Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-63480
The information in this prospectus supplement is not complete and may be changed. We may not sell these securities until the prospectus supplement is delivered in final form. This prospectus supplement is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction in which the offer, solicitation or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 21, 2003
PROSPECTUS SUPPLEMENT
(To Prospectus Dated July18, 2003 As Supplemented by Prospectus Supplement Dated July 18, 2003)
6,000,000 Shares
Constellation Brands, Inc.
Depositary Shares
Each representing 1/40 of a share of % Series A Mandatory Convertible Preferred Stock
This prospectus supplement should be read in conjunction with the prospectus supplement (the “Prospectus Supplement”) dated July 18, 2003 and the prospectus dated July 18, 2003 (together with the Prospectus Supplement, the “Prospectus”). Capitalized terms used herein without definition have the same meaning as such terms used in the Prospectus. For a description of the Depositary Shares and the % Series A Mandatory Convertible Preferred Stock, Constellation Brands, Inc. and the risks relating to the foregoing, reference is hereby made to the Prospectus. “Summary Pro Forma Combined Financial Data” on page S-11 of the Prospectus Supplement is hereby replaced in its entirety by the corresponding section contained herein.
Joint Book-Running Managers
| JPMorgan | Citigroup |
Joint Lead Manager
UBS Investment Bank
Summary Pro Forma Combined Financial Data
The following table sets forth certain of our unaudited summary pro forma combined income statement data for the year ended February 28, 2003 and the three months ended May 31, 2003 as described in “Unaudited Pro Forma Combined Income Statement Data” included elsewhere in this prospectus supplement, which gives effect to the Hardy acquisition as if it had occurred on March 1, 2002. The consolidated financial statements of Hardy prepared in accordance with accounting principles generally accepted in Australia used in preparing “Unaudited Pro Forma Combined Income Statement Data” have been adjusted to present such information in accordance with accounting principles generally accepted in the United States and translated into U.S. dollar equivalent financial statements.
This summary pro forma combined income statement data do not purport to represent what our results of operations would have actually been had the transaction been consummated as of such date or to our results of operations for any future period. It is important that you read the summary pro forma combined income statement data presented below along with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our consolidated financial statements and those of Hardy, and “Unaudited Pro Forma Combined Income Statement Data” included elsewhere in this prospectus supplement and our unaudited financial statements filed in our quarterly report on Form 10-Q for the fiscal quarter ended May 31, 2003.
| Year Ended February 28, 2003 | Three Months Ended May 31, 2003 | |||||
| (in thousands, except per share data) | ||||||
Net sales | $ | 3,236,508 | $ | 805,381 | ||
Income before income taxes | 314,999 | 63,079 | ||||
Net income | 197,299 | 39,236 | ||||
Earnings per common share: | ||||||
Basic | $ | 2.12 | $ | 0.42 | ||
Diluted | $ | 2.05 | $ | 0.40 | ||
Weighted average common shares outstanding | ||||||
Basic | 93,145 | 94,274 | ||||
Diluted | 96,035 | 97,055 | ||||