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): January 4, 2001
---------------
COMMISSION FILE NUMBER 0-7570
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
----------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 218-2169
--------------
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
Constellation Brands, Inc. released the following information on January 4,
2001, regarding its third quarter 2001 results:
CONSTELLATION'S EARNINGS UP 17 PERCENT IN THIRD QUARTER
BEER SALES AND MARGIN IMPROVEMENTS FUEL GROWTH
FAIRPORT, NEW YORK, JANUARY 4, 2001 - Constellation Brands, Inc. (NYSE: STZ and
STZ.B) today reported earnings per share on a fully diluted basis of $1.87 for
the three months ended November 30, 2000 ("Third Quarter 2001"), an increase of
17 percent over earnings per share of $1.60 for the three months ended November
30, 1999 ("Third Quarter 2000"). Net income also increased 17 percent to reach
$35 million versus net income of $30 million for the same period a year ago.
Richard Sands, Chairman, Chief Executive Officer and President of
Constellation said, "I am very pleased to report the best quarter in the
Company's history. We had both record earnings and record sales of our branded
and wholesale products, on a currency adjusted basis. Our strategy of meeting
today's consumers' diverse needs with the broadest brand portfolio in the
industry, while focusing on the distribution channels for each category
necessary to reach the consumer, continues to drive demand for our products.
Growth in our branded business was driven by imported beer sales, led by Corona,
which increased over 20%, UK table wines, led by Stowells of Chelsea, which
increased 24%, and spirits, led by vodka, tequila and prepared cocktails, which
was up 6%." Sands further stated that, "We expect our favorable earnings results
to continue through the fiscal year."
CONSOLIDATED RESULTS
Net sales reported for Third Quarter 2001 of $630 million represents a four
percent decrease from net sales reported for the comparable period a year ago.
After adjusting for an adverse foreign currency impact, net sales would have
been $654 million versus $653 million reported for Third Quarter 2000. Sales for
our branded and wholesale products increased 2%, offset by significant declines
in non-branded businesses. Sales growth was impacted by difficult comparisons
against the prior period due to Millennium activities, particularly special
occasion items like fine wines and champagnes. Net sales for the nine months
ended November 30, 2000 ("Nine Months 2001") reached $1.85 billion, an increase
of three percent versus net sales of $1.80 billion reported for the nine months
ended November 30, 1999 ("Nine Months 2000"). After adjusting for an unfavorable
foreign currency impact, net sales would have been $1.89 billion, an increase of
five percent versus a year ago.
As a percent of net sales, gross margin for Third Quarter 2001 improved 93
basis points to 33.0 percent versus the same quarter a year ago. The margin
improvements were driven primarily by price increases taken in the Company's
fine wine business as well as cost improvements in the Company's United Kingdom
division, Matthew Clark. With the gross margin improvement, gross profit
remained essentially unchanged at $208 million, compared to gross profit for
Third Quarter 2000. Gross profit and gross margin for Nine Months 2001 were $593
million and 32.0 percent, respectively, compared to $555 million and 30.7
percent for Nine Months 2000.
Selling, general and administrative expenses, as a percent of net sales
were favorable by 76 basis points compared to the prior period, declining from
20.3% to 19.5%. Selling, general and administrative expenses were $123 million
for Third Quarter 2001 compared to $132 million reported for the same period
last year. The decrease is primarily attributed to reduced marketing costs
associated with Millennium promotions a year ago. For Nine Months 2001, selling,
general and administrative expenses, as a percent of net sales, were virtually
unchanged. Selling, general and administrative expenses reached $379 million for
Nine Months 2001 compared to $368 million reported for the same period a year
ago.
Operating income in Third Quarter 2001 reached $85 million versus $77
million for the same period last year, an increase of ten percent. For Nine
Months 2001, operating income increased by 14 percent to reach $213 million
compared to $187 million reported for the comparable period last year, excluding
the pretax impact of nonrecurring charges reported for Nine Months 2000.
<PAGE>
Net interest expense for Third Quarter 2001 decreased two percent to $27
million from $28 million reported for same period a year ago, despite higher
average borrowing costs. The decline in net interest expense for the quarter is
primarily attributed to lower average borrowings when compared to Third Quarter
2000 as the Company continues to use free cash flow to pay down debt. For Nine
Months 2001, net interest expense increased five percent to reach $82 million
versus $78 million for the same period a year ago. The increase in net interest
expense can be primarily attributed to higher debt levels for the full period
related to financing the Franciscan and Simi acquisitions.
