Form: 8-K

Current report filing

April 26, 2005

Documents


 

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)  April 26, 2005
                              

CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)

 
 

 Delaware

 001-08495

 16-0716709

 (State or other jurisdication

 (Commission

(IRS Employer 

 of incorporation)

 File Number)

 Identification No.)
 
 
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


 Not applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
 
 o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 o  Soliciting material pursuant to Rule 14a.12 under the Exchange Act (17 CFR 240.14a-12)
   
 o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
ITEM 7.01.   REGULATION FD DISCLOSURE.
 
    Pursuant to the rules of The Panel on Takeovers and Mergers in the United Kingdom, on April 26, 2005, Constellation Brands, Inc. (the "Company") issued a Rule 2.10 announcement and Rule 8 notice (the "announcement and notice").  A copy of that announcement and notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
    The information included in this Form 8-K, including the announcement and notice 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 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 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
 
ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.
 
(c)    The following exhibit is furnished as part of this Form 8-K.
 
No.       Description

99.1     Rule 2.10 announcement and Rule 8 notice of Constellation Brands, Inc. (the "Company"), dated April 26, 2005.



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.
     
     
Date: April 26, 2005
By:
/s/ Thomas S. Summer
   
Thomas S. Summer, Executive Vice President
   
and Chief Financial Officer
     

 
                           
 
    
 
 



Exhibit Number
Description
   
(1)
UNDERWRITING AGREEMENT
   
 
Not Applicable.
   
(2)
PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
   
 
Not Applicable.
   
(3)
ARTICLES OF INCORPORATION AND BYLAWS
   
 
Not Applicable.
   
(4)
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
   
 
Not Applicable.
   
(7)
CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
   
 
Not Applicable.
   
(14)
CODE OF ETHICS
   
 
Not Applicable.
   
(16)
LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
   
 
Not Applicable.
   
(17)
CORRESPONDENCE ON DEPARTURE OF DIRECTOR
   
 
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
   
(99.1)
Rule 2.10 announcement and Rule 8 notice dated April 26, 2005.
   
(100)
  XBRL-RELATED DOCUMENTS
   
   Not Applicable.