FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended May 31, 1997
------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ____________________
COMMISSION FILE NUMBER 0-7570
DELAWARE CANANDAIGUA WINE COMPANY, INC. 16-0716709
AND ITS SUBSIDIARIES:
NEW YORK BATAVIA WINE CELLARS, INC. 16-1222994
NEW YORK CANANDAIGUA WEST, INC. 16-1462887
DELAWARE BARTON INCORPORATED 36-3500366
DELAWARE BARTON BRANDS, LTD. 36-3185921
MARYLAND BARTON BEERS, LTD. 36-2855879
CONNECTICUT BARTON BRANDS OF CALIFORNIA, INC. 06-1048198
GEORGIA BARTON BRANDS OF GEORGIA, INC. 58-1215938
NEW YORK BARTON DISTILLERS IMPORT CORP. 13-1794441
DELAWARE BARTON FINANCIAL CORPORATION 51-0311795
WISCONSIN STEVENS POINT BEVERAGE CO. 39-0638900
ILLINOIS MONARCH IMPORT COMPANY (f/k/a BARTON MANAGEMENT, INC.) 36-3539106
GEORGIA THE VIKING DISTILLERY, INC. 58-2183528
(State or (Exact name of registrant as specified (I.R.S.
other in its charter) Identification
jurisdiction No.)
of incorporation
or organization)
116 BUFFALO STREET, CANANDAIGUA, NEW YORK 14424
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(716) 394-7900
---------------------------------------------------
(Registrant's telephone number including area code)
NONE
---------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrants (1) have 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
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
Yes X No
--- ---
The number of shares outstanding with respect to each of the classes of common
stock of Canandaigua Wine Company, Inc., as of July 8, 1997, is set forth below
(all of the Registrants, other than Canandaigua Wine Company, Inc., are direct
or indirect wholly-owned subsidiaries of Canandaigua Wine Company, Inc.):
CLASS NUMBER OF SHARES OUTSTANDING
----- ----------------------------
Class A Common Stock, Par Value $.01 Per Share 15,218,070
Class B Common Stock, Par Value $.01 Per Share 3,330,458
Page 1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CANANDAIGUA WINE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
May 31, 1997 February 28, 1997
------------ -----------------
(unaudited)
ASSETS
------
CURRENT ASSETS:
Cash and cash investments $ 1,621 $ 10,010
Accounts receivable, net 160,797 142,592
Inventories, net 290,286 326,626
Prepaid expenses and other current assets 19,056 21,787
----------- -----------
Total current assets 471,760 501,015
PROPERTY, PLANT AND EQUIPMENT, NET 241,633 249,552
OTHER ASSETS 268,265 270,334
----------- -----------
Total assets $ 981,658 $ 1,020,901
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Notes payable $ 21,500 $ 57,000
Current maturities of long-term debt 40,351 40,467
Accounts payable 54,131 63,492
Accrued Federal and state excise taxes 21,029 17,058
Other accrued expenses and liabilities 79,023 68,556
----------- -----------
Total current liabilities 216,034 246,573
----------- -----------
LONG-TERM DEBT, less current maturities 328,969 338,884
----------- -----------
DEFERRED INCOME TAXES 61,395 61,395
----------- -----------
OTHER LIABILITIES 8,942 9,316
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Class A Common Stock, $.01 par value-
Authorized, 60,000,000 shares;
Issued, 17,479,842 shares at May 31, 1997,
and 17,462,332 shares at February 28, 1997 175 174
Class B Convertible Common Stock, $.01 par value-
Authorized, 20,000,000 shares;
Issued, 3,956,183 shares at May 31, 1997, and
February 28, 1997 40 40
Additional paid-in capital 223,076 222,336
Retained earnings 180,321 170,275
----------- -----------
403,612 392,825
----------- -----------
Less-Treasury stock-
Class A Common Stock, 2,267,119 shares at
May 31, 1997, and 1,915,468 shares at
February 28, 1997, at cost (35,087) (25,885)
Class B Convertible Common Stock, 625,725 shares
at May 31, 1997, and February 28, 1997, at cost (2,207) (2,207)
----------- -----------
(37,294) (28,092)
----------- -----------
Total stockholders' equity 366,318 364,733
----------- -----------
Total liabilities and stockholders' equity $ 981,658 $ 1,020,901
=========== ===========
The accompanying notes to consolidated financial statements are an integral part of these balance sheets.
