-----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, LyIoIoURzRXIzm/vcKliXO2L1K2AZagenny4nBK6qb4pdzuxo7yK5fAvFrx+i6nK 1JR98kjtLjH5NjgqTwIvNQ== 0001193125-03-019162.txt : 20030714 0001193125-03-019162.hdr.sgml : 20030714 20030714160029 ACCESSION NUMBER: 0001193125-03-019162 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030714 EFFECTIVENESS DATE: 20030714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSTELLATION 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: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480 FILM NUMBER: 03785460 BUSINESS ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 BUSINESS PHONE: 5852183600 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FORMER COMPANY: FORMER CONFORMED NAME: CANANDAIGUA BRANDS INC DATE OF NAME CHANGE: 19970902 FORMER COMPANY: FORMER CONFORMED NAME: CANANDAIGUA WINE CO INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BATAVIA WINE CELLARS INC CENTRAL INDEX KEY: 0000914160 IRS NUMBER: 161222994 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-01 FILM NUMBER: 03785481 BUSINESS ADDRESS: STREET 1: 398 SCHOOL STREET CITY: BATAVIA STATE: NY ZIP: 14020 BUSINESS PHONE: (716) 344-1111 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARTON INC CENTRAL INDEX KEY: 0000914167 IRS NUMBER: 363500366 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-02 FILM NUMBER: 03785471 BUSINESS ADDRESS: STREET 1: 55 EAST MONROE STREET STREET 2: SUITE 2600 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123469200 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARTON BRANDS LTD /DE/ CENTRAL INDEX KEY: 0000914168 IRS NUMBER: 363185921 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-03 FILM NUMBER: 03785470 BUSINESS ADDRESS: STREET 1: 55 EAST MONROE STREET STREET 2: SUITE 2600 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123469200 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARTON BEERS LTD CENTRAL INDEX KEY: 0000914169 IRS NUMBER: 362855879 STATE OF INCORPORATION: MD FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-04 FILM NUMBER: 03785469 BUSINESS ADDRESS: STREET 1: 55 EAST MONROE STREET STREET 2: SUITE 2600 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123469200 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARTON BRANDS OF CALIFORNIA INC CENTRAL INDEX KEY: 0000914171 IRS NUMBER: 061048198 STATE OF INCORPORATION: CT FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-05 FILM NUMBER: 03785468 BUSINESS ADDRESS: STREET 1: 55 EAST MONROE STREET STREET 2: SUITE 2600 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123469200 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARTON BRANDS OF GEORGIA INC CENTRAL INDEX KEY: 0000914172 IRS NUMBER: 581215938 STATE OF INCORPORATION: GA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-06 FILM NUMBER: 03785467 BUSINESS ADDRESS: STREET 1: 55 EAST MONROE STREET STREET 2: SUITE 2600 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123469200 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARTON DISTILLERS IMPORT CORP CENTRAL INDEX KEY: 0000914173 IRS NUMBER: 131794441 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-07 FILM NUMBER: 03785466 BUSINESS ADDRESS: STREET 1: 55 EAST MONROE STREET STREET 2: SUITE 2600 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123469200 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARTON FINANCIAL CORP CENTRAL INDEX KEY: 0000914174 IRS NUMBER: 510311795 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-08 FILM NUMBER: 03785465 BUSINESS ADDRESS: STREET 1: 55 EAST MONROE STREET STREET 2: SUITE 2600 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123469200 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARTON BEERS OF WISCONSIN LTD CENTRAL INDEX KEY: 0000914175 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 390638900 STATE OF INCORPORATION: WI FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-09 FILM NUMBER: 03785462 BUSINESS ADDRESS: STREET 1: 55 EAST MONROE STREET STREET 2: SUITE 2600 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123469200 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FORMER COMPANY: FORMER CONFORMED NAME: STEVENS POINT BEVERAGE CO DATE OF NAME CHANGE: 19931027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONARCH IMPORT CO CENTRAL INDEX KEY: 0000914179 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 363539106 STATE OF INCORPORATION: IL FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-10 FILM NUMBER: 03785463 BUSINESS ADDRESS: STREET 1: 55 EAST MONROE STREET STREET 2: SUITE 2600 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123469200 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK STREET 2: --- CITY: FAIRPORT STATE: NY ZIP: 14450 FORMER COMPANY: FORMER