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 23, 2005 (September 23, 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 September 23, 2005, Brown-Forman Corporation issued a press release
announcing that it intends to become the 100 percent owner of its Australian
distribution company, effective in February 2006.
This report contains statements that constitute "forward-looking statements" as
defined under U.S. federal securities laws. Generally, words such as "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 September 23, 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: September 23, 2005 By: /s/ Nelea A. Absher
Nelea A. Absher
Vice President and Assistant
Corporate Secretary
Exhibit Index
99.1 Press Release, dated September 23, 2005, issued by Brown-Forman
Corporation.
Exhibit 99.1
FOR IMMEDIATE RELEASE
BROWN-FORMAN TO BECOME 100% OWNER OF AUSTRALIAN DISTRIBUTOR
LOUISVILLE, KY, September 23, 2005 - Brown-Forman and Pernod Ricard have agreed
on an ownership change that will affect Australian spirits distributor, Swift
and Moore Pty Limited.
Brown-Forman, a 50% shareholder of Swift & Moore, has announced its intention to
continue the exclusive distribution of its portfolio of brands (Jack Daniel's,
Southern Comfort, Finlandia Vodka, Gentleman Jack, Jack Daniel's Single Barrel,
Woodford Reserve and Tuaca liqueur) in Australia through Swift & Moore. Swift &
Moore is expected to become a wholly owned subsidiary of Brown-Forman in
February 2006. The changes are expected to result in the eventual elimination of
approximately 35 positions in Swift & Moore, which represents less than 20% of
the total workforce. These will primarily be in areas directly related to the
marketing of Allied Domecq brands and other support roles, with virtually no
change to the customer-facing sales force.
Pernod Ricard, which became a joint owner of Swift & Moore following its recent
acquisition of Allied Domecq, has decided to withdraw as 50% shareholder of
Swift & Moore and to transfer distribution of Ballantines Scotch, Beefeater Gin,
Kahlua, Malibu and Tia Maria Liqueurs to its wholly-owned subsidiary, Orlando
Wyndham, in February 2006.
The President of Brown-Forman Spirits Asia-Pacific, Stuart Beck, commented,
"Swift & Moore has a long history with Brown-Forman brands, and an outstanding
sales record in the Australian market. The decision to bring Swift & Moore into
the Brown-Forman family is a natural extension of our current relationship and a
reflection of our confidence in its ability to represent our brands and our
company culture."
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 Champagne 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;
- lower consumer confidence or purchasing associated with the aftermath of
hurricane Katrina which occurred in August, 2005.
- 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 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 oil prices;
- effects from recent published trends suggesting a slight reduction in the
growth rate of distilled spirits in the U.S. market;
- 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;
- changes in distribution arrangements in major markets;
- increases in the price of raw materials including grapes, grain, wood, and
plastic;
- 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.