Page 2
CANANDAIGUA WINE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share data)
For the Three Months Ended May 31,
----------------------------------
1997 1996
---------- ----------
(unaudited) (unaudited)
GROSS SALES $ 411,038 $ 376,829
Less - Excise taxes (105,027) (100,336)
---------- ----------
Net sales 306,011 276,493
COST OF PRODUCT SOLD (225,279) (203,586)
---------- ----------
Gross profit 80,732 72,907
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES (55,225) (49,943)
---------- ----------
Operating income 25,507 22,964
INTEREST EXPENSE, net (8,479) (8,795)
---------- ----------
Income before provision for Federal
and state income taxes 17,028 14,169
PROVISION FOR FEDERAL AND
STATE INCOME TAXES (6,982) (5,668)
---------- ----------
NET INCOME $ 10,046 $ 8,501
========== ==========
SHARE DATA:
Net income per common and common
equivalent share:
Primary $ 0.52 $ 0.43
========== ==========
Fully diluted $ 0.52 $ 0.43
========== ==========
Weighted average common and common
equivalent shares outstanding:
Primary 19,236,026 19,895,580
Fully diluted 19,321,928 19,895,580
The accompanying notes to consolidated financial statements
are an integral part of these statements.
Page 3
CANANDAIGUA WINE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the Three Months Ended May 31,
----------------------------------
1997 1996
---------- ----------
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 10,046 $ 8,501
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation of property, plant and equipment 6,411 6,177
Amortization of intangible assets 2,423 2,407
Amortization of discount on long-term debt 85 -
(Gain) loss on sale of property, plant and equipment (1,031) 182
Change in operating assets and liabilities:
Accounts receivable, net (13,769) (7,855)
Inventories, net 36,340 29,435
Prepaid expenses and other current assets 2,791 4,533
Accounts payable (10,101) (9,206)
Accrued Federal and state excise taxes 3,971 (865)
Other accrued expenses and liabilities 10,494 6,212
Other (491) (138)
---------- ----------
Total adjustments 37,123 30,882
---------- ----------
Net cash provided by operating activities 47,169 39,383
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment,
net of minor disposals (6,626) (13,957)
Proceeds from sale of property, plant and equipment 5,818 5,057
---------- ----------
Net cash used in investing activities (808) (8,900)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes payable (35,500) (21,400)
Principal payments of long-term debt (10,116) (10,162)
Purchases of treasury stock (9,233) (294)
Payment of issuance costs of long-term debt (378) -
Proceeds from employee stock purchases 204 657
Exercise of employee stock options 273 -
---------- ----------
Net cash used in financing activities (54,750) (31,199)
---------- ----------
NET DECREASE IN CASH AND CASH INVESTMENTS (8,389) (716)
CASH AND CASH INVESTMENTS, beginning of period 10,010 3,339
---------- ----------
CASH AND CASH INVESTMENTS, end of period $ 1,621 $ 2,623
========== ==========
The accompanying notes to consolidated financial statements are an integral part of these statements.
Page 4
CANANDAIGUA WINE COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1997
1) MANAGEMENT'S REPRESENTATIONS:
The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission applicable to quarterly reporting on Form
10-Q and reflect, in the opinion of the Company, all adjustments necessary to
present the financial information for Canandaigua Wine Company, Inc. and its
subsidiaries. All such adjustments are of a normal recurring nature. Certain
information and footnote disclosures normally included in financial statements,
prepared in accordance with generally accepted accounting principles, have been
condensed or omitted as permitted by such rules and regulations. These
consolidated financial statements and related notes should be read in
conjunction with the consolidated financial statements and related notes
included in the Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1997.
2) INVENTORIES:
Inventories are valued at the lower of cost (computed in accordance with
the last-in, first-out (LIFO) or first-in, first-out (FIFO) methods) or market.
