-----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, I41/fi5Ai9zT3Ty1w0woiuNcnWLxz5Nljxnoj6D9dARvTGyAmTXgVYAavAW1O+1K ALczqQnGQHZXTd8mMZZSXQ== 0000016918-04-000011.txt : 20040210 0000016918-04-000011.hdr.sgml : 20040210 20040210160649 ACCESSION NUMBER: 0000016918-04-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040210 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040210 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: 04582114 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 BRANDS INC DATE OF NAME CHANGE: 19970902 FORMER COMPANY: FORMER CONFORMED NAME: CANANDAIGUA WINE CO INC DATE OF NAME CHANGE: 19920703 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): February 10, 2004 ----------------- 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. (c) The following exhibit is furnished as part of this Form 8-K. No. Description - ---- ----------- 99.1 Press Release of Constellation Brands, Inc. (the "Company"), dated February 10, 2004. ITEM 9. REGULATION FD DISCLOSURE. On February 10, 2004, Constellation Brands, Inc. (the "Company"), a Delaware corporation, issued a press release (the "release"), a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information included in this Form 8-K, including the press release attached as Exhibit 99.1, is incorporated by reference into this Item 9 in satisfaction of the public disclosure requirements of Regulation FD. This information is "furnished" and not "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein. 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: February 10, 2004 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 99.1 Press Release dated February 10, 2004. EX-99.1 3 doc2.txt EXHIBIT 99.1 ------------ [LOGO] CONSTELLATION NEWS RELEASE CONTACTS: Media Relations: Philippa Dworkin - 585-218-3733 Investor Relations: Mark Maring - 585-218-3668 CONSTELLATION CALLS SENIOR SUBORDINATED NOTES DUE 2009 FAIRPORT, N.Y., FEB. 10, 2004 - Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), a leading international producer and marketer of beverage alcohol brands, announced today it has called its $200,000,000 8.5% Senior Subordinated Notes due 2009 (CUSIP 137114AA2). The notes will be redeemed on March 11, 2004 at 104.25% of par. Bondholders will receive the principal amount of the note, accrued interest up to the date of redemption and the call premium. The notes will be redeemed with cash and proceeds from revolver borrowings. Chief Financial Officer Thomas Summer said, "The economics of calling these notes are compelling. With Constellation's strong cash flow we have more than sufficient liquidity and financial flexibility to repay the notes. We expect the transaction to be cash flow positive in year one even after taking into account the call premium." In connection with the redemption, the Company expects to incur an unusual charge in the first quarter of fiscal 2005 of approximately $9.8 million related to the call premium and the remaining unamortized financing fees associated with the original issuance of the bonds. A Notice of Redemption is being mailed to all registered holders of the notes. Copies of the Notice of Redemption may be obtained from BNY Midwest Trust Company, the Paying Agent, by calling Daniel Donovan at 312-827-8547. The address of BNY Midwest Trust Company is 2 North LaSalle Street, Suite 1020, Chicago, IL 60602. 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. Well-known brands in Constellation's portfolio include: Corona Extra, Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Mr. Boston, Estancia, Simi, Ravenswood, Blackstone, Banrock Station, Hardys, Nobilo, Alice White, Vendange, Almaden, Arbor Mist, Stowells and Blackthorn. -----END PRIVACY-ENHANCED MESSAGE-----