8-K

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 19, 2007 (January 18, 2007)

Brown-Forman Corporation

(Exact name of registrant as specified in its charter)

Delaware	002-26821	61-0243150
(State or other	(Commission	(I.R.S. Employer
jurisdiction	File Number)	Identification No.)
of incorporation)

850 Dixie Highway, Louisville, Kentucky	40210
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (502) 585-1100

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

SIGNATURES

 Ex-10.1 Third Amendment to Asset Purchase Agreement, dated January 18, 2007

 Ex-10.2 January 18, 2007 Press Release

ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

On January 18, 2007, Brown-Forman Corporation (“Brown-Forman”) entered into the Third Amendment (the “Third Amendment”) to the Asset Purchase Agreement dated as of August 25, 2006 among Jose Guillermo Romo de la Peña, Luis Pedro Pablo Romo de la Peña, Grupo Industrial Herradura, S.A. de C.V. (“Grupo Industrial Herradura”), certain of their respective affiliates, Brown-Forman and Brown-Forman Tequila Mexico, S. de R.L. de C.V., a subsidiary of Brown-Forman (the “Purchase Agreement”). The amendment reduced the Initial Purchase Price, as defined in the Purchase Agreement, from $876,000,000 to $776,000,000. The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the text of such agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On January 18, 2007, Brown-Forman completed the acquisition of substantially all of the assets of Grupo Industrial Herradura. Pursuant to the Purchase Agreement, Brown-Forman acquired substantially all of the assets of Grupo Industrial Herradura and its affiliates relating to its tequila business, including the Herradura and el Jimador tequilas, the New-Mix tequila-based ready to drink brand, the trade names and trademarks associated with such brands and other acquired brands, as well as related production facilities and sales and distribution organization in Mexico.

The consideration paid to the sellers at closing was approximately $778,000,000 in cash and the assumption of certain liabilities. The cash consideration reflected contractually agreed-to deductions from the Initial Purchase Price for certain receivables not purchased and a $10,000,000 holdback to be paid to the sellers subject to customary post-closing working capital adjustments and payment by Brown-Forman of certain taxes payable in connection with the transaction. Of the cash amount paid at closing, $22,000,000 was placed into escrow, which amount will be released to the sellers in the future subject to the absence or satisfaction of any claims for indemnification made by Brown-Forman.

The description of the Purchase Agreement contained in this Current Report on Form 8-K is qualified entirely by reference to the text of the Purchase Agreement, which is incorporated by reference herein from Exhibit 2.1 of Brown-Forman’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2006 and Item 1.01 above.

ITEM 7.01 REGULATION FD DISCLOSURE

On January 18, 2007, Brown-Forman issued a press release announcing the closing of its acquisition of Grupo Industrial Herradura and the reduction of the Initial Purchase Price from $876,000,000 to $776,000,000. This reduction was negotiated in light of some business softness in Mexico in 2006, primarily in the second half, and additional business information from Grupo Industrial Herradura.

In its announcement of the closing of the acquisition, Brown-Forman stated that it expects that the earnings dilution as a result of this acquisition will be $0.14 to $0.18 per share for Fiscal 2007, which ends on April 30, 2007. This increase over the earlier estimate of $0.08 to $0.12 is the result of expected lower profitability of the business in Mexico; higher upfront transition costs, including the purchase of U.S. distributor inventory; and the effect of amortizing the buy-out of U.S. distribution rights for the Tequila Herradura brand over the next five years. These higher costs are anticipated to be partially offset by lower interest expense.

A copy of the press release is furnished herewith as Exhibit 10.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (a) Not applicable.

     (b) Not applicable.

     (c) Not applicable.

