SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 3 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 15, 1993 Commission File No. 0-7570, Delaware Canandaigua Wine Company, Inc. and 16-0716709 its subsidiaries New York Batavia Wine Cellars, Inc. 16-1222994 Delaware Bisceglia Brothers Wine Co. 94-2248544 California California Products Company 94-0360780 New York Canandaigua West, Inc. 16-1462887 New York Guild Wineries & Distilleries, 16-1401046 South Carolina Inc. 57-0474561 New York Tenner Brothers, Inc. 16-1184188 Delaware Widmer's Wine Cellars, Inc. 36-3500366 Delaware Barton Incorporated 36-3185921 Maryland Barton Brands, Ltd. 36-2855879 Connecticut Barton Beers, Ltd. 06-1048198 Georgia Barton Brands of California, Inc. 58-1215938 New York Barton Brands of Georgia, Inc. 13-1794441 Delaware Barton Distillers Import Corp. 51-0311795 Wisconsin Barton Financial Corporation 39-0638900 New York Stevens Point Beverage Co. 36-3547524 Monarch Wine Company, Limited Illinois Partnership 36-3539106 New York Barton Management, Inc. 16-1443663 Vintners International Company, Inc. (State or other (Exact name of registrant as (I.R.S. Employer jurisdiction of specified in its charter) Idendification incorporation or No.) organization) 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 or Former Address, if Changed Since Last Report) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. The consolidated balance sheets of Vintners International Company, Inc. and Subsidiaries as of September 30, 1993 (unaudited) and July 31, 1993, the related consolidated statements of operations and cash flows for the two- month periods ended September 30, 1993 and 1992, together with the notes thereto, are located at pages 3 through 9 of this Report. (c) Exhibits. See Index to Exhibits. VINTNERS INTERNATIONAL COMPANY, INC. BALANCE SHEET (In Thousands, Except Share Data) (substantially all pledged) ASSETS September 30, July 31, 1993 1993 (unaudited) (note 1) Current assets: Cash $923 $5,161 Accounts receivable, net of credits due for distributor support of $1,600 and $1,500 at September 30 and July 31, 1993, respectively, and valuation reserves of $1,500 and $1,529, respectively 15,567 14,988 Due from related parties, net 1,324 738 Inventories: Case goods 17,229 13,573 Bulk wine 67,174 38,677 Champagne tierage 2,061 2,104 Packaging materials 2,979 2,527 Other 868 1,495 90,311 58,376 Other current assets, including $1,324 and $2,491 at September 30 and July 31, 1993, respectively, with related parties 7,836 7,672 Total current assets 115,961 86,935 Property, plant and equipment: Land and improvements 9,019 9,019 Buildings 47,150 47,150 Machinery and equipment 67,883 67,882 Other 3,632 3,552 127,684 127,603 Accumulated depreciation and 43,200 42,038 amortization 84,484 85,565 Total assets $200,445 $172,500 See accompanying notes. VINTNERS INTERNATIONAL COMPANY, INC. BALANCE SHEET (In Thousands, Except Share Data) (substantially all pledged) LIABILITIES AND STOCKHOLDERS' EQUITY September 30, July 31, (net capital deficiency) 1993 1993 (unaudited) (note 1) Current liabilities: Current maturities of debt $215,212 $217,102 Accounts payable 38,845 8,807 Federal and state wine excise taxes 918 1,261 payable Accrued interest 10,409 8,303 Other current liabilities 10,093 6,800 Total current liabilities 275,477 242,273 Stockholders' equity (net capital deficiency): Common stock, par value $0.1 per share: Authorized shares - - 2,700,000 Issued and outstanding shares -- 915,053 9 9 Class C non-voting common stock, par value $.01 per share: Authorized shares --800,000 Issued and outstanding shares -- 151,287 2 2 Additional paid-in capital 44,248 44,248 Accumulated deficit (119,291) (114,032) Total stockholders' equity (net capital deficiency) (75,032) (69,773) Total liabilities and stockholders' equity (net capital deficiency) $200,445 $172,500 See accompanying notes. VINTNERS INTERNATIONAL COMPANY, INC. STATEMENTS OF OPERATIONS (In thousands, except share and per share data) Two-Month Periods Ended September 30, 1993 1992 (unaudited) Sales (including $2,486 and $1,597 to related parties for the two-month periods ended September 30, 1993 and 1992, respectively) $23,353 $27,876 Less: Federal and state wine excise taxes (3,223) (3,428) Returns and allowances (326) (845) Net sales 19,804 23,603 Cost of sales (1) 16,258 19,902 Gross profit 3,546 3,701 Advertising and marketing 2,221 2,020 Selling, general and administrative (1) 2,171 2,469 Severance costs 51 4 Operating loss (897) (792) Interest expense: Interest -- payable in cash 2,485 2,422 Interest -- payable in debt 229 229 Interest -- payable in common stock 1,000 1,000 Total interest expense 3,714 3,651 Legal and financial advisory fees incurred in connection