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): September 4, 2001
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COMMISSION FILE NUMBER 001-08495
DELAWARE CONSTELLATION BRANDS, INC. 16-0716709
and its subsidiaries:
NEW YORK BATAVIA WINE CELLARS, INC. 16-1222994
NEW YORK CANANDAIGUA WINE COMPANY, INC. 16-1462887
NEW YORK CANANDAIGUA EUROPE LIMITED 16-1195581
ENGLAND AND WALES CANANDAIGUA LIMITED 98-0198402
NEW YORK POLYPHENOLICS, INC. 16-1546354
NEW YORK ROBERTS TRADING CORP. 16-0865491
NETHERLANDS CANANDAIGUA B.V. 98-0205132
DELAWARE FRANCISCAN VINEYARDS, INC. 94-2602962
CALIFORNIA ALLBERRY, INC. 68-0324763
CALIFORNIA CLOUD PEAK CORPORATION 68-0324762
CALIFORNIA M.J. LEWIS CORP. 94-3065450
CALIFORNIA MT. VEEDER CORPORATION 94-2862667
DELAWARE BARTON INCORPORATED 36-3500366
DELAWARE BARTON BRANDS, LTD. 36-3185921
MARYLAND BARTON BEERS, LTD. 36-2855879
CONNECTICUT BARTON BRANDS OF CALIFORNIA, INC. 06-1048198
GEORGIA BARTON BRANDS OF GEORGIA, INC. 58-1215938
ILLINOIS BARTON CANADA, LTD. 36-4283446
NEW YORK BARTON DISTILLERS IMPORT CORP. 13-1794441
DELAWARE BARTON FINANCIAL CORPORATION 51-0311795
WISCONSIN STEVENS POINT BEVERAGE CO. 39-0638900
ILLINOIS MONARCH IMPORT COMPANY 36-3539106
(State or other (Exact name of registrant as (IRS Employer
jurisdiction of specified in its charter) Identification
incorporation) No.)
300 WillowBrook Office Park, Fairport, New York 14450
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 218-2169
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
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Constellation Brands, Inc. released the following information on September 4,
2001:
CONSTELLATION REITERATES SECOND QUARTER AND FULL YEAR EARNINGS GUIDANCE
FAIRPORT, NEW YORK, SEPTEMBER 4, 2001 -- Constellation Brands, Inc. (NYSE: STZ
and STZ.B) today reiterated its diluted earnings per share guidance for the
three months ending August 31, 2001 ("Second Quarter 2002") and fiscal year
ending February 28, 2002 ("Fiscal 2002"). Diluted earnings per share for Second
Quarter 2002 are expected to be within a range of $0.80 to $0.83 versus $0.70
reported for Second Quarter 2001. Diluted earnings per share for Fiscal 2002 are
expected to be within a range of $3.03 and $3.08 versus $2.60 reported for
Fiscal 2001.
Richard Sands, Chairman, Chief Executive Officer and President of
Constellation, said, "All of Constellation's businesses remain healthy. Our
strategy, which has been proven sound even in these times of economic
uncertainty, remains in place. While we have seen the Company grow phenomenally
in the past several years, we believe there is far more growth ahead and our
targets for long-term growth have not changed."
Constellation's Second Quarter 2002 Earnings Release is scheduled for
Tuesday, October 2, 2001. All per share amounts in this press release reflect
the two-for-one stock split of both the Company's Class A and Class B common
stock, which was distributed in the form of a stock dividend on May 14, 2001.
The statements above reflect the anticipated impact of the recent
acquisition of Ravenswood Winery, Inc., which closed on July 2, 2001, and
Pacific Wine Partners LLC, our joint venture with BRL Hardy, which commenced
operations on August 1, 2001. The Company's earnings expectations also reflect
the impact of Statement of Financial Accounting Standards No. 142 ("SFAS 142"),
"Goodwill and Other Intangible Assets," as it relates to the recent acquisition
and joint venture. With respect to goodwill and intangible assets acquired prior
to July 1, 2001, the Company will adopt the new accounting rules beginning March
1, 2002. The Company is currently assessing the financial impact of SFAS 142 on
its financial statements.
ABOUT CONSTELLATION
Constellation Brands, Inc. is a leader in the production and marketing of
beverage alcohol brands in North America and the United Kingdom and is a leading
independent drinks wholesaler in the United Kingdom. As the second largest
supplier of wine, the second largest importer of beer and the fourth largest
supplier of distilled spirits, Constellation is the largest single-source
supplier of these products in the United States. In the United Kingdom,
Constellation is a leading marketer of wine and the second largest producer and
marketer of cider. With its broad product portfolio, Constellation believes it
is distinctly positioned to satisfy an array of consumer preferences across all
beverage alcohol categories. Leading brands in Constellation's portfolio
include: Franciscan Oakville Estate, Simi, Estancia, Ravenswood, Corona Extra,
Modelo Especial, St. Pauli Girl, Almaden, Arbor Mist, Talus, Vendange, Alice
White, Black Velvet, Fleischmann's, Schenley, Ten High, Stowells of Chelsea,
Blackthorn and K.