Substantially all of the inventories are valued using the LIFO method. Elements
of cost include materials, labor and overhead and consist of the following:
May 31, February 28,
1997 1997
----------- -----------
(in thousands)
Raw materials and supplies $ 11,493 $ 14,191
Wines and distilled spirits in process 213,926 262,289
Finished case goods 89,623 72,526
----------- -----------
315,042 349,006
Less - LIFO reserve (24,756) (22,380)
----------- -----------
$ 290,286 $ 326,626
=========== ===========
Information related to the FIFO method of inventory valuation may be useful
in comparing operating results to those companies not using the LIFO method of
inventory valuation. If the FIFO method had been used, reported net income would
have been $1.4 million, or $0.07 per share on a fully diluted basis, higher for
the three months ended May 31, 1997, and reported net income would have been
$3.5 million, or $0.18 per share on a fully diluted basis, higher for the three
months ended May 31, 1996.
3) NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE:
Net income per common and common equivalent share is based on the weighted
average number of common and dilutive common equivalent shares outstanding
during each period. Dilutive common equivalent shares consist of stock options.
Page 5
In February 1997, Statement of Financial Accounting Standards No. 128,
"Earnings per Share," (SFAS No. 128) was issued. The Company is required to
adopt SFAS No. 128 for the year ending February 28, 1998, and restate previously
reported earnings per share. Early adoption is not permitted. The Company
believes the effect of adoption will not be material.
4) SUMMARIZED FINANCIAL INFORMATION - SUBSIDIARY GUARANTORS:
The subsidiary guarantors are wholly owned and the guarantees are full,
unconditional, joint and several obligations of each of the subsidiary
guarantors. Summarized financial information for the subsidiary guarantors is
set forth below. Separate financial statements for the subsidiary guarantors of
the Company are not presented because the Company has determined that such
financial statements would not be material to investors. The subsidiary
guarantors comprise all of the direct and indirect subsidiaries of the Company,
other than the non-guarantor subsidiaries which individually, and in the
aggregate, are inconsequential. There are no restrictions on the ability of the
subsidiary guarantors to transfer funds to the Company in the form of cash
dividends, loans or advances.
The following table presents summarized financial information for
subsidiary guarantors in connection with all of the Company's 8.75% Senior
Subordinated Notes:
May 31, February 28,
1997 1997
------------ ------------
(in thousands)
Balance Sheet Data:
Current assets $ 371,912 $ 401,870
Noncurrent assets $ 394,014 $ 403,068
Current liabilities $ 73,466 $ 100,009
Noncurrent liabilities $ 65,172 $ 65,300
For the Three Months Ended
May 31,
--------------------------
1997 1996
----------- -----------
(in thousands)
Income Statement Data:
Net sales $ 261,274 $ 230,685
Gross profit $ 53,332 $ 45,555
Income before provision for Federal
and state income taxes $ 21,215 $ 15,810
Net income $ 12,665 $ 9,563
Page 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
INTRODUCTION
- ------------
The following discussion and analysis summarizes the significant factors
affecting the consolidated results of operations, financial condition and cash
flows and liquidity of the Company for the three months ended May 31, 1997
("First Quarter 1998"), compared to the three months ended May 31, 1996 ("First
Quarter 1997"), and the year ended February 28, 1997. This discussion and
analysis should be read in conjunction with the Company's consolidated financial
statements and notes thereto included herein and in the Company's Annual Report
on Form 10-K for the fiscal year ended February 28, 1997.
The Company operates primarily in the beverage alcohol industry. The
Company is principally a producer and supplier of wines and an importer and
producer of beers and distilled spirits. The Company's products are marketed by
three operating divisions: wine, beer and spirits.
RESULTS OF OPERATIONS
- ---------------------
FIRST QUARTER 1998 COMPARED TO FIRST QUARTER 1997
NET SALES
The following table sets forth the net sales (in thousands of dollars) and
unit volumes (in thousands of cases), if applicable, for branded beverage
alcohol products and other products and services sold by the Company for First
Quarter 1998 and First Quarter 1997.
