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
[ ] Definitive Additional Materials by Rule14a-6(e)(2))
[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.
(1) Title of each class 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 was determined):
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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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Script for All-Employee Voicemail From Greg Evans
Scenario One
Hello, this is Greg Evans.
I am leaving you this voicemail to notify you about an important email that I
have sent out. I would ask every supervisor to ensure employees who don't have
access to email please print this email out and distribute a copy to your teams.
Tomorrow, we will be distributing an announcement to the press, analysts,
business partners, growers, and other key company stakeholders
The email builds on our recent announcement about out strategy and structure
moving forward. It also includes information about upcoming on-site employee
meetings where you'll receive more details on the timing of these changes.
Ideally, I would have preferred 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 news to you before it is reported in the press,
and we felt it was important that you hear from us first.
Please read the all employee email, and I will be in touch with you again in a
few days, with more information about how we move forward.
Greg
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
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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 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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