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Constellation Brands, Inc. – ‘DEFS14A’ for 9/18/00

On: Monday, 8/28/00, at 8:02am ET · For: 9/18/00 · Accession #: 901309-0-207 · File #: 1-08495

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/28/00  Constellation Brands, Inc.        DEFS14A     9/18/00    1:40K                                    Nixon Peabody LLP/FA

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Definitive Proxy Statement                            18     69K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Beneficial Ownership Class A Stock Class B Stock Cwcp-Ii
1	1st Page - Filing Submission
10	Beneficial Ownership
11	Class A Stock
"	Class B Stock
14	Cwcp-Ii

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant   /X/                                                   

Filed by a party other than the Registrant / / Check the appropriate box:       

/ /      Preliminary Proxy Statement                                            

/  /     Confidential, for Use of the Commission Only (as permitted by Rule     
14a-6(e)(2))                                                  

/ X/     Definitive Proxy Statement                                             

/  /     Definitive Additional Materials                                        

/  /     Soliciting Material Pursuant to Section 240.14a-11(c) or               
Section 240.14a-12                                            

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CANANDAIGUA BRANDS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

/X/      No fee required                                                        

/  /     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

         (1)     Title of each class of securities to which transaction applies:

      (2)     Aggregate number of securities to which transaction applies:

 (3)     Per unit price or other underlying value of transaction
      computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
      which the filing fee is calculated and state how it was determined):

(4)     Proposed maximum aggregate value of transaction:      

(5)     Total fee paid:                                       

/  /     Fee paid previously with preliminary materials.                        

/  /     Check box if any part of the fee is offset as provided by Exchange Act 
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee
   was paid previously. Identify the previous filing by registration
       statement number, or the Form or Schedule and the date of its filing.

(1)     Amount Previously Paid:                               

-2- 

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(2)     Form, Schedule or Registration Statement No.:         

(3)     Filing Party:                                         

(4)     Date Filed:                                           

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 [Canandaigua Brands, Inc. LOGO]

CANANDAIGUA BRANDS, INC.
 Fine Wines, Spirits & Beers

================================  
SPECIAL MEETING OF STOCKHOLDERS 
================================

                                                           August   21,     2000

To Our Stockholders:                                                            

       You are cordially invited to attend a Special Meeting of Stockholders
of Canandaigua Brands, Inc. at One Chase Square, Rochester, New York, on Monday,
September 18, 2000 at 11:00 a.m.                                                

      The accompanying Notice of Special Meeting of Stockholders and Proxy
Statement describe in detail the matters expected to be acted upon at the       
Special Meeting.                                                                

We hope that you are able to attend this Special Meeting of   
Stockholders.                                                                   

                           Very truly yours,

                              /s/Richard Sands
                                  ------------------------
                       RICHARD SANDS
                                          Chairman of the Board, President
                                     and Chief Executive Officer

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CANANDAIGUA BRANDS, INC.
 300 WILLOWBROOK OFFICE PARK
FAIRPORT, NEW YORK 14450

------------------------------------------------------- 
 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
 TO BE HELD SEPTEMBER 18, 2000
------------------------------------------------------- 

  NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
CANANDAIGUA BRANDS, INC. (the "Company") will be held at One Chase Square,      
Rochester, New York, on Monday, September 18, 2000 at 11:00 a.m. for the        
following purposes more fully described in the accompanying Proxy Statement:    

       1.       To consider and act upon a proposal to amend and restate the
                 Company's Restated Certificate of Incorporation to change the
        name of the Company to    Constellation Brands, Inc.
(Proposal No. 1).                             

      2.       To transact such other business as may properly come before
   the Special Meeting or any adjournment thereof.

       The Board of Directors of the Company has fixed the close of business
on August 17, 2000 as the record date for the determination of stockholders     
entitled to notice of and to vote at the Special Meeting or any adjournment     
thereof.                                                                        

A Proxy Statement and proxy are enclosed.                     

   WE HOPE YOU WILL ATTEND THE SPECIAL MEETING IN PERSON, BUT IF YOU
CANNOT, PLEASE SIGN AND DATE THE ENCLOSED PROXY. RETURN THE PROXY IN THE        
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.     

                                            BY ORDER OF THE BOARD OF DIRECTORS

                              David S. Sorce
                                  ------------------------
                                   DAVID S. SORCE, Secretary

Fairport, New York                                                              
August    21,     2000                                                          

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CANANDAIGUA BRANDS, INC.

