8-K/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant To Section 13 Or 15(d) of
The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 14, 2004

The Robert Mondavi Corporation

(Exact Name of Registrant as Specified in Charter)

California
(State or Other Jurisdiction of Incorporation)

33-61516 (Commission File Number)	94-2765451 (IRS Employer Identification No.)
841 Latour Court Napa, California (Address of Principal Executive Offices)	94558 (Zip Code)

Registrant’s telephone number, including area code: (707) 226-1395

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x  Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.05. Costs Associated with Exit or Disposal Activities.
	Item 2.06. Material Impairments.
	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Section 2 — Financial Information

Item 2.05. Costs Associated with Exit or Disposal Activities.

     This amendment updates the disclosure to Item 2.05 of the Current Report on Form 8-K filed by The Robert Mondavi Corporation (the “Company”) on September 20, 2004.

     On September 14, 2004, the Company announced that its board of directors had adopted and approved a restructuring plan and that, as part of this restructuring, the Company expected to incur up to $200 million in pre-tax charges, of which between $64 million and $76 million is estimated to require the outlay of cash. These charges include certain asset impairments under generally accepted accounting principles with respect to vineyards, winery facilities and other vineyard assets, and inventory related to luxury and other discontinued brands, estimated at between approximately $110.7 million and $125 million; other corporate lease termination and shutdown costs, estimated at approximately $9.5 million; grape contract buyout costs, estimated at between approximately $14 million and $18 million; employee severance costs, estimated at approximately $15.5 million; and transaction fees, estimated at between approximately $14.5 million and $21.4 million. The Company expects to be able to complete these restructuring activities within twelve months.

Item 2.06. Material Impairments.

     See Item 2.05.

Item 8.01. Other Events.

     The unaudited pro forma combined financial information contained in Exhibit 99.1 is being furnished pursuant to Regulation FD in order to assist investors in understanding the charges expected to be incurred pursuant to the Company’s restructuring.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits
Exhibit No.	Description
99.1	Unaudited Pro Forma Combined Financial Information

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	The Robert Mondavi Corporation
Date:   October 8, 2004	By: Name: Title:	/s/ HENRY J. SALVO, JR. Henry J. Salvo, Jr. Executive Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited Pro Forma Combined Financial Information

EX-99.1 2 f02197exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

Unaudited Pro Forma Combined Financial Information

      The following tables show unaudited combined financial information for The Robert Mondavi Corporation, a Delaware Corporation, referred herein as Mondavi Delaware, on a pro forma basis, giving effect to (1) the plan and agreement of merger, and the merger contemplated thereby, in which, subject to shareholder approval, each share of Class A common stock of the Company will be converted into one share of Mondavi Delaware, the Company’s newly formed wholly-owned subsidiary, each share of Class B common stock of the Company will be converted into 1.165 shares of Mondavi Delaware and the state of incorporation of the Company will be changed from California to Delaware and (2) the Company’s plan to divest its luxury brands and investments and certain non-strategic assets, as approved by the board of directors on September 14, 2004, referred to herein as the September 14, 2004 restructuring, together as if the transactions had occurred on July 1, 2003 for the income statement information and as if the transactions had occurred on June 30, 2004 for the balance sheet information. The pro forma income statement information does not include gains or losses relating to the divestiture because such gains and losses are considered to be non-recurring.

      In evaluating the divestiture of the Company’s luxury brand assets and investments and certain non-strategic assets, the Company determined that the carrying value of certain inventories relating primarily to discontinued brands was greater than the sale price expected to be received through the plan of disposal approved by the board of directors. The Company also determined that the carrying value of certain vineyards and vineyard assets exceeded the expected sale price. Accordingly the pro forma financial statements include adjustments to reduce these inventories, vineyards and vineyard assets to their expected sale price. Additional costs relating to the September 14, 2004 restructuring reflected in the pro forma financial statements include costs associated with the exit of grape contracts where the supply of grapes is no longer required, severance costs related to the separation of luxury business employees and costs associated with the corporate shutdown of properties primarily used for the luxury business. Costs related to the restructuring of the on-going lifestyle business reflected in the pro forma financial statements include costs associated with the exit of grape contracts following the Company’s decision to change the sourcing, costs associated with the renegotiation of existing grape contract terms including price, length of contract, and variety of grapes, and costs associated with corporate downsizing following the restructuring. The pro forma financial statements do not reflect any gains that might be made from the foregoing transactions as the company has no sale agreement in place with respect to any of these transactions.

