8-K: Current report filing
Published on June 10, 2008
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) June
10, 2008
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
(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))
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Item
7.01.
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Regulation
FD Disclosure.
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On
June
10, 2008, 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 Constellation’s sale of certain California and Pacific
Northwest wine assets. The purchaser of these assets is Eight Estates Fine
Wines, LLC (doing business as Ascentia Wine Estates). Included in the sale
are
assets for the following brands: Geyser Peak, Buena Vista, Gary Farrell, Atlas
Peak and XYZin in California; Columbia Winery and Covey Run in Washington state;
and Ste. Chapelle in Idaho. This sale transaction includes, among other things,
certain trademarks, wineries, vineyards, inventory and tangible equipment and
other assets used exclusively in the conduct of Constellation’s business
associated with the foregoing brands. The news release also provided information
about, among other things, the diluted earnings per share outlook regarding
Constellation’s fiscal year ending February 28, 2009 and certain related
assumptions.
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
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 exhibits are filed or 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 June 10,
2008.
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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:
June 10, 2008
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CONSTELLATION
BRANDS, INC.
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| By: | /s/ Robert Ryder | |
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Robert
Ryder
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 June 10,
2008.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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