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Constellation Brands Annual Report (Amendment), Year Ended Aug 31, 1994

Filing Date
Filed December 23, 1994
Period End
August 31, 1994
Security
STZ
In the record · 2016–202610-K1110-Q338-K237

STZ filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 237 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Jul ’17Jul ’17
  2. Material agreement8-K · Dec ’19Dec ’19
  3. Leadership change8-K · Jan ’22Jan ’22
  4. Leadership change8-K · Oct ’25Oct ’25

01—Abstract

Summary

Summary of the 10-K/A filed December 23, 1994. Cited figures are marked; the original filing is the authoritative source.

This Form 10-K/A is Amendment No. 1 to the annual report of Canandaigua Wine Company, Inc. (now Constellation Brands, Inc.) for the fiscal year ended August 31, 1994.

The stated purpose of the amendment is to submit the Exhibit 27 Financial Data Schedule. The filing is made by the parent company together with 18 wholly owned subsidiaries, including Barton Incorporated, Barton Brands, Ltd., Guild Wineries & Distilleries, Inc., Vintners International Company, Inc., and Monarch Wine Company, Limited Partnership. As of November 21, 1994, non-affiliate holders held voting stock with an aggregate market value of $479,968,662a.

The company had 16,049,368 Class A common shares and 3,390,051 Class B convertible common shares outstanding. The exhibit index shows the company's major 1991 to 1994 transactions. These include an asset purchase agreement with Guild Wineries and Distilleries (1991), a stock purchase agreement for Barton Incorporated (1993), an asset sale agreement with Vintners International Company, Inc. (1993), and an asset purchase agreement with Heublein, Inc. dated August 3, 1994, with amendments dated November 8 and November 18, 1994.

The index also lists a credit agreement and a second amended and restated credit agreement dated August 5, 1994 with banks for which The Chase Manhattan Bank acts as agent, a senior subordinated loan agreement dated October 15, 1993, and an indenture dated December 27, 1993 with Chemical Bank. The amendment itself contains no operating results or financial statement narrative.

Its main contents are the cover page information, the list of exhibits, and references to the original Form 10-K for the fiscal year ended August 31, 1994 for several exhibits, including the subsidiaries list, the consent of Arthur Andersen & Co., and the statement of computation of per share earnings. The proxy statement for the January 19, 1995 annual meeting is incorporated by reference for Part III.

02—Key points

Key Highlights

  1. Filing type: Amendment No. 1 on Form 10-K/A for the fiscal year ended August 31, 1994, filed to submit the Exhibit 27 Financial Data Schedule.
  2. Market value: Voting stock held by non-affiliates had an aggregate market value of $479,968,662 as of November 21, 1994.
  3. Share count: 16,049,368 Class A common shares and 3,390,051 Class B convertible common shares were outstanding as of November 21, 1994.
  4. Corporate structure: The registrant filed together with 18 wholly owned direct or indirect subsidiaries, including Barton Incorporated and its affiliates, Guild Wineries & Distilleries, Inc., and Vintners International Company, Inc.
  5. Heublein transaction: An asset purchase agreement with Heublein, Inc. dated August 3, 1994 was amended on November 8, 1994 and November 18, 1994.
  6. Financing arrangements: The filing references a credit agreement and second amended and restated credit agreement dated August 5, 1994 with The Chase Manhattan Bank as agent, a senior subordinated loan agreement dated October 15, 1993, and an indenture dated December 27, 1993 with Chemical Bank.
  7. Auditor: Arthur Andersen & Co. consent is incorporated by reference to the original fiscal 1994 Form 10-K.

03—Questions

Frequently Asked Questions

  1. Why was this amended annual report filed?

    The filing states that the purpose of this Amendment No. 1 on Form 10-K/A is to submit the Exhibit 27 Financial Data Schedule for the fiscal year ended August 31, 1994.

  2. What was the aggregate market value of shares held by non-affiliates?

    The aggregate market value of the voting stock held by non-affiliates was $479,968,662 as of November 21, 1994.

  3. How many shares of common stock were outstanding?

    As of November 21, 1994, there were 16,049,368 Class A common shares outstanding and 3,390,051 Class B convertible common shares outstanding.

  4. Which major acquisitions and agreements are referenced in the exhibit index?

    The exhibit index references an asset purchase agreement with Guild Wineries and Distilleries (1991), a stock purchase agreement for Barton Incorporated (1993), an asset sale agreement with Vintners International Company, Inc. (1993), and an asset purchase agreement with Heublein, Inc. dated August 3, 1994, as amended in November 1994.

  5. Where can investors find the full annual report contents for fiscal 1994?

    The filing states that several exhibits, including the subsidiaries list, the Arthur Andersen consent, and the earnings per share computation, are incorporated by reference to the Registrant's original Form 10-K for the fiscal year ended August 31, 1994. The proxy statement for the January 19, 1995 annual meeting is incorporated by reference for Part III.

04—Continue

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