-----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, SA4CCimUG39rs4vCvKk9vTBWQH836NEeXUpXRWR8Es6KsAbGm0jTWQ/ay0YyF61X H4x7Nj7Vp84CryFAqd1N+Q== 0000016918-06-000028.txt : 20060411 0000016918-06-000028.hdr.sgml : 20060411 20060411171757 ACCESSION NUMBER: 0000016918-06-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060410 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060411 DATE AS OF CHANGE: 20060411 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: 06754230 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-041006.htm FORM 8K 041006 Form 8K 041006
 
 
 
 
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 10, 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, 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 7.01
REGULATION FD DISCLOSURE.

On April 10, 2006, Constellation Brands, Inc. (“Constellation”) issued a press release which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, disclosing that Constellation has received confirmation from the Investment Review Division of Industry Canada, and Canada’s Competition Bureau, that no further filings or approvals are necessary in connection with Constellation’s acquisition of Vincor International Inc. The statutory waiting period in the United States under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has previously expired.

The information included in this Current Report on 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.
 
(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 10, 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 11, 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 10, 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
John Lute - 416-929-5883
 
Bob Czudak - 585-218-3668
 
 
CONSTELLATION BRANDS SECURES CONFIRMATIONS OF REGULATORY
CLEARANCES REQUIRED TO ACQUIRE VINCOR INTERNATIONAL INC.
 
FAIRPORT, N.Y., April 10, 2006 - Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) has received confirmation from the Investment Review Division of Industry Canada, and Canada’s Competition Bureau, that no further filings or approvals are necessary in connection with the company’s acquisition of Vincor International Inc. Last November Constellation Brands received approval from the Minister under the Investment Canada Act and a “no action” letter from the Competition Bureau, clearing the way for the acquisition.
The statutory waiting period in the United States under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which had been previously submitted, expired in November 2005, so that the Act poses no barrier to Constellation Brands proceeding with the acquisition. Constellation Brands does not expect that any regulatory matter will result in a barrier to closing the transaction to acquire Vincor.
During the review of the proposed transaction, under the Investment Canada Act, Constellation Brands agreed to a number of negotiated enforceable commitments consistent with its intentions to invest in and grow Vincor’s business. These commitments assisted the Minister of Industry in determining that the investment is of net benefit to Canada.
Constellation Brands intends to support the growth of Vincor’s Canadian business domestically and internationally. Its management has also provided
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commitments regarding the maintenance of all Vincor’s wineries, warehouses, vineyards and Wine Rack retail shops in Canada, as well as to maintain virtually the same management teams at those facilities.
An information circular relating to the transaction is expected to be sent to Vincor shareholders in the latter half of April, with the shareholder vote scheduled for June 1, and closing of the transaction scheduled for the first week in June 2006, subject to customary regulatory approvals and other closing conditions.
About Constellation Brands
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.
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Constellation’s control, that could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. All statements other than statements of historical facts included in this press release are forward-looking statements. All forward-looking statements speak only as of the date of this
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press release. Constellation undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. There can be no assurance that any transaction between Constellation and Vincor will occur, or will occur on the timetable contemplated hereby. For additional information about risks and uncertainties that could adversely affect Constellation's forward-looking statements, please refer to Constellation's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended Feb. 28, 2005, and Constellation's Quarterly Report on form 10-Q for the fiscal quarter ended Nov. 30, 2005, which contain a discussion of additional factors that may affect Constellation's business. The factors discussed in these reports could cause actual future performance to differ from current expectations.
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