-----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, DUWXaiCLTHWc+xEBbZm5MQ7gYJ3RXHMVxmK5dY5ZMApSbP3JzGR5vbCm4WBbbvU8 KQNye63JMgMUEsf14Pag4g== 0000016918-09-000038.txt : 20090605 0000016918-09-000038.hdr.sgml : 20090605 20090605133754 ACCESSION NUMBER: 0000016918-09-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090602 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090605 DATE AS OF CHANGE: 20090605 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: 09876477 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 8-K 1 form8k-060509.htm FORM 8-K 060509 form8k-060509.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)  June 2, 2009



    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.)



    207 High Point Drive, Building 100, Victor, NY  14564    
  (Address of Principal Executive Offices)                  (Zip Code)


Registrant’s telephone number, including area code  
 
(585) 678-7100


              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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)           On June 2, 2009, Constellation Brands, Inc. (the “Company”) eliminated the position of Jon Moramarco, Chief Executive Officer, Constellation International effective July 1, 2009.  His last day of employment will be June 30, 2009.

 
Item 7.01.
Regulation FD Disclosure.
 
On June 5, 2009, the Company issued a news release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference, providing information regarding senior management changes to its international business.

References to Constellation’s website in the release do not incorporate by reference the information on such website into this Current Report on Form 8-K and Constellation disclaims any such incorporation by reference.  The information in the news 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, and is not otherwise subject to the liabilities of that section.  It may 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)
Exhibits.
     
   
The following exhibit is furnished as part of this Current Report on Form 8-K:
 
 
Exhibit No.
 
Description
 
 99.1
  News Release of Constellation Brands, Inc. dated June 5, 2009.
 
 


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:  June 5, 2009
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 June 5, 2009.
     
(100)
  XBRL-RELATED DOCUMENTS
     
    Not Applicable.
     
 (101)   INTERACTIVE DATA FILE
     
    Not Applicable.

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Unassociated Document
Exhibit 99.1
[LOGO] Constellation
NEWS RELEASE
06
 
 
Media Relations
Investor Relations
Angie Blackwell – 585-678-7141
Cheryl Gossin – 585-678-7191
Patty Yahn-Urlaub – 585-678-7483
Bob Czudak – 585-678-7170

CONSTELLATION BRANDS ANNOUNCES SENIOR MANAGEMENT CHANGES
TO ITS INTERNATIONAL BUSINESS

VICTOR, N.Y., June 5, 2009 – Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), the world’s leading producer of premium wines, announced today that Jon Moramarco, chief executive officer of Constellation International, will leave the company effective June 30, 2009. “Jon has been a highly valued member of the management team since 1999 and his strategic insight, knowledge and vast wine industry experience have helped us build a portfolio of brands that is unrivalled in the industry,” said Rob Sands, president and chief executive officer (CEO). “Jon’s significant contributions are very much appreciated and we thank him for his many years of service.”
With this change, the company also announced that Paul Hetterich will oversee the international business of Constellation Europe, Constellation Wines Australia and Constellation New Zealand as executive vice president, business development, corporate strategy and international. Reporting to Hetterich, will be Troy Christensen, who will assume responsibility for Constellation Wines Australia in addition to his current duties as president of Constellation Europe; and Joe Stanton, CEO of Constellation New Zealand. John Grant, president of Constellation Wines Australia, will report to Christensen. The reporting changes are effective immediately.
“As we continue to evaluate the organization and look to position the company for long-term success, refining and simplifying our international organization provides opportunities for increased synergies within the U.K. and Australian markets,” said Sands. “We anticipate significant benefits from a leaner and more flexible international organization as we continue toward our goal of improving efficiencies, profit, cash flow and return on invested capital as well as paying down debt.”
-more-
 
 
 

 
 
-2-
In addition to assuming the helm of the international business, Hetterich will continue to lead the company’s mergers, acquisitions and divestiture initiatives and strategic planning. He joined the Canandaigua Wine Company in 1986 and has held a number of positions in brand management, business development and corporate strategy. In 2003, he was named a company executive officer when he was promoted to executive vice president business development and corporate strategy.
Christensen joined Constellation Brands in 1997 holding a number of domestic and international roles including being named chief financial officer of Constellation Europe in 2006 and president of Constellation Europe in 2007. Stanton has served as CEO of Constellation New Zealand since 2004. Grant was appointed president of Constellation Wines Australia in 2007.

About Constellation Brands

Constellation Brands, Inc. is the leading producer of premium wines in the world, with a portfolio that includes many well-known and highly regarded wine brands, complemented by spirits, imported beers and other select beverage alcohol products. The company has significant market presence in the U.S., Canada, U.K., Australia and New Zealand.  Based in Victor, N.Y., the company has more than 100 strong consumer brands in its portfolio, sales in about 150 countries and operates approximately 50 wineries and other facilities.  It is the largest premium wine company in the U.S.; the largest wine company in the U.K., Australia and Canada; the second largest wine company in New Zealand; and the largest beer importer and marketer in the U.S. through its Crown Imports joint venture with Mexico’s Grupo Modelo.  Constellation Brands is an S&P 500 Index and Fortune 1000® company.  Major brands in the company’s portfolio include Robert Mondavi wines, Hardys, Clos du Bois, Blackstone, Banrock Station, Arbor Mist, Estancia, Ravenswood, Jackson-Triggs, Kim Crawford, Corona Extra, Black Velvet Canadian Whisky and SVEDKA Vodka. To learn more about Constellation Brands and its product portfolio visit the company’s Web site at www.cbrands.com.

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