CONFORMED NAME: BARTON MANAGEMENT INC DATE OF NAME CHANGE: 19931027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANANDAIGUA WINE CO INC /NY/ CENTRAL INDEX KEY: 0000928683 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 161462887 STATE OF INCORPORATION: NY FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-11 FILM NUMBER: 03785480 BUSINESS ADDRESS: STREET 1: 235 NORTH BLOOMFIELD ROAD CITY: CANANDAIGUA STATE: NY ZIP: 14424 BUSINESS PHONE: 7163947900 MAIL ADDRESS: STREET 1: 116 BUFFALO CITY: CANANDAIGUA STATE: NY ZIP: 14424 FORMER COMPANY: FORMER CONFORMED NAME: CANANDAIGUA WEST INC DATE OF NAME CHANGE: 19940818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSTELLATION INTERNATIONAL HOLDINGS LTD CENTRAL INDEX KEY: 0001051699 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 161195581 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-12 FILM NUMBER: 03785461 BUSINESS ADDRESS: STREET 1: 235 NORTH BLOOMFIELD ROAD CITY: CANANDAIGUA STATE: NY ZIP: 14424 BUSINESS PHONE: 7163947900 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FORMER COMPANY: FORMER CONFORMED NAME: CANANDAIGUA EUROPE LTD DATE OF NAME CHANGE: 19971217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBERTS TRADING CORP CENTRAL INDEX KEY: 0001051701 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 160865491 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-13 FILM NUMBER: 03785479 BUSINESS ADDRESS: STREET 1: 235 NORTH BLOOMFIELD ROAD CITY: CANANDAIGUA STATE: NY ZIP: 14424 BUSINESS PHONE: 7163947900 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANANDAIGUA LTD CENTRAL INDEX KEY: 0001073189 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 980198402 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-15 FILM NUMBER: 03785478 BUSINESS ADDRESS: STREET 1: WHITCHURCH LANE CITY: BRISTOL ENGLAND STATE: X0 ZIP: 00000 BUSINESS PHONE: 441275830345 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLBERRY INC CENTRAL INDEX KEY: 0001089056 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 680324763 STATE OF INCORPORATION: CA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-16 FILM NUMBER: 03785475 BUSINESS ADDRESS: STREET 1: 1178 GALLERON ROAD CITY: ST. HELENA STATE: CA ZIP: 94574 BUSINESS PHONE: 7079737111 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLOUD PEAK CORP CENTRAL INDEX KEY: 0001089057 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 680324762 STATE OF INCORPORATION: CA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-17 FILM NUMBER: 03785474 BUSINESS ADDRESS: STREET 1: 1178 GALLERON ROAD CITY: ST. HELENA STATE: CA ZIP: 94574 BUSINESS PHONE: 7079737111 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARTON CANADA LTD CENTRAL INDEX KEY: 0001089059 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 364283446 STATE OF INCORPORATION: IL FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-18 FILM NUMBER: 03785464 BUSINESS ADDRESS: STREET 1: 55 EAST MONROE STREET STREET 2: SUITE 2600 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123469200 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANCISCAN VINEYARDS INC CENTRAL INDEX KEY: 0001089064 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 942602962 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-19 FILM NUMBER: 03785476 BUSINESS ADDRESS: STREET 1: 1178 GALLERON ROAD CITY: ST. HELENA STATE: CA ZIP: 94574 BUSINESS PHONE: 7079737111 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M J LEWIS CORP CENTRAL INDEX KEY: 0001089065 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 943065450 STATE OF INCORPORATION: CA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-20 FILM NUMBER: 03785473 BUSINESS ADDRESS: STREET 1: 1178 GALLERON ROAD CITY: ST. HELENA STATE: CA ZIP: 94574 BUSINESS PHONE: 7079737111 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FORMER COMPANY: FORMER CONFORMED NAME: M V LEWIS CORP DATE OF NAME CHANGE: 19990617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MT VEEDER CORP CENTRAL INDEX KEY: 0001089066 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-21 FILM NUMBER: 03785472 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANANDAIGUA B V CENTRAL INDEX KEY: 0001089067 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 980205132 STATE OF INCORPORATION: P7 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-63480-22 FILM NUMBER: 03785477 BUSINESS ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 BUSINESS PHONE: 7162182119 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FORMER COMPANY: FORMER CONFORMED NAME: CANDANAIGUA B V DATE OF NAME CHANGE: 19990617 POS EX 1 dposex.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 UNDER RULE 462 (D) Post-Effective Amendment No. 1 to Form S-3 Under rule 462 (d)