First Quarter 1998 Compared to First Quarter 1997
------------------------------------------------------------
Net Sales Unit Volume
---------------------------- --------------------------
Branded Beverage %Inc/ %Inc/
Alcohol Products: 1998 1997 (Dec) 1998 1997 (Dec)
--------- --------- ----- ------ ------ -----
Wine $ 125,439 $ 123,658 1.4% 6,720 6,670 0.7%
Beer 97,614 72,856 34.0% 7,748 5,845 32.6%
Spirits 50,362 45,522 10.6% 2,549 2,403 6.1%
Other (a) 32,596 34,457 (5.4%) N/A N/A N/A
--------- --------- ----- ------ ------ -----
$ 306,011 $ 276,493 10.7% 17,017 14,918 14.1%
========= ========= ===== ====== ====== =====
(a) Other consists primarily of non-branded concentrate sales, contract
bottling and other production services and bulk product sales, none of
which are sold in case quantities.
Net sales for First Quarter 1998 increased to $306.0 million from $276.5
million for First Quarter 1997, an increase of $29.5 million, or 10.7%. This
increase resulted primarily from (i) $24.8 million of additional imported beer
sales, largely Mexican beers, (ii) $4.8 million of additional spirits sales and
(iii) $4.3 million of additional non-varietal and varietal table wine sales.
These increases were partially offset by lower sales of grape juice concentrate,
dessert wines and sparkling wines. Unit volume for branded beverage alcohol
products for First Quarter 1998 increased 14.1% as compared to First Quarter
1997. The unit volume increase was largely the result of increased sales of the
Company's imported beer brands and spirits brands. The increase in non-varietal
and varietal table wine brands unit volume was partially offset by a decrease in
unit volume of dessert wine brands and sparkling wine brands.
Page 7
GROSS PROFIT
The Company's gross profit increased to $80.7 million for First Quarter
1998 from $72.9 million for First Quarter 1997, an increase of $7.8 million, or
10.7%. As a percent of net sales, gross profit was 26.4% for First Quarter 1998
and First Quarter 1997. The dollar increase in gross profit resulted primarily
from increased sales of beer and higher gross profit from spirits brands,
partially offset by lower gross profit from branded wine sales due to higher
costs, particularly grape costs, not fully offset by higher selling prices. The
Company has experienced significantly higher grape costs from the 1995 and 1996
harvests and may experience higher costs from the 1997 harvest, although grape
prices from the upcoming harvest are inherently difficult to predict this early
in the season. The Company believes that due to the timing of implementation of
selling price increases, changes in geographical mix and other competitive
factors, higher grape costs have not been fully offset by higher selling prices.
There is no assurance that the Company will be able to fully offset these higher
costs in the future.
In general, the preferred method of accounting for inventory valuation is
the last-in, first-out method ("LIFO") because, in most circumstances, it
results in a better matching of costs and revenues. For comparison purposes to
companies using the first-in, first-out method of accounting for inventory
valuation ("FIFO") only, gross profit reflected a reduction of $2.4 million and
$5.9 million in First Quarter 1998 and First Quarter 1997, respectively, due to
the Company's LIFO accounting method.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased to $55.2 million for
First Quarter 1998 from $49.9 million for First Quarter 1997, an increase of
$5.3 million, or 10.6%. Selling, general and administrative expenses as a
percent of net sales decreased to 18.0% for First Quarter 1998 as compared to
18.1% for First Quarter 1997. The dollar increase in selling, general and
administrative expenses resulted principally from advertising, promotion,
selling and other expenses related to the Company's increased sales volume and
overall growth.
INTEREST EXPENSE, NET
Net interest expense decreased to $8.5 million for First Quarter 1998 from
$8.8 million for First Quarter 1997, a decrease of $0.3 million, or 3.6%. The
decrease was primarily due to a decrease in the Company's average borrowings
which was partially offset by an increase in the average interest rate.
NET INCOME
As a result of the above factors, net income increased to $10.0 million for
First Quarter 1998 from $8.5 million for First Quarter 1997, an increase of $1.5
million, or 18.2%.
For financial analysis purposes only, the Company's earnings before
interest, taxes, depreciation and amortization ("EBITDA") for First Quarter 1998
was $34.3 million, an increase of $2.8 million over EBITDA of $31.5 million for
First Quarter 1997. EBITDA should not be construed as an alternative to
operating income or net cash flow from operating activities and should not be
construed as an indication of operating performance or as a measure of
liquidity.
