EXHIBIT 2(b)
VOTING AGREEMENT
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VOTING AGREEMENT, dated as of April 10, 2001 (this "Agreement"), among
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Constellation Brands, Inc., a Delaware corporation ("Parent"), VVV Acquisition
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Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger
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Sub") and each of the shareholders of the Company set forth on Schedule A hereto
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(each, a "Shareholder" and, collectively, the "Shareholders").
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RECITALS:
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A. Parent, Merger Sub and Ravenswood Winery, Inc., a California
corporation (the "Company"), propose to enter into an Agreement and Plan of
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Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which
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Parent will acquire the Company through a merger of Merger Sub with and into the
Company on the terms and subject to the conditions set forth in the Merger
Agreement. Except as otherwise defined herein, terms used herein with initial
capital letters have the respective meanings ascribed thereto in the Merger
Agreement.
B. As of the date hereof, each Shareholder beneficially owns (as such term
is defined in Rule 13d-3 of the Exchange Act) and is entitled to vote (or to
direct the voting of) the number of shares of common stock of the Company
("Shares") set forth in the column entitled "Common Shares" opposite such
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Shareholder's name on Schedule A hereto (such Shares, together with any Shares
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of which the Shareholder acquires beneficial ownership with entitlement to vote
(or to direct the voting of) during the period from and including the date
hereof through and including the date on which this Agreement is terminated
pursuant to Section 4.2 hereof, are collectively referred to herein as such
Shareholder's "Subject Shares").
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C. As a condition and inducement to their willingness to enter into the
Merger Agreement, Parent and Merger Sub have requested that each Shareholder
agree, and each Shareholder has agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties and covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
I. VOTING OF SUBJECT SHARES
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1.1 Agreement to Vote Subject Shares.
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(a) Merger Agreement. From the date hereof until this Agreement is
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terminated pursuant to Section 4.2, at any meeting of the shareholders of the
Company called to consider and vote upon the adoption of the Merger Agreement
(and at any and all postponements and adjournments thereof), and in connection
with any action to be taken in respect of the adoption of the Merger Agreement
by written consent of shareholders of the Company, each Shareholder will vote or
cause to be voted (including by written consent, if applicable) all of such
Shareholder's Subject Shares which such Shareholder has the right to vote in
favor of the adoption of the Merger Agreement and in favor of any other matter
necessary or appropriate for
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the consummation of the transactions contemplated by the Merger Agreement that
is considered and voted upon at any such meeting or made the subject of any such
written consent, as applicable.
(b) Adverse Proposal. From the date hereof until this Agreement is
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terminated pursuant to Section 4.2, at any meeting of the shareholders of the
Company called to consider and vote upon any Adverse Proposal (and at any and
all postponements and adjournments thereof), and in connection with any action
to be taken in respect of any Adverse Proposal by written consent of
shareholders of the Company, each Shareholder at Parent's or Merger Sub's
request will vote or cause to be voted (including by written consent, if
applicable) all of such Shareholder's Subject Shares which it has the right to
vote against the adoption of such Adverse Proposal. For purposes of this
Agreement, the term "Adverse Proposal" means (a) any Alternative Transaction,
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(b) any proposal or action that would reasonably be expected to result in a
breach of any covenant, agreement, representation or warranty of the Company set
forth in the Merger Agreement, or (c) the following actions (other than the
Merger and the other transactions contemplated by the Merger Agreement): (i) any
extraordinary corporate transaction, such as a merger, consolidation or other
business combination involving the Company; (ii) a sale, lease or transfer of a
material amount of assets of the Company, or a reorganization, recapitalization,
dissolution or liquidation of the Company; or (iii) (1) any change in the
present capitalization of the Company or any amendment of the Company's articles
of incorporation or bylaws, as amended to date; or (2) any other action that is
intended, or could reasonably be expected, to impede, interfere with, delay,
postpone, or adversely affect the Merger and the other transactions contemplated
by this Agreement and the Merger Agreement.
