UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
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[X] Soliciting Material Under Rule 14a-12
THE ROBERT MONDAVI CORPORATION
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CONSTELLATION BRANDS, INC.
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)
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[ ] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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
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On October 19, 2004, Richard Sands, Chairman and Chief Executive Officer of
Constellation Brands, Inc. ("Constellation"), sent the following letter to
Constellation employees:
Constellation Brands
370 Woodcliff Drive
Fairport, New York 14450
Phone 585-218-3600
Fax 585-218-3601
October 19, 2004
Dear Colleagues:
Today Constellation Brands announced a significant business opportunity. We have
submitted an offer to acquire the outstanding shares of The Robert Mondavi
Corporation. Details of the proposal are in the attached media release.
Mondavi is one of the top brand names in the wine business. They are a leader in
the California wine industry and largely responsible for creating Napa Valley as
a world-renowned wine producing region. Mondavi has a long, rich history and we
are committed to honoring and protecting the heritage and brand.
The proposed transaction with Mondavi is the latest step in our business
strategy of enhancing our profitable growth by increasing both our breadth and
our scale. This transaction will complement Constellation's portfolio with an
additional platform for luxury wine, stronger routes-to-market and additional
critical mass. It also enhances our position as the world's largest wine company
by increasing our presence in the premium through luxury categories.
Under our leadership, we have confidence that the Mondavi name will continue to
be associated with the highest in quality and the Mondavi brand will remain an
industry leader.
Throughout this process, it will be important as a company that we speak with
one voice. Please refer all external and internal inquiries on this transaction
to our corporate communications department so that Philippa Dworkin and her team
can respond with appropriate information.
This is a unique opportunity for Constellation and our partners. We believe the
proposed transaction with Mondavi will make Constellation even more successful,
enhance its worldwide recognition and bolster our effort to build significant
value for our shareholders.
Regards,
/s/ Richard Sands
Richard Sands
Chairman & Chief Executive Officer
FORWARD LOOKING STATEMENT
This letter may contain "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements are subject to a number
of risks and uncertainties, many of which are beyond Constellation's control,
that could cause actual results to differ materially from those set forth in, or
implied by, such forward-looking statements. All statements other than
statements of historical facts included in this letter are forward-looking
statements. All forward-looking statements speak only as of the date of this
letter. Constellation undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. There can be no guarantee that any transaction between
Constellation and Mondavi will occur. In addition to the risks and uncertainties
of ordinary business operations, the forward-looking statements of Constellation
contained in this letter are also subject to the following risks and
uncertainties: Constellation achieving certain sales projections and meeting
certain cost targets; wholesalers and retailers may give higher priority to
products of Constellation's competitors; raw material supply, production or
shipment difficulties could adversely affect Constellation's ability to supply
its customers; increased competitive activities in the form of pricing,
advertising and promotions could adversely impact consumer demand for
Constellation's products and/or result in higher than expected selling, general
and administrative expenses; a general decline in alcohol consumption; increases
in excise and other taxes on beverage alcohol products; and changes in foreign
currency exchange rates. For additional information about risks and
uncertainties that could adversely affect Constellation's forward-looking
statements, please refer to Constellation's Annual Report on Form 10-K for the
fiscal year ended February 29, 2004 and Constellation's Quarterly Report on Form
10-Q for the fiscal quarter ended August 31, 2004.
ADDITIONAL INFORMATION
Depending on future developments, Constellation may file with the SEC a proxy
statement for solicitation of proxies from the shareholders of Mondavi in
connection with Mondavi's annual meeting which is scheduled to take place on
November 30, 2004. We urge investors and security holders to read any such proxy
statement if and when it becomes available. Any such proxy statement would
contain important information. Investors and security holders would be able to
obtain a free copy of such proxy statement, if and when it becomes available, at
the SEC's internet site (http://www.sec.gov (http://www.sec.gov)) or directly
from Constellation by making a request to: Constellation Brands, Inc., 370
Woodcliff Drive, Suite 300, Fairport, New York, 14450, Attention: Corporate
Secretary. Constellation and certain other persons referred to below may be
deemed to be participants in the solicitation of proxies. The participants in
any such solicitation may include certain directors and executive officers of
Constellation. A detailed list of the names of Constellation's directors and
officers is contained in Constellation's proxy statement for its 2004 Annual
Meeting, filed with the SEC on June 17, 2004, which may be obtained without
charge at the SEC's internet site (http://www.sec.gov (http://www.sec.gov)) or
by directing a request to Constellation at the address provided above. As of the
date of this communication, Constellation owns 100 shares of Mondavi Class A
Common Stock. To Constellation's knowledge, none of the officers or directors of
Constellation who would be expected to participate in any such solicitation of
proxies owns any shares of Mondavi Class A Common Stock or Mondavi Class B
Common Stock. Except as disclosed above and in Constellation's proxy statement
for its 2004 Annual Meeting, to the knowledge of Constellation, none of the
directors or executive officers of Constellation who would be expected to
participate in any such solicitation of proxies has any material interest,
direct or indirect, by security holdings or otherwise, in Mondavi or
Constellation.