As filed with the Securities and Exchange Commission on July 14, 2003

Registration No. 333-63480


 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

Filed Pursuant to Rule 462(d)

 

TO

 

FORM S-3

REGISTRATION STATEMENT

 

Under

 

THE SECURITIES ACT OF 1933

 


 

Delaware   

Constellation Brands, Inc.

and its subsidiary guarantors:

   16-0716709
New York    Batavia Wine Cellars, Inc.    16-1222994
New York    Canandaigua Wine Company, Inc.    16-1462887
New York    Constellation International Holdings Limited    16-1195581
New York    Roberts Trading Corp.    16-0865491
England and Wales    Canandaigua Limited    98-0198402
The Netherlands    Canandaigua B.V.    98-0205132
Delaware    Franciscan Vineyards, Inc.    94-2602962
California    Allberry, Inc.    68-0324763
California    Cloud Peak Corporation    68-0324762
California    M.J. Lewis Corp.    94-3065450
California    Mt. Veeder Corporation    94-2862667
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
Illinois    Barton Canada, Ltd.    36-4283446
Wisconsin    Barton Beers of Wisconsin, Ltd.    39-0638900
Illinois    Monarch Import Company    36-3539106

(State or other jurisdiction of

incorporation or organization)

  

(Exact name of registrants

as specified in their charters)

  

(I.R.S. Employer

Identification No.)

 

 

300 WillowBrook Office Park

Fairport, New York 14450

716-218-2169

(Address, including zip code, and telephone number, including area code,

of registrants’ principal executive offices)

 

Thomas J. Mullin, Esq.

Executive Vice President and General Counsel

Constellation Brands, Inc.

300 WillowBrook Office Park

Fairport, New York 14450

585-218-3650

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 


 

Copy to:

Bernard S. Kramer, Esq.

McDermott, Will & Emery

227 West Monroe Street

Chicago, Illinois 60606-5096

 


 

Approximate date of commencement of proposed sale of securities to the public: From time to time after the effective date of this registration statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

 



EXPLANATORY NOTE

 

This Post-Effective Amendment No. 1 to Form S-3 Registration Statement is being filed solely to add Exhibits 12, 23.3 and 23.4 hereto to the Registration Statement on Form S-3 (Registration No. 333-63480) in accordance with Rule 462(d) under the Securities Act of 1933, as amended.


PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

ITEM 16. Exhibits

 

Exhibit
Number


  

Description of Exhibit


1*

   Form of Underwriting Agreement

4.1**

   Indenture, dated February 25, 1999, by and among the registrants and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank) (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on March 3, 1999, and incorporated herein by reference)

4.2**

   Supplemental Indenture No. 3, dated August 6, 1999, by and among the registrants and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank) (filed as Exhibit 4.20 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 1999, and incorporated herein by reference)

4.3**

   Supplemental Indenture No. 4, dated May 15, 2000, by and among the registrants and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank) (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on May 12, 2000, and incorporated herein by reference)

4.4**

   Supplemental Indenture No. 5, dated September 14, 2000, by and among the registrants and BNY Midwest Trust Company (as successor to The Bank of New York) (filed as Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2000, and incorporated herein by reference)

4.5**

   Indenture, dated February 21, 2001, by and among the registrants and BNY Midwest Trust Company (filed as Exhibit 4.1 to the registrant’s Registration Statement on Form S-4 (No. 333-60720) and incorporated herein by reference)

4.6**

   Supplemental Indenture No. 6, dated as of August 21, 2001, by and among the registrants and BNY Midwest Trust Company (supplementing the Indenture dated February 25, 1999)

4.7**

   Supplemental Indenture No. 1, dated as of August 21, 2001, by and among the registrants and BNY Midwest Trust Company (supplementing the Indenture dated February 21, 2001)

5.1**

   Opinion of McDermott, Will & Emery

12

   Computation of Ratio of Earnings to Fixed Charges

23.1**

   Consent of Arthur Andersen LLP

23.2**

   Consent of McDermott, Will & Emery (included as part of Exhibit 5.1)

23.3

   Consent of KPMG LLP

23.4

   Consent of PricewaterhouseCoopers

24**

   Powers of Attorney (included on the signature pages of the registration statement)

25.1**

   Statement of Eligibility of Trustee on Form T-1 for the indenture filed as Exhibit 4.1 to the registration statement (filed as Exhibit 25 to the registrant’s Registration Statement on Form S-3 (No. 333-91587) and incorporated herein by reference)

25.2**

   Statement of Eligibility of Trustee on Form T-1 for the indenture filed as Exhibit 4.5 to the registration statement (filed as Exhibit 25.1 to the registrant’s Registration Statement on Form S-4 (No. 333-60720) and incorporated herein by reference)

 


*   To be filed as an exhibit to a report on Form 8-K.
**   Previously filed.


