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): July 27, 2007 (July 26, 2007)
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.):
[ ] 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 2.02. Results of Operations and Financial Condition.
On July 26, 2007, Brown-Forman Corporation (the "Company" or "Brown-Forman")
issued a press release commenting on financial and operating results for the
fiscal year ended April 30, 2007. A copy of the press release is attached as
Exhibit 99.1 to this current report on Form 8-K and is incorporated herein in
its entirety by this reference.
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.
This information furnished pursuant to this Item 2.02 (and the related
information in Exhibit 99.1) shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
shall not be deemed to be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act except as shall be
expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure
On July 26, 2007, the Company isued a press release announcing that its Board of
Directors approved a regular cash dividend of $30.25 per share on Class A and
Class B Common Stock. Stockholders of record on September 4, 2007 will receive
the cash dividend on October 1, 2007. A copy of the press release is attached as
Exhibit 99.1 to this current report on Form 8-K and is incorporated herein in
its entirety by this reference.
This information furnished pursuant to this Item 7.01 (and the related
information in Exhibit 99.1) shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
shall not be deemed to be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act except as shall be
expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Press Release, dated July 26, 2007
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: July 27, 2007 By: /s/ Nelea A. Absher
Nelea A. Absher
Vice President and Assistant
Corporate Secretary
Exhibit Index
99.1 Press Release, dated July 26, 2007, issued by Brown-Forman Corporation.
Exhibit 99.1
FOR IMMEDIATE RELEASE
BROWN-FORMAN SHAREHOLDERS SALUTE RETIRING CHAIRMAN AND HEALTHY BUSINESS
Directors Re-elected; Dividend Declared
Louisville, KY, July 26, 2007 - At today's annual meeting, Brown-Forman
Corporation stockholders celebrated the nearly 40-year career of company
Chairman Owsley Brown II, who is retiring from executive service on September
30. Brown, who joined Brown-Forman as assistant treasurer in 1968, has been
chairman since 1995 and also served as chief executive officer from 1993 to
2005.
Brown-Forman President and Chief Executive Officer Paul Varga, who becomes
chairman of the corporation on August 1, lauded Brown's tenure. "Under Owsley
Brown's leadership and direction, Brown-Forman has been transformed into a truly
global enterprise," stated Varga. "More importantly, he has positioned our
company for continued growth and prosperity in the future."
When Brown became CEO in 1993, only 22% of the company's net sales revenue was
derived from outside the U.S. Today, 47% of the revenue comes from international
markets, even as the company's business in the U.S. has continued to show
healthy gains. During Brown's tenure as head of the company, Jack Daniel's
depletions have more than doubled, to over nine million cases, as the brand is
now sold in more than 135 countries across the globe.
An even broader measure of Brown's successful leadership is indicated by the
company's earnings growth. Brown-Forman's earnings from continuing operations
grew from $0.83 per share in fiscal 1993 to $3.22 per share in fiscal 2007, a
compound annual growth rate of 10%.
Healthy Business
Brown-Forman shareholders also applauded the company's record earnings of $3.22
per share from continuing operations for the fiscal year ended April 30, 2007,
driven by continued volume growth and margin improvement from the company's
premium brands. Diluted earnings per share from continuing operations for the
full year were up 1% on a reported basis and 11% on an underlying basis. Over
the past three years, the company achieved an underlying compound growth rate of
12% in EPS, on a comparable basis, surpassing the company's estimated organic
growth rate of 7% for the industry.
Owsley Brown told shareholders that he is leaving the company in good hands. "I
have great confidence in Paul Varga, an exceptional leader with more than 20
years at Brown-Forman. Paul and his superb team are committed to delivering
excellent long-term growth of our company for the benefit of our shareholders.
"I also know that when Garvin Brown IV, another of our outstanding young
leaders, becomes Presiding Chairman of our Board of Directors in September, he
will have great success in helping shape and facilitate the variety of important
activities our strong Board undertakes to ensure our long-term prosperity," said
Owsley Brown.
Directors Re-elected
Brown-Forman re-elected the following people to its Board of Directors: Owsley
Brown II, Paul C. Varga, Patrick Bousquet-Chavanne, Barry D. Bramley, Geo.
Garvin Brown IV, Martin S. Brown, Jr., Donald G. Calder, Sandra A. Frazier,
Richard P. Mayer, William E. Mitchell, Matthew R. Simmons, William M. Street,
Dace Brown Stubbs, and James S. Welch, Jr.
Dividend Declaration
At its meeting, the Board of Directors approved a regular quarterly cash
dividend of 30.25 cents per share on Class A and Class B Common Stock.
Stockholders of record on September 4, 2007, will receive the cash dividend on
October 1, 2007. Brown-Forman has paid regular quarterly cash dividends for 62
consecutive years.
Brown-Forman Corporation is a diversified producer and marketer of fine quality
beverage alcohol brands, including Jack Daniel's, Canadian Mist, Southern
Comfort, Finlandia Vodkas, Herradura and el Jimador tequilas, Fetzer and Bolla
wines, and Korbel California Champagnes.
Important Note on Forward-Looking Statements:
This 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 a significant portion of our profits;
- lower consumer confidence or purchasing in the wake of higher energy prices
or 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 in international
markets;
- 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, Australian Dollar, and the Mexican Peso;
- reduced bar, restaurant, hotel and travel business, including travel retail,
in the wake of terrorist attacks;
- lower consumer confidence or purchasing associated with high energy prices;
- 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;
- adverse impact on performance and reported results as a consequence of
integrating acquisitions and ensuring their conformance to the company's
trade practice standards, financial controls environment and U.S. public
company requirements;
- increases in the price of energy or raw materials, including grapes, grain,
wood, glass, and plastic;
- excess wine inventories or a world-wide oversupply of grapes or agave;
- termination of our rights to distribute and market agency brands included in
our portfolio;
- counterfeit production of our products and any resulting negative effect on
our intellectual property rights or brand equity; and
- adverse developments as a result of state or federal investigations of
beverage alcohol industry trade practices of suppliers, distributors and
retailers.