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): July 1, 2003
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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 jurisdiction (IRS Employer
of incorporation) Identification No.)
300 WillowBrook Office Park, Fairport, New York 14450
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(Address of principal executive offices) (Zip Code)
(585) 218-3600
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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)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibit is furnished as part of this Form 8-K.
No. Description
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99.1 Press Release of Constellation Brands, Inc., dated July 1, 2003.
ITEM 9. REGULATION FD DISCLOSURE (ALSO BEING PROVIDED UNDER NEW ITEM 12. RESULTS
OF OPERATIONS AND FINANCIAL CONDITION).
On July 1, 2003, Constellation Brands, Inc. (the "Company"), a Delaware
corporation, issued a press release (the "earnings release"), a copy of which is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. In the
earnings release, the Company reported its financial results for the first
quarter ended May 31, 2003.
The information in this Item 9 is furnished pursuant to Item 9 and Item 12
of this Form 8-K. Consequently, it is not deemed "filed" for the purposes of
Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to
the liabilities of that section. It may only be incorporated by reference in
another filing under the Exchange Act or Securities Act of 1933 if such
subsequent filing specifically references this Form 8-K.
The earnings release contains non-GAAP financial measures; in the release these
are referred to as "comparable" or "equivalent" 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 earnings 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 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, an increase in
cost of goods sold resulting from the step up of inventory associated with the
acquisition of BRL Hardy Limited (now known as Hardy Wine Company Limited)
("Hardy"), financing costs and the imputed interest charges associated with the
Hardy acquisition, restructuring charges and a gain on change in fair value of
derivative instruments are excluded from comparable results. Similarly,
equivalent information including Hardy sales information in the year ago period
set forth in the earnings release for the first quarter ended May 31, 2003
provides investors with a better basis for year over year comparison.
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.
CONSTELLATION BRANDS, INC.
Dated: July 1, 2003 By: /s/ Thomas S. Summer
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Thomas S. Summer, Executive Vice
President and Chief Financial
Officer
INDEX TO EXHIBITS
(1) UNDERWRITING AGREEMENT
Not Applicable.
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
Not Applicable.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
Not Applicable.
(14) CODE OF ETHICS
Not Applicable.
(16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
Not Applicable.
(17) LETTER RE DIRECTOR RESIGNATION
Not Applicable.
(20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
Not Applicable.
(23) CONSENTS OF EXPERTS AND COUNSEL
Not Applicable.
(24) POWER OF ATTORNEY
Not Applicable.
(99) ADDITIONAL EXHIBITS
99.1 Press Release dated July 1, 2003.