SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Ravenswood Winery, Inc.
----------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
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the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
<PAGE>
[Ravenswood Winery, Inc. Graphic]
RAVENSWOOD WINERY, INC.
18701 GEHRICKE ROAD
SONOMA, CALIFORNIA 95476
-------------------------------
NOTICE OF ANNUAL MEETING
-------------------------------
Dear Shareholder:
On Tuesday, November 2, 1999, Ravenswood Winery, Inc. will hold its
Annual Meeting of Shareholders at Ramekins Culinary Academy, 450 W. Spain St.,
Sonoma, California. The meeting will begin at 11:00 a.m.
Only shareholders that own stock at the close of business on September
3, 1999 can vote at this meeting. A list of such shareholders will be available
at 18701 Gehricke Road, Sonoma, California 95476 for ten days prior to the
Annual Meeting. At the meeting, we will consider the following proposals:
1. To elect a Board of Directors to hold office until the next
Annual Meeting of Shareholders or until their respective successors
have been elected or appointed;
2. To ratify the appointment of our independent auditors for
the 2000 fiscal year; and
3. To transact such other business as may properly come before
the meeting or any postponement or adjournment of the meeting.
Our 1999 Annual Report to Shareholders accompanies this Notice of
Annual Meeting and Proxy Statement.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
PROPOSALS OUTLINED IN THIS PROXY STATEMENT.
W. Reed Foster, our Chairman and Chief Executive Officer, will also
report on our 1999 fiscal year business results and other matters of interest to
shareholders at the meeting.
By Order of the Board of Directors,
Justin M. Faggioli
Executive Vice President and Secretary
Sonoma, California
September 28, 1999
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING PROXY
CARD IN THE ENCLOSED ENVELOPE.
<PAGE>
[Ravenswood Winery, Inc. Graphic]
RAVENSWOOD WINERY, INC.
18701 GEHRICKE ROAD
SONOMA, CALIFORNIA 95476
-------------------------------
PROXY STATEMENT
-------------------------------
TABLE OF CONTENTS
Questions and Answers ..................................................... 1
Proposals You May Vote On ................................................. 4
Nominees for the Board of Directors ....................................... 5
Statement of Corporate Governance ......................................... 6
Directors' Compensation ................................................... 6
Officers' Compensation .................................................... 7
Directors' and Officers' Ownership of Our Common Stock .................... 8
Certain Transactions ...................................................... 10
Directors' and Officers' Indemnification .................................. 11
Section 16(a) Beneficial Ownership Reporting Compliance ................... 11
Other Matters ............................................................. 11
Annual Report ............................................................. 12
<PAGE>
QUESTIONS AND ANSWERS
- --------------------------------------------------------------------------------
1. Q: WHO IS SOLICITING MY VOTE?
A: This proxy solicitation is being made and paid for by Ravenswood
Winery, Inc.
- --------------------------------------------------------------------------------
2. Q: WHEN WAS THIS PROXY STATEMENT MAILED TO SHAREHOLDERS?
A: This proxy statement was first mailed to shareholders on or about
October 5, 1999.
- --------------------------------------------------------------------------------
3. Q: WHAT MAY I VOTE ON?
A: (1) The election of nominees to serve on our Board of Directors; and
(2) The ratification of the appointment of Odenberg, Ullakko, Muranishi
& Co. LLP as our independent auditors for the 2000 fiscal year.
- --------------------------------------------------------------------------------
4. Q: HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS?
A: The Board recommends a vote FOR each of the nominees. The Board
recommends a vote FOR the ratification of the appointment of Odenberg,
Ullakko, Muranishi & Co. LLP as our independent auditors for the 2000
fiscal year.
- --------------------------------------------------------------------------------
5. Q: WHO IS ENTITLED TO VOTE?
A: Only shareholders of record at the close of business on September 3,
1999 (the Record Date) can vote at this meeting.
- --------------------------------------------------------------------------------
6. Q: HOW DO I VOTE?
A: You may vote by signing and dating each proxy card you receive and
returning it in the enclosed prepaid envelope. If you return your
signed proxy card but do not mark the boxes showing how you wish to
vote, your shares will be voted FOR the two proposals. You have the
right to revoke your proxy at any time before the meeting by:
(1) notifying the Secretary, Justin M. Faggioli, at the address shown
above;
(2) voting in person; or
(3) submitting a later-dated proxy card.
- --------------------------------------------------------------------------------
7. Q: HOW DO I VOTE MY SHARES IF THEY ARE HELD IN THE NAME OF MY BROKER
(STREET NAME)?
A: If your shares are held by your broker, often referred to as "in street
name," you will receive a form from your broker seeking instruction as
to how your shares should be voted. If you do not issue instructions to
your broker, your broker will vote your shares at its discretion on
your behalf.
