8-K: Current report filing
Published on November 7, 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) November
4, 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 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
November
4, 2005, Constellation Brands, Inc. (“Constellation”) issued a press release,
attached here as Exhibit 99.1, in which it questioned the recommendation
made by
the Board of Directors of Vincor International Inc. (“Vincor”) that Vincor
shareholders reject Constellation's cash takeover bid (the "Offer") to acquire
all of the outstanding common shares (and associated Poison Pill Rights)
of
Vincor for CDN $31.00 per share. As previously announced, the Offer
is
scheduled to expire at 5:00 p.m. Toronto time on Monday, November 28, 2005,
unless the Offer is extended. The Offer is not conditional on financing
or
the completion of due diligence but contains certain customary conditions,
including the valid tender, and non-withdrawal, of at least 66 2/3% of Vincor’s
common shares and receipt of required regulatory consents and
approvals.
This
Current
Report on Form 8-K, including the exhibit hereto, is being furnished in
lieu of
a tender offer filing, since Vincor International Inc. does not have a
class of
equity security registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended.
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 November 4,
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: November
4, 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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||
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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 November 4,
2005.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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