with the sale of assets and amendment to debt agreement 662 -- Other (income) expense (14) 9 Net loss ($ 5,259) ($ 4,452) Net loss per common share ($ 4.93) ($ 4.38) Number of shares used in computing per share amount 1,066,340 1,015,961 (1) Included in cost of sales and selling, general, and administrative expenses is depreciation and amortization of $1,386 and $1,419 for the two-month periods ended September 30, 1993 and 1992, respectively. See accompanying notes. VINTNERS INTERNATIONAL COMPANY, INC. STATEMENTS OF CASH FLOWS (In Thousands) Two-Month Periods Ended September 30, 1993 1992 (unaudited) Operating activities Net loss ($ 5,259) ($ 4,452) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 1,386 1,419 Noncash interest expense 1,229 1,229 Provision for returns and losses on accounts receivable 222 361 Changes in operating assets and liabilities: Accounts receivable (801) 768 Due from related parties (586) 649 Inventory (31,935) (40,381) Other assets (388) 2,545 Accounts payable 30,082 24,067 Other current liabilities 3,827 (483) Total adjustments 3,036 (9,826) Net cash used in operating activities (2,223) (14,278) Investing activities Capital expenditures (81) (241) Net cash used in investing activities (81) (241) Financing activities Net (repayments) proceeds on revolving credit agreement (1,890) 11,885 Principal payments under capital lease obligations (44) (45) Net cash (used in) provided by financing activities (1,934) 11,840 Net decrease in cash (4,238) (2,679) Cash at beginning of period 5,161 3,025 Cash at end of period $ 923 $ 346 Supplementary disclosures of cash flow information Cash paid during the period for interest expense $ 1,567 $ 3,032 See accompanying notes. 1. INTERIM FINANCIAL INFORMATION The financial information at September 30, 1993 and for the two-month periods ended September 30, 1993 and 1992 is unaudited but includes all adjustments (consisting only of normal recurring adjustments) which Vintners International Company, Inc. ("Vintners") considers necessary for a fair presentation of the financial position at such dates and the operating results and cash flows for these periods. 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 the rules and regulations of the Securities and Exchange Commission applicable to interim reporting. Results for interim periods are not necessarily indicative of results for the entire year. These financials should be read in conjunction with Vintners' financial statements and related notes, as of July 31, 1993 and 1992 and for each of the three years in the period ended July 31, 1993, included in Canandaigua Wine Company, Inc.'s Form 8-K dated October 15, 1993. The balance sheet at July 31, 1993 has been derived from audited financial statements at that date. 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared assuming that Vintners will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, Vintners has incurred significant net losses in each of the last three years and for the two months ended September 30, 1993, and has a working capital deficiency of $159,516,000 and a net capital deficiency of $75,032,000 at September 30, 1993. In addition, as discussed in Note 4, Vintners' amended debt agreements provide financing through October 15, 1993, at which time all debt becomes due and payable. In September 1993, Vintners entered into an agreement to sell substantially all of Vintners' business and assets to Canandaigua Wine Company, Inc. (see Note 3). 3. AGREEMENT TO SELL SUBSTANTIALLY ALL OF THE BUSINESS AND ASSETS Asset Sale Agreement On September 14, 1993, Vintners entered into an Asset Sale Agreement with Canandaigua Wine Company, Inc. (Canandaigua) under which the Company agreed to sell substantially all of its business and assets to Canandaigua, effective October 15, 1993, subject to certain conditions prior to closing. At the same time Vintners and its secured lenders entered into amendments to existing loan agreements curing certain of the existing defaults by Vintners thereunder and extending financing to Vintners through October 15, 1993, as well as agreements under which the lenders agreed, upon receipt of certain cash proceeds and satisfaction of certain other conditions, to release their liens on the assets of Vintners to be sold to Canandaigua, provided that the sale is consummated by October 31, 1993. Under the terms of the Asset Sale Agreement, Canandaigua will acquire all of Vintners' patents and trademarks, substantially all of Vintners' current assets, and Vintners' property, plant, and equipment at Vintners' three facilities located in California. The Asset Sale Agreement also provides for Canandaigua to lease Vintners' New York facility for a period of eighteen months after the sale