 300 WILLOWBROOK OFFICE PARK

FAIRPORT, NEW YORK 14450

 -----------------
 PROXY STATEMENT
 -----------------

 SPECIAL MEETING OF STOCKHOLDERS

 TO BE HELD SEPTEMBER 18, 2000

        This Proxy Statement is being furnished to stockholders of Canandaigua
Brands, Inc. (the "Company") in connection with the solicitation of proxies by  
the Board of Directors of the Company. The proxies are for use at a Special     
Meeting of Stockholders and any adjournment thereof (the "Meeting"). The Meeting
will be held at 11:00 a.m. on September 18, 2000, at One Chase Square,          
Rochester, New York.                                                            

         The shares represented by your proxy, if the proxy is properly executed
and returned, and not revoked, will be voted at the Meeting as therein          
specified. You may revoke your proxy at any time before it is exercised by      
delivering to the Secretary of the Company a written revocation or a duly       
executed proxy bearing a later date. You may also revoke your proxy by attending
the Meeting and voting in person.                                               

     Unless you indicate otherwise, the shares represented by your proxy
will be voted FOR the proposal to change the name of the Company to             
Constellation Brands, Inc.     (Proposal No. 1).                          

         The outstanding capital stock of the Company consists of Class A Common
Stock and Class B Common Stock. The enclosed proxy has been designed so that it 
can be used by stockholders owning Class A Common Stock or Class B Common Stock 
or both Class A Common Stock and Class B Common Stock.                          

 The cost of soliciting proxies will be borne by the Company. In
addition to the solicitation by use of the mails, directors, officers or regular
employees of the Company, without extra compensation, may solicit proxies in    
person or by telephone or facsimile. The Company has requested persons holding  
stock for others in their names or in the names of nominees to forward these    
materials to the beneficial owners of such shares. If requested, the Company    
will reimburse such persons for their reasonable expenses in forwarding these   
materials.                                                                      

        This Proxy Statement and the accompanying proxy are first being mailed
to stockholders on or about August    21,     2000.                             

DEFS14A 9th Page of 18 TOC 1st Previous Next ↓Bottom Just 9th
 VOTING SECURITIES

      The total outstanding capital stock of the Company, as of August 17,
2000, consisted of    15,239,628     shares of Class A Common Stock, par value  
$.01 per share (the "Class A Stock"), and    3,088,572     shares of Class B    
Common Stock, par value $.01 per share (the "Class B Stock"). Each share of     
Class B Stock is convertible into one (1) share of Class A Stock at any time at 
the option of the holder.                                                       

        Only holders of record of Class A Stock and Class B Stock on the books
of the Company at the close of business on August 17, 2000, the record date for 
eligibility to vote at the Meeting, are entitled to notice of and to vote at the
Meeting and at any adjournment thereof. Except as otherwise required by Delaware
law, the holders of the Class A Stock and the holders of the Class B Stock vote 
together as a single class on all matters other than the election of directors. 
Each holder of Class A Stock is entitled to one (1) vote for each share of Class
A Stock registered in his or her name, and each holder of Class B Stock is      
entitled to ten (10) votes for each share of Class B Stock registered in his or 
her name.                                                                       

        The holders of a majority of the outstanding aggregate voting power of
the Class A Stock and the Class B Stock present at the Meeting, in person or by 
proxy, will constitute a quorum. Shares represented by proxies marked as        
abstentions will be counted toward determining the presence of a quorum. Proxies
relating to shares held in "street name" by brokers or other nominees which may 
be voted with respect to some, but not all, matters without instruction from the
beneficial owner ("broker non-votes") are counted as shares present for         
determining a quorum.                                                           

 The adoption of the proposal to amend and restate the Company's
Restated Certificate of Incorporation to change the name of the Company to      
Constellation Brands, Inc.     (Proposal No. 1) requires the affirmative  
vote of the holders of a majority of all outstanding shares of Class A Stock and
Class B Stock entitled to vote thereon, voting together as a single class,      
provided that the holders of Class A Stock will have one (1) vote per share and 
the holders of Class B Stock will have ten (10) votes per share. Abstentions and
broker non-votes, if applicable, will therefore have the effect of negative     
votes.                                                                          

PROPOSAL NO. 1

 PROPOSED AMENDMENT AND RESTATEMENT OF THE
 COMPANY'S RESTATED CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY TO
      CONSTELLATION BRANDS, INC.

GENERAL                                                                         

         The Board of Directors of the Company has approved changing the name of
the Company from Canandaigua Brands, Inc. to    Constellation Brands, Inc.      
subject to stockholder approval. The change in the Company's name will be       
effected through an amendment and restatement of the Company's Restated         
Certificate of Incorporation.                                                   

REASONS FOR NAME CHANGE                                                         

  The Board of Directors believes that the Company's current name,
Canandaigua Brands, Inc., no longer accurately conveys the scope of a company   
that has gone far beyond its geographic roots and its original product line.    
Additionally, the current name creates confusion in that it does not            

2 

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provide for a clear distinction between          Canandaigua Brands and one of  
its operating divisions, Canandaigua Wine Company.                              

