-----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, MIN7CEhlUEI15LYqkUMuSP1Qw/N7NTIVFUo5hQXfdAutw+atLeMq18Vfr3JvZ4m0 5DaAkti+Zs8eOurXr2s8dQ== 0000016918-10-000057.txt : 20101201 0000016918-10-000057.hdr.sgml : 20101201 20101201131941 ACCESSION NUMBER: 0000016918-10-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101124 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101201 DATE AS OF CHANGE: 20101201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSTELLATION BRANDS, INC. CENTRAL INDEX KEY: 0000016918 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 160716709 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08495 FILM NUMBER: 101224233 BUSINESS ADDRESS: STREET 1: 207 HIGH POINT DRIVE STREET 2: BUILDING 100 CITY: VICTOR STATE: NY ZIP: 14564 BUSINESS PHONE: 585-678-7100 MAIL ADDRESS: STREET 1: 207 HIGH POINT DRIVE STREET 2: BUILDING 100 CITY: VICTOR STATE: NY ZIP: 14564 FORMER COMPANY: FORMER CONFORMED NAME: CONSTELLATION BRANDS INC DATE OF NAME CHANGE: 20000920 FORMER COMPANY: FORMER CONFORMED NAME: CANANDAIGUA BRANDS INC DATE OF NAME CHANGE: 19970902 FORMER COMPANY: FORMER CONFORMED NAME: CANANDAIGUA WINE CO INC DATE OF NAME CHANGE: 19920703 8-K 1 form8k-120110.htm FORM 8-K 12-1-10 form8k-120110.htm
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) November 24, 2010



    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):

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))

 
 
 

 
 
Item 7.01.
Regulation FD Disclosure.

The calculation period under Constellation Brands, Inc.’s (“Constellation’s”) previously announced accelerated stock buyback transaction was completed on November 24, 2010 and, on November 30, 2010, Constellation received the remaining number of shares which it was entitled to receive under that transaction.  On December 1, 2010, Constellation issued a news release announcing the completion of such transaction.  A copy of such release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

References to Constellation’s website in the release 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 news release 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 in formation incorporated by reference herein.


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
News Release of Constellation Brands, Inc. dated December 1, 2010.


 
 

 

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:  December 1, 2010
 
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)
News Release of Constellation Brands, Inc. dated December 1, 2010.
   
(100)
XBRL-RELATED DOCUMENTS
   
 
Not Applicable.
   
(101)
INTERACTIVE DATA FILE
   
 
Not Applicable.
 

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1
[LOGO]  Constellation

NEWS RELEASE
15


Media Relations
 
Investor Relations
Angie Blackwell--585-678-7141
 
Patty Yahn-Urlaub--585-678-7483
Cheryl Gossin--585-678-7191
 
Bob Czudak--585-678-7170


CONSTELLATION BRANDS COMPLETES ACCELERATED SHARE BUYBACK TRANSACTION
 
VICTOR, N.Y., Dec. 1, 2010 – Constellation Brands, Inc. (NYSE: STZ), the world’s leading wine company, today announced it has completed its $300 million accelerated stock buyback (ASB) transaction which was announced in April 2010.
 
Under the transaction, the company paid $300 million in April 2010 and received a total of 17.2 million shares. Of the total amount, 13.8 million shares were received in the company’s first quarter with the remaining shares received on November 30th.
 
 “Our strong free cash flow generation has enabled the company to repay debt, fund the stock buyback transaction and targets us to reduce our leverage ratio by year end,” said Bob Ryder, chief financial officer, Constellation Brands. “We currently estimate this transaction will generate about $0.09 of diluted earnings per share accretion for fiscal 2011.”

About Constellation Brands
Constellation Brands is the world’s leading wine company that achieves success through an unmatched knowledge of wine consumers, storied brands that suit varied lives and tastes, and talented employees worldwide. With a broad portfolio of widely admired premium products across the wine, beer and spirits categories, Constellation’s brand portfolio includes Robert Mondavi, Hardys, Clos du Bois, Blackstone, Arbor Mist, Estancia, Ravenswood, Jackson-Triggs, Kim Crawford, Corona Extra, Black Velvet Canadian Whisky and SVEDKA Vodka.
Constellation Brands (NYSE: STZ and STZ.B) is an S&P 500 Index and Fortune 1000® company with more than 100 brands in our portfolio, sales in about 150 countries and operations at more than 40 facilities. The company believes that industry leadership involves a commitment to our brands, to the trade, to the land, to investors and to different people around the world who turn to our products when celebrating big moments or enjoying quiet ones. We express this commitment through our vision: to elevate life with every glass raised. To learn more about Constellation, visit the company's web site at www.cbrands.com.
Forward-Looking Statements
This news release contains forward-looking statements.  The words “anticipate,” “intend,” and “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.  These statements may relate to business strategy, future operations, prospects, plans and objectives of management, as well as information concerning expected actions of third parties.  All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements.  Con stellation’s actual diluted earnings per share accretion for fiscal 2011 from the ASB transaction will be determined by its actual results of operations.

 
 
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