8-K: Current report filing
Published on November 14, 2007
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
9, 2007
|
CONSTELLATION
BRANDS, INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
001-08495
|
16-0716709
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
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))
|
-
1
-
|
Item
1.01.
|
Entry
into a Material Definitive
Agreement.
|
On
November 9, 2007, Constellation Brands, Inc. (“Constellation”) and Beam Global
Spirits & Wine, Inc. (“Beam”), a wholly-owned subsidiary of Fortune Brands,
Inc., entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”)
pursuant to which Beam agreed to sell and Constellation agreed to purchase
all
of the issued and outstanding capital stock of Beam Wine Estates, Inc.
(“BWE”),
Beam’s wholly-owned subsidiary (the “Transaction”). BWE owns all of
the outstanding stock of its subsidiaries: Atlas Peak Vineyards, Inc.,
Buena
Vista Winery, Inc., Clos du Bois Wines, Inc., Gary Farrell Wines, Inc.
and Peak
Wines International, Inc. Pursuant to the Stock Purchase Agreement,
Constellation will acquire BWE, together with BWE’s subsidiaries, on a cash and
debt-free basis for approximately $885 million in cash, subject to certain
purchase price adjustments based upon final net working capital.
Constellation
intends to finance this transaction through additional debt
financing. Constellation has capacity under its existing revolver and
commitments for additional financing that, in the aggregate, are sufficient
to
fund the purchase price.
The
Stock
Purchase Agreement contains customary representations, warranties and covenants
for a transaction of this type. The representations and warranties
contained in the Stock Purchase Agreement are made by the parties solely
for the
benefit of each other and should not be relied upon by any other
person. Consummation of the Transaction is subject to the
satisfaction of certain conditions, including certain governmental and
regulatory approvals having been obtained. The companies expect to
complete the transaction by December 31, 2007.
The
foregoing description of the Stock Purchase Agreement and the Transaction
does
not purport to be complete and is qualified in its entirety by reference
to the
Stock Purchase Agreement, which is attached hereto as Exhibit 2.1 and
incorporated herein by reference.
|
Item
7.01.
|
Regulation
FD Disclosure.
|
On
November 12, 2007, Constellation issued a news release, a copy of which
is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference,
announcing Constellation’s entry into the Stock Purchase Agreement with respect
to the Transaction.
References
to Constellation’s website in the release 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 in the news 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.
-
2 -
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
(a)
|
Financial
statements of businesses acquired.
|
|
|
Not
applicable.
|
||
|
(b)
|
Pro
forma financial information.
|
|
|
Not
applicable.
|
||
|
(c)
|
Shell
company transactions.
|
|
|
Not
applicable.
|
||
|
(d)
|
Exhibits.
|
|
|
The
following exhibits are filed or furnished as part of this Current
Report
on Form 8-K:
|
|
Exhibit
No.
|
Description
|
||
|
2.1
|
Stock
Purchase Agreement dated as of November 9, 2007 by and between Beam
Global
Spirits & Wine, Inc. and Constellation Brands, Inc.
|
||
|
99.1
|
News Release of Constellation Brands, Inc. dated November 12, 2007. |
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.
|
Date: November 13,
2007
|
CONSTELLATION
BRANDS, INC.
|
|
| By: |
/s/
Robert
Ryder
|
|
| Robert Ryder | ||
|
Executive
Vice President and
Chief
Financial Officer
|
||
INDEX
TO EXHIBITS
|
Exhibit
No.
|
Description
|
|
(1)
|
UNDERWRITING
AGREEMENT
|
|
Not
Applicable.
|
|
|
(2)
|
PLAN
OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
|
|
(2.1)
|
Stock
Purchase Agreement dated as of November 9, 2007 by and between
Beam Global
Spirits & Wine, Inc. and Constellation Brands,
Inc.
|
|
(3)
|
ARTICLES
OF INCORPORATION AND BYLAWS
|
|
Not
Applicable.
|
|
|
(4)
|
INSTRUMENTS
DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
|
|
Not
Applicable.
|
|
|
(7)
|
CORRESPONDENCE
FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY
ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
|
|
Not
Applicable.
|
|
|
(14)
|
CODE
OF ETHICS
|
|
Not
Applicable.
|
|
|
(16)
|
LETTER
RE CHANGE IN CERTIFYING ACCOUNTANT
|
|
Not
Applicable.
|
|
|
(17)
|
CORRESPONDENCE
ON DEPARTURE OF DIRECTOR
|
|
Not
Applicable.
|
|
|
(20)
|
OTHER
DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
|
|
Not
Applicable.
|
|
|
(23)
|
CONSENTS
OF EXPERTS AND COUNSEL
|
|
Not
Applicable.
|
|
|
(24)
|
POWER
OF ATTORNEY
|
|
Not
Applicable.
|
-
5 -
|
(99)
|
ADDITIONAL
EXHIBITS
|
|
(99.1)
|
News
Release of Constellation Brands, Inc. dated November 12,
2007.
|
|
(100)
|
XBRL-RELATED
DOCUMENTS
|
|
Not
Applicable.
|