     While there is much pride associated with the name Canandaigua, the
Board of Directors and the Executive Management team believe the new name,      
   Constellation Brands, Inc.    , better reflects the Company's dynamic growth,
promising potential and diversified portfolio as well as provides a clear       
distinction between the corporate parent and its operating divisions.           
 Constellation, a collection of stars, conveys a company strengthened by its
people, brands and operating divisions. Often associated with guidance and      
discovery, "constellation" portrays the Company's entrepreneurial spirit and    
forward thinking style.                                                         

The new name,    Constellation Brands, Inc.    , will be used 
principally to identify the corporate management organization, which, among     
other things, oversees the various operating divisions and is responsible for   
establishing the corporation's strategic direction and for its consolidated     
financial results.                                                              

         The operating divisions will continue to manage the complexity of their
range of products through independent business units. Therefore, the operating  
divisions will proudly retain their names and autonomy -- Barton (Barton Beers  
and Barton Brands), Canandaigua Wine, Franciscan Estates and Matthew Clark      
allowing the divisions to remain close to their markets and their customers.    

   The change of the Company's name will not, in any way, affect the
validity of currently outstanding stock certificates, nor will stockholders be  
required to surrender or exchange any of their stock certificates.              

VOTE REQUIRED                                                                   

       In accordance with applicable Delaware law and the Company's Restated
Certificate of Incorporation, approval of Proposal No. 1 requires the           
affirmative vote of the holders of a majority of all outstanding shares of Class
A Stock and Class B Stock entitled to vote thereon, voting together as a single 
class, provided that the holders of Class A Stock will have one (1) vote per    
share and the holders of Class B Stock will have ten (10) votes per share.      

     THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS APPROVE THE
PROPOSED AMENDMENT AND RESTATEMENT OF THE COMPANY'S RESTATED CERTIFICATE OF     
INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO   CONSTELLATION BRANDS,      
INC.     AND ACCORDINGLY RECOMMENDS THAT YOU VOTE FOR PROPOSAL NO. 1.           

BENEFICIAL OWNERSHIP

         As of August 17, 2000, the following tables and notes set forth (i) the
persons known to the Company to beneficially own more than 5% of the Class A    
Stock or Class B Stock, (ii) the number of shares beneficially owned by them,   
and (iii) the percent of such class so owned, rounded to the nearest one-tenth  
of one percent. This information is based on information furnished to the       
Company by or on behalf of each person concerned. Unless otherwise noted, the   
percentages of ownership were calculated on the basis of    15,239,628          
shares of Class A Stock and    3,088,572     shares of Class B Stock outstanding
as of the close of business on August 17, 2000.                                 

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                                                        [Enlarge/Download Table]


                                                           CLASS A STOCK                                               

-------------------------------------------------------------------------------------------------------------------    
                                                  AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP (1)                        
                                             --------------------------------------------------------                  
NAME AND ADDRESS OF                            SOLE POWER TO      SHARED POWER TO                     PERCENT OF       
BENEFICIAL OWNER                              VOTE OR DISPOSE     VOTE OR DISPOSE        TOTAL         CLASS (1)       
-------------------------------------------------------------------------------------------------------------------    
                                                                                                                       
Marilyn Sands                                                                                                          
300 WillowBrook Office Park                                                                                            
Fairport, NY  14450                                 789,053 (2)         86,726  (3)        875,779             5.7   % 
-------------------------------------------------------------------------------------------------------------------    

Robert Sands                                                                                                           
300 WillowBrook Office Park                                                                                            
Fairport, NY  14450                                 360,327 (4)        400,052  (4)        760,379             5.0   % 
-------------------------------------------------------------------------------------------------------------------    
Richard Sands                                                                                                          
300 WillowBrook Office Park                                                                                            
Fairport, NY  14450                                 331,445 (5)        400,052  (5)        731,497             4.8   % 
-------------------------------------------------------------------------------------------------------------------    
CWC Partnership-I                                                                                                      
300 WillowBrook Office Park                                                                                            
Fairport, NY  14450                                    -               383,046  (6)        383,046             2.5   % 
-------------------------------------------------------------------------------------------------------------------    
Trust for the benefit of Andrew Stern,                                                                                 
M.D., under the will of Laurie Sands                                                                                   
300 WillowBrook Office Park                                                                                            
Fairport, NY  14450                                    -               383,046  (7)        383,046             2.5   % 
-------------------------------------------------------------------------------------------------------------------    
Stockholders Group Pursuant to Section                                                                                 
13(d)(3) of the Securities Exchange Act of                                                                             
1934, as amended (8)                                   -             1,091,824  (8)      1,091,824             7.1   % 
-------------------------------------------------------------------------------------------------------------------    
FMR Corp.                                                                                                              
82 Devonshire Street                                                                                                   
Boston, MA  02109 (9)                                       (9)                 (9)      2,216,790             14.5   %
-------------------------------------------------------------------------------------------------------------------    

