SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________
FORM 10-QSB
___________________________________________________________
Quarterly Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the Quarter Ended March 31, 1997
Commission File Number 0-21522
WILLAMETTE VALLEY VINEYARDS, INC.
(Exact name of registrant as specified in charter)
Oregon 93-0981021
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
___________________________________________________________
8800 Enchanted Way, S.E., Turner, Oregon 97392
(503)-588-9463
(Address, including Zip code, and telephone number,
including area code, of registrant's principal executive
offices)
___________________________________________________________
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.
[X] YES [ ] NO
Number of shares of common stock outstanding as of
March 31, 1997 3,785,356 shares, no par value
Transitional Small Business Disclosure Format
[ ] YES [X] NO
WILLAMETTE VALLEY VINEYARDS, INC.
INDEX TO FORM 10-Q
Part I - Financial Information
Item 1--Balance Sheet
Statement of Operations
Cash Flow
Notes to Consolidated Financial Statements
Item 2--Management's Discussion and Analysis of
Financial Condition and Results of Operations
Part II - Other Information
Item 4--Exhibits and Reports of Form 8-K
Signature
WILLAMETTE VALLEY VINEYARDS, INC.
Balance Sheet
March 31,
1997 December 31,
ASSETS (unaudited) 1996
Current assets:
Cash and cash equivalents $ 583,466 $ 794,885
Accounts receivable trade, net 277,222 288,905
Other receivable 11,892 12,388
Inventories 3,057,995 2,843,053
Prepaid expenses 108,557 94,790
Deferred income taxes 111,438 111,438
_________ _________
Total current assets 4,150,570 4,145,459
Vineyard development cost, net 395,363 386,605
Property and equipment, net 5,450,081 5,421,016
Investments 115,134 115,218
Notes receivable 140,649 138,511
Debt issuance costs,net 86,583 56,896
__________ __________
Total assets $ 10,338,380 $ 10,263,705
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Line of credit $ 743,981 $ 479,626
Current portion of long term debt 97,819 97,819
Accounts payable 286,678 117,428
Accrued commissions and payroll 65,302 122,745
Other accrued liabilities 24,853 51,511
Income taxes payable 14,148 29,148
Grapes payable 425,762 551,014
_________ _________
Total current liabilities 1,658,543 1,449,291
Long-term debt 3,045,213 3,072,181
Deferred income taxes 114,028 114,028
_________ _________
Total liabilities 4,817,784 4,635,500
--------- ---------
Shareholders' equity
Common stock, no par value -
10,000,000 shares authorized,
3,785,356 shares issued outstanding 5,369,868 5,369,868
Retained earnings 150,728 258,337
--------- ---------
Total shareholders' equity 5,520,596 5,628,205
--------- ---------
Total liabilities and shareholders'
equity $ 10,338,380 $ 10,263,705
========== ==========
The accompanying notes are an integral part of this
financial statement.
WILLAMETTE VALLEY VINEYARDS, INC.
Statement of Operations
(Unaudited)
Three Months Ended March 31,
___1997___ ___1996___
Revenues
Total Revenue $ 817,122 $ 703,308
-------- --------
Cost of Sales 356,779 308,327
-------- --------
Gross Margin 460,343 394,981
-------- --------
Selling, general and
administrative expenses 501,200 386,260
-------- --------
Other income (expense):
Interest income 11,358 6,688
Interest expense (79,913) (48,975)
Other income 1,803 1,697
_________ _________
(66,752) (40,590)
--------- ---------
Net loss before income taxes (107,609) (31,869)
Income tax benefit (expense) - -
_________ _________
Net loss (107,609) (31,869)
Retained earnings beginning of period 258,337 87,907
--------- ---------
Retained earnings end of period $ 150,728 $ 56,038
======== ========
Net loss per common share $ (0.03) $ (0.01)
======== ========
Weighted average number of
common shares outstanding 3,785,356 3,785,356
========= =========
The accompanying notes are an integral part of this
financial statement.
WILLAMETTE VALLEY VINEYARDS, INC.
Statement of Cash Flows
(unaudited)
Three Months Ended March 31,
___1997___ ___1996___
Cash flows from operating activities:
Net loss $ (107,609) $ (31,869)
Reconciliation of net loss to net cash
used for operating activities:
Depreciation and amortization 110,265 85,099
Changes in assets and liabilities:
Accounts receivable trade 11,683 23,673
Other receivable 496 (3,947)
Inventories (214,942) (22,615)
Prepaid expenses (13,767) (36,019)
Notes receivable (2,138) (2,364)
Grape payable (125,252) (32,852)
Accounts payable 169,250 (25,071)
Taxes payable (15,000) (14,800)
Accrued liabilities (84,101) (19,662)
_________ _________
Net cash used by operating activities (271,115) (80,427)
--------- ---------
Cash Flow from investing activities
Construction expenditures and purchases
of equipment (135,504) (65,536)
Vineyard development expenditures (12,584) (11,679)
Cash received for investments 84 8,720
_________ _________
Net cash used by investing activities (148,004) (68,495)
--------- ---------
Cash Flows from financing activities:
Line of credit borrowings (repayment) 264,355 (161,300)
Debt issuance cost (29,687) 507
Repayment of long term debt (26,968) (15,304)
_________ _________
Net cash provided by financing activities 207,700 (176,097)
--------- ---------
Net decrease in cash and cash equivalents (211,419) (325,019)
Cash and cash equivalents:
Beginning of period 794,885 599,895
_________ _________
End of period $ 583,466 $ 274,876
========= =========
The accompanying notes are an integral part of this
financial statement.
WILLAMETTE VALLEY VINEYARDS, INC
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1) BASIS OF PRESENTATION
The interim financial statements have been prepared by the
Company, without audit and subject to year-end adjustment,
in accordance with generally accepted accounting principles,
except that certain information and footnote disclosure made
in the latest annual report have been condensed or omitted
for the interim statements. Certain costs are estimated for
the full year and are allocated to interim periods based on
estimates of operating time expired, benefit received, or
activity associated with the interim period. The financial
statements reflect all adjustments which are, in the opinion
of management, necessary for fair presentation.
Effective July 1, 1994, Willamette Valley, Inc.
Microbreweries Across America ("WVI"), an affiliated
company, formed an administrative, accounting and stock
transfer department to provide services to its subsidiaries
and to any affiliated companies that elected to contract
such services. Beginning July 1, 1994 until December 3,
1995, the Company contracted to purchase certain
administrative, accounting, and stock transfer services from
WVI rather than provide those services internally. On
December 3 1995, the Company added personnel to replace the
services which, prior to this date, were provided by WVI.
2) INVENTORIES BY MAJOR CLASSIFICATION ARE SUMMARIZED AS
FOLLOW:
March 31, December 31,
___1997___ ___1996___
Winemaking and packaging materials $ 80,969 $ 87,321
Work-in-progress (costs relating
to unprocessed and/or bulk
wine products) 1,361,078 1,559,612
Finished goods (bottled wines 1,615,948 1,196,120
and related products) _________ _________
$3,057,995 $2,843,053
========= =========
3) PROPERTY AND EQUIPMENT CONSIST OF THE FOLLOWING:
March 31, December 31,
___1997___ ___1996___
Land and improvements $ 563,077 $ 563,077
Winery building and hospitality
center 3,719,311 3,718,733
Equipment 2,623,308 2,576,748
Construction in progress 116,279 27,913
_________ _________
$ 7,021,975 $6,886,471
Less accumulated depreciation (1,571,894) (1,465,455)
_________ _________
$ 5,450,081 $5,421,016
========= =========
4) SUBSEQUENT EVENTS:
On April 15, 1997, the Company aquired 100 percent of the
outstanding stock of Tualatin Vineyards Inc. ("TVI") . The
purchase price paid by the Company to the TVI shareholders
in exchange for their shares was $1,824,000 plus TVI's
current assets minus TVI's current and long term liabilities
as reflected in its balance sheet dated April 15, 1997. The
Company paid 35 percent of the purchase price in the form of
cash with the balance paid through the issuance of
unregistered shares of the Company's Common Stock at an
exchange rate based on an agreed price for the Company's
Common Stock of $3.162366 per share. A portion of the
purchase price is being held in escrow pending completion
and delivery of the final balance sheet from TVI setting
forth the actual current assets, current liabilities, and
long term liabilities on the closing date April 15, 1997.
This balance sheet will be delivered to the Company sixty
days after the closing date.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS
Revenue
Winery Operations
The Company's revenues from winery operations(before excise
taxes are deducted) are summarized as follows:
Three Months Ended
March 31,
__1997__ __1996__
Tasting Room sales & Rental Income $ 140,598 $ 150,992
On-site and off-site festivals 85,622 76,092
In state sales 316,964 307,270
Out of state sales 298,126 168,954
_______ _______
Total Revenue $ 841,310 $ 703,308
======= =======
Tasting Room sales for the three months ended March 31, 1997
decreased 7% over the same period in 1996. The decrease in
sales during the first quarter of 1997 was principally
attributable to the shortage of certain kinds of wines not
available in the first quarter of 1997. One the most
popular wines in the tasting room, Edelweiss, was not
available until late February which had a significant impact
on the sales in the first quarter. With the release of
additional wines late in the quarter, the tasting room sales
in March, 1997 were $2,000 higher than the previous period
in 1996. In order to stimulate sales in this segment of the
business, several new venues were added to the retail
operation in the first quarter of 1997. The "4th Friday at
Willamette Valley Vineyards" will be held monthly and will
showcase wine, food, music, and art. In addition, the Retail
Manager will be holding several "Wine Appreciation" classes
focusing on the many aspects of wine tasting.