- --------------------------------------------------------------------------------
8. Q: WHO WILL COUNT THE VOTE?
A: A representative of our transfer agent, ChaseMellon Shareholder
Services, will count the votes and act as the inspector of election.
- --------------------------------------------------------------------------------
1
<PAGE>
- --------------------------------------------------------------------------------
9. Q: IS MY VOTE CONFIDENTIAL?
A: Proxy cards, ballots and voting tabulations that identify individual
shareholders are mailed or returned directly to ChaseMellon Shareholder
Services, and handled in a manner that protects your voting privacy.
Your vote will not be disclosed except: (1) as needed to permit
ChaseMellon Shareholder Services to tabulate and certify the vote; and
(2) as required by law. Additionally, all comments written on the proxy
card or elsewhere will be forwarded to management. Your identity will
be kept confidential unless you ask that your name be disclosed.
- --------------------------------------------------------------------------------
10. Q: HOW MANY SHARES CAN VOTE?
A: As of September 3, 1999, 4,568,352 shares of Common Stock were issued
and outstanding. Every shareholder is entitled to one (1) vote for each
share of Common Stock held.
- --------------------------------------------------------------------------------
11. Q: WHAT IS A "QUORUM"?
A: A "quorum" is a majority of the outstanding shares. They may be present
at the meeting or represented by proxy. There must be a quorum for the
meeting to be held. Abstentions are counted for the purposes of
determining the presence or absence of a quorum. Abstentions are not
counted for any purpose in determining whether a particular proposal is
approved or disapproved.
- --------------------------------------------------------------------------------
12. Q: HOW ARE MATTERS PASSED OR DEFEATED?
A: Director nominees receiving the highest number of affirmative votes up
to the number of directors to be elected will be elected. The
ratification of the appointment of Odenberg, Ullakko, Muranishi & Co.
LLP as our independent auditors must receive affirmative votes from
more than 50% of the shares voting to be adopted.
- --------------------------------------------------------------------------------
13. Q: WHAT IS CUMULATIVE VOTING AND IS IT ALLOWED?
A: Each shareholder entitled to vote at an election for Directors may
cumulate the votes to which such shareholder is entitled. This means
that the shareholder may cast a total number of votes equal to the
number of Directors to be elected multiplied by the number of shares of
Common Stock held by the shareholder. Further, the shareholder may cast
such total number of votes for one or more nominees in such proportions
as the shareholder sees fit. However, no shareholder is entitled to
cumulate such shareholder's votes unless the nominees for which such
shareholder is voting have been placed in nomination prior to the
voting and the shareholder has given notice at the meeting, prior to
the vote, of an intention to cumulate votes.
- --------------------------------------------------------------------------------
14. Q: WHO CAN ATTEND THE ANNUAL MEETING AND HOW DO I GET ON THE GUEST LIST?
A: Shareholders of record on September 3, 1999 can attend. An invitation
is included in the mailing that includes this Notice of Annual Meeting
and Proxy Statement and our 1999 Annual Report. You may also check the
box on your proxy card or, if your shares are held through a broker and
you'd like to attend, please write to Justin M. Faggioli, Secretary, at
Ravenswood Winery, Inc., 18701 Gehricke Road, Sonoma, California 95476.
Include a copy of your brokerage account statement or an omnibus proxy
(which you can get from your broker), and we will place your name on
the guest list.
- --------------------------------------------------------------------------------
2
<PAGE>
- --------------------------------------------------------------------------------
15. Q: HOW WILL VOTING ON ANY OTHER BUSINESS BE CONDUCTED?
A: We do not know of any business to be considered at the 1999 Annual
Meeting other than the proposals described in this proxy statement. If
any other business is presented at the Annual Meeting, your signed
proxy card gives authority to designated proxies named therein to vote
on such matters at their discretion.
- --------------------------------------------------------------------------------
16. Q: WHEN ARE THE SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING DUE?
A: Any shareholder proposals to be considered for inclusion in next year's
proxy statement must be submitted in writing to Justin M. Faggioli,
Secretary, Ravenswood Winery, Inc., 18701 Gehricke Road, Sonoma,
California 95476, prior to July 6, 2000.
- --------------------------------------------------------------------------------
17. Q: CAN A SHAREHOLDER NOMINATE SOMEONE TO BE A DIRECTOR OF THE COMPANY OR
BRING BUSINESS BEFORE AN ANNUAL MEETING?
