SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on December 15, 1994
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
CANANDAIGUA WINE COMPANY, INC.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
137 219 20 0
(CUSIP Number)
David A. Rocker with a copy to:
Suite 1759 Robert G. Minion, Esq.
45 Rockefeller Plaza Lowenstein, Sandler, Kohl,
(212) 397-1220 Fisher & Boylan
65 Livingston Avenue
Roseland, New Jersey 07068
(201) 992-8700
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 2, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than
five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule l3d-1(a) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
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The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
1) Names of Reporting Persons (S.S. or I.R.S.
Identification Nos. of Above Persons):
David A. Rocker ###-##-####
2) Check the Appropriate Box if a member of a Group (See Instructions):
(a) Not
(b) Applicable
3) SEC Use Only
4) Source of Funds (See Instructions): WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e):
Not Applicable
6) Citizenship or Place of Organization:
United States
Number of Shares Beneficially 7) Sole Voting Power: 929,279*
Owned by Each Reporting 8) Shared Voting Power: 0
Person With: 9) Sole Dispositive Power: 929,279*
10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
929,279*
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):
Not Applicable
13) Percent of Class Represented by Amount in Row (11): 5.8%*
14) Type of Reporting Person (See Instructions): IA, IN
_________________________
* Rocker Partners, L.P., a New York limited partnership, owns
878,929 shares (5.5%) of Canandaigua Wine Company, Inc. Class
A Common Stock. Compass Holdings, Ltd., a corporation
organized under the International Business Companies Ordinance
of the British Virgin Islands, owns 27,350 shares (0.2%) of
Canandaigua Wine Company, Inc. Class A Common Stock.
Centennial Partners, I, L.P., a Delaware limited partnership,
owns 23,000 shares (0.1%) of Canandaigua Wine Company, Inc.
Class A Common Stock. David A. Rocker (i) serves as the sole
managing partner of Rocker Partners, L.P., (ii), through
Rocker Offshore Management Company, Inc., serves as investment
adviser to Compass Holdings, Ltd. and (iii) serves as an
investment adviser for Centennial Partners I, L.P. See Item
5 for information on the computation of percentage ownership
set forth herein.
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Item 5. Interest in Securities of the Issuer.
This Schedule 13D Amendment is being filed as a result
of the increase in the number of outstanding shares of
Canandaigua Wine Company, Inc. Class A Common Stock due to a
public offering of such shares by Canandaigua Wine Company, Inc.
Based upon the information contained in Canandaigua
Wine Company, Inc.'s Annual Report on Form 10-K for the fiscal
year ended August 31, 1993, as of November 21, 1994, there were
issued and outstanding 16,049,368 shares of Canandaigua Wine
Company, Inc. Class A Common Stock. As of December 2, 1994, (i)
Rocker Partners, L.P. owned 878,929 (5.5%) of such shares, (ii)
Compass Holdings, Ltd. owned 27,350 (0.2%) of such shares and
(iii) Centennial Partners I, L.P. owned 23,000 (0.1%) of such
shares. David Rocker possesses sole power to vote and direct the
disposition of the shares of Canandaigua Wine Company, Inc. Class
A Common Stock owned by Rocker Partners, L.P., Compass Holdings,
Ltd. and Centennial Partners I, L.P. set forth above. The
following table details the transactions by each of Rocker
Partners, L.P., Compass Holdings, Ltd. and Centennial Partners I,
L.P. in shares of Canandaigua Wine Company, Inc. Class A Common
Stock during the past sixty days:
A. Rocker Partners, L.P.
Date Quantity Price
(Purchases)
October 5, 1994 8,000 $34.00
October 13, 1994 9,000 32.56
November 9, 1994 23,000 33.57
November 22, 1994 3,000 33.31
(Sales)
October 31, 1994 600 $32.87
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B. Compass Holdings, Ltd.
Date Quantity Price
(Purchases)
October 3, 1994 1,000 $32.87
October 13, 1994 1,000 32.56
October 21, 1994 1,000 33.26
October 24, 1994 900 33.03
October 25, 1994 500 33.12
October 31, 1994 600 32.66
November 2, 1994 500 32.87
November 4, 1994 1,000 34.00
November 9, 1994 1,000 33.37
November 17, 1994 200 33.50
November 22, 1994 2,000 33.31
(Sales)
October 10, 1994 1,000 $33.12
October 10, 1994 1,000 33.75
October 25, 1994 500 33.12
November 14, 1994 1,000 33.50
November 21, 1994 2,000 33.43
December 2, 1994 5,000 34.16
C. Centennial Partners I, L.P.
Date Quantity Price
(Purchases)
October 3, 1994 1,000 $32.87
October 5, 1994 500 34.00
October 19, 1994 1,000 33.37
October 21, 1994 1,000 33.26
October 21, 1994 500 33.20
October 31, 1994 500 32.66
November 2, 1994 600 32.59
November 9, 1994 1,000 33.37
(Sales)
October 4, 1994 1,000 $33.50
October 5, 1994 2,000 33.12
October 11, 1994 1,000 33.81
November 18, 1994 1,000 33.37
December 2, 1994 4,700 34.16
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Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is
true, complete and correct.
December 14, 1994
/s/David A. Rocker
---------------------------------
David A. Rocker, as managing
partner of Rocker Partners,
L.P., as president of Rocker
Offshore Management Company,
Inc., the investment adviser to
Compass Holdings, Ltd., and as
an investment adviser to Centennial
Partners I, L.P.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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