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 14, 2001 ----------------- COMMISSION FILE NUMBER 001-08495 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 ----------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (716) 218-2169 -------------- ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS Constellation Brands, Inc. released the following information on February 14, 2001: CONSTELLATION COMMENCES PUBLIC OFFERING OF ITS CLASS A COMMON STOCK HART-SCOTT-RODINO REGULATORY WAITING PERIOD TERMINATED ON THE ACQUISITION OF THE TURNER ROAD VINTNERS WINE BUSINESS FAIRPORT, NEW YORK, FEBRUARY 14, 2001 - CONSTELLATION BRANDS, INC. (NYSE: STZ AND STZ.B) today announced that it intends to make a public offering of 1,700,000 shares of its Class A Common Stock. Constellation expects to use the net proceeds from the offering to finance a portion of the recently announced acquisition of the Turner Road Vintners wine business or to repay short-term indebtedness incurred to finance the acquisition. If the acquisition of the Turner Road business is not consummated, Constellation will use the net proceeds from the offering to repay outstanding indebtedness. Constellation also announced today that it has received notification that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has been terminated relative to its acquisition of the Turner Road business. Constellation continues to move forward with this acquisition, which includes the Vendange, Talus, Heritage, Nathanson Creek, La Terre and Farallon wine brands. The acquisition, which is subject to customary closing conditions, is expected to close in early March 2001. A registration statement relating to the Class A Common Stock has been declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state, in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Copies of the registration statement may be obtained electronically at http://www.sec.gov. ------------------ In connection with the offering, Salomon Smith Barney Inc. is acting as the sole book-running manager and a joint lead manager, J.P. Morgan Securities Inc. is acting as a joint lead manager, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Warburg LLC are acting as co-managers. Constellation Brands, Inc. is a leader in the production and marketing of branded beverage alcohol products 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, composed of brands in all major beverage alcohol categories, Constellation is distinctly positioned to satisfy an array of consumer preferences. 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 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. 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. 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. For risk factors associated with Constellation 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: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Executive Vice President and Chief Financial Officer SUBSIDIARIES BATAVIA WINE CELLARS, INC. Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Treasurer CANANDAIGUA WINE COMPANY, INC. Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Treasurer CANANDAIGUA EUROPE LIMITED Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Treasurer CANANDAIGUA LIMITED Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Finance Director (Principal Financial Officer and Principal Accounting Officer) POLYPHENOLICS, INC. Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President and Treasurer ROBERTS TRADING CORP. Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, President and Treasurer CANANDAIGUA B.V. Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Chief Financial Officer FRANCISCAN VINEYARDS, INC. Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President and Treasurer ALLBERRY, INC. Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President and Treasurer CLOUD PEAK CORPORATION Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President and Treasurer M.J. LEWIS CORP. Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President and Treasurer MT. VEEDER CORPORATION Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President and Treasurer BARTON INCORPORATED Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON BRANDS, LTD. Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON BEERS, LTD. Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON BRANDS OF CALIFORNIA, INC. Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON BRANDS OF GEORGIA, INC. Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON CANADA, LTD. Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON DISTILLERS IMPORT CORP. Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON FINANCIAL CORPORATION Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President STEVENS POINT BEVERAGE CO. Dated: February 16, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President MONARCH IMPORT COMPANY Dated: February 16, 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