UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
RAVENSWOOD WINERY, INC.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
754438109
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(CUSIP Number)
Thomas J. Mullin, Esq.
Constellation Brands, Inc.
300 WillowBrook Office Park
Fairport, NY 14450
(716) 218-2169
With a copy to:
Jeffrey P. Newman, Esq.
Jack G. Martel, Esq.
Farella Braun + Martel LLP
235 Montgomery Street, 30th Floor
San Francisco, CA 94104
(415) 954-4400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 754438109
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Constellation Brands, Inc.
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) BK
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ].
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power None
Shares
Beneficially 8. Shared Voting Power 1,000
Owned by
Each 9. Sole Dispositive Power None
Reporting
Person With 10. Shared Dispositive Power 1,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 100%
14. Type of Reporting Person (See Instructions)
CO
CUSIP No. 754438109
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
VVV Acquisition Corp.*
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) Not Applicable
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ].
6. Citizenship or Place of Organization Not Applicable
Number of 7. Sole Voting Power Not Applicable
Shares
Beneficially 8. Shared Voting Power Not Applicable
Owned by
Each 9. Sole Dispositive Power Not Applicable
Reporting
Person With 10. Shared Dispositive Power Not Applicable
11. Aggregate Amount Beneficially Owned by Each Reporting Person
Not Applicable
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
Not Applicable
14. Type of Reporting Person (See Instructions) Not Applicable
* As a result of the Merger described in Item 4, VVV Acquisition Corp. was
merged with and into the Issuer, with the Issuer continuing as the
surviving corporation and VVV Acquisition Corp. ceasing its corporate
existence.
CUSIP No. 754438109
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Franciscan Vineyards, Inc.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) BK
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ].
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power None
Shares
Beneficially 8. Shared Voting Power 1,000
Owned by
Each 9. Sole Dispositive Power None
Reporting
Person With 10. Shared Dispositive Power 1,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 100%
14. Type of Reporting Person (See Instructions)
CO
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D is filed by Constellation Brands, Inc.
("CBI") and Franciscan Vineyards, Inc. ("FVI") with respect to the common stock,
no par value (the "Common Stock"), of Ravenswood Winery, Inc., a California
corporation (the "Issuer").
Class of equity securities: Common Stock
The Issuer's principal executive offices are located at 18701 Gehricke
Road, Sonoma, CA 95476.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) CBI is a Delaware corporation whose principal business is
producing, marketing and distributing branded beverage alcohol products in North
America and the United Kingdom. Its principal executive offices are located at
300 WillowBrook Office Park, Fairport, NY 14450. FVI is a Delaware corporation
and wholly-owned subsidiary of CBI. Its principal executive offices are located
at 1178 Galleron Road, St. Helena, CA 94574.
Information with respect to the executive officers and directors of CBI and
FVI, including name, business address, present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, to the best knowledge
of CBI and FVI, is listed on the attached Appendix I, which is incorporated
herein by reference.
(d) - (e) During the last five years, neither CBI, FVI nor, to the best of
their knowledge, any of the persons listed in Appendix I (executive officers and
directors of CBI and FVI) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). During the last five years, neither
CBI, FVI nor, to the best of their knowledge, any of the persons listed in
Appendix I has been a party to any civil proceeding or a judicial or
administrative body of competent jurisdiction which resulted in 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, and neither CBI nor FVI is currently
subject to any such judgment, decree or final order.
(f) To the best knowledge of CBI and FVI, as applicable, the citizenship of
each of the executive officers and directors of CBI and FVI is set out on
Appendix I, which is incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
To fund the $148,013,093.50 required to purchase the Issuer Common Stock in
connection with the Merger, CBI used its existing short-term borrowing facility
under its Credit Agreement, dated as of October 6, 1999 between CBI, certain of
CBI's principal subsidiaries, and certain banks for which The Chase Manhattan
Bank acts as Administrative Agent, as amended.
ITEM 4. PURPOSE OF TRANSACTION
(a)-(b) Pursuant to an Agreement and Plan of Merger dated April 10, 2001,
(the "Merger Agreement"), among CBI, VVV Acquisition Corp., a wholly-owned
subsidiary of CBI ("VVV") and the Issuer, VVV merged with and into the Issuer
and the Issuer became an indirect wholly-owned subsidiary of CBI (such events
constituting the "Merger"). As a result of the Merger, VVV ceased its corporate
existence and the Issuer continued in existence as the surviving corporation.
Each outstanding share of the Issuer's Common Stock, other than shares owned by
CBI or VVV, was converted into the right to receive $29.50 in cash, without
interest (the "Merger Consideration") and each share of VVV common stock held by
CBI (though FVI, its wholly-owned subsidiary) was converted into one share of
common stock of the surviving corporation.
