As filed with the Securities and Exchange Commission on November 24, 2003
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------
Delaware Constellation Brands, Inc. 16-0716709
and its subsidiary guarantors:
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
Australia CBI Australia Holdings Pty Limited 98-0392676
Australia Constellation Australia Pty Limited 98-0392675
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 (Exact name of registrant (I.R.S. Employer
jurisdiction of as specified in its charter) Identification No.)
incorporation or
organization)
300 WillowBrook Office Park
Fairport, New York 14450
585-218-3600
(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 as determined by the Registrant.
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. [_]
Calculation of Registration Fee
-------------------------------
=========================================== ========================== ========================= =====================
Proposed maximum
Title of each class of securities to be Amount to be aggregate offering Amount of
registered registered(1)(2) price(3) registration fee(4)
------------------------------------------- -------------------------- ------------------------- ---------------------
Debt Securities, Guarantees of Debt $707,396,875 $707,396,875 $57,228.41
Securities(5), Preferred Stock,
Depositary Shares representing Preferred
Stock and Class A Common Stock
=========================================== ========================== ========================= =====================
(1) Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included in this registration statement relates to
$42,603,125 of securities previously registered pursuant to Form S-3 (Registration No. 333-63480), as to which this
registration statement constitutes a post-effective amendment.
(2) If any debt securities are issued at an original issue discount then such greater principal amount as shall result in an
aggregate initial offering price of $707,396,875.
(3) Or the equivalent thereof in one or more foreign currencies or composite currencies, including the euro.
(4) The registration fee has been calculated pursuant to Rule 457(o) and reflects the offering price rather than the principal
amount of any debt securities issued at a discount.
(5) No separate consideration will be received for the guarantees of the debt securities.
================================================================================
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act or until this registration statement shall become effective on
such date as the Commission, acting pursuant to section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
Subject to completion, dated November 24, 2003
PROSPECTUS
[CONSTELLATION LOGO]
$750,000,000
Constellation Brands, Inc.
Debt Securities, Preferred Stock,
Depositary Shares Representing Preferred Stock and Class A Common Stock
--------------------------
We may sell from time to time for proceeds of up to $750,000,000 in the
aggregate of:
o our debt securities;
o shares of our preferred stock, which may be represented by
depositary shares;
o shares of our Class A common stock; or
o any combination of the foregoing.
The debt securities may be guaranteed by our subsidiaries identified in
this prospectus.
We will provide specific terms of the securities which we may offer in
supplements to this prospectus. You should read this prospectus and any
prospectus supplement carefully before you invest. Securities may be sold for
U.S. dollars, foreign currency or currency units.
Our Class A common stock is listed on the New York Stock Exchange under
the symbol "STZ".
SEE "RISK FACTORS" BEGINNING ON PAGE 1 FOR A DISCUSSION OF CERTAIN
FACTORS THAT YOU SHOULD CONSIDER BEFORE PURCHASING ANY SECURITIES.
--------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
--------------------------
The date of this prospectus is , 2003.
Table of Contents
Page
----
ABOUT THIS PROSPECTUS.........................................................ii
WHERE YOU CAN FIND MORE INFORMATION...........................................ii
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS.............................iii
CONSTELLATION BRANDS, INC......................................................1
THE GUARANTORS.................................................................1
RISK FACTORS...................................................................1
USE OF PROCEEDS................................................................5
DIVIDEND POLICY................................................................5
RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS................................6
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS........................6
DESCRIPTION OF DEBT SECURITIES.................................................6
DESCRIPTION OF PREFERRED STOCK................................................11
DESCRIPTION OF DEPOSITARY SHARES..............................................12
DESCRIPTION OF COMMON STOCK...................................................14
PLAN OF DISTRIBUTION..........................................................16
LEGAL OPINIONS................................................................17
EXPERTS.......................................................................17
---------------------------
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission using a "shelf" registration
process. Under this process, we may sell any combination of the securities
described in this prospectus in one or more offerings up to a total dollar
amount of $750,000,000. This prospectus provides you with a general description
of the securities we may offer. Each time we offer to sell securities, we will
provide a supplement to this prospectus that will contain specific information
about the terms of that offering. The prospectus supplement may also add,
update, or change information contained in this prospectus. You should read both
this prospectus and any prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information,"
below.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy reports, statements or
other information at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
the public from commercial document retrieval services, at the website
maintained by the SEC at "http://www.sec.gov."
As noted above, we have filed with the SEC a registration statement on
Form S-3 to register the securities. This prospectus is part of that
registration statement and, as permitted by the SEC's rules, does not contain
all the information set forth in the registration statement. For further
information you may refer to the registration statement and to the exhibits and
schedules filed as part of the registration statement. You can review and copy
the registration statement and its exhibits and schedules at the public
reference facilities maintained by the SEC as described above. The registration
statement, including its exhibits and schedules, is also available on the SEC's
website.
ii
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to certain of those documents. The information incorporated by
reference is considered to be part of this prospectus, and the information that
we file with the SEC after the date of this prospectus will automatically update
and supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, until we sell all of the
securities:
o Annual Report on Form 10-K for the fiscal year ended February 28,
2003;
o Quarterly Reports on Form 10-Q for the fiscal quarters ended May
31, 2003 and August 31, 2003; and
o Current Reports on Form 8-K filed on April 9, 2003 (reporting under
Item 2 with respect to the Company's acquisition of BRL Hardy
Limited), as amended by a Form 8-K/A filed on July 18, 2003
(amending the pro forma financial information included in the
Current Report on Form 8-K filed on April 9, 2003 and filing an
exhibit), a Form 8-K filed on July 30, 2003 (filing certain
exhibits to be incorporated by reference to the Company's
registration statement number 333-63480) and a Form 8-K filed on
November 24, 2003 (providing the Company's fiscal year 2003
financial information reflecting the Company's new basis of segment
reporting).
You may request a copy of these filings, except exhibits to such
documents unless those exhibits are specifically incorporated by reference into
this prospectus, at no cost, by writing or telephoning us at: Constellation
Brands, Inc., Attention: David S. Sorce, Secretary, 300 WillowBrook Office Park,
Fairport, New York 14450; telephone number 585-218-3600.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different or additional information. You should
not assume that the information in this prospectus or any prospectus supplement
is accurate as of any date other than the date on the front of those documents.
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act. These forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond our control, that
could cause actual results to differ materially from those set forth in, or
implied by, our forward-looking statements. All statements other than statements
of historical facts included in this prospectus regarding our business strategy,
future operations, financial position, estimated revenues, projected costs,
prospects, plans and objectives of management, as well as information concerning
expected actions of third parties, are forward-looking statements. When used in
this prospectus, the words "anticipate," "intend," "estimate," "expect,"
"project" and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such identifying
words. All forward-looking statements speak only as of the date of this
prospectus. We do not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to be correct. Important factors that could cause our
actual results to differ materially from our expectations, or "cautionary
statements," are disclosed under "Risk Factors" and elsewhere in this
prospectus. The cautionary statements qualify all forward-looking statements
attributable to us or persons acting on our behalf.
iii
CONSTELLATION BRANDS, INC.
Constellation Brands, Inc. is a leading international producer and
marketer of beverage alcohol brands with a broad portfolio across the wine,
spirits and imported beer categories. We have the largest wine business in the
world and are the largest multi-category supplier of beverage alcohol in the
United States; a leading producer and exporter of wine from Australia and New
Zealand; and both a major producer and independent drinks wholesaler in the
United Kingdom. Our strong market positions increase our purchasing power and
make us a supplier of choice to our customers.
With our broad product portfolio, we believe we are distinctly
positioned to satisfy an array of consumer preferences across all beverage
alcohol categories and price points. Many of our products are recognized leaders
in their respective categories. Leading brands in our portfolio include Corona
Extra, Modelo Especial, Pacifico, St. Pauli Girl, Franciscan Oakville Estate,
Simi, Estancia, Ravenswood, Blackstone, Banrock Station, Hardys, Nobilo,
Houghton, Leasingham, Almaden, Inglenook, Arbor Mist, Vendange, Alice White,
Stowells, Black Velvet, Fleischmann's, Schenley, Ten High and Blackthorn.
Since our founding in 1945 as a producer and marketer of wine products,
we have grown through a combination of internal growth and acquisitions. Our
internal growth has been driven by leveraging our existing portfolio of leading
brands, developing new products, new packaging and line extensions, and focusing
on the faster growing sectors of the beverage alcohol industry.
THE GUARANTORS
The guarantors of the debt securities may include the following
companies, each of which is a direct or indirect subsidiary of Constellation
Brands, Inc.: Allberry, Inc., Barton Beers, Ltd., Barton Beers of Wisconsin,
Ltd., Barton Brands of California, Inc., Barton Brands of Georgia, Inc., Barton
Brands, Ltd., Barton Canada, Ltd., Barton Distillers Import Corp., Barton
Financial Corporation, Barton Incorporated, Canandaigua B.V., CBI Australia
Holdings Pty Limited, Constellation Australia Pty Limited, Constellation
International Holdings Limited, Canandaigua Limited, Canandaigua Wine Company,
Inc., Cloud Peak Corporation, Franciscan Vineyards, Inc., M.J. Lewis Corp.,
Monarch Import Company, Mt. Veeder Corporation and Roberts Trading Corp.
If so provided in a prospectus supplement, each of the guarantors will
fully and unconditionally guarantee on a joint and several basis our obligations
under the debt securities, subject to certain limitations.
RISK FACTORS
BEFORE YOU BUY ANY SECURITIES OFFERED BY THIS PROSPECTUS OR A
PROSPECTUS SUPPLEMENT, YOU SHOULD BE AWARE THAT THERE ARE VARIOUS RISKS,
INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CONSIDER CAREFULLY THESE RISK
FACTORS, TOGETHER WITH ALL OF THE OTHER INFORMATION IN THIS PROSPECTUS, ANY
PROSPECTUS SUPPLEMENT AND THE DOCUMENTS THAT ARE INCORPORATED BY REFERENCE
BEFORE YOU DECIDE TO ACQUIRE ANY SECURITIES.
