Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q (Mark one) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 1993 ______________________ 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 No. 0-7570, ______ Delaware Canandaigua Wine Company, Inc. and its 16-0716709 subsidiaries New York Batavia Wine Cellars, Inc. 16-1222994 Delaware Bisceglia Brothers Wine Co. 94-2248544 California California Products Company 94-0360780 New York Guild Wineries & Distilleries, Inc. 16-1401046 South Carolina Tenner Brothers, Inc. 57-0474561 New York Widmer's Wine Cellars, Inc. 16-1184188 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 Wisoncsin Stevens Point Beverage Co. 39-0638900 New York Monarch Wine Company, Limited Partnership 36-3547524 Illinois Barton Management, Inc. 36-3539106 New York Vintners International Company, Inc. 16-1443663 _____________ _______________________________________ __________ (State or other (Exact Name of registrant as specified (I.R.S. incorporation or in its charter) Employer organization) Identification Number) 116 Buffalo Street, Canandaigua, New York 14424 ___________________________________________________________ (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (716)394-7900 _____________ Former Name, Former Adress and Former Fiscal Year, if Changed Since Last Report Indicate by check whether the registrant (1) has 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 registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes X No The number of shares outstanding of each of the classes of common stock of Canandaigua Wine Company, Inc. as of January 5, 1994 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 12,548,946 Class B Convertible Common Stock, Par Value $.01 Per Share 3,399,451 Part 1 - Financial Information Item 1. Financial Statements CANANDAIGUA WINE COMPANY, INC. AND SUBSIDIARIES Consolidated Balance Sheets
November 30, 1993 August 31, (Unaudited) 1993 ____________ ___________ Assets ______ Current Assets: Cash and equivalents $ 3,495,415 $ 3,717,782 Accounts receivable 123,405,262 75,908,946 Inventories 249,383,577 147,165,267 Prepaid expenses and other current assets 14,910,606 17,262,919 ____________ ____________ Total Current Assets $391,194,860 $244,054,914 Property, Plant and Equipment, at cost, less accumulated depreciation 159,422,486 78,600,281 Other Assets 33,611,988 32,527,291 ____________ ____________ Total Assets $584,229,334 $355,182,486 ____________ ____________ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 12,091,368 $ 11,828,000 Notes Payable - banks 70,500,000 9,000,000 Accounts payable - trade 45,945,977 41,288,481 Federal and state income taxes 3,060,278 950,509 Federal and state excise taxes 13,433,764 11,194,941 Accrued salaries, bonuses and commissions 4,931,962 4,276,960 Other accrued liabilities 34,636,310 16,499,606 Deferred income taxes 1,763,241 1,763,241 ____________ ____________ Total Current Liabilities $186,362,900 $ 96,801,738 Long-Term Debt, less current portion $179,207,008 $108,303,233 ____________ ____________ Deferred Income Taxes $ 20,629,329 $ 20,629,329 ____________ ____________ Other Long-Term Liabilities $ 3,304,046 $ 3,344,414 ____________ ____________ Stockholders' Equity Class A Common Stock, $.01 par value - Authorized 60,000,000 shares; Issued, 13,789,197 at November 30, 1993 and 10,543,645 at August 31, 1993 $ 137,892 $ 105,439 Class B Convertible Common Stock, $.01 par value Authorized 20,000,000 shares; Issued, 4,059,176 at November 30, 1993 and 4,068,576 at August 31, 1993 40,592 40,685 Additional paid-in capital 110,138,649 47,201,942 Retained earnings 92,178,537 86,525,325 ___________ ___________ 202,495,670 133,873,391 ___________ ___________ Less Treasury Stock Class A Common Stock, 1,274,251 shares at November 30, 1993 and August 31, 1993, at cost (5,563,096) (5,563,096) Class B Convertible Common Stock, 625,725 shares at November 30, 1993 and August 31, 1993, at cost (2,206,523) (2,206,523) ____________ ___________ Total Stockholders' Equity $194,726,051 $126,103,772 ____________ ____________ Total Liabilities and Stockholders' Equity $584,229,334 $355,182,486 ____________ ____________
The accompanying notes to consolidated financial statements are an integral part of these statements. CANANDAIGUA WINE COMPANY, INC. AND SUBSIDIARIES _______________________________________________ Consolidated Statements of Income and Retained Earnings
Three Month Period Ended November 30, 1993 1992 (Unaudited) (Unaudited) ___________ ___________ GROSS SALES $213,954,227 $88,161,077 Less excise taxes ( 59,469,612) (17,052,320) ____________ __________ Net sales $154,484,615 $71,108,757 COST OF PRODUCT SOLD (109,829,181) (49,571,752) ___________ __________ Gross profit on sales $ 44,655,434 $21,537,005 SELLING, GENERAL & ADMINISTRATIVE EXPENSES (31,647,516) (14,321,643) __________ __________ Operating income $ 13,007,918 $ 7,215,362 INTEREST INCOME 38,025 103,948 INTEREST EXPENSE (3,853,823) (1,506,906) _________ _________ Income before provision for $ 9,192,120 $ 5,812,404 income taxes PROVISION FOR FEDERAL AND STATE (3,538,908) (2,208,700) _________ _________ INCOME TAXES NET INCOME $ 5,653,212 $ 3,603,704 RETAINED EARNINGS, BEGINNING 86,525,325 $70,921,273 __________ ___________ RETAINED EARNINGS, ENDING $ 92,178,537 $74,524,977 ____________ ___________ NET INCOME PER COMMON AND EQUIVALENT SHARE: Primary $.40 $.31 ____ ____ Fully Diluted $.37 $.28 ____ ____ WEIGHTED AVERAGE SHARES OUTSTANDING: Primary 14,033,381 11,759,996 __________ __________ Fully Diluted 16,252,297 15,053,081 __________ __________ Dividend per share NONE NONE
The accompanying notes to consolidated financial statements are an integral part of these statements. CANANDAIGUA WINE COMPANY, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows
For Period Ended November 30, 1993 1992 (Unaudited) (Unaudited) ___________ ___________ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 5,653,212 $ 3,603,704 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation of property, plant and equipment 2,293,707 1,534,344 Amortization of intangible assets 843,803 536,386 Gain on sale of equipment 0 (184,968) Accrued interest on converted debentures 682,141 0 Change in assets and liabilities, net of effects from purchase of businesses: Accounts receivable (27,318,546) (10,806,728) Inventories (9,686,568) (16,311,778) Prepaid expenses 2,745,709 2,302,017 Accounts payable (28,607,858) (17,155,173) Accrued Federal and state income taxes 2,109,769 2,181,771 Accrued Federal and state excise taxes 1,181,345 (126,975) Accrued salaries and commissions 655,002 72,165 Other accrued liabilities 1,015,733 132,618 Other (43,705) (212,535) ____________ ____________ Total adjustments $(54,129,468) $ (38,038,856) ____________ _____________ Net cash used by operating activities $(48,476,256) $ (34,435,152) ____________ _____________ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment, net of minor disposals (1,525,590) (2,210,774) Acquisition costs for purchase of business-net of cash acquired 3,200 0 Proceeds from sale of equipment 0 649,000 ___________ ______________ Net cash used by investing activities $ (1,522,390)$ (1,561,774) ___________________________ CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds of short-term borrowings $ 50,181,358 $ 35,000,000 Principal payments of long-term debt (402,120) (14,832) Proceeds of employee stock appreciation & purchase plan 0 50,274 Fractional shares paid for debenture conversions (2,959) 0 ____________ ______________ Net cash provided by financing activities $ 49,776,279 $ 30,035,442 ____________ ______________ NET DECREASE IN CASH AND CASH INVESTMENTS $ (222,367)$ (961,484) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,717,782 2,193,543 ___________________________ CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,495,415 $ 1,232,059 ___________________________ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 2,594,162 $ 1,506,906 ___________________________ Income taxes $ 1,429,140 $ 26,929 ___________________________ SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: Fair value of assets acquired $199,493,954 Liabilities assumed (52,661,669) ___________ Consideration paid $146,832,285 Less - amounts borrowed (142,622,285) Less - issuance of Class A Common Stock options (4,210,000) __________ Net cash paid for acquisition $ 0 _ Issuance of Class A Common Stock for conversion of debentures $ 58,960,000 Write off unamortized deferred financing costs on debentures (1,568,719) Write off unpaid accrued interest on debentures through conversion date 1,370,743 _________ Total addition to Stockholders' Equity from Conversion $58,762,024 ___________
November 30, August 31, November 30, ____________ __________ ____________ 1993 1993 1992 ____ ____ ____ Raw materials $37,076,076 $31,683,657 $40,417,572 and supplies Wines, whiskey 158,739,578 73,400,765 53,012,924 and spirits in process Finished case 53,567,923 42,080,845 15,575,683 __________ __________ __________ goods $249,383,577 $147,165,267 $109,006,179 ___________ ___________ ___________
3) PROPERTY, PLANT AND EQUIPMENT: The major components of property, plant and equipment for the Company are as follows:
November 30, August 31, ____________ __________ 1993 1993 ____ ____ Land $11,676,195 $4,305,648 Buildings and 60,633,394 30,135,151 improvements Machinery and 135,563,360 91,161,305 equipment Motor vehicles 2,517,429 2,553,585 Construction 2,955,793 2,074,570 in progress ____________ ___________ $213,346,171 $130,230,259 Less (53,923,685) (51,629,978)_ accumulated depreciation _____________ ____________ $159,422,486 $78,600,281 ____________ ___________
4) VINTNERS ACQUISITION: On October 15, 1993, the Company acquired substantially all of the tangible and intangible assets of Vintners International Company, Inc. ("Vintners") other than cash and the Hammondsport Winery (the "Vintners Assets"), and assumed certain current liabilities associated with the ongoing business, for an aggregate purchase price of $148.9 million (the "Cash Consideration"), subject to adjustment based upon the determination of the Final Net Current Asset Amount (as defined below), and paid $8,961,000 of direct acquisition and financing costs. In addition, at closing the Company delivered options (the "Options") to Vintners and Household Commercial of California, Inc., one of Vintners' Lenders, to purchase an aggregate of 500,000 shares (the "Option Shares") of the Company's Class A Common Stock, at an exercise price per share of $18.25, which are exercisable at any time until October 15, 1996. These options have been recorded at $8.42 per share, based upon an independent appraisal and $4,210,000 has been reflected as a component of additional paid-in-capital. Vintners was the United States' fifth largest supplier of wine with two of the country's most highly recognized brands, Paul Masson and Taylor California Cellars. The Vintners' assets include the Gonzales Winery in Gonzales, California; the Paul Masson wineries in Madera and Soledad, California; and the Hammondsport Winery in Hammondsport, New York which the Company is leasing for a period of 18 months from the date of the Vintners Acquisition. The Cash Consideration was funded by the Company pursuant to (i) approximately $12.6 million of Revolving Loans under the Credit Facility of which $11.2 million funded the cash consideration and $1.4 million funded the payment of direct aquisition costs; (ii) an accrued liability of approximately $7.7 million for the holdback described below and (iii) the $130.0 million Subordinated Bank Loan. See "Description of Long-Term Debt" under Note 5. At closing the Company held back from the Cash Consideration approximately 10% of the then estimated net current assets of Vintners purchased by the Company, and deposited an additional $2.8 million of the Cash Consideration into an escrow to be held until October 15, 1995. If the amount of the net current assets as determined after the closing (the "Final Net Current Asset Amount") is greater than 90% and less than 100% of the amount of net current assets estimated at closing (the "Estimated Net Current Asset Amount"), then the Company shall pay into the established escrow an amount equal to the Final Net Current Asset Amount less 90% of the Estimated Net Current Asset Amount. If the Final Net Current Asset Amount is greater than the Estimated Net Current Asset Amount, then, in addition to the payment described above, the Company shall pay an amount equal to such excess, plus interest from the closing, to Vintners. If the Final Net Current Asset Amount is less than 90% of the Estimated Net Current Asset Amount, then the Company shall be paid such deficiency out of the escrow account. The acquisition was accounted for using the purchase method; accordingly, Vintners assets were recorded at fair market value at the date of acquisition. The fair market value of the net assets acquired approximated the aggregate purchase price. The accompanying consolidated financial statements reflect the results of operations of Vintners since October 15, 1993. The following table presents unaudited pro forma results of operations as if the Vintners acquisition occurred at the beginning of the quarter ended 11/30/93 and as if the acquisitions of both Vintners and Barton Incorporated ("Barton") occurred at the beginning of the quarter ended 11/30/92, after giving effect to certain adjustments for depreciation, amortization of intangibles, interest expense on the acquisition debt and related income tax effects. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made at the beginning of fiscal 1994 and 1993, respectively, or of results which may occur in the future.
