8-K: Current report filing
Published on April 11, 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) April
10, 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
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(585)
218-3600
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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):
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| 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)) |
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ITEM
7.01
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REGULATION
FD DISCLOSURE.
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On
April
10, 2006, Constellation Brands, Inc. (“Constellation”) issued a press release
which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference, disclosing that Constellation has received confirmation from the
Investment Review Division of Industry Canada, and Canada’s Competition Bureau,
that no further filings or approvals are necessary in connection with
Constellation’s acquisition of Vincor International Inc. The statutory waiting
period in the United States under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 has previously expired.
The
information included in this Current Report on 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.
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ITEM
9.01
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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., dated April 10,
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:
April 11, 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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INDEX
TO EXHIBITS
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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 April 10,
2006.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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