8-K: Current report filing
Published on February 2, 2001
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): February 1, 2001
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COMMISSION FILE NUMBER 0-7570
DELAWARE CONSTELLATION BRANDS, INC. 16-0716709
and its subsidiaries:
NEW YORK BATAVIA WINE CELLARS, INC. 16-1222994
NEW YORK CANANDAIGUA WINE COMPANY, INC. 16-1462887
NEW YORK CANANDAIGUA EUROPE LIMITED 16-1195581
ENGLAND AND WALES CANANDAIGUA LIMITED 98-0198402
NEW YORK POLYPHENOLICS, INC. 16-1546354
NEW YORK ROBERTS TRADING CORP. 16-0865491
NETHERLANDS CANANDAIGUA B.V. 98-0205132
DELAWARE FRANCISCAN VINEYARDS, INC. 94-2602962
CALIFORNIA ALLBERRY, INC. 68-0324763
CALIFORNIA CLOUD PEAK CORPORATION 68-0324762
CALIFORNIA M.J. LEWIS CORP. 94-3065450
CALIFORNIA MT. VEEDER CORPORATION 94-2862667
DELAWARE BARTON INCORPORATED 36-3500366
DELAWARE BARTON BRANDS, LTD. 36-3185921
MARYLAND BARTON BEERS, LTD. 36-2855879
CONNECTICUT BARTON BRANDS OF CALIFORNIA, INC. 06-1048198
GEORGIA BARTON BRANDS OF GEORGIA, INC. 58-1215938
ILLINOIS BARTON CANADA, LTD. 36-4283446
NEW YORK BARTON DISTILLERS IMPORT CORP. 13-1794441
DELAWARE BARTON FINANCIAL CORPORATION 51-0311795
WISCONSIN STEVENS POINT BEVERAGE CO. 39-0638900
ILLINOIS MONARCH IMPORT COMPANY 36-3539106
(State or other (Exact name of registrant as (I.R.S. Employer
jurisdiction of specified in its charter) Identification
incorporation or No.)
organization)
300 WillowBrook Office Park, Fairport, New York 14450
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 218-2169
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Constellation Brands, Inc. released the following information on February
1, 2001:
CONSTELLATION SIGNS DEFINITIVE AGREEMENT TO ACQUIRE VENDANGE, TALUS, HERITAGE
AND OTHER SEBASTIANI WINE BRANDS
ACQUISITION STRENGTHENS LEADERSHIP POSITION IN GROWING WINE INDUSTRY
FAIRPORT, NEW YORK, February 1, 2001 - Constellation Brands, Inc. (NYSE: STZ,
STZ.B) announced today that its Canandaigua Wine division has entered into a
definitive agreement under which Canandaigua will purchase the assets of Turner
Road Vintners, a division of Sebastiani Vineyards, Inc. Assets to be acquired in
the transaction include the following brands: Vendange, the third largest
selling wine in its category, Talus, one of the fastest growing premium wines,
Heritage, Nathanson Creek, La Terre and Farallon, as well as two wineries
located in Lodi, California.
Richard Sands, Chairman, Chief Executive Officer and President of Constellation,
said, "This is an exciting acquisition for our Canandaigua Wine division. We
continue to identify and take advantage of growth opportunities in the beverage
alcohol markets, reinforcing the Constellation strategy to provide a wide range
of products to satisfy an array of consumer preferences. These exceptional
brands are also positioned in higher margin, faster growing segments of the wine
industry."
Jon Moramarco, President of Canandaigua Wine, stated, "The acquisition of the
Turner Road Vintners' brands is very strategic, adding seven million cases a
year to our sales and filling a gap in our portfolio with well known brands in
the $4.00 to $10.00 range. Constellation's Canandaigua Wine division will now
have 20 of the top 100 wine brands in the United States."
The purchase price for the brands and related assets is approximately $295
million. The Company intends to issue up to $115 million of its Class A Common
Stock (NYSE: STZ) in connection with this transaction, with the balance of the
purchase price to be funded with debt. Net sales and earnings before interest,
taxes, depreciation and amortization ("EBITDA") for the brands to be acquired
for Turner Road's most recent fiscal year ended June 30, 2000, were
approximately $204 million and $33 million, respectively, on unit volume of more
than seven million cases. The transaction and its related financing are expected
to be slightly accretive to earnings per share in the first year. The
transaction is subject to satisfaction of customary closing conditions.
Constellation will host a conference call to discuss additional details relative
to this transaction. Detailed instructions for accessing the conference call are
outlined below.
ABOUT CONSTELLATION
Constellation Brands, Inc., is a leader in the production, marketing and
distribution of beverage alcohol brands in North America and the United Kingdom
and is a leading drinks wholesaler in the United Kingdom. As the second largest
supplier of wine, the second largest importer of beer and the fourth largest
supplier of distilled spirits, Constellation Brands, Inc., is the largest
single-source supplier of these products in the United States. With its broad
product portfolio, comprised of brands in all major beverage alcohol categories,
Constellation is distinctly positioned to satisfy the diverse needs of
consumers. Leading brands in Constellation's portfolio include: Franciscan
Oakville Estate, Simi, Estancia, Almaden, Arbor Mist, Black Velvet,
Fleischmann's, Schenley, Ten High, Stowells of Chelsea, Blackthorn and the
number one imported beer, Corona Extra. Constellation can be found on the
Internet at www.cbrands.com.
