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): December 21, 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
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))
Item 8.01. Other Events
The Brown-Forman Corporation (the "Company") has been advised that the trustee
and the advisory committee for the Dace Brown Stubbs Trust has entered into a
Rule 10b5-1 trading plan to sell up to a total of 152,824 shares of the
nonvoting Class B Common Stock of the Company owned by the trust. Dace Brown
Stubbs, a director of the Company and a member of the Brown family, is a
contingent beneficiary of the trust. Under the plan, shares may be sold so long
as the gross sales price is not less than a specified amount per share, subject
to certain limitations. Sales pursuant to the plan may be executed beginning on
or about December 21, 2005 and ending on January 31, 2006, unless the plan is
terminated earlier. Neither Ms. Stubbs nor any of the advisors to the trusts
(Dace Brown Stubbs, Owsley Brown Frazier (also a director of the Company) and
Mr. W.L. Lyons Brown, Jr.) will have any control over the timing of any sales
under the plan. There can be no assurance that any shares covered by the plan
will be sold.
The Company was informed that the trust entered into the plan for liquidity and
investment diversification purposes.
Item 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
99.1 Press Release, dated December 21, 2005
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: December 21, 2005 By: /s/ Nelea A. Absher
Nelea A. Absher
Vice President and Assistant
Corporate Secretary
Exhibit Index
Exhibit No. Description
---------- -----------
99.1 Press Release, dated December 21, 2005
Exhibit 99.1
FOR IMMEDIATE RELEASE
BROWN-FORMAN CORPORATION DIRECTOR ADOPTS 10B5-1 SHARE TRADING PLAN
LOUISVILLE, Ky., Dec 21, 2005 - Brown-Forman Corporation (NYSE: BFA, BFB)
announced today that Director Dace Brown Stubbs has adopted a personal stock
trading plan pursuant to guidelines specified under the Securities and Exchange
Act of 1934 and the company's policies with respect to insider sales.
Ms. Stubbs, a Brown family member, informed the company that she plans to sell
up to 152,824 shares [valued at approximately $10.7 million] of Brown-Forman
Class B nonvoting stock by or before January 31, 2006, as a part of a strategy
to retire debt related to personal business interests. Ms. Stubbs said she
"remains enthusiastic about the company's future prospects and is a committed
long-term shareholder."
Rule 10B5-1 allows corporate officers and directors to adopt written,
pre-arranged stock trading plans when they are not in possession of material,
non-public information. Based on her public filings, shares to be sold under the
Rule 10B5-1 plan adopted by Ms. Stubbs represent a small percentage of her
personal holdings of Brown-Forman common stock. Transactions under this plan
will be disclosed publicly through Form 144 and Form 4 filings as required by
the Securities and Exchange Commission.
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.
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 United States associated with
the aftermath of hurricanes Katrina, Rita and Wilma, all of which occurred
this year;
- 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 advertising
causes illegal 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.