-----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, OTVAHnF5qdCYg3TYyq3d9FoZ/WrWDke5zx/eiC5LaM1jgko4EW7jhBw9Dkycweop AJ8s7nas7jgbMFFyohpDKw== 0000016918-04-000057.txt : 20041221 0000016918-04-000057.hdr.sgml : 20041221 20041220215051 ACCESSION NUMBER: 0000016918-04-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041220 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041221 DATE AS OF CHANGE: 20041220 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: 041215636 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-122004.htm FORM8K-122004 form8k-122004

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)  December 20, 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 December 20, 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 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 December 20, 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:  December 20, 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 December 20, 2004.

EX-99 2 ex-99.htm EX-99 ex-99
 
[Constellation Logo]
 
NEWS RELEASE
CONTACTS:
 
Media Relations:
 
Philippa Dworkin - 585-218-3733
 
Mike Martin - 585-218-3669
 
Investor Relations:
 
Lisa Schnorr - 585-218-3677
 
Bob Czudak - 585-218-3668


Constellation Brands Concurs With Partners
in Decision to Forego Chalone

 
FAIRPORT, N.Y., Dec. 20, 2004 - Constellation Brands announced today that it supports the decision made by its joint venture partners, Domaines Barons de Rothschild (Lafite) and Huneeus Vintners LLC, not to match a competing offer submitted for the purchase of The Chalone Wine Group, Ltd. (NASDAQ: CHLN) at $14.25 per share.
 
“We are disciplined buyers and see no reason to bid up the price of Chalone,” commented Richard Sands, Constellation Brands chairman and chief executive officer. “There are many other opportunities that we can explore with our joint venture partners, and we will. It is our desire to work together with our long-time friends at Huneeus Vintners, as well as our new friends at DBR, to create a new California fine wine portfolio in the near future.”
 
On Oct. 30, 2004, DBR signed a merger agreement with The Chalone Wine Group to purchase the latter for $11.75 per share, which was approved 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. The offer would have resulted in DBR taking Chalone private and the subsequent formation of a joint venture with Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) and Huneeus Vintners LLC, to produce fine California wines.
 
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.

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 also the largest fine wine company in the United States. Well-known brands in Constellation’s beverage alcohol portfolio include: Corona Extra, Pacifico, St. Pauli Girl, Black Velvet, Fleischmann’s, Mr. Boston, Paul Masson Grande Amber Brandy, Franciscan Oakville Estate, Estancia, Simi, Ravenswood, Blackstone, Banrock Station, Hardys, Nobilo, Alice White, Vendange, Almaden, Arbor Mist, Stowells and Blackthorn. For more information about Constellation Brands and its products, visit the company’s Web site at www.cbrands. com.

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