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<SEC-DOCUMENT>0001275287-06-004675.txt : 20060901
<SEC-HEADER>0001275287-06-004675.hdr.sgml : 20060901
<ACCEPTANCE-DATETIME>20060901145156
ACCESSION NUMBER:		0001275287-06-004675
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060901
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060901
DATE AS OF CHANGE:		20060901

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONSTELLATION BRANDS, INC.
		CENTRAL INDEX KEY:			0000016918
		STANDARD INDUSTRIAL CLASSIFICATION:	BEVERAGES [2080]
		IRS NUMBER:				160716709
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0228

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08495
		FILM NUMBER:		061071357

	BUSINESS ADDRESS:	
		STREET 1:		370 WOODCLIFF DRIVE, SUITE 300
		CITY:			FAIRPORT
		STATE:			NY
		ZIP:			14450
		BUSINESS PHONE:		585-218-3600

	MAIL ADDRESS:	
		STREET 1:		370 WOODCLIFF DRIVE, SUITE 300
		CITY:			FAIRPORT
		STATE:			NY
		ZIP:			14450

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CONSTELLATION BRANDS INC
		DATE OF NAME CHANGE:	20000920

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CANANDAIGUA BRANDS INC
		DATE OF NAME CHANGE:	19970902

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CANANDAIGUA WINE CO INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>cb7051.txt
<DESCRIPTION>FORM 8-K
<TEXT>
================================================================================

                                  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.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                   001-08495               16-0716709
  ----------------------------        ------------         -------------------
  (State or other jurisdiction        (Commission           (I.R.S. Employer
       of incorporation)              File Number)         Identification No.)

  370 Woodcliff Drive, Suite 300, Fairport, New York             14450
  --------------------------------------------------          ----------
       (Address of principal executive offices)               (Zip Code)

        Registrant's telephone number, including area code (585) 218-3600

                                 Not Applicable
          -------------------------------------------------------------
          (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))

================================================================================

<PAGE>

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
                       -----------     -----------------------------------------
                          99.1         Press Release of the Company dated
                                       September 1, 2006.

<PAGE>

                                   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
                                                   -----------------------------
                                                   Thomas S. Summer
                                                   Executive Vice President and
                                                   Chief Financial Officer

<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.    Description
- -----------    -----------------------------------------------------------------
(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.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>cb7051ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

NEWS RELEASE
26

CONTACTS:
MEDIA RELATIONS                                        INVESTOR RELATIONS
Mike Martin - 585-218-3669                             Bob Czudak - 585-218-3668
Kevin Harwood - 585-218-3666

      CONSTELLATION BRANDS REPORTS AUTOMATIC CONVERSION OF ITS OUTSTANDING
                                DEPOSITARY SHARES

         FAIRPORT, N.Y., Sept.1, 2006 -- Constellation Brands, Inc. (NYSE: STZ),
(ASX: CBR) announced today that its outstanding depositary shares, each
representing 1/40th of a share of Constellation's 5.75% Series A Mandatory
Convertible Preferred Stock (the "Preferred Stock"), automatically converted
into shares of Constellation'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. The depositary shares converted at a
rate of 1.4638 shares of Class A Common Stock per depositary share.

         The automatic conversion, together with optional conversions during
August 2006, increased Constellation's outstanding shares of Class A Common
Stock by approximately 9,983,000 shares. As a result of the automatic
conversion, Constellation will no longer pay quarterly dividends on the
Preferred Stock. No fractional shares of Constellation's Class A Common Stock
were issued in the automatic conversion. Each holder of depositary shares is
receiving cash in lieu of any fractional shares of Constellation's Class A
Common Stock otherwise issuable upon conversion of the depositary shares.

About Constellation Brands

         Constellation Brands, Inc. is a leading international producer and
marketer of beverage alcohol brands with a broad portfolio across the wine,
spirits and imported beer categories. Well-known brands in Constellation's
portfolio include: Almaden, Arbor Mist, Vendange, Woodbridge by Robert Mondavi,
Hardys, Nobilo, Kim Crawford, Alice White, Ruffino, Kumala, Robert Mondavi
Private Selection, Rex Goliath, Toasted Head, Blackstone, Ravenswood, Estancia,
Franciscan Oakville Estate, Inniskillin, Jackson-Triggs, Simi, Robert Mondavi
Winery, Stowells, Blackthorn, Black Velvet, Mr. Boston, Fleischmann's, Paul
Masson Grande Amber Brandy, Chi-Chi's, 99 Schnapps, Ridgemont Reserve 1792,
Effen Vodka, Corona Extra, Corona Light, Pacifico, Modelo Especial, Negra
Modelo, St. Pauli Girl, Tsingtao. For additional information about Constellation
Brands, as well as its product portfolio, visit the company's Web site at
http://www.cbrands.com.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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