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 21, 2003 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) 001-08495 (Commission File Number) DELAWARE 16-0716709 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 300 WILLOWBROOK OFFICE PARK, FAIRPORT, NEW YORK 14450 (Address of principal executive offices) (Zip Code) (585) 218-3600 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE On January 16, 2003, Constellation Brands, Inc. (the "Company") announced that it had entered into an agreement to acquire BRL Hardy Limited ("BRL Hardy"). This agreement referred to as the Implementation Deed and other agreements entered into between the Company and BRL Hardy are attached hereto as exhibits. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) The following exhibits are filed as part of this Form 8-K. No. Description --- ----------- 99.1 Implementation Deed dated 17 January 2003 between the Company and BRL Hardy 99.2 Transaction Compensation Agreement dated 17 January 2003 between the Company and BLR Hardy 99.3 No Solicitation Agreement dated 13 January 2003 between the Company and BRL Hardy 99.4 Backstop Fee Agreement dated 13 January 2003 between the Company and BRL Hardy 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. Dated: January 21, 2003 CONSTELLATION BRANDS, INC. By: /s/ Thomas F. Howe ----------------------------- Thomas F. Howe, Senior Vice President, Controller