Net income for Third Quarter 2001 grew 17 percent to reach $35 million
versus $30 million reported for the comparable quarter a year ago. Earnings per
share on a fully diluted basis were $1.87 versus $1.60, an increase of 17
percent when compared to the comparable period last year. For Nine Months 2001,
net income increased 21 percent to reach $79 million versus $65 million for the
comparable period a year ago, excluding the after-tax impact of nonrecurring
charges reported for Nine Months 2000. Earnings per share on a fully diluted
basis were $4.24 for Nine Months 2001, representing an increase of 20 percent
when compared to fully diluted earnings per share of $3.52 for the same period
last year, excluding the after-tax impact of nonrecurring charges reported for
Nine Months 2000.
BARTON
Barton's net sales for Third Quarter 2001 grew 13 percent to reach $242
million. Beer sales increased 22 percent for the quarter, primarily driven by
volume increases. Increases in branded spirits sales of 6% were offset by lower
contract manufacturing sales.
Operating income grew 12 percent to reach $46 million versus $41 million
reported for the comparable period last year, led by increases in the imported
beer portfolio.
Compared to the prior period, net sales and operating income for Nine
Months 2001 increased to $763 million and $136 million, respectively, or 15
percent and 18 percent, respectively. On a pro forma basis, net sales and
operating income grew 13 percent and 15 percent, respectively.
CANANDAIGUA WINE
Canandaigua Wine's net sales for Third Quarter 2001 decreased to $184
million compared to $207 million reported for the comparable quarter last year.
Increases in Arbor Mist and Paul Masson Grande Amber sales were offset by lower
champagne sales during Third Quarter 2001 compared to the prior year, which
included the impact associated with the Millennium, lower table wine sales and
lower bulk wine and grape juice concentrate sales.
Operating income for Third Quarter 2001 was $16 million versus $19 million
reported for the same period a year ago due to lower sales.
Net sales and operating income for Nine Months 2001 were $514 million and
$35 million, respectively. For the comparable period a year ago, net sales and
operating income were $541 million and $37 million, respectively, excluding the
pretax impact of nonrecurring charges reported for Nine Months 2000.
MATTHEW CLARK
Matthew Clark's net sales for Third Quarter 2001 were $180 million versus
$205 million reported for the comparable quarter a year ago, a decrease of 12
percent, due to an adverse foreign currency impact amounting to $25 million. On
a currency-adjusted basis, sales increases in branded table wine, packaged cider
and sales from Forth Wines, which was acquired on October 27, 2000, were offset
by declines in draft cider and private label.
Operating income for Third Quarter 2001 reached $18 million, an increase of
21 percent when compared with $15 million reported for the comparable period
last year. The growth in operating income is primarily related to the following
areas: continued benefits received from depot rationalization and a focus on
customer profitability in the wholesale business; realization of the full
benefit of the cider mill consolidation which was completed in the spring of
1999; and the shift from private label business to focus on higher margin
branded business.
<PAGE>
Net sales for Nine Months 2001 were $519 million versus $555 million
reported for the same period last year. Net sales were up approximately one
percent adjusting for the adverse impact of foreign currency fluctuations,
amounting to $42 million. Excluding the pretax nonrecurring charges reported for
Nine Months 2000, operating income increased ten percent to reach $41 million
versus $37 million reported for the same period last year. Adjusting for foreign
currency fluctuations, operating income would have increased 19%.
FRANCISCAN
Franciscan's net sales for Third Quarter 2001 were $28 million versus $27
million reported for the comparable quarter last year. Sales growth this quarter
was favorable in view of the prior year's third quarter, which was a
particularly strong quarter with sales up 37%.
Driven by increases in pricing, operating income grew to $9 million
compared to $6 million reported for the comparable quarter a year ago, an
increase of 50 percent.
Net sales and operating income for Nine Months 2001 were $71 million and
$19 million, respectively. On a pro forma basis, net sales for Nine Months 2001
increased 12 percent.
OUTLOOK
The following statements are management's current expectations for the
Company's three months ending February 28, 2001 ("Fourth Quarter 2001"). These
statements are made as of the date of this press release and are
forward-looking. Actual results may differ materially from these expectations
due to a number of risks and uncertainties.
- Fully diluted earnings per share for Fourth Quarter 2001 are expected to be
within a range of $0.95 to $0.98.
The Company anticipates holding its fourth quarter conference call to
discuss its financial results and Fiscal 2002 expectations on April 12, 2001.
