8-K: Current report filing
Published on October 24, 2005
Table of Contents
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
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 19, 2005
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) |
(I.R.S. Employer Identification No.) |
| 370 Woodcliff Drive, Suite 300, Fairport, New York 14450 | |
(Address of principal executive offices)
|
(Zip Code) |
Registrants
telephone number, including area code (585) 218-3600
|
| N/A | ||
| (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))
TABLE OF CONTENTS
Table of Contents
Item 7.01. Regulation FD Disclosure.
On October 20, 2005, a wholly-owned subsidiary (the Bidder) of Constellation Brands, Inc., a
Delaware corporation (Constellation) filed an Offer to Purchase and Bid Circular dated October
19, 2005, attached hereto as Exhibit 99.1, with the Canadian securities regulators, relating to the
offer by the Bidder (the Offer) to purchase all of the outstanding Common Shares (together with
the associated Poison Pill Rights) of Vincor International Inc. upon the terms and subject to the
conditions set forth in the Offer to Purchase and Bid Circular. The Offer to Purchase and Bid
Circular will be sent to shareholders of Vincor International Inc., accompanied by a Letter of
Acceptance and Transmittal, attached hereto as Exhibit 99.2, a Notice of Guaranteed Delivery,
attached hereto as Exhibit 99.3 and a letter to Vincor International Inc. shareholders from
Constellation, attached hereto as Exhibit 99.4. On October 20, 2005, the Bidder also published a
newspaper advertisement, attached as Exhibit 99.5 hereto, in The Globe and Mail announcing the
Offer. An advertisement setting forth the same information in French was also published in La
Presse on October 20, 2005.
This
Current Report on Form 8-K, including the exhibits hereto, is
being furnished in lieu of a tender offer filing, since Vincor
International Inc. does not have a class of equity security
registered pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended.
The
information included in this Current Report on Form 8-K and the exhibits filed herewith is
furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, or
otherwise subject to the liabilities of that section and may only 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.
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) | The following exhibits are furnished as part of this Form 8-K: |
| Exhibit No. | Description | |
| 99.1 | Offer to Purchase and Bid Circular dated October 19, 2005. |
|
| 99.2 | Letter of Acceptance and Transmittal. |
|
| 99.3 | Notice of Guaranteed Delivery. |
|
| 99.4 | Letter to Vincor International Inc. shareholders from Constellation Brands, Inc. |
|
| 99.5 | Newspaper advertisement published in The Globe and Mail on October 20, 2005. |
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Table of Contents
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: October 24, 2005 | CONSTELLATION BRANDS, INC. |
||||
| By: | /s/ Thomas S. Summer | ||||
| Name: | Thomas S. Summer | ||||
| Title: | Executive Vice President and Chief Financial Officer |
||||
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Table of Contents
| 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 |
|
Not Applicable. |
||
| (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 |
|
Not Applicable. |
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Table of Contents
| Exhibit No. | Description | |
| (24) | POWER OF ATTORNEY |
|
Not Applicable. |
||
| (99) | ADDITIONAL EXHIBITS |
|
| (99.1) | Offer to Purchase and Bid Circular dated October 19, 2005. |
|
| (99.2) | Letter of Acceptance and Transmittal. |
|
| (99.3) | Notice of Guaranteed Delivery. |
|
| (99.4) | Letter to Vincor International Inc. shareholders from Constellation Brands, Inc. |
|
| (99.5) | Newspaper advertisement published in The Globe and Mail on October 20, 2005. |
|
| (100) | XBRL-RELATED DOCUMENTS |
|
Not Applicable. |
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