Page 8
FINANCIAL LIQUIDITY AND CAPITAL RESOURCES
- -----------------------------------------
GENERAL
The Company's principal use of cash in its operating activities is for
purchasing and carrying inventories. The Company's primary source of liquidity
has historically been cash flow from operations, except during the annual fall
grape harvests when the Company has relied on short-term borrowings. The annual
grape crush normally begins in August and runs through October. The Company
generally begins purchasing grapes in August with payments for such grapes
beginning to come due in September. The Company's short-term borrowings to
support such purchases generally reach their highest levels in November or
December. Historically, the Company has used cash flow from operating activities
to repay its short-term borrowings. The Company will continue to use its
short-term borrowings to support its working capital requirements. The Company
believes that cash provided by operating activities and its financing
activities, primarily short-term borrowings, will provide adequate resources to
satisfy its working capital, liquidity and anticipated capital expenditure
requirements for both its short-term and long-term capital needs.
FIRST QUARTER 1998 CASH FLOWS
OPERATING ACTIVITIES
Net cash provided by operating activities for First Quarter 1998 was $47.2
million which resulted primarily from a net decrease of $25.4 million in
operating assets plus net income adjusted for noncash items. The net decrease of
$25.4 million in operating assets was primarily due to a net $36.3 million
seasonal decrease in inventory levels, partially offset by a $13.8 million
increase in accounts receivable principally the result of increased beer sales.
INVESTING ACTIVITIES AND FINANCING ACTIVITIES
Net cash used in investing activities for First Quarter 1998 was $0.8
million which resulted from $6.6 million of capital expenditures, including $1.9
million for vineyards, partially offset by proceeds from the sale of property,
plant and equipment of $5.8 million.
Net cash used in financing activities for First Quarter 1998 was $54.8
million which resulted principally from net repayment of $35.5 million of
revolving loan borrowings under the Company's bank credit agreement, principal
payments of $10.1 million of long-term debt and repurchase of $9.2 million of
the Company's Class A Common Stock.
During January 1996, the Company's Board of Directors authorized the
repurchase of up to $30.0 million of its Class A Common Stock and Class B Common
Stock (the "Repurchase Program"). During May 1997, the Company completed the
Repurchase Program with the repurchase of 362,100 shares of its Class A Common
Stock at a cost of $9.2 million. With respect to the Repurchase Program, the
Company repurchased a total of 1,149,550 shares of Class A Common Stock at an
aggregate cost of $30.0 million, or at an average cost of $26.10 per share.
DEBT
Total debt outstanding as of May 31, 1997, amounted to $390.8 million, a
decrease of $45.5 million from February 28, 1997, resulting primarily from the
repayment of revolving loan borrowings and
Page 9
principal payments of long-term debt. The ratio of total debt to total
capitalization decreased to 51.6% as of May 31, 1997, from 54.5% as of February
28, 1997.
As of May 31, 1997, under its bank credit agreement, the Company had
outstanding term loans of $175.9 million bearing interest at 6.8%, $21.5 million
of revolving loans bearing interest at 6.5%, undrawn revolving letters of credit
of $5.7 million and $157.8 million available to be drawn in revolving loans.
As of May 31, 1997, the Company had outstanding $195.0 million aggregate
principal amount of 8 3/4% Senior Subordinated Notes due 2003. The notes are
unsecured and subordinated to the prior payment in full of all senior
indebtedness of the Company, which includes the bank credit agreement. The notes
are guaranteed, on a senior subordinated basis, by substantially all of the
Company's operating subsidiaries. Subsequent to May 31, 1997, California
Products Company, Bisceglia Brothers Wine Co., Guild Wineries & Distilleries,
Inc., Vintners International Company, Inc. and Widmer's Wine Cellars, Inc., each
a subsidiary guarantor, were merged into another subsidiary guarantor.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) See Index to Exhibits beginning on Page 13 of this Report.
(b) There were no Reports on Form 8-K filed by the Company with the
Securities and Exchange Commission during the quarter ended May 31,
1997.