     (d)

10.1	Third Amendment, dated January 18, 2007, to the Asset Purchase Agreement dated as of August 25, 2006 among Jose Guillermo Romo de la Peña, Luis Pedro Pablo Romo de la Peña, Grupo Industrial Herradura, S.A. de C.V., certain of their respective affiliates, Brown-Forman Corporation and Brown-Forman Tequila Mexico, S. de R.L. de C.V., a subsidiary of Brown-Forman Corporation
10.2	Press Release dated January 18, 2007

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
	(Registrant)
January 19, 2007	/s/ Nelea A. Absher
(Date)	Nelea A. Absher
	Vice President and Assistant Corporate Secretary

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT

     This Third Amendment to Asset Purchase Agreement dated as of January 18, 2007 (this “Amendment”), among (a) Brown-Forman Tequila Mexico, S. de R.L. de C.V., a corporation formed under the laws of Mexico (“Buyer”), (b) Brown-Forman Corporation, a Delaware corporation (“BFC”), (c) Jose Guillermo Romo de la Peña (“JGR”) and Luis Pedro Pablo Romo de la Peña (“LPR” and together with JGR, the “Romo de la Peña Brothers”), (d) Grupo Industrial Herradura, S.A. de C.V., a corporation formed under the laws of Mexico (“Parent”), Fabrica de Tequila Hacienda Las Norias, S.A. de C.V., a corporation organized under the laws of Mexico (“Las Norias”), Comercializadora Herradura, S.A. de C.V., a corporation organized under the laws of Mexico (“Comercializadora”), Tequila Herradura, S.A. de C.V., a corporation organized under the laws of Mexico (“Tequila Herradura”), Sociedad Romo, S.A. de C.V., a corporation organized under the laws of Mexico (“Sociedad Romo”), and Transportes de Carga Millenium, S.A. de C.V., a corporation organized under the laws of Mexico (“Transportes” and together with the Romo de la Peña Brothers, Parent, Las Norias, Comercializadora, Tequila Herradura and Sociedad Romo, the “Sellers”) and (e) Corporación de Servicios Herradura, S.A. de C.V., a corporation organized under the laws of Mexico (“Cosesa”), CH Acciones S.A. de C.V., a corporation organized under the laws of Mexico (“CH Acciones”), Corporativo Herradura, S.A. de C.V., a corporation organized under the laws of Mexico, La Moraleda Operadora Comercial, S.A. de C.V., a corporation organized under the laws of Mexico, and Destilados de Agave, S.A. de C.V., a corporation organized under the laws of Mexico (the Persons listed in this clause (e), collectively, the “Additional Seller Parties”).

     WHEREAS, Buyer, BFC, the Sellers and the Additional Seller Parties have entered into an Asset Purchase Agreement dated as of August 25, 2006, as amended by the First Amendment to the Asset Purchase Agreement dated as of December 19, 2006 and by the Second Amendment to the Asset Purchase Agreement dated as of January 11, 2007 (the “Agreement”); and

     WHEREAS, Buyer, BFC, the Sellers and the Additional Seller Parties desire to amend certain provisions of the Agreement.

     NOW, THEREFORE, in consideration of the premises, and intending to be legally bound by this Amendment, Buyer, BFC, the Sellers and the Additional Seller Parties hereby agree as follows:

     SECTION 1. Definitions. All capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Agreement.

     SECTION 2. Amendment to Section 2.1 of the Agreement. Section 2.1 of the Agreement is hereby amended by deleting from the first sentence of such Section 2.1 the amount “US$876,000,000.00” and replacing it with the amount “US$776,000,000.00”.

     SECTION 3. Amendment to Attachment to Schedule 4.13(a). The Attachment to Schedule 4.13(a) is hereby amended and restated in its entirety as provided in Attachment 4.13(a) hereto.

     SECTION 4. Amendment to Schedule 4.7. Schedule 4.7 is hereby deemed amended, effective as of August 25, 2006, by adding to the end of such Schedule 4.7 the contents of Schedule A to this Amendment. Notwithstanding anything to the contrary in the Agreement and for the avoidance of doubt, none of the information set forth on Schedule A to this Amendment and no action or failure to act by any Seller or any Additional Seller in connection with or related to the financial condition or results of operations of the Business reflected on such Schedule A, will, or under any circumstances be deemed to, constitute a breach of any representation, warranty, covenant or agreement of any Seller or Additional Seller Party set forth in the Agreement.

     SECTION 5. Effectiveness. This Amendment shall be effective as of the date first written above.

     SECTION 6. Governing Law. This Amendment will be governed by and construed in accordance with the laws of New York without regard to principles of conflicts of law.