      The unaudited pro forma combined financial information is based on the Company’s historical consolidated financial statements for the respective periods. The historical consolidated financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the transactions described above, (2) factually supportable and (3) with respect to the income statement information, expected to have a continuing impact on the combined results. You should read this information in conjunction with the Company’s separate historical consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2004.

      The unaudited pro forma combined financial information is presented for informational purposes only and does not purport to represent what Mondavi Delaware’s financial position or operating results actually would have been had the merger and the September 14, 2004 restructuring been completed at the dates indicated. In addition, the unaudited pro forma combined financial information does not purport to project Mondavi Delaware’s future operating results or financial position.

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The Robert Mondavi Corporation

Unaudited Pro Forma Combined Balance Sheet As of June 30, 2004

(Dollars in thousands)

		The Robert
		Mondavi					September 14, 2004
		Corporation		Merger			Restructuring
		(California)		Adjustments			Adjustments			As of
		As of		(Footnotes A-D)			(Footnotes E-G)			June 30, 2004
		June 30, 2004		Increase/(Decrease)			Increase/(Decrease)			Pro Forma
ASSETS
Current Assets:
Cash and cash equivalents		$	48,960	$			$			$	48,960
Accounts receivable, net			94,549					(18,149	)(E)		76,400
Inventories			387,940					(118,806	)(E)		264,134
								(5,000	)(G)
Prepaid expenses and other current assets			7,025					42,280	(F)		71,305
								22,000	(G)
Assets held for sale			—					136,955	(E)		102,755
								(34,200	)(F)
	Total current assets		538,474					25,080			563,554
Property, plant and equipment, net			397,699					(180,968	)(E)		216,731
Investments in joint ventures			29,607					(29,268	)(E)		339
Restricted cash			6,184								6,184
Other assets			6,206					(3,038	)(E)		3,168
Assets held for sale			—					213,294	(E)		141,774
								(71,500	)(F)
	Total assets	$	978,170	$			$	(46,420	)	$	931,750
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	26,037	$	3,500	(C)	$			$	79,537
								50,000	(G)
Employee compensation and related costs			15,905								15,905
Accrued interest			6,967								6,967
Other accrued expenses			14,693								14,693
Current portion of long-term debt			18,910								18,910
	Total current liabilities		82,512		3,500			50,000			136,012
Long-term debt, less current portion			363,289								363,289
Deferred income taxes			42,773								42,773
Deferred executive compensation			7,484								7,484
Other liabilities			2,312								2,312
	Total liabilities		498,370		3,500			50,000			551,870
Commitments and contingencies			—								—

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			The Robert
			Mondavi						September 14, 2004
			Corporation			Merger			Restructuring
			(California)			Adjustments			Adjustments			As of
			As of			(Footnotes A-D)			(Footnotes E-G)			June 30, 2004
			June 30, 2004			Increase/(Decrease)			Increase/(Decrease)			Pro Forma
Shareholders’ equity:
Preferred stock: authorized — 5,000,000 shares; issued and outstanding — no shares							—	(D)					—
Common stock, par value $0.001; issued and outstanding — 100 shares (at date of formation); 17,399,285 converted shares per pro forma							16	(A)					17
							1	(B)					—
Class A common stock, without par value: authorized — 25,000,000 shares; issued and outstanding — 10,676,399				99,268			(99,268	)(A)					—
Class B common stock, without par value: authorized — 12,000,000 shares; issued and outstanding — 5,770,718				9,256			(9,256	)(A)					—
Paid-in capital				13,347			108,508	(A)					157,103
							35,248	(B)
Retained earnings				359,436			(35,249	)(B)					224,267
							(3,500	)(C)
										(63,420	)(F)
										(33,000	)(G)
Deferred compensation stock plans				(534	)								(534	)
Accumulated other comprehensive income (loss):
	Cumulative translation adjustment			(1,011	)								(1,011	)
	Forward contracts			38									38
		Total shareholders’ equity		479,800			(3,500	)		(96,420	)		379,880
		Total liabilities and shareholders’ equity	$	978,170		$	—		$	(46,420	)	$	931,750