transaction closes. Canandaigua will assume certain of Vintners' obligations for accounts payable and other current liabilities, excluding Vintners' pension plan, and will assume Vintners' commitments under existing leases, grape purchase and crush contracts, and brandy production agreements. Canandaigua will not assume any of Vintners' obligations under the Revolving Credit Agreement or the Secured Loan Agreement. The consideration for the sale of the assets is comprised of a cash portion plus options to purchase 500,000 shares of Class A common stock of Canandaigua at a price of $18.25 per share. The amount of the cash portion is calculated based on a formula which includes a base purchase price of $68,900,000 plus the book value of inventory, receivables, and other current assets less $3,750,000, assumed accounts payable and other current liabilities as of the date of closing. The total consideration to be paid by Canandaigua will not be sufficient to repay the principal amount of Vintners' outstanding debt. Vintners and its lenders under the Revolving Credit and Secured Loan Agreements have entered into an agreement as to the allocation of the proceeds from the sale which provides for all cash in excess of certain retained liabilities (other than outstanding debt) of Vintners to be paid to the lenders and between 50% and 100% of the options to be provided to Vintners or its designees, depending upon the amount of cash proceeds available for distribution to the lenders. Upon closing, Vintners expects to change its name to New VICI, Inc. Vintners' operating activities subsequent to the closing will consist of leasing the New York facility and the planned sale of remaining assets and discharge of remaining liabilities. The net book values of assets and liabilities to be sold and assets and liabilities to be retained are as follows: September 30, 1993 (unaudited) (In Thousands) Asset and Assets and Liabilities Liabilities to be to be sold Retained Cash $ - $ 923 Accounts receivable 15,555 12 Net due from related parties 1,324 - Inventories 90,311 - Other current assets 7,348 488 Property, plant and equipment, net 62,969 21,515 Current debt and accrued mortgage interest - 225,621 Accounts payable 34,581 4,264 Federal and state wine excise taxes and other current liabilities 7,824 3,187 4. DEBT During 1993, Vintners and its lenders amended Vintners' debt agreements due to Vintners' inability to satisfy certain financial covenants and the failure to make scheduled interest payments. The debt agreements, as last amended, provide continued financing through October 15, 1993. All debt becomes due and payable on October 15, 1993, and accordingly, all debt has been classified as a current liability in the accompanying balance sheet as of September 30, 1993. 5. INCOME TAXES Effective August 1, 1993, Vintners adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("FAS 109"). Under FAS 109, the liability method is used to account for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Prior to the adoption of FAS 109, Vintners accounted for income taxes using the deferred method. Under the deferred method, deferred tax expense was based on items of income and expense that were reported in different years in the financial statements and tax returns and were measured at the tax rate in effect in the year the difference originated. As permitted by FAS 109, Vintners has elected not to restate the financial statements of any prior years. The effect of the change on income taxes for the two-month period ended September 30, 1993, and the cumulative effect of the change were zero. 6. RELATED PARTY TRANSACTIONS Vintners sold bulk wine to Joseph E. Seagram & Sons, Inc. (Seagram), a stockholder, aggregating $713,000 and $39,000 in the two-month periods ended September 30, 1993 and 1992, respectively. Vintners provides crushing, processing, and bottling services for Seagram. Fees for these services aggregated approximately $1,321,000 and $1,037,000 for the two-month periods ended September 30, 1993 and 1992, respectively. Vintners had an arrangement through July 31, 1993 under which Seagram processed and bottled brandy. Vintners paid a fee for all processing and bottling and reimbursed Seagram for all brandy related excise taxes. Vintners paid brandy processing and bottling fees to Seagram totaling approximately $460,000 in the two-month period ended September 30, 1992. No fee was paid in the two-month period ended September 30, 1993. In addition to the above transactions, Vintners sold $451,000 and $521,000 for the two-month periods ended September 30, 1993 and 1992, respectively, of wine products to Seagram and affiliates of Seagram for resale in other countries. Vintners purchases grapes under contractual agreements with two partnerships in which certain directors and officers of Vintners are principals. Vintners has entered into financing arrangements with the partnerships that provide for the prepayment of grape purchases in return for a security interest in the grapes and other assets. The partnerships are charged interest on the average outstanding balance at the same rate at which Vintners pays interest under its Revolving Credit Agreement. Vintners had prepaid approximately $1,324,000 and $2,430,000 as of September 30, 1993 and 1992, respectively, toward the purchase of grapes from the partnerships. 