UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 19, 2004
CONSTELLATION BRANDS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-08495 16-0716709
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
370 Woodcliff Drive, Suite 300, Fairport, New York 14450
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (585) 218-3600
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
ITEM 7.01. REGULATION FD DISCLOSURE.
On October 19, 2004, Constellation Brands, Inc. filed the press release
attached hereto as Exhibit 99.1 announcing its offer to acquire The Robert
Mondavi Corporation.
The information included in this Form 8-K, including the press 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 and Exchange Act of 1934, or otherwise subject to the liabilities of
that section. It may only be incorporated by reference in another filing under
the Securities Exchange Act of 1934 or the Securities Act of 1933 if and to the
extent such subsequent filing specifically references the information
incorporated by reference herein.
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ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits. The following exhibits are filed as part of
-------- this report:
99.1 Press Release, dated October 19, 2004, of
Constellation Brands, Inc.
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SIGNATURE
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.
Dated: October 19, 2004 CONSTELLATION BRANDS, INC.
By: /s/ Thomas S. Summer
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Name: Thomas S. Summer
Title: Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release, dated October 19, 2004, of Constellation
Brands, Inc.