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): March 25, 2003
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Constellation Brands, Inc.
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(Exact name of registrant as specified in its charter)
001-08495
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(Commission File Number)
Delaware 16-0716709
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
300 WillowBrook Office Park, Fairport, New York 14450
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(Address of principal executive offices) (Zip Code)
(585) 218-3600
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 9. REGULATION FD DISCLOSURE
Constellation Brands, Inc. released the following information on March 25, 2003:
CONSTELLATION ANNOUNCES EXCHANGE RATIO
IN RELATION TO THE ACQUISITION OF BRL HARDY
FAIRPORT, NEW YORK, MARCH 25, 2003 - Constellation Brands, Inc. (NYSE: STZ and
STZ.B) announced today that the Constellation share price and the exchange rate
to be used to calculate the Scrip Exchange Ratio in relation to the acquisition
of BRL Hardy (ASX:BRL) are $23.23 and 0.5942, respectively.
Assuming that there is no scale back of elections for Constellation stock, those
BRL Hardy shareholders who elect to receive Constellation stock as the form of
consideration for their BRL Hardy shares will be entitled to 0.2685794 shares of
Class A stock of Constellation for each BRL Hardy share (subject to rounding
down). BRL Hardy shareholders who receive their entitlement in the form of
Constellation CDIs will receive ten CDIs for every Constellation share to which
they are entitled.
The Constellation share price used to calculate the Scrip Exchange Ratio is the
volume weighted average share price for the ten full trading days of
Constellation Class A stock on the New York Stock Exchange up to and including
March 25, 2003. The exchange rate was calculated based on the simple average of
the US$/A$ exchange rate at 5:30 p.m. (New York time) for each of the ten
trading days ended March 25, 2003.
Attached is an example of the full calculation of the entitlement of BRL Hardy
shareholders electing to receive Constellation stock.
BRL Hardy shareholders have until 5:00 p.m. (Adelaide time) on April 4, 2003 to
make an election as to the form of consideration for their shares. BRL Hardy
shareholders may elect all cash, Constellation stock, or a combination thereof.
Details of any scale back applicable to BRL Hardy shareholders who have elected
for Constellation stock will be announced in Australia on April 7, 2003. BRL
Hardy shareholders with questions about CDIs can contact Computershare Investor
Services, Constellation's Australian shareholder registry, by calling
1-800-030-606 toll free. Confirmation of the entitlements of BRL Hardy
shareholders who have elected for Constellation scrip will be available from
this number from April 7, 2003.
If the acquisition is approved by the Supreme Court of South Australia, BRL
Hardy Limited shares will cease trading on the Australian Stock Exchange at 3:30
p.m. on March 27, 2003 (Adelaide time). BRL Hardy shareholders who are to
receive Constellation CDIs may commence trading in Constellation CDIs on a
deferred settlement basis on the Australian Stock Exchange at 9:30 a.m.
(Adelaide Time) on April 7, 2003.
Holding statements for Constellation CDIs and checks for cash consideration will
be mailed to BRL Hardy shareholders no later than April 16, 2003.
The acquisition by Constellation is subject to final approval by the Supreme
Court of South Australia and customary closing conditions. The final court
approval is expected to occur March 27, 2003 and the transaction is expected to
close early April.
ABOUT CONSTELLATION
Constellation Brands, Inc. is a leading producer and marketer of beverage
alcohol brands, with a broad portfolio of wine, spirits and imported beer. 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. 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.
ABOUT BRL HARDY
BRL Hardy Limited is a leading Australian producer and exporter of wine, with
products sourced from Australia, New Zealand and France. The company's wines are
distributed worldwide through a network of sales and marketing operations, with
the majority of sales generated in Australia, the United Kingdom and the United
States. Major export brands include: Hardys Stamp of Australia, Hardys Nottage
Hill, Hardys VR and Banrock Station. Other domestic and international brands
include: Houghton, Nobilo, Leasingham, Moondah Brook, Yarra Burn, Stonehaven,
Stanley and Renmano.
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 or implied by
the forward-looking statements. There can be no assurance that any
forward-looking statement in this press release will be realized.
ENTITLEMENT CALCULATION FOR BRL HARDY SHAREHOLDERS
ELECTING CONSTELLATION STOCK (ASSUMING NO SCALE BACK)
Offer Price for each BRL Hardy share: A$10.50
Constellation Volume Weighted Average Price: US$23.23
US$/A$exchange rate: 0.5942
Fraction of a Constellation share offered
for each BRL Hardy share, calculated in
accordance with clause 5.2 of the scheme
of arrangement (the Scrip Exchange Ratio): (0.5942 x 10.50)/23.23 = 0.2685794*
*entitlements to less than whole numbers of Constellation shares will
be rounded down to the nearest whole number
BRL Hardy shareholders who receive their entitlement in the form of
Constellation CDIs will receive ten CDIs for every Constellation share to which
they are entitled.
By way of example, the following table shows how the entitlements will be
calculated for a BRL Hardy Shareholder who elects to receive Constellation scrip
in respect of 1,000 BRL Hardy shares (assuming no scale back applies):
Number of BRL Hardy shares in respect of which scrip election made 1,000
Scrip Exchange Ratio 0.2685794
Number of Constellation shares to which shareholder entitled 268.57940
Round down fractional entitlements to nearest whole number 268.0
Cash payment in respect of fractional
entitlement to 0.1 Constellation share,
calculated in accordance with clause 5.7
of the scheme of arrangement (0.57940 x 23.23)/0.5942 = A$22.65
Shareholder will receive 268 Constellation shares, or if the shareholder's
address on the BRL Hardy share register is in Australia, Hong Kong, New
Zealand, Singapore or the United Kingdom, 2,680 Constellation CDIs (each 10 CDIs
representing one Constellation share) plus A$22.65 cash.
Shareholder will also receive A$10.50 cash per share in respect of all other BRL
Hardy shares for which the shareholder did not elect Constellation scrip.
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: March 26, 2003 By: /s/ Thomas S. Summer
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Thomas S. Summer, Executive Vice
President and Chief Financial
Officer
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