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): April 4, 2002
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Constellation Brands, Inc.
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(Exact name of registrant as specified in its charter)
001-08495
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(Commission File Number)
Delaware 16-0716709
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(State or other (I.R.S. 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)
(585) 218-2169
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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On April 4, 2002, the Board of Directors of Constellation Brands, Inc. (the
"Company"), based on the recommendation of its Audit Committee, determined not
to renew the engagement of its independent public accountants, Arthur Andersen
LLP ("Andersen"), and to engage KPMG LLP ("KPMG") to serve as the Company's
independent public accountants for the fiscal year ending February 28, 2003,
effective upon the filing by the Company of its Annual Report on Form 10-K for
the fiscal year ended February 28, 2002.
Andersen's reports on the Company's consolidated financial statements for
each of the fiscal years ended February 28, 2001 and February 29, 2000 did not
contain an adverse opinion or a disclaimer of opinion, nor were qualified or
modified as to uncertainty, audit scope or accounting principles. Andersen's
report on the Company's consolidated financial statements for the fiscal year
ended February 28, 2002 has not yet been issued.
During the fiscal years ended February 28, 2001 and February 29, 2000, and
the subsequent interim period through April 4, 2002, there were no disagreements
between the Company and Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to Andersen's satisfaction, would have caused Andersen to make
reference to the subject matter of any such disagreements in connection with
their report on the Company's consolidated financial statements for such years.
None of the reportable events described under Item 304(a)(1)(v) of
Securities and Exchange Commission's Regulation S-K occurred during the
Company's fiscal years ended February 28, 2001 and February 29, 2000, and the
subsequent interim period through April 4, 2002.
The Company provided Andersen with a copy of the above disclosure. Attached
as Exhibit 16.1 is a copy of Andersen's letter, dated April 8, 2002, stating
its agreement with these statements.
During the fiscal years ended February 28, 2001 and February 29, 2000 and
the subsequent interim period through April 4, 2002, the Company did not consult
with KPMG with respect to the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's consolidated financial
statements, or any other matters or reportable events as described in Item
304(a)(2)(i) and (ii) of Regulation S-K.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) The following exhibits are filed as part of this Form 8-K.
Exhibit No. Description
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16.1 Letter from Arthur Andersen LLP regarding change in
certifying accountant
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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.
Dated: April 8, 2002 CONSTELLATION BRANDS, INC.
By: /s/ Thomas S. Summer
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Thomas S. Summer, Executive Vice
President and Chief Financial
Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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16.1 Letter from Arthur Andersen LLP regarding change in certifying
accountant
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