                                                           CLASS B STOCK                                               
-------------------------------------------------------------------------------------------------------------------    
                                                  AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP (1)                        
                                             --------------------------------------------------------                  
NAME AND ADDRESS OF                            SOLE POWER TO      SHARED POWER TO                     PERCENT OF       
BENEFICIAL OWNER                              VOTE OR DISPOSE     VOTE OR DISPOSE        TOTAL         CLASS (1)       
-------------------------------------------------------------------------------------------------------------------    
Richard Sands                                                                                                          
300 WillowBrook Office Park                                                                                            
Fairport, NY  14450                                 738,529          1,357,518  (5)      2,096,047             67.9   %
-------------------------------------------------------------------------------------------------------------------    
Robert Sands                                                                                                           
300 WillowBrook Office Park                                                                                            
Fairport, NY  14450                                 737,824          1,357,518  (4)      2,095,342             67.8   %
-------------------------------------------------------------------------------------------------------------------    
Trust for the benefit of Andrew Stern,                                                                                 
M.D., under the will of Laurie Sands                                                                                   
300 WillowBrook Office Park                                                                                            
Fairport, NY  14450                                  -                 832,839  (7)        832,839             27.0   %
-------------------------------------------------------------------------------------------------------------------    
CWC Partnership-I                                                                                                      
300 WillowBrook Office Park                                                                                            
Fairport, NY  14450                                     -              762,385  (6)        762,385             24.7   %
-------------------------------------------------------------------------------------------------------------------    
Trust for the benefit of the Grandchildren                                                                             
of Marvin and Marilyn Sands                                                                                            
300 WillowBrook Office Park                                                                                            
Fairport, NY  14450                                     -              506,250 (10)        506,250             16.4   %
-------------------------------------------------------------------------------------------------------------------    

                                       4                                                                               

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-------------------------------------------------------------------------------------------------------------------    
                                                  AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP (1)                        
                                             --------------------------------------------------------                  
NAME AND ADDRESS OF                            SOLE POWER TO      SHARED POWER TO                     PERCENT OF       
BENEFICIAL OWNER                              VOTE OR DISPOSE     VOTE OR DISPOSE        TOTAL         CLASS (1)       
-------------------------------------------------------------------------------------------------------------------    
Marilyn Sands                                                                                                          
300 WillowBrook Office Park                                                                                            
Fairport, NY  14450                                    4,500           101,850  (3)        106,350             3.4   % 
-------------------------------------------------------------------------------------------------------------------    
Stockholders Group Pursuant to Section                                                                                 
13(d)(3) of the Securities Exchange Act of                                                                             
1934, as amended (8)                                    -            2,833,871  (8)      2,833,871             91.8   %
-------------------------------------------------------------------------------------------------------------------    


-----------------------------                                                   
(1)      The number of shares and the percentage of ownership set forth in the  
         Class A Stock table includes the number of shares of Class A Stock that
      can be purchased by exercising stock options that are exercisable on
 August 17, 2000 or become exercisable within 60 days thereafter
       ("presently exercisable"), but does not include the shares of Class A
        Stock issuable pursuant to the conversion feature of the Class B Stock
        beneficially owned by each person. The number of shares and percentage
      of ownership assuming conversion of Class B Stock into Class A Stock
 are contained in the footnotes. For purposes of calculating the
       percentage of ownership of Class A Stock in the footnotes, additional
        shares of Class A Stock equal to the number of shares of Class B Stock
     owned by each person are assumed to be outstanding pursuant to Rule
    13d-3(d)(1) under the Securities Exchange Act. Where the footnotes
    reflect shares of Class A Stock as being included, such shares are
  included only in the Class A Stock table and where the footnotes
    reflect shares of Class B Stock as being included, such shares are
included only in the Class B Stock table.                     

(2)      With respect to 787,501 shares of the 789,053 shares of Class A Stock, 
       Marilyn Sands is the beneficial owner of a life estate which includes
       the right to receive income from and the power to vote and dispose of
       such shares. The remainder interest in such shares is held by Richard
Sands, Robert Sands and CWC Partnership-II, a New York general
partnership ("CWCP-II").                                      

(3)      The amounts reflected include, as applicable, 12,631 shares of Class A 
    Stock owned by the Mac and Sally Sands Foundation, Incorporated, a
       Virginia corporation (the "Sands Foundation"), of which Marilyn Sands
         is a director, 18,429 shares of Class B Stock owned by the Marvin Sands
         Master Trust (the "Master Trust"), of which Ms. Sands is a trustee, and
         74,095 shares of Class A Stock and 83,421 shares of Class B Stock owned
    by M,L,R&R, a New York general partnership ("MLR&R"), of which the
   Master Trust is a general partner. Ms. Sands disclaims beneficial
        ownership with respect to all shares owned by the Sands Foundation and
        with respect to all of the other foregoing shares except to the extent
         of her beneficial interest in the Master Trust. Assuming the conversion
      of Class B Stock beneficially owned by Ms. Sands into Class A Stock,
   Ms. Sands would beneficially own 982,129 shares of Class A Stock,
      representing    6.4    % of the outstanding Class A Stock after such
conversion.                                                   