On-site and off-site festival sales for the first quarter of
1997 increased 13% over the first quarter of 1996. The
Company maintains that with its new Hospitality Center it
will continue to generate greater interest in the winery and
its festivals. The Company experienced an increase of sales
revenue generated by its annual Vintage Release Festival
both from on site sales and presold wine orders.
Sales in the state of Oregon, through the Company's
independent sales force, increased 3% in the first quarter
of 1997 over the first quarter of 1996. This increase was
principally attributable to new accounts, better point-of-
sale information, improved sales management, and targeted
sales of higher margin wines. The Company received in this
quarter three gold medals for its 1996 White Riesling, a
double gold from the Taster Guild, a gold from the Newport
Seafood and Wine Festival, and a gold and "best of class"
from the McMinnville Wine Classic. These three significant
awards for the 96 White Riesling had a significant impact
on the sales of White Riesling in Oregon which is already
established as one of the leading brands in the state plus
it is the Company's number one seller in the state based on
revenue.
Out-of-state sales in the first quarter of 1997 increased
76% over the first quarter of 1996. The Company now sells
wine in 32 states as compared to 26 states in the first
quarter of 1996. The Company established three new
distributors in Ohio, Washington D.C., and Rhode Island
which accounted for revenues of $52,456 in the first quarter
of 1997. Further the Company has seen a significant increase
of sales in the first quarter of 1997 over the same period
last year in several already established states. These
states include Florida, Colorado, and the Northeastern
states. The Company has received recent awards, with gold
medals for 1995 Chardonnay and 1996 Whole Berry Fermented
Pinot Noir from the Taster Guild which will reflect very
favorably in all out-of-state venues.
Excise taxes
This is the first quarterly report in which the Company has
reported its excise taxes as a deduction of sales revenue to
equal net revenue (as shown on the Statement of Operations).
In past Quarterly reports the Company has reported excise
taxes as selling, general and administrative expense. Since
the Company only collects these excise taxes for the federal
and state governments, it should not consider these expense
as legitimate selling, general and administrative expenses.
The amount for the first quarter of 1997 was $24,188. For
the same period in 1996, the excise taxes collected was
$22,022 which was reported as a selling, general, and
administrative expense in the first quarter 1996 results.
Gross Profit
Winery Operations
As a percentage of revenue, gross profit for the winery
operations remain the same at 56% in the first quarter of
1997 as compared to 56% in the first quarter of 1996. The
Company expects the gross margins to remain at this level
through 1997. In the past few years, the Company has
experienced higher production costs specifically in the
price of grapes. In order to keep the margin at a sustained
level, the Company has expanded its marketing efforts to
sell more higher priced wines which have greater profit
margin.
Selling, General and Administrative Expense
Selling, general and administrative expenses increased 30%
to $501,200 in the first quarter of 1997 from $386,260 in
the first quarter of 1996. The increase in the selling,
general, and administration expenses was principally
attributed to higher costs due to operating at a higher
sales level. The Company pays its independent sales
representative by commission. Thus, as sales revenue
increases, more commissions are due.
As a percentage of revenue from winery operations, selling,
general and administrative expenses increased to 61% in the
first quarter of 1997 from 55% in the first quarter of 1996.
In the past few months, the Company has experienced
increased expenses relating to samples, travel, and point-
of-sale expenses for the significant expansion of sales
outside of the state.
Further, in the first quarter of 1997, the Company incurred
a significant amount of legal fees over the same period in
1996. Most of the fees were related to several unexpected
events including, a trademark dispute, employee compensation
issues, and a dispute with the state over some additional
taxes. Selling, general and administrative expenses have
also increased as the Company has hired a full time General
Manager and other additional personnel to provide management
previously provided by its affiliate, Willamette Valley,
Inc., Microbreweries Across America ("WVI"),accounting and
other services which were under a management contract which
was terminated on June 30, 1996. The Company believes that
its current operations and growth plans necessitate a full-
time management staff rather than relying on management
services from WVI.
Other Income, Other Income and Expense
Interest income/other income increased to $13,161 for the
first quarter of 1997 from $8,385 for the first quarter of
1996 primarily as a result of income from investing unused
building funds. Interest expense increased to $79,913 in
the first quarter of 1997 from $48,975 in 1996. As the
Company incurred additional interest expense from funds
borrowed from Farm Credit Services in the fall of 1996 to
finance additional production capacity needed in 1996 and
beyond.
Income Taxes
As in prior years, the Company has operated with a net loss
for the first three months in 1997 but truly expects to show
a profit by the end of 1997. Income taxes associated with
the loss in the first three months of 1997 were immaterial.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Company had a working capital balance
of $2.5 million and a current ratio of 3:1. At December 31,
1996, the Company had a working capital balance of $2.7
million and a current ratio of 3:1.
The Company has a cash balance of $583,466 at March 31,
1997. It has committed $485,000 of the cash balance for the
completion of 20,000 square foot storage building on site
which is expected to be completed by June 1997.
The Company obtained a line of credit of $1,000,000 from
Farm Credit Services during the last quarter of 1996. At
March 31, 1997, the line of credit balance $743,981.
The Company has a total long term debt balance of $3,045,213
owed to Farm Credit Services. This debt was used to finance
the Hospitality Center and invest in winery equipment to
increase its capacity to produce nearly 100,000 cases of
wine per year. The Company has three separate notes with
Farm Credit Services each of which becomes due in 2012. The
interest rates are 8.15%, 9.95%, and 8.55% .
At March 31, 1997, the Company still owes $425,762 on grape
contracts for the 1996 fall production crop which are due on
April 1, 1997. The Company expects to pay off these grape
contracts using funds remaining on its line of credit.
The Company expects that cash available at March 31, 1997,
together with income from operations and periodic borrowings
from its line of credit, will satisfy its cash requirements
for at least the next twelve months.
SUBSEQUENT EVENT
On April 15, 1997, the Company aquired 100 percent of the
outstanding stock of Tualatin Vineyards Inc. ("TVI") . The
purchase price paid by the Company to the TVI shareholders
in exchange for their shares was $1,824,000 plus TVI's
current assets minus TVI's current and long term liabilities
as reflected in its balance sheet dated April 15, 1997. The
Company paid 35 percent of the purchase price in the form of
cash with the balance paid through the issuance of
unregistered shares of the Company's Common Stock at an
exchange rate based on an agreed price for the Company's
Common Stock of $3.162366 per share. A portion of the
purchase price is being held in escrow pending completion
and delivery of the final balance sheet from TVI setting
forth the actual current assets, current liabilities, and
long term liabilities on the closing date April 15, 1997.
This balance sheet will be delivered to the Company sixty
days after the closing date.
On April 15, 1997, the Company obtained a seventeen
year term loan from Farm Credit Services of
$1,300,000. Part of the term loan, $770,000 was used
to pay the cash portion of the TVI aquisition to the
TVI shareholders at closing. The remaining funds are
designated for development of unplanted vineyard land
obtained in the TVI aquisition. The Company plans to
plant an additional 50 acres on the property site in
the next two years. It is estimated that the annual
interest payment plus payment on the principle of the
loan will amount to $150,000 annually. The Company
expects that principle plus interest payments will be
paid out of the funds from the operation of the winery
at the TVI site. The Company intends to market wines
under the TVI label and operate at the same current
operating level but expects to save a significant
amount of overhead expenses by combining the
operations of the TVI winery with the Company's
existing winery.
PART II. OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K.
(a)Exhibits Description:
10.18 Agreement of Merger and Plan of
Reorganization among Willamette
Valley Vineyards, Inc.,Tualatin
Vineyards, Inc., William
Malkmus, William Fuller
Virginia Fuller, Loran Stewart,
Jewel Hult William Manning
Paul ten Doesschate and Bruce
Herzinger dated April 1, 1997
and executed April 15, 1997
(b) Reports on Form 8-K
On January 23, 1997 the Company filed a Form 8-K in
connection with its execution of a Letter of Intent with
Tualatin Vineyards, Inc. ("TVI") relating to the Company
purchase of 100 percent of the outstanding stock of TVI, for
a purchase price of $1,824,000, plus TVI's current assets
less the current and long term liabilities as reflected in
its audited balance sheet as of the closing date of
aquisition. Pursuant to the Letter of Intent, the Company
will pay 35 percent of the purchase price in cash and the
balance will be paid through the issuance of unregistered
shares of Common Stock of the Company. The Form 8-K included
as exhibits copies of the Letter of Intent dated Janiary 6,
1997 and a press release dated January 23, 1997, related to
the execution of the Letter of Intent. The Acquisition was
completed on April 15, 1997.