1.2 Irrevocable Proxy.
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(a) Grant of Proxy. Each Shareholder hereby appoints Parent and any
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designee of Parent, each of them individually, such Shareholder's proxy and
attorney-in-fact, with full power of substitution and resubstitution, to vote or
act by written consent with respect to all of such Shareholder's Subject Shares
which it has the right to vote (i) in accordance with Section 1.1 hereof and
(ii) to sign its name (as a shareholder) to any consent, certificate or other
document relating to the Company that the law of the State of California may
permit or require in connection with any matter referred to in Section 1.1.
This proxy is given to secure the performance of the duties of such Shareholder
under this Agreement and its existence will not be deemed to relieve the
Shareholders of their obligations under Section 1.1. Each Shareholder affirms
that this proxy is coupled with an interest and is irrevocable until termination
of this Agreement pursuant to Section 4.2, whereupon such proxy and power of
attorney shall automatically terminate. Each Shareholder will take such further
action or execute such other instruments as may be necessary to effectuate the
intent of this proxy. For Subject Shares as to which the Shareholder is the
beneficial but not the record owner, the Shareholder will use reasonable best
efforts to cause any record owner of such Subject Shares to grant to Parent a
proxy to the same effect as that contained herein. The proxy granted herein is
intended to comply with the requirements of Section 705 of the California
Corporations Code applicable to irrevocable proxies.
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(b) Other Proxies Revoked. Each Shareholder represents that any proxy
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heretofore given in respect of such Shareholder's Subject Shares is not
irrevocable, and hereby revokes any and all such proxies.
II. REPRESENTATIONS AND WARRANTIES
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2.1 Certain Representations and Warranties of the Shareholders. Each
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Shareholder, severally and not jointly, represents and warrants to Parent and
Merger Sub, as of the date hereof, as follows:
(a) Ownership. Such Shareholder is the beneficial owner of the number
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of Shares, the options to acquire the number of Shares ("Existing Options") and
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the principal amount of the Convertible Debentures (the "Convertible
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Debentures") convertible into Shares set forth opposite such Shareholder's name
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on Schedule A hereto. Such Shareholder has full and unrestricted power to vote
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pursuant to this Agreement the Shares described in the column entitled "Common
Shares" opposite such Shareholder's name on Schedule A hereto. Such Shareholder
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will, upon exercise of the Existing Options, have full and unrestricted power to
vote pursuant to this Agreement any Shares for which the Existing Options are
exercisable ("Option Shares"). Such Shareholder will, upon conversion of the
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Convertible Debentures, have full and unrestricted power to vote pursuant to
this Agreement any Shares for which such Convertible Debenture may be converted
("Debenture Shares"). Except as set forth opposite such Shareholder's name on
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Schedule A hereto, such Shareholder (i) does not beneficially own any securities
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of the Company on the date hereof; (ii) does not, directly or indirectly,
beneficially own or have any option, warrant or other right to acquire any
securities of the Company that are or may by their terms become entitled to vote
or any securities that are convertible or exchangeable into or exercisable for
any securities of the Company that are or may by their terms become entitled to
vote, nor is such Shareholder subject to any contract, commitment, arrangement,
understanding or relationship (whether or not legally enforceable), other than
this Agreement, that allows or obligates him to vote or acquire any securities
of the Company; and (iii) holds exclusive power to vote the Subject Shares
pursuant to this Agreement, subject to the limitations set forth in this
Agreement.
(b) Power and Authority; Execution and Delivery. Such Shareholder, if
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it is not a natural person, is a limited partnership, limited liability company,
corporation or other entity duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization. Such
Shareholder has all requisite partnership, corporate or individual, as
applicable, power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby, and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement.
This Agreement has been duly executed and delivered by such Shareholder and
constitutes a valid and binding obligation of such Shareholder, enforceable
against such Shareholder in accordance with its terms, except that
enforceability may be limited by bankruptcy, reorganization, insolvency or other
laws affecting the enforceability of creditors' rights generally.