(4)      The amount reflected as shares of Class A Stock over which Robert Sands
         has the sole power to vote or dispose includes 40,350 shares of Class A
 Stock issuable upon the exercise of options which are presently
      exercisable by Mr. Sands. The amounts reflected as shares over which
   Mr. Sands shares power to vote or dispose include, as applicable,
     308,951 shares of Class A Stock and 678,964 shares of Class B Stock
        owned by CWC Partnership-I, a New York general partnership ("CWCP-I"),
       of which Robert Sands is a managing partner, 18,429 shares of Class B
        Stock owned by the Master Trust of which Robert Sands is a trustee and
        beneficiary, 74,095 shares of Class A Stock and 83,421 shares of Class
     B Stock owned by MLR&R, of which Mr. Sands and the Master Trust are
       general partners, 70,454 shares of Class B Stock owned by CWCP-II, of
         which Mr. Sands is a trustee of the managing partner, 506,250 shares of
    Class B Stock owned by the trust described in footnote (10) below,
        12,631 shares of Class A Stock owned by the Sands Foundation, of which
        Mr. Sands is a director and officer, and 4,375 shares of Class A Stock
         issuable upon the exercise of presently exercisable options held by the
        Estate of Marvin Sands ("Marvin Sands' Estate"), of which Robert Sands
        is an executor. Mr. Sands disclaims beneficial ownership of all of the
    foregoing shares except to the extent of his ownership interest in
      CWCP-I and MLR&R and his beneficial interest in the Master Trust and
   Marvin Sands' Estate. The amounts reflected do not include 22,940
       shares of Class A Stock owned by Mr. Sands' wife, individually and as
      custodian for their minor children, the remainder interest Mr. Sands
      has in 259,849 of the 787,501 shares of Class A Stock subject to the
      life estate held by Marilyn Sands described in footnote (2) above or
        the remainder interest of CWCP-II in 265,151 of such shares. Mr. Sands

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 disclaims beneficial ownership with respect to all such shares.
    Assuming the conversion of Class B Stock beneficially owned by Mr.
      Sands into Class A Stock, Mr. Sands would beneficially own 2,855,721
       shares of Class A Stock, representing    16.4    % of the outstanding
Class A Stock after such conversion.                          

(5)      The amount reflected as shares of Class A Stock over which Richard     
       Sands has the sole power to vote or dispose includes 20,600 shares of
         Class A Stock issuable upon the exercise of options which are presently
      exercisable by Mr. Sands. The amounts reflected as shares over which
   Mr. Sands shares power to vote or dispose include, as applicable,
     308,951 shares of Class A Stock and 678,964 shares of Class B Stock
       owned by CWCP-I, of which Richard Sands is a managing partner, 18,429
       shares of Class B Stock owned by the Master Trust, of which Mr. Sands
         is a trustee and beneficiary, 74,095 shares of Class A Stock and 83,421
    shares of Class B Stock owned by MLR&R, of which Mr. Sands and the
         Master Trust are general partners, 70,454 shares of Class B Stock owned
      by CWCP-II, of which Mr. Sands is a trustee of the managing partner,
 506,250 shares of Class B Stock owned by the trust described in
        footnote (10) below, 12,631 shares of Class A Stock owned by the Sands
     Foundation, of which Mr. Sands is a director and officer, and 4,375
 shares of Class A Stock issuable upon the exercise of presently
    exercisable options held by Marvin Sands' Estate, of which Richard
       Sands is an executor. Mr. Sands disclaims beneficial ownership of all
        of the foregoing shares except to the extent of his ownership interest
         in CWCP-I and MLR&R and his beneficial interest in the Master Trust and
         Marvin Sands' Estate. The amounts reflected do not include 1,965 shares
       of Class A Stock owned by Mr. Sands' wife, the remainder interest Mr.
        Sands has in 262,501 of the 787,501 shares of Class A Stock subject to
       the life estate held by Marilyn Sands described in footnote (2) above
     or the remainder interest of CWCP-II in 265,151 of such shares. Mr.
       Sands disclaims beneficial ownership with respect to all such shares.
    Assuming the conversion of Class B Stock beneficially owned by Mr.
      Sands into Class A Stock, Mr. Sands would beneficially own 2,827,544
       shares of Class A Stock, representing    16.3    % of the outstanding
Class A Stock after such conversion.                          

(6)      The amounts reflected include, as applicable, 74,095 shares of Class A 
   Stock and 83,421 shares of Class B Stock owned by MLR&R, of which
         CWCP-I is a general partner. The shares owned by CWCP-I are included in
     the number of shares beneficially owned by Richard Sands and Robert
       Sands, the managing partners of CWCP-I, the Marital Trust (defined in
   footnote (7) below), a partner of CWCP-I which owns a majority in
       interest of the CWCP-I partnership interests, and the group described
        in footnote (8) below. The other partners of CWCP-I are trusts for the
       benefit of Laurie Sands' children. Assuming the conversion of Class B
     Stock beneficially owned by CWCP-I into Class A Stock, CWCP-I would
  beneficially own 1,145,431 shares of Class A Stock, representing
        7.2    % of the outstanding Class A Stock after such conversion.

