-----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, Theb1Ta63hhMRJ9je3uMxT+OWvcsd99JMtRtbilqCwY4/yPzsM8H7A53Tzy4Brz/ mO0JANc376VkrFrmc28QQQ== 0000016918-09-000060.txt : 20091130 0000016918-09-000060.hdr.sgml : 20091130 20091130142030 ACCESSION NUMBER: 0000016918-09-000060 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091130 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091130 DATE AS OF CHANGE: 20091130 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: 091211583 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-113009.htm FORM 8-K 11-30-09 form8k-113009.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 30, 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 30, 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 has entered into an agreement to sell its European cider business, along with a production facility and associated warehouses and distribution facilities, to C&C Group PLC of Dublin, Ireland (“C&C”).  In addition, the parties will provide one another certain temporary transition services after the sale transaction.  The news release also provided information about, among other things, the expected impact of the transaction upon the diluted earnings per share outlook regarding Constellation’s fiscal year ending February 28, 2010.  The projections constituting the guidance included in the news release involve risks and uncertainties, the outcome of which cannot be foreseen at this time and, therefore, actual results may vary materially from these projections.  In this regard, see the information included in the news release under the caption “Forward-Looking Statements.”

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 30, 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 30, 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 30, 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
17
 

CONTACTS
 
Media
Investor Relations
Angie Blackwell – 585-678-7141
Cheryl Gossin – 585-678-7191
UK: Simon Russell – +44 (0)1179 066 519
Patty Yahn-Urlaub – 585-678-7483
Bob Czudak – 585-678-7170

 
Constellation Brands Enters
Agreement to Sell
U.K. Cider Business
 
 
VICTOR, N.Y., Nov. 30, 2009 – Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), the world’s leading wine company, announced today that it has entered into an agreement to sell its Gaymer Cider Company business to C&C Group PLC of Dublin Ireland for £45 million, or approximately $70 million, subject to closing adjustments. The transaction is expected to close by mid-January 2010.  
“The Gaymer cider business has been a valued and respected part of Constellation’s European operations for many years,” said Rob Sands, president and chief executive officer, Constellation Brands. “However, as the company’s strategy has evolved to focus on premium higher-growth, higher-margin wine, beer and spirits brands, it made good strategic sense to sell the cider business. Overall, Constellation continues to pursue opportunities and strategies that promote the simplification of its international organization, the improvement of efficiencies, return on invested capital, cash flow and the reduction of costs.”
           Constellation expects that proceeds from the sale will be used to reduce its borrowings. The sale is expected to result in a nominal gain on the transaction, which will be excluded from the company’s comparable basis diluted
 
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-2-
 
earnings per share (EPS). The impact of this transaction is expected to be neutral to ongoing reported basis and comparable basis diluted EPS for fiscal 2010.
As part of the transaction, C&C will receive all Gaymer cider brands including Blackthorn Cider, Gaymers Original and Pear Cider, Addlestones and Olde English Cider along with a production facility and associated warehouses and distribution facilities. “C&C has a strong track record for growing the cider and beer brands that they own, which makes this mutually beneficial for both companies,” said Sands. “I want to thank the cider employees who have worked tirelessly to make the business profitable and successful and wish them well into the future.”
 
Explanations
Reported basis (“reported”) diluted earnings per share are as reported under generally accepted accounting principles. Diluted earnings per share on a comparable basis (“comparable”), exclude acquisition-related integration costs, restructuring charges and unusual items.
 
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, such forward-looking statements.  Some of these risks and uncertainties include factors relating to Constellation's ability to consummate the transaction and realize expected gains.  There can be no assurance that any transaction between Constellation and C&C Group PLC will occur, or will occur on the timetable contemplated hereby.
Although Constellation believes the expectations reflected in the forward-looking statements are reasonable, Constellation can give no assurance that such expectations will prove to be correct.  All forward-looking statements speak only as of the date of this news release.  Constellation undertakes no obligation to
 
-more-
 

 
-3-
 
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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 the proposed transaction, receipt of all consideration and accuracy of all projections; 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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