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 1, 2005
Brown-Forman Corporation
(Exact name of registrant as specified in its charter)
Delaware 002-26821 61-0143150
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
850 Dixie Highway, Louisville, Kentucky 40210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (502) 585-1100
Item 7.01 Regulation FD Disclosure
On April 1, 2005, the Registrant entered into a series of distribution
agreements for its spirits brands in a number of European countries, including
Italy, Spain, and Germany. A press release issued by the Registrant in
connection with these distribution agreements is furnished as Exhibit 99.1
hereto.
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.
Brown-Forman Corporation
(Registrant)
Date: April 6, 2005 By: /s/ Nelea A. Absher
Nelea A. Absher
Vice President and
Assistant Corporate Secretary
Exhibit 99.1
FOR IMMEDIATE RELEASE
BROWN-FORMAN ANNOUNCES NEW DISTRIBUTION AGREEMENTS IN CONTINENTAL EUROPE AND
RUSSIA
Louisville, KY, April 1, 2005 -- Brown-Forman announced today that it is
entering into new distribution agreements for its spirits brands in a number of
European countries, including Italy, Spain, France, and Germany, one of the
company's largest markets. A distributor change will also be made in Russia.
"Following a comprehensive strategic review of the opportunities for our brands
in Europe, Africa, and Eurasia, as well as an assessment of distribution options
available to us, we have decided to implement new forward-looking distribution
arrangements to help us accelerate the development of our brands in these
important markets," said Owsley Brown II, chairman and chief executive officer
of Brown-Forman.
In most European markets, Brown-Forman principally markets the Jack Daniel's
family of brands, Southern Comfort, Finlandia Vodka, and Woodford Reserve.
Brown-Forman will continue its long-term partnership with Bacardi in Germany
under an improved arrangement whereby Brown-Forman will assume greater control
over marketing and will be a full partner in marketplace brand-building
activities. The company will also retain title to its products until just prior
to when they are sold to the retail trade. The company said that this and other
smaller changes are expected to result in a delay in revenue of about $8
million, which will be fully recognized in the fourth quarter of fiscal 2005,
which, as previously indicated by the company in its third quarter earnings
release, will reduce reported earnings in the period by approximately $0.04 per
share.
In Italy, Brown-Forman will enter into a distribution agreement with Campari,
the largest producer of premium beverages in that market. In Spain, Brown-Forman
is appointing VIESA as its new distributor. Spain is an important whiskey market
and one which Brown-Forman believes holds tremendous potential, particularly for
Jack Daniel's. "We are most appreciative of the fine job that Bacardi and its
sales representatives have done for us in past years in Italy and Spain, but we
are equally excited about the future of our brands under the new partnerships,"
stated J. Andrew Smith, president of Europe, Africa, and Eurasia for
Brown-Forman Beverages.
Bacardi will become Brown-Forman's new distributor in Russia, replacing Trianon.
"Our brands have great potential in Russia, and we believe Bacardi is an
excellent partner to help us achieve success there," Smith said.
Brown-Forman is pleased to reappoint W.S. Karoulias to represent the company's
brands in Greece and Bacardi to represent Brown-Forman brands in France,
Portugal, Austria, Belgium, Netherlands, Denmark and several other European
markets.
Brown-Forman and Bacardi's partnership in Europe began nearly 20 years ago, when
the two began working together in Germany. Owsley Brown stated, "Bacardi has
been an excellent partner in Brown-Forman's European development, and a strong
relationship is important to both companies going forward."
Brown-Forman is a diversified producer and marketer of fine quality consumer
products, including Jack Daniel's, Southern Comfort, Finlandia Vodka, Canadian
Mist, Fetzer and Bolla Wines, Korbel California Champagnes, Lenox, Dansk, and
Gorham tableware and giftware and Hartmann Luggage.
IMPORTANT NOTE ON FORWARD-LOOKING STATEMENTS:
This news release contains statements, estimates, or projections that constitute
"forward-looking statements" as defined under U.S. federal securities laws.
Generally, the words "expect," "believe," "intend," "estimate," "will,"
"anticipate," and "project," and similar expressions identify a forward-looking
statement, which speaks only as of the date the statement is made. Except as
required by law, we do not intend to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise.
We believe that the expectations and assumptions with respect to our
forward-looking statements are reasonable. But by their nature, forward-looking
statements involve known and unknown risks, uncertainties and other factors that
in some cases are out of our control. These factors could cause our actual
results to differ materially from Brown-Forman's historical experience or our
present expectations or projections. Here is a non-exclusive list of such risks
and uncertainties:
- changes in general economic conditions, particularly in the United States
where we earn the majority of our profits;
- a strengthening U.S. dollar against foreign currencies, especially the
British Pound;
- reduced bar, restaurant, hotel and travel business in wake of other terrorist
attacks, such as occurred on 9/11;
- developments in the class action lawsuits filed against Brown-Forman and
other spirits, beer and wine manufacturers alleging that our advertising
causes illegal consumption of alcohol by those under the legal drinking age,
or other attempts to limit alcohol marketing, through either litigation or
regulation;
- a dramatic change in consumer preferences, social trends or cultural trends
that results in the reduced consumption of our premium spirits brands;
- tax increases, whether at the federal or state level;
- increases in the price of grain and grapes;
- continued depressed retail prices and margins in our wine business because of
our excess wine inventories, existing grape contract obligations, and a
world-wide oversupply of grapes; and
- the effects on our Consumer Durables business of the general economy,
department store business, response rates in our direct marketing business,
and profitability of mall outlet operations.