(c) No Conflicts. The execution and delivery of this Agreement do
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not, and, subject to compliance with the HSR Act and appropriate filings under
securities laws (which such Shareholder agrees to make promptly), to the extent
applicable, the consummation of the
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transactions contemplated hereby and compliance with the provisions hereof will
not, conflict with, result in a violation or breach of, or constitute a default
(or an event that, with notice or lapse of time or both, would result in a
default) or give rise to any right of termination, amendment, cancellation,
notice or acceleration under, (i) if applicable, such Shareholder's certificate
of incorporation, certificate of limited partnership, articles of organization,
operating agreement, partnership agreement or similar constituent documents,
(ii) any contract, commitment, agreement, understanding, arrangement or
restriction of any kind to which such Shareholder is a party or by which such
Shareholder is bound, (iii) any injunction, judgment, writ, decree, order or
ruling applicable to such Shareholder or (iv) any law, statute, rule or
regulation applicable to the Shareholder; except in the case of clauses (ii),
(iii) and (iv) for conflicts, violations, breaches or defaults that would not
impair the ability of such Shareholder timely to perform its obligations under
this Agreement.
2.2 Representations and Warranties of Parent and Merger Sub. Parent and
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Merger Sub hereby jointly and severally represent and warrant to each
Shareholder, as of the date hereof, that:
(a) Organization; Authority. Each of Parent and Merger Sub is a
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corporation duly organized and validly existing under the laws of the
jurisdiction of its incorporation. Each of Parent and Merger Sub has the
requisite corporate power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby, and has taken all
necessary corporate action to authorize the execution, delivery and performance
of this Agreement.
(b) Execution and Delivery. This Agreement has been duly executed and
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delivered by each of Parent and Merger Sub and, assuming that this Agreement
constitutes a valid and binding obligation of the other parties hereto,
constitutes a valid and binding obligation of each of Parent and Merger Sub,
enforceable against Parent and Merger Sub in accordance with its terms, except
that enforceability may be limited by bankruptcy, reorganization, insolvency or
other laws affecting the enforceability of creditors' rights generally.
(c) No Conflicts. Neither the execution and delivery of this
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Agreement nor the performance by Parent or Merger Sub of its respective
obligations hereunder will conflict with, result in a violation or breach of, or
constitute a default (or an event that, with notice or lapse of time or both,
would result in a default) or give rise to any right of termination, amendment,
cancellation, or acceleration under, (i) Parent's or Merger Sub's certificate of
incorporation, bylaws or similar constituent documents, (ii) any contract,
commitment, agreement, understanding, arrangement or restriction of any kind to
which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound,
(iii) any judgment, writ, decree, order or ruling applicable to Parent or Merger
Sub, or (iv) any law, statute, rule or regulation applicable to Parent or Merger
Sub; except in the case of clauses (ii), (iii) and (iv) for conflicts,
violations, breaches or defaults that would not impair the ability of Parent or
Merger Sub timely to perform its respective obligations under this Agreement.
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III. CERTAIN COVENANTS OF SHAREHOLDERS
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3.1 Restriction on Transfer of Subject Shares, Proxies and
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Noninterference. No Shareholder will, directly or indirectly: (a) except
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pursuant to the terms of this Agreement and for the conversion of Subject Shares
at the Effective Time pursuant to the terms of the Merger Agreement, offer for
sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of,
or enter into any contract, option or other arrangement or understanding with
respect to or consent to the offer for sale, sale, transfer, tender, pledge,
encumbrance, assignment or other disposition of, any or all of such
Shareholder's Subject Shares, other than any sale, transfer or assignment to
members of such Shareholder's family, a family trust of such Shareholder or a
charitable institution if the transferee of such Subject Shares agrees in
writing to be bound by the terms hereof and notice of such sale, transfer or
assignment, including the name and address of the purchaser, transferee or
assignee, is delivered to Parent pursuant to Section 4.6. hereof; (b) except
pursuant to the terms of this Agreement, grant any proxies or powers of
attorney, deposit any Subject Shares into a voting trust or enter into a voting
agreement with respect to any Subject Shares; or (c) take any action that would
reasonably be expected to make any of its representations or warranties
contained herein untrue or incorrect or have the effect of impairing the ability
of such Shareholder to perform such Shareholder's obligations under this
Agreement or preventing or delaying the consummation of any of the transactions
contemplated hereby. Notwithstanding the other provisions of this Section 3.1,
Robert McGill, III, may transfer his Subject Shares to a charitable institution
at any time following the shareholder record date established by the Company for
the special meeting of the Company's shareholders to consider approval and
adoption of the Merger and the Merger Agreement; provided that any such transfer
shall not alter the obligations of Mr. McGill, as a Shareholder under this
Agreement, to otherwise vote for and support the Merger Agreement in accordance
with the terms of this Agreement.
