8-K: Current report filing
Published on October 18, 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) October
18, 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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(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 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.
On
October 18, 2005, Constellation Brands, Inc. (“Constellation”) issued a press
release, attached here as Exhibit 99.1, announcing that a wholly-owned
subsidiary intends to commence a cash takeover bid (the “Offer”) for all of the
outstanding common shares (and associated Poison Pill Rights) of Vincor
International Inc. (“Vincor”) for CDN $31.00 per share. The Offer is scheduled
to expire at 5:00 pm Toronto time on Monday, November 28, 2005, unless
the Offer
is extended. The Offer is conditioned on, among other things, the valid
deposit
and non-withdrawal of at least 66 2/3% of Vincor’s common shares and receipt of
required regulatory consents and approvals.
References
to Constellation’s website in the press release attached as Exhibit 99.1 do not
incorporate by reference the information on such website into this Current
Report on Form 8-K and Constellation disclaims any such incorporation by
reference. The information included in this Current Report on Form 8-K
and the
press release attached as Exhibit 99.1, are 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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(a)
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Financial
statements of businesses acquired.
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Not
applicable.
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(b)
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Pro
forma financial information.
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Not
applicable.
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(c)
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Shell
company transactions.
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Not
applicable.
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(d)
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The
following exhibit is furnished as part of this Current Report on
Form
8-K.
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No.
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Description
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99.1
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Press
Release of Constellation Brands, Inc. (the “Company”), dated October
18, 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:
October 18, 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 October 18, 2005.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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