-----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, OAehGDJhVWryUgWljftqxJ6k9kIZUCs8SwWLW9ptHoAtSwBoKkUn1B22ynCtxT/N twIwayoLqMGln1j60XpP5w== 0000016918-05-000026.txt : 20050426 0000016918-05-000026.hdr.sgml : 20050426 20050426142624 ACCESSION NUMBER: 0000016918-05-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050426 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050426 DATE AS OF CHANGE: 20050426 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: 05772528 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-042605.htm FORM 8K-042605 Unassociated Document

 

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 26, 2005
                              

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

 
 

 Delaware

 001-08495

 16-0716709

 (State or other jurisdication

 (Commission

(IRS Employer 

 of incorporation)

 File Number)

 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.
 
    Pursuant to the rules of The Panel on Takeovers and Mergers in the United Kingdom, on April 26, 2005, Constellation Brands, Inc. (the "Company") issued a Rule 2.10 announcement and Rule 8 notice (the "announcement and notice").  A copy of that announcement and notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
    The information included in this Form 8-K, including the announcement and notice 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     Rule 2.10 announcement and Rule 8 notice of Constellation Brands, Inc. (the "Company"), dated April 26, 2005.



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: April 26, 2005
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
   
(99.1)
Rule 2.10 announcement and Rule 8 notice dated April 26, 2005.
   
(100)
  XBRL-RELATED DOCUMENTS
   
   Not Applicable.

 
 
 
 
 
 EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Unassociated Document
Exhibit 99.1

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO CANADA OR JAPAN
 


FOR IMMEDIATE RELEASE
 

26 APRIL 2005
 

CONSTELLATION BRANDS, INC.


RULE 2.10 ANNOUNCEMENT - RELEVANT SECURITIES IN ISSUE



In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Constellation Brands, Inc. (“Constellation”) announces that, as at close of business on 22 April 2005, it had in issue:

·  
97,926,755 shares of Class A Common Stock (excluding treasury shares) of US$0.01 par value each (ISIN: US21036P1084);
·  
11,975,630 shares of Class B Common Stock (excluding treasury shares) of US$0.01 par value each (ISIN: US21036P2074); and
·  
170,500 shares of 5.75% Series A Mandatory Convertible Preferred Stock of US$0.01 par value each (ISIN: US21036P4054).


RULE 8 NOTICE - DISCLOSURE OF DEALINGS

Under the provisions of Rule 8.3 of the Code, any person who, alone or acting together with any other person(s) pursuant to any agreement or any understanding (whether formal or informal) to acquire or control securities of Constellation or Allied Domecq PLC (“Allied Domecq”), owns or controls, or becomes the owner or controller, directly or indirectly, of one per cent. or more of any class of securities of Constellation or Allied Domecq is required to notify a Regulatory Information Service (as specified in the Listing Rules of the UK Listing Authority) and the Panel on Takeovers and Mergers (the "Panel"), by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction, of every dealing in such securities of that company (or in any option in respect of, or derivative referenced to, any such securities) from and including today's date until any offer becomes or is declared unconditional as to acceptances or lapses or is otherwise withdrawn. Under the provisions of Rule 8.1 of the Code, all dealings in relevant securities of Constellation or Allied Domecq by Constellation or Allied Domecq, or by any of their "associates" (within the meaning of the Code) must also be disclosed.

If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.

For further information, please contact:

Nick Miles and Hugh Morrison (M Communications) Tel: +44 207 153 1530
Mike Martin (VP Corporate Communications) Tel: +1 585 218 3669
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