3.2 Adjustments.
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(a) In the event (i) of any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of capital
stock or other securities of the Company on, of or affecting the Shares or the
like or any other action that would have the effect of changing a Shareholder's
ownership of the Company's capital stock or other securities or (ii) a
Shareholder becomes the beneficial owner of any additional Shares or other
securities of the Company, then the terms of this Agreement will apply to the
shares of capital stock held by the Shareholder immediately following the
effectiveness of the events described in clause (i) or the Shareholder becoming
the beneficial owner thereof, as described in clause (ii), as though they were
Shares hereunder.
(b) Each Shareholder hereby agrees, while this Agreement is in effect,
to promptly notify Parent of the number of any new Shares acquired by the
Shareholder, if any, after the date hereof.
3.3 No Solicitation. No Shareholder will take, or authorize any of its
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officers, directors, employees, agents or representatives (including any
investment banker, financial advisor, attorney or accountant for such
Shareholder) ("Representatives") to take, any action that the Company would be
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prohibited from taking under Section 5.4(a) of the Merger Agreement. Each
Shareholder will, and will use its reasonable best efforts to cause its
Representatives to,
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immediately cease all existing discussions or negotiations with respect to any
of the foregoing and promptly (and in any event within one business day) advise
Parent in writing of the receipt by such Shareholder of a request for
information or any inquiries or proposals relating to an Acquisition
Transaction. Notwithstanding any provision herein to the contrary, (a) if any
Shareholder is a member of the Board of Directors of the Company, such member of
the Board of Directors of the Company may take actions in such capacity to the
extent permitted by Section 5.4 of the Merger Agreement, and (b) if any
Shareholder is an officer of the Company, such officer may take actions in such
capacity to the extent directed to do so by the Board of Directors of the
Company.
3.4 Disclosure. Each Shareholder hereby authorizes Parent and Merger Sub
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to publish and disclose in any announcement or disclosure required by the SEC or
the NASDAQ Stock Market and, if approval of the Company's shareholders is
required under applicable law, the Proxy Statement (including all documents and
schedules filed with the SEC in connection with either of the foregoing), its
identity and ownership of the Shares and the nature of its commitments,
arrangements and understandings under this Agreement. Parent and Merger Sub
hereby authorize each Shareholder to make such disclosure or filings as may be
required by the SEC.
IV. MISCELLANEOUS
4.1 Fees and Expenses. Each party hereto will pay its own expenses
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incident to preparing for, entering into and carrying out this Agreement and the
consummation of the transactions contemplated hereby.
4.2 Amendment; Termination. This Agreement may not be amended except by
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an instrument in writing signed on behalf of each of the parties hereto. This
Agreement will terminate on the earliest to occur of (a) the Effective Time or
(b) the date the Merger Agreement is terminated in accordance with its terms.
This Agreement may be earlier terminated with respect to any Shareholder by the
mutual consent of Parent or Merger Sub and such Shareholder. Except as set
forth below, in the event of termination of this Agreement pursuant to this
Section 4.2, this Agreement will become null and void and of no effect with no
liability on the part of any party hereto and all proxies granted hereby will be
automatically revoked; provided, however, that no such termination will relieve
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any party hereto from any liability for any breach of this Agreement occurring
prior to such termination.
Notwithstanding anything to the contrary contained in this Agreement, if
this Agreement is terminated for any reason, Sections 4.1, 4.5, 4.15 and 4.16
and this Section 4.2 will survive any termination of this Agreement
indefinitely.