     SECTION 7. Continuation. Buyer, BFC, the Sellers and the Additional Seller Parties agree and acknowledge that the Agreement, as amended by this Amendment, continues in full force and effect in accordance with its terms. Nothing in this Amendment shall be deemed to work as a novation (novación) of any of the obligations under the Agreement. All references to the Agreement shall refer to the Agreement as amended by this Amendment.

     SECTION 8. Counterparts. This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument. Each counterpart may consist of a number of copies, facsimiles or facsimiles of copies hereof each signed by less than all, but together signed by all of the parties hereto.

-2-

     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly executed this Amendment on the date first above written.

BROWN-FORMAN TEQUILA MEXICO, S. DE R.L. DE C.V.
By:	/s/ Nelea A. Absher
	Name:	NELEA A. ABSHER
	Title:	ATTORNEY-IN-FACT

BROWN-FORMAN CORPORATION
By:	/s/ Donald C. Berg
	Name:	DONALD C. BERG
	Title:	SENIOR VICE PRESIDENT AND ATTORNEY-IN-FACT

SELLERS:
	/s/ Jose Guillermo Romo de la Peña
	Jose Guillermo Romo de la Peña

/s/ Luis Pedro Pablo Romo de la Peña  

Luis Pedro Pablo Romo de la Peña 

GRUPO INDUSTRIAL HERRADURA, S.A. DE C.V.
By:	/s/ Juan Casillas Ruiz
	Name:	JUAN CASILLAS RUIZ
	Title:	ATTORNEY IN FACT

TEQUILA HERRADURA, S.A. DE C.V
By:	/s/ Juan Casillas Ruiz
	Name:	JUAN CASILLAS RUIZ
	Title:	ATTORNEY IN FACT

FABRICA DE TEQUILA HACIENDA LAS NORIAS, S.A. DE C.V.
By:	/s/ Juan Casillas Ruiz
	Name:	JUAN CASILLAS RUIZ
	Title:	ATTORNEY IN FACT

COMERCIALIZADORA HERRADURA, S.A. DE C.V.
By:	/s/ Juan Casillas Ruiz
	Name:	JUAN CASILLAS RUIZ
	Title:	ATTORNEY IN FACT

TRANSPORTES DE CARGA MILLENIUM, S.A. DE C.V.
By:	/s/ Juan Casillas Ruiz
	Name:	JUAN CASILLAS RUIZ
	Title:	ATTORNEY IN FACT

ADDITIONAL SELLER PARTIES: CORPORACIÓN DE SERVICIOS HERRADURA, S.A. DE C.V.
By:	/s/ Juan Casillas Ruiz
	Name:	JUAN CASILLAS RUIZ
	Title:	ATTORNEY IN FACT

CH ACCIONES, S.A. DE C.V.
By:	/s/ Jose Guillermo Romo de la Peña
	Name:	JOSE GUILLERMO ROMO DE LA PEÑA
	Title:	ATTORNEY IN FACT

By:	/s/ Luis Pedro Pablo Romo de la Peña
	Name:	LUIS PEDRO PABLO ROMO DE LA PEÑA
	Title:	ATTORNEY IN FACT

CORPORATIVO HERRADURA, S.A. DE C.V.
By:	/s/ Jose Guillermo Romo de la Peña
	Name:	JOSE GUILLERMO ROMO DE LA PEÑA
	Title:	ATTORNEY IN FACT

By:	/s/ Luis Pedro Pablo Romo de la Peña
	Name:	LUIS PEDRO PABLO ROMO DE LA PEÑA
	Title:	ATTORNEY IN FACT

LA MORALEDA OPERADORA COMERCIAL, S.A. DE C.V.
By:	/s/ Juan Casillas Ruiz
	Name:	JUAN CASILLAS RUIZ
	Title:	ATTORNEY IN FACT

DESTILADOS DE AGAVE, S.A. DE C.V.
By:	/s/ Juan Casillas Ruiz
	Name:	JUAN CASILLAS RUIZ
	Title ATTORNEY IN FACT

