UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 4, 2002
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Constellation Brands, Inc.
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(Exact name of registrant as specified in its charter)
001-08495
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(Commission File Number)
Delaware 16-0716709
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(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
300 WillowBrook Office Park, Fairport, New York 14450
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(Address of principal executive offices) (Zip Code)
(585) 218-2169
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Explanatory Note
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This Current Report on Form 8-K/A amends and restates the Current Report on
Form 8-K dated April 4, 2002 and filed with the Securities and Exchange
Commission on April 8, 2002 (the "Form 8-K") of Constellation Brands, Inc. (the
"Company") to report that Arthur Andersen LLP issued its report on the
consolidated financial statements of the Company for the fiscal year ended
February 28, 2002 and is no longer providing services as the Company's principal
independent auditor, and other related matters.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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On April 4, 2002, the Board of Directors of Constellation Brands, Inc. (the
"Company"), based on the recommendation of its Audit Committee, determined to
dismiss Arthur Andersen LLP ("Andersen") as its independent public accountants,
and to engage KPMG LLP ("KPMG") to serve as the Company's independent public
accountants for the fiscal year ending February 28, 2003, effective upon the
filing by the Company of its Annual Report on Form 10-K for the fiscal year
ended February 28, 2002. Subsequent to April 4, 2002, Andersen issued its report
on the consolidated financial statements of the Company for the fiscal year
ended February 28, 2002. Andersen's report was issued in conjunction with the
May 21, 2002 filing by the Company of its Annual Report on Form 10-K for the
fiscal year ended February 28, 2002. As contemplated, upon filing of the
Company's Annual Report on Form 10-K with the Securities and Exchange Commission
on May 21, 2002, each of Andersen's dismissal and KPMG's engagement as the
Company's independent public accountants became effective.
Andersen's reports on the Company's consolidated financial statements for
each of the fiscal years ended February 28, 2002, February 28, 2001 and February
29, 2000 did not contain an adverse opinion or a disclaimer of opinion, nor were
qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended February 28, 2002, February 28, 2001 and
February 29, 2000, and the subsequent interim period through May 21, 2002, there
were no disagreements between the Company and Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Andersen's satisfaction, would have
caused Andersen to make reference to the subject matter of any such
disagreements in connection with its reports on the Company's consolidated
financial statements for such years.
None of the reportable events described under Item 304(a)(1)(v) of
Securities and Exchange Commission's Regulation S-K occurred during the
Company's fiscal years ended February 28, 2002, February 28, 2001 and February
29, 2000, and the subsequent interim period through May 21, 2002.
The Company provided Andersen with a copy of the above disclosure. Attached
as Exhibit 16.1 is a copy of Andersen's letter, dated May 24, 2002, stating its
agreement with these statements.
During the fiscal years ended February 28, 2002, February 28, 2001 and
February 29, 2000, and the subsequent interim period through May 21, 2002, the
Company did not consult with KPMG with respect to the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's consolidated financial
statements, or any other matters or reportable events as described in Item
304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) The following exhibits are filed as part of this Form 8-K/A.
Exhibit No. Description
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16.1 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission, dated May 24, 2002, regarding change
in certifying accountant
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.
Dated: May 24, 2002 CONSTELLATION BRANDS, INC.
By: /s/ Thomas S. Summer
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Thomas S. Summer, Executive Vice
President and Chief Financial
Officer
INDEX TO EXHIBITS
Exhibit No. Description
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16.1 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission, dated May 24, 2002, regarding change in
certifying accountant