OUR INDEBTEDNESS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL HEALTH.
We have incurred substantial indebtedness to finance our acquisitions
and we may incur substantial additional indebtedness in the future to finance
further acquisitions or for other purposes. Our ability to satisfy our debt
obligations outstanding from time to time will depend upon our future operating
performance, which is subject to prevailing economic conditions, levels of
interest rates and financial, business and other factors, many of which are
beyond our control. Therefore, there can be no assurance that our cash flow from
operations will be sufficient to meet all of our debt service requirements and
to fund our capital expenditure requirements.
Our current and future debt service obligations and covenants could
have important consequences to you if you purchase the securities offered by
this prospectus. These consequences may include the following:
o our ability to obtain financing for future working capital needs or
acquisitions or other purposes may be limited;
o a significant portion of our cash flow from operations will be
dedicated to the payment of principal and interest on our
indebtedness, thereby reducing funds available for operations;
o our ability to conduct our business could be limited by restrictive
covenants; and
o we may be more vulnerable to adverse economic conditions than our
less leveraged competitors and, thus, may be limited in our ability
to withstand competitive pressures.
The restrictive covenants and provisions in our senior credit facility
and the indentures under which our debt securities have been issued include,
among others, those restricting additional liens, additional borrowing, the sale
of assets, changes of control, the payment of dividends, transactions with
affiliates, the making of investments and certain other fundamental changes. Our
senior credit facility also contains restrictions on acquisitions and certain
financial ratio tests including a debt coverage ratio, a senior debt coverage
ratio, a fixed charges ratio and an interest coverage ratio. These restrictions
could limit our ability to conduct business. A failure to comply with the
obligations contained in our senior credit facility, our existing indentures or
other loan agreements, or indentures or loan agreements entered into in the
future could result in an event of default under such agreements, which could
require us to immediately repay the related debt and also debt under other
agreements that may contain cross-acceleration or cross-default provisions.
OUR ACQUISITION AND JOINT VENTURE STRATEGIES MAY NOT BE SUCCESSFUL.
We have made a number of acquisitions, including our recent acquisition
of BRL Hardy Limited, now known as Hardy Wine Company Limited, or Hardy, and
anticipate that we may, from time to time, acquire additional businesses, assets
or securities of companies that we believe would provide a strategic fit with
our business. Acquired businesses will need to be integrated with our existing
operations. There can be no assurance that we will effectively assimilate the
business or product offerings of acquired companies into our business or product
offerings. We have also entered into joint ventures and may enter into
additional joint ventures.
Acquisitions are also accompanied by risks such as potential exposure
to unknown liabilities of acquired companies, the possible loss of key employees
and customers of the acquired business. Acquisitions are subject to risks
associated with the difficulty and expense of integrating the operations and
personnel of the acquired companies, the potential disruption to our business
and the diversion of management time and attention.
We share control of existing joint ventures and may not have majority
interest or control of future joint ventures, and, therefore, there is the risk
that our joint venture partners may at any time have economic, business or legal
interests or goals that are inconsistent with our interests or goals or those of
the joint venture. There is also risk that our joint venture partners may be
unable to meet their economic or other obligations and that we may be required
to fulfill those obligations alone.
Failure by us or an entity in which we have a joint venture interest to
adequately manage the risks associated with any acquisitions or joint ventures
could have a material adverse effect on our financial condition or results of
operations. There can be no assurance that any of our acquisitions or joint
ventures will be profitable.
COMPETITION COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.
We are in a highly competitive industry and the dollar amount and unit
volume of our sales could be negatively affected by our inability to maintain or
increase prices, changes in geographic or product mix, a general decline in
beverage alcohol consumption or the decision of our wholesale customers,
retailers or consumers to purchase competitive products instead of our products.
Wholesaler, retailer and consumer purchasing decisions are influenced by, among
other things, the perceived absolute or relative overall value of our products,
including their quality and pricing, compared to competitive products. Unit
volume and dollar sales could also be affected by pricing, purchasing,
financing, operational, advertising or promotional decisions made by wholesalers
and retailers which could affect their supply of, or consumer demand for, our
products. We could also experience higher than expected selling, general and
2
administrative expenses if we find it necessary to increase the number of our
personnel or our advertising or promotional expenditures to maintain our
competitive position or for other reasons.
AN INCREASE IN EXCISE TAXES OR GOVERNMENT REGULATIONS COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS.
In the United States, the United Kingdom, Australia and other countries
in which we operate, we are subject to excise and other taxes on beverage
alcohol products in varying amounts which have been subject to change.
Significant increases in excise taxes on beverage alcohol products could
materially and adversely affect our financial condition or results of
operations. Recently, many states have considered proposals to increase, and
some of these states have increased, state alcohol excise taxes. In addition,
the beverage alcohol products industry is subject to extensive regulation by
federal, state, local and foreign governmental agencies concerning such matters
as licensing, trade and pricing practices, required labeling and advertising.
New or revised regulations or increased licensing fees, requirements or taxes
could have a material adverse effect on our financial condition or results of
operations.
WE RELY ON THE PERFORMANCE OF WHOLESALE DISTRIBUTORS, MAJOR RETAILERS AND CHAINS
FOR THE SUCCESS OF OUR BUSINESS.
In the United States, we sell our products principally to wholesalers
for resale to retail outlets including grocery stores, package liquor stores,
club and discount stores and restaurants. In the United Kingdom and Australia,
we sell our products principally to wholesalers and directly to major retailers
and chains. The replacement or poor performance of our major wholesalers,
retailers or chains or our inability to collect accounts receivable from our
major wholesalers, retailers or chains could materially and adversely affect our
results of operations and financial condition. Distribution channels for
beverage alcohol products have been consolidating in recent years. In addition,
wholesalers and retailers of our products offer products which compete directly
with our products for retail shelf space and consumer purchases. Accordingly,
there is a risk that wholesalers or retailers may give higher priority to
products of our competitors. In the future, our wholesalers and retailers may
not continue to purchase our products or provide our products with adequate
levels of promotional support.
OUR BUSINESS COULD BE ADVERSELY AFFECTED BY A DECLINE IN THE CONSUMPTION OF
PRODUCTS WE SELL.
Although since 1995 there have been modest increases in consumption of
beverage alcohol products in most of our product categories, there have been
periods in the past in which there were substantial declines in the overall per
capita consumption of beverage alcohol products in the United States and other
markets in which we participate. A limited or general decline in consumption in
one or more of our product categories could occur in the future due to a variety
of factors, including:
o a general decline in economic conditions;
o increased concern about the health consequences of consuming
beverage alcohol products and about drinking and driving;
o a trend toward a healthier diet including lighter, lower calorie
beverages such as diet soft drinks, juices and water products;
o the increased activity of anti-alcohol consumer groups; and
o increased federal, state or foreign excise and other taxes on
beverage alcohol products.
WE GENERALLY PURCHASE RAW MATERIALS UNDER SHORT-TERM SUPPLY CONTRACTS, AND WE
ARE SUBJECT TO SUBSTANTIAL PRICE FLUCTUATIONS FOR GRAPES AND GRAPE-RELATED
MATERIALS AND WE HAVE A LIMITED GROUP OF SUPPLIERS OF GLASS BOTTLES.
Our business is heavily dependent upon raw materials, such as grapes,
grape juice concentrate, grains, alcohol and packaging materials from
third-party suppliers. We could experience raw material supply, production or
shipment difficulties that could adversely affect our ability to supply goods to
our customers. We are also directly affected by increases in the costs of raw
materials. In the past, we have experienced dramatic increases in the cost of
grapes. Although we believe we have adequate sources of grape supplies, in the
event demand for certain wine products exceeds expectations, we could experience
shortages.
3
One of our largest components of cost of goods sold is that of glass
bottles, which, in the United States and Australia, have only a small number of
producers. Currently, substantially all of our glass container requirements for
our United States operations are supplied by one producer and substantially all
of our glass container requirements for our Australian operations are supplied
by another producer. The inability of any of our glass bottle suppliers to
satisfy our requirements could adversely affect our business.
OUR GLOBAL OPERATIONS SUBJECT US TO CURRENCY RATE FLUCTUATIONS AND GEOPOLITICAL
UNCERTAINTY WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF
OPERATIONS.
We have operations throughout the world and, therefore, we are subject
to risks associated with currency fluctuations. We could experience changes in
our ability to obtain or hedge against fluctuations in exchange rates. We could
also be affected by nationalizations or unstable governments or legal systems or
intergovernmental disputes. These currency, economic and political uncertainties
may have a material adverse effect on our results of operations, especially to
the extent these matters, or the decisions, policies or economic strength of our
suppliers, affect our global operations.
WE HAVE A MATERIAL AMOUNT OF GOODWILL, AND IF WE ARE REQUIRED TO WRITE DOWN
GOODWILL, IT WOULD REDUCE OUR NET INCOME, WHICH IN TURN COULD MATERIALLY AND
ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
We have a material amount of goodwill, which is the amount by which the
costs of an acquisition accounted for using the purchase method exceeds the fair
value of the net assets acquired. On March 1, 2002, we adopted the Financial
Accounting Standards Board issued Statement of Financial Accounting Standard
("SFAS") No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142
goodwill is no longer amortized, but instead is subject to a periodic impairment
evaluation based on the fair value of the reporting unit. Reductions in our net
income caused by the write-down of goodwill could materially and adversely
affect our results of operations.
THE TERMINATION OR NON-RENEWAL OF OUR IMPORTED BEER DISTRIBUTION AGREEMENTS
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.