Page 10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CANANDAIGUA WINE COMPANY, INC.
Dated: July 15, 1997 By: /s/ THOMAS F. HOWE
-----------------------------------
Thomas F. Howe, Vice President,
Corporate Reporting and Controller
Dated: July 15, 1997 By: /s/ THOMAS S. SUMMER
-----------------------------------
Thomas S. Summer, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
SUBSIDIARIES
BATAVIA WINE CELLARS, INC.
Dated: July 15, 1997 By: /s/ THOMAS F. HOWE
-----------------------------------
Thomas F. Howe, Controller
Dated: July 15, 1997 By: /s/ THOMAS S. SUMMER
-----------------------------------
Thomas S. Summer, Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
CANANDAIGUA WEST, INC.
Dated: July 15, 1997 By: /s/ THOMAS F. HOWE
-----------------------------------
Thomas F. Howe, Controller
Dated: July 15, 1997 By: /s/ THOMAS S. SUMMER
-----------------------------------
Thomas S. Summer, Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
BARTON INCORPORATED
Dated: July 15, 1997 By: /s/ ALEXANDER L. BERK
-----------------------------------
Alexander L. Berk, President and
Chief Operating Officer
Dated: July 15, 1997 By: /s/ RAYMOND E. POWERS
-----------------------------------
Raymond E. Powers, Executive Vice
President, Treasurer and Assistant Secretary
(Principal Financial Officer and Principal
Accounting Officer)
Page 11
BARTON BRANDS, LTD.
Dated: July 15, 1997 By: /s/ ALEXANDER L. BERK
-----------------------------------
Alexander L. Berk, Executive Vice President
Dated: July 15, 1997 By: /s/ RAYMOND E. POWERS
-----------------------------------
Raymond E. Powers, Executive Vice
President, Treasurer and Assistant Secretary
(Principal Financial Officer and Principal
Accounting Officer)
BARTON BEERS, LTD.
Dated: July 15, 1997 By: /s/ ALEXANDER L. BERK
-----------------------------------
Alexander L. Berk, Executive Vice President
Dated: July 15, 1997 By: /s/ RAYMOND E. POWERS
-----------------------------------
Raymond E. Powers, Executive Vice President,
Treasurer and Assistant Secretary
(Principal Financial Officer and Principal
Accounting Officer)
BARTON BRANDS OF CALIFORNIA, INC.
Dated: July 15, 1997 By: /s/ ALEXANDER L. BERK
-----------------------------------
Alexander L. Berk, Executive Vice President
Dated: July 15, 1997 By: /s/ RAYMOND E. POWERS
-----------------------------------
Raymond E. Powers, Executive Vice President,
Treasurer and Assistant Secretary
(Principal Financial Officer and Principal
Accounting Officer)
BARTON BRANDS OF GEORGIA, INC.
Dated: July 15, 1997 By: /s/ ALEXANDER L. BERK
-----------------------------------
Alexander L. Berk, Executive Vice President
Dated: July 15, 1997 By: /s/ RAYMOND E. POWERS
-----------------------------------
Raymond E. Powers, Executive Vice
President, Treasurer and Assistant Secretary
(Principal Financial Officer and Principal
Accounting Officer)
Page 12
BARTON DISTILLERS IMPORT CORP.
Dated: July 15, 1997 By: /s/ ALEXANDER L. BERK
-----------------------------------
Alexander L. Berk, Executive Vice President
Dated: July 15, 1997 By: /s/ RAYMOND E. POWERS
-----------------------------------
Raymond E. Powers, Executive Vice President,
Treasurer and Assistant Secretary
(Principal Financial Officer and Principal
Accounting Officer)
BARTON FINANCIAL CORPORATION
Dated: July 15, 1997 By: /s/ RAYMOND E. POWERS
-----------------------------------
Raymond E. Powers, President and Secretary
Dated: July 15, 1997 By: /s/ CHARLES T. SCHLAU
-----------------------------------
Charles T. Schlau, Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
STEVENS POINT BEVERAGE CO.
