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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[ ] Definitive Proxy Statement Commission Only
[ ] Definitive Additional Materials (as permitted by Rule14a-6(e)(2))
[X] Soliciting Material Under Rule 14a-12
THE ROBERT MONDAVI CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(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 was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
Greg Evans' Employee Email
September 14, 2004
Dear Colleagues:
Since our earlier announcement about creating two divisions of the company, you
have undoubtedly been wondering about what the future will hold. Although I
cannot provide you with as many specifics as you might like, I can at least fill
you in on the items that have been discussed and approved by our Board of
Directors at our meeting in New York earlier today.
|X| Announcement of Restructuring/Preparation for Divesting Luxury Assets
Robert Mondavi Corporation is undergoing a significant evolution designed to
better serve the changing needs of our market and the demands of our consumers.
Today, we emerge from our Board of Directors meeting with a new strategy that
will be announced to the public tomorrow.
While it would be my preference to discuss these changes with you personally,
unfortunately, I am not able to do so, because we are on the East Coast for the
Board meeting. Due to regulations that govern publicly traded companies, we have
a limited window of time to get this information to you before it is reported in
the press, and we felt it was important that you hear from us first - even if
through email.
Unveiling the New Strategy
Robert Mondavi Corporation will announce that we will focus our efforts entirely
on our lifestyle wine brands. We understand that this is a significant change.
However, it is important to recognize that our current lifestyle portfolio
accounts for more than 80% of our revenues and profitability. The reality is
that we have been a lifestyle company for a long time.
We first launched lifestyle wines in order to reach the broader population with
the pleasures of wine, and that quest continues. In fact, it will continue with
acute focus and an ability to bring a host of quality wines at accessible prices
to consumers.
With our world-class team, we believe that we have the ability to become the
leading premium lifestyle wine company in the world. We have a keen
understanding of consumer insights that has helped us to develop powerful brands
like Woodbridge, which is the #1 wine brand in the world, in its segment. We
have seen impressive growth with Robert Mondavi Private Selection, when other
wines in its segment are in decline. And we have had proven success in launching
new wines like Papio.
1
Our lifestyle business is incredibly successful, yet can improve on maximizing
its potential. The lifestyle category is where we believe a successful future
lies for our company.
Moving forward, Robert Mondavi Corporation will be anchored by Woodbridge and
Robert Mondavi Private Selection. We will serve the broad popular market with
our existing high quality value wines as well as exciting new products.
As a result of this direction, we will pursue the divestiture of our luxury
assets and Joint Venture interests. These include:
Robert Mondavi Winery and its vineyards
Opus One
Luce della Vite
Lucente
Ornellaia
Sena
Arboleda
The Byron Winery and its vineyards
The Arrowood Winery and its vineyards
Grand Archer
We anticipate that it will take time to divest these assets, and we will need to
continue to sell these wines in the interim.
In particular, we are taking steps for Robert Mondavi Winery to ensure that it
endures as one of the world's greatest wine estates. We will reconfigure Robert
Mondavi Winery to maximize its value. To that point, we plan to bring a Managing
Director for Robert Mondavi Winery on board.
Announcement of Key Leadership Positions
We have agreed to the following leadership team and position announcements to
lead our organization forward.
o I remain our Chief Executive Officer. Reporting to me will be:
o Dennis Joyce, as announced, will serve as Chief Operating Officer
o Hank Salvo, Executive Vice President and Chief Financial Officer
o Greg Brady, Senior Vice President New Business Development
o Valerie Deitrick, Senior Vice President of Human Resources.
Continuing Senior Vice Presidents:
o Mike Beyer, Senior Vice President of Legal reporting to Hank Salvo.
o Steven Soderberg, Senior Vice President of Information Technology and
Logistics reporting to Hank Salvo.
o Eric Morham, Senior Vice President of Global Sales reporting to Dennis
Joyce.
2
o Pete Mattei, Senior Vice President of Production and Vineyards
reporting to Dennis Joyce.
Promotions:
o Rodney Williams is being promoted to the position of Senior Vice
President of Global Marketing, from his current position as Vice
President, Marketing, Woodbridge and New Brands. He will report to
Dennis Joyce.
New Positions:
o A new position for Senior Vice President of Supply Chain Management
has been created and will report to Dennis Joyce; we are actively
seeking to fill it.
o A new position for Managing Director of Robert Mondavi Winery; we are
actively seeking to fill it.
R. Michael Mondavi's Role Changes
We also need to tell you that, Michael Mondavi has decided to limit his role
with the company to serving as a member of the Company's Board of Directors. As
a founder of the Robert Mondavi Winery, Michael Mondavi has helped shape our
Company from its inception. The entire management team - past and present - are
very grateful for all of his contributions and wish him the best.
Impact to Employees
Frankly, the most difficult decision we had to make as leaders and members of
the Board of Directors concerns the impact to our employee population. However,
as we sell certain parts of the business, we have identified that our new
business model does not need the same number of employees. While some of these
changes are a result of selling certain facilities, others are a result of
reconfiguring the organization given our new lifestyle focus.
This announcement is painful, because it means that we will be saying goodbye to
friends and colleagues who have contributed to our success in the past. We want
to acknowledge our appreciation for those contributions.
Culturally and professionally, it will be challenging to go through this change.
While some of these challenges will be new and exciting as we share our plans on
how we'll build the business together for the future; others will be more
difficult as we transition out of the luxury wine business. We recognize this is
a highly stressful time for the organization, and ask everyone to be respectful
and supportive of your colleagues.
I hope that we can work together as productively as possible to focus on growing
our new organization towards a successful future.
3
We know people will be have many questions. That is why we plan to have local
department meetings at every location and in every functional area to talk about
how this announcement will affect each part of our business.
These meetings will take place beginning on Wednesday, September 15, through
Friday, September 17. Local managers will be scheduling department meetings and
sharing what information they have with you at that time.
We will be providing you with regular updates on Connect in order to keep you
informed and answer your on-going questions. In the meantime, your immediate
manager and leaders within your functional areas are prepared to respond to your
questions.
Sincerely,
Greg Evans
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 OMPANY'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, 2003 filed with the SEC on September 26, 2003
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.
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,
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 in
4
general. 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 the company's 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, putting 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 separation of the company into two
operating units may impair management's ability to focus on other needed
areas of business execution. There are also significant risks associated
with separating the company's sizeable sales force into two operating
units. Some of the company's strategic alternatives would involve lay offs
and significant restructuring changes which could materially impair future
earnings. 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 or
should be taken as a guarantee of what will happen in the future.
###
5