All of our imported beer products are marketed and sold pursuant to
exclusive distribution agreements with the suppliers of these products and are
subject to renewal from time to time. Our agreement to distribute Corona Extra
and our other Mexican beer brands in 25 primarily western U.S. states expires in
December 2006 and, subject to compliance with certain performance criteria,
continued retention of certain personnel and other terms of the agreement, will
be automatically renewed for additional terms of five years. Changes in control
of Constellation Brands, Inc. or its subsidiaries involved in importing the
Mexican beer brands, or changes in the chief executive officer of such
subsidiaries, may be a basis for the supplier, unless it consents to such
changes, to terminate the agreement. The supplier's consent to such changes may
not be unreasonably withheld. In addition, prior to their expiration, all of our
imported beer agreements may be terminated if we fail to meet certain
performance criteria. We believe that we are currently in compliance with all of
our material imported beer distribution agreements. From time to time we have
failed, and may in the future fail, to satisfy certain performance criteria in
our distribution agreements. It is possible that our beer distribution
agreements may not be renewed or may be terminated prior to expiration.
OUR FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2002 AND PRIOR
FISCAL YEARS WERE AUDITED BY ARTHUR ANDERSEN LLP.
Our consolidated financial statements for the fiscal year ended
February 28, 2002 and prior fiscal years were audited by Arthur Andersen LLP.
On August 31, 2002, Arthur Andersen LLP ceased to practice before the
SEC. Therefore, Arthur Andersen did not participate in the preparation of our
Annual Report on Form 10-K for the fiscal year ended February 28, 2003 that is
incorporated by reference into this prospectus (the "2003 Form 10-K"), did not
reissue its audit report with respect to the financial statements included in
the 2003 Form 10-K, and did not consent to the inclusion of a copy of its
previously issued audit report in the 2003 Form 10-K or the incorporation by
reference of such report into this prospectus. As a result, holders of our
securities may have no effective remedy against Arthur Andersen LLP in
connection with a material misstatement or omission in the financial statements
to which its audit report relates. In addition, even if such holders were able
to assert such a claim, because it has ceased operations, Arthur Andersen LLP
4
may fail or otherwise have insufficient assets to satisfy claims made by holders
of our securities that might arise under federal securities laws or otherwise
with respect to the audit report of Arthur Andersen LLP.
USE OF PROCEEDS
Except as we may otherwise set forth in a prospectus supplement, we
will use the net proceeds from the sale of the securities offered by this
prospectus for general corporate purposes, including, but not limited to,
repayment or refinancing of borrowings, working capital, capital expenditures
and acquisitions. Pending the application of the proceeds, we will invest the
proceeds in certificates of deposit, U.S. government securities or other
interest bearing securities.
DIVIDEND POLICY
We have not paid any cash dividends on our common stock since our
initial public offering in 1973. We pay quarterly dividends on our currently
outstanding shares of Series A mandatory convertible preferred stock,
represented by depositary shares, each representing 1/40 of a share of Series A
mandatory convertible preferred stock, in the amount of $14.3750 per share, or
$0.359375 per depositary share. Except for earnings used to pay the dividends on
the Series A mandatory convertible preferred stock, we currently intend to
retain all of our future earnings to finance the development and expansion of
our business. In addition, the indentures for our outstanding senior notes, our
outstanding senior subordinated notes, our existing senior credit facility and
the terms of our Series A mandatory convertible preferred stock may restrict the
payment of cash dividends under certain circumstances. Any indentures for debt
securities issued in the future, any credit agreements entered into in the
future and the terms of any preferred stock issued in the future may also
restrict or prohibit the payment of cash dividends.
5
RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth our historical ratio of earnings to
fixed charges and our historical ratio of earnings to combined fixed charges and
preferred stock dividends for the periods indicated. For the purpose of
calculating the ratio of earnings to fixed charges, "earnings" represent income
before provision for income taxes plus fixed charges. "Fixed charges" consist of
interest expensed and capitalized, amortization of debt issuance costs,
amortization of discount on debt, and the portion of rental expense that
management believes is representative of the interest component of lease
expense. "Preferred stock dividends" consist of income before taxes that is
required to pay the dividends on our outstanding Series A mandatory convertible
preferred stock. Ratios of earnings to combined fixed charges and preferred
stock dividends are computed by dividing earnings by the sum of fixed charges
and preferred stock dividends.
For the Fiscal Years Ended
For the Six For the Six February 28, For the Fiscal For the Fiscal
Months Ended Months Ended -------------------------- Year Ended Year Ended
August 31, 2003 August 31, 2002 2003 2002 2001 February 29, 2000 February 28, 1999
--------------- --------------- ---- ---- ---- ----------------- -----------------
Ratio of Earnings to
Fixed Charges 2.2x 3.5x 4.0x 2.9x 2.4x 2.1x 3.2x
Ratio of Earnings to
Combined Fixed Charges 2.2x 3.5x 4.0x 2.9x 2.4x 2.1x 3.2x
and Preferred Stock
Dividends
DESCRIPTION OF DEBT SECURITIES
We may offer debt securities under this prospectus, any of which may be
issued as convertible or exchangeable debt securities. The following description
of the terms of the debt securities sets forth certain general terms and
provisions of the debt securities to which any prospectus supplement may relate.
We will set forth the particular terms of the debt securities we offer in a
prospectus supplement. The extent, if any, to which the following general
provisions apply to particular debt securities will be described in the
applicable prospectus supplement. The following description of general terms
relating to the debt securities and the indenture under which the debt
securities will be issued are summaries only and therefore are not complete. You
should read the indenture and the prospectus supplement regarding any particular
issuance of debt securities.
The debt securities will represent our unsecured general obligations,
unless otherwise provided in the prospectus supplement. If so provided in a
prospectus supplement, the debt securities will have the benefit of the
guarantees from the guarantors. Our subsidiaries are separate and distinct legal
entities and have no obligation, contingent or otherwise, to pay any amounts due
pursuant to the debt securities or to make any funds available therefor, whether
by dividends, loans or other payments, other than as expressly provided in the
guarantees.
Our ability to service our indebtedness, including the debt securities,
is dependent primarily upon the receipt of funds from our subsidiaries. The
payment of dividends or the making of loans and advances to us by our
subsidiaries are subject to contractual, statutory or regulatory restrictions,
are contingent upon the earnings of those subsidiaries and are subject to
various business considerations. Further, any right we may have to receive
assets of any of our subsidiaries upon liquidation or recapitalization of any
such subsidiaries (and the consequent right of the holders of debt securities to
participate in those assets) will be subject to the claims of our subsidiaries'
creditors. Even in the event that we are recognized as a creditor of a
subsidiary, our claims would still be subject to any security interest in the
assets of such subsidiary and any indebtedness of such subsidiary senior to our
claim.
The debt securities will be issued under an indenture that will be
entered into with the guarantors and the trustee. The indenture will be subject
to, and governed by, the Trust Indenture Act of 1939.
Except to the extent set forth in a prospectus supplement, the
indenture will not contain any covenants or restrictions that afford holders of
the debt securities special protection in the event of a change of control or
highly leveraged transaction.
The following is a summary of certain provisions of the debt securities
that may be issued under the indenture, and is not complete. A description of
such debt securities shall be contained in a prospectus supplement. You should
6
carefully read the provisions of particular debt securities we may issue and the
indenture under which the debt securities are issued, including the definitions
in those documents of certain terms and of those terms made a part of those
documents by the Trust Indenture Act.
GENERAL
The indenture will not limit the aggregate principal amount of debt
securities which may be issued under it and provides that debt securities may be
issued in one or more series, in such form or forms, with such terms and up to
the aggregate principal amount that we may authorize from time to time. The
particular terms of the debt securities offered pursuant to any prospectus
supplement will be described in the prospectus supplement. All debt securities
of one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of any holder, for
issuances of additional debt securities of that series.
Unless otherwise provided in the prospectus supplement, debt securities
may be presented for registration of transfer and exchange and for payment or,
if applicable, for conversion or exchange at the office of the trustee.
At our option, the payment of interest may also be made by check mailed
to the address of the person entitled to such payment as it appears in the debt
security register.