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

Registration No. 333-63480

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

Filed Pursuant to Rule 462(d)

 

TO

 

FORM S-3

REGISTRATION STATEMENT

 

Under

 

THE SECURITIES ACT OF 1933

 

 

Delaware   

Constellation Brands, Inc.

and its subsidiary guarantors:

    16-0716709
New York    Batavia Wine Cellars, Inc.    16-1222994
New York    Canandaigua Wine Company, Inc.    16-1462887
New York    Constellation International Holdings Limited    16-1195581
New York    Roberts Trading Corp.    16-0865491
England and Wales    Canandaigua Limited    98-0198402
The Netherlands    Canandaigua B.V.    98-0205132
Delaware    Franciscan Vineyards, Inc.    94-2602962
California    Allberry, Inc.    68-0324763
California    Cloud Peak Corporation    68-0324762
California    M.J. Lewis Corp.    94-3065450
California    Mt. Veeder Corporation    94-2862667
Delaware    Barton Incorporated    36-3500366
Delaware    Barton Brands, Ltd.    36-3185921
Maryland    Barton Beers, Ltd.    36-2855879
Connecticut    Barton Brands of California, Inc.    06-1048198
Georgia    Barton Brands of Georgia, Inc.    58-1215938
New York    Barton Distillers Import Corp.    13-1794441
Delaware    Barton Financial Corporation    51-0311795
Illinois    Barton Canada, Ltd.    36-4283446
Wisconsin    Barton Beers of Wisconsin, Ltd.    39-0638900
Illinois    Monarch Import Company    36-3539106

(State or other jurisdiction of

incorporation or organization)

   

(Exact name of registrants

as specified in their charters)

   

(I.R.S. Employer

Identification No.)

 

 

300 WillowBrook Office Park

Fairport, New York 14450

716-218-2169

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

of registrants’ principal executive offices)

 

Thomas J. Mullin, Esq.

Executive Vice President and General Counsel

Constellation Brands, Inc.

300 WillowBrook Office Park

Fairport, New York 14450

585-218-3650

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

including area code, of agent for service)

 

 

Copy to:

Bernard S. Kramer, Esq.

McDermott, Will & Emery

227 West Monroe Street

Chicago, Illinois 60606-5096

 

 

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

 

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

 

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

 

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

 

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

 

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

 

EXPLANATORY NOTE

 

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

PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

ITEM 16. Exhibits

 

Exhibit
Number

   

Description of Exhibit

1*

    Form of Underwriting Agreement

4.1**

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

4.2**

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

4.3**

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

4.4**

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

4.5**

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

4.6**

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

4.7**

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

5.1**

    Opinion of McDermott, Will & Emery

12

    Computation of Ratio of Earnings to Fixed Charges

23.1**

    Consent of Arthur Andersen LLP

23.2**

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

23.3

    Consent of KPMG LLP

23.4

    Consent of PricewaterhouseCoopers

24**

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

25.1**

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

25.2**

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

 

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

SIGNATURES

 

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

 

 

CONSTELLATION BRANDS, INC.

By:

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

 

 

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

 

Signature

   

Title

                    *

Richard Sands

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

                    *

Robert Sands

    President, Chief Operating Officer and a Director

 

/S/    THOMAS S. SUMMER

Thomas S. Summer

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

                    *

Thomas C. McDermott

    Director

                    *

James A. Locke III

    Director

                    *

Paul L. Smith

    Director

                    *

George Bresler

    Director

                    *

Jeananne K. Hauswald

    Director

 

 

*By:

  

/S/    THOMAS S. SUMMER

   
   

Thomas S. Summer

   

Attorney-in-fact

 

SIGNATURES

 

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

 

BATAVIA WINE CELLARS, INC.

By:

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

 

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

 

Signature

   

Title

/S/    RICHARD SANDS

Richard Sands

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

 

/S/    THOMAS S. SUMMER

Thomas S. Summer

    Treasurer (Principal Financial Officer and Principal Accounting Officer)

/S/    ROBERT SANDS

Robert Sands

    Secretary and a Director

 

 

*By:

   /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

2

SIGNATURES

 

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

 

BARTON INCORPORATED

By:

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

 

 

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

 

Signature

   

Title

                    *

Alexander L. Berk

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

 


/S/    THOMAS S. SUMMER

Thomas S. Summer

   

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                    *

Troy J. Christensen

    Senior Vice President, Treasurer and a Director [?]