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

 

CONSTELLATION BRANDS, INC.

By:

  /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Executive Vice President and Chief Financial Officer

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                    *


Richard Sands

   Chairman of the Board, Chief Executive Officer and a Director (Principal Executive Officer)

                    *


Robert Sands

   President, Chief Operating Officer and a Director

 

/S/    THOMAS S. SUMMER


Thomas S. Summer

   Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

                    *


Thomas C. McDermott

   Director

                    *


James A. Locke III

   Director

                    *


Paul L. Smith

   Director

                    *


George Bresler

   Director

                    *


Jeananne K. Hauswald

   Director

 

 

*By:

 

/S/    THOMAS S. SUMMER

   
   

Thomas S. Summer

   

Attorney-in-fact

 


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

BATAVIA WINE CELLARS, INC.

By:

  /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Treasurer

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


/S/    RICHARD SANDS


Richard Sands

   President, Chief Executive Officer and a Director (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER


Thomas S. Summer

   Treasurer (Principal Financial Officer and Principal Accounting Officer)

/S/    ROBERT SANDS


Robert Sands

   Secretary and a Director

 

 

*By:

  /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

2


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

BARTON INCORPORATED

By:

    /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Vice President

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                    *


Alexander L. Berk

   President, Chief Executive Officer and a Director (Principal Executive Officer)

 


/S/    THOMAS S. SUMMER


Thomas S. Summer

  

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                    *


Troy J. Christensen

   Senior Vice President, Treasurer and a Director [?]

                    *


Edward L. Golden

   Vice President and a Director

                    *


Richard Sands

   Vice President and a Director

                    *


Robert Sands

   Vice President and a Director

                    *


Elizabeth Kutyla

   Senior Vice President, Secretary and a Director

                    *


William F. Hackett

   Director

 

 

*By:

 

    /S/    THOMAS S. SUMMER

   
   

Thomas S. Summer

   

Attorney-in-fact

 

 

3


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

BARTON BRANDS, LTD.

By:

    /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Vice President

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                *


Edward L. Golden

   President and a Director (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER


Thomas S. Summer

  

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                *


Troy J. Christensen

   Senior Vice President, Treasurer, and a Director

                *


Alexander L. Berk

   Executive Vice President and a Director

                *


Elizabeth Kutyla

   Senior Vice President, Secretary and a Director

 

 

*By:

    /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

4


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

BARTON BEERS, LTD.

By:

    /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

Vice President

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                    *


Richard Sands

  

Chief Executive Officer and a Director

(Principal Executive Officer)

 

/S/    THOMAS S. SUMMER


Thomas S. Summer

  

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                    *


Troy J. Christensen

   Senior Vice President, Treasurer, and a Director

                    *


Alexander L. Berk

   Executive Vice President and a Director

                    *


Elizabeth Kutyla

   Senior Vice President, Secretary and a Director

                    *


William F. Hackett

   President and a Director

 

 

*By:

    /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

5


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

BARTON BRANDS OF CALIFORNIA, INC.

By:

    /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Vice President

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                    *


Alexander L. Berk

   President and a Director (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER


Thomas S. Summer

  

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                    *


Troy J. Christensen

   Senior Vice President, Treasurer and a Director

                    *


Edward L. Golden

   Vice President and a Director

                    *


Elizabeth Kutyla

   Senior Vice President, Secretary and a Director

 

 

*By:

    /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

6


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

BARTON BRANDS OF GEORGIA, INC.

By:

    /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Vice President

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                    *


Alexander L. Berk

   President and a Director (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER


Thomas S. Summer

  

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                    *


Troy J. Christensen

   Senior Vice President, Treasurer, and a Director

                    *


Edward L. Golden

   Vice President and a Director

                    *


Elizabeth Kutyla

   Senior Vice President, Secretary and a Director

 

 

*By:

    /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

7


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

BARTON DISTILLERS IMPORT CORP.