The applicable prospectus supplement will describe the following terms
of any debt securities in respect of which this prospectus is being delivered
(to the extent applicable to the debt securities):
(1) the title of the debt securities of the series, and
whether the debt securities are senior debt securities or subordinated debt
securities and, if subordinated debt securities, the specific subordination
provisions applicable thereto;
(2) the total principal amount of the debt securities of the
series and any limit on the total principal amount;
(3) the price (expressed as a percentage of the principal
amount of the debt securities) at which we will issue the debt securities of the
series;
(4) the terms, if any, by which holders may convert or
exchange the debt securities of the series into or for our common stock or other
of our securities or property;
(5) if the debt securities of the series are convertible or
exchangeable, any limitations on the ownership or transferability of the
securities or property into which holders may convert or exchange the debt
securities;
(6) the date or dates, or the method for determining the date
or dates, on which we will be obligated to pay the principal of the debt
securities of the series and the amount of principal we will be obligated to
pay;
(7) the rate or rates, which may be fixed or variable, at
which the debt securities of the series will bear interest, if any, or the
method by which the rate or rates will be determined;
(8) the date or dates, or the method for determining the date
or dates, from which any interest will accrue on the debt securities of the
series, the dates on which we will be obligated to pay any such interest, the
regular record dates if any, for the interest payments, or the method by which
the dates shall be determined, the persons to whom we will be obligated to pay
interest, and the basis upon which interest shall be calculated if other than
that of a 360-day year consisting of twelve 30-day months;
(9) the place or places where the principal of, and any
premium, make-whole amount, interest or other amounts payable (if any) on, the
debt securities of the series will be payable, where the holders of the debt
securities may surrender debt securities for conversion, transfer or exchange,
and where notices or demands to or upon us in respect of the debt securities and
the indenture may be served;
(10) any provisions relating to the issuance of the debt
securities at an original issue discount;
7
(11) the period or periods during which, the price or prices
(including any premium or make-whole amount) at which, the currency or
currencies in which, and the other terms and conditions upon which, we may
redeem the debt securities of the series, at our option, if we have such an
option;
(12) any obligation of ours to redeem, repay or purchase debt
securities pursuant to any sinking fund or analogous provision or at the option
of a holder of debt securities, and the terms and conditions upon which we will
redeem, repay or purchase all or a portion of the debt securities of the series
pursuant to that obligation;
(13) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which the debt securities shall be
issuable;
(14) if the principal amount payable on any maturity date will
not be determinable on any one or more dates prior to the maturity date, the
amount which will be deemed to be the principal amount as of any date for any
purpose, including the principal amount which will be due and payable upon any
maturity other than the maturity date, or the manner of determining that amount;
(15) any events of default in lieu of or in addition to those
described in this prospectus and remedies relating to such events of default;
(16) if other than the trustee, the identity of each security
registrar or paying agent for debt securities of the series;
(17) the currency or currencies in which we will sell the debt
securities and in which principal of, and any premium, make-whole amount, or
interest or other amounts payable (if any) on, the debt securities of the series
will be denominated and payable;
(18) whether the amount of payment of principal of, and any
premium, make-whole amount, or interest or other amounts payable (if any) on,
the debt securities of the series may be determined with reference to an index,
formula or other method and the manner in which the amounts will be determined;
(19) whether the principal of, and any premium, make-whole
amount, interest or other amounts payable (if any) on, the debt securities of
the series are to be payable, at our election or at the election of the holder
of the debt securities, in a currency or currencies other than that in which the
debt securities are denominated or stated to be payable, the period or periods
during which, and the terms and conditions upon which, this election may be
made, and the time and manner of, and identity of the exchange rate agent with
responsibility for, determining the exchange rate between the currency or
currencies in which the debt securities are denominated or stated to be payable
and the currency or currencies in which the debt securities will be payable;
(20) any applicable U.S. federal income tax consequences,
including whether and under what circumstances we will pay any additional
amounts as contemplated in the applicable supplemental indenture on the debt
securities to any holder who is not a U.S. person in respect of any tax,
assessment or governmental charge withheld or deducted and, if we will pay
additional amounts, whether we will have the option, and on what terms to redeem
the debt securities instead of paying the additional amounts;
(21) if receipt of certain certificates or other documents or
satisfaction of other conditions will be necessary for any purpose, including,
without limitation, as a condition to the issuance of the debt securities in
definitive form (whether upon original issue or upon exchange of a temporary
debt security), the form and terms of such certificates, documents or
conditions;
(22) any other covenant or warranty included for the benefit
of the debt securities of the series;
(23) whether the debt securities will be issued in whole or in
part in the form of one or more global securities and, in such case, the
depositary for such a global security and the circumstances under which any
global security may be exchanged for debt securities registered in the name of,
and under which any transfer of such global security may be registered in the
name of, any person other than the depositary;
(24) whether the debt securities are defeasible;
8
(25) whether and the extent that the debt securities shall be
guaranteed by the guarantors and the form of any such guarantee;
(26) any proposed listing of the debt securities of the series
on any securities exchange; and
(27) any other specific terms of the debt securities.
Unless otherwise indicated in the prospectus supplement relating to the
debt securities, principal of and any premium or interest on the debt securities
will be payable, and the debt securities will be exchangeable and transfers
thereof will be registrable, at the office of the trustee at its principal
executive offices. However, at our option, payment of interest may be made by
check mailed to the address of the person entitled thereto as it appears in the
debt security register. Any payment of principal and any premium or interest
required to be made on an interest payment date, redemption date or at maturity
which is not a business day need not be made on such date, but may be made on
the next succeeding business day with the same force and effect as if made on
the applicable date, and no interest shall accrue for the period from and after
such date.
Unless otherwise indicated in the prospectus supplement relating to
debt securities, the debt securities will be issued only in fully registered
form, without coupons, in denominations of $1,000 or any integral multiple
thereof. No service charge will be made for any transfer or exchange of the debt
securities, but we may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with a transfer or exchange.
Debt securities may be issued under the indenture as Original Issue
Discount Securities (as defined below). Federal income tax consequences and
other special considerations applicable to any such Original Issue Discount
Securities (or other debt securities treated as issued at an original issue
discount) will be described in the prospectus supplement relating to such
securities. "Original Issue Discount Security" generally means any debt security
that (i) is issued at a price lower than its principal amount (subject to a de
minimus exception), (ii) does not require the payment of interest in cash or
property (other than debt instruments of the issuer) at least annually
throughout the term of the debt security or (iii) is issuable in exchange for
property (including other debt instruments) and does not provide for adequate
stated interest.
GLOBAL SECURITIES
The debt securities of a series may be issued in the form of one or
more global securities that will be deposited with a depositary or its nominees
identified in the prospectus supplement relating to the debt securities. In such
a case, one or more global securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding debt securities of the series to be represented by such global
security or securities.
Unless and until it is exchanged in whole or in part for debt
securities in definitive registered form, a global security may not be
registered for transfer or exchange except as a whole by the depositary for such
global security to a nominee of the depositary and except in the circumstances
described in the prospectus supplement relating to the debt securities. The
specific terms of the depositary arrangement with respect to a series of debt
securities will be described in the prospectus supplement relating to such
series.
GUARANTEES
In order to enable us to obtain more favorable interest rates and terms
of payment of principal of, premiums (if any), make-whole amounts (if any) and
interest on the debt securities, the debt securities may (if so specified in the
prospectus supplement) be guaranteed, jointly and severally by all of the
guarantors pursuant to guarantees. Guarantees will not be applicable to or
guarantee our obligations with respect to the conversion of the debt securities
into shares of our capital stock or other securities. Each guarantee will be an
unsecured obligation of each guarantor issuing such guarantee. The ranking of a
guarantee and the terms of the subordination, if any, will be set forth in the
prospectus supplement.
The indenture provides that, in the event any guarantee would
constitute or result in a violation of any applicable fraudulent conveyance or
similar law of any relevant jurisdiction, the liability of the guarantor under
such guarantee will be reduced to the maximum amount (after giving effect to all
9
other contingent and other liabilities of such guarantor) permissible under the
applicable fraudulent conveyance or similar law.
MODIFICATION OF THE INDENTURE
We and the trustee may modify the indenture with respect to the debt
securities of any series, with or without the consent of the holders of debt
securities, under certain circumstances to be described in a prospectus
supplement.
DEFEASANCE; SATISFACTION AND DISCHARGE
The prospectus supplement will outline the conditions under which we
may elect to have certain of our obligations under the indenture discharged and
under which the indenture obligations will be deemed to be satisfied.
DEFAULTS AND NOTICE
The debt securities will contain events of default to be specified in
the applicable prospectus supplement, including, without limitation:
o failure to pay the principal of, or premium or make-whole amount,
if any, on any debt security of such series when due and payable
(whether at maturity, by call for redemption, through any mandatory
sinking fund, by redemption at the option of the holder, by
declaration or acceleration or otherwise);
o failure to make a payment of any interest on any debt security of
such series when due;
o our, or any guarantor's, failure to perform or observe any other
covenants or agreements in the indenture or in the debt securities
of such series;
o certain events of bankruptcy, insolvency or reorganization of us or
any guarantor;
o any guarantee in respect of such series of debt securities shall
for any reason cease to be, or be asserted in writing by any
guarantor thereof or us not to be, in full force and effect, and
enforceable in accordance with its terms; and
o certain cross defaults.
If an event of default with respect to debt securities of any series
shall occur and be continuing, the trustee or the holders of not less than 25%
in aggregate principal amount of the then outstanding debt securities of such
series may declare the principal amount (or, if the debt securities of such
series are issued at an original issue discount, such portion of the principal
amount as may be specified in the terms of the debt securities of such series)
of all debt securities of such series or such other amount or amounts as the
debt securities or supplemental indenture with respect to such series may
provide, to be due and payable immediately.
The indenture provides that the trustee will, within 90 days after the
occurrence of a default, give to holders of debt securities of any series notice
of all uncured defaults with respect to such series known to it. However, in the
case of a default that results from the failure to make any payment of the
principal of, premium or make-whole amount, if any, or interest on the debt
securities of any series, or in the payment of any mandatory sinking fund
installment with respect to debt securities of such series, the trustee may
withhold such notice if it in good faith determines that the withholding of such
notice is in the interest of the holders of debt securities of such series.
The indenture contains a provision entitling the trustee to be
indemnified by holders of debt securities before proceeding to exercise any
trust or power under the indenture at the request of such holders. The indenture
provides that the holders of a majority in aggregate principal amount of the
then outstanding debt securities of any series may direct the time, method and
place of conducting any proceedings for any remedy available to the trustee, or
of exercising any trust or power conferred upon the trustee with respect to the
debt securities of such series. However, the trustee may decline to follow any
such direction if, among other reasons, the trustee determines in good faith
that the actions or proceedings as directed may not lawfully be taken, would
10
involve the trustee in personal liability or would be unduly prejudicial to the
holders of the debt securities of such series not joining in such direction.
The right of a holder to institute a proceeding with respect to the
indenture is subject to certain conditions including, that the holders of a
majority in aggregate principal amount of the debt securities of such series
then outstanding make a written request upon the trustee to exercise its power
under the indenture, indemnify the trustee and afford the trustee reasonable
opportunity to act. Even so, the holder has an absolute right to receipt of the
principal of, premium, if any, and interest when due, to require conversion or
exchange of debt securities if the indenture provides for convertibility or
exchangeability at the option of the holder and to institute suit for the
enforcement of such rights.
CONCERNING THE TRUSTEE
The prospectus supplement with respect to particular debt securities
will describe any relationship that we may have with the trustee for such debt
securities.
REPORTS TO HOLDERS OF DEBT SECURITIES
We intend to furnish to holders of debt securities all quarterly and
annual reports that we furnish to holders of our common stock.