Immediately before the effective time of the Merger, each outstanding
vested option to purchase Issuer Common Stock was canceled, and in consideration
of such cancellation, the holder of such option became entitled to receive cash
equal to the product of (i) the number of vested shares subject to such option
and (B) the excess of the Merger Consideration over the per share exercise price
of such option, less any applicable withholding taxes. Immediately before the
effective time of the Merger, a number of unvested options to purchase Issuer
Common Stock held by each holder thereof equal to the lesser of (i) unvested
options to purchase 1,000 shares of Issuer Common Stock or (ii) the number of
unvested options to purchase Issuer Common Stock held by such holder,
accelerated, became fully vested and were treated immediately prior to the
effective time of the Merger in the same manner as vested options to purchase
Issuer Common Stock. Immediately before the effective time of the Merger, except
as provided in the preceding sentence, each unvested option to purchase Issuer
Common Stock was canceled, and in consideration for such cancellation, the
holder thereof became entitled to receive at the time such unvested option to
purchase Issuer Common Stock would have vested an amount of cash equal to the
product of (x) the number of unvested shares subject to such option that would
have vested on such date and (y) the excess of the Merger Consideration over the
per share exercise price of such option, less any applicable withholding taxes.
The foregoing summary of the Merger is qualified in its entirety by
reference to the copy of the Merger Agreement included as Exhibit 2(a) to CBI's
Schedule 13D filed on April 20, 2001, and incorporated herein by reference.
(c) Not applicable.
(d) As a result of the Merger, the directors of VVV became the directors of
the Issuer, until their respective successors are duly elected or appointed and
qualified. Following the Merger the existing officers of the Issuer resigned and
were replaced by CBI and FVI personnel.
(e)-(g) Other than as a result of the Merger described above, not
applicable.
(h)-(i) Upon consummation of the Merger, the Issuer's Common Stock has been
delisted from the Nasdaq National Market. On July 3, 2001, the issuer filed a
Form 15 requesting deregistration of its Common Stock under the Act.
(j) Other than as described above, neither CBI nor FVI currently has any
plans or proposals which relate to, or may result in, any of the matters listed
in Item 4(a)-(i) of Schedule 13D (although CBI and FVI reserve their rights to
develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As of July 2, 2001, as a result of the Merger, CBI (through its
wholly owned subsidiary, FVI) is the beneficial owner of 1,000 shares of the
Issuer Common Stock which represents 100% of the issued and outstanding Issuer
Common Stock.
(c) Other than as described above in Item 4, none.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than the Merger Agreement, or as described above, to the best
knowledge of CBI and FVI, there are no contracts, arrangements, uderstandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangement, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies which require disclosure under this Item.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed herewith as exhibits to this Schedule 13D:
1. Joint Filing Agreement between CBI and FVI dated October 23, 2001.
2. Agreement and Plan of Merger dated as of April 10, 2001, by and among
Issuer, CBI and VVV (filed as Exhibit 2(a) to CBI's Schedule 13D relating to the
Issuer dated April 10, 2001 and filed on April 20, 2001 and incorporated herein
by reference).
3(a). Credit Agreement, dated as of October 6, 1999, between CBI, certain
principal subsidiaries, and certain banks for which The Chase Manhattan Bank
acts as Administrative Agent, The Bank of Nova Scotia acts as Syndication Agent,
and Credit Suisse First Boston and Citicorp USA, Inc. act as Co-Documentation
Agents (filed as Exhibit 4.1 to CBI's Quarterly Report on Form 10-Q for the
fiscal quarter ended November 30, 1999 and incorporated herein by reference).
3(b). Amendment No. 1 to the Credit Agreement, dated as of February 13,
2001, between CBI, certain principal subsidiaries, and The Chase Manhattan Bank,
as administrative agent for certain banks (filed as Exhibit 4.20 to CBI's Annual
Report on Form 10-K for the fiscal year ended February 28, 2001 and incorporated
herein by reference).
3(c). Amendment No. 2 to the Credit Agreement, dated as of May 16, 2001,
between CBI, certain principal subsidiaries, and The Chase Manhattan Bank, as
administrative agent for certain banks (filed as Exhibit 4.1 to CBI's Quarterly
Report on Form 10-Q for the fiscal quarter ended May 31, 2001 and incorporated
herein by reference).
3(d). Guarantee Assumption Agreement, dated as of July 2, 2001, by
Ravenswood Winery, Inc., in favor of The Chase Manhattan Bank, as administrative
agent, pursuant to the Credit Agreement dated as of October 6, 1999, as amended
(filed as Exhibit 4.6 to CBI's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 31, 2001 and incorporated herein by reference).
3(e). Amendment No. 3 to the Credit Agreement, dated as of September 7,
2001, between CBI, certain principal subsidiaries, and The Chase Manhattan Bank,
as administrative agent for certain banks (filed as Exhibit 4.7 to CBI's
Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2001 and
incorporated herein by reference).