4.3 Extension; Waiver. Any agreement on the part of a party to waive any
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provision of this Agreement, or to extend the time for any performance
hereunder, will be valid only if set forth in an instrument in writing signed on
behalf of such party. The failure of any party to this Agreement to assert any
of its rights under this Agreement or otherwise will not constitute a waiver of
such rights. Any waiver by any party of a breach of any provision of this
Agreement will not operate as or be construed as a waiver of any other breach of
such provision or of any breach of any other provision of this Agreement. The
failure of a party to insist upon strict
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adherence to any term of this Agreement or one or more sections hereof will not
be considered a waiver or deprive that party of a right thereafter to insist
upon strict adherence to that term or any other term of this Agreement.
4.4 Entire Agreement; No Third-Party Beneficiaries; Several Obligations.
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This Agreement constitutes the entire agreement among the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to such
matters. This Agreement is not intended to confer upon any Person other than
the parties hereto any rights or remedies. The obligations of, and the
representations and warranties made by, each Shareholder shall be several and
not joint and shall relate only to such Shareholder.
4.5 Governing Law. This Agreement will be governed by, and construed in
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accordance with, the laws of the State of California regardless of the laws that
might otherwise govern under applicable principles of conflict of laws thereof.
4.6 Notices. Any notice required to be given hereunder will be sufficient
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if in writing, and sent by facsimile transmission and by courier service (with
proof of service), hand delivery or certified or registered mail (return receipt
requested and first-class postage prepaid), addressed as follows:
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If to Parent or Merger Sub:
Constellation Brands, Inc.
300 Willowbrook Office Park
Fairport, NY 14450
Attention: Richard Sands
Facsimile No.: (716) 218-2160
Telephone No.: (716) 218-2110
With copies to:
Farella, Braun & Martel LLP
Russ Building, 30th Floor
235 Montgomery Street
San Francisco, California 94104
Attention: Jeffrey P. Newman, Esq.
Daniel E. Cohn, Esq.
Facsimile No.: (415) 954-4482
Telephone No.: (415) 954-4480
Constellation Brands, Inc.
300 Willowbrook Office Park
Fairport, NY 14450
Attention: Tom Mullin, Esq.
Facsimile No.: (716) 218-2165
Telephone No.: (716) 218-2112
If to any Shareholder, to the address for such Shareholder indicated
on the signature page hereto,
With copies to:
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105
Attention: Robert S. Townsend, Esq.
Facsimile No.: (415) 268-7522
Telephone No.: (415) 268-7080
or to such other address as any party specifies by written notice, such notice
being deemed to have been delivered as of the date so telecommunicated,
personally delivered or mailed.
4.7 Assignment. Neither this Agreement nor any of the rights, interests,
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or obligations under this Agreement may be assigned or delegated, in whole or in
part, by operation of law or otherwise, by any Shareholder without the prior
written consent of Parent or by Parent without the consent of the applicable
Shareholder (and then only with respect to such Shareholder), and any such
assignment or delegation that is not consented to will be null and void;
provided that this Agreement, together with any rights, interests, or
obligations of Parent
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hereunder, may be assigned or delegated, in whole or in part, by Parent to any
direct or indirect wholly owned subsidiary of Parent without the consent of or
any action by any Shareholder upon notice by Parent to each Shareholder affected
thereby as herein provided; provided further, that any such assignment shall not
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relieve Parent of its obligations hereunder. Subject to the preceding sentence,
this Agreement will be binding upon, inure to the benefit of, and be enforceable
by, the parties and their respective successors and assigns (including, without
limitation, any Person to whom any Subject Shares are sold, transferred or
assigned).
4.8 Further Assurances. Each Shareholder will execute and deliver such
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other documents and instruments and take such further actions as may be
necessary or appropriate or as may be reasonably requested by Parent in order to
ensure that Parent and Merger Sub receive the full benefit of this Agreement
with respect to such Shareholder, all at the expense of Parent.
4.9 Publicity. Parent, and each Shareholder will consult with each other
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party before issuing any press release or otherwise making any public statements
with respect to this Agreement or the Merger Agreement or the other transactions
contemplated hereby or thereby and will not issue any such press release or make
any such public statement before such consultation, except as may be required by
law or applicable stock exchange rules.
4.10 Enforcement. Irreparable damage would occur in the event that any of
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the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. Accordingly, the parties will be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement, this
being in addition to any other remedy to which they are entitled at law or in
equity.
