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) October 26, 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)

Registrant’s 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))
 
 

 


 

Item 7.01.   Regulation FD Disclosure.

     On October 26, 2005, a wholly-owned subsidiary (the “Bidder”) of Constellation Brands, Inc., a Delaware corporation (“Constellation”), filed with Canadian securities regulators, a Notice of Change in Information dated October 26, 2005, attached hereto as Exhibit 99.1, to its Offer to Purchase and Bid Circular dated October 19, 2005 relating to the offer by the Bidder to purchase all of the outstanding Common Shares (together with the associated Poison Pill Rights) of Vincor International Inc. The Notice of Change in Information will also be sent to shareholders of Vincor International Inc. The Offer to Purchase and Bid Circular has previously been furnished by Constellation as Exhibit 99.1 to its Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 24, 2005.

     This Current Report on Form 8-K, including the exhibit 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 exhibit 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 exhibit is furnished as part of this Form 8-K:

         
  Exhibit No.   Description
 
99.1
  Notice of Change in Information dated October 26, 2005.

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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.
         
Date: October 26, 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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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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Exhibit No.   Description
 
(24)
  POWER OF ATTORNEY
 
 
  Not Applicable.
 
(99)
  ADDITIONAL EXHIBITS
 
(99.1)
  Notice of Change in Information dated October 26, 2005.
 
(100)
  XBRL-RELATED DOCUMENTS
 
 
  Not Applicable.

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