A: Our Bylaws provide that in order for a shareholder to bring business
before or propose Director nominations at an annual meeting of
shareholders, the shareholder must provide advance notice of such
proposal or nomination by writing to the Board of Directors, c/o Justin
M. Faggioli, Secretary, Ravenswood Winery, Inc., 18701 Gehricke Road,
Sonoma, California 95476. Specifically, the shareholder must give
written notice to the Secretary not less than 30 days nor more than 60
days prior to the date of the annual meeting. The notice must contain
specified information about the proposed business or each nominee and
about the shareholder making the proposal or nomination. In the event
that less than 45 days' prior notice or prior public disclosure of the
date of the annual meeting is given or made to shareholders, notice by
the shareholder, in order to be timely, must be received no later than
the close of business on the 10th day following the date on which such
notice of the annual meeting date was mailed or public disclosure of
the date of the annual meeting was made, whichever occurs first.
Finally, the recommendation must include the written consent of each
nominee to serve as a Director, if elected.
- --------------------------------------------------------------------------------
3
<PAGE>
PROPOSALS YOU MAY VOTE ON
1. ELECTION OF DIRECTORS
There are currently six members of the Board of Directors. All six
current members of the Board of Directors are nominees for election this year:
W. Reed Foster, Joel E. Peterson, Callie S. Konno, Justin M. Faggioli, James F.
Wisner and Robert E. McGill, III. All directors are elected annually, and serve
until the next Annual Meeting of Shareholders or until their respective
successors are elected and qualified. If any director is unable to stand for
re-election, the Board may reduce the Board's size or designate a substitute. If
a substitute is designated, proxies voting on the original director candidate
will be cast for the substituted candidate.
YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THESE DIRECTORS.
2. RATIFICATION OF THE APPOINTMENT OF ODENBERG, ULLAKKO, MURANISHI & CO. LLP AS
INDEPENDENT AUDITORS
The Audit Committee has recommended, and the Board has appointed,
Odenberg, Ullakko, Muranishi & Co. LLP as our independent auditors for the 2000
fiscal year (July 1, 1999 through June 30, 2000), subject to your ratification.
Audit services provided by Odenberg, Ullakko, Muranishi & Co. LLP
during fiscal 1999 included an audit of our financial statements. They reviewed
our Annual Report and certain other filings with the SEC and certain other
governmental agencies. They have unrestricted access to the Audit Committee to
discuss audit findings and other financial matters. Odenberg, Ullakko, Muranishi
& Co. LLP also provided various non-audit services to us during fiscal 1999.
Odenberg, Ullakko, Muranishi & Co. LLP have been engaged as our
independent auditors since July 1, 1998. Prior to that date, Field Accountancy
Corporation served as independent accountant, but did not conduct an audit of,
or issue an audit opinion concerning, our financial statements. During its
engagement as our independent accountant, there were no disagreements with Field
Accountancy Corporation on any matter of accounting principles or practices, or
financial statement disclosure. Field Accountancy Corporation did not resign nor
was it dismissed. In anticipation of our initial public offering, Odenberg,
Ullakko, Muranishi & Co. LLP assumed the role of independent auditors and Field
Accountancy Corporation continued in its role as preparer of Ravenswood's
corporate tax returns. The decision to engage Odenberg, Ullakko, Muranishi & Co.
LLP was approved by the Board. Prior to July 1, 1998, we did not consult with
Odenberg, Ullakko, Muranishi & Co. LLP on items which involved accounting
principles or the form of audit opinion to be issued on our financial
statements.
A representative of Odenberg, Ullakko, Muranishi & Co. LLP is expected
to attend the Annual Meeting. He or she will have the opportunity to speak at
the meeting if he or she wishes and will also respond to appropriate questions.
YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ODENBERG, ULLAKKO, MURANISHI & CO. LLP AS INDEPENDENT AUDITORS
FOR THE 2000 FISCAL YEAR.
4
<PAGE>
NOMINEES FOR THE BOARD OF DIRECTORS
W. REED FOSTER
DIRECTOR SINCE 1986
Age 67
W. Reed Foster co-founded Ravenswood in 1976. He has served as
Chairman, Chief Executive Officer and a Director since Ravenswood's
incorporation in 1986. From 1970 until joining Ravenswood, Mr. Foster operated a
commercial real estate firm in San Francisco. He also co-founded the San
Francisco Vintner's Club, serving as its president for six years, and served as
an officer of Draper & Esquin, a retail wine shop, for 15 years. He received a
B.A. in philosophy from Williams College and an M.B.A. from the Harvard Graduate
School of Business Administration.
JOEL E. PETERSON
DIRECTOR SINCE 1986
Age 52
Joel E. Peterson co-founded Ravenswood in 1976. He has served as
President, Winemaker and a Director since Ravenswood's incorporation in 1986.