4.11 Severability. Whenever possible, each provision or portion of any
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provision of this Agreement will be interpreted in such a manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
4.12 Counterparts. This Agreement may be executed in one or more
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counterparts, all of which will be considered one and the same instrument and
will become effective when one or more counterparts have been signed by each
party and delivered to the other parties.
4.13 Headings. The descriptive headings contained herein are for
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convenience and reference only and will not affect in any way the meaning or
interpretation of this Agreement.
4.14 Remedies Not Exclusive. All rights, powers and remedies provided
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under this Agreement or otherwise available in respect hereof at law or in
equity will be cumulative and not alternative, and the exercise of any thereof
by either party will not preclude the simultaneous or later exercise of any
other such right, power or remedy by such party.
4.15 Jurisdiction; Consent to Service of Process.
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(a) Each party hereto hereby irrevocably and unconditionally submits,
for itself and its property, to the exclusive jurisdiction of the federal and
state courts of the State of California (a "California Court"), and any
appellate court from any such court, in any suit, action or proceeding arising
out of or relating to this Agreement, or for recognition or enforcement of any
judgment resulting from any suit, action or proceeding, and each party hereby
irrevocably and unconditionally agrees that all claims in respect of any such
suit, action or proceeding may be heard and determined in a California Court.
(b) It will be a condition precedent to each party's right to bring
any such suit, action or proceeding that such suit, action or proceeding, in the
first instance, be brought in a California Court (unless such suit, action or
proceeding is brought solely to obtain discovery or to enforce a judgment), and
if each such court refuses to accept jurisdiction with respect thereto, such
suit, action or proceeding may be brought in any other court with jurisdiction.
(c) No party may move to (i) transfer any such suit, action or
proceeding from a California Court to another jurisdiction, (ii) consolidate any
such suit, action or proceeding brought in a California Court with a suit,
action or proceeding in another jurisdiction, or (iii) dismiss any such suit,
action or proceeding brought in a California Court for the purpose of bringing
the same in another jurisdiction.
(d) Each party hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, (i) any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in a California Court,
(ii) the defense of an inconvenient forum to the maintenance of such suit,
action or proceeding in any such court, and (iii) the right to object, with
respect to such suit, action or proceeding, that such court does not have
jurisdiction over such party. Each party irrevocably consents to service of
process in any manner permitted by law.
4.16 Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
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ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUR OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
4.17 Fiduciary Duties. Each Shareholder is signing this Agreement solely
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in such Shareholder's capacity as the beneficial owner of Subject Shares.
Nothing contained herein shall limit or affect any actions taken by such
Shareholder in his or her capacity as an officer or director of the Company and
none of such actions in any such capacity shall be deemed to constitute a breach
of this Agreement.
4.18 Obligations Several. The obligations of the Shareholders hereunder
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are several and not joint.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be signed as of the day and year first written above.
[SIGNATURE PAGES TO FOLLOW]
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VOTING AGREEMENT SIGNATURE PAGE
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Parent:
CONSTELLATION BRANDS, INC.
By: /s/ Richard Sands
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Richards Sands
Its: President
Merger Sub:
VVV ACQUISITION CORP.
By: /s/ Agustin Francisco Huneeus
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Agustin Francisco Huneeus
Its: President
Shareholder:
/s/ Callie S. Konno
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Callie S. Konno
an individual
J. Faggioli, Trustee for Nathaniel D. Faggioli
By: Justin M. Faggioli
Its Trustee
By: /s/ Justin M. Faggioli
-----------------------------------------
Justin M. Faggioli
Its Trustee
J. Faggioli, Trustee for Claire J. Faggioli
By: Justin M. Faggioli
Its Trustee
By: /s/ Justin M. Faggioli
-----------------------------------------
Justin M. Faggioli
Its Trustee
/s/ Justin M. Faggioli
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Justin M. Faggioli
an individual
Glenn Steele Foster, Trustee,
Glenn Steele Foster 1998 Irrevocable Trust
By: Glenn Steele Foster
Its Trustee
By: /s/ Glenn Steele Foster
-----------------------------------------
Glenn Steele Foster
Its Trustee
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W. Reed Foster, Jr., Trustee,
W. Reed Foster, Jr. 1998 Irrevocable Trust
By: W. Reed Foster
Its Trustee
By: /s/ W. Reed Foster, Jr.