By:

    /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Vice President

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                    *


Alexander L. Berk

   President and a Director (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER


Thomas S. Summer

  

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                    *


Troy J. Christensen

   Senior Vice President, Treasurer, and a Director

                    *


Edward L. Golden

   Director

                    *


Elizabeth Kutyla

   Senior Vice President, Secretary and a Director

 

 

*By:

    /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

8


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

BARTON FINANCIAL CORPORATION

By:

    /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Vice President

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                    *


Troy J. Christensen

  

President, Secretary and a Director

(Principal Executive Officer)

/S/    THOMAS S. SUMMER


Thomas S. Summer

  

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                    *


Michael A. Napientek

   Assistant Secretary and a Director

 

 

*By:

    /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

9


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

BARTON BEERS OF WISCONSIN, LTD.

By:

 

  /S/    THOMAS S. SUMMER


    Thomas S. Summer
    Vice President

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                    *


James P. Ryan

   President, Chief Executive Officer and a Director (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER


Thomas S. Summer

  

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                    *


Troy J. Christensen

   Senior Vice President, Treasurer and a Director

                    *


Alexander L. Berk

   Executive Vice President and a Director

                    *


William F. Hackett

   Director

                    *


Elizabeth Kutyla

   Senior Vice President, Secretary and a Director

 

 

*By:

    /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

10


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

MONARCH IMPORT COMPANY
By:     /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Vice President

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                    *


James P. Ryan

   Chief Executive Officer and Vice President (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER


Thomas S. Summer

  

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                    *


Troy J. Christensen

   Senior Vice President, Treasurer and a Director

                    *


Alexander L. Berk

   President and a Director

                    *


William F. Hackett

   Vice President and a Director

                    *


Elizabeth Kutyla

   Senior Vice President, Secretary and a Director

 

 

*By:

    /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

11


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

CANANDAIGUA WINE COMPANY, INC.

By:     /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Treasurer

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                    *


Jon Moramarco

   President and Chief Executive Officer (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER


Thomas S. Summer

   Treasurer (Principal Financial Officer and Principal Accounting Officer)

                    *


Richard Sands

   Vice President and a Director

                    *


Robert Sands

   Vice President and a Director

 

 

*By:

    /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

12


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

CONSTELLATION INTERNATIONAL HOLDINGS LIMITED

By:

    /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Treasurer

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities on July 14, 2003.

 

Signature


  

Title


 

/S/     RICHARD SANDS


Richard Sands

   President, Chief Executive Officer and Director (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER


Thomas S. Summer

   Treasurer (Principal Financial Officer and Principal Accounting Officer)

 

13


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

ROBERTS TRADING CORP.

By:

  /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    President and Treasurer

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


 

/S/    THOMAS S. SUMMER


Thomas S. Summer

   President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

                        *


Richard Sands

   Vice President and a Director

                        *


Robert Sands

   Vice President, Secretary and a Director

 

 

*By:

  /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

14


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

CANANDAIGUA LIMITED

By:

  /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Finance Director

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities on July 14, 2003.

 

Signature


  

Title


                        *


Robert Sands

   Chief Executive Officer and a Director (Principal Executive Officer and Authorized Representative in the United States)

 

/S/    THOMAS S. SUMMER


Thomas S. Summer

   Finance Director (Principal Financial Officer and Principal Accounting Officer)

                        *


Anne Colquhoun

   Secretary and a Director

                        *


Nigel Hodges

   Treasurer and a Director

 

 

*By:

  /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

15


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

BARTON CANADA, LTD.

By:

  /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Vice President

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                        *


Alexander L. Berk

   President and a Director (Principal Executive Officer)

 


/S/    THOMAS S. SUMMER


Thomas S. Summer

  

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                        *


Troy J. Christensen

   Senior Vice President, Treasurer and a Director

                        *


Edward L. Golden

   Vice President and a Director

                        *


Elizabeth Kutyla

   Senior Vice President, Secretary and a Director

 

 

*By:

  /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

16


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

FRANCISCAN VINEYARDS, INC.

By:

  /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Vice President and Treasurer

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                    *


Agustin Francisco Huneeus

   President and Chief Executive Officer (Principal Executive Officer)

 


/S/    THOMAS S. SUMMER


Thomas S. Summer

  

Vice President and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

                    *


Richard Sands

   Vice President and a Director

                    *


Robert Sands

   Vice President and a Director

 

 

*By:

  /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

17


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

ALLBERRY, INC.

