-----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, Njhx2FvVmrmavGbe3/HCfnLUjkYcJWZPLq7HN+QS7DvLvLjTHsvRf0SudpDSyQvY UYOJxNqMDk3cWHP/3Wh1AQ== 0000016918-03-000011.txt : 20030407 0000016918-03-000011.hdr.sgml : 20030407 20030407132541 ACCESSION NUMBER: 0000016918-03-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030406 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030407 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: 03641105 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 doc1.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): April 6, 2003 ------------- 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 9. REGULATION FD DISCLOSURE Constellation Brands, Inc. released the following information on April 6, 2003: CONSTELLATION ANNOUNCES FINAL STOCK TAKE UP IN RELATION TO ACQUISITION OF BRL HARDY Transaction to be complete April 9, 2003 FAIRPORT, NEW YORK, APRIL 6, 2003 - Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) announced the total number of Class A shares to be issued pursuant to the acquisition of BRL Hardy Limited is 3,288,913. Each BRL Hardy shareholder that elected to receive stock will receive their entitlement in full (subject to rounding). Constellation also announced that the transaction will be complete April 9, 2003. Richard Sands, Chairman and Chief Executive Officer of Constellation said, "This is an exciting time for Constellation as it marks another chapter in our impressive history of smart, consistent growth. This transaction enhances Constellation's growth profile and product breadth, and expands our geographic reach." He further added, "We welcome the BRL Hardy shareholders who elected to participate in this exciting future, and we are truly thrilled to have BRL Hardy's and Pacific Wine Partners' management and employees join the Constellation family." BRL Hardy shareholders whose address on the BRL Hardy register is in Australia, Hong Kong, New Zealand, Singapore or the United Kingdom will receive their entitlement to Constellation shares in the form of Constellation CDIs. The ratio of Constellation CDIs to underlying Constellation shares has been set at 10 to 1. Constellation CDIs commence trading on a deferred settlement basis from 9.30 a.m. (Adelaide time) on April 7 under the code CBR. Holding statements for Constellation CDIs will be mailed on or around April 14. BRL Hardy Limited shareholders who wish to trade Constellation CDIs before receiving their holding statements can confirm their entitlement to Constellation CDIs by contacting Computershare Investor Services, Constellation's Australian shareholder registry, on 1-800-030-606 (toll free from within Australia) or +61-3-9611-5711 (from outside Australia). For those BRL Hardy shareholders that elected all or a portion of their consideration in cash, checks are expected to be mailed on or around April 14, 2003. ABOUT CONSTELLATION Constellation Brands, Inc. is a leading international producer and marketer of beverage alcohol brands, with a broad portfolio across the wine, spirits and imported beer categories. The Company is the largest multi-category supplier of beverage alcohol in the United States; a leading producer and exporter of wine from Australia and New Zealand; and both a major producer and independent drinks wholesaler in the United Kingdom. Well-known brands in Constellation's portfolio include: Corona Extra, Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Estancia, Simi, Ravenswood, Blackstone, Banrock Station, Hardys, Nobilo, Alice White, Talus, Vendange, Almaden, Arbor Mist, Stowells of Chelsea and Blackthorn. FORWARD-LOOKING STATEMENTS The statements set forth in this press release, which are not historical facts, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by the forward-looking statements. There can be no assurance that any forward-looking statement in this press release will be realized. 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: April 7, 2003 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Executive Vice President and Chief Financial Officer INDEX TO EXHIBITS (1) UNDERWRITING AGREEMENT Not Applicable. (2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION Not Applicable. (4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES Not Applicable. (16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT Not Applicable. (17) LETTER RE DIRECTOR RESIGNATION Not Applicable. (20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS Not Applicable. (23) CONSENTS OF EXPERTS AND COUNSEL Not Applicable. (24) POWER OF ATTORNEY Not Applicable. (99) ADDITIONAL EXHIBITS None -----END PRIVACY-ENHANCED MESSAGE-----