-----------------------------------
W. Reed Foster, Jr.
Its Trustee
/s/ Bruce B. Donnell
----------------------------------------
Bruce B. Donnell
an individual
Sandra D. Donnell and Justin M. Faggioli
By: /s/ S. D. Donnell
-----------------------------------
Sandra D. Donnell
an individual
By: /s/ Justin M. Faggioli
-----------------------------------
Justin M. Faggioli
an individual
/s/ S. D. Donnell
----------------------------------------
Sandra D. Donnell
an individual
Brenzel 1990 Living Trust
By: James R. Brenzel and Mical Atz Brenzel
Its Trustees
By: /s/ James R. Brenzel
-----------------------------------
James R. Brenzel
Its Trustee
By: /s/ Mical Atz Brenzel
-----------------------------------
Mical Atz Brenzel
Its Trustee
James R. Brenzel and Mical Atz Brenzel
By: /s/ James R. Brenzel
-----------------------------------
James R. Brenzel
an individual
By: /s/ Mical Atz Brenzel
-----------------------------------
Mical Atz Brenzel
an individual
/s/ James R. Brenzel
----------------------------------------
James R. Brenzel
an individual
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/s/ Joel E. Peterson
------------------------------------------------
Joel E. Peterson
an individual
The Joel E. Peterson 1998 Irrevocable Trust for
Issue
By: Eric Bowen and Daryl Chernoff
Its Trustees
By: /s/ Eric Bowen
-------------------------------------------
Eric Bowen
Its Trustee
By: /s/ Daryl L. Chernoff
-------------------------------------------
Daryl Chernoff
Its Trustee
W. Reed Foster and Lois Steele Foster, Trustees of
the Foster Revocable Trust dated 9/13/82, as
amended 10/25/89
By: W. Reed Foster
Its Trustee
By: /s/ W. Reed Foster
-------------------------------------------
W. Reed Foster
Its Trustee
Frontage Road Freres, LLC
By: W. Reed Foster
Its: _____________________
By: /s/ W. Reed Foster
-------------------------------------------
W. Reed Foster
Its: _____________________
James F. Wisner, Trustee of the James F. Wisner
Trust, under an agreement dated March 23, 2001
By: James F. Wisner
Its Trustee
By: /s/ James F. Wisner
-------------------------------------------
James F. Wisner
Its Trustee
/s/ Julie Morin-Wisner
------------------------------------------------
Julie Morin-Wisner
an individual
Robert E. McGill, III, and Daphne D. McGill
Trustees, U/A FBO Robert E. McGill, III, dated
11/19/96
By: Robert E. McGill, III and Daphne D. McGill
Trustees
By: /s/ Robert E. McGill, III
-------------------------------------------
Robert E. McGill, III
Its Trustee
13
By: /s/ Daphne D. McGill
-----------------------------------------
Daphne D. McGill
Its Trustee
/s/ Robert E. McGill, III
----------------------------------------------
Robert E. McGill
an individual
John D. Nichols, Jr. and Alexandra C. Nichols
Family Foundation
By: John D. Nichols
Its: Trustee
By: /s/ John D. Nichols
-----------------------------------------
John D. Nichols
Its Trustee
Nichols Family Investment Limited Partnership
By: John D. Nichols
Its: General Partner
By: /s/ John D. Nichols
-----------------------------------------
John D. Nichols
Its General Partner
J. D. Nichols, Jr. Trust
By: John D. Nichols
Its: Trustee
By: /s/ John D. Nichols
-----------------------------------------
John D. Nichols
Its Trustee
/s/ John D. Nichols
----------------------------------------------
John D. Nichols
an individual
Stephen Peltz, Trustee, Stephen Peltz 1998
Irrevocable Trust
By: Stephen Peltz
Its: Trustee
By: /s/ Stephen Peltz
-----------------------------------------
Stephen Peltz
Its Trustee
14
SCHEDULE A
----------
- ---------------------------------------------------------------------------------------------------
Shareholder Name Common Option Shares Convertible
---------------- ------ ------------- -----------
Shares Debentures
------ ----------
- ---------------------------------------------------------------------------------------------------
Sandra D. Donnell 2,000 NA $53,217.24 Brokerage and IRA
(4,790) Account Shares
- ---------------------------------------------------------------------------------------------------
Sandra D. Donnell and 23,625 NA $81,065.52 Certificate Shares
Justin M. Faggioli
- ---------------------------------------------------------------------------------------------------
Justin M. Faggioli 91,350 75,000 total Certificate Shares
(vested and
non-exercised
and unvested)
- ---------------------------------------------------------------------------------------------------
Justin M. Faggioli 2,000 IRA Brokerage
Account
- ---------------------------------------------------------------------------------------------------
Justin M. Faggioli 10,000 Brokerage Account
- ---------------------------------------------------------------------------------------------------
J. Faggioli, Trustee 3,000 Brokerage Account
for Claire J.
