-----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, GIj6U/9psNtSgW53uA07VubeqzzOYVbn8VDIYdR6EynlrlM1fvh0BTI8bnpI92uI QIYGeRBaJSNvJ5+xWcl60g== 0000016918-06-000013.txt : 20060405 0000016918-06-000013.hdr.sgml : 20060405 20060404184052 ACCESSION NUMBER: 0000016918-06-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060404 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: 20060405 DATE AS OF CHANGE: 20060404 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: 06739820 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-040406.htm FORM 8K 040406 Form 8K 040406
 
 
 
 
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 4, 2006


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, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

(d)    On April 4, 2006, Barry A. Fromberg was elected to serve on the Board of Directors (“Board”) of Constellation Brands, Inc. (“Constellation” or the "Company"), effective immediately, to fill the vacancy created by the November 17, 2005 resignation of George Bresler.
 
Mr. Fromberg has not yet been named to any committee of the Board of Directors and at this time no determination has been made as to which, if any, committee of the Board of Directors he will be named. Mr. Fromberg, who is currently retired, had been Executive Vice President and Chief Financial Officer of Dean Foods Company, a food and beverage company, from 1998 until April 1, 2006. He is a Certified Public Accountant. The Board considers Mr. Fromberg to be an independent director under applicable New York Stock Exchange requirements. As a Non-Management Director of the Board, Mr. Fromberg will receive the same standard compensation amounts paid to other non-management directors for service on the Board, which amounts have been disclosed previously in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2005 filed by the Company with the U.S. Securities and Exchange Commission on October 11, 2005. However, as Mr. Fromberg is being elected to fill the remaining four months of Mr. Bresler’s term, the amount of Mr. Fromberg’s annual retainer, annual option grant and restricted stock award has been prorated from the date of his election to the scheduled date of the Company’s next annual meeting of stockholders.
 
There were no arrangements or understandings between Mr. Fromberg and any other person pursuant to which he was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, regarding Mr. Fromberg that are required to be disclosed by Item 404(a) of Regulation S-K.

ITEM 7.01 REGULATION FD DISCLOSURE.

On April 4, 2006 Constellation Brands, Inc. issued a press release announcing the election of Barry A. Fromberg as a member of Constellation’s Board of Directors. 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 April 4, 2006.

 




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 4, 2006
By:
/s/ Thomas S. Summer  
   
Thomas S. Summer, Executive Vice President and Chief Financial Officer





 

INDEX TO EXHIBITS
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 April 4, 2006.
     
(100)
 
XBRL-RELATED DOCUMENTS
     
   
Not Applicable.


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

 
CONTACTS
 
Media Relations
Investor Relations
Mike Martin - 585-218-3669
Lisa Schnorr - 585-218-3677
Kevin Harwood - 585-218-3666
Bob Czudak - 585-218-3668
 
 
 

Constellation Brands Board Approves New Director

Barry A. Fromberg, Retired Dean Foods Company EVP & CFO,
Fills Seventh Board Seat



FAIRPORT, N.Y., April 4, 2006 - Barry A. Fromberg, 50, retired executive vice president and chief financial officer of Dallas-based Dean Foods Company (NYSE: DF), has been elected to Constellation Brands (NYSE: STZ) Board of Directors, filling the seat vacated when the late George Bresler retired in November 2005. Fromberg was a member of Dean Foods’ executive management team, with responsibilities to develop and implement strategies to drive growth and create shareholder value for the $10.8 billion food and beverage company. He also supported Dean Foods’ audit committee, was responsible for the company’s compliance with the Sarbanes-Oxley Section 404 internal control certification process, and oversaw all accounting, financial reporting, budgeting and planning, treasury, cash management, investor relations, internal audit, tax planning and compliance, risk management and information technology activities.
 
- more -
 

- 2 -
“Barry has a wealth of practical business experience and knowledge with a highly successful consumer packaged goods company, in addition to experience in telecommunications and with an accounting firm,” stated Richard Sands, Constellation Brands chairman and chief executive officer. “We are very pleased that he will be joining Constellation’s board of directors, and we look forward to his insights and contributions to help us explore the many unharvested opportunities that exist to further grow Constellation Brands.”
Fromberg earned a Bachelor of Arts degree in accounting and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania. He is also a Certified Public Accountant.
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: 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, Stowells, Blackthorn, Black Velvet, Mr. Boston, Fleischmann’s, Paul Masson Grande Amber Brandy, Chi-Chi’s, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Corona Extra, Corona Light, Pacifico, Modelo Especial, Negra Modelo, St. Pauli Girl, Tsingtao. 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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