(7)      The amounts reflected include, as applicable, 308,951 shares of Class A
         Stock and 678,964 shares of Class B Stock owned by CWCP-I, in which the
      Trust for the benefit of Andrew Stern, M.D. under the will of Laurie
 Sands (the "Marital Trust") is a partner and owns a majority in
        interest of the CWCP-I partnership interests, 70,454 shares of Class B
     Stock owned by CWCP-II, in which the Marital Trust is a partner and
       owns a majority in interest of the CWCP-II partnership interests, and
         74,095 shares of Class A Stock and 83,421 shares of Class B Stock owned
   by MLR&R, of which CWCP-I is a general partner. The Marital Trust
     disclaims beneficial ownership with respect to all of the foregoing
     shares except to the extent of its ownership interest in CWCP-I and
      CWCP-II. The amounts reflected do not include the remainder interest
       CWCP-II has in 265,151 of the 787,501 shares of Class A Stock subject
    to the life estate held by Marilyn Sands described in footnote (2)
         above. The Marital Trust disclaims beneficial ownership with respect to
   all such shares except to the extent of its ownership interest in

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DEFS14A 14th Page of 18 TOC 1st Previous Next ↓Bottom Just 14th
         CWCP-II. Assuming the conversion of Class B Stock beneficially owned by
the Marital Trust into Class A Stock, the Marital Trust would 
  beneficially own 1,215,885 shares of Class A Stock, representing
        7.6    % of the outstanding Class A Stock after such conversion.

(8)      The group as reported consists of Richard Sands, Robert Sands, CWCP-I, 
      CWCP-II, and the trust described in footnote (10) (collectively, the
   "Group"). The basis for the Group consists of: (i) a Stockholders
     Agreement among Richard Sands, Robert Sands and CWCP-I and (ii) the
      fact that the familial relationship between Richard Sands and Robert
         Sands, their actions in working together in the conduct of the business
         of the Company and their capacity as partners and trustees of the other
       members of the Group may be deemed to constitute an agreement to "act
      in concert" with respect to the Company's shares. The members of the
        Group disclaim that an agreement to act in concert exists. Except with
         respect to the shares subject to the Stockholders Agreement, the shares
        owned by CWCP-I and CWCP-II and the shares held by the trust described
       in footnote (10) below, no member of the Group is required to consult
  with any other member of the Group with respect to the voting or
      disposition of any shares of the Company. Assuming the conversion of
       Class B Stock beneficially owned by the Group into Class A Stock, the
 Group would beneficially own 3,925,695 shares of Class A Stock,
       representing    21.6    % of the outstanding Class A Stock after such
conversion.                                                   

(9)      The number of shares equals the number of shares of Class A Stock      
        reported to be beneficially owned by FMR Corp. ("FMR") in its Schedule
         13G (Amendment No. 1) dated February 14, 2000 filed with the Securities
       and Exchange Commission. The percentage of ownership reflected in the
        table is calculated on the basis of   15,239,628     shares of Class A
       Stock outstanding on August 17, 2000. The Schedule 13G indicates that
     of the 2,216,790 shares beneficially owned by FMR, FMR, through its
     control of Fidelity Management Trust Company, has sole voting power
    with respect to 135,800 shares and through its control of Fidelity
        Management and Research Company and Fidelity Management Trust Company,
  has sole dispositive power with respect to 2,216,790 shares. For
    further information pertaining to FMR, reference should be made to
FMR's Schedule 13G and Amendment No. 1 thereto filed with the 
     Securities and Exchange Commission. With respect to the information
     contained herein pertaining to shares of Class A Stock beneficially
         owned by FMR, the Company has relied solely on the information reported
   in FMR's Schedule 13G (Amendment No. 1) and has not independently
verified FMR's beneficial ownership as of August 17, 2000.    

(10)     The trust was created by Marvin Sands under the terms of an Irrevocable
         Trust Agreement dated November 18, 1987 (the "Trust"). The Trust is for
   the benefit of the present and future grandchildren of Marvin and
   Marilyn Sands. The Co-Trustees of the Trust are Richard Sands and
        Robert Sands. Unanimity of the Co-Trustees is required with respect to
   voting and disposing of the Class B Stock owned by the Trust. The
shares owned by the trust are included in the number of shares
  beneficially owned by Richard Sands, Robert Sands and the Group.
    Assuming the conversion of Class B Stock beneficially owned by the
    Trust into Class A Stock, the Trust would beneficially own 506,250
     shares of Class A Stock, representing   3.2    % of the outstanding
Class A Stock after such conversion.                          