Pro Forma __________________________________________ November 30, 1993 November 30, 1992 _________________ _________________ Net Sales $171,747,000 $185,258,000 Income from 12,589,000 21,227,000 Operations Net Income 4,147,000 9,899,000 Net Income per Common and Equivalent Shares: Primary $0.30 $0.84 Fully Diluted $0.28 $0.70 Weighted Average Shares Outstanding: Primary 14,033,381 11,759,996 Fully Diluted 16,252,297 15,053,081
5) LONG-TERM DEBT: Long-term debt consists of the following at November 30, 1993:
CURRENT LONG-TERM TOTAL _______ _________ _____ Credit Facilities _________________ SENIOR CREDIT FACILITY: Term loan, $6,000,000 $44,000,000 $50,000,000 variable rate, original proceeds $50,000,000 due in installments through fiscal 1999 SUBORDINATED BANK LOAN: Term Loan, - 130,000,000 130,000,000 graduating rate at 9.25% at November 30, 1993, matures in 2003 Capitalized Lease _________________ Agreements __________ Capitalized 313,868 327,535 641,403 equipment leases at interest rates ranging from 8.9% to 18%, due in monthly installments through fiscal 1997 INDUSTRIAL DEVELOPMENT AGENCIES: 7 1/4% 1975 issue, 100,000 - 100,000 original proceeds $2,000,000, due in annual installments of $100,000 through fiscal 1994 7 1/2% 1980 issue, 118,500 592,500 711,000 original proceeds $2,370,000, due in annual installments of $118,500 through fiscal 1999 Other Long-Term _______________ Debt ____ Loans payable - 5% - 966,973 966,973 secured by cash surrender value of officer's life insurance policies Notes payable at 5,239,000 3,000,000 8,239,000 1% below prime rate to prime rate, due in yearly installments through fiscal 1995 Promissory note at 320,000 320,000 640,000 prime rate due in equal yearly installments through September 30, 1995 __________ ___________ __________ $12,091,368 $179,207,008 $191,298,376 ___________ ____________ ____________
DESCRIPTION OF LONG-TERM DEBT SENIOR CREDIT FACILITY On October 15, 1993 the Company amended the Senior Credit Facility (the "Credit Facility") in connection with the acquisition of substantially and of the assets of Vintners. The Credit Facility consists of: (i) a $50.0 million Term Loan; (ii) Revolving Loans in an aggregate principal amount, together with the aggregate amount of all undrawn or drawn letters of credit ("Revolving Letters of Credit"), not to exceed $95.0 million; and (iii) a standby irrevocable letter of credit of $28.2 million. The Banks have been given security interests in substantially all of the assets of the Company and its subsidiaries and each of the Company's principal operating subsidiaries has guaranteed, jointly and severally, the Company's obligations under the Credit Facility. The Revolving Loans and the Term Loan, at the Company's option, can be either a Base Rate Loan or a Eurodollar Loan. A Base Rate Loan bears interest at the rate per annum equal to (i) the higher of (1) Federal Funds Rate for such day plus 1/2 of 1%, or (2) the Chase Bank prime commercial lending rate, plus (ii) 0.375% (subject to adjustment). A Eurodollar Loan bears interest at London Interbank Offered Rate plus 1.625% (subject to adjustment). As of November 30, 1993, the $50.0 million Term Loan was outstanding, which was a Eurodollar Loan that bears interest at 4.95% per annum. As of November 30, 1993, $70.5 million was outstanding under the Revolving Loans and $21.5 million was available to be drawn down by the Company. The Revolving Loans are required to be prepaid in such amounts that the aggregate amount of Revolving Loans outstanding, together with the drawn and undrawn Revolving Letters of Credit, will not exceed the Borrowing Base. The Borrowing Base means the sum of 70% of the amount of certain eligible receivables plus 40% of the value of certain eligible inventory. In addition, the Revolving Loans are required to be prepaid in such amounts that, for a period of 30 consecutive days during the last two fiscal quarters of each fiscal year, the aggregate amount of Revolving Loans outstanding, together with drawn and undrawn Revolving Letters of Credit, will not exceed $35.0 million. The Revolving Loans mature on June 15, 1999. The Company is subject to certain restrictive covenants including those relating to additional liens, additional indebtedness, the sale of assets, the payment of dividends, transactions with affiliates, certain investments and certain other fundamental changes and making capital expenditures that exceed specified levels. The Company is also required to maintain the following financial covenants above specified levels: indebtedness to tangible net worth; tangible net worth; fixed charges ratio; operating cash flow to interest expense; and current ratio. The Company is required to maintain in effect until June 29, 1995 interest rate swap, cap or collar agreements or other similar arrangements (each, an "Interest Rate Protection Agreement") which protect the Company against three-month London Interbank Offered Rates exceeding 7.5% per annum in an amount at least equal to $25.0 million. SUBORDINATED BANK LOAN The Company borrowed $130.0 million under a Subordinated Bank Loan Agreement provided in connection with the Vintners Acquisition (the "Subordinated Bank Loan") pursuant to an agreement among the Company, its principal operating subsidiaries and the banks identified therein. On December 27, 1993 the Company repaid the Subordinated Bank Loan from the proceeds of the Senior Subordinated Notes (See Note 7 "Subsequent Events - Issuance of Senior Subordinated Notes") together with borrowings under the Revolving Loans. As of November 30, 1993 the interest rate on the Subordinated Bank Loan was 9.25% per annum. CONVERTIBLE SUBORDINATED DEBENTURES On October 18, 1993, the Company called its Convertible Debentures for redemption on November 19, 1993 at a redemption price of 102.1% plus accrued interest. During the period September 1, 1993 through November 19, 1993, debentures in an aggregate principal amount of $58,960,000 were converted to 3,235,882 shares of the Company's Class A Common Stock at a price of $18.22 per share. An aggregate principal amount of approximately $63,000 was redeemed. Interest was accrued on the debentures until the date of conversion but was forfeited by the bondholders upon conversion. Accrued interest in an amount of approximately $1,370,000 was recorded as an addition to additional paid-in-capital. At the redemption date, the capitalized debenture issuance costs of approximately $2,246,000 net of accumulated amortization of approximately $677,000 were recorded as a reduction of additional paid-in-capital. 