8-K: Current report filing
Published on January 5, 2006
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) January
5, 2006
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
2.02 RESULTS
OF OPERATIONS AND FINANCIAL CONDITION.
On January
5, 2006, Constellation Brands, Inc. (the “Company”), a Delaware corporation,
issued a press release (the “release”) announcing its results of operations and
financial condition for the third fiscal quarter ended as
of November 30, 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 or "constant currency." 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; accelerated depreciation
costs in
connection with the U.S. West Coast facility rationalization; 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 realignment of business
operations within the Company’s wine segment, the Robert Mondavi
acquisition and the U.S. West Coast facility rationalization; 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.
Similarly, 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 better insight on underlying
business trends and results in order to evaluate year over year financial
performance. Constant currency measures, which exclude the impact of year
over year currency exchange rate fluctuations, are provided because management
believes this information provides investors better insight on underlying
business trends and results in order to evaluate year over year financial
performance.
ITEM
7.01 REGULATION
FD DISCLOSURE.
On January
5, 2006, 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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(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 January 5,
2006.
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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:
January 5, 2006
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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 of Constellation Brands, Inc. dated January 5,
2006.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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