Mr. Peterson's duties as Winemaker involve managing and directing the winemaking
process and staff, and sourcing grape and bulk wine supplies. From 1973 until
joining Ravenswood, Mr. Peterson was a wine writer and a consultant in the art
of traditional winemaking as practiced in Bordeaux and Burgundy. Mr. Peterson
holds a B.S. in Microbiology and Biochemistry from Oregon State University and a
Medical Technology degree from the University of California, San Francisco. Mr.
Peterson was actively involved in immunology research at Mt. Zion Hospital until
1977.
JUSTIN M. FAGGIOLI
DIRECTOR SINCE OCTOBER 1996
Age 48
Justin M. Faggioli has served as Executive Vice President of Ravenswood
since January 1995, and as Secretary and a Director since October 1996. Prior to
joining Ravenswood, from May 1991 until January 1995, Mr. Faggioli operated a
2,600-acre ranch in Sonoma County owned by his wife's family and helped develop
a 175-acre vineyard on that property. Mr. Faggioli holds B.S. and M.S. degrees
in Earth Sciences from Stanford University and an M.B.A. from the Harvard
Graduate School of Business Administration.
CALLIE S. KONNO
DIRECTOR SINCE FEBRUARY 1999
Age 46
Callie S. Konno has served as Ravenswood's Chief Financial Officer
since 1996 and has served as a Director since February 1999. From 1993 until her
appointment as Chief Financial Officer, Ms. Konno served as Secretary of
Ravenswood and was responsible for various accounting and administrative duties.
She holds an A.B. in History and International Relations from Occidental College
and an M.L.I.S. in Library and Information Studies from the University of
California, Berkeley. In addition, Ms. Konno has passed the Certified Public
Accountants examination.
JAMES F. WISNER
DIRECTOR SINCE 1986
Age 65
James F. Wisner has served as a Director since Ravenswood's
incorporation in 1986. Mr. Wisner has practiced law as a sole practitioner since
1992. From 1972 until 1992, Mr. Wisner was a partner in the law firm of
Bancroft, Avery & McAllister in San Francisco, California. He holds an A.B. in
American History from Yale University, a J.D. from Stanford University and an
M.B.A. from Golden Gate University.
5
<PAGE>
ROBERT E. MCGILL, III
DIRECTOR SINCE FEBRUARY 1999
Age 68
Robert E. McGill, III has served as a Director of Ravenswood since
February 1999. Mr. McGill currently serves as a director of Lydall, Inc. and
Chemfab Corporation, each of which is a specialty materials manufacturing
company traded on the New York Stock Exchange. In addition, he currently serves
as a trustee of Travelers Mutual & Variable Annuity Funds, an investment
company. From 1975 to 1995, Mr. McGill served in various senior management
positions, including, most recently, as executive vice president, finance and
administration, and, from 1983 to 1995 as a director, of The Dexter Corporation,
a specialty materials and chemical manufacturing company. Mr. McGill received a
B.A. in Economics from Williams College and an M.B.A. from the Harvard Graduate
School of Business Administration.
STATEMENT OF CORPORATE GOVERNANCE
Our business is managed under the direction of the Board of Directors.
The Board delegates the conduct of business to our senior management team.
Our Board usually meets four times a year in regularly scheduled
meetings. It may meet more often if necessary. The Board held four meetings
during the 1999 fiscal year. All Directors attended at least seventy-five
percent of the Board Meetings and meetings of the committees of the Board on
which such Director served. The Chief Executive Officer usually proposes the
agenda for the meetings. Board members receive the agenda and supporting
information in advance of the meetings. Board members may raise other matters to
be included in the agenda or at the meetings. The Chief Executive Officer, Chief
Financial Officer and other members of senior management make presentations to
the Board at the meetings and a substantial portion of the meeting time is
devoted to the Board's discussion of these presentations. Significant matters
that require Board approval are voted on at the meetings.
Board members have complete access to senior management. They may also
seek independent, outside advice.
COMMITTEE STRUCTURE. The Board considers all major decisions. The Board
has established two standing committees so that certain areas can be addressed
in more depth than may be possible at a full Board meeting. Each committee is
chaired by an independent, outside Director.
AUDIT COMMITTEE. This committee oversees our financial reporting
process and our internal controls. The Audit Committee reports on its activities
to the Board. The members of this committee are James F. Wisner, Robert E.
McGill, III and Callie S. Konno. This committee held one meeting during the 1999
fiscal year.
COMPENSATION COMMITTEE. This committee reviews the compensation of the
CEO and senior management, as well as our general employee compensation and
benefits policies and practices. The members of this committee are James F.
Wisner and Robert E. McGill, III. This committee held one meeting during the
1999 fiscal year.
