-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IEkstd6ONvEzvkY1i6EH2Gh7jNmvYwVsfPnUxCkRIMLhFJ9/aqJNUHg2A/mowtxy /RTMr9gySbUZYY9aPOb6BA== 0000016918-02-000016.txt : 20020821 0000016918-02-000016.hdr.sgml : 20020821 20020821125942 ACCESSION NUMBER: 0000016918-02-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020821 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSTELLATION BRANDS INC CENTRAL INDEX KEY: 0000016918 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 160716709 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08495 FILM NUMBER: 02744530 BUSINESS ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 BUSINESS PHONE: 5852183600 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FORMER COMPANY: FORMER CONFORMED NAME: CANANDAIGUA WINE CO INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CANANDAIGUA BRANDS INC DATE OF NAME CHANGE: 19970902 8-K 1 k8-0802.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2002 --------------- Constellation Brands, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) 001-08495 ------------------------ (Commission File Number) Delaware 16-0716709 ---------------------------- ------------------- (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 300 WillowBrook Office Park, Fairport, New York 14450 --------------------------------------------------------- (Address of principal executive offices) (Zip Code) (585) 218-3600 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits - ------- --------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits. Exhibit 99.1 Statement under oath of principal executive officer regarding facts and circumstances relating to Exchange Act filings, dated August 21, 2002. Exhibit 99.2 Statement under oath of principal financial officer regarding facts and circumstances relating to Exchange Act filings, dated August 21, 2002. Item 9. Regulation FD Disclosure - ------- ------------------------ On August 21, 2002, Richard Sands, Chairman of the Board, President and Chief Executive Officer of Constellation Brands, Inc. (the "Company"), and Thomas S. Summer, Executive Vice President and Chief Financial Officer of the Company, each filed with the Securities and Exchange Commission (the "SEC") a written statement under oath regarding facts and circumstances relating to certain filings of the Company under the Securities Exchange Act of 1934, as amended, pursuant to SEC Order No. 4-460 (June 27, 2002). The statements are attached hereto as Exhibits 99.1 and 99.2. - 2 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. CONSTELLATION BRANDS, INC. Dated: August 21, 2002 By: /s/ Thomas S. Summer --------------------------------- Thomas S. Summer, Executive Vice President and Chief Financial Officer - 3 - INDEX TO EXHIBITS EXHIBIT NUMBER EXHIBIT NAME LOCATION - -------------- ------------ -------- 99.1 Statement under oath of principal executive officer regarding facts and circumstances relating to Exchange Act filings, dated August 21, 2002. Filed herewith. 99.2 Statement under oath of principal financial officer regarding facts and circumstances relating to Exchange Act filings, dated August 21, 2002. Filed herewith. - 4 - EX-99 3 exh99-1.txt EXHIBIT 99.1 ------------ STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER OF CONSTELLATION BRANDS, INC. REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Richard Sands, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Constellation Brands, Inc. ("Constellation"), and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with Constellation's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the fiscal year ended February 28, 2002 of Constellation; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Constellation filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Richard Sands - -------------------------------- Subscribed and sworn to before me this Richard Sands 21st day of August 2002. Chairman of the Board, President and Chief Executive Officer /s/ H. Elaine Farry Dated: August 21, 2002 -------------------------------------- Notary Public My Commission Expires: May 10, 2003 H. ELAINE FARRY Notary Public, State of New York Qualified in Monroe County Commission Expires May 10, 2003 #02FA6024503 EX-99 4 exh99-2.txt EXHIBIT 99.2 ------------ STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER OF CONSTELLATION BRANDS, INC. REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Thomas S. Summer, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Constellation Brands, Inc. ("Constellation"), and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with Constellation's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the fiscal year ended February 28, 2002 of Constellation; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Constellation filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Thomas S. Summer - ---------------------------- Subscribed and sworn to before me this Thomas S. Summer 21st day of August 2002. Executive Vice President and Chief Financial Officer /s/ Kimberly Wygal Dated: August 21, 2002 -------------------------------------- Notary Public My Commission Expires: August 21, 2002 KIMBERLY WYGAL Commission # 1191002 Notary Public - California Monterey County My Comm. Expires Aug 21, 2002 -----END PRIVACY-ENHANCED MESSAGE-----