SIGNATURE
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: October 23, 2001
CONSTELLATION BRANDS, INC.
By: /s/ Richard Sands
--------------------------------
Name: Richard Sands
Title: President and Chief Executive Officer
FRANCISCAN VINEYARDS, INC.
By: /s/ Agustin Francisco Huneeus
--------------------------------
Name: Agustin Francisco Huneeus
Title: President
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
APPENDIX I
DIRECTORS AND EXECUTIVE OFFICERS OF CONSTELLATION BRANDS, INC.
Title, Present Principal Occupation or
Name, Employer and Address Employment Citizenship
-------------------------- ---------- -------------
Richard Sands Director, Chairman of the Board, USA
Constellation Brands, Inc. President and Chief Executive Officer
300 WillowBrook Office Park of Constellation Brands, Inc.
Fairport, NY 14450
Robert Sands Director and Group President of USA
Constellation Brands, Inc. Constellation Brands, Inc.
300 WillowBrook Office Park
Fairport, NY 14450
Agustin Francisco Huneeus President of Franciscan Vineyards, Inc., USA and Chile
Franciscan Vineyards, Inc. a wholly owned subsidiary of
1187 Galleron Rd. Constellation Brands, Inc.
St. Helena, CA 94574
Alexander L. Berk President and Chief Executive Officer of USA
Barton Incorporated Barton Incorporated, a wholly owned
55 East Monroe Street subsidiary of Constellation Brands,
Chicago, IL 60603 Inc.
Peter Aikens President and Chief Executive Officer of UK
Matthew Clark plc Matthew Clark plc, a wholly owned
Whitchurch Lane indirect subsidiary of Constellation
Bristol BS14 0JZ UK Brands, Inc.
Jon Moramarco President and Chief Executive Officer of USA
Canandaigua Wine Company, Inc. Canandaigua Wine Company, Inc., a
235 North Bloomfield Road wholly owned subsidiary of
Canandaigua, NY 14424 Constellation Brands, Inc.
Thomas S. Summer Executive Vice President and Chief USA
Constellation Brands, Inc. Financial Officer of Constellation
300 WillowBrook Office Park Brands, Inc.
Fairport, NY 14450
Thomas J. Mullin Executive Vice President and General USA
Constellation Brands, Inc. Counsel of Constellation Brands, Inc.
300 WillowBrook Office Park
Fairport, NY 14450
George H. Murray Executive Vice President and Chief Human USA
Constellation Brands, Inc. Resources Officer of Constellation
300 WillowBrook Office Park Brands, Inc.
Fairport, NY 14450
George Bresler Director of Constellation Brands, Inc. USA
Kurzman Eisenberg Corbin Partner of the law firm of Kurzman
Lever & Goodman, LLP Eisenberg Corbin Lever & Goodman, LLP
521 Fifth Avenue, 28th Floor
New York, NY 10175
Jeananne K. Hauswald Director of Constellation Brands, Inc. USA
Solo Management Group, LLC Managing Partner of Solo Management
1170 5th Avenue, Suite 14B Group, LLC, a corporate financial and
New York, NY 10029 investment management consulting
company
James A. Locke, III Director of Constellation Brands, Inc. USA
Nixon Peabody LLP Partner of the law firm of Nixon
Clinton Square Peabody, LLP
Rochester, NY 14604
Thomas C. McDermott Director of Constellation Brands, Inc. USA
Forbes Products Corp. Proprietor of Forbes Products, LLC, a
45 High Tech Dr. custom vinyl business products company
Rush, NY 14543
Paul L. Smith Director of Constellation Brands, Inc. USA
77 Babcock Drive Retired - Eastman Kodak Company
Rochester, NY 14610-3304
DIRECTORS AND EXECUTIVE OFFICERS OF FRANCISCAN VINEYARDS, INC.
Title, Present Principal Occupation or
Name, Employer and Address Employment Citizenship
-------------------------- ---------- -------------
Richard Sands Director and Vice President of Franciscan USA
Constellation Brands, Inc. Vineyards, Inc.
300 WillowBrook Office Park Director, Chairman of the Board,
Fairport, NY 14450 President and Chief Executive Officer
of Constellation Brands, Inc.
Robert Sands Director and Vice President of Franciscan USA
Constellation Brands, Inc. Vineyards, Inc.
300 WillowBrook Office Park Director and Group President of
Fairport, NY 14450 Constellation Brands, Inc.
Agustin Francisco Huneeus President of Franciscan Vineyards, Inc. USA and Chile
Franciscan Vineyards, Inc.
1187 Galleron Rd.
St. Helena, CA 94574
Thomas S. Summer Vice President and Treasurer of USA
Constellation Brands, Inc. Franciscan Vineyards, Inc.
300 WillowBrook Office Park Executive Vice President and Chief
Fairport, NY 14450 Financial Officer of Constellation
Brands, Inc.