-----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, BftzZk5n4R2dM77gRSDKFCPb1GEt6TNU5AJ9Hnhh933ym8L5o6Iyz4MAHNhF8DLB FrR3rmJFve7jb/fbh+T00g== 0000898822-04-001128.txt : 20041215 0000898822-04-001128.hdr.sgml : 20041215 20041214213242 ACCESSION NUMBER: 0000898822-04-001128 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041214 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041215 DATE AS OF CHANGE: 20041214 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: 041203064 BUSINESS ADDRESS: STREET 1: 370 WOODCLIFF DRIVE, SUITE 300 CITY: FAIRPORT STATE: NY ZIP: 14450 BUSINESS PHONE: 585-218-3600 MAIL ADDRESS: STREET 1: 370 WOODCLIFF DRIVE, SUITE 300 CITY: FAIRPORT STATE: NY ZIP: 14450 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 dec148k.txt FORM 8-K - DECEMBER 14, 2004 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): December 14, 2004 CONSTELLATION BRANDS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-08495 16-0716709 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 370 Woodcliff Drive, Suite 300, Fairport, New York 14450 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (585) 218-3600 Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act ITEM 7.01. REGULATION FD DISCLOSURE. On December 14, 2004, Constellation Brands, Inc. filed the press release attached hereto as Exhibit 99.1. The information included in this Form 8-K, including the press 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 and Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 if and to the extent such subsequent filing specifically references the information incorporated by reference herein. -2- ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. The following exhibits are filed as part of -------- this report: 99.1 Press Release, dated December 14, 2004, of Constellation Brands, Inc. -3- SIGNATURE 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. Dated: December 14, 2004 CONSTELLATION BRANDS, INC. By: /s/ Thomas F. Howe ---------------------------------- Name: Thomas F. Howe Title: Senior Vice President, Controller -4- EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Press Release, dated December 14, 2004, of Constellation Brands, Inc. EX-99 2 ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 [CONSTELLATION BRANDS, INC. LOGO] NEWS RELEASE CONTACTS: MEDIA RELATIONS: Philippa Dworkin - 585-218-3733 Mike Martin - 585-218-3669 INVESTOR RELATIONS: Lisa Schnorr - 585-218-3677 Bob Czudak - 585-218-3668 CONSTELLATION ANNOUNCES EXPIRATION OF HART- SCOTT-RODINO WAITING PERIOD IN CONNECTION WITH THE ROBERT MONDAVI CORPORATION ACQUISITION FAIRPORT, N.Y., DEC. 14, 2004 - Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act in the United States has expired in connection with its acquisition of The Robert Mondavi Corporation (NASDAQ: MOND). The transaction is anticipated to close in late December and is subject to customary closing conditions, including approval by The Robert Mondavi Corporation shareholders at their Annual Meeting scheduled for December 22, 2004. ABOUT CONSTELLATION Constellation Brands, Inc. is a leading international producer and marketer of beverage alcohol brands with a broad portfolio across the wine, spirits and imported beer categories. Constellation Brands is also the largest fine wine company in the United States. Well-known brands in Constellation's beverage alcohol portfolio include: Corona Extra, Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Mr. Boston, Paul Masson Grande Amber Brandy, Franciscan Oakville Estate, Estancia, Simi, Ravenswood, Blackstone, Banrock Station, Hardys, Nobilo, Alice White, Vendange, Almaden, Arbor Mist, Stowells and Blackthorn. For more information about Constellation Brands and its products, visit the company's Web site at www.cbrands.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----