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THE ROBERT MONDAVI CORPORATION
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SVP/VP Talking Points
For Use by GREG EVANS
CONFERENCE CALL ON TUESDAY, SEPTEMBER 14, 2004
RTP
Talking Points:
|X| Good morning [Good afternoon].
|X| As you know, I am calling from New York where we have just completed the
September Board meeting. Tomorrow we will make an announcement to the
public, and due to regulations that govern publicly traded companies, we
have a brief window of time to provide you with the information before it
becomes public.
|X| We are emerging from this Board meeting with a defined strategy, which we
believe will position us for success.
|X| Before I dive into the details of the announcement, I should let you know
that a company wide email will be distributed this afternoon explaining the
announcement to employees. This will not be nearly enough, as we are making
some complex and challenging decisions that will affect many in the
organization. You will need to meet with all of your teams in the next 48
hours. You will need to prepare for those department meetings. Please
review my employee email as well as the press release and FAQ which will be
posted on our website and Connect. Additionally, I will be emailing you
talking points for those team meetings after we hang up today.
|X| As I mentioned, this announcement will be made to the public tomorrow
morning in a press release that will be issued before the Stock Market
opens.
|X| We will reconfigure the company and adopt a strategy to focus entirely on
our Lifestyle wine brands. As such, we have also announced our intention to
pursue the divestiture our luxury assets.
|X| This decision was not easy and was made after careful consideration and
weighing our business options. We recognize that this is a significant
change.
|X| Fundamentally, we believe that to fuel the growth of our business, it no
longer makes sense to continue operating as we have been in the past.
|X| Our Lifestyle wines drive more than 80% of our revenues and profitability.
Yet, they are not receiving 80% of our attention and resources, as
significant resources have been applied to our luxury business. In order to
position the company for a successful future, some difficult decisions have
been made about our strategy and reconfiguring the business.
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|X| The Board of Directors has approved several changes to our business with
implications for our employee population and almost every other aspect of
our operations. These decisions include the following items:
-- To fuel our growth, we will focus on our lifestyle wine brands and
pursue the divestiture our luxury assets. Those assets will include
all of our luxury brands, properties and investment stakes in various
joint ventures.
-- Unfortunately, there will be employee positions eliminated
-- Some employees - long-service and multiple-generations of families -
will be let go. We will continue to be respectful and supportive of
our colleagues.
-- Michael Mondavi will be leaving the company but continuing to serve as
a member of our Board of Directors.
|X| We recognize this is a big change for our company into new ways of working.
|X| We believe with this new direction, we will become the leading premium
lifestyle wine company in the world.
-- We have a strong foundation from which to grow and a world-class team.
We have a keen understanding of consumer insights. We have developed
powerful brands like Woodbridge, which is the #1 wine brand in the
world, in its category. We have seen impressive growth with Robert
Mondavi Private Selection, when other wines in its category are in
decline. And we have proven success in launching new brands like
Papio.
-- Our commitment to quality is steadfast. We are dedicated to producing
fine wine for every day.
-- And we know that with our distributor partnerships, we have the market
influence to execute and create successful brands that bring
shareholder value while delighting consumers.
|X| Even though you may not agree with every decision, we need to be unified in
our announcement and in what we say going forward. Again, I will be sending
you talking points for your team meetings. You will need to address your
teams with these talking points.
|X| As a result of this direction, we will pursue the divestiture our luxury
assets. These assets include:
-- Robert Mondavi Winery and its vineyards
-- Opus One
-- Luce
-- Lucente
-- Ornellaia
-- Sena
-- Arboleda
-- The Byron Winery and its vineyards
-- The Arrowood Winery and its vineyards
-- Grand Archer by Arrowood
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|X| 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.
|X| In terms of people working for our luxury brands, there will be some
immediate changes as we prepare for divestiture.
|X| Frankly, the most difficult decisions we have had to make as leaders,
concerns the impact of these changes on employees. We expect that we will
have staffing reductions for both our luxury and lifestyle businesses.
|X| Your direct supervisor will reach out to you shortly, to discuss how these
changes personally impact you or your department. Human Resources will be
training all supervisors with affected employees in layoff discussions.
|X| For affected employees, we will disclose details about severance packages
and what support will be provided to those leaving the organization.
|X| This transition will be difficult for people staying and leaving. As a
team, we will be respectful of each other and sympathetic for each
individual personally affected.
|X| As we move forward, there will be many questions. And, we will answer
forthrightly, and let you know what we do and do not know.
|X| I am committed to sharing more information on our new strategies in the
next weeks, which will help you understand how we are moving the company
forward - and how you can contribute to the new organization.
|X| During this transition, we need to work together to work through any issues
that come up.
|X| And, while this is obviously distracting, we need to focus on the tasks at
hand in the short term.
|X| This is truly a difficult and emotional time. The senior management team is
working to provide information as quickly as possible. We understand how
difficult and stressful this is for our employees. We also understand the
impact that this direction will have on all of us and on the community. We
do believe, however, that this is the right direction for the future.
|X| We will all feel the effects of this change in some way. Again, this
company has a very tight-knit and caring culture. We need to tap into those
attributes now to help one another through this transition.
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|X| Please feel free to reach out to me individually to discuss this further.
Until then, I will open this up for any questions.
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 [email protected].
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
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,
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"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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