Notes to Unaudited Pro Forma Combined Balance Sheet

(A)

To reflect the issuance of one share of common stock of The Robert Mondavi Corporation (Delaware) in exchange for each outstanding share of Class A and Class B common stock of The Robert Mondavi Corporation (California). This adjustment has been recorded based on the par value of The Robert Mondavi Corporation (Delaware) shares issued with the difference between the par value of The Robert Mondavi Corporation (Delaware) shares issued and the book value of The Robert Mondavi Company (California) Class A and Class B shares exchanged recorded as an increase in paid-in capital.

(B)

To reflect the issuance of an additional .165 shares of common stock of The Robert Mondavi Corporation (Delaware) for each outstanding share of Class B common stock of The Robert Mondavi Corporation (California). This adjustment has been recorded using fair value of The Robert Mondavi Corporation (California) Class A common stock as of June 30, 2004 which results in a charge to retained earnings and an increase in paid-in capital for the difference between the aggregate par value of The Robert

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	Mondavi Corporation (Delaware) common stock issued and the aggregate fair market value of The Robert Mondavi Corporation (California) common stock exchanged.
(C)	To record estimated expenses of $3,500 associated with the recapitalization transaction. These expenses are not deductible for federal or state income tax purposes. As a result the company’s effective tax rate for its quarter ended September 30, 2004 may be as high as 40%.
(D)	To reflect preferred stock of The Robert Mondavi Corporation (Delaware) that has been authorized but not issued.
(E)	In connection with the Company’s plan to divest its luxury brand assets and investments and certain non-strategic assets, as approved by the board of directors on September 14, 2004, adjustment to reflect the reclassification of these assets to be held for sale as follows:

	Luxury		Non-strategic
Current Assets:	Brands		Assets		Adjustment Total
Inventories	$	118,806	$	—	$	118,806
Accounts Receivable		18,149		—		18,149
		136,955		—		136,955
Long-term assets:
Property, plant & equipment		103,468		77,500		180,968
Investments in joint ventures		29,268		—		29,268
Other assets		3,038		—		3,038
		135,774		77,500		213,274
Total	$	272,729	$	77,500	$	350,229

(F) To reflect the impairment of luxury brand assets and non-strategic assets held for sale, tax effected at 40%, as follows:

Assets held for sale	Impairment
Current:
Inventories(1)	$	34,200
Long term:
Property, plan & equipment(2)		71,500
		105,700
Less tax at 40%		(42,280	)
Impact on retained earnings	$	63,420

(1)	Represents a write-down to estimated market prices for the luxury brand’s wine based on current market activity and the write-off of inventory costs relating to discontinued luxury brands.
(2)	Represents estimated losses on the sale of vineyards and related vineyard assets of the luxury business based on contracts and third party valuations. Also represents estimated losses on the sale of non-strategic vineyards and vineyard assets based on previous third party offers, previous comparable transactions and valuations and preliminary current offers.

