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 27, 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 27, 2003:
CONSTELLATION ANNOUNCES FINAL COURT APPROVAL FOR BRL HARDY ACQUISITION
FAIRPORT, NEW YORK, MARCH 27, 2003 - Constellation Brands, Inc. (NYSE: STZ and
STZ.B) announced today that the Supreme Court of South Australia approved
Constellation's acquisition of BRL Hardy Limited (ASX: BRL). The transaction is
expected to close April 9, 2003.
BRL Hardy shares ceased trading on the Australian Stock Exchange at 3:30 p.m. on
March 27, 2003 (Adelaide time). 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.
BRL Hardy shareholders with questions about the election process should review
Constellation's press release dated March 25, 2003, and can contact
Computershare Investor Services, Constellation's Australian shareholder
registry, by calling 1-800-030-606 toll free within Australia or 61-3-9611-5711
outside Australia.
The implementation date for the transaction is expected to occur on April 9,
2003, with payment or holding statements to be sent to shareholders and
optionholders no later than April 16, 2003.
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.
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 27, 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