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): March 6, 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 March 6, 2001: CONSTELLATION COMPLETES TURNER ROAD VINTNERS WINE BUSINESS ACQUISITION FAIRPORT, NEW YORK, MARCH 6, 2001 - Constellation Brands, Inc. (NYSE: STZ and STZ.B) announced today that on March 5, 2001, it completed the purchase of the Turner Road Vintners wine business. The purchase includes well-known brands Vendange, Talus, Nathanson Creek, Heritage, Farallon and La Terre, as well as two wineries in California. Richard Sands, Chairman, Chief Executive Officer and President of Constellation said, "This is a tremendous acquisition for our Company which enhances our long-term growth opportunities. We continue to build our portfolio of brands around faster growing segments of the beverage alcohol market and this transaction reinforces the Constellation strategy to provide a wide range of beverage alcohol products to satisfy an array of consumer preferences. We expect the acquisition and its related financing to be slightly accretive to earnings per share in the first year." Jon Moramarco, President of Canandaigua Wine stated, "The acquisition of the Turner Road Vintners' brands is very strategic and solidifies our leadership position in the wine industry. These brands complement our existing portfolio and strengthen our presence in one of the faster growing categories of the wine industry." Net sales for the brands acquired for Turner Road Vintners' most recent fiscal year ended June 30, 2000, were approximately $204 million, on unit volume of more than seven million cases. Constellation will now have 20 of the top 100 wine brands in the United States. Constellation Brands, Inc., is a leader in the production and marketing of beverage alcohol brands in North America and the United Kingdom and is a leading independent 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 believes it 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. 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 the Company's expectation that the acquisition and its related financing will be slightly accretive to earnings per share in the first year, 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 wholesalers or retailers may give higher priority to products of our competitors; (vi) the risk associated with the availability and costs of equity and debt financing, including costs associated with rising interest rates; (vii) the risk associated with changes in the availability and relative costs of raw materials and/or labor costs; (viii) the risk associated with changing market conditions; (ix) the risk that advertising and marketing initiatives may not be as effective as anticipated; (x) the risk associated with a change in general economic conditions; and (xi) 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: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Executive Vice President and Chief Financial Officer SUBSIDIARIES BATAVIA WINE CELLARS, INC. Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Treasurer CANANDAIGUA WINE COMPANY, INC. Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Treasurer CANANDAIGUA EUROPE LIMITED Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Treasurer CANANDAIGUA LIMITED Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Finance Director (Principal Financial Officer and Principal Accounting Officer) POLYPHENOLICS, INC. Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President and Treasurer ROBERTS TRADING CORP. Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, President and Treasurer CANANDAIGUA B.V. Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Chief Financial Officer FRANCISCAN VINEYARDS, INC. Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President and Treasurer ALLBERRY, INC. Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President and Treasurer CLOUD PEAK CORPORATION Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President and Treasurer M.J. LEWIS CORP. Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President and Treasurer MT. VEEDER CORPORATION Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President and Treasurer BARTON INCORPORATED Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON BRANDS, LTD. Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON BEERS, LTD. Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON BRANDS OF CALIFORNIA, INC. Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON BRANDS OF GEORGIA, INC. Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON CANADA, LTD. Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON DISTILLERS IMPORT CORP. Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President BARTON FINANCIAL CORPORATION Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President STEVENS POINT BEVERAGE CO. Dated: March 6, 2001 By: /s/ Thomas S. Summer -------------------------------- Thomas S. Summer, Vice President MONARCH IMPORT COMPANY Dated: March 6, 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