SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 1998 ---------------- COMMISSION FILE NUMBER 0-7570 DELAWARE CANANDAIGUA BRANDS, INC. 16-0716709 AND ITS SUBSIDIARIES: NEW YORK BATAVIA WINE CELLARS, INC. 16-1222994 NEW YORK CANANDAIGUA WINE COMPANY, INC. 16-1462887 NEW YORK CANANDAIGUA EUROPE LIMITED 16-1195581 NEW YORK ROBERTS TRADING CORP. 16-0865491 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 36-3539106 GEORGIA THE VIKING DISTILLERY, INC. 58-2183528 (State or other (Exact name of registrant as specified (I.R.S. Employer jurisdiction of in its charter) Identification incorporation or No.) organization) 300 WillowBrook Office Park, Fairport, New York 14450 ----------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (716) 393-4130 -------------- ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS Canandaigua Brands, Inc. released on November 3, 1998 the following announcement: CANANDAIGUA BRANDS ANNOUNCES OFFER FOR MATTHEW CLARK PLC Fairport, New York, November 3, 1998 -- Canandaigua Brands, Inc., (NASDAQ:CBRNA and CBRNB), today announced that it has launched a cash offer for the outstanding ordinary shares of Matthew Clark plc (LSE:MTC), a major UK drinks group which produces, distributes and wholesales a variety of alcoholic and bottled water beverages in the United Kingdom. The Board of Directors of Matthew Clark has recommended that Matthew Clark shareholders accept the offer. The offer values each of the 88.5 million ordinary shares of Matthew Clark at 243 pence, or approximately $4.07. The total purchase price of the shares is expected to be approximately (pound)215 million, or $360 million. (All conversions from British pounds sterling to U.S. dollars are based on a recent exchange rate of $1.6755 per (pound).) Richard Sands, Chief Executive Officer of Canandaigua Brands, said: "The addition of Matthew Clark will bring significant benefits to Canandaigua in the pursuit of our growth strategy, a major facet of which is to acquire businesses that expand our geographic presence outside the US. The acquisition of Matthew Clark will give us a sizeable presence in the UK, one of the most important markets in the world for beverage alcohol products." Mr. Sands added: "As one of the UK's leading producers and wholesalers of beverage alcohol products, Matthew Clark fits well with Canandaigua's growth strategy of investing in new brands and, importantly, establishes a platform from which further strategic acquisitions can be made. We are delighted with the quality of brands, broad customer base and, particularly, the skilled management team that Matthew Clark will bring to Canandaigua Brands." Matthew Clark plc operates two divisions: Matthew Clark Brands, which produces and markets cider products, wine and bottled water; and Matthew Clark Wholesale, which is the UK's leading independent drinks wholesaler and which provides a full range of wines, spirits, ciders, beers and soft drinks to over 17,000 on-premises outlets. Matthew Clark's leading brands include Blackthorn and Diamond White ciders; Stowells of Chelsea wines; and Strathmore sparkling water. In its most recent fiscal year ended April 30, 1998, Matthew Clark plc reported (pound)553 million ($927 million) in total sales and (pound)36 million ($60 million) in profit before taxes. Net assets at April 30, 1998, were (pound)95 million, or $160 million. Canandaigua Brands expects to fund the proposed acquisition with bank financing. The transaction is expected to be largely completed by the end of December. Canandaigua is being advised by Schroders in relation to this transaction. Canandaigua Brands, Inc., headquartered in Fairport, New York, is the largest single-source supplier of imported beers, wines and spirits in the United States. The Company is the second largest marketer of imported beer, the second largest wine producer and marketer and the fourth largest spirits provider in the US. The Company's portfolio includes the following key brands: BEER: Corona Extra and Corona Light, Modelo Especial, Pacifico, Negra Modelo, St. Pauli Girl, Tsingtao and Point WINE: Almaden, Inglenook, Paul Masson, Richards Wild Irish Rose, Arbor Mist, Cook's, Taylor, and Manischewitz DISTILLED SPIRITS: Barton, Fleischmann's, Paul Masson Grande Amber, Mr. Boston, Montezuma, Canadian LTD, Chi-Chi's, Ten High and Inver House 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 BRANDS, INC. Dated: November 3, 1998 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Senior Vice President and Chief Financial Officer SUBSIDIARIES BATAVIA WINE CELLARS, INC. Dated: November 3, 1998 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Treasurer CANANDAIGUA WINE COMPANY, INC. Dated: November 3, 1998 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Treasurer CANANDAIGUA EUROPE LIMITED Dated: November 3, 1998 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Treasurer ROBERTS TRADING CORP. Dated: November 3, 1998 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Treasurer BARTON INCORPORATED Dated: November 3, 1998 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON BRANDS, LTD. Dated: November 3, 1998 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON BEERS, LTD. Dated: November 3, 1998 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON BRANDS OF CALIFORNIA, INC. Dated: November 3, 1998 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON BRANDS OF GEORGIA, INC. Dated: November 3, 1998 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON DISTILLERS IMPORT CORP. Dated: November 3, 1998 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON FINANCIAL CORPORATION Dated: November 3, 1998 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President STEVENS POINT BEVERAGE CO. Dated: November 3, 1998 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President MONARCH IMPORT COMPANY Dated: November 3, 1998 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President THE VIKING DISTILLERY, INC. Dated: November 3, 1998 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President INDEX TO EXHIBITS (1) UNDERWRITING AGREEMENT Not Applicable. (2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION Not Applicable. (4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES Not Applicable. (16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT Not Applicable. (17) LETTER RE DIRECTOR RESIGNATION Not Applicable. (20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS Not Applicable. (23) CONSENTS OF EXPERTS AND COUNSEL Not Applicable. (24) POWER OF ATTORNEY Not Applicable. (27) FINANCIAL DATA SCHEDULE Not Applicable. (99) ADDITIONAL EXHIBITS None