6. COMMITMENTS AND CONTINGENCIES: In connection with the acquisition of Vintners, the Company has assumed Vintners' purchase and crush contracts with certain growers and suppliers. Under the grape purchase contracts, the Company is committed to purchase all grape production yielded from a specified number of acres for a period of time ranging up to five years. The actual tonnage of grapes that must be purchased by the Company will vary each year depending on certain factors, including weather, time of harvest, and the agricultural practices and location of the growers and suppliers under contract. The grapes purchased under these contracts are generally priced at market value as determined by either the prior year's (or an average of the three most recent prior years) Grape Crop Report issued by the California Department of Food and Agriculture or on prices as reported by the Federal State Market News Service. Some contracts include a minimum base price per ton that the Company must pay. The Company purchased $364,600 of grapes under these contracts during the period October 15, 1993 through November 30, 1993. Based on current and anticipated future yields and prices, the Company estimates that purchases in the following amounts will be required under these contracts during the remainder of fiscal 1994 and for the subsequent four fiscal years: Remainder of 1994 $8,099,400 Year 1995 $26,648,000 Year 1996 $18,179,000 Year 1997 $5,665,000 Year 1998 $1,895,000 For contracts extending beyond 1998, it is not feasible to estimate the amounts to be paid. However, none of the contracts with terms extending beyond 1998 are at prices in excess of market value, as defined above, and all of the contracts extending beyond 1998 are for quantities and varieties less than the anticipated future requirements of the business. The Company has assumed Vintners' grape crush contract obligations with another winery under which the Company is obligated to pay $600,000 for crushing and processing of a specified tonnage at a fixed price per ton during fiscal 1995. The Company has also assumed the lease obligations of Vintners, including the lease obligation with the owner of certain warehouse facilities no longer used by the Company. Under the terms of the agreement, the Company's lease obligation is reduced by the amount of rentals received from a new lessee of the facilities. The Company has accrued the estimated lease obligations in excess of the amount of rentals to be received from the new lessee. At November 30, 1993, aggregate minimum rental commitments under various non cancelable operating lease agreements assumed from Vintners for the remainder of fiscal 1994 and thereafter are as follows: Remainder of 1994 $623,937 Year 1995 132,300 Year 1996 89,498 Year 1997 77,518 Year 1998 75,505 Thereafter 75,505 7. SUBSEQUENT EVENTS - ISSUANCE OF SENIOR SUBORDINATED NOTES On December 27, 1993 the Company issued $130,000,000 of unsecured Senior Subordinated Notes (the "Notes") due 2003 at a rate of 8.75% per annum. The net proceeds from the sale of the Notes, together with additional borrowings under the Revolving Loans, were used to repay in full the Subordinated Bank Loan (as described in the Long-Term Debt footnote) incurred to finance the Vintners Acquisition. Interest on the Notes will be payable semiannually on June 15 and December 15 of each year. The Notes are redeemable at the option of the Company, in whole or in part, or or after December 15, 1998. The Notes are unsecured and subordinated to the prior payment in full of all senior indebtedness of the Company, which includes the Credit Facility and, the Notes are guaranteed, on a senior subordinated basis, by substantially all of the Company's operating subsidiaries. The indenture relating to the Notes contains certain covenants, including, but not limited to, (i) limitation on indebtedness; (ii) limitation on restricted payments; (ii) limitation on transactions with affiliates; (iv) limitation on senior subordinated indebtedness; (v) limitation on liens; (vi) limitation on sale of assets; (vii) limitation on issuances of guarantees of and pledges for indebtedness; (viii) restriction on transfer of assets; (ix) limitation on subsidiary capital stock; (x) limitation on the creation of any restriction on the ability of the Company's subsidiaries to make distributions and other payments; and (xi) restrictions on mergers, consolidations and the transfer of all or substantially all of the assets of the Company to another person. The limitation on indebtedness covenant is governed by a rolling four quarter fixed charge coverage ratio. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS OF THE COMPANY The Company has realized significant growth in sales and profitability over the last two fiscal years primarily as a result of acquisitions. The Company acquired substantially all of the assets of Guild Wineries and Distilleries on October 1, 1991, all of the outstanding capital stock of Barton Incorporated ("Barton") on June 29, 1993 ("Barton Acquisition") and substantially all of the assets of Vintners International Company, Inc. ("Vintners") on October 15, 1993 ("Vintners Acquisition"). Management expects the Barton Acquisition and Vintners Acquisition to have a substantial impact on future results of the Company's operations. The Company's results of operations for the quarter ended November 30, 1993 include the results of operations of Barton for the complete period and include the results of the operations of Vintners' assets from October 15, 1993, the date of the Vintners Acquisition. The following table sets forth, for the periods indicated, certain items in the Company's consolidated statements of income expressed as percentage of net sales: QUARTER ENDED NOVEMBER 30, 1993 1992 Net sales . . . . . . . . . . . . . . 100.0% 100.0% Cost of product sold . . . . . . . . 71.1 69.7 _____ _____ Gross profit . . . . . . . . . . . 28.9 30.3 Selling, general and administrative expenses 20.5 20.1 _____ _____ Operating income . . . . . . . . . 8.4 10.2 Interest expense, net . . . . . . . . 2.5 2.0 _____ _____ Income before provision for income taxes 5.9 8.2 Provision for federal and state income taxes 2.2 3.1 _____ _____ Net income . . . . . . . . . . . . 3.7% 5.1% _____ _____ First Quarter Ended November 30, 1993 ("First Quarter 1994") Compared to First Quarter Ended November 30, 1992 ("First Quarter 1993") NET SALES Net sales for the Company's First Quarter 1994 increased to $154.5 million from $71.1 million for First Quarter 1993, an increase of $83.4 million, or approximately 117%. This increase resulted from the inclusion of $66.3 million of Barton's net sales during First Quarter 1994 and $22.2 million of net sales of Vintners' products from October 15, 1993, the date of the Vintners' Acquisition. WINE Net sales and unit volume of the Company's branded wine products declined 6.4% and 9.7%, respectively, as compared to the same period a year ago. Net sales of the Company's branded products declined less than unit volume due to higher prices of certain brands and a favorable change in product mix. This decrease was principally a result of a decline in net sales and unit volume of the Company's dessert wine brands, and lower sales of branded wine products acquired from Vintners due to a reduction in shipments during the first two week transitional period after the Vintners Acquisition. Net sales and unit volume of the Company's varietal table wine brands for First Quarter 1994 