                    *

Edward L. Golden

    Vice President and a Director

                    *

Richard Sands

    Vice President and a Director

                    *

Robert Sands

    Vice President and a Director

                    *

Elizabeth Kutyla

    Senior Vice President, Secretary and a Director

                    *

William F. Hackett

    Director

 

 

*By:

  

    /S/    THOMAS S. SUMMER

   
   

Thomas S. Summer

   

Attorney-in-fact

 

 

3

SIGNATURES

 

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

 

BARTON BRANDS, LTD.

By:

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

 

 

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

 

Signature

   

Title

                *

Edward L. Golden

    President and a Director (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER

Thomas S. Summer

   

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                *

Troy J. Christensen

    Senior Vice President, Treasurer, and a Director

                *

Alexander L. Berk

    Executive Vice President and a Director

                *

Elizabeth Kutyla

    Senior Vice President, Secretary and a Director

 

 

*By:

     /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

4

SIGNATURES

 

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

 

BARTON BEERS, LTD.

By:

     /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

Vice President

 

 

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

 

Signature

   

Title

                    *

Richard Sands

   

Chief Executive Officer and a Director

(Principal Executive Officer)

 

/S/    THOMAS S. SUMMER

Thomas S. Summer

   

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                    *

Troy J. Christensen

    Senior Vice President, Treasurer, and a Director

                    *

Alexander L. Berk

    Executive Vice President and a Director

                    *

Elizabeth Kutyla

    Senior Vice President, Secretary and a Director

                    *

William F. Hackett

    President and a Director

 

 

*By:

     /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

5

SIGNATURES

 

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

 

BARTON BRANDS OF CALIFORNIA, INC.

By:

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

 

 

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

 

Signature

   

Title

                    *

Alexander L. Berk

    President and a Director (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER

Thomas S. Summer

   

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                    *

Troy J. Christensen

    Senior Vice President, Treasurer and a Director

                    *

Edward L. Golden

    Vice President and a Director

                    *

Elizabeth Kutyla

    Senior Vice President, Secretary and a Director

 

 

*By:

     /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

6

SIGNATURES

 

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

 

BARTON BRANDS OF GEORGIA, INC.

By:

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

 

 

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

 

Signature

   

Title

                    *

Alexander L. Berk

    President and a Director (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER

Thomas S. Summer

   

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                    *

Troy J. Christensen

    Senior Vice President, Treasurer, and a Director

                    *

Edward L. Golden

    Vice President and a Director

                    *

Elizabeth Kutyla

    Senior Vice President, Secretary and a Director

 

 

*By:

     /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

7

SIGNATURES

 

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

 

BARTON DISTILLERS IMPORT CORP.

By:

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

 

 

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

 

Signature

   

Title

                    *

Alexander L. Berk

    President and a Director (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER

Thomas S. Summer

   

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                    *

Troy J. Christensen

    Senior Vice President, Treasurer, and a Director

                    *

Edward L. Golden

    Director

                    *

Elizabeth Kutyla

    Senior Vice President, Secretary and a Director

 

 

*By:

     /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

8

SIGNATURES

 

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

 

BARTON FINANCIAL CORPORATION

By:

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

 

 

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

 

Signature

   

Title

                    *

Troy J. Christensen

   

President, Secretary and a Director

(Principal Executive Officer)

/S/    THOMAS S. SUMMER

Thomas S. Summer

   

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                    *

Michael A. Napientek

    Assistant Secretary and a Director

 

 

*By:

     /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

9

SIGNATURES

 

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

 

BARTON BEERS OF WISCONSIN, LTD.

By:

  

  /S/    THOMAS S. SUMMER

    Thomas S. Summer
    Vice President

 

 

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

 

Signature

   

Title

                    *

James P. Ryan

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

 

/S/    THOMAS S. SUMMER

Thomas S. Summer

   

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                    *

Troy J. Christensen

    Senior Vice President, Treasurer and a Director

                    *

Alexander L. Berk

    Executive Vice President and a Director

                    *

William F. Hackett

    Director

                    *

Elizabeth Kutyla

    Senior Vice President, Secretary and a Director

 

 

*By:

     /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

10

SIGNATURES

 

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

 

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

 

 

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

 

Signature

   

Title

                    *

James P. Ryan

    Chief Executive Officer and Vice President (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER

Thomas S. Summer

   

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                    *

Troy J. Christensen

    Senior Vice President, Treasurer and a Director

                    *

Alexander L. Berk

    President and a Director

                    *

William F. Hackett

    Vice President and a Director

                    *

Elizabeth Kutyla

    Senior Vice President, Secretary and a Director

 

 

*By:

     /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

11

SIGNATURES

 

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

 

CANANDAIGUA WINE COMPANY, INC.

