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): March 16, 2006 (March 16, 2006)
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 March 16, 2005, Brown-Forman Corporation issued a press release announcing
that it entered into an agreement to purchase the Chambord brand and related
assets for a purchase price of $ 255 million in cash, subject to certain
conditions to the parties' obligations to close. A copy of the press release is
furnished herewith as Exhibit 99.1.
This report contains statements that constitute "forward-looking statements" as
defined under U.S. federal securities laws. Generally, words such as "expects,"
"will" 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.
Item 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Press Release, dated March 16, 2006
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: March 16, 2006 By: /s/ Nelea A. Absher
Nelea A. Absher
Vice President and Assistant
Corporate Secretary
Exhibit Index
99.1 Press Release, dated March 16, 2006, issued by Brown-Forman Corporation.
Exhibit 99.1
FOR IMMEDIATE RELEASE
BROWN-FORMAN TO ACQUIRE CHAMBORD LIQUEUR
March 16, 2006, Louisville, KY - Brown-Forman Corporation announced today that
it has reached agreement with Charles Jacquin et Cie, owner and producer of
Chambord Liqueur, to purchase the Chambord brand and all related assets for $255
million dollars in cash.
Chambord is a super-premium, black raspberry liqueur that is produced and
bottled in France. Often noted for its unique, delicious flavor and distinctive
oval packaging, Chambord is highly versatile and, therefore, poised to
participate strongly in the exciting "cocktail culture" that is helping drive
the growth of spirits today. The brand has grown steadily throughout its 25-year
history, with its strongest development thus far in the United States.
N.J. Sky Cooper, chief executive officer of Charles Jacquin et Cie said:
"Chambord is a brand of great history and character. We believe Brown-Forman is
best suited to take the reigns of this special brand because we share a common
brand-building philosophy, one that has enabled us to build Chambord to where it
is today and that will enable Brown-Forman to take the brand to the next stage
of global development. We have great admiration and respect for their team and
look forward to watching our family's brand grow in Brown-Forman's capable
hands."
"We are thrilled to add Chambord to Brown-Forman's portfolio of brands," stated
Paul Varga, Brown-Forman's chief executive officer. "As a unique, super-premium
spirit brand in the fast-growing liqueur segment, Chambord fits nicely with our
approach to brand building. We have admired from afar the healthy, consistent
manner in which it has been built, and look forward to developing it further in
the many years ahead."
Lazard acted as exclusive financial advisor to Brown-Forman Corporation in this
transaction. Michel Dyens & Co. acted as the exclusive financial advisor for
Charles Jacquin.
Brown-Forman Corporation 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, and
Hartmann Luggage.
Charles Jacquin is a privately held producer, marketer and distributor of
quality spirits products under familiar brand names such as Pravda, Jacquin, and
Bartender Cocktails.
IMPORTANT NOTE ON FORWARD-LOOKING STATEMENTS:
This report 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;
- lower consumer confidence or purchasing in the wake of catastrophic events;
- tax increases, whether at the federal or state level or in major
international markets and/or tariff barriers or other restrictions affecting
beverage alcohol;
- restrictions on alcohol marketing, including advertising and promotion, as a
result of stricter governmental policies adopted either in the United States
or globally;
- adverse developments in the class action lawsuits filed against Brown-Forman
and other spirits, beer and wine manufacturers alleging that our industry
conspired to promote the consumption of alcohol by those under the legal
drinking age;
- a strengthening U.S. dollar against foreign currencies, especially the
British Pound;
- reduced bar, restaurant, hotel and travel business in wake of terrorist
attacks or threats, such as occurred in September, 2001 in the U.S. and in
July, 2005 in London;
- lower consumer confidence or purchasing associated with rising energy prices;
- a decline in U.S. spirits consumption as might be indicated by recent
published trends suggesting a slight reduction in the growth rate of
distilled spirits consumption;
- longer-term, a change in consumer preferences, social trends or cultural
trends that results in the reduced consumption of our premium spirits brands;
- changes in distribution arrangements in major markets that limit our ability
to market our products;
- increases in the price of energy or raw materials, including grapes, grain,
wood, glass, and plastic;
- excess wine inventories or a further world-wide oversupply of grapes;
- adverse developments as a result of state investigations of beverage alcohol
industry trade practices of suppliers, distributors and retailers.