STATUS OF BUSINESS OUTLOOK AND RELATED RISK FACTORS STATEMENTS
During the quarter Constellation may reiterate the estimates set forth
above under the heading Outlook (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, 2001, 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 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 April 12,
2001.
The statements made under the heading Outlook are forward-looking
statements. These forward-looking statements 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. Further,
these statements are based on management's current expectations and are subject
to a number of risks and uncertainties that could cause actual results to differ
materially from those set forth in the forward-looking statements. For a
detailed list of the risk factors that may adversely impact these
forward-looking statements, please refer to Attachment A set forth below in this
press release; please also refer to our Company's Securities and Exchange
Commission filings.
ABOUT CONSTELLATION
Constellation Brands, Inc., headquartered in Fairport, New York, is a
leader in the production, marketing and distribution of beverage alcohol
products in North America and the United Kingdom. The Company markets leading
brands, including imported beers, wines, spirits, cider and bottled water, and
is a leading drinks wholesaler in the United Kingdom. Constellation can be found
on the Internet at www.cbrands.com.
<PAGE>
CONFERENCE CALL DETAILS
A conference call to discuss the quarterly results will be hosted by
Richard Sands, CEO, and Tom Summer, CFO, on Thursday, January 4, 2001, at 10:00
a.m. EST. The conference call can be accessed by dialing (800) 860-2442. A live
listen-only web cast of the conference call is available on the Internet at
Constellation's web site: www.cbrands.com under: Investor Info.
If you are unable to participate in the conference call, there will be a
replay available on Constellation's web site.
--------------------------------------------------------------------------------
CONSOLIDATED FINANCIAL STATEMENTS FOLLOW
<PAGE>
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
November 30, 2000 February 29, 2000
(unaudited) (audited)
----------------- -----------------
ASSETS
------
CURRENT ASSETS:
Cash and cash investments $ 1,871 $ 34,308
Accounts receivable, net 386,908 291,108
Inventories, net 699,885 615,700
Prepaid expenses and other current assets 70,140 54,881
------------ ------------
Total current assets 1,158,804 995,997
PROPERTY, PLANT AND EQUIPMENT, net 536,300 542,971
OTHER ASSETS 770,686 809,823
------------ ------------
Total assets $ 2,465,790 $ 2,348,791
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Notes payable $ 121,000 $ 26,800
Current maturities of long-term debt 37,544 53,987
Accounts payable 163,195 122,213
Accrued excise taxes 44,853 30,446
Other accrued expenses and liabilities 245,538 204,771
------------ ------------
Total current liabilities 612,130 438,217
LONG-TERM DEBT, less current maturities 1,123,929 1,237,135
DEFERRED INCOME TAXES 116,523 116,447
OTHER LIABILITIES 30,337 36,152
STOCKHOLDERS' EQUITY 582,871 520,840
------------ ------------
Total liabilities and stockholders' equity $ 2,465,790 $ 2,348,791
============ ============
<PAGE>
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Three Months Three Months
Ended Ended
November 30, 2000 November 30, 1999 Percent
(unaudited) (unaudited) Change
----------------- ----------------- -------
Gross sales $ 833,447 $ 864,075 -4%
Net sales $ 629,577 $ 652,969 -4%
Cost of product sold (421,524) (443,282) -5%
----------- -----------
Gross profit 208,053 209,687 -1%
Selling, general and
administrative expenses (122,815) (132,309) -7%
----------- -----------
Operating income 85,238 77,378 10%
Interest expense, net (26,983) (27,544) -2%
----------- -----------
Income before income taxes 58,255 49,834 17%
Provision for income taxes (23,302) (19,934) 17%
----------- -----------
Net income $ 34,953 $ 29,900 17%
=========== ===========
Earnings per common share:
Basic $ 1.90 $ 1.65 15%
Diluted $ 1.87 $ 1.60 17%
Weighted average common shares
outstanding:
Basic 18,394 18,083 2%
Diluted 18,734 18,651 0%
Segment Information:
Net sales:
Barton
Beer $ 163,292 $ 134,155 22%
Spirits 79,096 80,548 -2%
----------- -----------
Net sales $ 242,388 $ 214,703 13%
Canandaigua Wine
Branded $ 162,112 $ 182,190 -11%
Other 21,484 24,925 -14%
----------- -----------
Net sales $ 183,596 $ 207,115 -11%
Matthew Clark
Branded $ 79,355 $ 93,157 -15%
Wholesale 100,725 112,049 -10%
----------- -----------
Net sales $ 180,080 $ 205,206 -12%
Franciscan $ 27,818 $ 27,473 1%
Corporate Operations and Other $ 826 $ 1,233 -33%
Intersegment eliminations $ (5,131) $ (2,761) 86%
