CONSTELLATION BRANDS, INC. — Regulatory Filings 2007

8-K 1 form8k-111307.htm FORM 8-K - 111307 form8k-111307.htm Licensed to: Constellation Brands, Inc. Document Created using EDGARizer 4.0.1.0 Copyright 2007 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 11, 2007

| 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 2.05. Costs Associated with Exit or Disposal Activities.

On an ongoing basis, Constellation Brands, Inc. (the “Company”) seeks to maximize asset utilization, reduce costs and improve long-term return on invested capital throughout its international operations. In connection with these efforts, on November 11, 2007, the Company committed to the principal features of a plan to streamline certain of its global operations in Australia, primarily by consolidating to its Berri Estates winery certain winemaking and packaging operations currently conducted at another Australian winery (the “Hardy Initiative”). The Hardy Initiative includes the buy-out of certain grape processing and wine storage contracts and equipment relocation costs. The Hardy Initiative also includes costs for employee terminations. The actions under the Hardy Initiative are expected to commence by November 19, 2007, and the Company currently expects the Hardy Initiative to be complete by the end of the Company’s first quarter of fiscal year 2010 which ends on May 31, 2009.

As further detailed in the table below, the Company expects to incur approximately $15.3 million of restructuring charges in connection with the Hardy Initiative and approximately $1.1 million of other related costs, all of which charges and costs will be recorded in the Company’s results of operations during the fiscal years ending February 29, 2008 (“Fiscal 2008”), February 28, 2009 (“Fiscal 2009”) and February 28, 2010 (“Fiscal 2010”). Additionally, the Company expects to record accelerated depreciation of approximately $5.5 million during Fiscal 2008 and Fiscal 2009 for certain property, plant and equipment. In connection with the Hardy Initiative, the Company expects to incur aggregate cash expenditures of approximately $16.4 million, primarily during Fiscal 2008 and Fiscal 2009, and an aggregate of approximately $5.5 million of non-cash costs during Fiscal 2008 and Fiscal 2009. The following table sets forth the Company’s current expectations related to the Hardy Initiative:

| | Estimated Pretax Charges During Fiscal
2008 | Estimated Pretax Charges During Fiscal
2009 | Estimated Pretax Charges During Fiscal
2010 | Estimated Total |
| --- | --- | --- | --- | --- |
| (in
millions) | | | | |
| Restructuring
charges: | | | | |
| Employee
termination
costs | $ 2.1 | $ 1.1 | $ - | $ 3.2 |
| Contract
termination
costs | 8.5 | - | - | 8.5 |
| Other
associated
costs | 0.1 | 0.8 | 2.7 | 3.6 |
| Total
restructuring charges | 10.7 | 1.9 | 2.7 | 15.3 |
| Other
related costs | - | 1.1 | - | 1.1 |
| Total
cash costs | 10.7 | 3.0 | 2.7 | 16.4 |
| Accelerated
depreciation (non-cash costs) | 3.5 | 2.0 | - | 5.5 |
| Total
cash and non-cash costs | $ 14.2 | $ 5.0 | $ 2.7 | $ 21.9 |

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. All statements other than statements of historical facts included in this Current Report on Form 8-K, including statements regarding the Company’s expected restructuring charges, other related costs, and accelerated depreciation, all of which are in connection with the Hardy Initiative, are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition to the risks and uncertainties of ordinary business operations and conditions in the general economy and the markets in which the Company competes, the forward-looking statements of the Company contained in this Current Report on Form 8-K are also subject to the following risks and uncertainties: the Company’s restructuring charges, other related costs, and accelerated depreciation, all of which are in connection with the Hardy Initiative, may vary materially from management’s current estimates of these charges and costs due to variations in anticipated headcount reductions, contract terminations and equipment relocation; and other risks and uncertainties described in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2007, and other Securities and Exchange Commission filings.

Item 7.01. Regulation FD Disclosure.

On November 12, 2007, the Company issued a news release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The release provided information about, among other items, the Company’s plans to streamline certain of its global operations and the Company’s updated financial guidance for the fiscal year ending February 29, 2008. The projections constituting the guidance included in the release involve risks and uncertainties, the outcome of which cannot be foreseen at this time and, therefore, actual results may vary materially from these forecasts. In this regard, see the information included in the release under the caption “Forward-Looking Statements.”

References to the Company’s website in the release do not incorporate by reference the information on such website into this Current Report on Form 8-K and the Company disclaims any such incorporation by reference. The information in the news release attached as Exhibit 99.1 is 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) | Exhibits. |
| | The
following exhibit is furnished as part of this Current Report on Form
8-K: |

| Exhibit
No. | Description |
| --- | --- |
| 99.1 | News
Release of the Company dated November 12,
2007. |

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
13, 2007 | |
| --- | --- |
| By: | /s/
Robert
Ryder |
| | Robert
Ryder |
| | Executive
Vice President and Chief
Financial Officer |

INDEX TO EXHIBITS

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) | News
Release of Constellation Brands, Inc. dated November 12,
2007. |
| (100) | XBRL-RELATED
DOCUMENTS |
| | Not
Applicable. |