-----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, B/tcNaGoN0plbe46yM0pFZE1OkHOh4eCeF+A/IdRljzg5zKZmJvLUezYCTx1Po/Y H33T/a2/rgJlsd6gVpEDHA== 0000016918-10-000012.txt : 20100408 0000016918-10-000012.hdr.sgml : 20100408 20100408104706 ACCESSION NUMBER: 0000016918-10-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100407 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100408 DATE AS OF CHANGE: 20100408 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: 10738981 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-040810.htm FORM 8-K 040810 Unassociated Document

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)  April 7, 2010

 
   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 April 7, 2010, 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 and Australian Vintage Ltd (“AVL”) have ended discussions for the potential combination of a portion of Constellation’s Australian and United Kingdom wine operations with AVL.

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 in formation 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 April 7, 2010.
 
 
 
 

 

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:  April 8, 2010
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 April 7, 2010.
     
(100)
  XBRL-RELATED DOCUMENTS
     
    Not Applicable.
     
 (101)   INTERACTIVE DATA FILE
     
    Not Applicable.
EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Unassociated Document
 
[LOGO]  Constellation
NEWS RELEASE
02

 
Media Relations
 
Investor Relations
Angie Blackwell--585-678-7141
 
Patty Yahn-Urlaub--585-678-7483
Cheryl Gossin--585-678-7191
 
Bob Czudak--585-678-7170

 
CONSTELLATION BRANDS AND
AUSTRALIAN VINTAGE LTD END DISCUSSIONS RELATED TO AUSTRALIAN AND U.K. WINE OPERATIONS

VICTOR, N.Y., April 7, 2010 – Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), the world’s leading wine company, today announced that it and Australian Vintage Ltd (AVL) have ended discussions for the potential combination of a portion of Constellation’s Australian and U.K. wine operations with AVL.
Constellation’s President and CEO Rob Sands said, “There were a number of goals both parties were attempting to accomplish through the combination. Over time, it became evident that despite both parties’ best efforts we were not going to be successful in accomplishing all these goals. Therefore, we mutually decided it was in the best interest of Constellation and AVL to discontinue our discussions and focus on our respective businesses.”
Constellation plans to continue to operate its Australian and U.K. businesses with a focus on achieving stronger results by increasing efficiencies, reducing costs and improving cash generation.  
###
 
About Constellation Brands
Constellation Brands is the world’s leading wine company that achieves success through an unmatched knowledge of wine consumers, storied brands that suit varied lives and tastes and talented employees world-wide. 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 45 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

-more-
 
 
 

 
-2-
 
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 “plan,” “intend,” 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.   
All forward-looking statements speak only as of the date of this news release.  Constellation can give no assurance that the expectations reflected in the forward-looking statements will prove to be correct  and undertakes no obligation to 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 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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