8-K: Current report filing
Published on November 20, 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 20, 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))
|
|
Item
8.01.
|
Other
Events.
|
Constellation
Brands, Inc. ("Constellation" or the “Company”) is filing this Current Report on
Form 8-K for the purpose of, among other things, incorporating the contents
of
this report into the Company’s registration statements, including a Registration
Statement on Form S-4 (the “Form S-4 Registration Statement”) and a
Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form
S-3 (File No. 333-136379) (together with the Form S-4 Registration Statement,
the “Form S-3 and Form S-4 Registration Statements”) that the Company intends to
file on or about the date hereof.
Financial
Statements
As
part
of the Company’s acquisition of Vincor International Inc. on June 5, 2006, the
Company acquired Vincor International Partnership and Vincor Finance, LLC,
and
on March 19, 2007, the Company acquired ALCOFI INC. By means of this
Current Report on Form 8-K, the Company hereby files (a) the audited
combined financial statements of Vincor International Partnership and its
subsidiaries and Vincor Finance, LLC as of and for the year ended March 26,
2006, and (b) the audited consolidated financial statements of ALCOFI INC.
and
its subsidiaries as of and for the year ended December 31, 2006. Each
of (i) Vincor International Partnership and its current subsidiaries; (ii)
Vincor Finance, LLC; (iii) ALCOFI INC.; and (iv) Spirits Marque One LLC, a
subsidiary of ALCOFI INC., are subsidiary guarantors under debt indentures
to
which the Company is a party and co-registrants on the Form S-3 and Form S-4
Registration Statements. These financial statements are provided in
accordance with Rule 3-10(g) of Regulation S-X in order that each of these
co-registrants will be exempt from reporting requirements pursuant to Rule
12h-5
under the Securities Exchange Act of 1934.
Amendment
to Credit Agreement
On
November 19, 2007, Constellation, certain of Constellation’s subsidiaries as
guarantors and JPMorgan Chase Bank, N.A., in its capacity as administrative
agent, entered into a second amendment (the “Amendment”) to the Credit
Agreement, dated as of June 5, 2006 (as previously amended, the “Credit
Agreement”), among Constellation, as Borrower, the subsidiary guarantors party
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the financial
institutions party thereto from time to time as lenders. The
Amendment clarifies certain provisions governing the application of
proceeds from senior unsecured indebtedness under the Credit
Agreement. The Amendment is attached hereto as Exhibit
4.1.
|
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 as part of this Current Report on
Form
8-K:
|
|
Exhibit
No.
|
Description
|
|
|
4.1
|
Amendment
No. 2, dated as of November 19, 2007, to the Credit Agreement,
dated as of
June 5, 2006, among Constellation, the subsidiary guarantors referred
to
on the signature pages to such Amendment No. 2, and JPMorgan Chase
Bank,
N.A., in its capacity as Administrative Agent.
|
|
|
23.1
|
Consent
of KPMG LLP.
|
|
|
23.2
|
Consent
of KPMG LLP.
|
|
|
99.1
|
Audited
combined financial statements of Vincor International Partnership
and
subsidiaries and Vincor Finance, LLC as of and for the year ended
March
26, 2006.
|
|
|
99.2
|
Audited
consolidated financial statements of ALCOFI INC. and subsidiaries as
of and for the year ended December 31, 2006.
|
|
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
20, 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
|
|
Not
Applicable.
|
|
|
(3)
|
ARTICLES
OF INCORPORATION AND BYLAWS
|
|
Not
Applicable.
|
|
|
(4)
|
INSTRUMENTS
DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
|
|
4.1
|
Amendment
No. 2, dated as of November 19, 2007, to the Credit Agreement,
dated as of
June 5, 2006, among Constellation, the subsidiary guarantors referred
to
on the signature pages to such Amendment No. 2, and JPMorgan Chase
Bank,
N.A., in its capacity as Administrative Agent.
|
|
(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
|
|
23.1
|
Consent
of KPMG LLP.
|
|
23.2
|
Consent
of KPMG LLP.
|
|
(24)
|
POWER
OF ATTORNEY
|
|
Not
Applicable.
|
|
|
(99)
|
ADDITIONAL
EXHIBITS
|
|
99.1
|
Audited
combined financial statements of Vincor International Partnership
and
subsidiaries and Vincor Finance, LLC as of and for the year ended
March
26, 2006.
|
|
99.2
|
Audited
consolidated financial statements of ALCOFI INC. and subsidiaries
as of
and for the year ended December 31, 2006.
|
|
(100)
|
XBRL-RELATED
DOCUMENTS
|
|
Not
Applicable.
|