DESCRIPTION OF PREFERRED STOCK
Our board of directors is authorized to issue in one or more series,
without stockholder approval, up to 1,000,000 shares of preferred stock. 170,500
of these shares have been designated as Series A mandatory convertible preferred
stock. The remaining 829,500 undesignated shares of preferred stock can be
issued with such designations, preferences, qualifications, privileges,
limitations, restrictions, options, voting powers (full or limited), conversion
or exchange rights and other special or relative rights as the board of
directors shall from time to time fix by resolution. Thus, without stockholder
approval, our board of directors could authorize the issuance of preferred stock
with voting, conversion and other rights that could dilute the voting power and
other rights of holders of our common stock. The prospectus supplement relating
to a series of preferred stock will set forth the dividend, voting, conversion,
exchange, repurchase and redemption rights, if applicable, the liquidation
preference, and other specific terms of such series of preferred stock.
The description of certain provisions of the preferred stock set forth
in any prospectus supplement does not purport to be complete and is subject to
and qualified in its entirety by reference to our certificate of incorporation
and the certificate of designations relating to each series of preferred stock.
The applicable prospectus supplement will describe the specific terms of any
series of preferred stock being offered which may include:
o the specific designation, number of shares, seniority and purchase
price;
o any liquidation preference per share;
o any date of maturity;
o any redemption, repayment or sinking fund provisions;
o any dividend rate or rates and the dates on which any such
dividends will be payable (or the method by which such rates or
dates will be determined);
o any voting rights;
o if other than the currency of the United States, the currency or
currencies (including composite currencies) in which such preferred
stock is denominated and in which payments will or may be payable;
o the method by which amounts in respect of such series of preferred
stock may be calculated and any commodities, currencies or indices,
or value, rate or price, relevant to such calculation;
11
o whether such series of preferred stock is convertible or
exchangeable and, if so, the securities or rights into which it is
convertible or exchangeable, and the terms and conditions upon
which such conversions or exchanges will be effected;
o the place or places where dividends and other payments on such
series of preferred stock will be payable; and
o any additional voting, dividend, liquidation, redemption and other
rights, preferences, privileges, limitations and restrictions.
As described under "Description of Depositary Shares" below, we may, at
our option, elect to offer depositary shares evidenced by depositary receipts,
each representing an interest (to be specified in the prospectus supplement
relating to the particular series of preferred stock) in a share of the
particular series of preferred stock issued and deposited with a depositary.
All shares of preferred stock currently outstanding are, and the shares
of preferred stock offered by this prospectus, or issuable upon conversion,
exchange or exercise of securities, will, when issued, be validly issued and
fully paid and non-assessable.
DESCRIPTION OF DEPOSITARY SHARES
We may offer fractional shares of preferred stock rather than full
shares of preferred stock, and, in that event, will issue receipts for
depositary shares. Each of these depositary shares will represent a fraction,
which will be set forth in the applicable prospectus supplement, of a share of
the applicable series of preferred stock. The shares of any series of preferred
stock underlying any depositary shares that we may sell under this prospectus
will be deposited under a deposit agreement between us and a depositary selected
by us. Subject to the terms of the deposit agreement, each holder of a
depositary share will be entitled, in proportion to the applicable fraction of a
share of the preferred stock underlying the depositary share, to all of the
rights, preferences and privileges, and be subject to the qualifications and
restrictions, of the preferred stock underlying that depositary share. The
description set forth below and in any prospectus supplement of certain
provisions of the deposit agreement and of the depositary shares and depositary
receipts is not complete. You should carefully review the prospectus supplement
and the form of deposit agreement and form of depositary receipts relating to
each series of preferred stock.
GENERAL
We may, at our option, elect to have shares of any series of preferred
stock be represented by depositary shares. The shares of any series of preferred
stock underlying the depositary shares will be deposited under a separate
deposit agreement that we will enter with a bank or trust company having its
principal office in the United States and a combined capital and surplus of at
least $50,000,000. This bank or trust company will be considered the depositary.
The prospectus supplement relating to a series of depositary shares will set
forth the name and address of the depositary. Subject to the terms of the
deposit agreement, each owner of a depositary share will be entitled, in
proportion to the applicable interest in the number of shares of such series of
preferred stock underlying such depositary share, to all the rights and
preferences of such series of preferred stock underlying such depositary share
(including dividend, voting, redemption, conversion, exchange and liquidation
rights).
The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement, each of which will represent the applicable
interest in a number of shares of such series of preferred stock described in
the applicable prospectus supplement.
Unless otherwise specified in the prospectus supplement, a holder of
depositary shares is not entitled to receive the shares of such series of
preferred stock underlying the depositary shares.
Pending the preparation of definitive depositary receipts, the
depositary may, upon our written order, issue temporary depositary receipts
substantially identical to the definitive depositary receipts. Definitive
depositary receipts will thereafter be prepared without unreasonable delay.
12
DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary will distribute all cash dividends or other cash
distributions received in respect of the applicable series of preferred stock to
the record holders of depositary shares representing such preferred stock in
proportion to the numbers of depositary shares owned by the holders on the
relevant record date.
In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
entitled to such property, as nearly as practicable, in proportion to the number
of depositary shares owned by the holder. However, if the depositary determines
that it is not feasible to make such distribution, it may, with our approval,
sell such property and distribute the net proceeds from such sale to the
holders. The amounts distributed by the depositary may be reduced by any amount
required to be withheld by us or the depositary on account of taxes.
The deposit agreement also contains provisions relating to the manner
in which any subscription or similar rights we offer to holders of preferred
stock shall be made available to holders of depositary shares.
CONVERSION AND EXCHANGE
If any preferred stock underlying the depositary shares is subject to
provisions relating to its conversion or exchange as set forth in the prospectus
supplement relating thereto, each record holder of depositary shares will have
the right or obligation to convert or exchange such depositary shares pursuant
to its terms.
REDEMPTION OF DEPOSITARY SHARES
If a series of preferred stock underlying the depositary shares is
subject to redemption, the depositary shares will be redeemed from the proceeds
received by the depositary resulting from the redemption, in whole or in part,
of the series of preferred stock held by the depositary. The redemption price
per depositary share will be equal to the aggregate redemption price payable
with respect to the number of shares of such series of preferred stock
underlying the depositary shares. Whenever we redeem a series of preferred stock
from the depositary, the depositary will redeem as of the same redemption date a
proportionate number of depositary shares representing the shares of such series
of preferred stock that were redeemed. If less than all the depositary shares
are to be redeemed, the depositary shares to be redeemed will be selected by lot
or pro rata as we may determine.
After the date fixed for redemption, the depositary shares so called
for redemption will no longer be deemed to be outstanding and all rights of the
holders of the depositary shares will cease, except the right to receive the
redemption price payable upon such redemption. Any funds we deposit with the
depositary for any depositary shares which the holders fail to redeem will be
returned to us after a period of two years from the date we deposit such funds.
VOTING
Upon receipt of notice of any meeting or action in lieu of any meeting
at which the holders of any shares of a series of preferred stock underlying the
depositary shares are entitled to vote, the depositary will mail the information
contained in such notice to the record holders of the depositary shares relating
to such shares of preferred stock. Each record holder of such depositary shares
on the record date (which will be the same date as the record date for such
series of preferred stock) will be entitled to instruct the depositary as to the
exercise of the voting rights pertaining to the number of shares of such series
of preferred stock underlying such holder's depositary shares. The depositary
will endeavor, as practicable, to vote the number of shares of such series of
preferred stock underlying such depositary shares in accordance with such
instructions, and we will agree to take all action which may be deemed necessary
by the depositary in order to enable the depositary to do so. If the depositary
does not receive instructions from the holders of depositary shares, the
depositary will abstain from voting the preferred stock that underlies these
depositary shares.
13
AMENDMENT OF THE DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment which materially and
adversely alters the rights of the existing holders of depositary shares will
not be effective unless such amendment has been approved by the holders of at
least a majority of the depositary shares then outstanding.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges that
arise solely from the existence of the depositary arrangements. We will pay
charges of the depositary in connection with the initial deposit of the
applicable series of preferred stock and any exchange or redemption of such
series of preferred stock. Holders of depositary shares will pay all other
transfer and other taxes and governmental charges, and, in addition, such other
charges as are expressly provided in the deposit agreement to be for their
accounts.
MISCELLANEOUS
We, or at our option, the depositary, will forward to the holders of
depositary shares all of our reports and communications which we are required to
furnish to the holders of the series preferred stock represented by the
depository receipts.
Neither we nor the depositary will be liable if we or the depositary is
prevented or delayed by law or any circumstances beyond our or its control in
performing our or its obligations under the deposit agreement. Our obligations
and the depositary's obligations under the deposit agreement will be limited to
performance in good faith and neither we nor the depositary will be obligated to
prosecute or defend any legal proceeding in respect of any depositary share or
preferred stock unless satisfactory indemnity has been furnished. Both we and
the depositary may rely upon written advice of counsel or accountants, or
information provided by persons presenting preferred stock for deposit, holders
of depositary shares or other persons believed to be competent and on documents
believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY; TERMINATION OF THE DEPOSIT AGREEMENT
The depositary may resign at any time by delivering notice to us of its
election to do so, and we may at any time remove the depositary. Any such
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of such appointment. We will appoint a successor
depositary within 60 days after delivery of the notice of resignation or
removal. We may terminate the deposit agreement or it may be terminated by the
depositary if a period of 90 days expires after the depositary has delivered
written notice to us of its election to resign and we have not appointed a
successor depositary. Upon termination of the deposit agreement, the depositary
will discontinue the transfer of depositary receipts, will suspend the
distribution of dividends to the holders of depositary receipts, and will not
give any further notices (other than notice of such termination) or perform any
further acts under the deposit agreement except that the depositary will
continue to deliver the applicable series of preferred stock certificates,
together with dividends and distributions and the net proceeds of any sales of
rights, preferences, privileges or other property in exchange for depositary
receipts surrendered. Upon our request, the depositary will deliver to us all
books, records, certificates evidencing the applicable series of preferred
stock, depositary receipts and other documents relating to the subject matter of
the deposit agreement.
