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 30, 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 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., dated July 30, 2003.
ITEM 9. REGULATION FD DISCLOSURE
On July 30, 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 30, 2003 By: /s/ Thomas F. Howe
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Thomas F. Howe, Senior Vice
President, 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 30, 2003.