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): November 28, 2007 (November 28, 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 7.01. Regulation FD Disclosure
On November 28, 2007, Brown-Forman Corporation (the "Company") issued a press
release announcing that its Board of Directors has authorized the repurchase of
up to $200 million of the Company's outstanding Class A and Class B common stock
over the next twelve months, subject to market conditions. Under this plan, the
Company can repurchase shares from time to time for cash in open market
purchases, block transactions, and privately negotiated transactions, in
accordance with applicable federal securities laws. This share repurchase
program may be modified, suspended, terminated or extended by the Company at any
time without prior notice.
The information contained in this Current Report on Form 8-K is being furnished
and shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits
(d) The following Exhibit is furnished as part of this Current Report on
Form 8-K.
99.1 Brown-Forman Corporation Press Release dated November 28, 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: November 28, 2007 By: /s/ Nelea A. Absher
Nelea A. Absher
Vice President and Assistant
Corporate Secretary
Exhibit 99.1
FOR IMMEDIATE RELEASE
BROWN-FORMAN ANNOUNCES $200 MILLION SHARE REPURCHASE PLAN
Louisville, KY, November 28, 2007 - Brown-Forman Corporation announced that its
Board of Directors has authorized the repurchase of up to $200 million of
outstanding Class A and Class B common stock over the next 12 months, subject to
market conditions. Under this plan, the company can repurchase shares from time
to time for cash in open market purchases, block transactions, and privately
negotiated transactions in accordance with applicable federal securities laws.
This share repurchase program may be modified, suspended, terminated, or
extended by the company at any time without prior notice.
According to Paul Varga, chief executive officer, "Our Board of Directors
authorized this action based on our company's strong balance sheet, excellent
cash flows, and our commitment to creating value for our shareholders."
The company plans to discuss this and its second quarter results during its
previously announced conference call scheduled for 10:00 a.m. (EDT) tomorrow.
Brown-Forman Corporation is a diversified producer and marketer of fine quality
beverage alcohol brands, including Jack Daniel's, Southern Comfort, Finlandia
Vodka, Tequila Herradura, el Jimador Tequila, Canadian Mist, 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 about half of our profits, including higher energy prices,
declining home prices, deterioration of the sub-prime lending market, or
other factors;
- lower consumer confidence or purchasing related to changes in economic
conditions, major natural disasters, terrorist attacks or widespread outbreak
of infectious diseases;
- 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;
- fluctuations in the U.S. dollar against foreign currencies, especially the
British Pound, Euro, Australian Dollar, and the South African Rand;
- reduced bar, restaurant, hotel and travel business, including travel retail;
- 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;
- price increases in energy or raw materials, including grapes, grain, agave,
wood, glass, and plastic;
- changes in climate conditions and agricultural uncertainties that adversely
affect the supply of grapes, agave, grain and wood;
- termination of our rights to distribute and market agency brands in our
portfolio;
- press articles or other public media related to our company, brands,
personnel, operations, business performance or prospects;
- 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.