-----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, I1RuGI0+qkk0Uvp0sj7vh2xeargdeopEpQ+Sl6YMCfplfdicFj4dKEYvAD3aVoih AZ9U7MUtW4YLu2D0a+fi3Q== 0000016918-04-000056.txt : 20041101 0000016918-04-000056.hdr.sgml : 20041101 20041101171653 ACCESSION NUMBER: 0000016918-04-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041101 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041101 DATE AS OF CHANGE: 20041101 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: 041110843 BUSINESS ADDRESS: STREET 1: 370 WOODCLIFF DRIVE, SUITE 300 CITY: FAIRPORT STATE: NY ZIP: 14450 BUSINESS PHONE: 585-218-3600 MAIL ADDRESS: STREET 1: 370 WOODCLIFF DRIVE, SUITE 300 CITY: FAIRPORT STATE: NY ZIP: 14450 FORMER COMPANY: FORMER CONFORMED NAME: CONSTELLATION BRANDS INC DATE OF NAME CHANGE: 20000920 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 form8k-110104defsub.htm FORM8K-110104 Form8K-110104

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)  November 1, 2004
                              
 
CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)
 
 

Delaware

001-08495

 16-0716709

(State or other jurisdication of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 
 
370 Woodcliff Drive, Suite 300, Fairport, New York
14450
(Address of principal executive offices)
(Zip Code)

 
Registrant's telephone number, including area code (585) 218-3600
 

Not Applicable
(Former name or former address, if changed since last report)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
   
o 
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o  Soliciting material pursuant to Rule 14a.12 under the Exchange Act (17 CFR 240.14a-12)
   
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
     

 


ITEM 7.01. REGULATION FD DISCLOSURE.

On November 1, 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 7.01 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.

ITEM 9.01. 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 November 1, 2004.



 
     

 


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.
     
     
Date:  November 1, 2004
By:
/s/ Thomas S. Summer
   
Thomas S. Summer, Executive Vice President
   
and Chief Financial Officer
     

 
                           
 
    
 
 

 
     

 


Exhibit Number
Description
   
(1)
UNDERWRITING AGREEMENT
   
 
Not Applicable.
   
(2)
PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
   
 
Not Applicable.
   
(3)
ARTICLES OF INCORPORATION AND BYLAWS
   
 
Not Applicable.
   
(4)
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
   
 
Not Applicable.
   
(7)
CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
   
 
Not Applicable.
   
(14)
CODE OF ETHICS
   
 
Not Applicable.
   
(16)
LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
   
 
Not Applicable.
   
(17)
CORRESPONDENCE ON DEPARTURE OF DIRECTOR
   
 
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
   
 
Press Release dated November 1, 2004.

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1
[LOGO]   CONSTELLATION
 

NEWS RELEASE
 
CONTACTS:
Media Relations:
Philippa Dworkin - 585-218-3733
Mike Martin - 585-218-3669
Investor Relations:
Lisa Schnorr - 585-218-3677
 


Agreement Reached on Chalone Wine Group Offer to Shareholders

FAIRPORT, N.Y., Nov. 1, 2004 - Domaines Barons de Rothschild (Lafite) (DBR), a 49% owner of The Chalone Wine Group, Ltd. (NASDAQ: CHLN), entered into a merger agreement with Chalone, pursuant to which DBR would acquire the outstanding shares of Chalone which it does not already own. In connection with the acquisition of Chalone, DBR, Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) and The Huneeus Family intend to form a new joint venture company, containing assets from each partner, including Chalone.
 
Pursuant to the merger agreement between DBR and Chalone, signed Oct. 30, 2004, DBR agreed to purchase the outstanding shares of Chalone it does not already own at $11.75 each, up $2.50 from the initial offer of $9.25. The merger would also provide existing Chalone shareholders, other than DBR, with a one-time $1.00 per share special wine dividend, as well as a commitment from DBR to continue certain Wine Club benefits to such shareholders. The merger agreement was approve d by the Chalone board of directors following a recommendation for such approval by the special committee of independent directors formed to review and evaluate the proposed offer.

 
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Consummation of the merger agreement between DBR and Chalone is subject to the affirmative vote of a majority of the outstanding shares of Chalone which shall include the affirmative vote of a majority of the votes cast by shareholders, other than DBR and its affiliates, at a meeting of Chalone shareholders. The transaction is subject to usual and customary conditions to closing, which are anticipated to be satisfied by sometime early next year.
 