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(G) In connection with the Company’s plan to divest its luxury brand assets and investments and certain non-strategic assets, as approved by the board of directors on September 14, 2004, adjustment to reflect additional expenses associated with this decision, tax effected at 40%, as follows:

	Luxury		Non-strategic
Current assets:	Brands		Assets		Adjustment Total
Inventory impairment(1)	$	—	$	5,000	$	5,000
Current liabilities:
Grape contract buy out(2)		2,000		12,000		14,000
Severance(3)		8,500		7,000		15,500
Other corporate leases/shutdowns(4)		4,750		4,750		9,500
Transaction fees(5)		8,000		3,000		11,000
Accounts payable		23,250		26,750		50,000
		23,250		31,750		55,000
Less tax at 40%		9,300		12,700		22,000
Impact on retained earnings	$	13,950	$	19,050	$	33,000

(1)  Represents primarily a write-down to estimated market prices of inventory relating to discontinued lifestyle brands based on current market activity.

(2)	Represents the cost to buy out a number of grape purchase contracts for luxury brands and for certain other brands in accordance with the terms of the purchase contract and estimated costs to exit further contracts based on negotiated rates and terms.
(3)	Represents severance costs of employees in the luxury business and the laying off of other employees following the strategic changes occurring in the remaining business, based on identified employees and their related severance costs.
(4)	Represents the costs of exiting certain leases relating to the luxury business based on the terms of the lease and restructuring the remaining business to fit the new strategic plan, based on management estimates.
(5)	Represents estimated costs to sell the luxury assets and investments, based on fee schedules and quotes.

      Note: The Company has reflected total pretax charges of approximately $161 million associated with the September 14, 2004 restructuring in footnotes F and G above. In accordance with generally accepted accounting principles, the amounts are based on the low end of a range of possible outcomes, when no amount in the range is more probable than any other. However, the Company could incur additional costs of approximately $39 million, which represents the difference between this low end and the upper end of management’s estimated range. In addition to these charges are fees of up to $28 million the Company may incur as a result of the early retirement of $262 million in private placement debt following the September 14, 2004 restructuring. These fees have not been reflected in the pro forma statements above because they are dependent upon a number of unknown factors and variables as well as the outcome of ongoing negotiations.

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The Robert Mondavi Corporation

Unaudited Pro Forma Income Statement

Year Ended June 30, 2004

(In thousands, except per share data)

			The Robert
			Mondavi
			Corporation
			(California)						As of
			As of			Adjustments			June 30, 2004
			June 30, 2004			Increase/(Decrease)			Pro Forma
Net revenues			$	468,047			(89,776	)(B)	$	378,271
Cost of goods sold				283,849			(56,195	)(B)		227,654
		Gross profit		184,198			(33,581	)		150,617
Selling, general and administrative expenses				132,259			(37,040	)(B)		95,219
Gain on sale of assets, net				(1,531	)					(1,531	)
	Operating income			53,470			3,459			56,929
Other (income) expense:
	Interest, net			21,382						21,382
	Equity income from joint ventures			(6,685	)		6,685	(B)		—
	Other			(1,580	)					(1,580	)
	Income before income taxes			40,353			(3,226	)		37,127
Provision for income taxes				14,769			1,290	(C)		13,479
	Net income		$	25,584			(1,936	)	$	23,648
Earnings per share — basic			$	1.56					$	1.36
Earnings per share — diluted			$	1.55					$	1.35
Weighted average number of shares outstanding — basic				16,401			952	(A)		17,353
Weighted average number of shares outstanding — diluted				16,542			952	(A)		17,494

Notes to Unaudited Pro Forma Income Statement

(A)	To record the exchange of 6,722,050 common shares of The Robert Mondavi Corporation (Delaware) for 5,770,000 shares of Class B common stock of The Robert Mondavi Corporation (California). The 952,167 incremental shares issued have been recorded as pro forma adjustment.
(B)	The company has approved the plan to explore the divestiture of its luxury wine assets and investments. This adjustment removes the revenues and expenses related to the assets and investments that are subject to the plan of divestiture. The pro forma income statement does not include gains or losses relating to the divestiture because such gains and losses are considered to be non-recurring.
(C)	To record the estimated tax at 40% on the revenues and expenses associated with the assets and investments being divested.

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EX-99.1

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