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 13, 2003
----------------
Constellation Brands, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
001-08495
------------------------
(Commission File Number)
Delaware 16-0716709
---------------------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
300 WillowBrook Office Park, Fairport, New York 14450
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(585) 218-3600
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Constellation Brands, Inc. released the following information on January 13,
2003:
CONSTELLATION CONFIRMS DISCUSSIONS WITH AUSTRALIAN WINE PRODUCER BRL HARDY
Fairport, New York, January 13, 2003 - Constellation Brands, Inc. (NYSE: STZ and
STZ.B) today confirmed it is in discussions regarding a possible acquisition or
merger with Australia's largest wine producer BRL Hardy (ASX: BRL). The two
companies currently operate a successful joint venture, Pacific Wine Partners,
which markets BRL Hardy wines in the U.S.
Constellation Chairman and CEO Richard Sands said, "Discussions with BRL
Hardy regarding a possible transaction are taking place, but we have not yet
reached agreement on a structure or transaction value."
Mr. Sands said, "Bringing together Constellation and BRL Hardy would create
the world's largest wine business, with leading positions in the world's key
wine markets. We would have a broader and more powerful wine portfolio to market
worldwide, encompassing all price points and emphasizing the fastest growing
category - 'New World' wines from the U.S., Australia, New Zealand and Chile. It
would accelerate our overall growth rates, adding to Constellation's track
record of generating excellent results and delivering shareholder value. While
our discussions are at an advanced stage and the companies have signed
non-solicitation and break fee agreements, there can be no assurances that any
transaction will be agreed upon."
ABOUT CONSTELLATION
Constellation Brands, Inc. is a leading producer and marketer of beverage
alcohol brands, with a broad portfolio of wines, spirits and imported beers. The
Company is the largest single-source supplier of these products in the United
States, and both a major producer and independent drinks wholesaler in the
United Kingdom. The company also operates a US based joint venture with the
largest Australian Wine Company - BRL Hardy. Well-known brands in
Constellation's portfolio include: Corona Extra, Pacifico, St. Pauli Girl, Black
Velvet, Fleischmann's, Estancia, Simi, Ravenswood, Blackstone, Banrock Station,
Alice White, Talus, Vendange, Almaden, Arbor Mist, Stowells of Chelsea and
Blackthorn.
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.
CONSTELLATION BRANDS, INC.
Dated: January 13, 2003 By: /s/ Thomas F. Howe
---------------------------------
Thomas F. Howe, Senior Vice
President and Controller
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.
(99) ADDITIONAL EXHIBITS
None