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of
1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
WILLAMETTE VALLEY VINEYARDS, INC.
Date: By /s/ James W Bernau
James W Bernau
President and Secretary
Date: By /s/ Kevin Chambers
Kevin Chambers
General Manager
Date: By /s/ John Moore
John Moore
Controller
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of
1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Date: By James W Bernau
President and Secretary
Date: By Kevin Chambers
General Manager
Date: By John Moore
Controller
WILLAMETTE VALLEY VINEYARDS, INC.
ARTICLES OF MERGER
OF
TUALATIN VINEYARDS, INC. #099545-12
WITH AND INTO
WILLAMETTE VALLEY VINEYARDS, INC. #108800-86
Pursuant to Oregon Revised Statute 60.494, Willamette Valley
Vineyards, Inc., an Oregon corporation (Willamette), the
surviving corporation of the merger of Tualatin Vineyards, Inc.,
an Oregon corporation (Tualatin), with and into Willamette (the
Merger), files these articles of merger with the office of the
Secretary of State.
1. The Plan of Merger. The Plan of Merger among
Willamette, Tualatin and William Malkmus, William Fuller,
Virginia Fuller, Loran Stewart, Jewel Hult, William Manning, Paul
Ten Doesschate and Bruce Herzinger is set forth as Exhibit A and
is incorporated by reference.
2. Shareholder Approval. The Merger required the approval
of Tualatin's shareholders. Tualatin's shareholders approved the
Merger as follows:
(a) 7,675 shares of common stock were outstanding and
entitled to vote on the Merger.
(b) 7,675 shares of common stock voted for the Merger
and no shares voted against the Merger.
3. Effective date. These Articles of Merger are effective
when duly filed with the Corporate Division of the Secretary of
State of the state of Oregon.
4. Contact. The person to contact about this filing is:
Jack W. Schifferdecker, Jr.
Ater Wynne Hewitt Dodson & Skerritt
222 SW Columbia Street, Suite 1800
Portland, OR 97201
Telephone: (503) 226-1191
Dated: April 15 , 1997.
WILLAMETTE VALLEY VINEYARDS, INC.
By: /s/ J. W. Bernau
Name: James Bernau
Title: President
Status: DOCUMENT CONVERTED TO FINAL ON February 20, 1997.
DATES MAY BE DATE CODES AND NOT HARD DATES.
108800-86
PDX4-56860.1 75100-0005
PLAN OF MERGER AND ARTICLES OF MERGER
OF
TUALATIN VINEYARDS, INC.
WITH AND INTO
WILLAMETTE VALLEY VINEYARDS, INC.
Section 1. Corporations Proposing To Merge and
Surviving Corporation.
(a) The corporations to be merged are Tualatin Vineyards,
Inc., an Oregon corporation (Tualatin), and Willamette Valley
Vineyards, Inc., an Oregon corporation (Willamette).
(b) The surviving corporation after the merger shall be
Willamette (the Surviving Corporation), the name of which shall
continue to be Willamette Valley Vineyards, Inc.
Section 2. The Merger.
At the Effective Time, in exchange for the consideration set
forth in the Agreement of Merger and Plan of Reorganization dated
as of April 1, 1997 (the Agreement), entered into by and among
Willamette, Tualatin, and William Malkmus, William Fuller,
Virginia Fuller, Loran Stewart, Jewel Hult, William Manning, Paul
Ten Doesschate and Bruce Herzinger, who among them hold all of
the issued and outstanding shares of the common stock of Tualatin
(each a Shareholder and together, the Shareholders), Tualatin
shall merge into Willamette. No other property, shares, other
securities or consideration of any type will be distributed or
issued in connection with or as a result of the Merger, except as
contemplated by the Agreement. Upon consummation of the Merger,
the separate corporate existence of Tualatin shall cease. The
separate corporate existence of Willamette, with all its
purposes, objects, rights, privileges, powers and franchises,
shall continue unaffected by the Merger. Upon consummation, the
Merger shall have the effects specified in the Oregon Business
Corporation Act for mergers and all issued and outstanding shares
of the capital stock of Tualatin shall be converted into the
right to receive shares of the common stock of Willamette and/or
cash payments in a transaction qualifying as a tax-free
reorganization under Section 368(a) of the Code.
Section 3. Terms of Merger.
3.1 Effective Date and Time. The Merger shall become
effective when the Plan of Merger and Articles of Merger are duly
filed with the Secretary of State of the State of Oregon (the
Effective Time).
3.2 Articles of Incorporation. At the Effective Time, the
Articles of Incorporation of Willamette shall remain in effect as
the Articles of Incorporation of the Surviving Corporation.
3.3 Bylaws. At the Effective Time, the Bylaws of Willamette
shall remain in effect as the Bylaws of the Surviving
Corporation.
3.4 Directors and Officers. The officers and directors of
Willamette immediately prior to the Effective Time shall be the
initial officers and directors of the Surviving Corporation, each
to hold office in accordance with the Articles of Incorporation
and Bylaws of the Surviving Corporation.
3.5 No Further Rights. At and after the Effective Time, any
holder of certificates theretofore representing shares of common
stock of Tualatin shall cease to have any rights as a shareholder
of Tualatin, but instead shall have only the right to receive the
Merger Consideration (as defined below).
Section 4. Manner and Basis of Conversion of Common
Stock of Tualatin and Willamette.
(a) At the Effective Time, by reason of the Merger and
without any action by Willamette, Tualatin or any Shareholder,
each share of common stock of Tualatin (Tualatin Common Stock)
issued and outstanding immediately before the Effective Time
shall be canceled and extinguished and automatically converted
into the right to receive shares of Willamette's common stock
(the Willamette Common Stock) and/or the right to receive cash
payments in accordance with Schedule 1.4(a) to the Agreement.
The aggregate amount of cash and shares of Willamette Common
Stock that the Shareholders shall have the right to receive
pursuant to the Merger shall be referred to in this Plan of
Merger as the Merger Consideration.
(b) The value of the Merger Consideration received by the
Shareholders in exchange for the Tualatin Common Stock shall
equal $1,824,000 plus the current assets (with inventory valued
at cost under generally accepted accounting principles) minus the
current and long-term liabilities of Tualatin, including the fee
described in Section 5 below payable to Acquisitions Northwest
Inc. (ANI), Portland, Oregon, earned in connection with the
transactions contemplated by the Agreement and in this Plan of
Merger, as reflected on Tualatin's audited balance sheet dated as
of November 30, 1996, and as adjusted pursuant to an updated,
unaudited balance sheet delivered by Tualatin to Willamette prior
to the Closing (the Closing Balance Sheet). The Closing Balance
Sheet shall be adjusted within 60 days after the Closing Date
based on the Final Balance Sheet (as defined in Section 1.4(d) of
the Agreement) pursuant to the procedures set forth in Section
1.4(d) of the Agreement.
(c) At the Closing, Willamette shall pay 35 percent of the
Merger Consideration by separate cashier's checks to the
Shareholders receiving cash as shown on Schedule 1.4(a) attached
to the Agreement. Additionally, in satisfaction of the remaining
65 percent of the Merger Consideration, Willamette shall issue to
the Shareholders receiving shares of Willamette Common Stock as
shown on Schedule 1.4(a) to the Agreement the number of shares of
Willamette Common Stock obtained by dividing the amount of such
balance by a price per share of Willamette Common Stock equal to
the average of the NASDAQ closing prices for the 60-day period
ending February 21, 1997 (the Price Per Share). In paying such
consideration, Willamette shall deliver two cashiers checks to
each Shareholder receiving cash and two certificates representing
Willamette Common Stock to each Shareholder receiving Willamette
Common Stock to facilitate the deposit into escrow of their
respective pro rata shares of the total amount to be held in
escrow as shown on Schedule 1.4(a) to the Agreement.
(d) At the Closing, the Shareholders shall deposit the
number of shares of Willamette Common Stock equal to $65,000.00
divided by the Price Per Share and $35,000.00 in cash
(collectively, the Escrow Amount) in an escrow account with U.S.
National Bank of Oregon as Escrow Agent pursuant to the terms of
an Escrow Agreement substantially in the form attached to the
Agreement as Schedule 1.4(d) (the Escrow Agreement), for
settlement of any post-closing adjustments to the Closing Balance
Sheet, pursuant to Section 1.4(d) of the Agreement (the Escrow).
This deposit shall be made in proportion to each Shareholders
percentage interest in the Merger Consideration.
Section 5. Broker's Fee.
At Closing, a broker's fee is owed to ANI by Tualatin for
services rendered. This fee is a liability of Tualatin to be
included in calculating the Merger Consideration. It is to be
assumed and paid to ANI at the Closing by Willamette with its
unregistered common stock before the Merger Consideration amount
is calculated and distributed to the Shareholders based on the 65
percent stock and 35 percent cash ratio. These shares are to
carry the same rights and privileges as those shares of
Willamette received by the Shareholders.
Section 6. No Fractional Shares.