Faggioli
- ---------------------------------------------------------------------------------------------------
J. Faggioli, Trustee 3,000 Brokerage Account
for Nathaniel D.
Faggioli
- ---------------------------------------------------------------------------------------------------
Bruce B. Donnell $53,217.24
(4,790)
- ---------------------------------------------------------------------------------------------------
The Joel E. Peterson 151,200
1998 Irrevocable
Trust for Issue
(Trustees - Eric
Bowen and Daryl
Chernoff)
- ---------------------------------------------------------------------------------------------------
Joel E. Peterson 1,304,870 100,000 total
(vested and
non-exercised
and unvested)
- ---------------------------------------------------------------------------------------------------
Stephen Peltz, 30,240
Trustee, Stephen
Peltz 1998
Irrevocable Trust
- ---------------------------------------------------------------------------------------------------
1
- -----------------------------------------------------------------------------------------------------
Glenn Steele Foster, 48,280
Trustee, Glenn
Steele Foster 1998
Irrevocable Trust
- -----------------------------------------------------------------------------------------------------
W. Reed Foster, Jr., 58,480
Trustee, W. Reed
Foster, Jr. 1998
Irrevocable Trust
- -----------------------------------------------------------------------------------------------------
James R. Brenzel 52,000
- -----------------------------------------------------------------------------------------------------
James R. Brenzel and 112,612
Mical Atz Brenzel
- -----------------------------------------------------------------------------------------------------
Brenzel 1990 Living 8,438
Trust
- -----------------------------------------------------------------------------------------------------
Frontage Road Freres, 283,500
LLC
- -----------------------------------------------------------------------------------------------------
W. Reed Foster and 142,566 100,000 total 5,625
Lois Steele Foster, (vested and
Trustees of the non-exercised
Foster Revocable and unvested)
Trust dated 9/13/82,
as amended 10/25/89
- -----------------------------------------------------------------------------------------------------
Robert E. McGill, III 20,125 10,000 total 5,625
and Daphne D. (vested and
McGill, Trustees, non-exercised
U/A FBO Robert E. and unvested)
McGill, III, dated
11/19/96
- -----------------------------------------------------------------------------------------------------
Callie S. Konno 59,850 75,000 total
(vested and
non-exercised
and unvested)
- -----------------------------------------------------------------------------------------------------
James F. Wisner, 108,000 10,000 total
Trustee of the James (vested and
F. Wisner Trust, non-exercised
under an agreement and unvested)
dated March 23, 2001
- -----------------------------------------------------------------------------------------------------
Julie Morin-Wisner 31,500
- -----------------------------------------------------------------------------------------------------
2
- -----------------------------------------------------------------------------------------------------
J. D. Nichols, Jr. 9,765 5,000 total
Trust (unvested and
non-exercised
and unvested)
- -----------------------------------------------------------------------------------------------------
Nichols Family 63,000
Investment Limited
Partnership
- -----------------------------------------------------------------------------------------------------
John D. Nichols, Jr. 52,500 45,000
and Alexandra C.
Nichols Family
Foundation
- -----------------------------------------------------------------------------------------------------
3