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): May 17, 2004
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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.)
370 Woodcliffe Drive, Suite 300, 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 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is furnished as part of this Form 8-K.
No. Description
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99.1 Press Release of Constellation Brands, Inc. (the "Company"), dated
May 17, 2004.
ITEM 9. REGULATION FD DISCLOSURE.
On May 17, 2004, 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 included in this Form 8-K, including the press release
attached as Exhibit 99.1, is incorporated by reference into this Item 9 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 only if and to
the extent such subsequent filing specifically references the information
incorporated by reference herein.
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: May 17, 2004 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
99.1 Press Release dated May 17, 2004.
[LOGO] CONSTELLATION
NEWS RELEASE CONTACTS:
Media Relations:
Philippa Dworkin - 585-218-3733
Investor Relations:
Mark Maring - 585-218-3668
CONSTELLATION BRANDS, DOMAINES BARONS DE
ROTHSCHILD & THE HUNEEUS FAMILY PROPOSE FORMING
A LUXURY WINE GROUP
DOMAINES BARONS DE ROTHSCHILD OFFERS GOING PRIVATE ACQUISITION OF THE CHALONE
WINE GROUP AT $9.25 PER SHARE
FAIRPORT, N.Y., MAY 17, 2004 - Constellation Brands, Inc. (NYSE:STZ,
ASX:CBR), Domaines Barons de Rothschild (Lafite), a 46% owner of The Chalone
Wine Group (NASDAQ:CHLN), and The Huneeus Family announced today they are
proposing the formation of a new independent company (joint venture) to create
what would be one of the world's most prestigious luxury wines companies.
As a first step and on behalf of the proposed joint venture, Domaines
Barons de Rothschild (Lafite) today made a written offer for a going private
acquisition of The Chalone Wine Group, pursuant to which each share of Chalone
Common Stock not owned by Domaines Barons de Rothschild (Lafite) (54%) would be
converted into $9.25 of cash. Constellation Brands, Inc. and Domaines Barons de
Rothschild (Lafite) would provide the cash funding for the purchase of the
Chalone shares. The proposed joint venture would also provide current Chalone
shareholders with wine club benefits and rights similar to those currently
provided by Chalone.
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Upon completion of the going private transaction, Domaines Barons de
Rothschild (Lafite) would transfer to the new joint venture substantially all of
the premium assets and brands of The Chalone Wine Group, The Huneeus Family
would contribute the very successful Quintessa winery, vineyards and brand, and
Constellation Brands would contribute the prestigious Oakville vineyard owned by
Franciscan Estates, Constellation Brands' fine wine company. Also, as part of
the proposed joint venture, Domaines Barons de Rothschild (Lafite) would
develop, in Napa Valley, the first estate to produce a wine under its guidance.
In announcing the joint venture, Richard Sands, chairman and CEO, Constellation
Brands said, "Each of the joint venture investors is strong individually - and
combined they are industry icons of quality, innovation and financial stability.
We are changing the way business has traditionally been done in the luxury
segment, from primarily an individual company basis, to a collective partnership
of some of the most respected members in the industry. We are creating a new
strategic platform for increasing our participation in the luxury wine
business."
Baron Eric de Rothschild, managing director, Domaines Barons de Rothschild
(Lafite) added, "We have been active participants over the past 15 years in
Chalone's growth to its present leading position in the luxury wine field. We
feel that this proposed transaction establishes a stronger, more influential
independent company and will provide management, employees and distributors with
continuity and the greatest potential for future expansion and success in this
highly competitive market environment. The strength of the proposed joint
venture will come from the unique collection of top quality wine acreage it will
own in the greatest North American appellations, and from its strong brands. The
proposed joint venture will be supported by the very diverse experience and
dedication to quality, which the three partners bring to this endeavor."
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Agustin Huneeus said, "I am very gratified to place Quintessa in this
venture, which is dedicated to the creation of wines of "terroir," which has
always been my interest and motivation. I am also most gratified to be working
with two exceptional heads of business: Baron Eric de Rothschild and Richard
Sands, Chairman of Constellation."
Agustin Francisco Huneeus, who left Franciscan Estates a few months ago to
pursue entrepreneurial opportunities said, "The strength and breadth of this
very fine wine portfolio will make the joint venture an interesting supplier to
distributors, and give the Company a unique position in today's fragmented
market." It is expected that Agustin Francisco Huneeus of The Huneeus Family
will lead the new joint venture.
The formation of the proposed joint venture and the purchase of the Chalone
shares are subject to the execution of definitive agreements among the parties,
due diligence by the proposed joint venture, and the formation of a special
committee of The Chalone Wine Group Board to evaluate the offer made by the
proposed joint venture. If the special committee approves the offer, the offer
to the Chalone shareholders will be put to shareholder vote, subject to the
filing of a proxy statement.
Constellation Brands, Inc. is a leading international producer and marketer
of beverage alcohol brands with a broad portfolio across the wine, spirits and
imported beer categories. Constellation Brands is a leading fine wine company in
the United States.
Domaines Barons de Rothschild (Lafite), owned by the Rothschild family and
Chateau Lafite Rothschild, owns and operates a prestigious set of wine
properties in France, Chile, Portugal and Argentina, which produce and sell a
selection of ultra premium and luxury wines.
Huneeus Vintners, owned by The Huneeus Family, is a privately held wine
company in Napa, California owning the Quintessa Estate and other vineyard
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properties. Agustin Huneeus, an illustrious member of the international wine
industry, has based his successful career in the wine industry on his belief
that "Great wines are a reflection of place". He and his wife Valeria purchased
the 280-acre Quintessa property in 1990 and developed Quintessa into a
world-class wine estate.
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