-----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, K5VdJm+PAiD7jdRLzpYI9xGs/gDAiwU3X9VoFfY9p9fGMnx8auuwXHJOGQxex1hx SoVC28W0x+ORaR2Pnw4czQ== 0000016918-08-000013.txt : 20080108 0000016918-08-000013.hdr.sgml : 20080108 20080108123154 ACCESSION NUMBER: 0000016918-08-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080108 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080108 DATE AS OF CHANGE: 20080108 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: 08517210 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-010808.htm FORM 8K-010808 form8k-010808.htm
 
 

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) January 8, 2008



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 8.01.
Other Events.

On January 8, 2008, Constellation Brands, Inc. (the “Company”) issued a news release announcing the extension of its exchange offer for its outstanding 7.25% Senior Notes due 2017.  The exchange offer is now scheduled to expire at 5:00 p.m., New York City time, on January 10, 2008, unless further extended by the Company.  A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


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)
Exhibits.
   
 
The following exhibit is filed as part of this Current Report on Form 8-K:

 
 Exhibit No. 
Description
 
        99.1
News Release of Constellation Brands, Inc. dated January 8, 2008.
 




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.


Date:  January 8, 2008
 
CONSTELLATION BRANDS, INC.
   
 
By:    /s/ Robert Ryder                 
   
Robert Ryder
   
Executive Vice President and
Chief Financial Officer





INDEX TO EXHIBITS

Exhibit No.
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)
News Release of Constellation Brands, Inc. dated January 8, 2008.
   
(100)
XBRL-RELATED DOCUMENTS
   
 
Not Applicable.
 
EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm
Exhibit 99.1
 
[LOGO]     Constellation
NEWS RELEASE
 
 
CONTACTS
 
Media Relations
Investor Relations
Mike Martin – 585-218-3669
Angie Blackwell – 585-218-3842
Patty Yahn-Urlaub – 585-218-3838
Bob Czudak – 585-218-3668


 
Constellation Brands, Inc. Extends Exchange
Offer for 7.25% Senior Notes

FAIRPORT, N.Y., Jan. 8, 2008 -- Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), a leading international producer and marketer of beverage alcohol (the “Company”), today announced that it has extended its offer to exchange $700,000,000 aggregate principal amount of its 7.25% Senior Notes due 2017 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) for all $700,000,000 of its currently outstanding 7.25% Senior Notes due 2017, which have not been registered under the Securities Act (the “Original Notes”).  The exchange offer, which had been scheduled to expire on Jan. 7, 2008 at 5:00 p.m., New York City time, will now expire on Jan. 10, 2008, at 5:00 p.m., New York City time, unless further extended by the Company.
The extension of the exchange offer has been made to allow holders of outstanding Original Notes who have not yet tendered their Original Notes for exchange additional time to do so.  All other terms, provisions and conditions of the exchange offer will remain in full force and effect.  As of 5:00 p.m. New York City time, Jan. 7, 2008, $697,499,000 in aggregate principal amount of the Original Notes had been validly tendered and not withdrawn in the exchange offer, representing approximately 99.6% of the outstanding principal amount of the Original Notes.  Persons with questions regarding the exchange offer should contact the exchange agent, The Bank of New York Trust Company, N.A., at 212-815-2742.
The Company will not receive any proceeds from the exchange offer, nor will the Company’s debt level change as a result of this exchange offer.  The terms of the
- more -
 

- 2 -
Exchange Notes and the Original Notes are substantially identical in all material respects, except that the Exchange Notes have been registered under the Securities Act.  This news release shall not constitute an offer to exchange, nor a solicitation of an offer to exchange, the Original Notes.  A copy of the prospectus for the exchange offer, dated Dec. 6, 2007, and related letter of transmittal, which have been filed with the United States Securities and Exchange Commission, may be obtained by calling the exchange agent, The Bank of New York Trust Company, N.A., at 212-815-2742.

About Constellation Brands
 
            Constellation Brands, Inc. is a leading international producer and marketer of beverage alcohol in the wine, spirits and imported beer categories, with significant market presence in the U.S., Canada, U.K., Australia and New Zealand. Based in Fairport, N.Y., the company has more than 250 brands in its portfolio, sales in approximately 150 countries and operates approximately 60 wineries, distilleries and distribution facilities.
 
#     #     #
-----END PRIVACY-ENHANCED MESSAGE-----