By:

  /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Vice President and Treasurer

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                    *


Agustin Francisco Huneeus

   President (Principal Executive Officer)

 


Thomas S. Summer

  

Vice President and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

                    *


Richard Sands

   Vice President and a Director

                    *


Robert Sands

   Vice President and a Director

 

 

*By:

  /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

18


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

CLOUD PEAK CORPORATION

By:

  /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Vice President and Treasurer

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                    *


Agustin Francisco Huneeus

   President (Principal Executive Officer)

 


/S/    THOMAS S. SUMMER


Thomas S. Summer

  

Vice President and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

                    *


Richard Sands

   Vice President and a Director

                    *


Robert Sands

   Vice President and a Director

 

 

*By:

  /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

19


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

M.J. LEWIS CORP.
By:   /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Vice President and Treasurer

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                    *


Agustin Francisco Huneeus

   President (Principal Executive Officer)

 


Thomas S. Summer

  

Vice President and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

                    *


Richard Sands

   Vice President and a Director

                    *


Robert Sands

   Vice President and a Director

 

 

*By:

  /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

20


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

MT. VEEDER CORPORATION
By:   /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Vice President and Treasurer

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                    *


Agustin Francisco Huneeus

   President (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER


Thomas S. Summer

  

Vice President and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

                    *


Richard Sands

   Vice President and a Director

                    *


Robert Sands

   Vice President and a Director

 

 

*By:

  /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

21


SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Perinton, State of New York on July 14, 2003.

 

CANANDAIGUA B.V.
By:   /S/    THOMAS S. SUMMER
   
    Thomas S. Summer
    Chief Financial Officer

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2003.

 

Signature


  

Title


                    *


G.A.L.R. Diepenhorst

   Managing Director (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER


Thomas S. Summer

   Chief Financial Officer and Authorized Representative in the United States (Principal Financial Officer and Principal Accounting Officer)

/S/    DICK HAARSMA


Dick Haarsma

   Managing Director

 

 

*By:

  /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

22


EXHIBIT INDEX

 

 

Exhibit
Number


  

Description of Exhibit


1*

   Form of Underwriting Agreement

4.1**

   Indenture, dated February 25, 1999, by and among the registrants and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank) (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on March 3, 1999, and incorporated herein by reference)

4.2**

   Supplemental Indenture No. 3, dated August 6, 1999, by and among the registrants and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank) (filed as Exhibit 4.20 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 1999, and incorporated herein by reference)

4.3**

   Supplemental Indenture No. 4, dated May 15, 2000, by and among the registrants and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank) (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on May 12, 2000, and incorporated herein by reference)

4.4**

   Supplemental Indenture No. 5, dated September 14, 2000, by and among the registrants and BNY Midwest Trust Company (as successor to The Bank of New York) (filed as Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2000, and incorporated herein by reference)

4.5**

   Indenture, dated February 21, 2001, by and among the registrants and BNY Midwest Trust Company (filed as Exhibit 4.1 to the registrant’s Registration Statement on Form S-4 (No. 333-60720) and incorporated herein by reference)

4.6**

   Supplemental Indenture No. 6, dated as of August 21, 2001, by and among the registrants and BNY Midwest Trust Company (supplementing the Indenture dated February 25, 1999)

4.7**

   Supplemental Indenture No. 1, dated as of August 21, 2001, by and among the registrants and BNY Midwest Trust Company (supplementing the Indenture dated February 21, 2001)

5.1**

   Opinion of McDermott, Will & Emery

12

   Computation of Ratio of Earnings to Fixed Charges

23.1**

   Consent of Arthur Andersen LLP

23.2**

   Consent of McDermott, Will & Emery (included as part of Exhibit 5.1)

23.3

   Consent of KPMG LLP

23.4

   Consent of PricewaterhouseCoopers

24**

   Powers of Attorney (included on the signature pages of the registration statement)

25.1**

   Statement of Eligibility of Trustee on Form T-1 for the indenture filed as Exhibit 4.1 to the registration statement (filed as Exhibit 25 to the registrant’s Registration Statement on Form S-3 (No. 333-91587) and incorporated herein by reference)

25.2**

   Statement of Eligibility of Trustee on Form T-1 for the indenture filed as Exhibit 4.5 to the registration statement (filed as Exhibit 25.1 to the registrant’s Registration Statement on Form S-4 (No. 333-60720) and incorporated herein by reference)

 

* To be filed as an exhibit to a report on Form 8-K.

** Previously filed.