DIRECTORS' COMPENSATION
Our outside Directors (those Directors who are not employees of our
company), James F. Wisner and Robert E. McGill, III, do not receive regular
compensation for serving on our Board, although they are reimbursed for
reasonable expenses related to the attendance of Board meetings. We pay for
Directors' liability insurance and we have entered into indemnification
agreements with each of our Directors. During the 1999 fiscal year, we made
discretionary nonstatutory option grants to each of Messrs. Wisner and McGill to
purchase 5,000 shares of our Common Stock, which vest at a rate of 20% per year
over five years. The exercise price for each of those grants is $10.50 per
share, the market value of our Common Stock on the date of grant.
During fiscal 1999, Mr. Wisner received approximately $11,940 in fees
from our company for certain legal services he provided to our company.
6
<PAGE>
Employee Directors are not eligible for any additional compensation for
service on the Board or its committees.
OFFICERS' COMPENSATION
<TABLE>
SUMMARY COMPENSATION TABLE(1). The following table sets forth information for
the 1999 fiscal year, regarding the compensation earned by the Chief Executive
Officer and each of our three most highly compensated executive officers other
than the Chief Executive Officer whose compensation exceeded $100,000 for the
1999 fiscal year ("Named Executive Officers"). We have not entered into
employment agreements with any of our officers. We have purchased key-man life
insurance policies with respect to Messrs. Peterson and Foster, in the amounts
of $7 million and $2 million, respectively.
<CAPTION>
Number of
401(K) Shares
Matching Underlying
Name and Principal Position Salary Bonus Contributions Options
- --------------------------- ------ ----- ------------- -------
<S> <C> <C> <C> <C>
W. Reed Foster
Chairman of the Board of Directors
and Chief Executive Officer ..................................... $174,350 $ 45,000 $ 7,693 50,000
Joel E. Peterson
Winemaker and President ......................................... $174,350 $ 45,000 $ 5,200 50,000
Callie S. Konno
Chief Financial Officer ......................................... $ 97,750 $ 45,000 $ 5,710 37,500
Justin M. Faggioli
Executive Vice President and Secretary .......................... $132,500 $ 45,000 $ 7,100 37,500
<FN>
- ------------
(1) The "Other Annual Compensation" column was omitted since this compensation
did not exceed the lesser of $50,000 or 10% of the total of any Named
Executive Officer's salary and bonus.
</FN>
</TABLE>
<TABLE>
OPTION GRANTS DURING THE 1999 FISCAL YEAR. The following table presents
additional information concerning the option awards shown in the Summary
Compensation Table for the 1999 fiscal year. These options to purchase our
Common Stock were granted to the Named Executive Officers under the 1999 Equity
Incentive Plan at exercise prices either equal to or in excess of the market
value of our Common Stock on the date of grant.
<CAPTION>
% of Total
Number of Shares Options Granted to
Underlying Employees in Last Exercise Price Expiration
Name Options Fiscal Year(1) Per Share Date
- ---- ------- -------------- --------- ----
<S> <C> <C> <C> <C> <C>
W. Reed Foster .......................................... 50,000(2) 17.89% $ 11.11 04/04/04
Joel E. Peterson ........................................ 50,000(2) 17.89% $ 11.11 04/04/04
Callie S. Konno ......................................... 37,500(3) 13.42% $ 10.50 04/04/09
Justin M. Faggioli ...................................... 37,500(3) 13.42% $ 10.50 04/04/09
<FN>
- ------------
(1) Based on options to purchase an aggregate of 279,500 shares of Common Stock
granted during the 1999 fiscal year.
(2) Vests in five 20% installments, the first four of which are annual
installments beginning on 4/8/00. The fifth installment vests 30 days prior
to the expiration date of the option.
(3) Vests at the rate of 20% per year over a five-year period.
</FN>
</TABLE>
7
<PAGE>
<TABLE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES. The following table shows the number of shares of Common Stock
represented by outstanding stock options held by each of the Named Executive
Officers as of June 30, 1999. None of our Named Executive Officers exercised any
stock options during the 1999 fiscal year.
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year End at Fiscal Year End(1)
Name Exercisable/Unexercisable(1) Exercisable/Unexercisable
- --------------------------- ------------------------------ ---------------------------
<S> <C> <C>
W. Reed Foster .................... 0/50,000 0/0
Joel E. Peterson .................. 0/50,000 0/0
Callie S. Konno ................... 0/37,500 0/0
Justin M. Faggioli ................ 0/37,500 0/0
<FN>
- ------------
(1) Based on a per share price of $10.50, the closing price of our Common Stock
as reported by The Nasdaq National Market on June 30, 1999, the last
trading day of our fiscal year.
</FN>
</TABLE>
DIRECTORS' AND OFFICERS' OWNERSHIP OF OUR COMMON STOCK
The following tables set forth information regarding the beneficial
ownership of our Common Stock as of September 3, 1999, for:
* each person who is known by us to beneficially own more than 5%
of the outstanding shares of our Common Stock
* each of our Directors
* each of our Named Executive Officers
* all of our Directors and executive officers as a group.
