8-K: Current report filing
Published on January 12, 2009
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 12,
2009
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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
January 12, 2009, 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 agreement to sell
its value spirits business, including over 40 brands and its distillery and
bottling facilities located in Bardstown and Owensboro, Kentucky, and a leased
bottling facility located in Carson, California to Sazerac Company, Inc.
(“Sazerac”). In addition, this sale transaction includes certain
inventory and the capital stock of certain subsidiaries which primarily comprise
the value spirits business. Constellation will retain certain spirits
brands including SVEDKA Vodka, Black Velvet Canadian Whisky, and Paul Masson
Grande Amber Brandy, as well as its production facility in Lethbridge, Alberta,
Canada, and Constellation and Sazerac will provide one another certain
contractual production services after the sale transaction. 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. Constellation will
consolidate the retained premium spirits business into its North American wine
operations in order to improve efficiencies following the completion of the
divestiture and expects to finalize a consolidation plan by the closing of the
transaction. The projections constituting the guidance included in
the news release involve risks and uncertainties, the outcome of which cannot be
foreseen at this time and, therefore, actual results may vary materially from
these projections. In this regard, see the information included in
the news release under the caption “Forward-Looking Statements.”
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 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 January 12,
2009.
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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: January
12, 2009
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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 January 12,
2009.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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