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

 

 

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

 

Signature

   

Title

                    *

Jon Moramarco

    President and Chief Executive Officer (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER

Thomas S. Summer

    Treasurer (Principal Financial Officer and Principal Accounting Officer)

                    *

Richard Sands

    Vice President and a Director

                    *

Robert Sands

    Vice President and a Director

 

 

*By:

     /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

12

SIGNATURES

 

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

 

CONSTELLATION INTERNATIONAL HOLDINGS LIMITED

By:

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

 

 

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

 

Signature

   

Title

 

/S/     RICHARD SANDS

Richard Sands

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

 

/S/    THOMAS S. SUMMER

Thomas S. Summer

    Treasurer (Principal Financial Officer and Principal Accounting Officer)

 

13

SIGNATURES

 

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

 

ROBERTS TRADING CORP.

By:

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

 

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

 

Signature

   

Title

 

/S/    THOMAS S. SUMMER

Thomas S. Summer

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

                        *

Richard Sands

    Vice President and a Director

                        *

Robert Sands

    Vice President, Secretary and a Director

 

 

*By:

   /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

14

SIGNATURES

 

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

 

CANANDAIGUA LIMITED

By:

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

 

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

 

Signature

   

Title

                        *

Robert Sands

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

 

/S/    THOMAS S. SUMMER

Thomas S. Summer

    Finance Director (Principal Financial Officer and Principal Accounting Officer)

                        *

Anne Colquhoun

    Secretary and a Director

                        *

Nigel Hodges

    Treasurer and a Director

 

 

*By:

   /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

15

SIGNATURES

 

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

 

BARTON CANADA, LTD.

By:

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

 

 

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

 

Signature

   

Title

                        *

Alexander L. Berk

    President and a Director (Principal Executive Officer)

 


/S/    THOMAS S. SUMMER

Thomas S. Summer

   

Vice President

(Principal Financial Officer and Principal Accounting Officer)

                        *

Troy J. Christensen

    Senior Vice President, Treasurer and a Director

                        *

Edward L. Golden

    Vice President and a Director

                        *

Elizabeth Kutyla

    Senior Vice President, Secretary and a Director

 

 

*By:

   /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

16

SIGNATURES

 

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

 

FRANCISCAN VINEYARDS, INC.

By:

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

 

 

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

 

Signature

   

Title

                    *

Agustin Francisco Huneeus

    President and Chief Executive Officer (Principal Executive Officer)

 


/S/    THOMAS S. SUMMER

Thomas S. Summer

   

Vice President and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

                    *

Richard Sands

    Vice President and a Director

                    *

Robert Sands

    Vice President and a Director

 

 

*By:

   /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

17

SIGNATURES

 

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

 

ALLBERRY, INC.

By:

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

 

 

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

 

Signature

   

Title

                    *

Agustin Francisco Huneeus

    President (Principal Executive Officer)

 

Thomas S. Summer

   

Vice President and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

                    *

Richard Sands

    Vice President and a Director

                    *

Robert Sands

    Vice President and a Director

 

 

*By:

   /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

18

SIGNATURES

 

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

 

CLOUD PEAK CORPORATION

By:

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

 

 

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

 

Signature

   

Title

                    *

Agustin Francisco Huneeus

    President (Principal Executive Officer)

 


/S/    THOMAS S. SUMMER

Thomas S. Summer

   

Vice President and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

                    *

Richard Sands

    Vice President and a Director

                    *

Robert Sands

    Vice President and a Director

 

 

*By:

   /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

19

SIGNATURES

 

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

 

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

 

 

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

 

Signature

   

Title

                    *

Agustin Francisco Huneeus

    President (Principal Executive Officer)

 

Thomas S. Summer

   

Vice President and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

                    *

Richard Sands

    Vice President and a Director

                    *

Robert Sands

    Vice President and a Director

 

 

*By:

   /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

20

SIGNATURES

 

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

 

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

 

 

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

 

Signature

   

Title

                    *

Agustin Francisco Huneeus

    President (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER

Thomas S. Summer

   