No fractional shares shall be issued pursuant to the
Agreement. Any fractional amount resulting from conversion as
described above shall be rounded up, if one-half of a share or
more, or down, if less than one-half of a share, to the nearest
full share.
Section 7. Adjustment to the Merger Consideration.
(a) Within 60 days after the Closing Date, William Malkmus,
the Shareholder Representative, shall deliver to Willamette a
final adjusted unaudited balance sheet of Tualatin, dated as of
the Closing Date, to reflect any changes (e.g., expenses, refunds
or vineyard cultivation costs) not known as of the Closing (the
Final Balance Sheet). Willamette shall have 10 business days
following its receipt of the Final Balance Sheet to deliver a
written notice to the Shareholder Representative of any objection
or disagreement it may have with respect to the Final Balance
Sheet. If the Shareholders do not receive Willamette's written
notice within 10 business days following Willamette's receipt of
the Final Balance Sheet, then the Final Balance Sheet shall be
final, conclusive and binding on the parties. Otherwise, the
parties shall in good faith attempt to resolve any disputes
regarding the Final Balance Sheet within 30 days following
Willamette's receipt of the Final Balance Sheet. If the parties
in good faith are unable to agree or resolve any dispute with
respect to the Final Balance Sheet, then the matter shall be
submitted to arbitration in accordance with the arbitration
procedure set forth in Section 7.7 of the Agreement. If
Willamette makes a timely objection, any amount in Escrow which
is not in dispute shall be immediately distributed to the
Shareholders in the same proportions of shares of Willamette
Common Stock (based on the Price Per Share) and cash, and by the
same method, as the Shareholders received on the Closing Date in
accordance with the procedure set forth in Section 5 of the
Escrow Agreement.
(b) If the amount of the Merger Consideration as calculated
under the Final Balance Sheet, as agreed upon by the parties
following the resolution of all disputed claims, if any, is less
than the amount of the Merger Consideration as calculated under
the Closing Balance Sheet, Willamette shall receive from Escrow
the amount equal to the difference, in the same proportions of
stock and cash as the Shareholders received at the Closing and
the remainder, if any, shall be distributed to the Shareholders
in the same proportions of stock and cash as the Shareholders
received at the Closing. If the amount of the Merger
Consideration as calculated under the Final Balance Sheet is less
than the amount of the Merger Consideration as calculated under
the Closing Balance Sheet by an amount more than the amount in
Escrow ($100,000), then the Tualatin Shareholders must make up
the difference and the whole amount, the Escrow amount and the
difference, shall be distributed to Willamette within ten
business days of the parties' resolution of all disputed claims,
if any, with respect to the Final Balance Sheet. If the Final
Balance Sheet is more than the amount of the Merger Consideration
as calculated under the Closing Balance Sheet, then the
Shareholders shall receive the amount in Escrow, plus any amount
in excess of the Closing Balance Sheet within ten business days
of the parties= resolution of all disputed claims, if any, with
respect to the Final Balance Sheet. If either Willamette or the
Shareholders fail to make any payment required under this
subsection, within the specified period, then the amount so owing
shall be payable on demand and interest shall accrue on the
unpaid amount from the date due until paid at the rate of 5
percent, but not to exceed the maximum rate permitted by
applicable law.
Section 8. Transferability of Willamette Common Stock.
Willamette and the Shareholders shall enter into a
Registration Rights Agreement in substantially the form attached
to the Agreement as Schedule 1.4(e) granting the Shareholders
demand rights to cause Willamette to register such shares for
public resale under the Federal securities laws at any time after
the second anniversary of the Effective Time; provided, however,
that the Registration Rights Agreement shall also provide that
the Shareholders shall have piggyback rights which are effective
immediately upon Closing.
Section 9. Audit Reimbursement.
Willamette shall pay the amount of $12,000 to Tualatin, as
reimbursement for the cost of having Coopers & Lybrand prepare an
audited balance sheet as of November 30, 1996, if the Closing
does not occur, unless the Closing fails to occur as a result of
Tualatin terminating the Agreement prior to the Closing.
Section 10. Surrender and Exchange of Certificates.
At the Closing, each Shareholder shall deliver and surrender
for cancellation the certificate or certificates representing his
or her shares of Tualatin Common Stock as shown on Schedule 1.5
attached to the Agreement. Immediately after the Effective Time,
and on surrender of any such certificate or certificates,
Willamette shall cause its transfer agent to deliver to each such
Shareholder a certificate or certificates representing the number
of shares of Willamette Common Stock, as shown on Schedule
1.4(a), into which such shares of Tualatin Common Stock shall
have been converted pursuant to Section 1.4(a). If any
certificate for shares of Willamette Common Stock is to be issued
in a name other than that in which the certificate for Tualatin
Capital Stock surrendered in exchange therefore is registered,
the certificate so surrendered must be properly endorsed and
otherwise in proper form for transfer.
Section 11. Miscellaneous.
11.1.Further Assurances. If at any time Willamette shall
consider or be advised that any further assignments, conveyances
or assurances in law or in equity are necessary or desirable to
vest, perfect or confirm in Willamette the title to any property
or rights of Tualatin, or otherwise carry out the provisions
hereof, the proper officers and directors of Tualatin prior to
the Effective Time, and thereafter the officers of Willamette on
behalf of Tualatin, shall execute and deliver any and all proper
assignments, conveyances and assurances in law or in equity, and
do all things necessary or desirable to vest, perfect or confirm
title to such property or rights in Willamette or otherwise carry
out the provisions hereof.
11.2.Amendment At any time prior to the Effective Time,
Willamette and Tualatin retain the authority to, and may, but are
not obligated to amend this Plan of Merger by mutual agreement
authorized by their respective Board of Directors (and whether
before or after the shareholders of Tualatin have approved this
Plan of Merger) to facilitate the performance thereof, to augment
the intention of the parties in carrying out the transactions
provided for herein, or to comply with any applicable regulation,
order or requirement of any governmental authority.
11.3 Assignment. This Plan of Merger shall not be assigned
by either of the parties of Tualatin or Willamette without the
prior written consent of the other.
11.4 Counterparts. This Plan of Merger may be executed in
any number of counterparts, each such counterpart being deemed to
constitute an original instrument, and all such counterparts
shall together constitute the same agreement.
11.5 Governing Law. This Plan of Merger shall be governed
by and construed in accordance with the laws of the State of
Oregon, exclusive of choice of law principles.
IN WITNESS WHEREOF, this Plan of Merger has been executed
and delivered by Tualatin and Willamette as of the 15 day of
April 15 , 1997.
WILLAMETTE VALLEY VINEYARDS, INC.,
an Oregon corporation
By: /s/ J. W. Bernau
Name: James Bernau
Title: President
TUALATIN VINEYARDS, INC.,
an Oregon corporation
By: /s/ William H. Malkmus
Name: William Malkmus
Title: President
Status: DOCUMENT CONVERTED TO FINAL ON April 14, 1997.
DATES MAY BE DATE CODES AND NOT HARD DATES.
Status: THIS DOCUMENT HAD A DRAFT STAMP CREATED ON
February 21, 1997. RUN THE CONVERT TO FINAL MACRO BEFORE PRINTING
FINAL VERSION.
108800-86
PDX4-60054.1 75100-0005
108800-86
7
PDX4-60054.1 75100-0005
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is
entered into as of April 15, 1997, by and among WILLAMETTE VALLEY
VINEYARDS, INC., an Oregon corporation (the Company), and the
following holders of the Company's common stock (each a Holder
and together the Holders): WILLIAM MALKMUS, WILLIAM FULLER,
VIRGINIA FULLER, LORAN STEWART, JEWEL HULT, WILLIAM MANNING, PAUL
TEN DOESSCHATE, BRUCE HERZINGER, JAMES W. BERNAU, DONALD VOORHIES
and ACQUISITIONS NORTHWEST, INC. (ANI@).
RECITALS
To (a) induce the Holders (other than James W. Bernau,
Donald Voorhies and ANI) to exchange their shares of the common
stock of Tualatin Vineyards, Inc., an Oregon corporation
(Tualatin), for the shares of the Company pursuant to a Merger
Agreement, dated as of April 1, 1997 (the Merger Agreement),
between the Company, the Holders (other than ANI) and certain
other parties named in the Merger Agreement, (b) induce James W.
Bernau and Donald Voorhies, as founders and directors of the
Company, to approve the granting of the rights under this
Agreement, and (c) induce ANI to accept shares of the Company's
Common Stock as payment of its broker's fee arising in connection
with the transactions contemplated by the Merger Agreement, the
Company has agreed to provide the registration rights as set
forth in this Agreement.
Therefore, the parties to this Agreement hereby agree as
follows:
1. Definitions. Unless the context otherwise requires,
the terms defined in this Section 1 shall have the meanings
herein specified for all purposes of this Agreement, applicable
to both the singular and plural forms of any of the terms herein
defined. Capitalized terms used but not defined in this
Agreement shall have the meanings ascribed to them in the Merger
Agreement.
Affiliate means any Person which directly or indirectly
controls, is controlled by, or is under common control with, the
indicated Person.