FORWARD-LOOKING STATEMENTS
The statements set forth in this press release, which are not historical
facts, are forward-looking statements. Unless otherwise noted, these
forward-looking statements do not take into account the impact of any future
acquisition, merger or any other business combination, divestiture or financing
that may be completed after the date of this release. Further, these statements
are based on management's current expectations and are subject to a number of
risks and uncertainties that could cause actual results to differ materially
from those set forth in the forward-looking statements. For a detailed list of
the risk factors that may adversely impact these forward-looking statements,
please refer to ATTACHMENT A set forth below in this press release; please also
refer to our Company's Securities and Exchange Commission filings.
CONFERENCE CALL DETAILS
A conference call to discuss this announcement will be hosted by Richard
Sands, Chairman and CEO, and Tom Summer, Executive Vice President and CFO, on
Wednesday, September 5, 2001, at 10:00 a.m. EDT. The conference call can be
accessed by dialing (800) 860-2442. A live listen-only web cast of the
conference call is available on the Internet at the Company's web site,
http://www.cbrands.com, under "Investor Information." If you are unable to
participate in the conference call, there will be a replay available by dialing
(877) 344-7529 from approximately 1:00 p.m. EDT on Wednesday, September 5, 2001,
through 12:00 a.m. EDT on Thursday, September 13, 2001.
Digital Playback Instructions - Courtesy of ChorusCall
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1. Dial 877-DIG-PLAY (877-344-7529) or 412-858-1440.
2. Enter 541 when prompted for your account number followed by the # sign.
3. Please press '1' to play a recorded conference.
4. Please enter '251229' when prompted to enter the conference number followed
by the # sign.
5. Please clearly state your name and company name when prompted to do so
followed by any key.
6. Please press '1' to begin the conference playback.
Note: You may press 0 at anytime during the conference to hear the Detailed
Instructions Menu. You may press 2 at anytime during the conference to stop the
playback entirely. You will be placed in the Introduction Menu.
ATTACHMENT A
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
The Company makes forward-looking statements from time to time and desires
to take advantage of the "safe harbor" which is afforded such statements under
the Private Securities Litigation Reform Act of 1995 when they are accompanied
by meaningful cautionary statements identifying important factors that could
cause actual results to differ materially from those in the 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 the
forward-looking statements. Any projections of future results of operations, and
in particular, (i) the Company's estimated diluted earnings per share for the
quarter ending August 31, 2001, and (ii) the Company's estimated diluted
earnings per share for the twelve months ending February 28, 2002, should not be
construed in any manner as a guarantee that such results will in fact occur.
There can be no assurance that any forward-looking statement in this press
release will be realized or that actual results will not be significantly higher
or lower than set forth in or implied by such forward-looking statement. In
addition to the risks and uncertainties of ordinary business operations, the
forward-looking statements of the Company contained in this press release are
also subject to the following risks and uncertainties:
RECENT ACQUISITIONS AND JOINT VENTURE
- Projections of future results of operations include Constellation's
expectations with respect to future performance of recently acquired
businesses, including the expected impact of the Ravenswood
acquisition, and our joint venture with BRL Hardy. These expectations
are based upon the acquired businesses and the operations of the joint
venture achieving certain sales projections and meeting certain cost
targets, and the acquisitions being successfully integrated.
PERFORMANCE OF WHOLESALE DISTRIBUTORS
- In the United States, we sell our products principally to wholesalers
for resale to retail outlets, including grocery stores, package liquor
stores, club and discount stores and restaurants. The replacement or
poor performance of our major wholesalers or our inability to collect
accounts receivable from our major wholesalers could materially and
adversely affect our results of operations and financial condition.
Distribution channels for beverage alcohol products have been
characterized in recent years by rapid change, including
consolidations of certain wholesalers. In addition, wholesalers and
retailers of our products offer products, which compete directly with
our products for retail shelf space and consumer purchases.
Accordingly, there is a risk that these wholesalers or retailers may
give higher priority to products of our competitors. In the future,
our wholesalers and retailers may not continue to purchase our
products or provide our products with adequate levels of promotional
support.
SUPPLIERS, RAW MATERIALS AND PRICE FLUCTUATIONS
- Our business is heavily dependent upon raw materials, such as grapes,
grape juice concentrate, grains, and alcohol from third-party
suppliers and packaging materials. We could experience raw material
supply, production or shipment difficulties, which could adversely
affect our ability to supply goods to our customers. We are also
directly affected by increases in the costs of such raw materials.
