SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Beringer Wine Estates Holdings, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
084102102
(Cusip Number)
James J. O'Brien
201 Main Street, Suite 2420
Fort Worth, Texas 76102
(817) 871-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 3, 1997
(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 [ ].
*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).
**The total number of shares reported herein is 10,051,236 shares, which
constitutes approximately 54.2% of the 18,529,892 shares deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.
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1. Name of Reporting Person:
TPG Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Contributions from Partners
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 7,114,386 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 7,114,386 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
8,076,048 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 44.1% (3)
14. Type of Reporting Person: PN
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(1) Does not include 1,027,287 shares owned by Wine World Equity Partners,
L.P., for which TPG Partners, L.P. is the sole general partner.
(2) Includes 961,662 shares that may be acquired on a share-for-share basis
upon conversion of shares of Class A Common Stock owned by TPG Partners,
L.P. Does not include 133,446 shares of Class B Common Stock that may
be obtained upon conversion of shares of Class A Common Stock owned by
Wine World Equity Partners, L.P., for which TPG Partners, L.P. is the
sole general partner.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
18,300,608 shares of Class B Common Stock outstanding.
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1. Name of Reporting Person:
TPG Parallel I, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Contributions from Partners
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 709,021
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 709,021
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
804,859 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.6% (2)
14. Type of Reporting Person: PN
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(1) Includes 95,838 shares that may be acquired on a share-for-share basis
upon conversion of shares of Class A Common Stock.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
17,434,784 shares of Class B Common Stock outstanding.<PAGE>
<PAGE>
1. Name of Reporting Person:
Wine World Equity Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Contributions from Partners
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,027,287
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,027,287
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,160,733 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.6% (2)
14. Type of Reporting Person: PN
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(1) Includes 133,446 shares that may be acquired on a share-for-share
basis upon conversion of shares of Class A Common Stock.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 17,472,392 shares of Class B Common Stock outstanding.<PAGE>
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1. Name of Reporting Person:
TPG GenPar, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 9,596 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 9,596 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
9,596 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): less than 0.1% (2)
14. Type of Reporting Person: PN
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(1) Does not include 7,114,386 shares owned by TPG Partners, L.P. and
709,021 shares owned by TPG Parallel I, L.P., for both of which TPG
GenPar, L.P. is the sole general partner. Does not include 1,027,287
shares owned by Wine World Equity Partners, L.P., for which TPG
Partners, L.P. is the sole general partner.
(2) Does not include an aggregate of 1,190,946 shares that may be
acquired by TPG Partners, L.P., TPG Parallel I, L.P., and Wine World
Equity Partners, L.P. on a share-for-share basis upon conversion of
the Issuer's Class A Common Stock.
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<PAGE>
Item 1. Security and Issuer.
This statement relates to the Class B Common Stock, par value $.01
per share (the "Common Shares" or "Class B Shares"), of Beringer Wine Estates
Holdings, Inc. (the "Issuer"). The principal executive offices of the Issuer
are located at 1000 Pratt Avenue, St. Helena, California 94574.
Item 2. Identity and Background.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Act, this Schedule 13D Statement is
hereby filed by TPG Partners, L.P., a Delaware limited partnership ("TPG"),
TPG Parallel I, L.P., a Delaware limited partnership ("Parallel"), Wine World
Equity Partners, L.P., a Delaware limited partnership ("Wine World"), and TPG
GenPar, L.P., a Delaware limited partnership ("GenPar"). TPG, Parallel, Wine
World and GenPar are sometimes hereinafter collectively referred to as the
"Reporting Persons." The Reporting Persons are making this single, joint
filing because they may be deemed to constitute a "group" within the meaning
of Section 13(d)(3) of the Act, although neither the fact of this filing nor
anything contained herein shall be deemed an admission by the Reporting
Persons that a group exists.
(b)-(c)
TPG is a Delaware limited partnership formed in 1993 to invest in
securities of entities to be selected by its general partner. The principal
business address of TPG, which also serves as its principal office, is 201
Main Street, Suite 2420, Fort Worth, Texas 76102. Pursuant to Instruction C
to Schedule 13D of the Act, information with respect to GenPar, the sole
general partner of TPG, is set forth below.
Parallel is a Delaware limited partnership formed in June of 1994 to
invest along with TPG in securities of entities to be selected by its general
partner. The principal business address of Parallel, which also serves as
its principal office, is 201 Main Street, Suite 2420, Fort Worth, Texas
76102. Pursuant to Instruction C to Schedule 13D of the Act, information
with respect to GenPar, the sole general partner of Parallel, is set forth
below.
Wine World is a Delaware limited partnership formed in December of
1995 to invest in securities of the Issuer. The principal business address
of Wine World, which also serves as its principal office, is 201 Main Street,
Suite 2420, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule
13D of the Act, information with respect to GenPar, the sole general partner
of Wine World, is set forth below.
