SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)*
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)
April 18, 1999
(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>
CUSIP No. 157639105
- --------------------------------------------------------------------------------
| 1 | NAMES OF REPORTING PERSONS
| | S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
| |
| | GHA 1 Holdings, 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
NUMBER OF | | 1,813,689 Shares
SHARES ---------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | | -0- Shares
REPORTING ---------------------------------------------------------
PERSON WITH | 9 | SOLE DISPOSITIVE POWER
| | 1,813,689 Shares
---------------------------------------------------------
|10 | SHARED DISPOSITIVE POWER
| | -0- Shares
- --------------------------------------------------------------------------------
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |
| | 1,813,689 Shares
- --------------------------------------------------------------------------------
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| | SHARES EXCLUDES SHARES HELD BY OTHERS WHO ARE PARTIES TO THE
| | 1995 VOTING AGREEMENT DESCRIBED HEREIN [X]
- --------------------------------------------------------------------------------
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| |
| | 18.38%
- --------------------------------------------------------------------------------
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
| |
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 157639105
- --------------------------------------------------------------------------------
| 1 | NAMES OF REPORTING PERSONS
| | S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
| |
| | SFI Intermediate Ltd.
- --------------------------------------------------------------------------------
| 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
| |
| | Texas
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
NUMBER OF | | 1,756,919 Shares
SHARES ---------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | | -0- Shares
REPORTING ---------------------------------------------------------
PERSON WITH | 9 | SOLE DISPOSITIVE POWER
| | 1,756,919 Shares
---------------------------------------------------------
|10 | SHARED DISPOSITIVE POWER
| | -0- 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 EXCLUDES SHARES HELD BY OTHERS WHO ARE PARTIES TO THE
| | 1995 VOTING AGREEMENT DESCRIBED HEREIN [X]
- --------------------------------------------------------------------------------
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| |
| | 17.80%
- --------------------------------------------------------------------------------
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN
| |
- --------------------------------------------------------------------------------
<PAGE>
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
NUMBER OF | | 1,813,689 Shares
SHARES ---------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | | -0- Shares
REPORTING ---------------------------------------------------------
PERSON WITH | 9 | SOLE DISPOSITIVE POWER
| | 1,813,689 Shares
---------------------------------------------------------
|10 | SHARED DISPOSITIVE POWER
| | -0- Shares
- --------------------------------------------------------------------------------
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |
| | 1,813,689 Shares
- --------------------------------------------------------------------------------
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| | SHARES EXCLUDES SHARES HELD BY OTHERS WHO ARE PARTIES TO THE
| | 1995 VOTING AGREEMENT DESCRIBED HEREIN [X]
- --------------------------------------------------------------------------------
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| |
| | 18.38%
- --------------------------------------------------------------------------------
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
| |
- --------------------------------------------------------------------------------
<PAGE>
AMENDMENT NO. 4 TO SCHEDULE 13D
This amends and supplements the Statement on Schedule 13D filed with
the Securities and Exchange Commission on February 13, 1997 by GHA 1 Holdings,
Inc., a Delaware corporation ("GHA"), SFI Intermediate Ltd., a Texas limited
partnership ("SFI"), and Phyllis S. Hojel, as previously amended, with respect
to the common stock, no par value (the "Common Stock"), of The CHALONE Wine
Group, Ltd., a California corporation (the "Company"). Unless otherwise
indicated, each capitalized term used but not defined herein shall have the
meaning assigned to such term in the Original Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Statement is hereby supplemented as follows:
On April 18, 1999, HC Holding Company Ltd, a Texas limited
partnership ("HC Holding"), exercised its right to convert $500,000 principal
amount of the Company's 5% Convertible Subordinated Debentures due April 18,
1999 (the "Debentures") into 56,770 shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Statement is hereby supplemented as follows:
The purpose of the conversion of the Debentures was to acquire the
shares of Common Stock issuable upon conversion prior to the expiration of the
conversion right upon maturity of the Debentures. The purpose of the acquisition
of Common Stock by the reporting persons and their predecessors has been and is
for investment. The reporting persons, through their ownership of voting
securities of the Company and their ability to designate members of the board of
directors of the Company and committees of the board as described in Item 6,
have the ability to influence the management and policies of the Company.
Reference is made to Item 6 for information regarding other persons with whom
the reporting persons may be deemed to be members of a group within the meaning
of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934 (the "Exchange
Act").
SFI currently intends to acquire from time to time, additional
shares of Common Stock through open market or private purchases, block trades,
the exercise of warrants or otherwise and at such prices and on such terms as
SFI deems advisable. If such purchases are made, SFI may thereafter cease making
such purchases at any time.
