CONSTELLATION BRANDS, INC. — Regulatory Filings 2005

8-K 1 form8k-110405.htm FORM 8K - 110405 Form 8K - 110405 Licensed to: Constellation Brands, Inc. Document Created using EDGARIZER HTML 3.0.0.39895 Copyright 2005 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

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 4, 2005

CONSTELLATION BRANDS, INC.

(Exact name of registrant as specified in its charter)

370 Woodcliff Drive, Suite 300, Fairport, NY 14450

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (585) 218-3600

Not Applicable

(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 4, 2005, Constellation Brands, Inc. (“Constellation”) issued a press release, attached here as Exhibit 99.1, in which it questioned the recommendation made by the Board of Directors of Vincor International Inc. (“Vincor”) that Vincor shareholders reject Constellation's cash takeover bid (the "Offer") to acquire all of the outstanding common shares (and associated Poison Pill Rights) of Vincor for CDN $31.00 per share. As previously announced, the Offer is scheduled to expire at 5:00 p.m. Toronto time on Monday, November 28, 2005, unless the Offer is extended. The Offer is not conditional on financing or the completion of due diligence but contains certain customary conditions, including the valid tender, and non-withdrawal, of at least 66 2/3% of Vincor’s common shares and receipt of required regulatory consents and approvals.

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.

References to Constellation's website in the press release attached as Exhibit 99.1 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 press release attached as Exhibit 99.1, are incorporated by reference into this Item 7.01 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 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.

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 Current Report on Form 8-K.

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.

| /s/
Thomas S. Summer |
| --- |
| Thomas
S. Summer, Executive Vice President and
Chief Financial Officer |

| Exhibit
Number | 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) | Press
Release dated November 4,
2005. |
| (100) | XBRL-RELATED
DOCUMENTS |
| | Not
Applicable. |