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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. 14)*
The Chalone Wine Group, Ltd.
- ---------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- ---------------------------------------------------------------------------
(Title of Class of Securities)
157639105
-----------------------------------
(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
- ---------------------------------------------------------------------------
(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 17
<PAGE>
IMPORTANT EXPLANATORY NOTE
PLEASE BE AWARE THAT THIS IS A REFILING OF AMENDMENT NO. 9 TO THE SCHEDULE
13D REPRESENTING THE BENEFICIAL OWNERSHIP OF DOMAINES BARONS DE ROTHSCHILD
(LAFITE) ("DOMAINES") IN THE CHALONE WINE GROUP, LTD. ("CHALONE") IT IS NOT A
NEW FILING AND DOES NOT REFLECT ANY TRANSACTION BY DOMAINES RELATING TO THE
SECURITIES OF CHALONE OTHER THAN AS PREVIOUSLY REPORTED IN AMENDMENT NO. 9.
AMENDMENT NO. 9 WAS ORIGINALLY FILED ELECTRONICALLY WITH THE SEC ON MAY 24,
1996, BUT WAS INADVERTENTLY FILED USING ANOTHER FILER'S SEC IDENTIFICATION
FILING CODE RATHER THAN THE CODE FOR DOMAINES. AS A RESULT, AMENDMENT NO. 9 DID
NOT APPEAR UNDER THE LIST OF 13D FILINGS FOR DOMAINES. THIS FILING OF AMENDMENT
NO. 14 TO DOMAINE'S SCHEDULE 13D IS MERELY INTENDED TO CORRECT THIS OVERSIGHT.
Page 2 of 17
<PAGE>
SCHEDULE 13D
CUSIP No. 157639105 Page 3 of 17 Pages
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Domaines Barons de Rothschild (Lafite)
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK, WC
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- ---------------------------------------------------------------------------
--------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 4,439,374
--------------------------------------------------------------
--------------------------------------------------------------
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
--------------------------------------------------------------
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,439,374
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
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.
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.7
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------------
*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>
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, No. 8, No. 9, No.
10, No. 11, No. 12 and No. 13 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 4 of 17
<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 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 5 of 17
<PAGE>
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 6 of 17
<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 continues to own one
share in Domaines and will continue to have one director to serve on Domaines'
Board.
Page 7 of 7
<PAGE>
(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 8 of 17
<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 9 of 17
<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: July 6, 1999 DOMAINES BARONS DE ROTHSCHILD
(LAFITE)
By s/Michael A. Varet
--------------------
Michael A. Varet
Attorney-in-Fact
Page 10 0f 17
<PAGE>
Schedule A
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 Municipaux
75007 Paris, France (SGIM)
French 57, rue Pigalle
75009 Paris, France
Mr. Roland VIOLOT President and Chief Executive Officer
18 Rue d'Armaille Salon International de L'Alimentation
75017 Paris, France (exhibition center)
French 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 Benjamin and
Geneva, Switzerland Edmond de Rothschild S.A.
French Geneva, Switzerland
Page 11 0f 17
<PAGE>
THE CHALONE WINE GROUP, LTD. represented by Mr. Philip WOODWARD,
621 Airpark Road President and Chief Executive Officer
Napa, California 94558
American
Mr. Eric de ROTHSCHILD Managing Partner
7 Avenue Marigny Domaines Barons de Rothschild (Lafite)
75008 Paris, France 33, rue de la Baume
French 75008 Paris, France
Mr. Christophe SALIN President
49 Boulevard Vincent Auriole Domaines Barons de Rothschild (Lafite)
75013 Paris, France 33, rue de la Baume
French 75008 Paris, France
Page 12 of 17
<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 13 of 17
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 14 of 17
<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 15 of 17
<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 16 of 17