----------- -----------
Consolidated net sales $ 629,577 $ 652,969 -4%
=========== ===========
Operating income:
Barton $ 46,370 $ 41,380 12%
Canandaigua Wine 16,453 18,850 -13%
Matthew Clark 18,431 15,193 21%
Franciscan 9,001 5,991 50%
Corporate Operations and Other (5,017) (4,036) 24%
----------- -----------
Consolidated operating income $ 85,238 $ 77,378 10%
=========== ===========
<PAGE>
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Nine Months Nine Months
Ended Ended
November 30, 2000 November 30, 1999 Percent
(unaudited) (unaudited) Change
----------------- ----------------- -------
Gross sales $ 2,436,637 $ 2,383,909 2%
Net sales $ 1,852,647 $ 1,804,718 3%
Cost of product sold (1,260,082) (1,249,781) 1%
------------ ------------
Gross profit 592,565 554,937 7%
Selling, general and
administrative expenses (379,159) (368,130) 3%
Nonrecurring charges - (5,510) N/A
------------ ------------
Operating income 213,406 181,297 18%
Interest expense, net (81,797) (78,219) 5%
------------ ------------
Income before income taxes 131,609 103,078 28%
Provision for income taxes (52,644) (41,231) 28%
------------ ------------
Net income $ 78,965 $ 61,847 28%
============ ============
Earnings per common share:
Basic $ 4.31 $ 3.43 26%
Diluted $ 4.24 $ 3.34 27%
Weighted average common shares
outstanding:
Basic 18,308 18,023 2%
Diluted 18,642 18,502 1%
Segment Information:
Net sales:
Barton
Beer $ 538,585 $ 457,961 18%
Spirits 224,203 207,697 8%
------------ ------------
Net sales $ 762,788 $ 665,658 15%
Canandaigua Wine
Branded $ 455,950 $ 477,361 -4%
Other 58,082 63,541 -9%
------------ ------------
Net sales $ 514,032 $ 540,902 -5%
Matthew Clark
Branded $ 225,338 $ 248,411 -9%
Wholesale 293,958 306,802 -4%
------------ ------------
Net sales $ 519,296 $ 555,213 -6%
Franciscan $ 71,100 $ 44,610 59%
Corporate Operations and Other $ 2,685 $ 4,122 -35%
Intersegment eliminations $ (17,254) $ (5,787) 198%
------------ ------------
Consolidated net sales $ 1,852,647 $ 1,804,718 3%
============ ============
Operating income:
Barton $ 135,818 $ 114,839 18%
Canandaigua Wine 34,849 34,869 0%
Matthew Clark 41,027 34,503 19%
Franciscan 18,659 7,562 147%
Corporate Operations and Other (16,947) (10,476) 62%
------------ ------------
Consolidated operating income $ 213,406 $ 181,297 18%
============ ============
<PAGE>
ATTACHMENT A
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
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, (i) the Company's estimated net sales growth for the quarter
ending February 28, 2001, and (ii) the Company's estimated fully diluted
earnings per share for the quarter ending February 28, 2001, (which estimates
are set forth above under the heading "Outlook"), 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 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:
PERFORMANCE OF WHOLESALE DISTRIBUTORS
* In the United States, we sell our products principally to wholesalers for
resale to retail outlets, including grocery stores, package liquor stores,
club and discount stores and restaurants. The replacement or poor
performance of our major wholesalers or our inability to collect accounts
receivable from our major wholesalers could materially and adversely affect
our results of operations and financial condition. Distribution channels
for beverage alcohol products have been characterized in recent years by
rapid change, including consolidations of certain wholesalers. In addition,
wholesalers and retailers of our products offer products, which compete
directly with our products for retail shelf space and consumer purchases.
Accordingly, there is a risk that these wholesalers or retailers may give
higher priority to products of our competitors. In the future, our
wholesalers and retailers may not continue to purchase our products or
provide our products with adequate levels of promotional support.
SUPPLIERS, RAW MATERIALS AND PRICE FLUCTUATIONS
* Our business is heavily dependent upon raw materials, such as grapes, grape
juice concentrate, grains, and alcohol from third-party suppliers and
packaging materials. We could experience raw material supply, production or
shipment difficulties, which could adversely affect our ability to supply
goods to our customers. We are also directly affected by increases in the
costs of such raw materials. Although we believe we have adequate sources
of grape supplies, in the event demand for certain wine products exceeds
expectations, we could experience shortages. In addition, one or our
largest components of cost of goods sold is that of glass bottles, which
have only a small number of producers. The inability of any of our glass
bottle suppliers to satisfy our requirements could adversely affect our
business.
