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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. 12)*
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)
May 22, 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'zs 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 4,530,301
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,530,301
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WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,530,301
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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)
47.3
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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 11 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 May 22, 1998, Domaines purchased 34,157 shares of Common
Stock from W. Philip Woodward in a private transaction at a price of
$10.50 per share, for an aggregate consideration of $358,649. 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 May 22, 1998, Domaines beneficially owned, an
aggregate of 4,530,301 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
47.3 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 8,536,826 shares
outstanding on May 19, 1998 (as advised by the Company).
(b) Domaines has sole voting and dispositive power over all
shares of Common Stock it holds.
(c) On March 25, 1998, Domaines acquired 357,143 shares of
Common Stock from the Company upon exercise of a Warrant which it
acquired on March 29, 1993, at an exercise price of $7.00 per share,
for an aggregate consideration of $2,500,001. Other than the purchase
of the shares of Common Stock upon exercise of the 1993 Warrant and the
purchase of shares 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 May 22, 1998, Domaines purchased 34,157 shares of the
Common Stock in a private transaction (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: May 27, 1998 DOMAINES BARONS DE ROTHSCHILD (LAFITE)
By /s/Michael A. Varet
Michael A. Varet
Attorney-in-Fact
Page 6 of 6
