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) January 31, 2013
CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-08495 | 16-0716709 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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
Not Applicable
(Former name or former address, if changed since last report)
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure. |
On January 31, 2013, Constellation Brands, Inc. (“Constellation”) issued a statement, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
References to Constellation’s website in the statement do not incorporate by reference the information on such website into this Current Report on Form 8-K and Constellation disclaims any such incorporation by reference. The information in the statement 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 8.01. | Other Events. |
Constellation previously announced a transaction (the “Crown Acquisition”) with Anheuser-Busch InBev SA/NV (“ABI”) to acquire a 50% interest in Crown Imports LLC, which interest is currently owned by a subsidiary of Grupo Modelo S.A.B. de C.V. (“Modelo”). Upon consummation of the Crown Acquisition, Constellation would own 100% of Crown Imports LLC. The Crown Acquisition, however, is dependent upon ABI first acquiring the portion of Modelo which ABI does not currently own (the “Modelo Acquisition”). On January 31, 2013, the United States Department of Justice (“DOJ”) filed a complaint in the United States District Court for the District of Columbia seeking to enjoin the Modelo Acquisition. ABI has stated that it intends to vigorously contest the DOJ’s action. As a result, Constellation no longer expects that the Crown Acquisition will be completed during the first calendar quarter of 2013.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial statements of businesses acquired. | |||||
| Not applicable. | ||||||
| (b) | Pro forma financial information. | |||||
| Not applicable. | ||||||
| (c) | Shell company transactions. | |||||
| Not applicable. | ||||||
| (d) | Exhibits. | |||||
| The following exhibit is furnished as part of this Current Report on Form 8-K: | ||||||
| Exhibit No. | Description | |||||
| 99.1 | Statement of Constellation Brands, Inc. dated January 31, 2013. | |||||
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: February 1, 2013 | CONSTELLATION BRANDS, INC. | |||||
| By: | /s/ Robert Ryder | |||||
| Robert Ryder | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| (1) |
UNDERWRITING AGREEMENT | |
| Not Applicable. | ||
| (2) |
PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION | |
| Not Applicable. | ||
| (3) |
ARTICLES OF INCORPORATION AND BYLAWS | |
| Not Applicable. | ||
| (4) |
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES | |
| Not Applicable. | ||
| (7) |
CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW | |
| Not Applicable. | ||
| (14) |
CODE OF ETHICS | |
| Not Applicable. | ||
| (16) |
LETTER RE CHANGE IN CERTIFYING ACCOUNTANT | |
| Not Applicable. | ||
| (17) |
CORRESPONDENCE ON DEPARTURE OF DIRECTOR | |
| 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) |
Statement of Constellation Brands, Inc. dated January 31, 2013. | |
| (100) |
XBRL-RELATED DOCUMENTS | |
| Not Applicable. | ||
| (101) |
INTERACTIVE DATA FILE | |
| Not Applicable. | ||