increased 16.2% and 19.3%, respectively, reflecting increases in sales of most of the Company's varietal table wine brands as compared to the same period a year ago. Net sales and unit volume of the Company's generic table wine brands for the same period were down 11.3% and 10.9%, respectively, principally due to a reduction in shipments of generic table wine brands acquired from Vintners during the first two-week transition period after the Vintners Acquisition. Net sales and unit volume of sparkling wine brands were up 2.3% and essentially flat, respectively. Net sales and unit volume of the Company's dessert wine brands were down approximately 22.7% and 23.4%, respectively, in First Quarter 1994 versus the same period a year ago. The Company's net sales and unit volume of dessert wine brands have declined over the last three years. These declines can be attributed to a general decline in dessert wine consumption in the United States. During First Quarter 1994, net sales of branded dessert wines constituted less than 10% of the Company's overall net sales. For purposes of computing the comparative data for the Company's branded wine products set forth above, sales of branded wine products acquired from Vintners have been included in First Quarter 1994 from October 15, 1993 (the date of the Vintners Acquisition) through November 30, 1993, and for the same period during First Quarter 1993 prior to the Vintners Acquisition. IMPORTED BEER Net sales and unit volume of the Company's beer brands for First Quarter 1994 increased by approximately 16.5% and 13.3%, respectively, when compared to Barton's net sales and unit volume for the same period a year ago, which was prior to the Barton Acquisition. These increases resulted primarily from increased sales of the Company's Corona Extra brand and other Mexican beer brands, and increased sales of its St. Pauli Girl brand. The Company's agreement to distribute Corona Extra and its other Mexican beer brands expires in December 1994. The Company has commenced negotiations to renew this contract and expects to enter into a new contract in 1994. The failure to renew this agreement would have a material adverse impact on the Company's business. SPIRITS Net sales and unit volume of the Company's spirits case goods for First Quarter 1994 were down 2.6% and up slightly, respectively, as compared to Barton's net sales and unit volume for the same period a year ago. This decrease in net sales was primarily due to lower net sales of the Company's aged whiskey brands, which was offset in large part by increased net sales of the Company's liqueur brands. The Company also had increased net sales of its vodka and tequila brands. GROSS PROFIT Gross profit increased to $44.7 million in First Quarter 1994 from $21.5 million in First Quarter 1993, an increase of $23.2 million, or 107%. This increase in gross profit resulted from the inclusion of Barton's and Vintners' operations into the Company's. Gross profit as a percentage of net sales decreased to 28.9% in First Quarter 1994 from 30.3% in First Quarter 1993. The Company's gross margin decreased primarily as a result of the inclusion of Barton's and Vintners' operations into the Company. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses increased to $31.6 million in First Quarter 1994 from $14.3 million in First Quarter 1993, an increase of $17.3 million, or 121%. This increase resulted from the inclusion of Barton's and Vintners' selling, general and administrative expenses into the Company's and higher advertising and promotional spending on brands of the Company owned prior to the Barton and Vintners Acquisitions. INTEREST EXPENSE, NET Interest expense, net increased to $3.8 million in First Quarter 1994 from $1.4 million First Quarter 1993, an increase of $2.4 million. This increase principally resulted from financing activities related to the Vintners Acquisition and Barton Acquisition. NET INCOME Net income increased to $5.7 million in First Quarter 1994 from $3.6 million in First Quarter 1993, an increase of $2.1 million, or 57%. This increase resulted primarily from the inclusion of the operations of Barton and Vintners into the Company's. FINANCIAL LIQUIDITY AND CAPITAL RESOURCES The Company's principal use of cash in its operating activities is for purchasing and carrying inventory of raw materials and finished goods. The Company's primary source of liquidity has historically been cash flow from operations, except during the annual fall grape harvest when the Company has relied on short-term borrowings. The annual grape crush normally begins in August and runs through November. 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 operations to repay its short- term borrowings. The Company believes that as a result of the Vintners Acquisition, and to a lesser extent, the Barton Acquisition, it will have increased short-term borrowing needs. A description of the Company's credit facility and other indebtedness is provided in Note 5 to the Company's financial statements in Part 1 of this report. WORKING CAPITAL REQUIREMENTS As of November 30, 1993 the Company's Current Assets and Liabilities increased from August 31, 1993 due in large part to the Vintners Acquisition. Net of the effect of the Vintners Acquisition, Current Assets increased principally as a result of normal seasonal trends and an increase in inventory due primarily to the purchase of grapes from the 1993 harvest. Current Liabilities similarly increased due primarily to an increase in short-term borrowings to fund grape purchases and accounts payable from the 1993 harvest. As of November 30, 1993, $70.5 million was outstanding under the revolving loans under the Company's credit facility and $21.5 million was available to be drawn down by the Company. As part of the consideration for Barton, the Company agreed to make payments to the former stockholders of Barton ("Barton Stockholders") of up to an aggregate of $57.3 million which are payable to the Barton Stockholders over a three-year period upon the satisfaction of certain performance goals. The first payment of $4.0 million was paid to the Barton Stockholders on December 31, 1993. The remaining payments are as follows: up to $28.3 million is to be made on December 30, 1994; up to $10.0 million is to be made on November 30, 1995; and up to $15.0 million is to be made on November 29, 1996. Such payment obligations are secured in part by a $28.2 million letter of credit issued under the Company's credit facility and are subject to acceleration in certain events. As part of the acquisition of Vintners, the Company held back from the Cash Consideration approximately 10% of the then estimated net current assets of Vintners purchased by the Company. Final determination of the net current asset amount is expected to occur prior to the end of the Company's 1994 fiscal year. If the finally determined net current asset amount exceeds the closing estimate, $8.4 million plus such excess will be paid by the Company. If the finally determined net current