8-K: Current report filing
Published on June 30, 2005
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) June 30, 2005
CONSTELLATION
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-08495
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16-0716709
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||
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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370
Woodcliff Drive, Suite 300, Fairport, NY 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 simultaneous
satisfy
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
2.02. RESULTS
OF OPERATIONS AND FINANCIAL CONDITION.
On
June
30, 2005, Constellation Brands, Inc. (the “Company”), a Delaware corporation,
issued a press release (the “release”) announcing its results of operations and
financial condition for the first quarter ended as of May 31, 2005. A copy
of
the release is attached hereto as Exhibit 99.1 and incorporated herein
by
reference. The projections constituting the guidance included in the release
involve risks and uncertainties, the outcome of which cannot be foreseen
at this
time and, therefore, actual results may vary materially from these forecasts.
In
this regard, see the information included in the release under the caption
“Forward-Looking Statements.”
The
information in the release and in this Item 2.02 section 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. Such information
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 such information.
The
release contains non-GAAP financial measures; in the release these are
referred
to as “comparable” or “pro forma” measures. For purposes of Regulation G, a
non-GAAP financial measure is a numerical measure of a registrant’s historical
or future financial performance, financial position or cash flows that
excludes
amounts, or is subject to adjustments that have the effect of excluding
amounts,
that are included in the most directly comparable measure calculated and
presented in accordance with GAAP in the statement of income, balance sheet
or
statement of cash flows (or equivalent statements) of the issuer; or includes
amounts, or is subject to adjustments that have the effect of including
amounts,
that are excluded from the most directly comparable measure so calculated
and
presented. In this regard, GAAP refers to generally accepted accounting
principles in the United States. Pursuant to the requirements of Regulation
G,
the Company has provided reconciliations within the release of the non-GAAP
financial measures to the most directly comparable GAAP financial
measures.
Comparable
measures are provided because management uses this information in evaluating
the
results of the continuing operations of the Company and in internal goal
setting. In addition, the Company believes this information provides investors
a
better insight on underlying business trends and results in order to evaluate
year over year financial performance. As such, the flow through of adverse
grape
cost associated with the acquisition of The Robert Mondavi Corporation
(“Robert
Mondavi”); the flow through of inventory step-up associated with acquisitions
and investments in equity method investees; financing costs associated
with the
Company’s redemption of senior notes and
repayment of the Company's prior credit agreement; due diligence costs
associated with the Company's evaluation of a potential offer for Allied
Domecq;
net gain on the sale of non-strategic assets; gain on transaction termination;
acquisition-related integration costs associated with the Robert
Mondavi
acquisition; restructuring and related charges associated with the Company’s
further realignment of business operations within the Company’s wine segment and
the Robert Mondavi acquisition; and the income tax adjustment in connection
with
the reversal of an income tax accrual related to the completion of various
income tax examinations are excluded from comparable results, when appropriate.
Similarly,
the Company believes that pro forma information, including Robert Mondavi
pro
forma net sales information in the year ago period set forth in the release,
is
provided because management believes this information provides investors
a
better insight on underlying business trends and results in order to evaluate
year over year financial performance.
ITEM
7.01 REGULATION
FD DISCLOSURE.
On
June
30, 2005, the Company issued a press release (the “release”), a copy of which is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information included in this Form 8-K, including the press release 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.
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(c)
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The
following exhibit is furnished as part of this Form
8-K.
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No.
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Description
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| 99.1 |
Press
Release of Constellation Brands, Inc. (the “Company”), dated June 30,
2005.
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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.
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CONSTELLATION
BRANDS, INC.
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Date:
June 30, 2005
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By:
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/s/
Thomas S. Summer____________
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Thomas
S. Summer, Executive Vice
President
and Chief Financial Officer
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Exhibit
Number
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Description
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(1)
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UNDERWRITING
AGREEMENT
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Not
Applicable.
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(2)
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PLAN
OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
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Not
Applicable.
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(3)
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ARTICLES
OF INCORPORATION AND BYLAWS
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Not
Applicable.
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(4)
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INSTRUMENTS
DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
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Not
Applicable.
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(7)
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CORRESPONDENCE
FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY
ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
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Not
Applicable.
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(14)
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CODE
OF ETHICS
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Not
Applicable.
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(16)
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LETTER
RE CHANGE IN CERTIFYING ACCOUNTANT
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Not
Applicable.
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(17)
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CORRESPONDENCE
ON DEPARTURE OF DIRECTOR
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Not
Applicable.
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(20)
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OTHER
DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
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Not
Applicable.
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(23)
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CONSENTS
OF EXPERTS AND COUNSEL
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Not
Applicable.
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(24)
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POWER
OF ATTORNEY
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Not
Applicable.
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(99)
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ADDITIONAL
EXHIBITS
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(99.1)
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Press
Release dated June 30, 2005.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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