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): February 5, 2002
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CONSTELLATION BRANDS, INC.
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(Exact name of registrant
as specified in its charter)
Delaware 001-08495 16-0716709
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
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 (585) 218-2169
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
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Constellation Brands, Inc. released the following information on February 5,
2002:
CONSTELLATION BRANDS RAISES EARNINGS OUTLOOK
Company expects fourth quarter earnings between $0.61 and $0.64 per share
FAIRPORT, NEW YORK, FEBRUARY 5, 2002 - Constellation Brands, Inc. (NYSE: STZ and
STZ.B) announced that it has raised its estimate range for earnings before
extraordinary items for its fiscal fourth quarter (ending February 28, 2002) by
$0.05 per share, to between $0.61 and $0.64 per share. The change is primarily
due to effects from planned price increases beginning in March 2002 for its
Mexican beer portfolio. The Company noted that beer shipments in the fourth
quarter have been running ahead of expectations, which, coupled with the success
of its wine industry acquisitions, will result in the earnings growth. Mexican
brands imported and distributed by Constellation's beer business in the U.S.
include the number one import Corona Extra, Corona Light, Pacifico, Modelo
Especial and Negra Modelo.
The increased outlook is expected to result in full fiscal year earnings before
extraordinary items of between $3.10 and $3.13 per share. Constellation also
indicated it expects to achieve mid-teens earnings per share growth for the next
fiscal year ending February 28, 2003, citing the strength of its broad portfolio
of beverage alcohol products and the continuing success of its acquisitions.
The Company will be recording an extraordinary charge, net of income taxes, of
$1.6 million, or between $0.03 and $0.04 per share, in the fourth quarter
related to its refinancing of $195 million 8 3/4% senior subordinated notes due
2003 with 8 1/8% senior subordinated notes due 2012. Fees that would have been
amortized over the remaining two years of the notes will be written off
immediately.
ABOUT CONSTELLATION
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 third largest
supplier of distilled spirits, Constellation is the largest single-source
supplier of these products in the United States. In the United Kingdom,
Constellation is a leading marketer of wine and the second largest producer and
marketer of cider. Leading brands in Constellation's portfolio include:
Franciscan Oakville Estate, Simi, Estancia, Ravenswood, Corona Extra, Modelo
Especial, St. Pauli Girl, Almaden, Arbor Mist, Talus, Vendange, Alice White,
Black Velvet, Fleischmann's, Schenley, Ten High, Stowells of Chelsea, Blackthorn
and K.
STATUS OF BUSINESS OUTLOOK
During the current quarter, Constellation may reiterate its estimates for its
fiscal fourth quarter and fiscal year 2002 as set forth above (collectively, the
"Outlook"). Prior to the start of the Quiet Period (described below), the public
can continue to rely on the Outlook as still being Constellation's current
expectations on the matters covered, unless Constellation publishes a notice
stating otherwise.
Beginning February 15, 2002, Constellation will observe a "Quiet Period" during
which the Outlook no longer constitutes the Company's current expectations.
During the Quiet Period, the Outlook should be considered to be historical,
speaking as of prior to the Quiet Period only and not subject to update by the
Company. During the Quiet Period, Constellation's representatives will not
comment concerning the Outlook or Constellation's financial results or
expectations. The Quiet Period will extend until the day when Constellation's
next quarterly Earnings Release is published, presently scheduled for Thursday,
April 11, 2002.
FORWARD-LOOKING STATEMENTS
The Outlook, as well as all other 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 or implied by the forward-looking statements. The
Company's forward-looking statements are based on management's current
expectations and unless otherwise noted do not take into account the impact of
any future acquisition, merger or any other business combination, divestiture or
financing that may be completed after the date of this release. Any projections
of future results of operations, and in particular, (i) the Company's estimated
diluted earnings per share before extraordinary items for the quarter ending
February 28, 2002, (ii) the Company's estimated diluted earnings per share
before extraordinary items for the twelve months ending February 28, 2002, and
(iii) the Company's estimated earnings per share growth for the fiscal year
ending February 28, 2003, should not be construed in any manner as a guarantee
that such results will in fact occur. 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: expectations that our recent acquisitions and our joint venture
will achieve certain sales projections and meet certain cost targets; the
successful integration of our recent acquisitions; wholesalers and retailers may
give higher priority to products of our competitors; raw material supply,
production or shipment difficulties could adversely affect our ability to supply
our customers; increased competitive activities in the form of pricing,
advertising and promotions could adversely impact consumer demand for our
products and/or result in higher than expected selling, general and
administrative expenses; a general decline in alcohol consumption; increases in
federal and state excise taxes on beverage alcohol products; changes in foreign
exchange rates. For additional information about risks and uncertainties that
could adversely affect the Company's forward-looking statements, please refer to
the Company's filings with the Securities and Exchange Commission, including its
Annual Report on Form 10-K for the fiscal year ended February 28, 2001.
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.
CONSTELLATION BRANDS, INC.
Dated: February 5, 2002 By: /s/ Thomas S. Summer
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Thomas S. Summer, Executive Vice
President and Chief Financial
Officer
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.
(99) ADDITIONAL EXHIBITS
None