Although we believe we have adequate sources of grape supplies, in the
event demand for certain wine products exceeds expectations, we could
experience shortages. One of our largest components of cost of goods
sold is that of glass bottles, which have only a small number of
producers. The inability of any of our glass bottle suppliers to
satisfy our requirements could adversely affect our business.
COMPETITION
- We are in a highly competitive industry. The dollar amount and unit
volume of our sales could be negatively affected by our inability to
maintain or increase prices, changes in geographic or product mix,
general decline in beverage alcohol consumption or the decision of our
wholesale customers, retailers or consumers to purchase competitive
products instead of our products. Wholesaler, retailer and consumer
purchasing decisions are influenced by, among other things, the
perceived absolute or relative overall value of our products,
including their quality or pricing, compared to competitive products.
Unit volume and dollar sales could also be affected by pricing,
purchasing, financing, operational, advertising or promotional
decisions made by wholesalers and retailers which could affect their
supply of, or consumer demand for, our products. We could also
experience higher than expected selling, general and administrative
expenses if we find it necessary to increase the number of our
personnel or our advertising or promotional expenditures to maintain
our competitive position or for other reasons.
CONSUMPTION OF PRODUCTS WE SELL
Consumer purchasing patterns and preferences may impact the consumption of
the products we sell. There are a variety of factors that may cause consumers to
decrease the amount and type of alcohol products purchased, including but not
limited to the following:
- concerns about the health consequences of consuming beverage alcohol
products and about drinking and driving;
- a trend toward a healthier diet including lighter, lower calorie
beverages such as diet soft drinks, juices and sparkling water
products; and
- activities of anti-alcohol consumer groups.
EXCISE TAXES AND GOVERNMENT RESTRICTIONS
- In the United States, the federal government and individual states
impose excise taxes on beverage alcohol products in varying amounts,
which have been subject to change. Increases in excise taxes on
beverage alcohol products, if enacted, could materially and adversely
affect our financial condition or results of operations. In addition,
the beverage alcohol products industry is subject to extensive
regulation by state and federal agencies. The federal Bureau of
Alcohol, Tobacco and Firearms and various state liquor authorities
regulate such matters as licensing requirements, trade and pricing
practices, permitted and required labeling, advertising and relations
with wholesalers and retailers. In recent years, federal and state
regulators have required warning labels and signage. In the United
Kingdom, Matthew Clark carries on its excise trade under a Customs and
Excise License. Licenses are required for all premises where wine is
produced. Matthew Clark holds a license to act as an excise warehouse
operator and registrations have been secured for the production of
cider and bottled water. New or revised regulations or increased
licensing fees and requirements could have a material adverse effect
on our financial condition or results of operations.
CURRENCY RATE FLUCTUATIONS/FOREIGN OPERATIONS
The Company has operations in different countries and, therefore, is
subject to the risks associated with currency fluctuations. The Company could
experience changes in its ability to obtain or hedge against foreign currency,
foreign exchange rates and fluctuations in those rates. The Company could also
be affected by nationalizations, unstable governments, legal systems or
intergovernmental disputes. These currency, economic and political uncertainties
may affect the Company's results, especially to the extent these matters, or the
decisions, policies or economic strength of the Company's suppliers, affect the
Company's foreign operations or imported beer products.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONSTELLATION BRANDS, INC.
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Executive Vice
President and Chief Financial
Officer
SUBSIDIARIES
BATAVIA WINE CELLARS, INC.
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA WINE COMPANY, INC.
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA EUROPE LIMITED
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA LIMITED
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Finance Director
(Principal Financial Officer and
Principal Accounting Officer)
POLYPHENOLICS, INC.
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
ROBERTS TRADING CORP.
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, President and
Treasurer
CANANDAIGUA B.V.
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Chief
Financial Officer
FRANCISCAN VINEYARDS, INC.
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
ALLBERRY, INC.
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
CLOUD PEAK CORPORATION
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
M.J. LEWIS CORP.
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
MT. VEEDER CORPORATION
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
BARTON INCORPORATED
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS, LTD.
Dated: September 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BEERS, LTD.
Dated: September 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BRANDS OF CALIFORNIA, INC.
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS OF GEORGIA, INC.
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON CANADA, LTD.
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON DISTILLERS IMPORT CORP.
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON FINANCIAL CORPORATION
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
STEVENS POINT BEVERAGE CO.
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
MONARCH IMPORT COMPANY
Dated: September 4, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
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.
(27) FINANCIAL DATA SCHEDULE
Not Applicable.
(99) ADDITIONAL EXHIBITS
None