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) October 31, 1995
CANANDAIGUA WINE COMPANY, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-7570 16-0716709
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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 5. Other Events.
On October 31, 1995, the Registrant issued the following press release:
Canandaigua Wine Company, Inc. (NASDAQ: WINEA and WINEB) announced the
appointment of Daniel C. Barnett as Senior Vice President of the Company and
President of its Wine Division, headquartered in Canandaigua, New York,
effective November 1, 1995. Barnett will be responsible for the Company's
largest business unit, which is also the second largest wine producer in the
United States. The Wine Division's winemaking and bottling facilities on the
East and West Coasts produce more than 35 million cases of wine and brandy
annually, including brands such as Almaden, Inglenook, Paul Masson, Taylor
California Cellars, Cook's, Cribari, J. Roget, Richards Wild Irish Rose and
Manischewitz. The Company's Canandaigua Concentrates business, the largest U.S.
food-grade grape concentrate sweetener and coloring business, will also report
to Barnett.
Barnett joins the Company from Koala Springs International, a juice
beverage company headquartered in Fremont, California, where he had been
President and CEO during the past two years. Prior to that Barnett was Vice
President and General Manager of Nestle U.S.A.'s $1.6 billion beverage
businesses, where he successfully reorganized Nestle's nine juice, coffee and
powdered beverage divisions. Barnett's experience also includes both marketing
and operations management assignments at a number of major consumer products
companies, including The Pillsbury Company, Hills Brothers Coffee, Inc., and
Weyerhauser Company. Barnett holds an MBA degree from the University of
Maryland.
According to Richard Sands, President and Chief Executive Officer of
Canandaigua Wine Company, "Dan is a tremendous addition to our management team.
His breadth of experience with consumer products companies of all sizes brings a
new perspective to our Wine Division. He has the combination of entrepreneurial
ability and large business consolidation experience we need to continue the
pattern of growth through acquisitions and brand development that we've
established as our long-term strategy."
Canandaigua Wine Company, Inc., headquartered in Canandaigua, New York,
is a leading producer and marketer of more than 125 national and regional
beverage alcohol brands. It is the second largest supplier of wines, the fifth
largest importer of beers and the fourth largest supplier of distilled spirits
in the United States. The Company's beverage alcohol brands are marketed in five
general categories and include the following principal brands:
Table Wines: Almaden, Inglenook, Paul Masson, Taylor California Cellars,
Cribari, Manischewitz, Taylor New York, Marcus James, Deer Valley and
Dunnewood
Sparkling Wines: Cook's, J. Roget, Great Western and Taylor New York
Dessert Wines: Richards Wild Irish Rose, Cisco and Taylor New York
Imported Beers: Corona, St. Pauli Girl, Modelo Especial and Tsingtao
Distilled Spirits: Fleischmann's Vodka, Gin and Preferred, Barton's Vodka
and Gin, Mr. Boston, Canadian Ltd., Ten High Bourbon, Montezuma Tequila, Inver
House Scotch and Monte Alban Mezcal
On November 9, 1995, the Registrant issued the following press release:
Canandaigua Wine Company, Inc. (NASDAQ: WINEA and WINEB) today announced
results for its fiscal year ended August 31, 1995 ("Fiscal 1995"). During this
period, the Company achieved record gross sales of $1.2 billion and net sales of
$906.5 million, representing increases of 38% and 44%, respectively, over gross
sales of $861.1 million and net sales of $629.6 million in its previous fiscal
year ("Fiscal 1994"). These increases resulted primarily from the inclusion of
an additional eleven months of sales of the Almaden and Inglenook brands and
grape juice concentrate business acquired on August 5, 1994, and, to a lesser
degree, increased sales of the Company's imported beers.
The Company also achieved record net earnings for Fiscal 1995 of $42.4
million, or $2.20 per share on a fully diluted basis, as compared to $26.6
million, or $1.65 per share in Fiscal 1994, representing a 59% and a 33%
increase, respectively. These results exclude the impact of nonrecurring
restructuring charges in Fiscal 1995 and Fiscal 1994 which reduced after-tax net
earnings by $1.4 million and $14.9 million, respectively.
Net earnings in the fourth quarter of Fiscal 1995 were $10.4 million, or
$0.52 per share on a fully diluted basis, as compared to $8.6 million, or $0.53
per share on a fully diluted basis, in Fiscal 1994, representing an increase of
22% and a decrease of 2%, respectively. These results exclude the impact of
fourth quarter nonrecurring restructuring charges which reduced after-tax net
earnings by $0.4 million in Fiscal 1995 and $14.9 million in Fiscal 1994.
The Company also released today pro forma financial information in
connection with its purchase of the Fleischmann, Mr. Boston and other brands
and assets on September 1, 1995.
Richard Sands, the Company's President and Chief Executive Officer,
said, "We are pleased with our overall record results for the fiscal year.
During Fiscal 1995, growth in our varietal wine and imported beer sales has
significantly outpaced the industry as a whole, resulting in improved market
share in these categories. However, we experienced higher than expected
promotional costs and lower than expected gross profits in our California table
wine business as we successfully increased our market share in the fast-growing
and highly competitive varietal wine category." Mr. Sands added, "We believe
this strategy better positions us for long-term growth. In addition, our newly
acquired spirits brands add significant strategic value to the Company, making
us the fourth largest spirits supplier in the United States and complementing
our previously existing spirits portfolio both in geographic strength and in
category participation. The Company intends to continue pursuing strategic
acquisitions in all of its principal categories."
Canandaigua Wine Company, Inc., headquartered in Canandaigua, New York,
is a leading producer and marketer of more than 125 national and regional
beverage alcohol brands. It is the second largest supplier of wines, the fourth
largest supplier of distilled spirits and the fifth largest importer of beers in
the United States. The Company's beverage alcohol brands are marketed in five
general categories and include the following principal brands:
Table Wines: Almaden, Inglenook, Paul Masson, Taylor California Cellars,
Cribari, Manischewitz, Taylor New York, Marcus James, Deer Valley and
Dunnewood
Sparkling Wines: Cook's, J. Roget, Great Western and Taylor New York
Dessert Wines: Richards Wild Irish Rose, Cisco and Taylor New York
Imported Beers: Corona, St. Pauli Girl, Modelo Especial and Tsingtao
Distilled Spirits: Fleischmann, Barton, Mr. Boston, Canadian LTD, Ten
High Bourbon, Montezuma Tequila, Inver House Scotch and Monte
Alban Mezcal
CONSOLIDATED STATEMENT OF INCOME FOLLOWS
CANANDAIGUA WINE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In thousands, except share and per share data)
Quarter Ended Quarter Ended Year Ended Year Ended
8/31/95 8/31/94 8/31/95 8/31/94
(Unaudited) (Unaudited) (Audited) (Audited)
Gross sales ........................................ $ 297,355 $ 242,443 $ 1,185,074 $ 861,059
Net sales .......................................... 229,288 180,845 906,543 629,584
Cost of product sold ............................... (166,608) (127,571) (653,810) (447,211)
------------ ------------ ------------ ------------
Gross profit .................................. 62,680 53,274 252,733 182,373
Selling, general and administrative
expenses ........................................... (40,437) (34,279) (159,196) (121,388)
Nonrecurring restructuring expenses ................ (585) (24,005) (2,238) (24,005)
------------ ------------ ------------ ------------
Operating income .............................. 20,658 (5,010) 91,299 36,980
Interest expense, net .............................. (5,297) (5,210) (24,601) (18,056)
------------ ------------ ------------ ------------
Income before provision for
Federal and state income taxes ................ 16,361 (10,220) 66,698 18,924
Provision for Federal and state
income taxes ....................................... (6,298) 3,903 (25,678) (7,191)
------------ ------------ ------------ ------------
Net income .................................... $ 10,063 $ (6,317) $ 41,020 $ 11,733
Per Share Data:
Net income per common share:
Primary ....................................... $ 0.50 $ (0.39) $ 2.14 $ 0.74
Fully diluted ................................. $ 0.50 $ (0.38) $ 2.13 $ 0.74
Weighted average shares outstanding
Primary ....................................... 20,039,700 16,357,194 19,147,935 15,783,583
Fully diluted ................................. 20,096,033 16,427,919 19,296,269 16,401,598
The following data is unaudited:
Net Sales:
Branded Wine .................................. $ 112,398 $ 85,919 $ 487,102 $ 310,124
Beer .......................................... 63,783 53,809 216,159 173,883
Spirits ....................................... 21,907 20,235 81,011 81,368
Other ......................................... 31,200 20,882 122,271 64,209
------------ ------------ ------------ ------------
Total Net Sales .................................... $ 229,288 $ 180,845 $ 906,543 $ 629,584
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
CANANDAIGUA WINE COMPANY, INC.
November 9, 1995 By: /s/ Richard Sands
-----------------
Richard Sands, President
and Chief Executive Officer
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.
(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.