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): July 18, 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

of incorporation)

  

(IRS Employer

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 7.     FINANCIAL STATEMENTS AND EXHIBITS

 

(c) The following exhibit is furnished as part of this Form 8-K.

 

No.    Description
99.1   

Press Release of Constellation Brands, Inc., dated July 18, 2003.

 

ITEM 9.    REGULATION FD DISCLOSURE

 

On July 18, 2003, Constellation Brands, Inc. (the “Company”), a Delaware corporation, issued a press release (the “release”), a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 9 is furnished pursuant to Item 9. Consequently, it is not deemed “filed” for the 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 Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

 

The release contains non-GAAP financial measures; in the release these are referred to as “comparable” measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the earnings release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

 

Comparable measures are provided because management uses this information in evaluating the results of the continuing operations of the Company and in internal goal setting. In addition, the Company believes this information provides investors a better insight on underlying business trends and results in order to evaluate year over year financial performance. As such, an increase in cost of goods sold resulting from the step up of inventory associated with the acquisition of BRL Hardy Limited (now known as Hardy Wine Company Limited) (“Hardy”), financing costs and the imputed interest charges associated with the Hardy acquisition, restructuring charges and a gain on change in fair value of derivative instruments are excluded from comparable results.

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: July 18, 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.

 

(14)    CODE OF ETHICS

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

 

99.1    Press Release dated July 18, 2003.