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): June 2, 2006 (May 31, 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 June 1, 2006, Brown-Forman Corporation issued a press release announcing that
closed its acquisition of Chambord Liqueur and related assets. A copy of the
press release is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Press Release, dated June 1, 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: June 2, 2006 By: /s/ Nelea A. Absher
Nelea A. Absher
Vice President and Assistant
Corporate Secretary
Exhibit Index
99.1 Press Release, dated June 1, 2006, issued by Brown-Forman Corporation.
Exhibit 99.1
FOR IMMEDIATE RELEASE
BROWN-FORMAN COMPLETES CHAMBORD ACQUISITION
June 1, 2006, Louisville, KY - Brown-Forman Corporation announced today that it
has completed its acquisition of Chambord Liqueur and all related assets from
Chatam International Incorporated and its operating subsidiary, Charles Jacquin
et Cie Inc., for $255 million dollars in cash, which includes assumed debt. With
the close of the transaction, Brown-Forman acquires the Chambord trademark,
French manufacturing operations where the brand is produced, and the services of
20 employees who work at the facility.
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.
Lazard acted as exclusive financial advisor to Brown-Forman Corporation in this
transaction. Michel Dyens & Co. acted as the exclusive financial advisor for
Chatam International Incorporated.
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 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;
- limitations and restrictions on distribution of products and 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, Euro, and Australian Dollar;
- 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 or sell 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;
- termination of our rights to distribute and market agency brands included in
our portfolio;
- adverse developments as a result of state investigations of beverage alcohol
industry trade practices of suppliers, distributors and retailers.