DESCRIPTION OF COMMON STOCK
If we offer shares of Class A common stock, the prospectus supplement
will set forth the number of shares offered, the public offering price,
information regarding our dividend history and Class A common stock prices as
reflected on the New York Stock Exchange or other exchange that the Class A
common stock is then listed, including a recent reported last sale price of the
Class A common stock.
Our authorized common stock consists of 305,000,000 shares, of which
275,000,000 shares are Class A common stock, par value $.01 per share, and
30,000,000 shares are Class B common stock, par value $.01 per share. At
14
September 30, 2003, we had 93,077,510 shares of Class A common stock outstanding
and held of record by 1,001 stockholders, and 12,068,730 shares of Class B
common stock outstanding and held of record by 242 stockholders. In addition, at
September 30, 2003, options to purchase an aggregate of 12,734,821 shares of
Class A common stock were outstanding.
All shares of Class A common stock and Class B common stock currently
outstanding are, and the shares of Class A common stock offered by this
prospectus will, when issued, be validly issued and fully paid and
non-assessable, not subject to redemption and without preemptive or other rights
to subscribe for or purchase any proportionate part of any new or additional
issues of stock of any class or of securities convertible into stock of any
class.
The following descriptions of our Class A common stock and certain
provisions of our Restated Certificate of Incorporation and Amended and Restated
By-Laws are summaries and are not complete. You should carefully review the
provisions of our certificate of incorporation and by-laws and appropriate
provisions of the Delaware General Corporation Law.
GENERAL
The rights of holders of Class A common stock and Class B common stock
are identical except for voting, dividends and conversion rights.
VOTING
Holders of Class A common stock are entitled to one vote per share and
holders of Class B common stock are entitled to 10 votes per share. Holders of
Class A common stock, voting as a class, are entitled to elect at least one
fourth of the members of our board of directors to be elected at a meeting of
stockholders. The holders of Class A common stock are entitled to elect the
remaining directors voting together as a single class with holders of Class B
common stock, provided that the holders of Class A common stock have one vote
per share and the holders of Class B common stock have 10 votes per share. If
the number of outstanding shares of Class B common stock increases to an amount
equal to or more than 12 1/2% of the aggregate number of outstanding shares of
Class A common stock and Class B common stock, the holders of Class A common
stock, voting as a class, would still be entitled to elect at least one fourth
of the members of our board of directors to be elected at a meeting of
stockholders and the holders of Class B common stock, voting as a class, would
be entitled to elect the remaining directors.
On all other matters submitted to a vote of the stockholders, the
holders of Class A common stock and Class B common stock vote together as a
single class, except where a separate class vote is required under Delaware law.
DIVIDENDS
If we pay a cash dividend on Class B common stock, each share of Class
A common stock will receive an amount at least 10% greater than the amount of
the cash dividend per share paid on Class B common stock. In addition, our board
of directors may declare and pay a dividend on Class A common stock without
paying any dividend on Class B common stock. The indentures for our outstanding
senior notes, our outstanding senior subordinated notes, our existing senior
credit facility and the terms of our Series A mandatory convertible preferred
stock may restrict the payment of cash dividends under certain circumstances.
Any indentures for debt securities issued in the future, any credit agreements
entered into in the future and the terms of any preferred stock issued in the
future may also restrict or prohibit the payment of cash dividends.
CONVERSION
Each share of Class B common stock is convertible into one fully paid
and non-assessable share of Class A common stock at the option of the holder at
any time. The shares of Class A common stock are not convertible into or
exchangeable for shares of Class B common stock or any of our other securities.
15
OTHER PROVISIONS
Holders of Class A common stock and Class B common stock are entitled
to share pro rata in the distribution of our assets available for such purpose
in the event of our liquidation, dissolution or winding up, after payment of, or
provision for, creditors and distribution of, or provision for, preferential
amounts and unpaid accumulated dividends to holders of preferred stock, if any.
Holders of Class A common stock and Class B common stock have no preemptive
rights to subscribe for any additional securities of any class which we may
issue, and there are no redemption provisions or sinking fund provisions
applicable to any such classes, nor is the Class A common stock and Class B
common stock subject to calls or assessments.
CERTAIN STATUTORY PROVISIONS
We are subject to Section 203 of the Delaware General Corporation Law.
Section 203 prohibits a publicly held Delaware corporation from engaging in any
"business combination" with any "interested stockholder" for a period of three
years following the time that such person became an interested stockholder,
unless
o prior to the time of the business combination, the transaction is
approved by the board of directors of the corporation;
o upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the outstanding voting stock; or
o at or subsequent to such time the business combination is approved
by the board of directors and authorized at a meeting of the
corporation's stockholders by the affirmative vote of at least
662/3% of the outstanding voting stock that is not owned by the
interested stockholder.
For purposes of Section 203, a "business combination" includes a
merger, assets sale or other transaction resulting in a financial benefit to the
interested stockholder, and an "interested stockholder" is a person who,
together with affiliates and associates, owns (or within three years, did own)
15% or more of the corporation's voting stock.
PLAN OF DISTRIBUTION
We may sell securities on a negotiated or competitive bid basis to or
through one or more underwriters or dealers. We may also sell securities
directly to institutional investors or other purchasers or through agents. Any
underwriter, dealer or agent involved in the offer and sale of securities, and
any applicable commissions, discounts and other items constituting compensation
to such underwriters, dealers or agents, will be set forth in the prospectus
supplement.
We may effect distribution of securities from time to time in one or
more transactions at a fixed price or prices (which may be changed) or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
Unless otherwise indicated in a prospectus supplement, the obligations
of any underwriters to purchase securities will be subject to certain conditions
and the underwriters will be obligated to purchase all of the applicable
securities if any are purchased. If a dealer is used in a sale, we may sell the
securities to the dealer as principal. The dealer may then resell the securities
to the public at varying prices to be determined by the dealer at the time of
resale.
We or our agents may solicit offers to purchase securities from time to
time. Unless otherwise indicated in a prospectus supplement, any agent will be
acting on a best efforts basis for the period of its appointment.
In connection with the sale of securities, underwriters or agents may
receive compensation (in the form of discounts, concessions or commissions) from
us or from purchasers of securities for whom they may act as agents.
Underwriters may sell securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the distribution of
securities may be deemed to be underwriters as that term is defined in the
16
Securities Act, and any discounts or commissions received by them from us and
any profits on the resale of the securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified, and any such compensation received from
us will be described, in the related prospectus supplement.
Underwriters, dealers and agents may be entitled, under agreements with
us, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act.
If so indicated in the prospectus supplement, we will authorize agents
and underwriters to solicit offers by certain specified institutions to purchase
securities at the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in the future. Institutions with whom such contracts may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and other
institutions but shall in all cases be subject to our approval. Such contracts
will be subject only to those conditions set forth in the prospectus supplement
and the prospectus supplement will set forth the commission payable for
solicitation of such contracts. The obligations of any purchaser under any such
contract will be subject to the condition that the purchase of the securities
shall not be prohibited at the time of delivery under the laws of the
jurisdiction to which the purchaser is subject. The underwriters and other
agents will not have any responsibility in respect of the validity or
performance of such contracts.
The underwriters or agents and their associates may engage in
transactions with and perform services for us or our affiliates in the ordinary
course of their respective businesses.
The securities may or may not be listed on a national securities
exchange or traded in the over-the-counter market. No assurance can be given as
to the liquidity of the trading market for any such securities.
If underwriters or dealers are used in the sale, until the distribution
of the securities is completed, SEC rules may limit the ability of any such
underwriters and selling group members to bid for and purchase the securities.
As an exception to these rules, representatives of any underwriters are
permitted to engage in certain transactions that stabilize the price of the
securities. Such transactions may consist of bids or purchases for the purpose
of pegging, fixing or maintaining the price of the securities. If the
underwriters create a short position in the securities in connection with the
offerings (i.e., if they sell more securities than are set forth on the cover
page of the prospectus supplement) the representatives of the underwriters may
reduce that short position by purchasing securities in the open market. The
representatives of the underwriters may also elect to reduce any short position
by exercising all or part of any over-allotment option described in the
prospectus supplement. The representatives of the underwriters may also impose a
penalty bid on certain underwriters and selling group members. This means that
if the representatives purchase securities in the open market to reduce the
underwriters' short position or to stabilize the price of the securities, they
may reclaim the amount of the selling concession from the underwriters and
selling group members who sold those shares as part of the offering. In general,
purchases of a security for the purpose of stabilization or to reduce a short
position could cause the price of the security to be higher than it might be in
the absence of such purchases. The imposition of a penalty bid might also have
an effect on the price of the securities to the extent that it discourages
resales of the securities. We make no representation or prediction as to the
direction or magnitude of any effect that the transactions described above may
have on the price of the securities. In addition, the representatives of any
underwriters may determine not to engage in such transactions or that such
transactions, once commenced, may be discontinued without notice.
LEGAL OPINIONS
The validity of the securities offered by this prospectus will be
passed upon by McDermott, Will & Emery.
EXPERTS
The audited consolidated financial statements of Constellation Brands,
Inc. as of and for the fiscal year ended February 28, 2003 incorporated by
reference in this prospectus have been incorporated by reference herein in
reliance upon the report of KPMG LLP, independent accountants, and are
incorporated by reference herein upon the authority of said firm as experts in
accounting and auditing. The audit report on the February 28, 2003 consolidated
17
financial statements refers to KPMG LLP's audit of the disclosures added and
reclassifications and adjustments that were applied to restate the February 28,
2002 and 2001 consolidated financial statements. However, KPMG LLP was not
engaged to audit, review or apply any procedures to the February 28, 2002 and
2001 consolidated financial statements other than with respect to such
disclosures, reclassifications and adjustments.
