------------------
OMB APPROVAL
------------------
------------------
OMB Number:
3235-0145
Expires: Dec. 31,
1997
Estimated
average burden
Hours per form 14.90
-------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
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)
August 20, 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 |_|.
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>
SCHEDULE 13D
CUSIP No. 157639105 Page 2 of 6 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) |X|
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
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 4,530,301
--------------------------------------------------------------
--------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
--------------------------------------------------------------
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,530,301
--------------------------------------------------------------
--------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,530,301
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
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, beneficial ownership of which is expressly
disclaimed.
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.9
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
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 Nos. 1 through 14 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.
Not applicable.
Item 4.Purpose of Transaction.
Domaines 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
Domaines deems advisable. All of the shares of Common Stock acquired by Domaines
pursuant to all previously reported transactions were, and the additional shares
of Common Stock that it may hereafter purchase will be, acquired for investment.
Domaines reserves the right not to purchase any additional shares of Common
Stock or to cease making purchases at any time.
Page 3 of 6
<PAGE>
Except as set forth in the preceding paragraph, Domaines does not
have any present plans or intentions which relate to or would result in any of
the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5.Interest in Securities of the Issuer.
(a) As of August 20, 1999, 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"). The shares of Common Stock beneficially owned by
Domaines represent 45.9% of the Common Stock outstanding, after giving effect to
the additional shares of Common Stock issuable upon the exercise of the 1995
Warrant, based on a total of 9,452,276 shares of Common Stock outstanding on
June 29, 1999 (as disclosed in the Company's proxy statement dated July 6,
1999).
(b) Response unchanged.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6.Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
SFI Intermediate Ltd., another shareholder of the Company ("SFI"),
has also determined that it intends to acquire additional shares of Common Stock
from time to time through open market or private purchases, block trades, the
exercise of warrants or otherwise and at such prices and on such terms as it
deems advisable. SFI has advised Domaines that it has filed an amendment to
Page 4 of 6
<PAGE>
its previously filed Schedule 13D reporting such intention. Domaines, SFI
and W. Philip Woodward, the Chairman of the Board of Directors of the Company,
are parties to the 1995 Voting Agreement (attached as Exhibit 4 to Amendment No.
8 to Schedule 13D filed by Domaines on October 26, 1995) pursuant to which each
party has the right to designate one or more directors of the Company and each
party agrees to vote his or its shares of Common Stock for the other parties'
designees to the Company's Board.
Domaines and SFI have an understanding that their purchases of shares
of Common Stock will be coordinated so that Domaines and SFI will preserve their
relative positions as to the Common Stock. From time to time Domaines 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.
Domaines and SFI will not have any beneficial ownership interest in
the shares of Common Stock owned or purchased by the other. Except as described
above, Domaines and SFI do not have any understanding as to voting, disposition
or other matters relating to any shares of Common Stock which they presently own
or may acquire. Each of Domaines and SFI is free to terminate the understanding
with respect to coordinated purchases of additional shares of Common Stock at
any time.
As a result of the understanding referred to in this Item 6, Domaines
and SFI may be deemed to constitute a "group" within the meaning of Rule
13d-5(b)(1) under the Exchange Act.
Item 7.Material to be Filed as Exhibits.
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: August 20, 1999
DOMAINES BARONS DE ROTHSCHILD
(LAFITE)
By /s/ Michael A. Varet
---------------------
Michael A. Varet
Attorney-in-Fact
