-----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, QanfW7iUk2Fybm8w3QnwI/1g+UzB9GIJqKE5sR57Cx8Ghd18W31sqZiSXBjirwby SgPkB15V/LusAol0qVMzOg== 0000905718-94-000047.txt : 19970313 0000905718-94-000047.hdr.sgml : 19970313 ACCESSION NUMBER: 0000905718-94-000047 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941215 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CANANDAIGUA WINE CO INC CENTRAL INDEX KEY: 0000016918 STANDARD INDUSTRIAL CLASSIFICATION: 2080 IRS NUMBER: 160716709 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18096 FILM NUMBER: 94564827 BUSINESS ADDRESS: STREET 1: 116 BUFFALO ST CITY: CANANDAIGUA STATE: NY ZIP: 14424 BUSINESS PHONE: 7163947900 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROCKER DAVID A /NY/ CENTRAL INDEX KEY: 0000919275 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 45 ROCKEFELLER PLAZA STREET 2: SUITE 1759 CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 212-397-1220 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* CANANDAIGUA WINE COMPANY, INC. (Name of Issuer) Class A Common Stock, par value $.01 per share (Title of Class of Securities) 137 219 20 0 (CUSIP Number) David A. Rocker with a copy to: Suite 1759 Robert G. Minion, Esq. 45 Rockefeller Plaza Lowenstein, Sandler, Kohl, (212) 397-1220 Fisher & Boylan 65 Livingston Avenue Roseland, New Jersey 07068 (201) 992-8700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 2, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule l3d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. <\PAGE> The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above Persons): David A. Rocker ###-##-#### 2) Check the Appropriate Box if a member of a Group (See Instructions): (a) Not (b) Applicable 3) SEC Use Only 4) Source of Funds (See Instructions): WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable 6) Citizenship or Place of Organization: United States Number of Shares Beneficially 7) Sole Voting Power: 929,279* Owned by Each Reporting 8) Shared Voting Power: 0 Person With: 9) Sole Dispositive Power: 929,279* 10) Shared Dispositive Power: 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 929,279* 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable 13) Percent of Class Represented by Amount in Row (11): 5.8%* 14) Type of Reporting Person (See Instructions): IA, IN _________________________ * Rocker Partners, L.P., a New York limited partnership, owns 878,929 shares (5.5%) of Canandaigua Wine Company, Inc. Class A Common Stock. Compass Holdings, Ltd., a corporation organized under the International Business Companies Ordinance of the British Virgin Islands, owns 27,350 shares (0.2%) of Canandaigua Wine Company, Inc. Class A Common Stock. Centennial Partners, I, L.P., a Delaware limited partnership, owns 23,000 shares (0.1%) of Canandaigua Wine Company, Inc. Class A Common Stock. David A. Rocker (i) serves as the sole managing partner of Rocker Partners, L.P., (ii), through Rocker Offshore Management Company, Inc., serves as investment adviser to Compass Holdings, Ltd. and (iii) serves as an investment adviser for Centennial Partners I, L.P. See Item 5 for information on the computation of percentage ownership set forth herein. <\PAGE> Item 5. Interest in Securities of the Issuer. This Schedule 13D Amendment is being filed as a result of the increase in the number of outstanding shares of Canandaigua Wine Company, Inc. Class A Common Stock due to a public offering of such shares by Canandaigua Wine Company, Inc. Based upon the information contained in Canandaigua Wine Company, Inc.'s Annual Report on Form 10-K for the fiscal year ended August 31, 1993, as of November 21, 1994, there were issued and outstanding 16,049,368 shares of Canandaigua Wine Company, Inc. Class A Common Stock. As of December 2, 1994, (i) Rocker Partners, L.P. owned 878,929 (5.5%) of such shares, (ii) Compass Holdings, Ltd. owned 27,350 (0.2%) of such shares and (iii) Centennial Partners I, L.P. owned 23,000 (0.1%) of such shares. David Rocker possesses sole power to vote and direct the disposition of the shares of Canandaigua Wine Company, Inc. Class A Common Stock owned by Rocker Partners, L.P., Compass Holdings, Ltd. and Centennial Partners I, L.P. set forth above. The following table details the transactions by each of Rocker Partners, L.P., Compass Holdings, Ltd. and Centennial Partners I, L.P. in shares of Canandaigua Wine Company, Inc. Class A Common Stock during the past sixty days: A. Rocker Partners, L.P. Date Quantity Price (Purchases) October 5, 1994 8,000 $34.00 October 13, 1994 9,000 32.56 November 9, 1994 23,000 33.57 November 22, 1994 3,000 33.31 (Sales) October 31, 1994 600 $32.87 <\PAGE> B. Compass Holdings, Ltd. Date Quantity Price (Purchases) October 3, 1994 1,000 $32.87 October 13, 1994 1,000 32.56 October 21, 1994 1,000 33.26 October 24, 1994 900 33.03 October 25, 1994 500 33.12 October 31, 1994 600 32.66 November 2, 1994 500 32.87 November 4, 1994 1,000 34.00 November 9, 1994 1,000 33.37 November 17, 1994 200 33.50 November 22, 1994 2,000 33.31 (Sales) October 10, 1994 1,000 $33.12 October 10, 1994 1,000 33.75 October 25, 1994 500 33.12 November 14, 1994 1,000 33.50 November 21, 1994 2,000 33.43 December 2, 1994 5,000 34.16 C. Centennial Partners I, L.P. Date Quantity Price (Purchases) October 3, 1994 1,000 $32.87 October 5, 1994 500 34.00 October 19, 1994 1,000 33.37 October 21, 1994 1,000 33.26 October 21, 1994 500 33.20 October 31, 1994 500 32.66 November 2, 1994 600 32.59 November 9, 1994 1,000 33.37 (Sales) October 4, 1994 1,000 $33.50 October 5, 1994 2,000 33.12 October 11, 1994 1,000 33.81 November 18, 1994 1,000 33.37 December 2, 1994 4,700 34.16 <\PAGE> Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. December 14, 1994 /s/David A. Rocker --------------------------------- David A. Rocker, as managing partner of Rocker Partners, L.P., as president of Rocker Offshore Management Company, Inc., the investment adviser to Compass Holdings, Ltd., and as an investment adviser to Centennial Partners I, L.P. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). <\page> -----END PRIVACY-ENHANCED MESSAGE-----