The audited consolidated financial statements of Constellation Brands,
Inc. as of February 28, 2002 and for the fiscal years ended February 28, 2002
and 2001 incorporated by reference in this prospectus to the extent indicated in
their report have been audited by Arthur Andersen LLP, independent public
accountants, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports. Arthur Andersen LLP
has not reissued its audit report with respect to our audited consolidated
financial statements prepared by it and incorporated by reference in this
prospectus. In addition, Arthur Andersen LLP has not consented to the inclusion
of its audit report in our Annual Report on Form 10-K for the fiscal year ended
February 28, 2003 and incorporated by reference herein. As a result, you will
probably not have an effective remedy against Arthur Andersen LLP in connection
with a material misstatement or omission with respect to our consolidated
financial statements that were audited by Arthur Andersen LLP. Even if you were
able to assert such a claim successfully, as a result of its conviction and
other lawsuits and claims, Arthur Andersen LLP may not have sufficient assets to
satisfy claims made by us or by our investors that might arise under federal
securities laws or otherwise relating to any alleged material misstatement or
omission with respect to our audited consolidated financial statements audited
by Arthur Andersen LLP.
The audited consolidated financial statements of BRL Hardy Limited as
of and for the years ended December 31, 2002 and 2001 incorporated in this
Prospectus by reference to our Current Report on Form 8-K/A filed on July 18,
2003 has been so incorporated in reliance on the report of
PricewaterhouseCoopers, chartered accountants, given on the authority of said
firm as experts in auditing and accounting.
18
[CONSTELLATION LOGO]
$750,000,000
Constellation Brands, Inc.
Securities
--------------------------------------------------------------------------------
Prospectus
--------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated fees and expenses payable
by the Company in connection with the issuance and distribution of the
Securities being registered:
SEC registration fee...........................$ 250,000
Printing expenses ............................. 400,000
Fees and expenses of counsel .................. 400,000
Fees and expenses of accountants .............. 150,000
Trustees fees and expenses .................... 50,000
Rating agency fees ............................ 200,000
Miscellaneous ................................. 150,000
Total..........................................$ 1,600,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (Section 102) allows a corporation
to eliminate the personal liability of directors of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his/her fiduciary duty as a director, except in the case where the director
breached his/her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit. The Company's Restated Certificate of
Incorporation contains a provision which eliminates directors' personal
liability as set forth above.
The Delaware General Corporation Law (Section 145) gives Delaware
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions; gives a director or officer who successfully defends an action the
right to be so indemnified; and authorizes a corporation to buy directors' and
officers' liability insurance. Such indemnification is not exclusive of any
other right to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or otherwise.
The Company's Restated Certificate of Incorporation provides for
indemnification to the fullest extent authorized by Section 145 of the Delaware
General Corporation Law for directors, officers and employees of the Company and
also to persons who are serving at the request of the Company as directors,
officers or employees of other corporations (including subsidiaries); provided
that, with respect to proceedings initiated by such indemnitee, indemnification
shall be provided only if such proceedings were authorized by the Board of
Directors. This right of indemnification is not exclusive of any other right
which any person may acquire under any statute, bylaw, agreement, contract, vote
of stockholders or otherwise.
The Company maintains a directors' and officers' liability insurance
and corporate reimbursement policy insuring directors and officers against loss
arising from claims made arising out of the performance of their duties.
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
1(1) Form of Underwriting Agreement
4.1 Form of Indenture among the Company, as issuer, certain principal
subsidiaries, as Guarantors, and BNY Midwest Trust Company, as
Trustee.
5 Opinion of McDermott, Will & Emery
12 Computation of Ratio of Earnings to Fixed Charges and Combined
Fixed Charges and Preferred Stock Dividends
23.1(2) Consent of Arthur Andersen LLP
23.2 Consent of McDermott, Will & Emery (included as part of Exhibit 5)
23.3 Consent of KPMG LLP
23.4 Consent of PricewaterhouseCoopers
24 Powers of Attorney (included on the signature pages of this
registration statement)
25.1 Statement of Eligibility of Trustee on Form T-1 for the indenture
filed as Exhibit 4.1 to this registration statement.
(1) To be subsequently filed by amendment or as an exhibit to a Current Report
on Form 8-K.
(2) Omitted in reliance on Rule 437a of the Securities Act.
ITEM 17. Undertakings.
1. (a) The undersigned registrants hereby undertake to file, during
any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that subparagraphs (a)(i) and (a)(ii) do
not apply if the Registration Statement is on Form S-3, Form
S-8, or Form F-3, and the information required to be included
in a post-effective amendment by those subparagraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrants pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
that are incorporated by reference in the Registration
Statement.
(b) The undersigned registrants hereby undertake that, for the
purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrants hereby undertake to remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
registrants' annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the registrants of expenses incurred or paid
by a director, officer or controlling person of the registrants in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrants will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by the registrants is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
4. The undersigned registrants hereby undertake that for purposes of
determining any liability under the Securities Act, (i) the information
omitted from the form of prospectus filed as part of this Registration
Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4)
or Rule 497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared effective,
and (ii) each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
5. The undersigned registrants hereby undertake to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act (the "Act") in
accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Perinton, State of New
York on November 24, 2003.
Constellation Brands, Inc.
By: /s/ Richard Sands
------------------------------------
Name: Richard Sands
Title: Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Constellation Brands, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Richard Sands Chairman of the Board, Chief
------------------------------- Executive Officer and a Director
Richard Sands (Principal Executive Officer)
/s/ Thomas S. Summer Executive Vice President and Chief
------------------------------- Financial Officer
Thomas S. Summer (Principal Financial Officer and
Principal Accounting Officer)
/s/ Robert Sands Director
-------------------------------
Robert Sands
/s/ Thomas C. McDermott Director
-------------------------------
Thomas C. McDermott
/s/ James A. Locke III Director
-------------------------------
James A. Locke III
/s/ Paul L. Smith Director
-------------------------------
Paul L. Smith
/s/ George Bresler Director
-------------------------------
George Bresler
/s/ Jeananne K. Hauswald Director
-------------------------------
Jeananne K. Hauswald
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 24, 2003.
Barton Incorporated
By: /s/ Alexander L. Berk
-------------------------------------
Name: Alexander L. Berk
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Incorporated) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Alexander L. Berk President, Chief Executive Officer
------------------------------- and a Director
Alexander L. Berk (Principal Executive Officer)
/s/ Thomas S. Summer Vice President
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Troy J. Christensen Director
-------------------------------
Troy J. Christensen
/s/ Edward L. Golden Director
-------------------------------
Edward L. Golden
/s/ William F. Hackett Director
-------------------------------
William F. Hackett
/s/ Elizabeth Kutyla-Miner Director
-------------------------------
Elizabeth Kutyla-Miner
/s/ Richard Sands Director
-------------------------------
Richard Sands
/s/ Robert Sands Director
-------------------------------
Robert Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 24, 2003.
Barton Brands, Ltd.
By: /s/ Edward L. Golden
------------------------------------
Name: Edward L. Golden
Title: President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Brands, Ltd.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Edward L. Golden President and a Director
------------------------------- (Principal Executive Officer)
Edward L. Golden
/s/ Thomas S. Summer Vice President
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Alexander L. Berk Director
-------------------------------
Alexander L. Berk
/s/ Troy J. Christensen Director
-------------------------------
Troy J. Christensen
/s/ Elizabeth Kutyla-Miner Director
-------------------------------
Elizabeth Kutyla-Miner
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 24, 2003.
Barton Beers, Ltd.
By: /s/ Richard Sands
------------------------------------
Name: Richard Sands
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Beers, Ltd.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Richard Sands Chief Executive Officer and a
------------------------------- Director
Richard Sands (Principal Executive Officer)
/s/ Thomas S. Summer Vice President
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Alexander L. Berk Director
-------------------------------
Alexander L. Berk
/s/ Troy J. Christensen Director
-------------------------------
Troy J. Christensen
/s/ William F. Hackett Director
-------------------------------
William F. Hackett
/s/ Elizabeth Kutyla-Miner Director
-------------------------------
Elizabeth Kutyla-Miner
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 24, 2003.
Barton Brands of California, Inc.
By: /s/ Alexander L. Berk
------------------------------------
Name: Alexander L. Berk
Title: President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Brands of California, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Alexander L. Berk President and a Director
------------------------------- (Principal Executive Officer)
Alexander L. Berk
/s/ Thomas S. Summer Vice President
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Troy J. Christensen Director
-------------------------------
Troy J. Christensen
/s/ Edward L. Golden Director
-------------------------------
Edward L. Golden
/s/ Elizabeth Kutyla-Miner Director
-------------------------------
Elizabeth Kutyla-Miner
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 24, 2003.
Barton Brands of Georgia, Inc.
By: /s/ Alexander L. Berk
------------------------------------
Name: Alexander L. Berk
Title: President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Brands of Georgia, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Alexander L. Berk President and a Director
------------------------------- (Principal Executive Officer)
Alexander L. Berk
/s/ Thomas S. Summer Vice President
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Troy J. Christensen Director
-------------------------------
Troy J. Christensen
/s/ Edward L. Golden Director
-------------------------------
Edward L. Golden
/s/ Elizabeth Kutyla-Miner Director
-------------------------------
Elizabeth Kutyla-Miner
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 24, 2003.
Barton Distillers Import Corp.
By: /s/ Alexander L. Berk
------------------------------------
Name: Alexander L. Berk
Title: President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Distillers Import Corp.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Alexander L. Berk President and a Director
------------------------------- (Principal Executive Officer)
Alexander L. Berk
/s/ Thomas S. Summer Vice President
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Troy J. Christensen Director
-------------------------------
Troy J. Christensen
/s/ Edward L. Golden Director
-------------------------------
Edward L. Golden
/s/ Elizabeth Kutyla-Miner Director
-------------------------------
Elizabeth Kutyla-Miner
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 24, 2003.
Barton Financial Corporation
By: /s/ Troy J. Christensen
------------------------------------
Name: Troy J. Christensen
Title: President and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Financial Corporation) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Troy J. Christensen President, Secretary and a Director
------------------------------- (Principal Executive Officer)
Troy J. Christensen
/s/ Thomas S. Summer Vice President
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Michael A. Napientek Director
-------------------------------
Michael A. Napientek
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 24, 2003.
Barton Beers of Wisconsin, Ltd.
