8-K: Current report filing
Published on March 20, 2003
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): March 20, 2003
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Constellation Brands, Inc.
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(Exact name of registrant as specified in its charter)
001-08495
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(Commission File Number)
Delaware 16-0716709
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
300 WillowBrook Office Park, Fairport, New York 14450
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(Address of principal executive offices) (Zip Code)
(585) 218-3600
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 9. REGULATION FD DISCLOSURE
Constellation Brands, Inc. released the following information on March 20, 2003:
BRL HARDY SHAREHOLDERS APPROVE ACQUISITION BY CONSTELLATION
Final Court Approval Expected March 27th
FAIRPORT, NEW YORK, MARCH 20, 2003 - Constellation Brands, Inc. (NYSE: STZ and
STZ.B) announced a key milestone was reached today, when BRL Hardy Limited (ASX:
BRL) shareholders voted in favor of an acquisition by Constellation.
The acquisition by Constellation is subject to customary closing conditions and
final court approval by The Supreme Court of South Australia. The final court
approval is expected to occur March 27, 2003.
BRL shareholders have until 5:00pm (Adelaide time) on April 4th to make an
election as to the form of consideration for their shares. BRL shareholders may
elect all cash, Constellation stock, or a combination thereof. The Constellation
share price and exchange rate to be used to calculate the stock exchange ratio
will be based on the volume weighted average share price and the average
Australian dollar to U.S. dollar exchange ratio for the ten full trading days of
Constellation stock up to and including March 25, 2003.
The Constellation share price and exchange rate to be used to calculate
the stock exchange ratio will be published on BRL Hardy's website
(www.brlhardy.com.au) and may also be accessed from the Australian Stock
Exchange's web site (www.ASX.com.au) on March 26, 2003. The transaction is
expected to close early April 2003.
ABOUT CONSTELLATION
Constellation Brands, Inc. is a leading producer and marketer of beverage
alcohol brands, with a broad portfolio of wine, spirits and imported beer. The
Company is the largest single-source supplier of these products in the United
States, and both a major producer and independent drinks wholesaler in the
United Kingdom. Well-known brands in Constellation's portfolio include: Corona
Extra, Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Estancia, Simi,
Ravenswood, Blackstone, Banrock Station, Alice White, Talus, Vendange, Almaden,
Arbor Mist, Stowells of Chelsea and Blackthorn.
ABOUT BRL HARDY
BRL Hardy Limited is a leading Australian producer and exporter of wine, with
products sourced from Australia, New Zealand and France. The company's wines are
distributed worldwide through a network of sales and marketing operations, with
the majority of sales generated in Australia, the United Kingdom and the United
States. Major export brands include: Hardys Stamp of Australia, Hardys Nottage
Hill, Hardys VR and Banrock Station. Other domestic and international brands
include: Houghton, Nobilo, Leasingham, Moondah Brook, Yarra Burn, Stonehaven,
Stanley and Renmano.
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 or implied
by the forward-looking statements. There can be no assurance that any
forward-looking statement in this press release will be realized.
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.
CONSTELLATION BRANDS, INC.
Dated: March 20, 2003 By: /s/ Thomas F. Howe
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Thomas F. Howe, Senior Vice
President, Controller
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.
(99) ADDITIONAL EXHIBITS
None