-----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, MceGMlBxH5Ax2Lw+asb4pndoBwTWmmGrh74qVZ4GPTQEppXj5i/AXCvO8ZceNI5i lcR/oybRd3QSWLeaPFVafQ== 0000016918-09-000028.txt : 20090423 0000016918-09-000028.hdr.sgml : 20090423 20090423192213 ACCESSION NUMBER: 0000016918-09-000028 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090421 FILED AS OF DATE: 20090423 DATE AS OF CHANGE: 20090423 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 207 HIGH POINT DRIVE STREET 2: BUILDING 100 CITY: VICTOR STATE: NY ZIP: 14564 BUSINESS PHONE: 585-678-7100 MAIL ADDRESS: STREET 1: 207 HIGH POINT DRIVE STREET 2: BUILDING 100 CITY: VICTOR STATE: NY ZIP: 14564 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANDS RICHARD CENTRAL INDEX KEY: 0001245563 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08495 FILM NUMBER: 09767681 MAIL ADDRESS: STREET 1: C/O CONSTELLATION BRANDS, INC. STREET 2: 207 HIGH POINT DRIVE, BUILDING 100 CITY: VICTOR STATE: NY ZIP: 14564 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2009-04-21 0000016918 CONSTELLATION BRANDS, INC. STZ/STZ.B 0001245563 SANDS RICHARD C/O CONSTELLATION BRANDS, INC. 207 HIGH POINT DR., BLDG. 100 VICTOR NY 14564 1 1 1 0 Chairman of Board Class B (convertible) Common Stock Class A Common Stock 608232 608232 D Class B (convertible) Common Stock 2009-04-21 4 J 0 5300000 D Class A Common Stock 5300000 0 I by Holdings Class B (convertible) Common Stock Class A Common Stock 1350000 1350000 I by Trust Class B (convertible) Common Stock Class A Common Stock 147432 147432 I by Trust Class B (convertible) Common Stock Class A Common Stock 5431712 5431712 I by Partnership Class B (convertible) Common Stock Class A Common Stock 667368 667368 I by Partnership Shares of Class B Common Stock are convertible into shares of Class A Common Stock of the Issuer on a one-to-one basis at any time at the option of the holder. The ticker symbol for Class B Common Stock is STZ.B. Adjusted to reflect (i) a change in form of beneficial ownership of 2,000,000 shares from indirect to direct as a result of transfers of such shares to the reporting person from GRAT-II, a trust previously reported as holding such shares, and (ii) a change in form of beneficial ownership of 5,300,000 shares from direct to indirect as a result of the contribution of 5,300,000 shares to RES Business Holdings LP ("Holdings") on 2/5/2009. As of such date, the reporting person was the sole member of the limited liability company that was the sole general partner of Holdings (the "General Partner"), holding a .01% general partnership interest, and the reporting person was the sole limited partner of Holdings, holding a 99.99% limited partnership interest. Reflects the entry into Purchase Agreements on 4/21/2009 by the reporting person pursuant to which he has agreed to sell (i) his entire membership interest in the General Partner (the "LLC Interest") to the Jennifer Sands Family Trust u/a dated 4/2/2009, and (ii) his entire limited partnership interest in Holdings (the "LP Interest") to the Jennifer Sands Descendants' Trust u/a dated 4/6/2009. The purchase price for the LLC Interest is the fair market value of the LLC Interest as of 4/20/2009 as determined by an independent appraiser. The purchase price for the LP Interest is the fair market value of the LP Interest as of 4/21/2009 as determined by an independent appraiser, plus an interest component. These transactions did not affect Holdings' ownership of the 5,300,000 shares. The reporting person disclaims beneficial ownership with respect to securities held in this manner, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose. Held by the Richard Sands Heirs' Trust, for which the reporting person serves as trustee. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the applicable trust, partnership or limited liability company, the reporting person disclaims beneficial ownership with respect to securities held in this manner. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose. Held by the reporting person as trustee of The Marvin Sands Master Trust. Held by CWC Partnership I, a general partnership of which the reporting person is a managing partner and in which he has a pecuniary interest. Held by M, L, R & R ("MLR&R"), a general partnership of which the reporting person is a general partner and in which he has a pecuniary interest. The reporting person is a beneficiary and trustee of The Marvin Sands Master Trust, which is also a partner in MLR&R. H. Elaine Ziakas for Richard Sands 2009-04-23 -----END PRIVACY-ENHANCED MESSAGE-----