 STOCK OWNERSHIP OF MANAGEMENT

         The following table and notes thereto set forth, as of August 17, 2000,
the beneficial ownership of the Company's directors, the Chief Executive Officer
and the other four most highly compensated executive officers at the end of the 
fiscal year ended February 29, 2000, and all of the Company's directors and     
executive officers as a group. This information is based on information         
furnished to the Company by or on behalf of each person concerned. Unless       
otherwise noted, the named individual has sole voting power and investment      
discretion with respect to the shares attributed to him and the percentages of  
ownership are calculated on the basis of    15,239,628     shares of Class A    
Stock and   3,088,572     shares of Class B Stock outstanding as of the close of
business on August 17, 2000.                                                    

7 

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                                                        [Enlarge/Download Table]


------------------------------------------------------------------------------------------------------------------        
                                                 CLASS A STOCK (1)                         CLASS B STOCK                  
                                       ---------------------------------------------------------------------------        
                                       SHARES BENEFICIALLY OWNED                                                          
                                       -------------------------------                                                    
                                                        SHARES                                                            
                                                        ACQUIRABLE        PERCENT OF                      PERCENT OF      
                                                        WITHIN 60 DAYS    CLASS           SHARES          CLASS           
                                       OUTSTANDING      BY EXERCISE OF    BENEFICIALLY    BENEFICIALLY    BENEFICIALLY    
NAME OF BENEFICIAL OWNER (2)           SHARES           OPTIONS (3)       OWNED (4)       OWNED           OWNED           
------------------------------------------------------------------------------------------------------------------        
                                                                                                                          

  Richard Sands                        706,522 (5)      24,975   (5)      4.8% (5)    2,096,047 (5)       67.9    % (5)   
  Robert Sands                         715,654 (5)      44,725   (5)      5.0% (5)    2,095,342 (5)       67.8    % (5)   
  Alexander L. Berk                       -             46,675            *                -             *                
  Peter Aikens                            -             12,500            *                -             *                
  Thomas S. Summer                         570 (6)      42,750            *                -             *                
  James A. Locke, III                    1,049          15,000            *    (7)           33          *                
  George Bresler                         2,000          12,000            *                -             *                
  Jeananne K. Hauswald                    -               -               *                -             *                
  Paul L. Smith                            400          12,000            *                -             *                
  Thomas C. McDermott                     -             12,000            *                -             *                

  All Executive Officers and                                                                                              
  Directors as a Group                                                                                                    

  (14 persons) (8)                   1,030,518         261,700               8.3    % (8)    2,833,904           91.8    %
------------------------------------------------------------------------------------------------------------------        

----------------------                                                          
* Percentage does not exceed one percent (1%) of the outstanding shares of such 
class.                                                                          

(1)      The shares and percentages of Class A Stock set forth in this table do 
       not include shares of Class A Stock that are issuable pursuant to the
   conversion feature of the Company's Class B Stock, although, such
       information is provided in a footnote where appropriate. For purposes
      of calculating the percentage of Class A Stock beneficially owned in
       the footnotes, additional shares of Class A Stock equal to the number
        of shares of Class B Stock owned by the named person or by the persons
    in the group of executive officers and directors are assumed to be
       outstanding only for that person or group of persons pursuant to Rule
13-3(d)(1) under the Securities Exchange Act.                 

(2)      This table would have included information concerning Marvin Sands as  
       one of the four most highly compensated executive officers other than
the CEO had it not been for his death on August 28, 1999.     

(3)      Reflects the number of shares of Class A Stock that can be purchased by
     exercising stock options that are exercisable on August 17, 2000 or
become exercisable within sixty 60 days thereafter.           

(4)      The percentage of Class A Stock beneficially owned by each of the named
   persons and by the executive officers and directors as a group as
      reflected in the table is based on the total number of shares listed
    for that person or group of persons under "Outstanding Shares" and
         "Shares Acquirable within 60 days by Exercise of Options". For purposes
      of calculating the percentage, the number of shares of Class A Stock
        listed under "Shares Acquirable within 60 days by Exercise of Options"
     for a named person or for the executive officers and directors as a
      group are assumed to be outstanding only for that person or group of
         persons pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act.

(5)      Includes shares with respect to which the named individual shares      
       voting power or investment discretion. See tables and footnotes under
   "Beneficial Ownership" above for information with respect to such
      matters and for the number and percentage of shares of Class A Stock
         that would be owned assuming the conversion of Class B Stock into Class
A Stock.                                                      

8 

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(6)      Mr. Summer shares the power to vote and dispose these shares with his  
spouse.                                                       

(7)      Assuming the conversion of Mr. Locke's 33 shares of Class B Stock into 
        Class A Stock, Mr. Locke would beneficially own 16,082 shares of Class
     A Stock, representing less than one percent (1%) of the outstanding
Class A Stock after such conversion.                          

