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): June 4, 1999 ------------ COMMISSION FILE NUMBER 0-7570 DELAWARE CANANDAIGUA BRANDS, INC. 16-0716709 AND ITS SUBSIDIARIES: NEW YORK BATAVIA WINE CELLARS, INC. 16-1222994 NEW YORK CANANDAIGUA WINE COMPANY, INC. 16-1462887 NEW YORK CANANDAIGUA EUROPE LIMITED 16-1195581 ENGLAND AND WALES CANANDAIGUA LIMITED --- NEW YORK POLYPHENOLICS, INC. 16-1546354 NEW YORK ROBERTS TRADING CORP. 16-0865491 DELAWARE BARTON INCORPORATED 36-3500366 DELAWARE BARTON BRANDS, LTD. 36-3185921 MARYLAND BARTON BEERS, LTD. 36-2855879 CONNECTICUT BARTON BRANDS OF CALIFORNIA, INC. 06-1048198 GEORGIA BARTON BRANDS OF GEORGIA, INC. 58-1215938 NEW YORK BARTON DISTILLERS IMPORT CORP. 13-1794441 DELAWARE BARTON FINANCIAL CORPORATION 51-0311795 WISCONSIN STEVENS POINT BEVERAGE CO. 39-0638900 ILLINOIS MONARCH IMPORT COMPANY 36-3539106 GEORGIA THE VIKING DISTILLERY, INC. 58-2183528 (State or other (Exact name of registrant as (I.R.S. Employer jurisdiction of specified in its charter) Identification incorporation or No.) organization) 300 WillowBrook Office Park, Fairport, New York 14450 ----------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (716) 218-2169 -------------- ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On June 4, 1999, Canandaigua Brands, Inc. (collectively with its affiliates, the "Company"), acquired all of the issued and outstanding shares of the capital stock of Franciscan Vineyards, Inc., a Delaware corporation ("FVI"), for an aggregate adjusted purchase price of $179.6 million. At the time of the closing of the stock purchase, FVI had outstanding debt, net of cash acquired, of approximately $28.9 million. The net debt included bank debt and accrued interest, obligations to FVI affiliates and option obligations, and was effectively assumed by the Company upon the acquisition of FVI's capital stock. In addition, the Company purchased vineyards, a winery, equipment and other vineyard related assets located in Northern California (collectively, the "Vineyards") for an aggregate purchase price of approximately $30.3 million. The FVI stock was acquired directly or indirectly from FVI's six shareholders: Agustin Huneeus, the Vintner Chairman of FVI; his son Agustin Francisco Huneeus, a Vice President of FVI; three German partnerships owned and controlled by a German family group; and Jean-Michel Valette, FVI's President (collectively, the "Sellers"). The Vineyards were purchased from entities that are affiliated with the Sellers. Immediately prior to the acquisition transactions, FVI entered into an agreement to sell certain real property, sold its Quintessa brand and agreed to sell its Quintessa inventory, entered into a wine processing agreement with respect to the Quintessa brand, entered into distribution agreements with respect to the Quintessa and Veramonte brands, consented to the capital stock restructuring of certain of its affiliates, and entered into certain grape purchase contracts, in each case, with certain of the Sellers or their affiliates. FVI also entered into employment and consulting arrangements with certain Sellers who are key employees of FVI. In connection with the transactions, the Company also agreed to cause FVI to make a post-closing capital contribution of up to $3.2 million to an entity owned 70% by FVI and 30% by affiliates of certain of the Sellers. The consideration for the transaction was determined on an arms-length basis through negotiations between the Sellers, the Company and their respective advisors. The purchase price for the FVI stock and Vineyards, as well as the post-closing capital contribution, was funded with proceeds from loans under a Second Amended and Restated Credit Agreement, dated as of May 12, 1999, and an Incremental Facility Loan Agreement (Series A), dated as of May 27, 1999, each among the Company, a syndicate of lenders and The Chase Manhattan Bank, as administrative agent for such lenders. FVI and its subsidiaries own and operate vineyards and produce and distribute wines in the United States and Chile which sell in the super premium and ultra premium price categories. The principal brands owned or distributed by FVI and its subsidiaries include Franciscan Oakville Estate, Mt. Veeder, Estancia, Veramonte and Quintessa. The Company intends to continue to operate the businesses of FVI and its subsidiaries. Prior to the transactions described above, there was no material relationship between the Sellers or any other officers, directors or shareholders of FVI or its affiliates and the Company or any of its affiliates, any director or officer of the Company or any associate of any such director or officer. -2- ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not Applicable. (b) PRO FORMA FINANCIAL INFORMATION. Not Applicable. (c) EXHIBITS. See Index to Exhibits. -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CANANDAIGUA BRANDS, INC. Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Senior Vice President and Chief Financial Officer SUBSIDIARIES BATAVIA WINE CELLARS, INC. Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Treasurer CANANDAIGUA WINE COMPANY, INC. Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Treasurer CANANDAIGUA EUROPE LIMITED Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Treasurer CANANDAIGUA LIMITED Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Finance Director (Principal Financial Officer and Principal Accounting Officer) POLYPHENOLICS, INC. Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President and Treasurer ROBERTS TRADING CORP. Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, President Treasurer BARTON INCORPORATED Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON BRANDS, LTD. Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON BEERS, LTD. Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON BRANDS OF CALIFORNIA, INC. Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON BRANDS OF GEORGIA, INC. Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON DISTILLERS IMPORT CORP. Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON FINANCIAL CORPORATION Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President STEVENS POINT BEVERAGE CO. Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President MONARCH IMPORT COMPANY Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President THE VIKING DISTILLERY, INC. Dated: June 21, 1999 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President INDEX TO EXHIBITS (1) UNDERWRITING AGREEMENT Not Applicable. (2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION 2.1 Stock Purchase Agreement, dated April 21, 1999, between Franciscan Vineyards, Inc., Agustin Huneeus, Agustin Francisco Huneeus, Jean-Michel Valette, Heidrun Eckes-Chantre Und Kinder Beteiligungsverwaltung II, GbR, Peter Eugen Eckes Und Kinder Beteiligungsverwaltung II, GbR, Harald Eckes-Chantre, Christina Eckes-Chantre, Petra Eckes-Chantre and Canandaigua Brands, Inc. (including a list briefly identifying the contents of all omitted schedules thereto (filed herewith)). The Company will furnish supplementally to the Commission, upon request, a copy of any omitted schedule. (4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES 4.1 First Amended and Restated Credit Agreement, dated as of November 2, 1998, between the Company, its principal operating subsidiaries, and certain banks for which The Chase Manhattan Bank acts as Administrative Agent (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated December 1, 1998 and incorporated herein by reference). 4.2 Second Amended and Restated Credit Agreement, dated as of May 12, 1999, between the Company, its principal operating subsidiaries, and certain banks for which The Chase Manhattan Bank acts as Administrative Agent (filed herewith). 4.3 Incremental Facility Loan Agreement, dated as of May 27, 1999, between between the Company, its principal operating subsidiaries, and certain banks for which The Chase Manhattan Bank acts as Administrative Agent (filed herewith). (16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT Not Applicable. (17) LETTER RE DIRECTOR RESIGNATION Not Applicable. (20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS Not Applicable. (23) CONSENTS OF EXPERTS AND COUNSEL Not Applicable. (24) POWER OF ATTORNEY Not Applicable. (27) FINANCIAL DATA SCHEDULE Not Applicable. (99) ADDITIONAL EXHIBITS None