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: October 5, 1994 By: s/Robert Sands Robert Sands, Executive Vice President SUBSIDIARIES Batavia Wine Cellars, Inc. Dated: October 5, 1994 By: s/Robert Sands Robert Sands, Assistant Secretary Bisceglia Brothers Wine Co. Dated: October 5, 1994 By: s/Robert Sands Robert Sands, Vice President Canandaigua West, Inc. Dated: October 5, 1994 By: s/Robert Sands Robert Sands, Vice President California Products Company Dated: October 5, 1994 By: s/Robert Sands Robert Sands, Assistant Secretary Guild Wineries & Distilleries, Inc. Dated: October 5, 1994 By: s/Robert Sands Robert Sands, Assistant Secretary Tenner Brothers, Inc. Dated: October 5, 1994 By: s/Robert Sands Robert Sands, Assistant Secretary Widmer's Wine Cellars, Inc. Dated: October 5, 1994 By: s/Robert Sands Robert Sands, Assistant Secretary Barton Incorporated Dated: October 5, 1994 By: s/Robert Sands Robert Sands, Vice President Barton Brands, Ltd. Dated: October 5, 1994 By: s/Robert Sands Robert Sands, Vice President Barton Beers, Ltd. Dated: October 5, 1994 By: s/Robert Sands Robert Sands, Vice President Barton Brands of California, Inc. Dated: October 5, 1994 By: s/Robert Sands Robert Sands, Vice President Barton Brands of Georgia, Inc. Dated: October 5, 1994 By: s/Robert Sands Robert Sands, Vice President Barton Distillers Import Corp. Dated: October 5, 1994 By: s/Robert Sands Robert Sands, Vice President Barton Financial Corporation Dated: October 5, 1994 By: s/Norman Goldstein Norman Goldstein, President Stevens Point Beverage Co. Dated: October 5, 1994 By: s/Robert Sands Robert Sands, Vice President Monarch Wine Company, Limited Partnership Dated: October 5, 1994 By: s/Robert Sands Robert Sands, Vice President Barton Management, Inc., General Partner Barton Management, Inc. Dated: October 5, 1994 By: s/Robert Sands Robert Sands, Vice President Vintners International Company, Inc. Dated: October 5, 1994 By: s/Robert Sands Robert Sands, President INDEX TO EXHIBITS (1) Underwriting agreement Not Applicable. (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 Registrant's Current Report on Form 8-K, dated October 15, 1993, Amendment No. 1 thereto on Form 8-K/A dated November 12, 1993 and Amendment No. 2 on Form 8-K/A dated December 15, 1993, of which this Amendment No. 3 on Form 8-K/A forms a part. The Registrant will furnish supplementally to the Commission upon request a copy of any omitted exhibit or schedule thereto. (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 Registrant's Current Report on Form 8-K, dated October 15, 1993, Amendment No. 1 thereto on Form 8-K/A dated November 12, 1993 and Amendment No. 2 on Form 8- K/A dated December 15, 1993, of which this Amendment No. 8 on Form 8-K/A forms a part. (c) Amendment No. 1 dated as of October 15, 1993 to Amendment and Restatement dated as of June 29, 1993 of Credit Agreement among the Registrant, 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 Registrant's Current Report on Form 8-K, dated October 15, 1993, Amendment No. 1 thereto on Form 8-K/A dated November 12, 1993 and Amendment No. 2 on Form 8-K/A dated December 15, 1993, of which this Amendment No. 3 on Form 8-K/A forms a part. The Registrant will furnish supplementally to the Commission upon request a copy of any omitted exhibit or schedule thereto. (d) Senior Subordinated Loan Agreement, dated as of October 15, 1993 among the Registrant, 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 Registrant's Current Report on Form 8-K, dated October 15, 1993, Amendment No. 1 thereto on Form 8-K/A dated November 12, 1993 and Amendment No. 2 on Form 8-K/A dated December 15, 1993, of which this Amendment No. 3 on Form 8-K/A forms a part. The Registrant will furnish supplementally to the Commission upon request a copy of any omitted exhibit or schedule thereto. (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. (21) Other documents or statements to security holders Not Applicable. (24) Consents of experts and counsel Not Applicable. (25) Power of attorney Not Applicable. (27) Financial Data Schedule Not Applicable. (99) Additional Exhibits None.