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OMB Number: 3235-0145
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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. 11)*
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
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(CUSIP Number)
Michael A. Varet, Esq.
Piper & Marbury L.L.P.
1251 Avenue of the Americas
New York, New York 10020-1104
(212) 835-6250
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 25, 1998
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(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 6
<PAGE>
SCHEDULE 13D
CUSIP No. 157639105 Page 2 of 6 Pages
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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*
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 4,496,144
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,496,144
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WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,496,144
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.9
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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 6
<PAGE>
This amends the Statement on Schedule 13D dated April 19,
1989, as amended by Amendments Nos. 1 through 10 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.
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.
Response unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
On March 25, 1998, Domaines purchased 357,143 shares of
Common Stock from the Company upon exercise of a Warrant which it
acquired on March 29, 1993 (the "1993 Warrant"), at an exercise price
of $7.00 per share, for an aggregate consideration of $2,500,001. The
source of the funds utilized by Domaines to purchase the shares of
Common Stock was its working capital.
Item 4. Purpose of Transaction.
All of the shares of Common Stock acquired by Domaines
pursuant to all 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 result
in or relate to any of the transactions described in subparagraphs (a)
through (j) of Item 4 of the Instructions to Schedule 13D.
Page 3 of 6
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) As of March 25, 1998, Domaines beneficially owned, an
aggregate of 4,496,144 shares of Common Stock, which includes 416,667
shares of Common Stock issuable upon the exercise of the Warrant
acquired by Domaines on October 25, 1995 (the "1995 Warrant"), and
567,706 shares issuable upon conversion of $5 million principal amount
of the Company's 5% Convertible Subordinated Debentures due April 18,
1999 (the "Debentures") acquired May 13, 1996, and 56,770 shares
issuable upon conversion of the Debentures acquired on April 10, 1997.
The shares of Common Stock beneficially owned by Domaines represent
45.9 percent of the Common Stock outstanding, after giving effect to
the additional shares of Common Stock issuable on the exercise of the
1995 Warrants, and conversion of the $5.5 million principal amount of
Debentures which it owns, based on a total of 8,752,180 shares
outstanding on March 25, 1998 (as advised by the Company).
(b) Domaines has sole voting and dispositive power over all
shares of Common Stock it holds.
(c) Other than the purchase of the shares of Common Stock
upon exercise of the 1993 Warrant (as described in Item 3), Domaines
has not effected any transaction in shares of Common Stock during the
past 60 days.
(d) Not applicable.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
On March 25, 1998, Domaines purchased 357,143 shares of the
Common Stock pursuant to exercise of the 1993 Warrant (see Item 3).
Page 4 of 6
<PAGE>
Item 7. Material to be Filed as Exhibits.
The following are filed herewith as Exhibits:
Exhibit Description
[None]
Page 5 of 6
<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: April 8, 1998 DOMAINES BARONS DE ROTHSCHILD (LAFITE)
By /s/Michael A. Varet
Michael A. Varet
Attorney-in-Fact
Page 6 of 6
