SECURITIES AND EXCHANGE COMMISSION
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 26, 2005
Constellation Brands, Inc.
| Delaware | 001-08495 | 16-0716709 | ||||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
370 Woodcliff Drive, Suite 300, Fairport, New York 14450
Registrant’s telephone number, including area code (585) 218-3600
N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On October 26, 2005, a wholly-owned subsidiary (the “Bidder”) of Constellation Brands, Inc., a Delaware corporation (“Constellation”), filed with Canadian securities regulators, a Notice of Change in Information dated October 26, 2005, attached hereto as Exhibit 99.1, to its Offer to Purchase and Bid Circular dated October 19, 2005 relating to the offer by the Bidder to purchase all of the outstanding Common Shares (together with the associated Poison Pill Rights) of Vincor International Inc. The Notice of Change in Information will also be sent to shareholders of Vincor International Inc. The Offer to Purchase and Bid Circular has previously been furnished by Constellation as Exhibit 99.1 to its Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 24, 2005.
This Current Report on Form 8-K, including the exhibit hereto, is being furnished in lieu of a tender offer filing, since Vincor International Inc. does not have a class of equity security registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
The information included in this Current Report on Form 8-K and the exhibit filed herewith is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section and 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.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired |
Not applicable
| (b) | Pro forma financial information |
Not applicable
| (c) | Shell company transactions |
Not applicable
| (d) | The following exhibit is furnished as part of this Form 8-K: |
| Exhibit No. | Description | |||
99.1
|
Notice of Change in Information dated October 26, 2005. | |||
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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.
| Date: October 26, 2005. |
CONSTELLATION BRANDS, INC | |||
| By: | /s/ Thomas S. Summer | |||
| Name: Thomas S. Summer Title: Executive Vice President and Chief Financial |
||||
| Officer | ||||
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| Exhibit No. | Description | ||
(1)
|
UNDERWRITING AGREEMENT | ||
| Not Applicable. | |||
(2)
|
PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION |
||
| Not Applicable. | |||
(3)
|
ARTICLES OF INCORPORATION AND BYLAWS | ||
| Not Applicable. | |||
(4)
|
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES |
||
| Not Applicable. | |||
(7)
|
CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW |
||
| Not Applicable. | |||
(14)
|
CODE OF ETHICS | ||
| Not Applicable. | |||
(16)
|
LETTER RE CHANGE IN CERTIFYING ACCOUNTANT | ||
| Not Applicable. | |||
(17)
|
CORRESPONDENCE ON DEPARTURE OF DIRECTOR | ||
| Not Applicable. | |||
(20)
|
OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS | ||
| Not Applicable. | |||
(23)
|
CONSENTS OF EXPERTS AND COUNSEL | ||
| Not Applicable. | |||
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| Exhibit No. | Description | ||
(24)
|
POWER OF ATTORNEY | ||
| Not Applicable. | |||
(99)
|
ADDITIONAL EXHIBITS | ||
(99.1)
|
Notice of Change in Information dated October 26, 2005. | ||
(100)
|
XBRL-RELATED DOCUMENTS | ||
| Not Applicable. | |||
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