e8vk
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 11, 2005
Constellation Brands, Inc.
(Exact name of Registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
001-08495
|
|
16-0716709 |
| |
| (State or other jurisdiction
|
|
(Commission
|
|
(I.R.S. Employer |
| of incorporation)
|
|
File Number)
|
|
Identification No.) |
| |
|
|
| 370 Woodcliff Drive, Suite 300, Fairport, New York 14450 |
|
|
| |
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code (585) 218-3600
N/A
(Former name or former address, if changed since last report)
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 November 11, 2005 Constellation Brands, Inc. (“Constellation”) posted on its website
materials for presentation to investors, entitled “Constellation Brands Discussion of Vincor’s
Directors’ Circular,” a copy of which materials is attached hereto as Exhibit 99.1.
Also on November 11, 2005, Canadian counsel to Constellation and its wholly-owned subsidiary
(the “Bidder”), applied to the Ontario Securities Commission for an order that trading cease in
respect of any securities issued or to be issued in connection with the shareholder rights plan
(the “Rights Plan”) of Vincor International Inc. (“Vincor”), adopted on September 28, 2005. As
previously announced, Constellation, through the Bidder, commenced a cash takeover bid (the
“Offer”) on Thursday, October 20, 2005 for all of the outstanding common shares (and associated
Poison Pill Rights) of Vincor for CDN $31.00 per share. The Offer is scheduled to expire at 5:00
pm Toronto time on Monday, November 28, 2005.
Among the reasons stated in the application were that adoption of the Rights Plan is an
improper defensive tactic that warrants a cease trade order as it was adopted as a tactical
maneuver intended to frustrate the anticipated take-over bid by Constellation and that it was
adopted without approval of the shareholders of Vincor. The application also stated that as
matters presently stand, Constellation did not intend to extend the Offer in the face of the Rights
Plan.
References to Constellation’s website do not incorporate by reference the information on such
website into this Current Report on Form 8-K and Constellation disclaims any such incorporation by
reference. 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
|
|
Materials for presentation to investors,
entitled “Constellation Brands Discussion of Vincor’s Directors’
Circular.” |
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: November 15, 2005 |
|
CONSTELLATION BRANDS, INC. |
|
|
|
|
|
|
|
| |
|
By: |
|
/s/ Thomas S. Summer |
| |
|
|
|
|
|
|
| |
|
Name: |
|
Thomas S. Summer |
| |
|
Title: |
|
Executive Vice President and Chief Financial
Officer |
| |
|
|
| 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. |
| |
(24)
|
|
POWER OF ATTORNEY |
|
|
|
|
|
Not Applicable. |
|
|
|
(99)
|
|
ADDITIONAL EXHIBITS |
|
|
|
(99.1)
|
|
Materials for presentation to investors, entitled “Constellation
Brands Discussion of Vincor’s Directors’ Circular.” |
|
|
|
(100)
|
|
XBRL-RELATED DOCUMENTS |
|
|
|
|
|
Not Applicable. |