Agreement means this Registration Rights Agreement.
ANI means Acquisitions Northwest, Inc.
Board means the Board of Directors of the Company.
Common Stock means the Common Stock of the Company.
Commission means the Securities and Exchange Commission
or any other Federal agency from time to time administering the
Securities Act.
Company has the meaning assigned to it in the
introductory paragraph of this Agreement.
Exchange Act means the Securities Exchange Act of 1934,
as amended.
Holder(s) has the meaning assigned to it in the
introductory paragraph of this Agreement, including the Holder(s)
and their respective successors or assigns.
Holders of a Majority of the Registrable Securities
means the Person or Persons who are the Holders of greater than
fifty percent (50%) of the shares of Registrable Securities then
outstanding (which Person or Persons have the authority to
approve, consent, or object to, or require Willamette to take
certain actions in connection with, the registration of the
Registrable Securities pursuant to this Agreement); provided,
however, that for purposes of this definition only, the term
Holders shall not include James W. Bernau or Donald Voorhies.
Managing Underwriter has the meaning assigned to it in
Section 2(d) hereof.
Merger means the merger of Tualatin into Willamette
pursuant to the Merger Agreement.
Person includes any natural person, corporation, trust,
association, company, partnership, joint venture and other entity
and any government, governmental agency, instrumentality or
political subdivision.
The terms register, registered and registration refer
to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the
declaration or ordering of the effectiveness of such registration
statement.
Registrable Securities means (a) all Common Stock now
or hereafter owned by the Holders and (b) any securities issued
or issuable with respect to the Common Stock referred to in
clause (a) above by way of a stock dividend or stock split or in
connection with a combination of shares, reclassification,
recapitalization, merger or consolidation or reorganization;
provided, however, that such shares of Common Stock shall only be
treated as Registrable Securities if and so long as they have not
been (i) sold to or through a broker or dealer or underwriter in
a public distribution or a public securities transaction, or (ii)
sold in a transaction exempt from the registration and prospectus
delivery requirements of the Securities Act under Section 4(1)
thereof so that, upon the consummation of such sale, all transfer
restrictions and restrictive legends with respect to such Common
Stock are removed and the seller and purchaser of such Common
Stock receive an opinion of counsel for the Company, in form and
content reasonably satisfactory to such seller and purchaser and
their respective counsel, to the effect that such Common Stock in
the hands of the purchaser is freely transferable without
restriction or registration under the Securities Act in any
public or private transaction.
Securities Act means the Securities Act of 1933, as
amended.
2. Piggyback Registration Rights.
(a) Each time the Company determines to prepare and
file a registration statement under the Securities Act with
respect to any of its securities (other than on Form S-4, S-8 or
a registration statement covering solely an employee benefit
plan) in connection with the proposed offer and sale for money of
any of its securities either for its own account or on behalf of
any other security holder, the Company agrees to give prompt
written notice of its determination to all Holders of Registrable
Securities, which notice shall offer to such Holders the
opportunity to register the number of shares of Registrable
Securities as each Holder may request. Upon the written request
of a Holder of any shares of Registrable Securities given within
thirty (30) days after the receipt of such written notice from
the Company, the Company agrees to use its best efforts to cause
all such Registrable Securities, the Holders of which have so
requested registration thereof, to be included in such
registration statement and registered under the Securities Act,
all to the extent necessary to permit the sale or other
disposition by the prospective seller or sellers of the
Registrable Securities to be so registered. Notwithstanding the
foregoing, the Holders of Registrable Securities shall have no
such registration rights under this section 2(a) if the managing
underwriter of an underwritten public offering advises the
Company and the Holders of Registrable Securities in writing that
in its good faith judgment that only securities issued by the
Company shall be sold in the offering; provided, however, that if
securities shall be included in such offering other than those
securities to be issued and sold by the Company, then all of the
Registrable Securities requested by the Holders to be registered
shall be included in the registration statement with respect to
such offering before the securities of any other individual or
entity.
(b) If the registration of which the Company gives
written notice pursuant to Section 2(a) is for a public offering
involving an underwriting, in whole or in part, the Company
agrees to so advise the Holders as a part of its written notice.
In such event the right of any Holder to registration pursuant
to this Section 2 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting to the extent
provided herein. All Holders proposing to distribute their
Registrable Securities through such underwriting agree to enter
into (together with the Company and the other holders
distributing their securities through such underwriting) an
underwriting agreement with the underwriter or underwriters
selected for such underwriting by the Company, provided that such
underwriting agreement is in customary form and is reasonably
acceptable to the Holders of a Majority of the Registrable
Securities requested to be included in such registration.
(c) Notwithstanding any other provision of this
Section 2, if the managing underwriter of an underwritten
distribution advises the Company and the Holders of the
Registrable Securities participating in such registration in
writing that in its good faith judgment the number of shares of
Registrable Securities together with any other securities of the
Company requested to be registered exceeds the number of shares
of Registrable Securities and other securities which can be sold
in such offering, then (i) the number of shares of Registrable
Securities and other securities so requested to be included in
the offering shall be reduced to that number of shares which in
the good faith judgment of the managing underwriter can be sold
in such offering (except for shares to be issued by the Company
in an offering initiated by the Company, which shall have
priority over the shares of Registrable Securities and other
securities), and (ii) such reduced number of shares shall be
allocated first among all participating Holders of Registrable
Securities in proportion, as nearly as practicable, to the
respective number of shares of Registrable Securities requested
to be included in such registration by such Holders and, then,
among the holders of other securities, in proportion, as nearly
as practicable, to the respective number of other securities
requested to be included in such registration by such other
holders. All Registrable Securities and other securities which
are excluded from the underwriting by reason of the underwriter's
marketing limitation and all other Registrable Securities not
originally requested to be so included shall not be included in
such registration and shall be withheld from the market by the
Holders thereof for a period, not to exceed 120 days, which the
managing underwriter reasonably determines is necessary to effect
the underwritten public offering.
3. Standstill Agreement.
(a) Each Holder of a Registrable Security other than
James W. Bernau and Donald Voorhies, hereby agrees that it shall
not sell or otherwise transfer or dispose (other than to donees
who agree to be similarly bound) any Registrable Securities for
the two-year period following the effective date of the Merger
except pursuant to a registered offering pursuant to Section 2 of
this Agreement.
(b) Notwithstanding the foregoing, each Holder (other
than a donee) shall be entitled to sell or otherwise transfer or
dispose of his or her Registrable Securities prior to two years
from the effective date of the Merger if there is a significant
change in circumstances, including but not limited to health or
financial emergencies, upon 20-days' notice to the Company by the
Holder prior to any such sale. If the Holder gives proper notice
to and confers with the Company prior to such sale, the Company
shall have no right to object to or to prevent such a sale.
4. Registration on Form S-3.
(a) Commencing two years after the effective date of
the Merger, if any Holder requests that the Company file a
registration statement on Form S-3 for a public offering of
shares of the Registrable Securities, and the Company is a
registrant entitled to use Form S-3 to register the Registrable
Securities for such an offering, the Company shall use its best
efforts to cause such Registrable Securities to be registered for
the offering on such form. The Company will (i) promptly give
written notice of the proposed registration to all other Holders
and (ii) as soon as practicable, use its best efforts to effect
such registration (including, without limitation, the execution
of an undertaking to file post-effective amendments, appropriate
qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations
issued under the Securities Act and any other governmental
requirements or regulations) as may be so requested and as would
permit or facilitate the sale and distribution of all or such
portion of such Registrable Securities as are specified in such
request, together with all or such portion of the Registrable
Securities of any Holder or Holders joining in such request as
are specified in a written request received by the Company within
thirty (30) days after receipt of such written notice from the
Company. If the registration is for a public offering involving
an underwriting, the substantive provisions of Sections 2(b) and
2(c) shall be applicable to each registration initiated under
this Section 4.
(b) Notwithstanding the foregoing, the Company shall
not be obligated to take any action pursuant to this Section 4:
(i) in any particular jurisdiction in which the Company would be
required to execute a general consent to service of process in
effecting such registration, qualification or compliance unless
the Company is already subject to service in such jurisdiction
and except as may be required by the Securities Act; (ii) if the
Company, within ten (10) days of the receipt of the request of
the Holder, gives notice of its bona fide intention to effect the
filing of a registration statement with the Commission within
ninety (90) days of receipt of such request (other than with
respect to a registration statement relating to a Rule 145
transaction, an offering solely to employees or any other
registration which is not appropriate for the registration of
Registrable Securities); (iii) during the period starting with
the date sixty (60) days prior to the filing of, and ending on a
date three (3) months following the effective date of, a
registration statement (other than with respect to a registration
statement relating to a Rule 145 transaction, an offering solely
to employees or any other registration which is not appropriate
for the registration of Registrable Securities), provided that
the Company is actively employing in good faith all reasonable
efforts to cause such registration statement to become effective;
(iv) if the Company has, within the 12-month period preceding the
date of such request, already effected one such registration on
Form S-3 for the Holders of a Majority of the Registrable
Securities pursuant to this Section 4; (v) if the Company has,
within the 12-month period preceding the date of such request,
already effected a registration of securities in which the
Holders of the Registrable Securities requesting registration
pursuant to this Section 4 were entitled to participate to the
fullest extent they desired pursuant to Section 2; (vi) if the
Holders together with holders of any other securities of the
Company entitled to inclusion in such registration, propose to
sell Registrable Securities and such other securities, if any, at
an aggregate price to the public (net of underwriters' discounts
and commissions) of less than $250,000; or (vii) if the Company
shall furnish to such Holder a certificate signed by the
President of the Company stating that in the good faith judgment
of the Board of Directors it would be seriously detrimental to
the Company or its stockholders for registration statements to be
filed in the near future or for any disclosure to be made that,
in the opinion of the Board of Directors duly advised by counsel,
is required to be made in connection with the offer or sale of
Registrable Securities pursuant to such registration, provided
that the Company's obligation to use its best efforts to file a
registration statement shall be deferred for a period not to
exceed ninety (90) days from the receipt of the request to file
such registration by such Holder, and provided, further, that the
Company shall not exercise its right under this clause to defer
such obligation more than once in any twelve-month period.