Except as set forth in this Item 4, SFI does not have any plans or
proposals which relate to or would result in any of the transactions or other
matters described in clauses (a) through (j) below (although it reserves the
right to develop any such plans or proposals).
<PAGE>
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Statement is hereby supplemented as follows:
(a) Mrs. Hojel and GHA beneficially own 1,813,689 shares of Common Stock,
which includes 416,667 shares issuable upon the exercise of warrants exercisable
at $8 per share. All of such securities except for 56,770 shares of Common Stock
acquired upon conversion of the Debentures as described in Item 4 are owned
directly by SFI. GHA is general partner of SFI and Mrs. Hojel is the sole
stockholder, director and officer of GHA. Based on the 9,452,276 shares of
Common Stock issued and outstanding as on June 29, 1999 (as disclosed in the
Company's proxy statement dated July 6, 1999), the shares of Common Stock
beneficially owned by Mrs. Hojel and GHA represent 18.38% of the shares of
Common Stock outstanding, after giving effect to the 416,667 additional shares
of Common Stock issuable upon exercise of the warrant described above,
<PAGE>
and the shares of Common Stock beneficially owned by SFI represent 17.80% of the
shares of Common Stock outstanding, after giving effect to the 416,667
additional shares of Common Stock issuable upon exercise of such warrant.
As described in Item 6, the reporting persons may be deemed to be
members of a group within the meaning of Rule 13d-5(b)(1) under the Exchange Act
with Domaines Barons de Rothschild (Lafite) ("DBR") and with W. Philip Woodward
("Mr. Woodward"). Based on a Schedule 13D filed on April 20, 1999, DBR
beneficially owns 4,530,301 shares of Common Stock, including 416,667 shares of
Common Stock issuable upon the exercise of a warrant (45.90% of the class after
giving effect to the exercise of such warrant). Based on the Company's proxy
statement dated July 6, 1999, Mr. Woodward beneficially owns 563,127 shares of
Common Stock, including 132,000 shares issuable upon the exercise of options
which are vested or will vest within the next 60 days (5.88% of the class after
giving effect to the exercise of such options). As a result, to the knowledge of
the reporting persons, members of the group which may be deemed to exist would
beneficially own an aggregate of 6,907,117 shares of Common Stock (66.30% of the
class after giving effect to the exercise of warrants held by SFI and DBR and
options held by Mr. Woodward).
(b) Except to the extent voting power may be deemed to be shared as set
forth in the last sentence of this paragraph, (a) SFI has sole voting and
dispositive power with respect to all shares of Common Stock it beneficially
owns, (b) by virtue of its status as general partner of SFI, GHA may also be
deemed to have sole voting and dispositive power with respect to such shares and
the 56,770 additional shares of Common Stock which it is deemed to beneficially
own through its status as general partner of HC Holding, which directly owns
such 56,770 shares and (c) by virtue of being sole stockholder, director and
officer of GHA, Mrs. Hojel may also be deemed to have sole voting and
dispositive power with respect to the shares of Common Stock beneficially owned
by GHA. The reporting persons may be deemed to share voting power with DBR and
Mr. Woodward as a result of the 1995 Voting Agreement described in Item 6.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Statement is hereby supplemented as follows:
SFI understands that DBR also intends to acquire additional shares
of Common Stock from time to time through open market purchases, block trades,
the exercise of warrants, or otherwise and at such prices and on such terms as
it deems advisable.
SFI and DBR have an understanding that their purchases of shares of
Common Stock will be coordinated so that, in general, DBR and SFI will preserve
their relative positions as to the Common Stock. From time to time DBR and SFI
may place orders with the same broker (although they are not obligated to do so)
who will be instructed to allocate any shares of Common Stock purchased in such
a manner. DBR and SFI will not have any economic interest in the
<PAGE>
shares of Common Stock purchased by the other. Each of them is free to terminate
the understanding described in this paragraph at any time.
As disclosed in the Company's proxy statement dated July 6, 1999 and
prior proxy statements and in prior Schedule 13D filings by predecessors of the
reporting persons, in 1995 a voting agreement (the "1995 Voting Agreement") was
entered into by DBR, Summus Financial, Inc. (a predecessor of SFI) and Mr.