(8)      This group consists of the Company's current executive officers and    
      directors. Assuming the conversion of a total of 2,833,904 shares of
Class B Stock beneficially owned by the executive officers and
     directors as a group into Class A Stock, all executive officers and
         directors as a group would beneficially own 4,126,122 shares of Class A
         Stock, representing    22.5    % of the outstanding Class A Stock after
such conversion.                                              

 STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING

        In order for any stockholder proposal submitted pursuant to Rule 14a-8
promulgated under the Securities Exchange Act of 1934, as amended (the "Act"),  
to be included in the Company's proxy statement to be issued in connection with 
the 2001 Annual Meeting of Stockholders, such proposal must be received by the  
Company no later than February 7, 2001.                                         

        Any notice of a proposal submitted outside the processes of Rule 14a-8
promulgated under the Act, which a stockholder intends to bring forth at the    
Company's 2001 Annual Meeting of Stockholders, will be untimely for purposes of 
Rule 14a-4 of the Act and the By-laws of the Company, if received by the Company
after February 7, 2001.                                                         

.                                                                             

 OTHER

         As of the date of this Proxy Statement, the Board of Directors does not
intend to present, and has not been informed that any other person intends to   
present, any matter at the Meeting other than those specifically referred to in 
this Proxy Statement. If any other matters properly come before the Meeting, it 
is intended that         the holders of the proxies will act in respect thereto 
in accordance with their best judgment.                                         

                                              BY ORDER OF THE BOARD OF DIRECTORS
                                David S. Sorce
                                     -------------------------
                                     DAVID S. SORCE, Secretary

Fairport, New York                                                              
August    21    , 2000                                                          

9 

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P R O X Y                                                                       

CANANDAIGUA BRANDS, INC.

 PROXY FOR CLASS A COMMON STOCK AND CLASS B COMMON STOCK

         The undersigned hereby appoints David S. Sorce and Thomas S. Summer, or
any one of them, proxies for the undersigned with full power of substitution to 
vote all shares of CANANDAIGUA BRANDS, INC. (the "Company") that the undersigned
would be entitled to vote at the Special Meeting of Stockholders to be held at  
One Chase Square, Rochester, New York, on Monday, September 18, 2000 at 11:00   
a.m., and at any adjournments thereof (the "Meeting").                          

Your Shares of Class A Common Stock and/or Class B Common Stock appear on the   
back of this card. Note that Shares (if any) designated as "ESPP" refer to      
Shares of Class A Common Stock. PLEASE SIGN ON THE BACK.                        

    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED BY THE 
UNDERSIGNED. THIS PROXY REVOKES ANY PRIOR PROXY GIVEN BY THE UNDERSIGNED. UNLESS
OTHERWISE SPECIFIED, THE SHARES REPRESENTED BY A SIGNED PROXY WILL BE VOTED FOR 
PROPOSAL 1.                                                                     

TO APPROVE THE BOARD OF DIRECTORS' RECOMMENDATION,
SIMPLY SIGN ON THE BACK. YOU NEED NOT MARK ANY BOXES. 

CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE

                                                              [SEE REVERSE SIDE]

DEFS14A Last Page of 18 TOC 1st Previous Next ↓Bottom Just 18th
                          BALLOT               Please mark
                                                          your votes as      [X]
                                                indicated in
                                                this example

1.       Proposal to amend and restate the Company's Restated Certificate of    
Incorporation to change the name of the Company to    Constellation Brands,     
Inc.                                                                            

  FOR                       AGAINST                    ABSTAIN

 [     ]                     [     ]                     [     ]

2.       In their discretion, the proxies are authorized to vote upon such other
business not known at the time of the solicitation of this Proxy as may properly
come before the Meeting or    at     any adjournments thereof.                  

         The shares represented by this    Proxy    , when properly executed and
returned, and not revoked, will be voted at the Meeting as herein specified. You
may revoke this    Proxy     at any time before it is exercised by delivering to
the Secretary of the Company a written revocation or a duly executed            
Proxy     bearing a later date. You may also revoke this    Proxy         
by attending the Meeting and voting in person.                                  

[  ]  MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW                               

       The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting of Stockholders and Proxy Statement for the Company's 
Special Meeting of Stockholders to be held on September 18, 2000, describing    
more fully the proposal set forth herein.                                       

Signature ________________________________    Date _________________________    

Signature ________________________________    Date _________________________    

NOTE: Please date this Proxy and sign your name above exactly as it appears     
hereon. Executors, administrators, trustees, etc. should so indicate when       
signing. If the stockholder is a corporation or other entity, the full entity   
name should be inserted and the Proxy signed by a duly authorized representative
of the entity, indicating his or her title or capacity.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFS14A’ Filing	Date	First	Last	Other Filings

	2/7/01	16
For Period End:	9/18/00	4	18	8-K, PRES14A
Filed on:	8/28/00			DEFA14A
	8/21/00	4	8
	8/17/00	6	15
	2/29/00	14		10-K, DEF 14A
	2/14/00	14		S-4/A
	8/28/99	15
				List all Filings

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Filing Submission 0000901309-00-000207 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Constellation Brands, Inc. – ‘DEFS14A’ for 9/18/00

On: Monday, 8/28/00, at 8:02am ET · For: 9/18/00 · Accession #: 901309-0-207 · File #: 1-08495

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents