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): August 14, 2003
Brown-Forman Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-123 61-0243150
(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 5. Other Events
On August 14, 2003, Brown-Forman Corporation issued a press release announcing
the resolution of certain litigation between itself and Diageo Great Britain
Limited relating to the distribution of Jack Daniel's Tennessee Whiskey in the
United Kingdom. A copy of the press release is filed as Exhibit 99.1 and
incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Press Release, dated August 14, 2003
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: August 14, 2003 By: /s/ Michael B. Crutcher
Michael B. Crutcher
Vice Chairman,
General Counsel and Secretary
Exhibit 99.1
FOR IMMEDIATE RELEASE
BROWN-FORMAN SETTLES LAWSUIT WITH DIAGEO GREAT BRITAIN LIMITED
Louisville, KY, August 14, 2003 - Brown-Forman Corporation announced today that
it has entered into an agreement with Diageo Great Britain Limited to settle a
lawsuit involving the distribution of Jack Daniel's Tennessee Whiskey in the
United Kingdom. The settlement agreement calls for Brown-Forman to pay Diageo
8.9 million British pounds (approximately $14.3 million) to end the controversy
between the parties.
Diageo distributed Jack Daniel's in the U.K. under a contract that expired on
July 31, 2002. Brown-Forman now distributes Jack Daniel's and its other spirits
brands under a cost-sharing agreement with Bacardi.
Brown-Forman had previously disclosed the existence of the litigation and the
amount of Diageo's claim in filings with the SEC and in its annual report for
fiscal 2003. Diageo claimed that it had the right to extend the contract for an
additional three years, based on passing certain required performance standards
in the contract. Diageo claimed damages from Brown-Forman in a range of 35
million to 42 million British pounds (approximately $56 million to $67 million)
for profits it would have earned during the extension period. Brown-Forman
denied that Diageo had met the contract extension standards and sued Diageo in
the U.K. for a legal declaration that it was not required to extend the
contract. A trial had been scheduled for March 2004. The settlement ends the
controversy between the parties, with each side to bear its own litigation
costs.
Brown-Forman's previous earnings guidance for fiscal 2004 of $4.10 per share to
$4.30 per share did not include the full impact of the Diageo settlement. The
payment to Diageo will reduce this year's earnings by approximately $0.11 per
share. However, the company still expects to achieve fiscal 2004 earnings within
its previously announced range. The company will discuss this settlement and its
quarterly results at its conference call on August 27, 2003.
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, Lenox,
Dansk, and Gorham tableware and giftware and Hartmann Luggage.