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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) September 1, 2006
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 jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
370 Woodcliff Drive, Suite 300, Fairport, New York 14450
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (585) 218-3600
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 7.01. REGULATION FD DISCLOSURE.
On September 1, 2006, Constellation Brands, Inc. (the "Company") issued
a press release which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference, announcing that its outstanding depositary shares, each
representing 1/40th of a share of the Company's 5.75% Series A Mandatory
Convertible Preferred Stock (the "Preferred Stock"), automatically converted
into shares of the Company's Class A Common Stock pursuant to the terms of the
certificate of designations governing the Preferred Stock and the deposit
agreement governing the depositary shares.
References to the Company's website in the release do not incorporate
by reference the information on such website into this Current Report on Form
8-K and the Company disclaims any such incorporation by reference. The
information included in this Current Report on Form 8-K, including the press
release attached as Exhibit 99.1, is incorporated by reference into this Item
7.01 in satisfaction of the public disclosure requirements of Regulation FD.
This information is "furnished" and not "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, or otherwise subject to the liabilities of
that section. It may only be incorporated by reference in another filing under
the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to
the extent such subsequent filing specifically references the information
incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Shell company transactions.
Not applicable.
(d) Exhibits.
The following exhibit is furnished as part of this
Current Report on Form 8-K:
Exhibit No. Description
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99.1 Press Release of the Company dated
September 1, 2006.
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.
Date: September 1, 2006 CONSTELLATION BRANDS, INC.
By: /s/ Thomas S. Summer
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Thomas S. Summer
Executive Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
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(1) UNDERWRITING AGREEMENT
Not Applicable.
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
Not Applicable.
(3) ARTICLES OF INCORPORATION AND BYLAWS
Not Applicable.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
Not Applicable.
(7) CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT REGARDING
NON-RELIANCE ON A PREVIOUSLY ISSUED AUDIT REPORT OR COMPLETED
INTERIM REVIEW
Not Applicable.
(14) CODE OF ETHICS
Not Applicable.
(16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
Not Applicable.
(17) CORRESPONDENCE ON DEPARTURE OF DIRECTOR
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
(99.1) Press Release of Constellation Brands, Inc. dated September 1,
2006.
(100) XBRL-RELATED DOCUMENTS
Not Applicable.