The address of each of the Directors and executive officers of
Ravenswood is c/o Ravenswood Winery, Inc., 18701 Gehricke Road, Sonoma,
California 95476.
The percentages of shares outstanding provided in the tables are based
on 4,568,352 shares outstanding as of September 3, 1999. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect to
securities. Unless otherwise indicated, each person or entity named in the
tables has sole voting power and investment power, or shares voting and
investment power with his or her spouse, with respect to all shares of capital
stock listed as owned by that person. Shares issuable upon conversion of
debentures that are currently convertible or become convertible within sixty
days of September 3, 1999 are considered outstanding for the purpose of
calculating the percentage of outstanding shares of our Common Stock held by the
individual, but not for the purpose of calculating the percentage of outstanding
shares held by any other individual.
8
<PAGE>
<TABLE>
The total number of shares shown as beneficially owned by each of Mr.
Foster, Mr. Peterson, Mr. Faggioli and Ms. Konno includes 2,133,081 shares of
our Common Stock held in the Ravenswood Winery, Inc. Voting Trust, for which Mr.
Foster, Mr. Peterson, Mr. Faggioli and Ms. Konno exercise voting control as
trustees. The voting trust is further described below. Of those shares, Mr.
Foster, Mr. Peterson, Mr. Faggioli and Ms. Konno disclaim beneficial ownership
of 1,714,900 shares, 746,411 shares, 2,041,731 shares and 2,073,231 shares,
respectively.
<CAPTION>
Number of Shares Percent of
of Common Stock Common Stock
Name Beneficially Owned Outstanding
- ---- ------------------ -----------
<S> <C> <C>
W. Reed Foster .......................................................................... 2,146,581 46.9%
Joel E. Peterson ........................................................................ 2,133,081 46.7%
Justin M. Faggioli ...................................................................... 2,174,791 47.5%
Callie S. Konno ......................................................................... 2,133,081 46.7%
James F. Wisner ......................................................................... 157,500 3.4%
Robert E. McGill, III ................................................................... 25,750 *
All Directors and executive officers as a group including those
named above (6 persons) ................................................................ 2,214,041 48.1%
<FN>
- ------------
* owns less than 1%.
</FN>
</TABLE>
Excluding the Common Stock beneficially owned by Mr. Foster, Mr.
Peterson, Mr. Faggioli and Ms. Konno solely as a result of their status as
trustees of the voting trust, Mr. Foster's, Mr. Peterson's, Mr. Faggioli's and
Ms. Konno's ownership disclosure would appear as follows:
Number of Shares Percentage of
of Common Stock Common Stock
Name Beneficially Owned Outstanding
- ---- ------------------ -----------
W. Reed Foster ........................... 431,681 9.4%
Joel E. Peterson ......................... 1,386,670 30.4%
Justin M. Faggioli ....................... 133,060 2.9%
Callie S. Konno .......................... 59,850 1.3%
The disclosure regarding the number of shares of Common Stock
beneficially owned in the two preceding tables:
* with respect to Mr. Foster, includes 5,625 shares issuable upon
the conversion of outstanding convertible debentures and
excludes 151,200 shares held by an irrevocable trust managed by
an independent trustee and established for the benefit of Mr.
Foster's children
* with respect to Mr. Peterson, does not include 151,200 shares
held by an irrevocable trust managed by an independent trustee
and established for the benefit of Mr. Peterson's children
* with respect to Mr. Faggioli, includes 12,085 shares issuable
upon the conversion of outstanding convertible debentures,
4,789 of which are issuable to Mr. Faggioli's spouse, and 4,000
shares held in trusts for Mr. Faggioli's children, for which
Mr. Faggioli serves as trustee
* with respect to Mr. Wisner, includes 31,500 shares held by Mr.
Wisner's spouse
* with respect to Mr. McGill, includes 17,875 shares issuable
upon the conversion of outstanding convertible debentures and
13,500 shares held in a family trust established for the
benefit of Mr. McGill
* with respect to our Directors and executive officers as a
group, includes 35,585 shares issuable upon the conversion of
outstanding convertible debentures
DESCRIPTION OF THE RAVENSWOOD WINERY, INC. VOTING TRUST. A total of 2,133,081
shares of our outstanding Common Stock, representing approximately 46.7% of our
outstanding Common Stock, is held in a voting trust, for which Mr. Foster, Mr.
