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) October
4, 2007
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
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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370
Woodcliff Drive, Suite 300, Fairport, New York
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14450
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(Address
of principal executive offices)
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(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
2.02. |
RESULTS
OF OPERATIONS AND FINANCIAL
CONDITION.
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On October
4, 2007, Constellation Brands, Inc. (the “Company”), a Delaware corporation,
issued a news release (the “release”) announcing its financial condition and
results of operations as of and for the second fiscal quarter ended August
31, 2007. A copy of the release is attached hereto as Exhibit 99.1 and
incorporated herein by reference. The projections constituting the guidance
included in the release involve risks and uncertainties, the outcome of which
cannot be foreseen at this time and, therefore, actual results may vary
materially from these forecasts. In this regard, see the information included
in
the release under the caption “Forward-Looking Statements.”
The
information in the release and in this Item 2.02 section 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. Such information 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 such information.
The
release contains non-GAAP financial measures; in the release these are referred
to as “comparable,” “organic” or “constant currency” measures. For purposes of
Regulation G, a non-GAAP financial measure is a numerical measure of a
registrant’s historical or future financial performance, financial position or
cash flows that excludes amounts, or is subject to adjustments that have
the
effect of excluding amounts, that are included in the most directly comparable
measure calculated and presented in accordance with GAAP in the statement
of
income, balance sheet or statement of cash flows (or equivalent statements)
of
the issuer; or includes amounts, or is subject to adjustments that have the
effect of including amounts, that are excluded from the most directly comparable
measure so calculated and presented. In this regard, GAAP refers to generally
accepted accounting principles in the United States. Pursuant to the
requirements of Regulation G, the Company has provided reconciliations within
the release of the non-GAAP financial measures to the most directly comparable
GAAP financial measures.
Comparable
measures and organic net sales measures are provided because management uses
this information in evaluating the results of the continuing operations of
the
Company and/or in internal goal setting. In addition, the Company believes
this
information provides investors a better insight on underlying business trends
and results in order to evaluate year over year financial performance. As
such,
the following items, when appropriate, are excluded from comparable results:
the
flow through of adverse grape cost associated with an acquisition; the flow
through of inventory step-up associated with acquisitions and investments
in
equity method investees; accelerated depreciation costs in connection with
certain restructuring activities; the write-down of inventory in connection
with
certain restructuring and/or integration activities; acquisition-related
integration costs; restructuring and related charges and other costs; the
loss
on the sale of the Company’s branded water business; the loss on disposal in
connection with the Company’s contribution of its U.K. wholesale business to the
Matthew Clark joint venture and the provision for income taxes in connection
with the repatriation of proceeds associated with this transaction; the gain
on
change in fair value of derivative instrument entered into to hedge the U.S.
dollar cost of a foreign currency denominated acquisition and related payment
of
certain outstanding indebtedness; the write-off of deferred financing fees;
and
foreign currency losses on foreign denominated intercompany loan balances
associated with an acquisition. The Company acquired Vincor International
Inc.
(“Vincor”) on June 5, 2006 and the Svedka Vodka brand and related business on
March 19, 2007. In addition, the Company formed the Crown Imports LLC joint
venture (“Crown Imports”) effective January 2, 2007 and the Matthew Clark joint
venture (“Matthew Clark”) effective April 17, 2007. Accordingly, during the
indicated periods organic net sales measures exclude the net sales of Vincor
products and Svedka Vodka or the net sales of the imported beers business
and
the U.K. wholesale business, as applicable.
Constant
currency measures, which exclude the impact of year over year currency exchange
rate fluctuations, are provided because management believes this information
provides investors better insight on underlying business trends and results
in
order to evaluate year over year financial performance.
ITEM
7.01. |
REGULATION
FD
DISCLOSURE.
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On
October 4, 2007, the Company issued a news release, a copy of which is furnished
herewith as Exhibit
99.1 and
is incorporated herein by reference.
References
to the Company’s website in the release do not incorporate by reference the
information on such website into this Current Report on Form 8-K and the
Company
disclaims any such incorporation by reference. The information in this Current
Report on Form 8-K, including 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. The information in this Item 7.01
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.
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.
ITEM
9.01. |
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 the Company dated October 4,
2007.
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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:October
4,
2007 |
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
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 October 4,
2007.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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