-----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, UR9FqN3V9ib4timkxYB1t5uTY6jpFndMfwHnT3rJbOvbjiPZ/ojeGcRwG+wqa2wS ijUR9SdCeT+Q9mHoruhZ4g== 0001157523-04-010872.txt : 20041117 0001157523-04-010872.hdr.sgml : 20041117 20041116180121 ACCESSION NUMBER: 0001157523-04-010872 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041115 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041117 DATE AS OF CHANGE: 20041116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONDAVI ROBERT CORP CENTRAL INDEX KEY: 0000902276 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 942765451 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21624 FILM NUMBER: 041150489 BUSINESS ADDRESS: STREET 1: 7801 ST HELENA HWY STREET 2: PO BOX 106 CITY: OAKVILLE STATE: CA ZIP: 94562 BUSINESS PHONE: 7072599463 MAIL ADDRESS: STREET 1: 7801 ST HELENA HWY CITY: OAKVILLE STATE: CA ZIP: 94562 8-K 1 a4768230.txt ROBERT MONDAVI CORP. 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): November 15, 2004 The Robert Mondavi Corporation (Exact Name of Registrant as Specified in Charter) California (State or Other Jurisdiction of Incorporation) 33-61516 94-2765451 (Commission File Number) (IRS Employer Identification No.) 841 Latour Court Napa, California 94558 (Address of Principal Executive Offices) (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): |_| 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)) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 8.01. Other Events. On November 15, 2004, the Company announced that its first quarter fiscal results have been revised to reflect the suspension of many of its previously announced restructuring initiatives as it seeks shareholder approval of a merger with Constellation Brands, Inc. A copy of the press release announcing the Company's first quarter fiscal results is included as an Exhibit to and incorporated by reference in this Current Report on Form 8-K. Item 9.01. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release dated November 15, 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: November 15, 2004 By: /s/ Henry J. Salvo., Jr. ------------------------- ----------------------------- Name: Henry J. Salvo, Jr. Title: Executive Vice President, Chief Financial Officer EX-99.1 2 a4768230ex991.txt PRESS RELEASE EXHIBIT 99.1 Robert Mondavi Corporation Recognizes Accounting Impact of Merger Agreement; Recapitalization, Restructuring and Step-up Charges are Reduced from $105.9 Million to $32.7 Million NAPA, Calif.--(BUSINESS WIRE)--Nov. 15, 2004--The Robert Mondavi Corporation (Nasdaq:MOND) said today that its first quarter fiscal 2005 results have been revised to reflect the suspension of many of its previously announced restructuring initiatives as it seeks shareholder approval of a merger with Constellation Brands, Inc. (NYSE:STZ). On October 27, 2004 Robert Mondavi Corporation reported a net loss of $(57.7) million for the quarter ended September 30, 2004, which included $105.9 million in pre-tax net charges. The company is now reporting a net loss of $(12.8) million for the quarter, or $(0.78) per diluted share, compared to net income of $9.8 million, or $0.60 per diluted share, during the same period a year ago. This year's first fiscal quarter now includes $32.7 million in pre-tax net charges, or $1.22 per diluted share, which are comprised of $11.4 million in employee severance, $8.1 million in banking, legal and reporting fees, $7.0 million in fixed and other asset impairment charges, and $6.2 million in inventory write-downs and step-up charges. A detailed list of the charges follows the Financial Highlights. Last year's first fiscal quarter included $0.9 million in pre-tax net gains, or $0.04 per diluted share. Excluding the aforementioned charges and gains, first fiscal quarter adjusted earnings are now $0.45 per diluted share, compared to $0.57 per diluted share a year ago and to the company's previously issued guidance of $0.33 per diluted share. Robert Mondavi Corporation produces and markets fine wines under the following labels: Woodbridge Winery, Robert Mondavi Private Selection, Robert Mondavi Winery, La Famiglia, Kirralaa, Byron Vineyards and Winery, Io, Arrowood Vineyards and Winery and Grand Archer by Arrowood. The company also produces Opus One, in partnership with the Baroness Philippine de Rothschild of Chateau Mouton Rothschild of Bordeaux, France; Luce, Lucente, Danzante, and the wines of Tenuta dell'Ornellaia, in partnership with the Marchesi de' Frescobaldi of Tuscany, Italy; and Sena and Arboleda, in partnership with the Eduardo Chadwick family of Vina Errazuriz in Chile. In addition to the partnership wines, Robert Mondavi Imports represents the wines of Marchesi de' Frescobaldi, Attems and Caliterra in the United States. Three Months Ended September 30, ------------------- 2004 2003 --------- --------- Cases sold 2,166 2,130 Net revenues $105,115 $103,937 Cost of goods sold (1) 69,270 61,924 --------- --------- Gross profit 35,845 42,013 Gross profit % 34.1% 40.4% Operating expenses (2) 30,728 28,730 Special charges (3) 26,542 -- --------- --------- Operating (loss) income (21,425) 13,283 Other (income) expense: Interest, net 5,106 5,540 Equity (income) from joint ventures (5,383) (8,006) Other (423) 240 --------- --------- (Loss) income before income taxes (20,725) 15,509 (Benefit) provision for income taxes (7,876) 5,661 --------- --------- Net (loss) income (12,849) 9,848 Weighted average number of shares outstanding -- Diluted 16,455 16,404 (Loss) earnings per share -- Diluted $(0.78) $0.60 Net cash flows from Operating Activities $7,140 $15,346 At 9/30/04 At 6/30/04 ------------ ------------ Current assets $600,745 $538,474 Total assets 1,031,556 978,170 Current liabilities 141,781 82,512 Total liabilities 560,944 498,370 Shareholders' equity 470,612 479,800 Working capital 458,964 455,962 Total debt 379,381 382,199 Total debt, net of Cash 325,004 333,239 (1) The three months ended September 30, 2004 include $5,958 in inventory write-downs and $199 in inventory step-up charges. The three months ended September 30, 2003 include $619 in inventory step-up charges. (2) The three months ended September 30, 2003 include $(1,531) in net gains related to the sale of fixed assets. (3) The three months ended September 30, 2004 include asset impairment charges of $6,939, severance charges of $11,497, and other fees of $4,364 related to the restructuring of the company. Also included in these charges are fees of $3,742 related to the company's recapitalization. Items included in GAAP Earnings per share $ per diluted $000 (1) share (2) ------------ ------------ - -------------------------------------------- Q1 Fiscal 2005 - -------------------------------------------- Reported Net (Loss) Income (GAAP) $(12,849) $(0.78) Included in Net Income - -------------------------------------------- Recapitalization charges 2,320 0.14 Restructuring charges: Fixed Asset impairment charges 4,302 0.26 Inventory write-downs 3,694 0.22 Severance charges 7,128 0.43 Other 2,706 0.16 ------------ ------------ Sub-total 17,830 1.08 Inventory step-up 123 $0.01 ------------ ------------ Adjusted Net Income excluding above items $7,424 $0.45 - -------------------------------------------- Q1 Fiscal 2004 - -------------------------------------------- Net Income (GAAP) $9,848 $0.60 Included in Net Income - -------------------------------------------- Inventory step-up 396 $0.02 Net gain on sale of Fixed Assets (972) ($0.06) ------------ ------------ Adjusted Net Income excluding above items $9,272 $0.57 (1) Numbers are reported after tax. The tax rate for the quarter was revised from 38.6% to 38.0% due to a change in the deductibility of some restructuring charges. (2) The weighted average number of shares outstanding is 16,455 for the calculation of basic and diluted EPS due to the net loss in the quarter. The weighted average number of shares outstanding is 16,455 for the calculation of basic EPS and 16,629 for the calculation of diluted EPS for the non-GAAP net income in the quarter. 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, the anticipated approval by the company's shareholders of the company's proposed plan of merger with Constellation Brands, other statements regarding the announced merger plan, the estimate of proceeds from the sale of assets, projections or predictions about the company's future earnings, interest and tax rates, financial returns, 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 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. There are also significant risks associated with the plan of merger announced November 3, 2004. The announcement of the merger may impair management's ability to focus on other needed areas of business execution. There is no assurance that the company will successfully complete the merger within the expected timeframe or at all and failure to complete the merger could adversely affect the company's stock price. If the company fails to complete the merger, it may be required to pay Constellation a termination fee and the company will not realize any benefits from the expenses it has incurred in preparation for the merger. In addition, certain officers and directors of the company have conflicts of interest that may have influenced them to support the plan of merger with Constellation. 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 and to the risk factors below. 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. Important Information For Investors And Shareholders In connection with the proposed merger, The Robert Mondavi Corporation will file a proxy statement and other relevant documents with the Securities and Exchange Commission (the "SEC"). INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. INVESTORS AND SHAREHOLDERS WILL HAVE ACCESS TO FREE COPIES OF THE PROXY STATEMENT (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED WITH THE SEC BY THE COMPANY THROUGH THE SEC WEB SITE AT WWW.SEC.GOV. THE PROXY STATEMENT 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, Constellation Brands, Inc. and their respective 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 and their interests in the solicitation will be set forth in the proxy statement when it is filed with the SEC. CONTACT: The Robert Mondavi Corporation Robert Philipps, 707-251-4850 VP, Treasury & Investor Relations Hilary Martin, 707-251-4487 VP Corporate Communications -----END PRIVACY-ENHANCED MESSAGE-----