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) March 25,
2009
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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207 High Point Drive,
Building 100, Victor, NY 14564
(Address of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area
code (585)
678-7100
370
Woodcliff Drive, Suite 300, Fairport,
NY 14450
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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):
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.
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Results
of Operations and Financial
Condition.
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On March 25, 2009, Constellation
Brands, Inc. (the “Company”), a Delaware corporation, issued a news release (the
“release”) announcing certain information regarding its financial condition and
results of operations as of and for the fourth fiscal quarter and full year
ended February 28, 2009, including, with respect to the completed period,
its estimates regarding diluted earnings per share, together with certain
related expectations, and its estimate regarding free cash flow. 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 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. Such information 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.
The
release contains non-GAAP financial measures; in the release these are referred
to as “comparable” 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 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 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 in connection with certain
restructuring activities; the write-down of inventory in connection with certain
restructuring activities, the disposal of a business and other items; other
costs incurred in connection with certain restructuring and/or integration
activities; losses in connection with the disposal of a business and/or assets,
including assets held for sale; impairments of certain goodwill and intangible
assets; restructuring charges; acquisition-related integration costs;
impairments of certain equity method investments; and the recognition of income
tax expense in connection with the gain on settlement of certain foreign
currency economic hedges.
Item 7.01.
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Regulation
FD Disclosure.
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On March
25, 2009, the Company issued a news release, a copy of which is furnished
herewith as Exhibit 99.1 and is incorporated herein by
reference. Among other items, the news release provided certain
information regarding the Company’s estimates for diluted earnings per share and
free cash flow for the fiscal year ended February 28, 2009, as well as
information about the recent completion of the Company’s previously-announced
sale of its value spirits business.
References
to the Company’s website in the release do not incorporate by reference the
information on the website into this Current Report on Form 8-K and the Company
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.
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.
The following exhibit is furnished as
part of this Current Report on Form 8-K:
Exhibit No.
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Description
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99.1
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News
Release of Constellation Brands, Inc. dated March 25,
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.
Date: March
25, 2009
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CONSTELLATION
BRANDS, INC.
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By:
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/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 March 25,
2009.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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