5. Registration Procedures. If the Company causes the
registration of Registrable Securities under the Securities Act,
the Company, at its expense and as expeditiously as possible,
agrees to:
(a) In accordance with the Securities Act and all
applicable rules and regulations, prepare and file with the
Commission a registration statement with respect to such
securities and use its best efforts to cause such registration
statement to become and remain effective until the securities
covered by such registration statement have been sold, and
prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus
contained therein as may be necessary to keep such registration
statement effective and such registration statement and
prospectus accurate and complete until the securities covered by
such registration statement have been sold; provided, however,
that before filing a registration statement or prospectus or any
amendments or supplements thereto, the Company shall furnish to
one firm of counsel for the selling security holders, selected by
the Holders of a Majority of the Registrable Securities covered
by the registration statement, copies of all documents proposed
to be filed and shall take into consideration, to the extent
appropriate, any comments received from such counsel with respect
to such registration statement, prospectus, amendment or
supplement;
(b) If the offering is to be underwritten in whole or
in part, enter into a written underwriting agreement in form and
substance reasonably satisfactory to the managing underwriter of
the public offering and the Holders of a Majority of the
Registrable Securities participating in such offering;
(c) Furnish to the Holders of securities participating
in such registration and to the underwriters of the securities
being registered such number of copies of the registration
statement and each amendment and supplement thereto, preliminary
prospectus, final prospectus and such other documents as such
underwriters and Holders may reasonably request in order to
facilitate the public offering of such securities;
(d) Use its best efforts to register or qualify the
securities covered by such registration statement under such
state securities or blue sky laws of such jurisdictions as such
participating Holders and underwriters may reasonably request
within 10 days prior to the original filing of such registration
statement, except that the Company shall not for any purpose be
required to execute a general consent to service of process or to
qualify to do business as a foreign corporation in any
jurisdiction where it is not so qualified;
(e) Notify the Holders participating in such
registration, promptly after it shall receive notice thereof, of
the date and time when such registration statement and each
post-effective amendment thereto has become effective or a
supplement to any prospectus forming a part of such registration
statement has been filed;
(f) Notify such Holders promptly of any request by the
Commission for the amending or supplementing of such registration
statement or prospectus or for additional information;
(g) Prepare and file with the Commission, promptly
upon the request of any such Holders, any amendments or
supplements to such registration statement or prospectus which,
in the opinion of counsel for such Holders, is required under the
Securities Act or the rules and regulations thereunder in
connection with the distribution of the Registrable Securities by
such Holders;
(h) Promptly notify each Holder of Registrable
Securities, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the
happening of any event as a result of which such prospectus or
any other prospectus then in effect contains an untrue statement
of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein
not misleading, and prepare and file promptly with the
Commission, and promptly notify such Holders of the filing of,
such amendments or supplements to such prospectus as may be
necessary so that such prospectus would not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading;
(i) In case any of such Holders or any underwriter for
any such Holders is required to deliver a prospectus at a time
when the prospectus then in circulation is not in compliance with
the Securities Act or the rules and regulations of the
Commission, prepare promptly upon request such amendments or
supplements to such registration statement and such prospectus as
may be necessary in order for such prospectus to comply with the
requirements of the Securities Act and such rules and
regulations;
(j) Advise such Holders, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance of
any stop order by the Commission suspending the effectiveness of
such registration statement or the initiation or threatening of
any proceeding for that purpose and promptly use its best efforts
to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued;
(k) Not file any registration statement or prospectus
or any amendment or supplement to such registration statement or
prospectus to which the Holders of a Majority of the Registrable
Securities included or to be included in a registration have
reasonably objected on the grounds that such registration
statement or prospectus or amendment or supplement thereto does
not comply in all material respects with the requirements of the
Securities Act or the rules and regulations thereunder, after
having been furnished with a copy thereof at least five (5)
business days prior to the filing thereof; provided, however,
that the failure of such Holders or their counsel to review or
object to any registration statement or prospectus or any
amendment or supplement to such registration statement or
prospectus shall not affect the rights of such Holders or their
respective officers, directors, partners, legal counsel,
accountants or controlling Persons or any underwriter or any
controlling Person of such underwriter under Section 7 hereof;
(l) Make available for inspection upon request by any
Holder of Registrable Securities covered by such registration
statement, by any managing underwriter of any distribution to be
effected pursuant to such registration statement and by any
attorney, accountant or other agent retained by any such Holder
or any such underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and
cause all of the Company's officers, directors and employees to
supply all information reasonably requested by any such Holder,
underwriter, attorney, accountant or agent in connection with
such registration statement;
(m) At the request of any Holder of Registrable
Securities covered by such registration statement, furnish to
such Holder on the effective date of the registration statement
or, if such registration includes an underwritten public
offering, at the closing provided for in the underwriting
agreement, (i) an opinion dated such date of the counsel
representing the Company for the purposes of such registration,
addressed to the underwriters, if any, and to the Holder or
Holders making such request, covering such matters with respect
to the registration statement, the prospectus and each amendment
or supplement thereto, proceedings under state and federal
securities laws, other matters relating to the Company, the
securities being registered and the offer and sale of such
securities as are customarily the subject of opinions of issuer's
counsel provided to underwriters in underwritten public
offerings, and such opinion of counsel shall additionally cover
such legal and factual matters with respect to the registration
as such requesting Holder or Holders may reasonably request, and
(ii) letters dated each of such effective date and such closing
date, from the independent certified public accountants of the
Company, addressed to the underwriters, if any, and to the Holder
or Holders making such request, stating that they are independent
certified public accountants within the meaning of the Securities
Act and dealing with such matters as the underwriters may request
or, if the offering is not underwritten, that in the opinion of
such accountants the financial statements and other financial
data of the Company included in the registration statement or the
prospectus or any amendment or supplement thereto comply in all
material respects with the applicable accounting requirements of
the Securities Act, and additionally covering such other
accounting and financial matters, including information as to the
period ending not more than five (5) business days prior to the
date of such letter with respect to the registration statement
and prospectus, as such requesting Holder or Holders may
reasonably request;
(n) Cause all such Registrable Securities to be listed
on each securities exchange on which similar securities issued by
the Company are then listed and, if not so listed, to be listed
on such an exchange or on the NASD automated quotation system,
use its best efforts to secure NASDAQ authorization for such
Registrable Securities and, without limiting the generality of
the foregoing, to arrange for at least two market makers to
register as such with respect to such Registrable Securities with
the NASDAQ;
(o) Appoint a transfer agent and registrar for all
such Registrable Securities not later than the effective date of
such registration statement;
(p) Enter into such customary agreements (including
underwriting agreements in customary form) and take all such
other actions as the Holders of a Majority of the Registrable
Securities being sold or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of
such Registrable Securities;
(q) Otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission;
(r) Permit any Holder of Registrable Securities which
Holder might be deemed to be an underwriter or a controlling
person of the Company, to participate, to the extent reasonable,
in the preparation of such registration or comparable statement
and to require the insertion therein of material, furnished to
the Company in writing, which in the reasonable judgment of such
Holder and its counsel should be included; and
(s) Use its best efforts to cause such Registrable
Securities covered by such registration statement to be
registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the sellers thereof
to consummate the disposition of such Registrable Securities.
6. Expenses.
(a) With respect to each inclusion of shares of
Registrable Securities in a registration statement pursuant to
this Agreement, the Company agrees to bear all fees, costs and
expenses of and incidental to such registration and the public
offering in connection therewith; provided, however, that
security holders participating in any such registration agree to
bear their pro rata share of the underwriting discount and
commissions, and provided further that with respect to any
registration on Form S-3 pursuant to Section 4 of this Agreement,
the Company shall only be required to bear all fees, costs and
expenses of such registration once in any 12-month period.