GenPar is a Delaware limited partnership, the principal business of
which is serving as the sole general partner of each of TPG and Parallel.
GenPar also serves as sole general partner of Wine World. The principal
business address of GenPar, which also serves as its principal office, is 201
Main Street, Suite 2420, Fort Worth, Texas 76102. Pursuant to Instruction C
to Schedule 13D of the Act, information with respect to TPG Advisors, Inc.
("Advisors"), the sole general partner of GenPar, is set forth below.
Advisors is a Delaware corporation, the principal business of which
is serving as the sole general partner of GenPar. The principal business
address of Advisors, which also serves as its principal office, is 201 Main
Street, Suite 2420, Fort Worth, Texas 76102. Pursuant to Instruction C to
Schedule 13D of the Act, the name, residence or business address, and present
principal occupation or employment of each director, executive officer and
controlling person of Advisors are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
David Bonderman 201 Main Street, President and Director
Suite 2420 of Advisors
Fort Worth, TX 76102
James G. Coulter 201 Main Street, Vice President and
Suite 2420 Director of Advisors
Fort Worth, TX 76102
William S. Price 201 Main Street, Vice President and
III Suite 2420 Director of Advisors
Fort Worth, TX 76102
James J. O'Brien 201 Main Street, Vice President,
Suite 2420 Secretary and
Fort Worth, TX 76102 Treasurer of Advisors
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
(f) All of the natural persons identified in this Item 2 are
citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Reporting Person Source of Funds Amount of Funds
TPG Contributions of Partners $44,678,483.00
Parallel Contributions of Partners $ 4,452,542.00
Wine World Contributions of Partners $ 6,713,199.00
GenPar Not Applicable (1)
(1) Shares were granted to GenPar in lieu of directors' fees earned by
Messrs. Bonderman, Coulter and Price.
Item 4. Purpose of Transaction.
The Reporting Persons intend to review continuously their equity
position in the Issuer. Depending upon future evaluations of the business
prospects of the Issuer and upon other developments, including, but not
limited to, general economic and business conditions and money market and
stock market conditions, each of the Reporting Persons may determine to
increase or decrease its equity interest in the Issuer by acquiring
additional Common Shares (or other securities convertible or exercisable into
Common Shares) or by disposing of all or a portion of its holdings, subject
to any applicable legal and contractual restrictions on its ability to do so.
David Bonderman, James G. Coulter and William S. Price, III, all of
whom are directors and executive officers of Advisors, are directors of the
Issuer.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
Item 5. Interest in Securities of the Issuer.
(a) TPG
The aggregate number of Common Shares that TPG owns beneficially,
pursuant to Rule 13d-3 of the Act, is 8,076,048, which constitutes
approximately 44.1% of the 18,300,608 Common Shares deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) of the Act.
Parallel
The aggregate number of Common Shares that Parallel owns
beneficially, pursuant to Rule 13d-3 of the Act, is 804,859, which
constitutes approximately 4.6% of the 17,434,784 Common Shares deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act.
Wine World
The aggregate number of Common Shares that Wine World owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,160,733, which
constitutes approximately 6.6% of the 17,472,392 Common Shares deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act.
GenPar
The aggregate number of Common Shares that GenPar owns beneficially,
pursuant to Rule 13d-3 of the Act, is 9,596, which constitutes less than 0.1%
of the outstanding Common Shares.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any Common Shares.
(b) TPG
Acting through its sole general partner, GenPar, acting through its
sole general partner, Advisors, TPG has the sole power to vote or direct the
vote and to dispose or direct the disposition of 7,114,386 Common Shares.
Parallel
Acting through its sole general partner, GenPar, acting through its
sole general partner, Advisors, Parallel has the sole power to vote or direct
the vote and to dispose or direct the disposition of 709,021 Common Shares.
Wine World
Acting through its sole general partner, TPG, acting through its sole
general partner, GenPar, acting through its sole general partner, Advisors,
Wine World has the sole power to vote or to direct the vote and to dispose or
direct the disposition of 1,027,287 Common Shares.
GenPar
Acting through its sole general, Advisors, GenPar has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
9,596 Common Shares.
(c) On November 3, 1997, Reporting Persons purchased Common Shares
directly from the Issuer at a price of $24.25 per share, as follows:
Purchaser Number of Shares
TPG 402,082
Parallel 40,071
Wine World 78,047
Except as set forth herein or in the Exhibits filed herewith, to the
best of the knowledge of the Reporting Persons, none of the persons named in
response to paragraph (a) has effected any transactions in Common Shares
during the past 60 days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common
Shares owned by such Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
TPG, Parallel and Wine World are parties to the Amended and Restated
Stockholders' Rights Agreement and Voting Agreement dated as of June 7, 1996
(the "Stockholders' Agreement") by and among the Issuer and various of its
stockholders. The description of the Stockholders' Agreement contained
herein is not, and does not purport to be, complete and is qualified in its
entirety by reference thereto. A copy of the Stockholders' Agreement is
incorporated herein by reference to Exhibit 10.8 of the Issuer's Registration
Statement on Form S-1 (Reg. No. 333-34443).
