-----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, BkqvV7t9OS77CQhygXpAtCxTr9e0fvguL+/LP3mkJVlH04mGKXVwSg4Xnpd/s/Xq FbvnLiOLhZR6H1XLoPOFsA== 0000016918-09-000059.txt : 20091102 0000016918-09-000059.hdr.sgml : 20091102 20091102165432 ACCESSION NUMBER: 0000016918-09-000059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091101 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091102 DATE AS OF CHANGE: 20091102 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: 091151693 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-110109.htm FORM 8-K 110109 form8k-110109.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)  November 1, 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 7.01.
Regulation FD Disclosure.
 
On November 1, 2009, Constellation Brands, Inc. (“Constellation”) issued a news release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference, announcing that it is considering opportunities regarding its Australian and United Kingdom businesses.
 
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 November 1, 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:  November 2, 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 November 1, 2009.
     
(100)
  XBRL-RELATED DOCUMENTS
     
    Not Applicable.
     
 (101)   INTERACTIVE DATA FILE
     
    Not Applicable.

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm
 
[LOGO]  Constellation
NEWS RELEASE
16
 
CONTACTS
 
Media
Investor Relations
Angie Blackwell – 585-678-7141
Cheryl Gossin – 585-678-7191
Patty Yahn-Urlaub – 585-678-7483
Bob Czudak – 585-678-7170
Australia: Sheralee Davies – +61 8 8392 2298
U.K.: Michelle Norman – +44 483 690205

Constellation Considering Opportunities for Its Australian and U.K. Businesses

VICTOR, N.Y., Nov. 1, 2009 – Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), the world’s leading wine company, announced today that it is pursuing a number of opportunities with various parties to improve the prospects of its Australian and U.K. businesses. These include opportunities which may result in the sale of certain assets and a possible combination of a portion of Constellation’s Australian and U.K. wine operations with Australian Vintage Ltd. (AVL) in exchange for a substantial, but non-controlling, interest in the combined entity. Headquartered in Sydney, AVL is a leading wine company in Australia.
This potential combination would create synergies between the two companies, better positioning the new entity for success in the current challenging operating environment. If a transaction results, the combined companies would operate as a stand alone wine company, which would be listed on the Australian Stock Exchange (ASX).
“The Australian wine industry is facing unprecedented negative operating conditions,” said Rob Sands, president and chief executive officer, Constellation Brands. “This combination would create a more competitive entity better positioned to deal with the current environment.”
 
-more-
 

 
-2-
 
As the discussions between Constellation Brands and AVL are ongoing, there are a number of material issues which need to be addressed before a deal can be finalized. As a result, the discussions are preliminary and may not lead to such a transaction.
“Constellation Brands remains focused on achieving stronger, more sustainable results by tightening the focus of the portfolio, optimizing assets and finding synergies across all aspects of the business,” concluded Sands.

About Constellation Brands
    Constellation Brands is the world’s leading wine company that achieves success through an unmatched knowledge of wine consumers paired with storied brands that suit varied lives and tastes. With a broad portfolio of widely admired premium products across the wine, beer and
spirits categories, Constellation’s brand portfolio includes Robert Mondavi, Hardys, Clos du Bois, Blackstone, Arbor Mist, Estancia, Ravenswood, Jackson-Triggs, Kim Crawford, Corona Extra, Black Velvet Canadian Whisky and SVEDKA Vodka.
Constellation Brands (NYSE: STZ and STZ.B; ASX: CBR) is an S&P 500 Index and Fortune 1000® company with more than 100 total brands in our portfolio, sales in about 150 countries and operations in approximately 50 facilities. The company believes that industry leadership involves a commitment to our brands, to the trade, to the land, to investors and to different people around the world who turn to our products when celebrating big moments or enjoying quiet ones. We express this commitment through our vision: to elevate life with every glass raised. To learn more about Constellation Brands and its product portfolio visit the company's web site at www.cbrands.com.

Forward-Looking Statements
This news release contains forward-looking statements.  The words “anticipate,” “intend,” and “expect”, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.  These statements may relate to Constellation’s business strategy, future operations, prospects, plans and objectives of management, as well as information concerning expected actions of third parties.  All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by the forward-looking statements.
 In addition to risks associated with ordinary business operations, the forward-looking statements contained in this news release are subject to other risks and uncertainties, including:
·  
completion of any transactions regarding its Australian or United Kingdom businesses; and
·  
other factors and uncertainties disclosed from time to time in the company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended Feb. 28, 2009, which could cause actual future performance to differ from current  expectations.
 
 
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