asset amount is less than the closing estimate, $8.4 million minus the deficiency will be paid by the Company. See Note 5 to the Company's financial statements in Part 1 of this report. The Company expects that the amount to be paid will not exceed $7.7 million. Such amount will be depositied into an escrow account established to reimburse the Company for any indemnification claims arising out of the Vintners Acquisition. Other major payments expected during fiscal 1994 include a $5.1 million cash payment to Hiram Walker & Sons, Inc. for the extension of licenses to use the Ten High, Crystal Palace and certain other spirits brands. Capital expenditures for property, plant and equipment during fiscal 1994 are not expected to vary materially from amounts expended in fiscal 1993. The Company believes that cash flow from operations will provide sufficient funds to meet all of its anticipated short and long-term debt service obligations and the major cash requirements described above. The Company is not aware of any potential impairment to its liquidity and believes that the revolving loans available under its credit facility and cash flow from operations will provide adequate resources to satisfy its working capital, liquidity and anticipated capital expenditure requirements for at least the next four fiscal quarters. FINANCING ACTIVITIES During the quarter ended November 30, 1993, the Company completed the acquisition of Vintners. The cash portion of the purchase price was funded by revolving loans associated with the 1993 harvest and a $130 million subordinated bank loan (the "Subordinated Bank Loan"). On December 27, 1993, the public offering and sale of the Company's 8.75% Senior Subordinated Notes (the "Notes") was completed, the proceeds of which, together with additional borrowings under the Company's credit facility, were used to repay in full the Subordinated Bank Loan. A description of the Notes is set forth in Note 7 to the Company's financial statements in Part 1 of this report. Such description is qualified in its entirety by reference to the complete text of the Indenture covering the Notes, a copy of which is filed with this report. In addition, the Company called its 7% Convertible Subordinated Debentures Due 2011 for redemption on November 19, 1993. Prior to such redemption substantially all of the convertible debentures were converted into shares of the Company's Class A Common Stock. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) See Index to Exhibits located on Page of this _____ Report. (b) The following Current Reports on Form 8-K and Form 8- K/A were filed with the Securities and Exchange Commission during the quarter ended November 30, 1993: 1. Form 8-K dated September 15, 1993. This Form 8-K reported information under Item 5 (Other Events). 2. Form 8-K dated October 15, 1993. This Form 8-K reported information under Item 2 (Acquisition or Disposition of Assets), Item 5 (Other Events) and Item 7 (Financial Statements, Pro Forma Financial Information and Exhibits). The following financial statements were filed with this Form 8- K: The balance sheets of Vintners International Company, Inc. as of July 31, 1993 and 1992, the related statements of operations, stockholders' equity (net capital deficiency), and cash flows for each of the three years in the period ended July 31, 1993, and the report of Ernst & Young, independent auditors, thereon, together with the notes thereto. 3. Form 8-K/A dated October 15, 1993 (Amendment No. 1). This Form 8-K/A amended the Form 8-K dated October 15, 1993 and reported information under Item 7 (Financial Statements, Pro Forma Financial Information and Exhibits). The following financial statements were filed with this Form 8- K/A: The balance sheets of Vintners International Company, Inc. as of July 31, 1993 and 1992, the related statements of operations, stockholders' equity (net capital deficiency), and cash flows for each of the three years in the period ended July 31, 1993, and the report of Ernst & Young, independent auditors, thereon, together with the notes thereto. Unaudited Pro Forma Condensed Consolidated Balance Sheet as of May 31, 1993 and the notes thereto and unaudited Pro Forma Condensed Consolidated Statements of Income for the year ended August 31, 1992 and the nine months ended May 31, 1993 and the notes thereto. In addition to the above-referenced Current Reports on Form 8-K and Form 8-K/A, during December 1993 the Company filed Form 8-K/A dated October 15, 1993 (Amendment No. 2). This Form 8-K/A amended the Form 8-K dated October 15, 1993 and reported information under Item 7 (Financial Statements, Pro Forma Financial Information and Exhibits). This Form 8- K/A did not amend any financial statements previously filed; the sole purpose for filing this Form 8-K/A was to include a Consent of Ernst & Young, Independent Auditors. INDEX TO EXHIBITS (2) Plan of acquisition, reorganization, arrangement, liquidation or succession. (a) Asset Sale Agreement between Vintners International Company, Inc. and Canandaigua Wine Company, Inc. dated September 14, 1993 (including a list briefly identifying the contents of all omitted exhibits and schedules thereto), is incorporated herein by reference to Exhibit 2(a) to the Company's Current Report on Form 8-K, dated October 15, 1993. (b) Amendment dated as of October 14, 1993 to Asset Sale Agreement dated as of September 14, 1993 by and between Vintners International Company, Inc. and Canandaigua Wine Company, Inc., is incorporated herein by reference to Exhibit 2(b) to the Company's Current Report on Form 8-K, dated October 15, 1993. (c) Amendment No. 1 dated as of October 15, 1993 to Amendment and Restatement dated as of June 29, 1993 among Canandaigua Wine Company, Inc., its Subsidiaries and certain banks for which The Chase Manhattan Bank (National Association) acts as agent (including a list briefly identifying the contents of all omitted exhibits and schedules thereto), is incorporated herein by reference to Exhibit 2(c) to the Company's Current Report on Form 8-K, dated October 15, 1993. (d) Senior Subordinated Loan Agreement dated as of October 15, 1993 among Canandaigua Wine Company, Inc., its Subsidiaries and certain banks for which The Chase Manhattan Bank (National Association) acts as agent (including a list briefly identifying the contents of all omitted exhibits and schedules thereto), is incorporated herein by reference to Exhibit 2(d) to the Companys' Current Report on Form 8-K, dated October 15, 1993. (4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES. (a) Indenture dated as of December 27, 1993 among Canandaigua Wine Company, Inc., its Subsidiaries and Chemical Bank is included herein as Exhibit 4.1 at page ___ of this Report. (10) Material Contracts (a) The Canandaigua Wine Company, Inc. Stock Option and Stock Appreciation Right Plan (filed as Appendix B of the Canandaigua Wine Company, Inc. Definitive Proxy Statement dated December 23, 1987 and incorporated herein by reference). (b) Amendment No. 1 to the Canandaigua