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): February 14, 2001
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COMMISSION FILE NUMBER 001-08495
DELAWARE CONSTELLATION BRANDS, INC. 16-0716709
and its subsidiaries:
NEW YORK BATAVIA WINE CELLARS, INC. 16-1222994
NEW YORK CANANDAIGUA WINE COMPANY, INC. 16-1462887
NEW YORK CANANDAIGUA EUROPE LIMITED 16-1195581
ENGLAND AND WALES CANANDAIGUA LIMITED 98-0198402
NEW YORK POLYPHENOLICS, INC. 16-1546354
NEW YORK ROBERTS TRADING CORP. 16-0865491
NETHERLANDS CANANDAIGUA B.V. 98-0205132
DELAWARE FRANCISCAN VINEYARDS, INC. 94-2602962
CALIFORNIA ALLBERRY, INC. 68-0324763
CALIFORNIA CLOUD PEAK CORPORATION 68-0324762
CALIFORNIA M.J. LEWIS CORP. 94-3065450
CALIFORNIA MT. VEEDER CORPORATION 94-2862667
DELAWARE BARTON INCORPORATED 36-3500366
DELAWARE BARTON BRANDS, LTD. 36-3185921
MARYLAND BARTON BEERS, LTD. 36-2855879
CONNECTICUT BARTON BRANDS OF CALIFORNIA, INC. 06-1048198
GEORGIA BARTON BRANDS OF GEORGIA, INC. 58-1215938
ILLINOIS BARTON CANADA, LTD. 36-4283446
NEW YORK BARTON DISTILLERS IMPORT CORP. 13-1794441
DELAWARE BARTON FINANCIAL CORPORATION 51-0311795
WISCONSIN STEVENS POINT BEVERAGE CO. 39-0638900
ILLINOIS MONARCH IMPORT COMPANY 36-3539106
(State or other (Exact name of registrant as (I.R.S. Employer
jurisdiction of specified in its charter) Identification
incorporation or No.)
organization)
300 WillowBrook Office Park, Fairport, New York 14450
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 218-2169
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Constellation Brands, Inc. released the following information on February
14, 2001:
CONSTELLATION COMMENCES PUBLIC OFFERING OF ITS CLASS A COMMON STOCK
HART-SCOTT-RODINO REGULATORY WAITING PERIOD TERMINATED ON THE
ACQUISITION OF THE TURNER ROAD VINTNERS WINE BUSINESS
FAIRPORT, NEW YORK, FEBRUARY 14, 2001 - CONSTELLATION BRANDS, INC. (NYSE: STZ
AND STZ.B) today announced that it intends to make a public offering of
1,700,000 shares of its Class A Common Stock. Constellation expects to use the
net proceeds from the offering to finance a portion of the recently announced
acquisition of the Turner Road Vintners wine business or to repay short-term
indebtedness incurred to finance the acquisition. If the acquisition of the
Turner Road business is not consummated, Constellation will use the net proceeds
from the offering to repay outstanding indebtedness.
Constellation also announced today that it has received notification that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has been
terminated relative to its acquisition of the Turner Road business.
Constellation continues to move forward with this acquisition, which includes
the Vendange, Talus, Heritage, Nathanson Creek, La Terre and Farallon wine
brands. The acquisition, which is subject to customary closing conditions, is
expected to close in early March 2001.
A registration statement relating to the Class A Common Stock has been declared
effective by the Securities and Exchange Commission. This press release shall
not constitute an offer to sell or a solicitation of an offer to buy, nor shall
there be any sale of these securities in any state, in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. Copies of the registration
statement may be obtained electronically at http://www.sec.gov.
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In connection with the offering, Salomon Smith Barney Inc. is acting as the sole
book-running manager and a joint lead manager, J.P. Morgan Securities Inc. is
acting as a joint lead manager, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and UBS Warburg LLC are acting as co-managers.
Constellation Brands, Inc. is a leader in the production and marketing of
branded beverage alcohol products in North America and the United Kingdom and is
a leading drinks wholesaler in the United Kingdom. As the second largest
supplier of wine, the second largest importer of beer and the fourth largest
supplier of distilled spirits, Constellation Brands, Inc., is the largest
single-source supplier of these products in the United States. With its broad
product portfolio, composed of brands in all major beverage alcohol categories,
Constellation is distinctly positioned to satisfy an array of consumer
preferences. Leading brands in Constellation's portfolio include: Franciscan
Oakville Estate, Simi, Estancia, Almaden, Arbor Mist, Black Velvet,
Fleischmann's, Schenley, Ten High, Stowells of Chelsea, Blackthorn and the
number one imported beer, Corona Extra.
Constellation makes forward-looking statements from time to time and desires to
take advantage of the "safe harbor" which is afforded such statements under the
Private Securities Litigation Reform Act of 1995. The statements set forth in
this press release, which are not historical facts, are forward-looking
statements that involve risks and uncertainties that could cause actual results
to differ materially from those set forth in the forward-looking statements.
There can be no assurance that any forward-looking statement in this press
release will be realized or that actual results will not be significantly higher
or lower than set forth in or implied by such forward-looking statement. For
risk factors associated with Constellation and its business, please refer to our
Securities and Exchange Commission filings.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONSTELLATION BRANDS, INC.
Dated: February 16, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Executive Vice
President and Chief Financial
Officer
SUBSIDIARIES
BATAVIA WINE CELLARS, INC.
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Treasurer
CANANDAIGUA WINE COMPANY, INC.
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Treasurer
CANANDAIGUA EUROPE LIMITED
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Treasurer
CANANDAIGUA LIMITED
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Finance Director
(Principal Financial Officer and
Principal Accounting Officer)
POLYPHENOLICS, INC.
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
ROBERTS TRADING CORP.
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, President and
Treasurer
CANANDAIGUA B.V.
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Chief
Financial Officer
FRANCISCAN VINEYARDS, INC.
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
ALLBERRY, INC.
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
CLOUD PEAK CORPORATION
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
M.J. LEWIS CORP.
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
MT. VEEDER CORPORATION
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
BARTON INCORPORATED
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BRANDS, LTD.
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BEERS, LTD.
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BRANDS OF CALIFORNIA, INC.
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BRANDS OF GEORGIA, INC.
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON CANADA, LTD.
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON DISTILLERS IMPORT CORP.
Dated: February 16, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON FINANCIAL CORPORATION
Dated: February 16, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
STEVENS POINT BEVERAGE CO.
Dated: February 16, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
MONARCH IMPORT COMPANY
Dated: February 16, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
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.
(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.
(27) FINANCIAL DATA SCHEDULE
Not Applicable.
(99) ADDITIONAL EXHIBITS
None