(b) The fees, costs and expenses of registration to be
borne as provided in paragraph (a) above, shall include, without
limitation, all registration, filing, NASD and listing fees,
printing expenses, fees and disbursements of counsel and
accountants for the Company, fees and disbursements of counsel
for the underwriter or underwriters of such securities (if the
Company and/or selling security holders are otherwise required to
bear such fees and disbursements), all legal fees and
disbursements and other expenses of complying with state
securities or blue sky laws of any jurisdictions in which the
securities to be offered are to be registered or qualified,
reasonable fees and disbursements of one firm of counsel for the
selling security holders, selected by the Holders of a Majority
of the Registrable Securities to be included in such
registration, and the premiums and other costs of policies of
insurance against liability to the Company, its directors and/or
officers arising out of such public offering.
7. Indemnification.
(a) The Company hereby agrees to indemnify and hold
harmless each Holder of Registrable Securities which are included
in a registration statement pursuant to the provisions of this
Agreement and each of such Holder's officers, directors,
partners, employees, Affiliates, legal counsel and accountants,
and each Person who controls such Holder within the meaning of
the Securities Act and any underwriter (as defined in the
Securities Act) for such Holder, and any Person who controls such
underwriter within the meaning of the Securities Act, from and
against, and agrees to reimburse such Holder, its officers,
directors, partners, employees, Affiliates, legal counsel,
accountants and controlling Persons and each such underwriter and
controlling Person of such underwriter with respect to, any and
all claims, actions (actual or threatened), demands, losses,
damages, liabilities, costs and expenses to which such Holder,
its officers, directors, partners, employees, Affiliates, legal
counsel, accountants or controlling Persons, or any such
underwriter or controlling Person of such underwriter may become
subject under the Securities Act or otherwise, insofar as such
claims, actions, demands, losses, damages, liabilities, costs or
expenses arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in such
registration statement, any prospectus contained therein, or any
amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the
Company will not be liable in any such case to the extent that
any such claim, action, demand, loss, damage, liability, cost or
expense is caused by an untrue statement or alleged untrue
statement or omission or alleged omission so made in strict
conformity with written information furnished by such Holder,
such underwriter or such controlling Person specifically for use
in the preparation thereof.
(b) Each Holder of shares of Registrable Securities
which are included in a registration statement pursuant to the
provisions of this Agreement hereby agrees, severally and not
jointly, to indemnify and hold harmless the Company, its
officers, directors, employees, Affiliates, legal counsel and
accountants and each Person who controls the Company within the
meaning of the Securities Act, from and against, and agrees to
reimburse the Company, its officers, directors, employees,
Affiliates, legal counsel, accountants and controlling Persons
with respect to, any and all claims, actions, demands, losses,
damages, liabilities, costs or expenses to which the Company, its
officers, directors, employees, Affiliates, legal counsel,
accountants or such controlling Persons may become subject under
the Securities Act or otherwise, insofar as such claims, actions,
demands, losses, damages, liabilities, costs or expenses are
caused by any untrue or alleged untrue statement of any material
fact contained in such registration statement, any prospectus
contained therein or any amendment or supplement thereto, or are
caused by the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which
they were made, not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in reliance
upon and in strict conformity with written information furnished
by such Holder specifically for use in the preparation thereof.
Notwithstanding the foregoing, no Holder of Registrable
Securities shall be obligated hereunder to pay more than the net
proceeds realized by it upon its sale of Registrable Securities
included in such registration statement.
(c) Promptly after receipt by a party indemnified
pursuant to the provisions of subsection (a) or (b) of this
Section 7 of notice of the commencement of any action involving
the subject matter of the foregoing indemnity provisions, such
indemnified party will, if a claim therefor is to be made against
the indemnifying party pursuant to the provisions of subsection
(a) or (b), notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to an
indemnified party otherwise than under this Section 7 and shall
not relieve the indemnifying party from liability under this
Section 7 unless such indemnifying party is prejudiced by such
omission. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly
with any other indemnifying parties similarly notified, to assume
the defense thereof, with counsel satisfactory to such
indemnified party; provided, however, that if the defendants in
any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available
to it and/or other indemnified parties which are different from
or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select
separate counsel (in which case the indemnifying party shall not
have the right to direct the defense of such action on behalf of
the indemnified party or parties). Upon the permitted assumption
by the indemnifying party of the defense of such action, and
approval by the indemnified party of counsel, the indemnifying
party shall not be liable to such indemnified party under
subsection (a) or (b) for any legal or other expenses
subsequently incurred by such indemnified party in connection
with the defense thereof (other than reasonable costs of
investigation) unless (i) the indemnified party shall have
employed separate counsel in connection with the assertion of
legal defenses in accordance with the proviso to the next
preceding sentence, (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time,
(iii)the indemnifying party and its counsel do not actively and
vigorously pursue the defense of such action, or (iv) the
indemnifying party has authorized the employment of counsel for
the indemnified party at the expense of the indemnifying party.
No indemnifying party shall be liable to an indemnified party for
any settlement of any action or claim without the consent of the
indemnifying party and no indemnifying party may unreasonably
withhold its consent to any such settlement. No indemnifying
party will consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability with respect to
such claim or litigation. To the extent that James W. Bernau or
Donald Voorhies and any other Holder are together either the
indemnifying parties or the undemnified party, then any action to
be taken or decisions to be made by such group under this Section
7(c) shall be approved by the Holders of a Majority of the
Registrable Securities participating in such group.
(d) If the indemnification provided for in subsection
(a) or (b) of this Section 7 is held by a court of competent
jurisdiction to be unavailable to a party to be indemnified with
respect to any claims, actions, demands, losses, damages,
liabilities, costs or expenses referred to therein, then each
indemnifying party under any such subsection, in lieu of
indemnifying such indemnified party thereunder, hereby agrees to
contribute to the amount paid or payable by such indemnified
party as a result of such claims, actions, demands, losses,
damages, liabilities, costs or expenses in such proportion as is
appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other
in connection with the statements or omissions which resulted in
such claims, actions, demands, losses, damages, liabilities,
costs or expenses, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and
of the indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
Notwithstanding the foregoing, the amount any Holder of
Registrable Securities shall be obligated to contribute pursuant
to this subsection (d) shall be limited to an amount equal to the
per share public offering price (less any underwriting discount
and commissions) multiplied by the number of shares of
Registrable Securities sold by such Holder pursuant to the
registration statement which gives rise to such obligation to
contribute (less the aggregate amount of any damages which such
Holder has otherwise been required to pay in respect of such
claim, action, demand, loss, damage, liability, cost or expense
or any substantially similar claim, action, demand, loss, damage,
liability, cost or expense arising from the sale of such
Registrable Securities).
No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution hereunder from any person who was not
guilty of such fraudulent misrepresentation.
(e) In addition to its other obligations under this
Section 7, the Company further agrees to reimburse each Holder of
Registrable Securities included in a registration statement
pursuant to this Agreement (and each of such Holder's controlling
Persons, officers, directors, parties, employees, Affiliates,
legal counsel, accountants and underwriters (and controlling
Persons of such underwriters)) on a monthly basis for all
reasonable legal fees and other expenses incurred in connection
with investigating or defending any claim, action, investigation,
inquiry or other proceeding arising out of or based upon any
statement or omission, or any alleged statement or admission,
described in subsection (a) of this Section 7, notwithstanding
the possibility that such payments might later be field to be
improper. To the extent that any payment is ultimately held to
be improper, each Person receiving such payment shall promptly
refund such payment.
8. Reporting Requirements Under the Exchange Act. The
Company agrees to keep effective the registration of its Common
Stock under Section 12 of the Exchange Act and to file timely
such information, documents and reports as the Commission may
require or prescribe under Section 13 of the Exchange Act. The
Company agrees to file timely such information, documents and
reports as the Commission may require or prescribe under Section
13 or 15(d) (whichever is applicable) of the Exchange Act. The
Company forthwith on request agrees to furnish to any Holder of
Registrable Securities (a) a written statement by the Company
that it has complied with such reporting requirements, (b) a copy
of the most recent annual or quarterly report of the Company and
(c) such other reports and documents filed by the Company with
the Commission as such Holder may reasonably request in availing
itself of an exemption for the sale of Registrable Securities
without registration under the Securities Act. The Company
acknowledges and agrees that the purposes of the requirements
contained in this Section 8 are (a) to enable any such Holder to
comply with the current public information requirement contained
in paragraph (c) of Rule 144 under the Securities Act should such
Holder ever wish to dispose of any of the securities of the
Company acquired by it without registration under the Securities
Act in reliance upon Rule 144 (or any other similar exemptive
provision) and (b) to qualify the Company for the use of
registration statements on Form S- 3. In addition, the Company
agrees to take such other measures and file such other
information, documents and reports, as shall be required of it
hereafter by the Commission as a condition to the availability of
Rule 144 under the Securities Act (or any similar exemptive
provision hereafter in effect) and the use of Form S-3. The
Company also covenants to use its best efforts, to the extent
that it is reasonably within its power to do so, to qualify for
the use of Form S-3.