Vice President and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

                    *

Richard Sands

    Vice President and a Director

                    *

Robert Sands

    Vice President and a Director

 

 

*By:

   /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

21

SIGNATURES

 

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

 

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

 

 

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

 

Signature

   

Title

                    *

G.A.L.R. Diepenhorst

    Managing Director (Principal Executive Officer)

 

/S/    THOMAS S. SUMMER

Thomas S. Summer

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

/S/    DICK HAARSMA

Dick Haarsma

    Managing Director

 

 

*By:

   /S/    THOMAS S. SUMMER
   
   

Thomas S. Summer

   

Attorney-in-fact

 

22

EXHIBIT INDEX

 

 

Exhibit
Number
   

Description of Exhibit

1*

    Form of Underwriting Agreement

4.1**

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

4.2**

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

4.3**

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

4.4**

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

4.5**

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

4.6**

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

4.7**

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

5.1**

    Opinion of McDermott, Will & Emery

12

    Computation of Ratio of Earnings to Fixed Charges

23.1**

    Consent of Arthur Andersen LLP

23.2**

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

23.3

    Consent of KPMG LLP

23.4

    Consent of PricewaterhouseCoopers

24**

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

25.1**

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

25.2**

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

 

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

** Previously filed.

EX-12 3 dex12.htm COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Computation of Ratio of Earnings to Fixed Charges

Exhibit 12

 

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES

STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(in thousands of dollars)

 

     For the Years Ended February 28,
    For the Year
Ended
February 29,
2000
    For the Year
Ended
February 28,
1999
     2003
    2002
    2001
      

Earnings: (a)

                                   

Income before provision for income taxes

      334,936      229,959    $ 162,237    $ 128,959    $ 104,430

Add fixed charges

      112,799      122,869      116,171      114,045      46,497
    
  
  
  
  

Earnings

    $ 447,735    $ 352,828    $ 278,408    $ 243,004    $ 150,927
    
  
  
  
  

Fixed Charges:

                                   

Interest on debt and capitalized leases

    $ 106,950    $ 116,387    $ 110,964    $ 110,017    $ 43,537

Amortization of direct financing costs

      3,693      4,068      3,137      2,215      1,867

Amortization of discount on debt

      51      514      504      427      388

Interest element of rentals

      2,105      1,900      1,566      1,386      705
    
  
  
  
  

Total fixed charges

    $ 112,799    $ 122,869    $ 116,171    $ 114,045    $ 46,497
    
  
  
  
  

Ratio of Earnings to Fixed Charges

      4.0      2.9      2.4      2.1      3.2
    
  
  
  
  

 

(a)   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 which management believes is representative of the interest component of lease expense.
EX-23.3 4 dex233.htm CONSENT OF KPMG LLP Consent of KPMG LLP

Exhibit 23.3

 

 

INDEPENDENT AUDITORS’ CONSENT

 

The Board of Directors

Constellation Brands, Inc.:

 

We consent to the incorporation by reference in this registration statement on Form S-3 (No. 333-63480) of Constellation Brands, Inc. of our report dated April 9, 2003, with respect to the consolidated balance sheet of Constellation Brands, Inc. and subsidiaries as of February 28, 2003, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the year then ended, which report appears in the February 28, 2003, annual report on Form 10-K of Constellation Brands, Inc. and to the reference to our firm under the heading “Experts” in the prospectus included in this registration statement.

 

Our report refers to our audit of the disclosures added and reclassifications and adjustments that were applied to restate the February 28, 2002 and 2001 consolidated financial statements, as more fully described in Notes 1 and 2 to the consolidated financial statements. However, we were 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.

 

 

/s/    KPMG LLP

Rochester, New York

July 11, 2003

EX-23.4 5 dex234.htm CONSENT OF PRICEWATERHOUSECOOPERS Consent of PricewaterhouseCoopers

Exhibit 23.4

 

 

CONSENT OF CHARTERED ACCOUNTANTS

 

 

We hereby consent to the incorporation by reference in this Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-63480) of Constellation Brands, Inc. of our report dated March 6, 2003, except for notes 37 and 38 for which the date is April 23, 2003, relating to the financial statements of BRL Hardy Limited, which appears in the Current Report on Form 8-K/A of Constellation Brands, Inc. filed on June 9, 2003. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

 

/s/    PricewaterhouseCoopers

Adelaide, Australia

July 11, 2003

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