SOCIEDAD ROMO, S.A. DE C.V
By:	/s/ Juan Casillas Ruiz
	Name:	JUAN CASILLAS RUIZ
	Title:	ATTORNEY IN FACT

EX-10.2

Exhibit 10.2

FOR IMMEDIATE RELEASE

BROWN-FORMAN COMPLETES CASA HERRADURA ACQUISITION
FOR $776 MILLION

     Louisville, KY, January 18, 2007 — Brown-Forman Corporation and Grupo Industrial Herradura, S.A. de C.V. (Casa Herradura), announced today that Brown-Forman has completed its previously announced acquisition of substantially all of the assets of the Mexican tequila company for $776 million. The purchase price was originally agreed to be $876 million, but was subsequently amended by mutual agreement of the parties. The final price is subject to customary post-closing working capital adjustments.

     “We are very excited about this acquisition which gives us two strong brands competing at the super-premium and premium levels in the world’s largest tequila markets — the U.S. and Mexico,” said Brown-Forman Chief Executive Officer Paul C. Varga. “We believe Herradura, with its rich heritage, is a jewel in the Mexican tequila category. We expect these brands will help us advance our entire business within the growing Hispanic population of the U.S., and that the Casa Herradura infrastructure in Mexico gives Brown-Forman a strong business platform in yet another important international market,” stated Varga.

     Brown-Forman expects that the earnings dilution as a result of this acquisition will be $0.14 to $0.18 cents per share for Fiscal 2007, which ends on April 30, 2007. This increase over the earlier estimate of $0.08 to $0.12 cents is the result of expected lower profitability of the business in Mexico; higher upfront transition costs, including the purchase of U.S. distributor inventory; and the effect of amortizing the buy-out of U.S. distribution rights for the Tequila Herradura brand over the next five years. These higher costs are anticipated to be partially offset by lower interest expense.

(more)

BROWN-FORMAN CORPORATION 850 DIXIE HIGHWAY, LOUISVILLE, KY 40210 E-MAIL: BROWN-FORMAN@B-F.COM WWW.BROWN-FORMAN.COM

     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, and Hartmann Luggage.

Important Note on Forward-Looking Statements:
This 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. Here is a non-exclusive list of such risks and uncertainties:

• changes in general economic conditions, particularly in the United States where we earn a significant portion of our profits;

• lower consumer confidence or purchasing in the wake of catastrophic events;

• tax increases, whether at the federal or state level or in major international markets and/or tariff barriers or other restrictions affecting beverage alcohol;

• limitations and restrictions on distribution of products and alcohol marketing, including advertising and promotion, as a result of stricter governmental policies adopted either in the United States or globally;

• adverse developments in the class action lawsuits filed against Brown-Forman and other spirits, beer and wine manufacturers alleging that our industry conspired to promote the consumption of alcohol by those under the legal drinking age;

• a strengthening U.S. dollar against foreign currencies, especially the British Pound, Euro, Australian Dollar, and the Mexican Peso;

• reduced bar, restaurant, hotel and travel business, including travel retail, in the wake of terrorist attacks;

• lower consumer confidence or purchasing associated with high energy prices;

• longer-term, a change in consumer preferences, social trends or cultural trends that results in the reduced consumption of our premium spirits brands;

• changes in distribution arrangements in major markets that limit our ability to market or sell our products;

(more)

BROWN-FORMAN CORPORATION 850 DIXIE HIGHWAY, LOUISVILLE, KY 40210 E-MAIL: BROWN-FORMAN@B-F.COM WWW.BROWN-FORMAN.COM

• increases in the price of energy or raw materials, including grapes, grain, wood, glass, and plastic;

• excess wine inventories or a world-wide oversupply of grapes;

• termination of our rights to distribute and market agency brands included in our portfolio;

• counterfeit production of our products could adversely affect our intellectual property rights, brand equity and operating results;

• adverse developments as a result of state investigations of beverage alcohol industry trade practices of suppliers, distributors and retailers.

# # #

BROWN-FORMAN CORPORATION 850 DIXIE HIGHWAY, LOUISVILLE, KY 40210 E-MAIL: BROWN-FORMAN@B-F.COM WWW.BROWN-FORMAN.COM