-----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, JzVAXCIKcqpvQ/p/A7phFQYJzEWxRcB7liezQimBiybPzBAxs+VVTlT8ddit3dqn KPcamtMTdd5rHVqcDIvM4g== 0000016918-05-000067.txt : 20051118 0000016918-05-000067.hdr.sgml : 20051118 20051118165029 ACCESSION NUMBER: 0000016918-05-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051117 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051118 DATE AS OF CHANGE: 20051118 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: 051215738 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-111805.htm FORM 8-K 11-18-05 Form 8-K 11-18-05
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 17, 2005


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



Delaware
  
001-08495
  
16-0716709
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)


370 Woodcliff Drive, Suite 300, Fairport, NY 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 5.02.     DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
 
(b)     Effective November 17, 2005, George Bresler retired from the Board of Directors of Constellation Brands, Inc. (“Constellation”) and from membership on the Corporate Governance Committee of Constellation’s Board of Directors.

ITEM 7.01.
 
REGULATION FD DISCLOSURE.
 
On November 18, 2005 Constellation Brands, Inc. (“Constellation”) issued a press release announcing George Bresler’s retirement as a member of Constellation’s Board of Directors and recognizing his contributions and many years of service. A copy of the press release is attached hereto as Exhibit 99.1.
 
The information included in Item 7.01 of this Current Report on Form 8-K and the exhibit filed herewith 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 and 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.

(a)
Financial statements of businesses acquired.

 
Not applicable.

(b)
Pro forma financial information.
 
 
Not applicable.
 
(c)
Shell company transactions.

 
Not applicable.

(d)
The following exhibit is furnished as part of this Current Report on Form 8-K.

No.
Description
99.1
Press Release of Constellation Brands, Inc. dated November 18, 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: November 18, 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 of Constellation Brands, Inc. dated November 18, 2005.
     
(100)
  
XBRL-RELATED DOCUMENTS
     
   
Not Applicable.


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

[LOGO]  CONSTELLATION                          
 
 NEWS RELEASE
CONTACTS:
 
Media Relations:
 
Mike Martin - 585-218-3669
 
Kevin Harwood - 585-218-3666
 
Investor Relations:
 
Lisa Schnorr - 585-218-3677
 
Bob Czudak - 585-218-3668
 

George Bresler Retires from Constellation Brands Board 
 
FAIRPORT, N.Y., Nov. 18, 2005 -- Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) today announced the retirement of George Bresler from its board, for health related reasons, effective Nov. 17, 2005. He joined the company’s Board in 1992 and had a law practice in New York City.

“George has been a valued member of our board of directors and the Constellation Brands family for many years,” said Richards Sands, Constellation Brands chairman and chief executive officer. “He has provided the company with excellent counsel and guidance, and he collaborated with fellow board members and Constellation management to maximize the value of the company to shareholders during a period of rapid growth. We are deeply indebted to George. He will be missed, and we wish him well.”

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, Corona Light, Pacifico, Modelo Especial, Negra Modelo, St. Pauli Girl, Tsingtao, Black Velvet, Fleischmann’s, Mr. Boston, Paul Masson Grande Amber Brandy, Chi-Chi’s, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Stowells, Blackthorn, Almaden, Arbor Mist, Vendange, Woodbridge by Robert Mondavi, Hardys, Nobilo, Alice White, Ruffino, Robert Mondavi Private Selection, Blackstone, Ravenswood, Estancia, Franciscan Oakville Estate, Simi, Robert Mondavi Winery brands and Opus One. For additional information about Constellation Brands, as well as its product portfolio, visit the company’s Web site at www.cbrands.com.
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