This press release does not constitute and shall not be deemed an offering of
any securities. Any such offering will be made only by means of a prospectus.
CONFERENCE CALL DETAILS
A conference call to discuss the details of this transaction will be hosted by
Richard Sands, CEO, Tom Summer, CFO and Jon Moramarco, President, Canandaigua
Wine Company on February 2, 2001, at 11:00 a.m. EST. The conference call can be
accessed by dialing (800) 860-2442. A live listen-only web cast of the
conference call is available on the Internet at Constellation's web site:
www.cbrands.com under: Investor Information. If you are unable to participate in
the conference call, a replay will be available by dialing (877) 344-7529 from
approximately 12:30 p.m. on February 2, 2001 through February 10, 2001.
Additionally, an audio replay will be available on Constellation's web site
under: Investor Information Audio Archives section.
DIGITAL PLAYBACK INSTRUCTIONS - COURTESY OF CHORUS CALL
1. Dial 877-DIG-PLAY (877) 344-7529 or (412) 858-1440.
2. Enter 613 when prompted for an account number followed by the # sign.
3. Press 1 to play the recorded conference.
4. Enter 223157 when prompted for the conference # followed by the # sign.
5. Please clearly state your name and company name when prompted to do so
followed by any key.
6. Press 1 to begin the conference call playback.
Note: You may press 0 at anytime during the conference call to hear the Detailed
Instructions Menu. You may press 2 at anytime during the conference call to stop
the playback entirely. You will be placed in the Introduction Menu.
FORWARD LOOKING STATEMENTS
The Company makes forward-looking statements from time to time and desires
to take advantage of the "safe harbor" which is afforded such statements under
the Private Securities Litigation Reform Act of 1995 when they are accompanied
by meaningful cautionary statements identifying important factors that could
cause actual results to differ materially from those in the forward-looking
statements.
The statements set forth in this press release, which are not historical
facts, are forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially from those set forth in the
forward-looking statements. Any projections of future results of operations, and
in particular, (i) the Company's expectation that the transaction and its
related financing will be slightly accretive to earnings per share in the first
year and (ii) future unit volume sales of brands acquired in the transaction,
should not be construed in any manner as a guarantee that such results will in
fact occur. There can be no assurance that any forward-looking statement in this
press release will be realized or that actual results will not be significantly
higher or lower than set forth in or implied by such forward-looking statement.
In addition to the risks and uncertainties of ordinary business operations, the
forward-looking statements of the Company contained in this press release are
also subject to the following risks and uncertainties: (i) the risk that the
expected benefits of this acquisition will not be achieved or may be delayed;
(ii) the risk that results of operations of this acquisition will be lower than
expected; (iii) the risk that the acquired brands will not be integrated
successfully or in a timely manner; (iv) the risk that the full impact of
estimated synergies may not be realized; (v) the risk that additional costs may
be identified during the course of settling the transaction that were not fully
identified; (vi) the risk that wholesalers or retailers may give higher priority
to products of our competitors (vii) the risk associated with the availability
and costs of equity and debt financing, including costs associated with rising
interest rates; (viii) the risk associated with changes in the availability and
relative costs of raw materials and/or labor costs; (ix) the risk associated
with changing market conditions; (x) the risk that advertising and marketing
initiatives may not be as effective as anticipated; (xi) the risk associated
with a change in general economic conditions; and (xii) the risk associated with
changes in regulations or laws which govern the conduct of business. For other
risk factors associated with the Company and its business please refer to our
Securities and Exchange Commission filings.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONSTELLATION BRANDS, INC.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Executive Vice
President and Chief Financial
Officer
SUBSIDIARIES
BATAVIA WINE CELLARS, INC.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA WINE COMPANY, INC.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA EUROPE LIMITED
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Treasurer
CANANDAIGUA LIMITED
Dated: January 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Finance Director
(Principal Financial Officer and
Principal Accounting Officer)
POLYPHENOLICS, INC.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
ROBERTS TRADING CORP.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, President and
Treasurer
CANANDAIGUA B.V.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Chief
Financial Officer
FRANCISCAN VINEYARDS, INC.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
ALLBERRY, INC.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
CLOUD PEAK CORPORATION
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
M.J. LEWIS CORP.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
MT. VEEDER CORPORATION
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
BARTON INCORPORATED
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BRANDS, LTD.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BEERS, LTD.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BRANDS OF CALIFORNIA, INC.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BRANDS OF GEORGIA, INC.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON CANADA, LTD.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON DISTILLERS IMPORT CORP.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON FINANCIAL CORPORATION
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
STEVENS POINT BEVERAGE CO.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
MONARCH IMPORT COMPANY
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
INDEX TO EXHIBITS
(1) UNDERWRITING AGREEMENT
Not Applicable.
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
Not Applicable.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
Not Applicable.
(16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
Not Applicable.
(17) LETTER RE DIRECTOR RESIGNATION
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.
(27) FINANCIAL DATA SCHEDULE
Not Applicable.
(99) ADDITIONAL EXHIBITS
None