8-K: Current report filing
Published on December 18, 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) December 17,
2007
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CONSTELLATION
BRANDS, INC.
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(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)
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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
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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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
December 17, 2007, Constellation Brands, Inc. (“Constellation”) issued a news
release, a copy of which is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference, announcing the completion of Constellation’s
acquisition of the Fortune Brands, Inc. wine business in the United
States.
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,
and is not otherwise subject to the liabilities of that section. It
may 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
8.01.
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Other
Events.
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On
December 17, 2007, Constellation completed its previously announced acquisition
of Beam Wine Estates, Inc. (“BWE”) from a wholly-owned subsidiary of Fortune
Brands, Inc. The acquisition was completed through Constellation’s
wholly-owned subsidiary Constellation Wines U.S., Inc. (“CWUS”), pursuant to the
terms of a Stock Purchase Agreement dated as of November 9, 2007 by and between
Beam Global Spirits & Wine, Inc. and Constellation Brands, Inc. (the “Stock
Purchase Agreement”). 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. As a result of this acquisition, Constellation has acquired the
United States wine portfolio of Fortune Brands, Inc., including certain
wineries, vineyards or interests therein in the State of
California.
Constellation
acquired 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. Constellation financed the acquisition using net
proceeds from the previously reported sale on December 5, 2007 of $500 million
aggregate principal amount of its 8 3/8% Senior Notes due 2014 and borrowings
under the revolving portion of Constellation’s Credit Agreement dated as of June
5, 2006, as amended.
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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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Exhibits.
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The
following exhibit is furnished as part of this Current Report on
Form
8-K:
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Exhibit
No.
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Description
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99.1
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News
Release of Constellation Brands, Inc. dated December 17,
2007.
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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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Date: December
18, 2007
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CONSTELLATION
BRANDS, INC.
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By:
/s/ Robert Ryder
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Robert
Ryder
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Executive
Vice President and
Chief
Financial Officer
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INDEX
TO EXHIBITS
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Exhibit
No.
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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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News
Release of Constellation Brands, Inc. dated December 17,
2007.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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