<PAGE>
COMPETITION
* We are in a highly competitive industry and the dollar amount, and unit
volume, of our sales could be negatively affected by our inability to
maintain or increase prices, changes in geographic or product mix, a
general decline in beverage alcohol consumption or the decision of our
wholesale customers, retailers or consumers to purchase competitive
products instead of our products. Wholesaler, retailer and consumer
purchasing decisions are influenced by, among other things, the perceived
absolute or relative overall value of our products, including their quality
or pricing, compared to competitive products. Unit volume and dollar sales
could also be affected by pricing, purchasing, financing, operational,
advertising or promotional decisions made by wholesalers and retailers
which could affect their supply of, or consumer demand for, our products.
We could also experience higher than expected selling, general and
administrative expenses if we find it necessary to increase the number of
our personnel or our advertising or promotional expenditures to maintain
our competitive position or for other reasons.
CONSUMPTION OF PRODUCTS WE SELL
Consumer purchasing patterns and preferences may impact the consumption of
the products we sell. There are a variety of factors that may cause consumers to
decrease the amount and type of alcohol products purchased, including but not
limited to the following:
* concerns about the health consequences of consuming beverage alcohol
products and about drinking and driving;
* a trend toward a healthier diet including lighter, lower calorie beverages
such as diet soft drinks, juices and sparkling water products; and
* activities of anti-alcohol consumer groups.
EXCISE TAXES AND GOVERNMENT RESTRICTIONS
* In the United States, the federal government and individual states impose
excise taxes on beverage alcohol products in varying amounts, which have
been subject to change. Increases in excise taxes on beverage alcohol
products, if enacted, could materially and adversely affect our financial
condition or results of operations. In addition, the beverage alcohol
products industry is subject to extensive regulation by state and federal
agencies. The federal Bureau of Alcohol, Tobacco and Firearms and various
state liquor authorities regulate such matters as licensing requirements,
trade and pricing practices, permitted and required labeling, advertising
and relations with wholesalers and retailers. In recent years, federal and
state regulators have required warning labels and signage. In the United
Kingdom, Matthew Clark carries on its excise trade under a Customs and
Excise License. Licenses are required for all premises where wine is
produced. Matthew Clark holds a license to act as an excise warehouse
operator and registrations have been secured for the production of cider
and bottled water. New or revised regulations or increased licensing fees
and requirements could have a material adverse effect on our financial
condition or results of operations.
CURRENCY RATE FLUCTUATIONS/FOREIGN OPERATIONS
The Company has operations in different countries and, therefore, is
subject to the risks associated with currency fluctuations. The Company could
experience changes in its ability to obtain or hedge against foreign currency,
foreign exchange rates and fluctuations in those rates. The Company could also
be affected by nationalizations or unstable governments or legal systems or
intergovernmental disputes. These currency, economic and political uncertainties
may affect the Company's results, especially to the extent these matters, or the
decisions, policies or economic strength of the Company's suppliers, affect the
Company's foreign operations or imported beer products.
<PAGE>
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: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Executive Vice
President and Chief Financial
Officer
SUBSIDIARIES
BATAVIA WINE CELLARS, INC.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Treasurer
CANANDAIGUA WINE COMPANY, INC.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Treasurer
CANANDAIGUA EUROPE LIMITED
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Treasurer
CANANDAIGUA LIMITED
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Finance Director
(Principal Financial Officer and
Principal Accounting Officer)
POLYPHENOLICS, INC.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
ROBERTS TRADING CORP.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, President and
Treasurer
<PAGE>
CANANDAIGUA B.V.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Chief
Financial Officer
FRANCISCAN VINEYARDS, INC.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
ALLBERRY, INC.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
CLOUD PEAK CORPORATION
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
M.J. LEWIS CORP.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
MT. VEEDER CORPORATION
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
and Treasurer
BARTON INCORPORATED
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
<PAGE>
BARTON BRANDS, LTD.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BEERS, LTD.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BRANDS OF CALIFORNIA, INC.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON BRANDS OF GEORGIA, INC.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON CANADA, LTD.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON DISTILLERS IMPORT CORP.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
BARTON FINANCIAL CORPORATION
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
STEVENS POINT BEVERAGE CO.
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
MONARCH IMPORT COMPANY
Dated: January 4, 2001 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Vice President
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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
