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): April 6, 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 9. REGULATION FD DISCLOSURE
Constellation Brands, Inc. released the following information on April 6, 2003:
CONSTELLATION ANNOUNCES FINAL STOCK TAKE UP
IN RELATION TO ACQUISITION OF BRL HARDY
Transaction to be complete April 9, 2003
FAIRPORT, NEW YORK, APRIL 6, 2003 - Constellation Brands, Inc. (NYSE: STZ, ASX:
CBR) announced the total number of Class A shares to be issued pursuant to the
acquisition of BRL Hardy Limited is 3,288,913. Each BRL Hardy shareholder that
elected to receive stock will receive their entitlement in full (subject to
rounding). Constellation also announced that the transaction will be complete
April 9, 2003.
Richard Sands, Chairman and Chief Executive Officer of Constellation said, "This
is an exciting time for Constellation as it marks another chapter in our
impressive history of smart, consistent growth. This transaction enhances
Constellation's growth profile and product breadth, and expands our geographic
reach." He further added, "We welcome the BRL Hardy shareholders who elected to
participate in this exciting future, and we are truly thrilled to have BRL
Hardy's and Pacific Wine Partners' management and employees join the
Constellation family."
BRL Hardy shareholders whose address on the BRL Hardy register is in Australia,
Hong Kong, New Zealand, Singapore or the United Kingdom will receive their
entitlement to Constellation shares in the form of Constellation CDIs. The
ratio of Constellation CDIs to underlying Constellation shares has been set at
10 to 1.
Constellation CDIs commence trading on a deferred settlement basis from 9.30
a.m. (Adelaide time) on April 7 under the code CBR. Holding statements for
Constellation CDIs will be mailed on or around April 14. BRL Hardy Limited
shareholders who wish to trade Constellation CDIs before receiving their holding
statements can confirm their entitlement to Constellation CDIs by contacting
Computershare Investor Services, Constellation's Australian shareholder
registry, on 1-800-030-606 (toll free from within Australia) or +61-3-9611-5711
(from outside Australia).
For those BRL Hardy shareholders that elected all or a portion of their
consideration in cash, checks are expected to be mailed on or around April 14,
2003.
ABOUT CONSTELLATION
Constellation Brands, Inc. is a leading international producer and marketer of
beverage alcohol brands, with a broad portfolio across the wine, spirits and
imported beer categories. The Company is the largest multi-category supplier of
beverage alcohol in the United States; a leading producer and exporter of wine
from Australia and New Zealand; and both a major producer and independent drinks
wholesaler in the United Kingdom. Well-known brands in Constellation's
portfolio include: Corona Extra, Pacifico, St. Pauli Girl, Black Velvet,
Fleischmann's, Estancia, Simi, Ravenswood, Blackstone, Banrock Station, Hardys,
Nobilo, Alice White, Talus, Vendange, Almaden, Arbor Mist, Stowells of Chelsea
and Blackthorn.
FORWARD-LOOKING STATEMENTS
The statements set forth in this press release, which are not historical facts,
are forward-looking statements that involve risks and uncertainties that could
cause actual results to differ materially from those set forth in or implied by
the forward-looking statements. There can be no assurance that any
forward-looking statement in this press release will be realized.
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: April 7, 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.
(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
None