10-K/A: Annual report pursuant to Section 13 and 15(d)
Published on December 23, 1994
The purpose of this Amendment to Form 10-K for the fiscal year
ended August 31, 1994 is to submit the Exhibit 27 Financial
Data Schedule.
Index to Exhibits
2.1 Asset Purchase Agreement dated August 2, 1991 between the
Registrant and Guild Wineries and Distilleries, as
assigned to an acquiring subsidiary (filed as Exhibit
2(a) to the Registrant's Report on Form 8-K dated October
1, 1991 and incorporated herein by reference).
2.2 Stock Purchase Agreement dated April 27, 1993 among the
Registrant, Barton Incorporated and the stockholders of
Barton Incorporated, Amendment No. 1 to Stock Purchase
Agreement dated May 3, 1993, and Amendment No. 2 to Stock
Purchase Agreement dated June 29, 1993 (filed as Exhibit
2(a) to the Registrant's Current Report on Form 8-K dated
June 29, 1993 and incorporated herein by reference).
2.3 Asset Sale Agreement dated September 14, 1993 between the
Registrant and Vintners International Company, Inc.
(filed as Exhibit 2(a) to the Registrant's Current Report
on Form 8-K dated October 15, 1993 and incorporated
herein by reference).
2.4 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 the Registrant
(filed as Exhibit 2(b) to the Registrant's Current Report
on Form 8-K dated October 15, 1993 and incorporated
herein by reference).
2.5 Amendment No. 2 dated as of January 18, 1994 to Asset
Sale Agreement dated as of September 14, 1993 by and
between Vintners International Company, Inc. and the
Registrant (filed as Exhibit 2.1 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter
ended February 28, 1994 and incorporated herein by
reference).
2.6 Asset Purchase Agreement dated August 3, 1994 between the
Registrant and Heublein, Inc. (filed as Exhibit 2(a) to
the Registrant's Current Report on Form 8-K dated August
5, 1994 and incorporated herein by reference).
2.7 Amendment dated November 8, 1994 to Asset Purchase
Agreement between Heublein, Inc. and Registrant (filed as
Exhibit 2.2 to the Registrant's Registration Statement on
Form S-3 (Amendment No. 2) (Registration No. 33-55997)
filed with the Securities and Exchange Commission on
November 8, 1994 and incorporated herein by reference).
2.8 Amendment dated November 18, 1994 to Asset Purchase
Agreement between Heublein, Inc. and the Registrant
is incorporated herein by reference to Exhibit 2.8
to the Registrant's Form 10-K for the Fiscal Year Ended
August 31, 1994, of which this Amendment No. 1 on Form
10-K/A forms a part.
3.1 Restated Certificate of Incorporation of the Company
(filed as Exhibit 3.1 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended August 31, 1993
and incorporated herein by reference).
3.2 Amended and Restated By-laws of the Company (filed as
Exhibit 4.2 to the Registrant's Registration Statement on
Form S-8 (Registration No. 33-56557) and incorporated
herein by reference).
4.1 Specimen of Certificate of Class A Common Stock of the
Company (filed as Exhibit 1.1 to the Registrant'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 Registrant'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
Registrant, its Subsidiaries and Chemical Bank (filed as
Exhibit 4.1 to the Registrant'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 Registrant, Canandaigua West, Inc. and Chemical
Bank (filed as Exhibit 4.5 to the Registrant's
Registration Statement on Form S-8 (Registration No. 33-
56557) and incorporated herein by reference).
10.1 The Canandaigua Wine Company, Inc. Stock Option and Stock
Appreciation Right Plan (filed as Appendix B of the
Company's Definitive Proxy Statement dated December 23,
1987 and incorporated herein by reference).
10.2 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).
10.3 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).
10.4 Amendment No. 3 to the Canandaigua Wine Company, Inc.
Stock Option and Stock Appreciation Rights Plan (filed as
Exhibit 10.4 to the Registrant's Annual Report on Form
10-K for the fiscal year ended August 31, 1993 and
incorporated herein by reference).
10.5 Amendment No. 4 to the Canandaigua Wine Company, Inc.
Stock Option and Stock Appreciation Right Plan (filed as
Exhibit 10.1 to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended November 30, 1993 and
incorporated herein by reference).
10.6 Amendment No. 5 to the Canandaigua Wine Company, Inc.
Stock Option and Stock Appreciation Right Plan (filed as
Exhibit 10.1 to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended February 28, 1994 and
incorporated herein by reference).
10.7 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 Registrant's Annual
Report on Form 10-K for the fiscal year ended August 31,
1993 and incorporated herein by reference).
10.8 Barton Incorporated Management Incentive Plan (filed as
Exhibit 10.6 to the Registrant's Annual Report on Form
10-K for the fiscal year ended August 31, 1993 and
incorporated herein by reference).
10.9 Ellis M. Goodman Split Dollar Insurance Agreement (filed
as Exhibit 10.7 to the Registrant's Annual Report on Form
10-K for the fiscal year ended August 31, 1993 and
incorporated herein by reference).
10.10 Barton Brands, Ltd. Deferred Compensation Plan (filed as
Exhibit 10.8 to the Registrant's Annual Report on Form
10-K for the fiscal year ended August 31, 1993 and
incorporated herein by reference).
10.11 Marvin Sands Split Dollar Insurance Agreement (filed as
Exhibit 10.9 to the Registrant's Annual Report on Form
10-K for the fiscal year ended August 31, 1993 and
incorporated herein by reference).
10.12 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 (filed as Exhibit
2(b) to the Registrant's Current Report on Form 8-K dated
June 29, 1993 and incorporated herein by reference).
10.13 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 (filed as Exhibit
2(c) to the Registrant's Current Report on Form 8-K dated
October 15, 1993 and incorporated herein by reference).
10.14 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 (filed as Exhibit
2(d) to the Registrant's Current Report on Form 8-K dated
October 15, 1993 and incorporated herein by reference).
10.15 Second Amendment and Restatement dated as of August 5,
1994 of Amendment and Restatement of Credit Agreement
dated as of June 29, 1993 among the Registrant, its
subsidiaries and certain banks for which The Chase
Manhattan Bank (National Association) acts as agent
(filed as Exhibit 2(b) to the Registrant's Current Report
on Form 8-K dated August 5, 1994 and incorporated herein
by reference).
10.16 Amendment No. 1 (dated as of August 5, 1994) to Second
Amendment and Restatement dated as of August 5, 1994 of
Amendment and Restatement of Credit Agreement dated as of
June 29, 1993 among the Registrant, its subsidiaries and
certain banks for which The Chase Manhattan Bank
(National Association) acts as agent is incorporated
herein by reference to Exhibit 10.16 to the Registrant's
Form 10-K for the fiscal year ended August 31, 1994, of
which this Amendment No. 1 on Form 10-K/A forms a part .
10.17 Security Agreement dated as of August 5, 1994 among the
Registrant, its subsidiaries and certain banks for which
The Chase Manhattan Bank (National Association) acts as
agent (filed as Exhibit 2(c) to the Registrant's Current
Report on Form 8-K dated August 5, 1994 and incorporated
herein by reference.
11.1 Statement of computation of per share earnings is
incorporated herein by reference to Exhibit 11.1 to the
Registrant's Form 10-K for the Fiscal Year Ended August
31, 1994, of which this Amendment No. 1 on Form 10-K/A
forms a part .
21.1 Subsidiaries of Registrant is incorporated herein by
reference to Exhibit 21.1 to the Registrant's Form 10-K for
the Fiscal Year Ended August 31, 1994, of which this Amend-
ment No. 1 on Form 10-K/A forms a part.
23.1 Consent of Arthur Andersen & Co. is incorporated
herein by reference to Exhibit 23.1 to the Registrant's
Form 10-K for the Fiscal Year Ended August 31, 1994, of which
this Amendment No. 1 on Form 10-K/A forms a part.
27.1 Financial Data Schedule (filed herewith).