-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LINUREdxxV75xp0TS6oYNkStdaU8Ifh3pmUqXR40+Ixzpde2AZI+pA4CLi2kfWKu 3xXX6u0I3x3J6lFK2AvFdg== 0000901309-99-000164.txt : 19991018 0000901309-99-000164.hdr.sgml : 19991018 ACCESSION NUMBER: 0000901309-99-000164 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANANDAIGUA BRANDS INC CENTRAL INDEX KEY: 0000016918 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 160716709 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-08495 FILM NUMBER: 99722588 BUSINESS ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 BUSINESS PHONE: 7162182169 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FORMER COMPANY: FORMER CONFORMED NAME: CANANDAIGUA WINE CO INC DATE OF NAME CHANGE: 19920703 8-A12B 1 REGISTRATION OF CERTAIN CLASSES OF SECURITIES FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CANANDAIGUA BRANDS, INC. (Exact name of registrant as specified in its character) Delaware 16-0716709 (State of incorporation or organization) (I.R.S. Employer Identification No.) 300 WillowBrook Office Park, Fairport, New York 14450 (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to securities pursuant to Section Section 12(b) of the Exchange 12(g) of the Exchange Act and is Act and is effective pursuant effective pursuant to General to General Instruction A.(c), Instruction A.(d), please check please the following box. |X| check the following box. |_| Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ Class A Common Stock, par value $.01 per New York Stock Exchange share Class B Common Stock, par value $.01 per New York Stock Exchange share Securities to be registered pursuant to Section 12(g) of the Act: None Item 1. Description of Registrant's Securities to be Registered Class A and Class B Common Stock, $.01 Par Value The capital stock of Canandaigua Brands, Inc. (the "Company" or "Registrant") to be registered on the New York Stock Exchange, Inc. (the "Exchange"), is the Registrant's Class A Common Stock and Class B Common Stock, each of which has a par value of $.01 per share. Shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time at the option of the holder. The shares of Class A Common Stock are not convertible into or exchangeable for the shares of Class B Common Stock or any other securities. Holders of Class B Common Stock are entitled to ten votes per share. Holders of Class A Common Stock are entitled to only one vote per share, but are entitled to a cash dividend premium. If the Company pays a cash dividend on Class B Common Stock, each share of Class A Common Stock will receive an amount at least 10 percent greater than the amount of the cash dividend per share paid on Class B Common Stock. In addition, the Board of Directors may declare and pay a dividend on Class A Common Stock without paying any dividend on Class B Common Stock. Holders of Class A Common Stock, voting as a class, are entitled to elect at least one-fourth of the members of the Board of Directors to be elected at a meeting of stockholders, and the holders of the Class B Common Stock, voting as a class, are entitled to elect the remaining directors. If the number of outstanding shares of Class B Common Stock is less than 12 1/2 percent of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock, the holders of Class A Common Stock shall become entitled to elect at least one-fourth of the directors voting as a class and 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 shall have one vote per share and the holders of Class B Common Stock shall have 10 votes per share. Holders of Class A Common Stock and Class B Common Stock may also vote as separate classes on those matters where a separate class vote is required under Delaware law, although the number of authorized shares of either Class A Common Stock or Class B Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the majority vote of all outstanding shares of Class A Common Stock and Class B Common Stock voting as a single class. 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. The holders of Class A Common Stock and Class B Common Stock are entitled to share pro rata in the distribution of the Company's assets available for such purpose in the event of liquidation. The shares are not entitled to preemptive rights, and all outstanding shares are fully paid and nonassessable. The shares of Class A Common Stock and Class B Common Stock do not have cumulative voting rights. Item 2. Exhibits 1. All exhibits required by the Instruction to Item 2 will be supplied to the New York Stock Exchange. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. CANANDAIGUA BRANDS, INC. (Registrant) By /s/ Thomas S. Summer ----------------------------- Thomas S. Summer, Senior Vice President and Chief Financial Officer Dated: October 4, 1999 -----END PRIVACY-ENHANCED MESSAGE-----