8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

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

Date of report (Date of earliest event reported): October 4, 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))

Section 5 – Corporate Governance and Management

     Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
     Appointment of Principal Officers.

     On October 1, 2004, the Nominating and Governance Committee of the Board of Directors of The Robert Mondavi Corporation (the “Company”) sent a letter to Mr. R. Michael Mondavi to request Mr. Mondavi’s resignation as a director as a result of the quotations and the information attributed to Mr. Mondavi in the press. The letter stated that Mr. Mondavi’s statements violated confidentiality of board discussions and undermined the board’s efforts to conduct a fair process for the disposition of Company assets which maximizes shareholder value.

     On October 4, 2004, Mr. Mondavi resigned as a director of the Company and stated that the reason for his resignation was a result of his disagreement with the current strategy adopted by the board of directors concerning the future direction of the Company and that he believed that the strategic plan recently adopted by the board is contrary to the best interests of the Company and all of its shareholders. A copy of Mr. Mondavi’s resignation letter is included as Exhibit 99.1 to this report.

     Item 8.01. Other Events.

     On October 4, 2004, the Company issued a press release announcing the resignation of R. Michael Mondavi as a director. A copy of the press release is included as Exhibit 99.2 to this report.

     Item 9.01. Financial Statements and Exhibits.

(c) Exhibits
Exhibit No	Description
99.1	Letter of resignation of R. Michael Mondavi
99.2	Press release dated October 4, 2004

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 4, 2004	By: Name: Title:	/s/ Michael K. Beyer Michael K. Beyer Senior Vice President and General Counsel

EX-99.1 2 f02225exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

R. Michael Mondavi
P.O. Box 423
Oakville, CA 94562

Via Email

October 4, 2004

The Robert Mondavi Corporation
841 Latour Court
Napa, CA 94558

Attn: Mr. Ted W. Hall
Chairman of the Board

Dear Ted:

     As you know, I fundamentally disagree with the current strategy adopted by the board to directors concerning the future direction of the Company. I have given these issues a great deal of thought, and my disagreement is based solely on my desire to maximize value for all of the shareholders of the Company.

     Because I strongly believe that the strategic plan recently adopted by the board is contrary to the best interests of the Company and all of its shareholders, I do not feel comfortable serving on the Company’s board of directors at this time. Accordingly, effective immediately I hereby resign from my position as a director of the Company.

Very truly yours,

/s/ R. Michael Mondavi
R. Michael Mondavi

EX-99.1

exv99w1

EX-99.2

Exhibit 99.2

Contacts:	Robert Philipps VP, Treasury and Investor Relations (707) 251-4850
	Hilary Martin VP, Corporate Communications (707) 251-4487

THE ROBERT MONDAVI CORPORATION ANNOUNCES
DEPARTURE OF R. MICHAEL MONDAVI
FROM THE BOARD OF DIRECTORS

     Napa, CA, October 4, 2004 – The Robert Mondavi Corporation (NASDAQ: MOND) today announced that on October 1, 2004, the Nominating and Governance Committee of its Board of Directors sent a letter to Mr. R. Michael Mondavi to request Mr. Mondavi’s resignation as a director as a result of the quotations and the information attributed to Mr. Mondavi in the press. The letter stated that Mr. Mondavi’s statements violated the confidentiality of board discussions and undermined the board’s efforts to conduct a fair process for the disposition of company assets which maximizes shareholder value.

     Mr. Michael Mondavi submitted his resignation, effective immediately, on October 4, 2004.

     “We thank Michael Mondavi for his years of service and wish him well,” said Ted Hall, Chairman of the Board for The Robert Mondavi Corporation.

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Important Information For Investors And Shareholders

     In connection with the proposed recapitalization plan, The Robert Mondavi Corporation will file a combined proxy statement/prospectus and other relevant documents with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE RECAPITALIZATION PLAN AND RELATED MATTERS. INVESTORS AND SHAREHOLDERS WILL HAVE ACCESS TO FREE COPIES OF THE PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED WITH THE SEC BY THE COMPANY THROUGH THE SEC WEB SITE AT WWW.SEC.GOV. THE PROXY STATEMENT/PROSPECTUS AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR FREE (WHEN AVAILABLE) FROM THE COMPANY BY DIRECTING A REQUEST TO THE COMPANY’S INVESTOR RELATIONS DEPARTMENT AT 841 LATOUR COURT, NAPA, CA 94558; TELEPHONE (707) 251-4850; E-MAIL MOND@ROBERTMONDAVI.COM.

     The Company and its directors, executive officers, certain members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s shareholders in connection with the proposed recapitalization plan is set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2004 filed with the SEC on September 10, 2004 and proxy statement for its 2003 annual meeting of shareholders filed with the SEC on October 28, 2003. Additional information regarding such persons and a description of their direct and indirect interests in the recapitalization plan will be set forth in the proxy statement/prospectus when it is filed with the SEC.

Cautionary Statement Regarding Forward-Looking Statements

     This announcement and other information provided from time to time by the company contain historical information as well as forward-looking statements about the company, the premium wine industry and general business and economic conditions. Such forward-looking statements include, for example, projections or predictions about the company’s future growth, the announced restructuring and the amount of the related charges, the estimate of proceeds from the sale of assets, consumer demand for its wines, including new brands and brand extensions, margin trends, anticipated future investment in vineyards and other capital projects, the premium wine grape market and the premium wine industry generally. Actual results may differ materially from the company’s present expectations. Among other things, a soft economy, a downturn in the travel and entertainment sector, risk associated with continued conflict in the Middle East, reduced consumer spending, or changes in

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consumer preferences could reduce demand for the company’s wines. Similarly, increased competition or changes in tourism to our California properties could affect the company’s volume and revenue growth outlook. The supply and price of grapes, the company’s most important raw material, is beyond the company’s control. A shortage of grapes might constrict the supply of wine available for sale and cause higher grape costs that put more pressure on gross profit margins. A surplus of grapes might allow for greater sales and lower grape costs, but it might also result in more competition and pressure on selling prices or marketing spending. Interest rates and other business and economic conditions could increase significantly the cost and risks of projected capital spending. The restructuring announced on September 14, 2004 may impair management’s ability to focus on other needed areas of business execution. There are also significant risks associated with the restructuring, including the divestiture of the company’s luxury wine assets and investments and non-strategic assets announced on September 14, 2004. There is no assurance that the company will successfully complete the divestitures within the company’s expected timeframe or at all, or that it will realize the after-tax proceeds it presently estimates for such divestitures. There is no assurance the company will be able to effectively re-deploy any proceeds received from such divestitures. The lay-offs and significant restructuring charges announced in connection with the company’s September 14, 2004 restructuring will materially affect future earnings. There is no assurance that the proposed restructuring will enable the company to achieve significant cost savings or asset rationalization, or if any cost savings or assets rationalization is achieved, that it will be sufficient to grow the company’s volumes, profit or cash flow, or to enhance the company’s competitive position. For additional cautionary statements identifying important factors that could cause actual results to differ materially from such forward-looking information, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2004, on file with the Securities and Exchange Commission. For these and other reasons, no forward-looking statement by the company can nor should be taken as a guarantee of what will happen in the future.

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