By: /s/ James P. Ryan
------------------------------------
Name: James P. Ryan
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Beers of Wisconsin, Ltd.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ James P. Ryan President, Chief Executive Officer
------------------------------- and a Director
James P. Ryan (Principal Executive Officer)
/s/ Thomas S. Summer Vice President
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Alexander L. Berk Director
-------------------------------
Alexander L. Berk
/s/ Troy J. Christensen Director
-------------------------------
Troy J. Christensen
/s/ William F. Hackett Director
-------------------------------
William F. Hackett
/s/ Elizabeth Kutyla-Miner Director
-------------------------------
Elizabeth Kutyla-Miner
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 24, 2003.
Monarch Import Company
By: /s/ James P. Ryan
------------------------------------
Name: James P. Ryan
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Monarch Import Company) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ James P. Ryan Chief Executive Officer and
------------------------------- Vice President
James P. Ryan (Principal Executive Officer)
/s/ Thomas S. Summer Vice President
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Alexander L. Berk Director
-------------------------------
Alexander L. Berk
/s/ Troy J. Christensen Director
-------------------------------
Troy J. Christensen
/s/ William F. Hackett Director
-------------------------------
William F. Hackett
/s/ Elizabeth Kutyla-Miner Director
-------------------------------
Elizabeth Kutyla-Miner
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Canandaigua, State of New
York on November 24, 2003.
Canandaigua Wine Company, Inc.
By: /s/ Jon Moramarco
------------------------------------
Name: Jon Moramarco
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Canandaigua Wine Company, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Jon Moramarco President and Chief Executive
------------------------------- Officer
Jon Moramarco (Principal Executive Officer)
/s/ Thomas S. Summer Treasurer
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Robert Sands Director
-------------------------------
Robert Sands
/s/ Richard Sands Director
-------------------------------
Richard Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Perinton, State of New
York on November 24, 2003.
Constellation International Holdings
Limited
By: /s/ Richard Sands
-----------------------------------
Name: Richard Sands
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Constellation International Holdings Limited) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on November 24, 2003.
Signature Title
--------- -----
/s/ Richard Sands President, Chief Executive Officer
------------------------------- and Director
Richard Sands (Principal Executive Officer)
/s/ Thomas S. Summer Treasurer
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Perinton, State of New
York on November 24, 2003.
Roberts Trading Corp.
By: /s/ Thomas S. Summer
------------------------------------
Name: Thomas S. Summer
Title: President and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Roberts Trading Corp.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Thomas S. Summer President and Treasurer (Principal
------------------------------- Executive Officer, Principal
Thomas S. Summer Financial Officer and Principal
Accounting Officer)
/s/ Richard Sands Director
-------------------------------
Richard Sands
/s/ Robert Sands Director
-------------------------------
Robert Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Perinton, State of New
York on November 24, 2003.
Canandaigua Limited
By: /s/ Robert Sands
------------------------------------
Name: Robert Sands
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Canandaigua Limited) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on November 24, 2003.
Signature Title
--------- -----
/s/ Robert Sands Chief Executive Officer and a
------------------------------- Director
Robert Sands (Principal Executive Officer and
Authorized Representative in the
United States)
/s/ Thomas S. Summer Finance Director
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Anne Colquhoun Director
-------------------------------
Anne Colquhoun
/s/ Nigel Hodges Director
-------------------------------
Nigel Hodges
/s/ Richard Peters Director
-------------------------------
Richard Peters
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on November 24, 2003.
Barton Canada, Ltd.
By: /s/ Alexander L. Berk
------------------------------------
Name: Alexander L. Berk
Title: President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Barton Canada, Ltd.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Alexander L. Berk President and a Director
------------------------------- (Principal Executive Officer)
Alexander L. Berk
/s/ Thomas S. Summer Vice President
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Troy J. Christensen Director
-------------------------------
Troy J. Christensen
/s/ Edward L. Golden Director
-------------------------------
Edward L. Golden
/s/ Elizabeth Kutyla-Miner Director
-------------------------------
Elizabeth Kutyla-Miner
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Helena, State of
California on November 24, 2003.
Franciscan Vineyards, Inc.
By: /s/ Agustin Francisco Huneeus
------------------------------------
Name: Agustin Francisco Huneeus
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Franciscan Vineyards, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Agustin Francisco Huneeus President and Chief Executive
------------------------------- Officer
Agustin Francisco Huneeus (Principal Executive Officer)
/s/ Thomas S. Summer Vice President and Treasurer
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Richard Sands Director
-------------------------------
Richard Sands
/s/ Robert Sands Director
-------------------------------
Robert Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Helena, State of
California on November 24, 2003.
Allberry, Inc.
By: /s/ Agustin Francisco Huneeus
------------------------------------
Name: Agustin Francisco Huneeus
Title: President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Allberry, Inc.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Agustin Francisco Huneeus President
--------------------------------- (Principal Executive Officer)
Agustin Francisco Huneeus
/s/ Thomas S. Summer Vice President and Treasurer
--------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Richard Sands Director
---------------------------------
Richard Sands
/s/ Robert Sands Director
---------------------------------
Robert Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Helena, State of
California on November 24, 2003.
Cloud Peak Corporation
By: /s/ Agustin Francisco Huneeus
------------------------------------
Name: Agustin Francisco Huneeus
Title: President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Cloud Peak Corporation) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Agustin Francisco Huneeus President
----------------------------- (Principal Executive Officer)
Agustin Francisco Huneeus
/s/ Thomas S. Summer Vice President and Treasurer
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Richard Sands Director
-------------------------------
Richard Sands
/s/ Robert Sands Director
-------------------------------
Robert Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Helena, State of
California on November 24, 2003.
M.J. Lewis Corp.
By: /s/ Agustin Francisco Huneeus
------------------------------------
Name: Agustin Francisco Huneeus
Title: President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
M.J. Lewis Corp.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Agustin Francisco Huneeus President
------------------------------------ (Principal Executive Officer)
Agustin Francisco Huneeus
/s/ Thomas S. Summer Vice President and Treasurer
------------------------------------ (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Richard Sands Director
------------------------------------
Richard Sands
/s/ Robert Sands Director
------------------------------------
Robert Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Helena, State of
California on November 24, 2003.
Mt. Veeder Corporation
By: /s/ Agustin Francisco Huneeus
------------------------------------
Name: Agustin Francisco Huneeus
Title: President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Mt. Veeder Corporation) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Agustin Francisco Huneeus President
------------------------------- (Principal Executive Officer)
Agustin Francisco Huneeus
/s/ Thomas S. Summer Vice President and Treasurer
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Richard Sands Director
-------------------------------
Richard Sands
/s/ Robert Sands Director
-------------------------------
Robert Sands
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Amsterdam, the
Netherlands on November 24, 2003.
Canandaigua B.V.
By: /s/ G.A.L.R. Diepenhorst
------------------------------------
Name: G.A.L.R. Diepenhorst
Title: Managing Director
By: /s/ Dick Haarsma
------------------------------------
Name: Dick Haarsma
Title: Managing Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Canandaigua B.V.) to sign any or all amendments (including post-effective
amendments and any registration statement filed pursuant to Rule 462(b)) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ G.A.L.R. Diepenhorst Managing Director
------------------------------- (Principal Executive Officer)
G.A.L.R. Diepenhorst
/s/ Thomas S. Summer Chief Financial Officer and
------------------------------- (Principal Financial Officer,
Thomas S. Summer Principal Accounting Officer and
Authorized Representative in the
United States)
/s/ Dick. Haarsma Managing Director
-------------------------------
Dick Haarsma
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Perinton, State of New
York on November 24, 2003.
CBI Australia Holdings Pty Limited
By: /s/ Thomas S. Summer
------------------------------------
Name: Thomas S. Summer
Title: Director
By: /s/ Robert Sands
------------------------------------
Name: Robert Sands
Title: Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
CBI Australia Holdings Pty Limited) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Robert Sands Chief Executive Officer and Director
------------------------------- (Principal Executive Officer and
Robert Sands Authorized Representative in the
United States)
/s/ Thomas S. Summer Chief Financial Officer and Director
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Paul Hetterich Director
-------------------------------
Paul Hetterich
/s/ John Whelan Director
-------------------------------
John Whelan
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Perinton, State of New
York on November 24, 2003.
Constellation Australia Pty Limited
By: /s/ Thomas S. Summer
------------------------------------
Name: Thomas S. Summer
Title: Director
By: /s/ Robert Sands
------------------------------------
Name: Robert Sands
Title: Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Summer and Thomas Roberts and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Constellation Australia Pty Limited) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 24, 2003.
Signature Title
--------- -----
/s/ Robert Sands Chief Executive Officer and Director
------------------------------- (Principal Executive Officer and
Robert Sands Authorized Representative in the
United States)
/s/ Thomas S. Summer Chief Financial Officer and Director
------------------------------- (Principal Financial Officer and
Thomas S. Summer Principal Accounting Officer)
/s/ Paul Hetterich Director
-------------------------------
Paul Hetterich
/s/ John Whelan Director
-------------------------------
John Whelan
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
1(1) Form of Underwriting Agreement
4.1 Form of Indenture among the Company, as issuer, certain principal
subsidiaries, as Guarantors, and BNY Midwest Trust Company, as
Trustee.
5 Opinion of McDermott, Will & Emery
12 Computation of Ratio of Earnings to Fixed Charges and Combined
Fixed Charges and Preferred Stock Dividends
23.1(2) Consent of Arthur Andersen LLP
23.2 Consent of McDermott, Will & Emery (included as part of Exhibit 5)
23.3 Consent of KPMG LLP
23.4 Consent of PricewaterhouseCoopers
24 Powers of Attorney (included on the signature pages of this
registration statement).
25.1 Statement of Eligibility of Trustee on Form T-1 for the indenture
filed as Exhibit 4.1 to this registration statement.
(1) To be subsequently filed by amendment or as an exhibit to a report on
Form 8-K.
(2) Omitted in reliance on Rule 437a of the Securities Act.