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
(as permitted by Rule14a-6(e)(2))
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
THE ROBERT MONDAVI CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(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.
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pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
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[ ] 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.
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Reactive statement for RMW wine educators:
Robert Mondavi Corporation is going through an evolution. The changes that
our management team is making will benefit both our lifestyle business and our
luxury wines in the long-term. This decision was made after evaluating a number
of alternatives, and it was approved by the board of directors.
Important Information for Investors and Shareholders
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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 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
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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.
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