Peterson, Mr. Faggioli and Ms. Konno serve as trustees. A total of 2,113,551 of
these shares are held of record by affiliates of our company. The remaining
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19,530 shares are held by two non-affiliated shareholders. The address of each
of the trustees is: c/o Ravenswood Winery, Inc., 18701 Gehricke Road, Sonoma,
California 95476. The trustees have the exclusive right to vote all of the
shares held by the voting trust on all matters presented to the shareholders for
a vote, as follows:
* As long as Mr. Peterson is a trustee of the voting trust, all
decisions except decisions to amend or terminate the voting
trust require the approval of Mr. Peterson and one other
trustee; however, decisions to amend or terminate the voting
trust require the approval of Mr. Peterson and two other
trustees
* If Mr. Peterson is no longer a trustee of the voting trust, all
decisions require the approval of three trustees; however,
decisions to amend or terminate the voting trust require the
approval of the three remaining trustees and Mr. Peterson's
successor trustee who shall be appointed by the three remaining
trustees
Shares may be released from the voting trust upon transfer of shares
for estate planning purposes, in connection with the sale of shares, or upon the
approval of the trustees. The voting trust expires on May 26, 2008, unless
terminated earlier.
CERTAIN TRANSACTIONS
On August 25, 1992, we entered into a deferred compensation agreement
with Reed Foster, our Chairman and Chief Executive Officer, entitling him to
receive, upon termination of his employment, the value of 345,731 shares of
Common Stock, payable in shares or cash at our discretion. Effective July
1,1998, we mutually terminated this arrangement, issued 345,731 shares of Common
Stock to Mr. Foster, and agreed to lend him up to $335,000 to pay taxes related
to his receipt of these shares. The loan, which had a balance of $310,000 on
June 30, 1999, is due on December 21, 2008, with interest payable annually at
5.3% per annum. The loan is unsecured.
From August until December 1998, the following officers and Directors
participated in our private placement of an aggregate of $1.7 million of
convertible debentures and $1.7 million of Common Stock:
Amount
Name Security Purchased
---- -------- ---------
W. Reed Foster .............. Convertible Debentures $ 62,500
Common Stock $ 62,500
Justin M. Faggioli .......... Convertible Debentures $134,283
Common Stock $187,500
Robert E. McGill, III ....... Convertible Debentures $ 62,500
Common Stock $ 62,500
Each $10,000 convertible debenture is convertible into 900 shares of Common
Stock. The price of the Common Stock sold in the private placement was $7.94 per
share. The purchase price of the securities sold to these officers and Directors
in the private placement was determined based on our Board of Directors' good
faith determination of the fair market value of the securities, and was
equivalent to the price paid for the securities by unrelated third parties in
the transaction.
In connection with the proposed expansion of our new facility, which we
refer to as the Quarry Facility, we entered into an agreement to lease
approximately 20 acres of land in Sonoma County, California from Sandra D.
Donnell and Bruce B. Donnell, the wife and brother-in-law, respectively, of Mr.
Faggioli, our Executive Vice President. The lease, which is dated as of January
1, 1999, provides for monthly payments and expires on December 31, 2032. Our
payments under the lease to Ms. Donnell and Mr. Donnell totaled $20,672 for
calendar 1998, and are expected to total $29,255 for calendar 1999, and
approximately $41,344 for calendar 2000, subject to annual adjustments.
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Mr. Faggioli, Ms. Donnell and Mr. Donnell, together, are 15% partners
in Sangiacomo-El Novillero Vineyards. This partnership sells a portion of its
grapes to us. Our payments to the partnership for these grapes totaled $88,872
in calendar 1997 and $147,490 in calendar 1998.
Mr. Peterson's wife, Madeleine Deininger, serves as one of our wine
brokers in the New England states. Under this arrangement, Ms. Deininger
received sales commissions totaling $154,575 in calendar 1997 and $214,018 in
calendar 1998.
In February 1999, we paid off the balance of a loan made by Mr. Foster
to our company. The total amount paid, including principal and interest, was
approximately $217,588.
In March 1999, we paid off the balance of a loan made by Mr. Peterson
to our company. The total amount paid, including principal and interest, was
approximately $74,644.
In March 1999, Mr. Peterson paid of the balance of a loan made by our
company to him. The total amount paid, including principal and interest, was
approximately $29,714.
We believe these transactions were in our company's best interest. As a
matter of policy, the transactions were, and all future transactions between our
company and any of its officers, Directors or principal shareholders will be,
approved by a majority of the disinterested members of the Board of Directors,
will be on terms no less favorable to our company than could be obtained from
unaffiliated third parties and will be to serve bona fide business purposes of
our company.