Immediately following the merger, DBR will transfer to the new joint venture substantially all of the premium assets and brands of Chalone; The Huneeus Family will contribute the very successful Quintessa winery, vineyards and brand; and Constellation Brands will contribute the prestigious Oakville vineyard owned by Franciscan Estates, Constellation Brands’ fine wine company. Also, the joint venture will develop the first estate to produce a wine under DBR’s guidance in Napa Valley. Agustin F. Huneeus will be named chief executive officer of the new company. Christophe Salin will be named chairman of the board.
 
"Taking Chalone private, in combination with adding to it more than 400 acres of Napa Valley’s best vineyards, the Quintessa winery, as well as our two accomplished and experienced partners, positions Chalone powerfully for the future," said Christophe Salin, president of DBR and chairman of the board of directors of Chalone.
 
"This partnership will create one of the strongest independent fine wine companies in the world. This, in combination with the many strengths each of the partners brings to the company, will result in a wine portfolio that will complement our existing offerings and investments," stated Richard Sands, Constellation Brands chairman and CEO.
 
Baron Eric de Rothschild, managing director, Domaines Barons de Rothschild (Lafite) said, "The dedication to vineyards and great winemaking that drew me to Chalone more than 15 years ago makes me feel optimistic about this new partnership. We are all committed to making sure that Chalone continues to produce unique wines from the best appellations. We are also committed to continuing the special relationships with our shareholders and employees that have made Chalone what it is today."
 
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"I am very gratified to place Quintessa in this venture, which is dedicated to the creation of wines of ‘terroir,’ which has always been my interest and motivation," stated Agustin Huneeus. "I am also most gratified to be working with two exceptional heads of business, Baron Eric de Rothschild and Richard Sands, chairman of 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. Constellation Brands is a leading fine wine company in the United States.

DBR, owned by the Rothschild family and Chateau Lafite Rothschild, owns and operates a prestigious set of wine properties in France, Chile, Portugal and Argentina, which produce and sell a selection of ultra premium and luxury wines.
 
Huneeus Vintners LLC, owned by The Huneeus Family, and founded by Agustin Huneeus, is a privately held wine company in Napa, Calif., owning the Quintessa Estate and other vineyard properties. Agustin Huneeus has based his successful career in the wine industry on his belief that "Great wines are a reflection of place." He and his wife Valeria purchased the 280-acre Quintessa property in 1990 and developed Quintessa into a world-class wine estate.

FORWARD LOOKING STATEMENT

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the control of Constellation, DBR or The Huneeus Family, that could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. All statements other than statements of historical facts included in this press release are forward-looking statements. All forward-looking statements speak only as of the date of this press release. Neither Constellation, DBR nor The Huneeus Family undertakes any obligation to update or revise any forward-looking statements, whether as a result of new in formation, future events or otherwise. The consummation of the merger between DBR and Chalone is subject to a number of conditions including the approval of the merger by the holders of a majority of the shares of Chalone other than those held by

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DBR. The formation of the joint venture among Constellation, DBR and The Huneeus Family is subject to a number of conditions including the consummation of the Chalone merger. There can be no guarantee that the Chalone merger will be consummated or that the joint venture will be formed. For additional information about risks and uncertainties that could adversely affect Constellation's forward-looking statements, please refer to Constellation's filings with the Securities and Exchange Commission, including Constellation’s Annual Report on Form 10-K f or the fiscal year ended Feb. 29, 2004 and Constellation's Quarterly Report on Form 10-Q for the fiscal quarter ended Aug. 31, 2004.

IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS

In connection with the proposed merger, Chalone will file a proxy statement and other relevant documents with the Securities and Exchange Commission (the "SEC"). Investors and shareholders are urged to read the proxy statement when it becomes available as it will contain important information about the merger and related matters. Investors and shareholders will have access to free copies of the proxy statement (when available) and other documents filed with the SEC by Chalone through the SEC web site at www.sec.gov. The proxy statement and related materials may also be obtained for free (when available) from Chalone by directing a request to the company’s investor relations department at 621 Airpark Road, Napa, Calif., 94558; telephone (707) 254-4200.

Chalone 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 Chalone’s shareholders in connection with the proposed merger plan is set forth in the Chalone’s annual report on Form 10-K for the fiscal year ended Dec. 31, 2003 filed with the SEC on March 30, 2004 and proxy statement for its 2004 annual meeting of shareholders filed with the SEC on April 19, 2004. Additional information regarding such persons and a description of their direct and indirect interests in the merger plan will be set forth in the pr oxy statement when it is filed with the SEC.

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