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): November 24, 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 5. OTHER EVENTS
Unless the context otherwise requires, the term "Company" refers to
Constellation Brands, Inc. and its subsidiaries. On May 13, 2003, the Company
filed its Annual Report on Form 10-K for the fiscal year ended February 28,
2003, with the Securities and Exchange Commission. As reported in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2003, as a
result of the Company's acquisition of BRL Hardy Limited, now known as Hardy
Wine Company Limited ("Hardy"), the Company changed the structure of its
internal organization to consist of two business divisions, Constellation Wines
and Constellation Beers and Spirits. Separate division chief executives report
directly to the Company's chief operating officer. Consequently, the Company now
reports its operating results in three segments: Constellation Wines (branded
wine, and U.K. wholesale and other), Constellation Beers and Spirits (imported
beer and distilled spirits) and Corporate Operations and Other. In addition, the
Company changed its definition of operating income for segment purposes to
exclude restructuring and related charges and unusual costs that affect
comparability.
Consistent with Statement of Financial Accounting Standards No. 131 ("SFAS
No. 131"), "Disclosures About Segments of an Enterprise and Related
Information", to enhance comparability with prior periods, and to incorporate
this information by reference into the Company's currently effective
registration statements and registration statements that the Company may file in
the future, this Current Report on Form 8-K provides, on the new basis of
segment reporting that was adopted by the Company effective March 1, 2003, (i)
consolidated financial statements that show segment information for the fiscal
years ended February 28, 2003, February 28, 2002, and February 28, 2001, and
(ii) selected business and financial information.
The information included in this Current Report on Form 8-K affects only
disclosures related to segment results, and does not in any way restate or
revise the financial position, results of operations or cash flows in any
previously reported Consolidated Balance Sheet, Consolidated Statement of Income
or Consolidated Statement of Cash Flows of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
23.1 Consent of KPMG LLP.
23.2 Information Regarding Consent of Arthur Andersen.
99.1 Selected business and financial information reflecting the
Company's new basis of segment reporting.
99.2 Audited consolidated financial statements of the Company
for the fiscal year ended February 28, 2003, conformed to reflect
the Company's new basis of segment reporting.
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: November 24, 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
23.1 Consent of KPMG LLP (filed herewith).
23.2 Information regarding consent of Arthur Andersen (filed herewith).
(24) POWER OF ATTORNEY
Not applicable.
(31) RULE 13a-14(a)/15d-14(a) CERTIFICATIONS
Not applicable.
(32) SECTION 1350 CERTIFICATIONS
Not applicable.
(99) ADDITIONAL EXHIBITS
99.1 Selected business and financial information reflecting the Company's
new basis of segment reporting (filed herewith).
99.2 Audited consolidated financial statements of the Company for the
fiscal year ended February 28, 2003, conformed to reflect the Company's
new basis of segment reporting (filed herewith).