-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H3FgMqJQNdCr2zFzkPJiQMtf3mJiLkZEqB/zlZeVCTNvioKtQszOpMQFV0QLuBoH nt7J0ZeiNwqs7oEd0VpQ3g== 0000950144-04-009921.txt : 20041022 0000950144-04-009921.hdr.sgml : 20041022 20041022112548 ACCESSION NUMBER: 0000950144-04-009921 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041020 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041022 DATE AS OF CHANGE: 20041022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROWN FORMAN CORP CENTRAL INDEX KEY: 0000014693 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 610143150 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-26821 FILM NUMBER: 041091033 BUSINESS ADDRESS: STREET 1: 850 DIXIE HWY CITY: LOUISVILLE STATE: KY ZIP: 40210 BUSINESS PHONE: 5025851100 MAIL ADDRESS: STREET 1: P O BOX 1080 CITY: LOUISVILLE STATE: KY ZIP: 40201 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN INC DATE OF NAME CHANGE: 19870816 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN DISTILLERS CORP DATE OF NAME CHANGE: 19840807 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN DISTILLERY CO DATE OF NAME CHANGE: 19670730 8-K 1 g91376e8vk.htm BROWN-FORMAN CORPORATION - FORM 8-K BROWN-FORMAN CORPORATION - FORM 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 22, 2004 (October 20, 2004)

BROWN-FORMAN CORPORATION

(Exact Name of Registrant as Specified in Charter)
         
Delaware   002-26821   62-0143150
  		 
  		 
 
(State or Other Jurisdiction of   (Commission   (I.R.S. Employer
Incorporation)   File Number)   Identification No.)
     
850 Dixie Highway    
Louisville, Kentucky   40210
  		 
 
(Address of Principal Executive Offices)   (Zip Code)

(502) 585-1100

(Registrant’s Telephone Number, Including Area Code)

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):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement
Item 7.01. Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits
INDEX TO EXHIBITS
SIGNATURES
EX-99.1 PRESS RELEASE

Table of Contents

Item 1.01. Entry into a Material Definitive Agreement

     Brown-Forman Corporation, through its wholly owned subsidiary Voldgade Investments Holdings, A/S, entered a letter agreement dated as of October 20, 2004 with Moet Hennessy Investissements SA (“Moet”) and Lazard & Co., Limited, undertaking to accept an offer that Moet has announced it intends to make to purchase all of the issued share capital of Glenmorangie plc. Brown-Forman Corporation issued a press release yesterday describing this commitment, a copy of which is attached as an exhibit hereto and incorporated herein by reference.

     Subject to terms and conditions set forth in Brown-Forman’s letter to Moet and those set forth in the press announcement publicly issued by Moet yesterday regarding its intended offer, Brown-Forman Corporation yesterday committed to sell to Moet the 2,962,904 ‘A’ ordinary shares of Glenmorangie plc owned by Brown-Forman’s subsidiary Voldgade, for a price equal to £17.176 cash per share (for a total purchase price of £51 million, or $92 million at the exchange rate on October 20, 2004). Subject to the certain terms and conditions, Moet agreed to make the offer not later than November 19, 2004 and Brown-Forman agreed to tender its shares within seven days thereafter.

     Moet’s announcement relating to its intended offer states that Moet has obtained commitments to accept its offer from holders representing a total of approximately 45 percent of the ‘A’ shares and approximately 71 percent of the ‘B’ shares. The announcement also states that the offer will be subject to a number of terms and conditions, including Moet timely receiving valid acceptances with respect to at least 90 percent of the Glenmorangie ‘A’ shares and 90 percent of the Glenmorangie ‘B’ shares. Due to the numerous terms and conditions to which Moet has stated its offer will be subject, there can be no assurances that the offer will be consummated.

     Under pre-existing contracts, Brown-Forman Corporation has distribution and marketing rights for Glenmorangie brands in the U.S. and marketing and representation rights for the brands in several European markets.

Item 7.01. Regulation FD Disclosure

     The press release of Brown-Forman dated October 20, 2004 referenced above is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

     (a) Not applicable.

     (b) Not applicable.

     (c) Exhibits.

99.1 Press Release, dated October 20, 2004.

 

Table of Contents

INDEX TO EXHIBITS

     
Exhibit Number
   Description
99.1
  Press Release dated October 20, 2004

 

Table of Contents

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.
         
  BROWN-FORMAN CORPORATION
 		  
  By:   /s/ Nelea A. Absher    
    Nelea A. Absher   
Date: October 22, 2004    Vice President and Assistant Corporate Secretary   
 

 

EX-99.1 2 g91376exv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 [BROWN-FORMAN LOGO] NEWS FOR FURTHER INFORMATION: PHIL LYNCH T.J. GRAVEN VICE PRESIDENT ASSISTANT VICE PRESIDENT DIRECTOR CORPORATE COMMUNICATIONS DIRECTOR INVESTOR RELATIONS AND PUBLIC RELATIONS 502-774-7928 502-774-7442 FOR IMMEDIATE RELEASE BROWN-FORMAN TO PROFIT FROM SALE OF GLENMORANGIE SHARES LOUISVILLE, KY, OCTOBER 20, 2004 - Brown-Forman Corporation confirmed today that it intends to tender its shares in Glenmorangie plc to Moet Hennessy Investissements for 51 million GBP ($92 million at today's exchange rate). The boards of Glenmorangie and Moet Hennessy Investissements announced earlier today that they have reached agreement on the terms of a recommended cash offer for Glenmorangie plc. In 2000, Brown-Forman purchased slightly less than three million Class A shares in Glenmorangie plc for approximately $15 million. Under pre-existing contracts, Brown-Forman continues to have distribution and marketing rights for Glenmorangie brands in the U.S. and marketing and representation rights for the brands in several European markets. "We have tremendous respect for Glenmorangie, and we are proud of our success in building the Glenmorangie brands in the U.S and Europe to the point where they would demand such a premium price," said Owsley Brown II, chairman and chief executive officer of Brown-Forman Corporation. Brown-Forman has distributed Glenmorangie brands in the U.S. since 1992 and has represented the brands in several European markets since 2000. Brown-Forman Corporation is a diversified producer and marketer of fine quality consumer products, including Jack Daniel's, Southern Comfort, Finlandia Vodka, Canadian Mist, Fetzer and Bolla Wines, Korbel California Champagnes, Lenox, Dansk, and Gorham tableware and giftware and Hartmann Luggage. IMPORTANT NOTE ON FORWARD-LOOKING STATEMENTS: This news release contains statements, estimates, or projections that constitute "forward-looking statements" as defined under U.S. federal securities laws. Generally, the words "expect," "believe," "intend," "estimate," "will," "anticipate," and "project," and similar expressions identify a forward-looking statement, which speaks only as of the date the statement is made. Except as required by law, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. We believe that the expectations and assumptions with respect to our forward-looking statements are reasonable. But by their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that in some cases are out of our control. These factors could cause our actual results to differ materially from Brown-Forman's historical experience or our present expectations or projections. In particular, we note that the announcement by Moet Hennessy Investissements today regarding its intent to make a cash tender offer for the shares of Glenmorangie plc is subject to a number of terms and conditions, including the tender by holders of at least 90% of each of the Class A and Class B shares. Therefore, there can be no assurance that the tender offer will be consummated. -----END PRIVACY-ENHANCED MESSAGE-----