Pursuant to the Stockholders' Agreement, the holders of approximately
14.0 million Class B Shares, including Class B Shares issuable upon
conversion of Class A Common Stock or the exercise of options (collectively,
the "Registerable Shares"), are entitled to certain rights with respect to
the registration of such shares under the Securities Act of 1933 (the
"Securities Act"). If the Issuer proposes to register any of its securities
under the Securities Act, either for its own account or for the account of
other security holders, holder of the Registerable Shares are entitled to
notice of such registration and are entitled to include, at the Issuer's
expense, such shares therein, provided, among other conditions, that the
underwriters have the right to limit the number of Registerable Shares
included in such registration. Additionally, commencing 180 days after
November 3, 1997, and subject to certain conditions and limitations, the
Reporting Persons and certain other parties to the Stockholders' Agreement
have the right to require the Issuer to file a registration statement under
the Securities Act to register all or any part of their Registerable Shares.
Further, the holders of Registerable Shares may require the Issuer to
register all or any portion of their Registerable Shares on Form S-3, when
such form becomes available to the Issuer, subject to certain conditions and
limitations as set forth in the Stockholders' Agreement.
In addition to the shares of Class B Stock reported herein, the
Reporting Persons beneficially own shares of the Issuer's Class A Common
Stock.
Except as set forth herein or in the Exhibits filed herewith, there
are no contracts, arrangements, understandings or relationships with respect
to the shares of the capital stock of the Issuer owned by the Reporting
Persons.
Item 7. Material to be Filed as Exhibits.
Exhibit 10.1 -- Amended and Restated Stockholders' Rights Agreement
and Voting Agreement by and between the Issuer and certain holders of the
Issuer's Common Stock dated as of June 7, 1996.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).<PAGE>
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATED: November 14, 1997
TPG PARTNERS, L.P.,
a Delaware limited partnership
By: TPG GenPar, L.P.,
a Delaware limited partnership,
General Partner
By: TPG Advisors, Inc.,
a Delaware corporation,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
TPG PARALLEL I, L.P.,
a Delaware limited partnership
By: TPG GenPar, L.P.,
a Delaware limited partnership,
General Partner
By: TPG Advisors, Inc.,
a Delaware corporation,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
WINE WORLD EQUITY PARTNERS, L.P.,
a Delaware limited partnership
By: TPG Partners, L.P.,
a Delaware limited partnership,
General Partner
By: TPG GenPar, L.P.,
a Delaware limited partnership,
General Partner
By: TPG Advisors, Inc.,
a Delaware corporation,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
TPG GENPAR, L.P.,
a Delaware limited partnership
By: TPG Advisors, Inc.,
a Delaware corporation,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
10.1 Amended and Restated Stockholders' Rights Agreement and Voting
Agreement by and between the Issuer and certain holders of the
Issuer's Common Stock dated as of June 7, 1996, incorporated by
reference to Exhibit 10.8 of the Issuer's Registration Statement on
Form S-1 (Reg. No. 333-34443).
99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(f)(1)(iii),
filed herewith.
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Exhibit 99.1
1. Joint Filing. Pursuant to Rule 13d-1(f)(iii) of Regulation 13D-
G of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agrees that the statement to which this Exhibit is attached is
filed on behalf of each of them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that each
person whose signature appears below constitutes and appoints James J.
O'Brien and Richard A. Ekleberry, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution, for such person and in such person's name, place and stead,
in any and all capacities, to sign any and all amendments to the Schedule 13D
and any reports filed pursuant to Section 16 of the Securities Exchange Act
of 1934, filed on behalf of each of them with respect to their beneficial
ownership of Beringer Wine Estates Holdings, Inc., and to file the same, with
all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or such person or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: November 14, 1997
TPG PARTNERS, L.P.,
a Delaware limited partnership
By: TPG GenPar, L.P.,
a Delaware limited partnership,
General Partner
By: TPG Advisors, Inc.,
a Delaware corporation,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
TPG PARALLEL I, L.P.,
a Delaware limited partnership
By: TPG GenPar, L.P.,
a Delaware limited partnership,
General Partner
By: TPG Advisors, Inc.,
a Delaware corporation,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
WINE WORLD EQUITY PARTNERS, L.P.,
a Delaware limited partnership
By: TPG Partners, L.P.,
a Delaware limited partnership,
General Partner
By: TPG GenPar, L.P.,
a Delaware limited partnership,
General Partner
By: TPG Advisors, Inc.,
a Delaware corporation,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
TPG GENPAR, L.P.,
a Delaware limited partnership
By: TPG Advisors, Inc.,
a Delaware corporation,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