Wine Company, Inc. Stock Option and Stock Appreciation Right Plan (filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1992 and incorporated herein by reference). (c) Amendment No. 2 to the Canandaigua Wine Company, Inc. Stock Option and Stock Appreciation Right Plan (filed as Exhibit 28 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 1992 and incorporated herein by reference). (d) Amendment No. 3 to the Canandaigua Wine Company, Inc. Stock Option and Stock Appreciation Right Plan (filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1993 and incorporated herein by reference). (e) Amendment No. 4 to the Canandaigua Wine Company, Inc. Stock Option and Stock Appreciation Right Plan is set forth in Exhibit 10.1 on page of this Report. ___ (f) Employment Agreement between Barton Incorporated and Ellis M. Goodman dated as of October 1, 1991 as amended by Amendment to Employment Agreement between Barton Incorporated and Ellis M. Goodman dated as of June 29, 1993 (filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1993 and incorporated herein by reference). (g) Barton Incorporated Management Incentive Plan (filed as Exhibit 10.6 to the Company's Annual Report on Form 10- K for the fiscal year ended August 31, 1993 and incorporated herein by reference). (h) Ellis M. Goodman Split Dollar Insurance Agreement (filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1993 and incorporated herein by reference). (i) Barton Brands, Ltd. Deferred Compensation Plan (filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1993 and incorporated herein by reference). (j) Marvin Sands Split Dollar Insurance Agreement (filed as Exhibit 10.9 to the Company's Annual Report on Form 10- K for the fiscal year ended August 31, 1993 and incorporated herein by reference). (k) Amendment and Restatement dated as of June 29, 1993 of Credit Agreement among Canandaigua Wine Company Inc., its Subsidiaries and certain banks for which The Chase Manhattan Bank (National Association) acts as agent (filed as Exhibit 2(b) to the Company's Current Report on Form 8-K dated June 29, 1993 and incorporated herein by reference). (l) Amendment No. 1 dated as of October 15, 1993 to Amendment and Restatement dated as of June 29, 1993 of Credit Agreement among Canandaigua Wine Company, Inc., its Subsidiaries and certain banks for which The Chase Manhattan Bank (National Association) acts as agent (filed as Exhibit 2(c) to the Company's Current Report on Form 8-K dated October 15, 1993 and incorporated herein by reference). (m) Senior Subordinated Loan Agreement dated as of October 15, 1993 among Canandaigua Wine Company, Inc., its Subsidiaries and certain banks for which The Chase Manhattan Bank (National Association) acts as Agent (filed as Exhibit 2(d) to the Company's Current Report on Form 8-K dated October 15, 1993 and incorporated herein by reference). (11) Statement re computation of per share earnings. Computation of per share earnings is set forth in Exhibit 11 on page of this Report. ___ (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. Not applicable. (99) Additional Exhibits. Not applicable. 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: January 13, 1994 By: s/Richard Sands ________________________________ Richard Sands, President and Chief Executive Officer Dated: January 13, 1994 By: s/Lynn K. Fetterman ___________________________________ Lynn K. Fetterman, Senior Vice President, Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer) SUBSIDIARIES Batavia Wine Cellars, Inc. Dated: January 13, 1994 By: s/Richard Sands ____________________________________ Richard Sands, Vice President Dated: January 13, 1994 By: s/Lynn K. Fetterman _____________________________________ Lynn K. Fetterman, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) Bisceglia Brothers Wine Co. Dated: January 13, 1994 By: s/Richard Sands _____________________________________ Richard Sands, Vice President Dated: January 13, 1994 By: s/Lynn K. Fetterman _____________________________________ Lynn K. Fetterman, Secretary (Principal Financial Officer and Principal Accounting Officer) California Products Company Dated: January 13, 1994 By: s/Richard Sands _____________________________________ Richard Sands, Vice President Dated: January 13, 1994 By: s/Lynn K. Fetterman _____________________________________ Lynn K. Fetterman, Secretary (Principal Financial Officer and Principal Accounting Officer) Guild Wineries & Distilleries, Inc. Dated: January 13, 1994 By: s/Chris Kalabokes _____________________________________ Chris Kalabokes, Chief Executive Officer Dated: January 13, 1994 By: s/Lynn K. Fetterman _____________________________________ Lynn K. Fetterman, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) Tenner Brothers, Inc. Dated: January 13, 1994 By: s/Richard Sands _____________________________________ Richard Sands, Vice President Dated: January 13, 1994 By: s/Lynn K. Fetterman _____________________________________ Lynn K. Fetterman, Secretary (Principal Financial Officer and Principal Accounting Officer) Widmer's Wine Cellars, Inc. Dated: January 13, 1994 By: s/Richard Sands _____________________________________ Richard Sands, Vice President Dated: January 13, 1994 By: s/Lynn K. Fetterman _____________________________________ Lynn K. Fetterman, Secretary (Principal Financial Officer and Principal Accounting Officer) Barton Incorporated Dated: January 13, 1994 By: s/Richard Sands _____________________________________ Richard Sands, Vice President Dated: January 13, 1994 By: s/Raymond E. Powers _____________________________________ Raymond E. Powers, Vice President (Principal Financial Officer and Principal Accounting Officer) Barton Brands, Ltd. Dated: January 13, 1994 By: s/Richard Sands _____________________________________ Richard Sands, Vice President Dated: January 13, 1994 By: s/Raymond E. Powers _____________________________________ Raymond E. Powers, Senior Vice President- Finance (Principal Financial Officer and Principal Accounting Officer) Barton Beers, Ltd. Dated: January 13, 1994 By: s/Richard Sands _____________________________________ Richard Sands, Vice President Dated: January 13, 1994 By: s/Norman R. Goldstein _____________________________________ Norman R. Goldstein, Treasurer (Principal Financial Officer and Principal Accounting Officer) Barton Brands of California, Inc. Dated: January 13, 1994 By: s/Richard Sands _____________________________________ Richard Sands, Vice President Dated: January 13, 1994 By: s/Norman R. Goldstein _____________________________________ Norman R. Goldstein, Treasurer (Principal Financial Officer and Principal Accounting Officer) Barton Brands of Georgia, Inc. Dated: January 13, 1994 By: s/Richard Sands _____________________________________ Richard Sands, Vice President Dated: January 13, 1994 By: s/Norman R. Goldstein _____________________________________ Norman R. Goldstein, Treasurer (Principal Financial Officer and Principal Accounting Officer) Barton Distillers Import Corp. Dated: January 13, 1994 By: s/Richard Sands _____________________________________ Richard Sands, Vice President Dated: January 13, 1994 By: s/Norman R. Goldstein _____________________________________ Norman R. Goldstein, Treasurer (Principal Financial Officer and Principal Accounting Officer) Barton Financial Corporation Dated: January 13, 1994 By: s/Norman R. Goldstein _____________________________________ Norman R. Goldstein, President and Treasurer (Principal Financial Officer and Principal Accounting Officer) Stevens Point Beverage Co. Dated: January 13, 1994 By: s/Richard Sands _____________________________________ Richard Sands, Vice President Dated: January 13, 1994 By: s/Norman R. Goldstein _____________________________________ Norman R. Goldstein, Treasurer (Principal Financial Officer and Principal Accounting Officer) Monarch Wine Company, Limited Partnership Dated: January 13, 1994 By: s/Richard Sands _____________________________________ Richard Sands, Vice President Barton Management, Inc., General Partner Dated: January 13, 1994 By: s/Norman R. Goldstein _____________________________________ Norman R. Goldstein, Vice Presidnt and Treasurer, Barton Management, Inc., General Partner (Principal Financial Officer and Principal Accounting Officer) Barton Management, Inc. Dated: January 13, 1994 By: s/Richard Sands _____________________________________ Richard Sands, Vice President Dated: January 13, 1994 By: s/Norman R. Goldstein _____________________________________ Norman R. Goldstein, Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) Vintners International Company, Inc. Dated: January 13, 1994 By: s/Richard Sands _____________________________________ Richard Sands, President Dated: January 13 , 1994 By: s/Lynn K. Fetterman _____________________________________ Lynn K. Fetterman, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) INDEX TO EXHIBITS (2) Plan of acquisition, reorganization, arrangement, liquidation or succession. (a) Asset Sale Agreement between Vintners International Company, Inc. and Canandaigua Wine Company, Inc. dated September 14, 1993 (including a list briefly identifying the contents of all omitted exhibits and schedules thereto), is incorporated herein by reference to Exhibit 2(a) to the Company's Current Report on Form 8-K, dated October 15, 1993. (b) Amendment dated as of October 14, 1993 to Asset Sale Agreement dated as of September 14, 1993 by and between Vintners International Company, Inc. and Canandaigua Wine Company, Inc., is incorporated herein by reference to Exhibit 2(b) to the Company's Current Report on Form 8- K, dated October 15, 1993. (c) Amendment No. 1 dated as of October 15, 1993 to Amendment and Restatement dated as of June 29, 1993 among Canandaigua Wine Company, Inc., its Subsidiaries and certain banks for which The Chase Manhattan Bank (National Association) acts as agent (including a list briefly identifying the contents of all omitted exhibits and schedules thereto), is incorporated herein by reference to Exhibit 2(c) to the Company's Current Report on Form 8- K, dated October 15, 1993. (d) Senior Subordinated Loan Agreement dated as of October 15, 1993 among Canandaigua Wine Company, Inc., its Subsidiaries and certain banks for which The Chase Manhattan Bank (National Association) acts as agent (including a list briefly identifying the contents of all omitted exhibits and schedules thereto), is incorporated herein by reference to Exhibit 2(d) to the Companys' Current Report on Form 8- K, dated October 15, 1993. (4) Instruments defining the rights of security holders, including indentures. (a) Indenture dated as of December 27, 1993 among Canandaigua Wine Company, Inc., its Subsidiaries and Chemical Bank is included herein as Exhibit 4.1 at page ___ of this Report. (10) Material Contracts (a) The Canandaigua Wine Company, Inc. Stock Option and Stock Appreciation Right Plan (filed as Appendix B of the Canandaigua Wine Company, Inc. Definitive Proxy Statement dated December 23, 1987 and incorporated herein by reference). (b) Amendment No. 1 to the Canandaigua Wine Company, Inc. Stock Option and Stock Appreciation Right Plan (filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1992 and incorporated herein by reference). (c) Amendment No. 2 to the Canandaigua Wine Company, Inc. Stock Option and Stock Appreciation Right Plan (filed as Exhibit 28 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 1992 and incorporated herein by reference). (d) Amendment No. 3 to the Canandaigua Wine Company, Inc. Stock Option and Stock Appreciation Right Plan (filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1993 and incorporated herein by reference). (e) Amendment No. 4 to the Canandaigua Wine Company, Inc. Stock Option and Stock Appreciation Right Plan is set forth in Exhibit 10.1 on page of this Report. (f) Employment Agreement between Barton Incorporated and Ellis M. Goodman dated as of October 1, 1991 as amended by Amendment to Employment Agreement between Barton Incorporated and Ellis M. Goodman dated as of June 29, 1993 (filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1993 and incorporated herein by reference). (g) Barton Incorporated Management Incentive Plan (filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1993 and incorporated herein by reference). (h) Ellis M. Goodman Split Dollar Insurance Agreement (filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1993 and incorporated herein by reference). (i) Barton Brands, Ltd. Deferred Compensation Plan (filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1993 and incorporated herein by reference). (j) Marvin Sands Split Dollar Insurance Agreement (filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1993 and incorporated herein by reference). (k) Amendment and Restatement dated as of June 29, 1993 of Credit Agreement among Canandaigua Wine Company Inc., its Subsidiaries and certain banks for which The Chase Manhattan Bank (National Association) acts as agent (filed as Exhibit 2(b) to the Company's Current Report on Form 8-K dated June 29, 1993 and incorporated herein by reference). (l) Amendment No. 1 dated as of October 15, 1993 to Amendment and Restatement dated as of June 29, 1993 of Credit Agreement among Canandaigua Wine Company, Inc., its Subsidiaries and certain banks for which The Chase Manhattan Bank (National Association) acts as agent (filed as Exhibit 2(c) to the Company's Current Report on Form 8-K dated October 15, 1993 and incorporated herein by reference). (m) Senior Subordinated Loan Agreement dated as of October 15, 1993 among Canandaigua Wine Company, Inc., its Subsidiaries and certain banks for which The Chase Manhattan Bank (National Association) acts as Agent (filed as Exhibit 2(d) to the Company's Current Report on Form 8-K dated October 15, 1993 and incorporated herein by reference). (11) Statement re computation of per share earnings. Computation of per share earnings is set forth in Exhibit 11 on page ___ of this Report. (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. Not applicable. (99) Additional Exhibits. Not applicable.