9. Stockholder Information. The Company may request each
Holder of Registrable Securities as to which any registration is
to be effected pursuant to this Agreement to furnish the Company
with such information with respect to such Holder and the
distribution of such Registrable Securities as the Company may
from time to time reasonably request in writing and as shall be
required by law or by the Commission in connection therewith, and
each Holder of Registrable Securities as to which any
registration is to be effected pursuant to this Agreement agrees
to furnish the Company with such information.
10. Forms. All references in this Agreement to particular
forms of registration statements are intended to include, and
shall be deemed to include, references to all successor forms
which are intended to replace, or to apply to similar
transactions as, the forms herein referenced.
11. Miscellaneous.
11.1 Waivers and Amendments. With the written consent
of the Holders of a Majority of the Registrable Securities, the
obligations of the Company and the rights of all Holders under
this Agreement, including James W. Bernau and Donald Voorhies,
may be waived (either generally or in a particular instance,
either retroactively or prospectively and either for a specified
period of time or indefinitely), and with the same consent the
Company, when authorized by resolution of its Board, may enter
into a supplementary agreement for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of any supplemental agreement or
modifying in any manner the rights and obligations hereunder of
the Holders and the Company; provided, however, that no such
waiver or supplemental agreement shall preclude James W. Bernau
or Donald Voorhies from exercising their registration rights in
Sections 2 and 4 or reduce the aforesaid proportion of
Registrable Securities, the Holders of which are required to
consent to any waiver or supplemental agreement, without the
consent of the Holders of all of the Registrable Securities. Upon
the effectuation of each such waiver, consent or agreement of
amendment or modification, the Company agrees to give prompt
written notice thereof to the Holders of the Registrable
Securities who have not previously consented thereto in writing.
Neither this Agreement nor any provision hereof may be changed,
waived, discharged or terminated orally or by course of dealing,
but only by a statement in writing signed by the party against
which enforcement of the change, waiver, discharge or termination
is sought, except to the extent provided in this Section 11.1.
Specifically, but without limiting the generality of the
foregoing, the failure of any Holder at any time or times to
require performance of any provision hereof by the Company shall
in no manner affect the right of any Holder at a later time to
enforce the same. No waiver by any party of the breach of any
term or provision contained in this Agreement, in any one or more
instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such breach, or a waiver of the breach
of any other term or covenant contained in this Agreement.
11.2 Notices. All notices, requests, consents and
other communications required or permitted hereunder shall be in
writing and shall be delivered, or mailed first class postage
prepaid, registered or certified mail,
(a) If to any Holder of Registrable Securities,
addressed to such Holder either at its address shown on
Annex A hereto or as it may appear on the records of the
Company, or at such other address as such Holder may specify
by written notice to the Company, or
(b) If to the Company, at 8800 Enchanted Way SE,
Turner, Oregon 97392, or at such other address as the
Company may specify by written notice to the Holders of
Registrable Securities, with a copy also sent to Jack W.
Schifferdecker, Jr., at Ater Wynne Hewitt Dodson & Skerritt,
LLP, 222 SW Columbia Street, Suite 1800, Portland, Oregon
97201, and each such notice, request, consent and other
communication shall for all purposes of the Agreement be
treated as being effective or having been given when
delivered, if delivered personally, or, if sent by mail, at
the earlier of its actual receipt or 3 days after the same
has been deposited in a regularly maintained receptacle for
the deposit of U.S. mail, addressed and postage prepaid as
aforesaid.
11.3 Severability. Should any one or more of the
provisions of this Agreement or of any agreement entered into
pursuant to this Agreement be determined to be illegal or
unenforceable, all other provisions of this Agreement and of each
other agreement entered into pursuant to this Agreement, shall be
given effect separately from the provision or provisions
determined to be illegal or unenforceable and shall not be
affected thereby.
11.4 Parties in Interest. All the terms and provisions
of this Agreement shall be binding upon and inure to the benefit
of and be enforceable by the respective successors and assigns of
the parties hereto, whether so expressed or not and, in
particular, shall inure to the benefit of and be enforceable by
the Holder or Holders at the time of any of the Registrable
Securities. Subject to the immediately preceding sentence, this
Agreement shall not run to the benefit of or be enforceable by
any Person other than a party to this Agreement and its
successors and assigns.
11.5 Headings. The headings of the sections,
subsections and paragraphs of this Agreement have been inserted
for convenience of reference only and do not constitute a part of
this Agreement.
11.6 Dispute Resolution. If a dispute arises out of or
relates to this Agreement or the breach of this Agreement, and if
such dispute cannot be settled through direct discussions, the
Holders and the Company agree to first endeavor to settle the
dispute in an amicable manner by mediation to be held in
Portland, Oregon under the Commercial Mediation Rules of the
American Arbitration Association, before resorting to
arbitration. Thereafter, any unresolved controversy or claim
arising out of or relating to this Agreement, or breach of this
Agreement, shall be settled by arbitration to be held in
Portland, Oregon. The arbitration will be governed by the
Commercial Arbitration Rules of the American Arbitration
Association, and the parties shall be allowed discovery in
accordance with the Federal Rules of Civil Procedure. If
Willamette and the Holders cannot jointly select a single
arbitrator to determine the matter, one arbitrator shall be
chosen by each of Willamette and the Holders of a Majority of the
Registrable Securities (or, if a party fails to make a choice, by
the American Arbitration Association on behalf of such party) and
the two arbitrators so chosen will select a third. The decision
of the single arbitrator jointly selected by Willamette and the
Holders of a Majority of the Registrable Securities, or, if three
arbitrators are selected, the decision of any two of them, will
be final and binding on the parties and the judgment of a court
of competent jurisdiction may be entered on such decision. Fees
of the arbitrators and costs of arbitration shall be borne by
Willamette and the Holders in such manner as shall be determined
by the arbitrators.
11.7 Governing Law. This Agreement shall be construed
under and governed by the laws of the State of Oregon, exclusive
of choice of law or conflicts of law rules and principles.
11.8 Expenses. The Company agrees to pay and hold the
Holders of the Registrable Securities harmless from liability for
the payment of, (i) the fees and expenses incurred in connection
with any requested waiver of the right of any Holder or the
consent of any Holder to contemplated acts of the Company not
otherwise permissible by the terms of this Agreement, (ii) the
fees and expenses incurred with respect to any amendment to this
Agreement proposed by the Company (whether or not the same
becomes effective), (iii) the fees and expenses incurred in
respect of the enforcement of the rights granted under this
Agreement, and (iv) all costs of the Company's performance of and
compliance with this Agreement.
11.9 Counterparts. This Agreement may be execu4ted in
any number of counterparts and by different parties hereto in
separate counterparts, with the same effect as if all parties had
signed the same document. All such counterparts shall be deemed
an original, shall be construed together and shall constitute one
and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed personally or by a duly authorized representative thereof as of the day
and year first above written.
WILLAMETTE VALLEY VINEYARDS, INC..
By: /s/ J. W. Bernau
James W. Bernau
President
By: /s/ Kevin Chambers
Kevin Chambers
Vice President/General Manager
HOLDERS:
/s/ William Malkmus
William Malkmus
/s/ William Malkmus, Attorney-in-Fact
William Fuller
/s/ William Malkmus, Attorney-in-Fact
Virginia Fuller
/s/ William Malkmus, Attorney-in-Fact
Loran Stewart
/s/ William Malkmus, Attorney-in-Fact
Jewel Hult
/s/ William Malkmus, Attorney-in-Fact
William Manning
/s/ William Malkmus, Attorney-in-Fact
Paul Ten Doesschate
/s/ William Malkmus, Attorney-in-Fact
Bruce Herzinger
/s/ J. W. Bernau
James W. Bernau
/s/ Donald Voorhies
Donald Voorhies
ACQUISITIONS NORTHWEST, INC.
B
by: /s/ Cordell Berge
Name: Cordell Berge
Title: President
ANNEX A
Name of Holder Address of Holder
William Malkmus 415 Manzanita Way
Woodside, CA 94062
William Fuller Tualatin Vineyards
10850 NW Seavey Road
Forest Grove, OR 97116
Virginia Fuller 1870 NW 138th Street
Portland, OR 97229
Loran Stewart 107 Oakway Center, Suite E
Eugene, OR 97440
Jewel Hult PO Box 1341
Eugene, OR 97440
William Manning 1863 Paros Circle
Costa Mesa, CA 92626
Paul Ten Doesschate 759 Tiburon Blvd.
Tiburon, CA 94920
Bruce Herzinger 61 TROON
Hattiesburg, MS 39401
James W. Bernau c/o Willamette Valley Vineyards, Inc.
8800 Enchanted Way SE
Turner, OR 97392
Kevin Chambers c/o Willamette Valley Vineyards, Inc.
8800 Enchanted Way SE
Turner, OR 97392
Acquisitions Northwest, Inc. 210 SW Morrison, Suite 600
Portland, OR 97204
Status: DOCUMENT CONVERTED TO FINAL ON April 14, 1997.
DATES MAY BE DATE CODES AND NOT HARD DATES.
PDX4-49164.4 75100-0005
3
PDX4-49164.4 75100-0005
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This schedule contains summary information extracted from the
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</LEGEND>
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