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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. 16)*
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 Rudnick & Wolfe LLP
1251 Avenue of the Americas
New York, New York 10020
(212) 835-6250
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 14, 2000
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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) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, 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 4,535,376
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,535,376
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WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,535,376
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
Excludes shares held by others pursuant to the 1995 Voting Agreement
among the Reporting
Person, SFI Intermediate Ltd. and W. Philip Woodward.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.4%
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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 Amendment Nos. 1 through 15 (the
"Schedule 13D"), previously filed with the Securities and Exchange
Commission by Domaines Barons de Rothschild (Lafite) (the
"Reporting Person") 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.
Item 3 of the Schedule 13D is supplemented as follows:
Substantially all the funds used by the Reporting
Person to purchase the shares of Common Stock as described herein
were obtained through a bank overdraft facility. See response to
item 6. The aggregate purchase price for the purchase of such
shares of Common Stock was $3,104,169.15.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is supplemented as follows:
On March 8, 2000, the Reporting Person exercised in
full its right to purchase 416,667 shares of Common Stock
pursuant to a Warrant issued by the Company on August 25, 1995
(the "1995 Warrant"). The Reporting Person undertook to exercise
the 1995 Warrant prior to its October 25, 2000 expiration date in
consideration of a reduction in the exercise price of the 1995
Warrant from $8.00 per share to $7.45 per share authorized by the
Company's Board of Directors. The purpose of the exercise of the
Page 3 of 6
<PAGE>
1995 Warrant was to acquire the shares of Common Stock issuable
upon exercise at a reduced exercise price prior to the expiration
of the exercise period and to assist the Company by providing
cash to fund certain acquisitions.
Except as set forth in the preceding paragraph,
Reporting Person 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) Item 6(a) of the Schedule 13D is supplemented as
follows:
As of March 8, 2000, Reporting Person beneficially
owned, an aggregate of 4,535,376 shares of Common Stock. The
shares of Common Stock beneficially owned by Reporting Person
represents 46.4% of the Common Stock outstanding, based on a
total of 9,366,038 shares of Common Stock outstanding on February
9, 2000 (as reported in the Company's Form 10-Q/A, filed February
23, 2000).
(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.
Item 6 of the Schedule 13D is supplemented as follows:
The Reporting Person obtained $3.1 million of the funds
necessary to exercise the 1995 Warrant through a bank overdraft
facility extended by Credit Lyonnais. The overdraft is for a
maximum period of one year and bears interest at LIBOR plus .45
percent.
Page 4 of 6
<PAGE>
The Reporting Person understands that on February 29,
2000, SFI Intermediate Ltd., exercised in full its right to
purchase 416,667 shares of Common Stock pursuant to a Warrant
issued by the Company. Such exercise was made on the same terms
that the Reporting Person exercised the 1995 Warrant.
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, I certify that the information set forth in
this statement is true, complete and correct.
Dated: March 14, 2000 DOMAINES BARONS DE ROTHSCHILD
(LAFITE)
By /s/ Michael A. Varet
Michael A. Varet
Attorney-in-Fact
Page 6 of 6