Woodward. The 1995 Voting Agreement, which superseded an earlier voting
agreement entered into in 1993, provided (a) that the parties thereto having
beneficial interest and voting control of Common Stock equal to or in excess of
specified percentages of the outstanding shares would have the right to
designate a number of nominees for director of the Company depending on the
level of ownership (26% or greater, three designees; 12% to 26%, two designees;
and 5% to 12%, one designee), (b) that each party holding a beneficial interest
in excess of any of such thresholds would use his or its best efforts to ensure
that, subject to limitations imposed by law or fiduciary responsibility, the
designees of such party then serving as directors would vote for each of the
other parties' designees for nomination to management's slate of nominees, and
(c) that each party would vote all of its shares of Common Stock in favor of the
nominees so designated. The 1995 Voting Agreement provides that it will
terminate on September 29, 2000.
Under the 1995 Voting Agreement, as amended by an Adoption and
Amendment Agreement dated as of June 1999, SFI (as successor to Summus
Financial, Inc.) has the right to designate two directors of the Company. SFI's
designees currently serving as directors of the Company are Mark A. Hojel and
Phillip M. Plant. Mr. Hojel is a member of the Operating Committee and Mr. Plant
is a member of the Compensation Committee of the Company's Board of Directors
(such two committees having replaced the former Executive Committee). Mr. Hojel
is also a member of the Audit Committee of the Board. Mark A. Hojel is the son
of Phyllis S. Hojel. Phillip M. Plant has served as a financial advisor to the
Hojel family and is related to the Hojel family by marriage. A brokerage firm
with which Phillip M. Plant is associated may be engaged to effect purchases of
Common Stock for the accounts of SFI and DBR as described above in this Item 6.
Parties to the 1995 Voting Agreement and their designees, constitute
six of the Company's eleven directors.
As a result of their understanding with respect to coordinated
purchases of additional shares as described above in Item 6, the reporting
persons and DBR may be deemed to constitute a "group" within the meaning of Rule
13d-5(b)(1) under the Exchange Act. As a result of the 1995 Voting Agreement, a
group may also be deemed to exist among the reporting persons, DBR and Mr.
Woodward.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1 -- 1995 Voting Agreement (Incorporated by reference to Exhibit D to
Appendix I to the Chalone Wine Group, Ltd. Proxy Statement for a
Special Meeting of Shareholders, filed October 25, 1995.)
2 -- Adoption and Amendment Agreement to 1995 Voting Agreement
<PAGE>
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: August 18, 1999
GHA 1 HOLDINGS, INC.
By:/s/PHYLLIS S. HOJEL
Phyllis S. Hojel
President and Secretary
SFI INTERMEDIATE LTD.
By: GHA 1 HOLDINGS, INC.
General Partner
By:/s/PHYLLIS S. HOJEL
Phyllis S. Hojel
President and Secretary
/s/PHYLLIS S. HOJEL
Phyllis S. Hojel
EXHIBIT 2
Adoption and Amendment Agreement
to
1995 VOTING AGREEMENT
This Adoption and Amendment Agreement dated as of June, 1999 is
entered into by and among Domaines Barons de Rothschild (Lafite) ("DBR"), SFI
Intermediate Ltd. ("SFI") and W. Philip Woodward ("Woodward").
WHEREAS, on September 29, 1995, DBR, Woodward and Summus Financial,
Inc. ("Summus") entered into a Voting Agreement (the "Voting Agreement") with
respect to the Common Stock of the Chalone Wine Group, Ltd. (the "Company"); and
WHEREAS, the parties wish to evidence the substitution of SFI for
Summus under the Agreement;
NOW THEREFORE IT IS AGREED as follows:
SFI hereby adopts, and agrees to be bound by, the Agreement in place
and in stead of Summus as though named therein as Summus and assumes all of the
obligations of Summus under the Agreement, and DBR and Woodward hereby agree
that SFI shall succeed to and have all of the rights and interests of Summus
under the Agreement.
Section 2 of the Agreement is hereby amended by replacing clause (b)
thereof with the following:
"(b) by SFI shall include stock owned by HC Holding Company Ltd., a
Texas limited partnership;"
IN WITNESS WHEREOF, DBR, SFI and Woodward have executed this
Adoption and Amendment Agreement as of the day first above written.
DOMAINES BARONS DE ROTHSCHILD (LAFITE)
By: /S/ ERIC DE ROTHSCHILD
Eric De Rothschild
<PAGE>
SFI INTERMEDIATE LTD.
By: GHA 1 HOLDINGS, INC.
General Partner
By: /S/ PHYLLIS S. HOJEL
Phyllis S. Hojel
President and Secretary
/S/ W. PHILIP WOODWARD
W. PHILIP WOODWARD
