-----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, P8rc8Kt3y5zw/9Am3SQX+NvWU7Qjgh5q8kDD3LnzQ2naUAgK3F23V50P7MgWH3kf SRYe7T/kg4iAPjbZFucwUA== 0000016918-05-000038.txt : 20050617 0000016918-05-000038.hdr.sgml : 20050617 20050617133509 ACCESSION NUMBER: 0000016918-05-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050616 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050617 DATE AS OF CHANGE: 20050617 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: 05902432 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-061705.htm FORM 8K-061705 Module and Segment Reference

 

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)  June 16, 2005
                     60;         

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.
 
    On June 16, 2005, Constellation Brands, Inc. (the "Company") 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 statement 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. dated June 16, 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: June 17, 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)
Press Release dated June 16, 2005.
   
(100)
XBRL-RELATED DOCUMENTS
   
  Not Applicable.

 
EX-99 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1
 
 
 
 [LOGO]  CONSTELLATION
    

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

Constellation Brands Announcement Regarding
Allied Domecq plc

FAIRPORT, N.Y., June 16, 2005 -- Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) today announced, that the consortium which includes Constellation, Brown-Forman Corporation (NYSE: BFB), Lion Capital and The Blackstone Group, after careful consideration following due diligence, has determined not to pursue an offer for Allied Domecq plc.

Constellation Brands Chairman and Chief Executive Officer Richard Sands, stated, “Constellation approached this opportunity in a disciplined strategic and financial manner and does not believe that the economics justify an offer. Our basic premise is always that a transaction must create value for our stakeholders.  Simply put, careful consideration and evaluation of the details following due diligence did not identify sufficient value for submitting an offer.”

Sands continued, “Constellation greatly appreciates the strong support we have received from our shareholders and consortium partners throughout this process. We continue to believe that there are additional opportunities to complement growth of our base business with strategic acquisitions in our industry, and we will remain a determined and disciplined buyer. As the largest wine company in the world, and the largest multi-category supplier of beverage alcohol in the U.S., Constellation looks toward building upon its outstanding track record of delivering true growth and value to our shareholders.”

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