DIRECTORS' AND OFFICERS' INDEMNIFICATION
Our bylaws require that we indemnify our Directors and officers, to the
extent permitted under California law. They are indemnified against any costs,
expenses (including legal fees) and other liabilities in connection with their
service to our company. We have purchased liability insurance to insure against
these liabilities. We have also entered into indemnification agreements with
each of our Directors and executive officers. The insurance and indemnification
agreements supplement the provisions of our Articles of Incorporation that
eliminate the potential liability of Directors and officers to our company or
its shareholders, in certain situations, as permitted by law.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
We believe that during the 1999 fiscal year, all SEC filings of
Directors, officers and ten-percent shareholders complied with the requirements
of Section 16 of the Securities Exchange Act. This belief is based on our review
of forms filed, or written notice that no forms were required.
OTHER MATTERS
PROXY SOLICITATION. The expense of solicitation of proxies will by
borne by our company. In addition to solicitation of proxies by mail, certain
officers, Directors and employees who will receive no additional compensation
for their services may solicit proxies by telephone, telegraph or personal
interview. We are required to request that brokers and nominees who hold stock
in their name furnish these proxy materials to beneficial owners of the stock
and will reimburse such brokers and nominees for their reasonable out-of-pocket
expenses related to that effort.
OTHER MATTERS. We do not know of any matter other than those discussed
in the foregoing materials contemplated for action at the Annual Meeting. Should
any other matter be properly brought before the Annual Meeting, it is the
intention of the persons named in the proxies to vote in accordance with the
recommendation of the Board. Discretionary authority for them to do so is
contained in the proxy.
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ANNUAL REPORT
We will provide a copy of our 1999 Annual Report to Shareholders,
without charge, to any shareholder who makes a written request to Justin M.
Faggioli, Secretary, Ravenswood Winery, Inc., 18701 Gehricke Road, Sonoma,
California 95476.
By Order of the Board of Directors,
Justin M. Faggioli
Executive Vice President and Secretary
Sonoma, California
September 28, 1999
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APPENDIX A
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PROXY RAVENSWOOD WINERY, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF RAVENSWOOD WINERY, INC.
The undersigned, revoking all previous proxies relating to its shares
of common stock ("Shares") of Ravenswood Winery, Inc. (the "Company"), hereby
acknowledges receipt of the Notice of the Annual Meeting of Shareholders and
Proxy Statement in connection with the Annual Meeting of Shareholders of the
Company to be held at 11:00 A.M., Pacific Time, on November 2, 1999 at Ramekins
Culinary Academy, 450 West Spain Street, Sonoma, California 95476, and hereby
appoints W. Reed Foster, Joel E. Peterson, Justin M. Faggioli and Callie S.
Konno and each of them, the proxy of the undersigned, each with full power of
substitution, to vote all Shares which the undersigned is entitled to vote
either on his or her own behalf or on behalf of any entity or entities, at the
Annual Meeting and at any adjournments or postponements thereof upon all matters
that may properly come before the meeting and with all powers the undersigned
would have if personally present. Without otherwise limiting the foregoing
general authorization, the proxies are instructed to vote or act as indicated
herein.
THIS PROXY, WHICH IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS,
WILL BE VOTED FOR THE MATTERS DESCRIBED HEREIN UNLESS THE SHAREHOLDER SPECIFIES
OTHERWISE, IN WHICH CASE IT WILL BE VOTED AS SPECIFIED. SEE REVERSE SIDE. IF YOU
WISH TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS,
PLEASE MARK THE APPROPRIATE BOX AND SIGN THE PROXY. THIS PROXY MAY BE REVOKED AT
ANY TIME PRIOR TO THE TIME IT IS VOTED.
(Continued, and to be dated and signed on reverse side)
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^ FOLD AND DETACH HERE ^
<PAGE>
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[X] Please mark
votes as
in this
example.
1. To elect a Board of six (6) FOR WITHHOLD
directors. ALL FOR ALL
NOMINEES NOMINEES
NOMINEES: [ ] [ ]
W. Reed Foster, Joel E. Peterson,
Callie S. Konno, Justin M. Faggioli,
James F. Wisner and Robert E. McGill, III.
The Board of Directors recommends a vote
IN FAVOR OF the directors listed above and a vote
IN FAVOR OF each of the listed proposals.
[ ] _________________________________
For all nominees except
as noted above
2. To ratify the appointment of Odenberg, Ulakko, FOR AGAINST ABSTAIN
Muranishi & Co., LLP as independent auditors of [ ] [ ] [ ]
the Company for the period ending June 30, 2000.
3. In their discretion, the proxies are authorized
to vote upon such other business as may properly [ ] [ ] [ ]
come before the meeting.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING. [ ]
Please sign exactly as your name appears on your
stock certificate. Joint owners should each sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as
such. When shares are held by joint tenants, both
should sign. If a corporation, please sign in full
corporate name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW
___________________________________________ [ ]
___________________________________________
Signature(s) ____________________________________________ Dated ________________
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^ FOLD AND DETACH HERE ^
