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): March 6, 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 March 6,
2001:
CONSTELLATION COMPLETES TURNER ROAD VINTNERS WINE BUSINESS ACQUISITION
FAIRPORT, NEW YORK, MARCH 6, 2001 - Constellation Brands, Inc. (NYSE: STZ and
STZ.B) announced today that on March 5, 2001, it completed the purchase of the
Turner Road Vintners wine business. The purchase includes well-known brands
Vendange, Talus, Nathanson Creek, Heritage, Farallon and La Terre, as well as
two wineries in California.
Richard Sands, Chairman, Chief Executive Officer and President of Constellation
said, "This is a tremendous acquisition for our Company which enhances our
long-term growth opportunities. We continue to build our portfolio of brands
around faster growing segments of the beverage alcohol market and this
transaction reinforces the Constellation strategy to provide a wide range of
beverage alcohol products to satisfy an array of consumer preferences. We expect
the acquisition and its related financing to be slightly accretive to earnings
per share in the first year."
Jon Moramarco, President of Canandaigua Wine stated, "The acquisition of the
Turner Road Vintners' brands is very strategic and solidifies our leadership
position in the wine industry. These brands complement our existing portfolio
and strengthen our presence in one of the faster growing categories of the wine
industry."
Net sales for the brands acquired for Turner Road Vintners' most recent fiscal
year ended June 30, 2000, were approximately $204 million, on unit volume of
more than seven million cases. Constellation will now have 20 of the top 100
wine brands in the United States.
Constellation Brands, Inc., is a leader in the production and marketing of
beverage alcohol brands in North America and the United Kingdom and is a leading
independent 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 believes it 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.
FORWARD-LOOKING STATEMENTS
The Company 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 when they are accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those in the forward-looking
statements.
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. Any projections of future results of operations, and
in particular the Company's expectation that the acquisition and its related
financing will be slightly accretive to earnings per share in the first year,
should not be construed in any manner as a guarantee that such results will in
fact occur. 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.
In addition to the risks and uncertainties of ordinary business operations, the
forward-looking statements of the Company contained in this press release are
also subject to the following risks and uncertainties: (i) the risk that the
expected benefits of this acquisition will not be achieved or may be delayed;
(ii) the risk that results of operations of this acquisition will be lower than
expected; (iii) the risk that the acquired brands will not be integrated
successfully or in a timely manner; (iv) the risk that the full impact of
estimated synergies may not be realized; (v) the risk that wholesalers or
retailers may give higher priority to products of our competitors; (vi) the risk
associated with the availability and costs of equity and debt financing,
including costs associated with rising interest rates; (vii) the risk associated
with changes in the availability and relative costs of raw materials and/or
labor costs; (viii) the risk associated with changing market conditions; (ix)
the risk that advertising and marketing initiatives may not be as effective as
anticipated; (x) the risk associated with a change in general economic
conditions; and (xi) the risk associated with changes in regulations or laws
which govern the conduct of business. For other risk factors associated with the
Company 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: March 6, 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: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA WINE COMPANY, INC.
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA EUROPE LIMITED
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Treasurer
CANANDAIGUA LIMITED
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Finance Director
(Principal Financial Officer and
Principal Accounting Officer)
POLYPHENOLICS, INC.
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
ROBERTS TRADING CORP.
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, President and
Treasurer
CANANDAIGUA B.V.
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Chief
Financial Officer
FRANCISCAN VINEYARDS, INC.
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
ALLBERRY, INC.
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
CLOUD PEAK CORPORATION
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
M.J. LEWIS CORP.
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
MT. VEEDER CORPORATION
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
and Treasurer
BARTON INCORPORATED
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS, LTD.
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BEERS, LTD.
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS OF CALIFORNIA, INC.
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON BRANDS OF GEORGIA, INC.
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON CANADA, LTD.
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON DISTILLERS IMPORT CORP.
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
BARTON FINANCIAL CORPORATION
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
STEVENS POINT BEVERAGE CO.
Dated: March 6, 2001 By: /s/ Thomas S. Summer
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Thomas S. Summer, Vice President
MONARCH IMPORT COMPANY
Dated: March 6, 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