------------------------
Each Report- (9) Sole Dispositive Power -0- Shares
ing Person
With -----------------------------------------------------------------
(10) Shared Dispositive Power 1,756,919 Shares
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,756,919 Shares
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
21.2%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
Page 2 of 7 pages
<PAGE> 3
CUSIP No. 157639105
- -------------------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Phyllis S. Hojel
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds
OO
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -------------------------------------------------------------------------------
(7) Sole Voting Power -0- Shares
Number of -----------------------------------------------------------------
Shares Bene- (8) Shared Voting Power 1,756,919 Shares
ficially
Owned by -----------------------------------------------------------------
Each Report- (9) Sole Dispositive Power -0- Shares
ing Person
With -----------------------------------------------------------------
(10) Shared Dispositive Power 1,756,919 Shares
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,756,919 Shares
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
21.2%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IN
Page 3 of 7 pages
<PAGE> 4
ITEM 1. SECURITY AND ISSUER.
The class of securities to which the statement relates is common
stock, no par value (the "Common Stock"), of The CHALONE Wine Group, Ltd., a
California corporation (the "Company"). The address of the principal executive
offices of the Company is 621 Airpark Road, Napa, California 94558.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Hook Financial Inc., an exempted
company organized under the laws of the Cayman Islands ("Hook"), and its
address and principal business office is 5810 East Skelly Drive, Suite 1000,
Tulsa, Oklahoma 74135-6403. Hook is a private investment company. Phyllis S.
Hojel, who is a citizen of the United States and whose business address is 5810
East Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135-6403, is the president and
secretary and sole director of Hook. Hook has no executive officers, other
than Ms. Hojel.
This statement is also being filed by Phyllis S. Hojel. In
addition to being the president and secretary and sole director of Hook, Ms.
Hojel is the trustee under a Voting Trust Agreement governing all of the shares
of voting capital stock of Hook.
During the last five years, neither Hook nor Phyllis S. Hojel nor
any of Hook's executive officers or directors has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body and as a
result of such proceeding was or is subject to any judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 25, 1996, over 99% of the partnership interests in SFI
Intermediate Ltd., a Texas limited partnership ("SFI"), were transferred to
Hook and SFI distributed over 99% of its assets, including all of the shares of
Common Stock beneficially owned by SFI, to Hook. These transactions
facilitated the ownership and management of certain assets of the Hojel family.
ITEM 4. PURPOSE OF TRANSACTION.
The transaction facilitated the ownership and management of
certain assets of the Hojel family.
Except as set forth in this Schedule 13D, neither Hook nor
Phyllis S. Hojel has any present plans or intentions which would result in or
relate to any of the transactions described in subparagraphs (a) through (j) of
Item 4 to Schedule 13D.
Page 4 of 7 pages
<PAGE> 5
ITEM 5. INTEREST IN SECURITIES OF THE INVESTOR.
As of March 25, 1996, each of Hook and Phyllis S. Hojel
beneficially own an aggregate of 1,756,919 shares of Common Stock,
approximately 21.2% of the 7,596,018 shares outstanding (as reported in the
Company's Form 10-Q for the quarterly period ended September 30, 1995). Hook
and Phyllis S. Hojel share voting power and the power to dispose or direct the
disposition of such 1,756,919 shares of Common Stock. Except as described
herein, there have been no acquisitions of shares of Common Stock during the
past sixty (60) days by Hook or Phyllis S. Hojel.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the terms and provisions of a Common Stock Purchase
Agreement dated March 29, 1993 (the "1993 Purchase Agreement"), Hook has the
right, in the event the Company fails to maintain a Board of Directors with at
least nine authorized members, to sell 285,714 shares of Common Stock and an
additional 285,714 shares of Common Stock acquired upon the exercise of certain
warrants back to the Company, if the Company is then legally able to effect a
repurchase, at the then market price of Common Stock.
Pursuant to the terms and provisions of an Omnibus Agreement
dated as of August 22, 1995 (i) in the event that the Company shall sell any of
its Common Stock, or securities convertible into Common Stock, or grant certain
options for the purchase of Common Stock, Hook shall 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, as will cause Hook's voting power
in the Company immediately after such issuance to be not less than such voting
power immediately prior to such issuance, and (ii) as long as Hook has at least
one designee on the Company's Board of Directors, the Company shall use its
best efforts to cause a designee of Hook to be appointed to the Company's five-
person Executive Committee.
The foregoing is a summary of certain provisions of the 1993
Purchase Agreement and the Omnibus Agreement and is qualified by and subject to
the more complete information contained in the 1993 Purchase Agreement filed as
Exhibit 2 hereto and the Omnibus Agreement filed as Exhibit 3 hereto,
respectively.
ITEM 7. EXHIBITS.
Exhibit 1 - Joint Filing Agreement between Hook Financial Inc.
and Phyllis S. Hojel.
Exhibit 2 - Common Stock Purchase Agreement, dated March 29,
1993, which includes a form of warrant
(incorporated by reference from the
Page 5 of 7 pages
<PAGE> 6
Company's Current Report on Form 8-K dated March
31, 1993 (File No. 0-13406)).
Exhibit 3 - Omnibus Agreement, dated as of August 22, 1995, by
and among the Company, Domaines Barons de
Rothschild (Lafite) and Summus, which includes a
form of Warrant (incorporated by reference from
Appendix I to the Company's Proxy Statement dated
October 4, 1995 (File No. 0-13406)).
Page 6 of 7 pages
<PAGE> 7
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: March 25, 1996
HOOK FINANCIAL INC.
By: /s/ Phyllis S. Hojel
-----------------------
Phyllis S. Hojel
President and Secretary
/s/ Phyllis S. Hojel
------------------------------
Phyllis S. Hojel
Page 7 of 7 pages