Dated: July 15, 1997 By: /s/ ALEXANDER L. BERK
-----------------------------------
Alexander L. Berk, Executive Vice President
Dated: July 15, 1997 By: /s/ RAYMOND E. POWERS
-----------------------------------
Raymond E. Powers, Executive Vice President,
Treasurer and Assistant Secretary
(Principal Financial Officer and Principal
Accounting Officer)
MONARCH IMPORT COMPANY (f/k/a BARTON
MANAGEMENT, INC.)
Dated: July 15, 1997 By: /s/ ALEXANDER L. BERK
-----------------------------------
Alexander L. Berk, Executive Vice President
Dated: July 15, 1997 By: /s/ RAYMOND E. POWERS
-----------------------------------
Raymond E. Powers, Executive Vice President,
Treasurer and Assistant Secretary (Principal
Financial Officer and Principal Accounting
Officer)
THE VIKING DISTILLERY, INC.
Dated: July 15, 1997 By: /s/ ALEXANDER L. BERK
-----------------------------------
Alexander L. Berk, Executive Vice President
Dated: July 15, 1997 By: /s/ RAYMOND E. POWERS
-----------------------------------
Raymond E. Powers, Executive Vice President,
Treasurer and Assistant Secretary
(Principal Financial Officer and Principal
Accounting Officer)
Page 13
INDEX TO EXHIBITS
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION.
Not applicable.
(3) ARTICLES OF INCORPORATION AND BY-LAWS.
3.1 Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1
to the Company's Transition Report on Form 10-K for the Transition Period
from September 1, 1995 to February 29, 1996 and incorporated herein by
reference).
3.2 Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
November 30, 1995 and incorporated herein by reference).
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES.
4.1 Specimen of Certificate of Class A Common Stock of the Company (filed as
Exhibit 1.1 to the Company's Registration Statement on Form 8-A dated April
28, 1992 and incorporated herein by reference).
4.2 Specimen of Certificate of Class B Common Stock of the Company (filed as
Exhibit 1.2 to the Company's Registration Statement on Form 8-A dated April
28, 1992 and incorporated herein by reference).
4.3 Indenture dated as of December 27, 1993 among the Company, its Subsidiaries
and The Chase Manhattan Bank (as successor to Chemical Bank) (filed as
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended November 30, 1993 and incorporated herein by reference).
4.4 First Supplemental Indenture dated as of August 3, 1994 among the Company,
Canandaigua West, Inc. and The Chase Manhattan Bank (as successor to
Chemical Bank) (filed as Exhibit 4.5 to the Company's Registration
Statement on Form S-8 (Registration No. 33-56557) and incorporated herein
by reference).
4.5 Second Supplemental Indenture dated August 25, 1995, among the Company, V
Acquisition Corp. (a subsidiary of the Company now known as The Viking
Distillery, Inc.) and The Chase Manhattan Bank (as successor to Chemical
Bank) (filed as Exhibit 4.5 to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1995 and incorporated herein by
reference).
4.6 Indenture with respect to the 8 3/4% Series C Senior Subordinated Notes Due
2003 dated as of October 29, 1996 among the Company, its Subsidiaries and
Harris Trust and Savings Bank (filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-4 (Registration No. 333-17673) and
incorporated herein by reference).
(10) MATERIAL CONTRACTS.
10.1 Long-Term Stock Incentive Plan, which amends and restates the Canandaigua
Wine Company, Inc. Stock Option and Stock Appreciation Right Plan (filed
herewith).
Page 14
(11) STATEMENT RE COMPUTATION OF PER SHARE EARNINGS.
Computation of per share earnings (filed herewith).
(15) LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION.
Not applicable.
(18) LETTER RE CHANGE IN ACCOUNTING PRINCIPLES.
Not applicable.
(19) REPORT FURNISHED TO SECURITY HOLDERS.
Not applicable.
(22) PUBLISHED REPORT REGARDING MATTERS SUBMITTED TO A VOTE OF SECURITY HOLDERS.
Not applicable.
(23) CONSENTS OF EXPERTS AND COUNSEL.
Not applicable.
(24) POWER OF ATTORNEY.
Not applicable.
(27) FINANCIAL DATA SCHEDULE.
Financial Data Schedule (filed herewith).
(99) ADDITIONAL EXHIBITS.
Not applicable.