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): April 13, 2005 (April 8, 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 5.02(d).
On April 11, 2005, Patrick Bousquet-Chavenne was elected to the Registrant's
Board of Directors, which election will be effective May 12, 2005. A press
release issued by the Registrant in connection with these distribution
agreements is filed as Exhibit 99.1 hereto.
Item 8.01. Other Events
Brown-Forman Corporation (the "Company") has been advised that Owsley Brown
Frazier entered into a Rule 10b5-1 trading plan effective April 8, 2005 (the
"Plan") with J.J.B. Hilliard Lyons, Inc. ("Broker"), acting as agent for Mr.
Frazier. The Plan authorizes the Broker to sell up to a total of 219,177 shares
of the nonvoting Class B Common Stock of the Company that Mr. Frazier owns.
Under the Plan, shares may be sold so long as the gross sales price is not less
than a specified amount per share, subject to certain limitations. Sales may be
made under the Plan through September 30, 2005 unless the Plan is terminated
before that date. Under the Plan, Mr. Frazier will not have any control over the
timing of any sales under the Plan.
The Company was informed by Mr. Frazier that he entered into the Plan in order
to sell a small fraction of his Brown-Forman Corporation shareholdings for
liquidity and investment diversification purposes. Mr. Frazier is a member of
the Board of Directors of the Company and from 1983 to 2000, served as the Vice
Chairman.
The Company subsequently has been advised that pursuant to the Plan, on April
11, 2005 the Broker sold 100,000 shares of Class B Common Stock at a price of
$55.04 per share and on April 12, 2005, the Broker sold the remaining 119,177
shares of Class B Common Stock it is authorized to sell under the Plan, at a
price of $54.97 per share. Therefore, all sales under the Plan have been
completed.
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: April 13, 2005 By: /s/ Nelea A. Absher
Nelea A. Absher
Vice President and
Assistant Corporate Secretary
Exhibit 99.1
FOR IMMEDIATE RELEASE
ESTEE LAUDER EXECUTIVE JOINS BROWN-FORMAN BOARD
Louisville, KY, April 11, 2005 -- Brown-Forman Corporation Chairman and Chief
Executive Officer Owsley Brown II announced today the election of Patrick
Bousquet-Chavanne to the company's Board of Directors.
Patrick Bousquet-Chavanne is group president of The Estee Lauder Companies Inc.,
a nearly six billion dollar family-controlled public company based in New York
City. After beginning his career in 1979 at Elizabeth Arden, Mr.
Bousquet-Chavanne joined Estee Lauder in 1989 as general manager of Aramis
International, Inc., and later managed the company's global travel retailing
business. He served three years as president of Estee Lauder International,
Inc., where he was responsible for the direction of all brands within The Estee
Lauder Companies in Europe, the Middle East, Africa, Latin America and the Asia
Pacific region. He was appointed group president in 2001. Mr. Bousquet-Chavanne
has earned masters degrees at Ecole Superieure de Commerce in Marseille, France
and Purdue University in Indiana.
"Patrick Bousquet-Chavanne's insightful mind and his extensive experience as a
consumer-products marketer around the world and as a leading executive at a
family-controlled public company make him an ideal addition to our Board," said
Brown-Forman Chairman Owsley Brown.
"I am honored to be selected to sit on the Board of Brown-Forman Corporation
because it has some of the most recognized and sought after brands in the
world," stated Mr. Bousquet-Chavanne. "The company has an outstanding portfolio
of brands with global appeal, an admirable track record and a great tradition. I
look forward to helping this dynamic organization move forward into the future."
As the election of Mr. Bousquet-Chavanne becomes effective May 12, 2005, the
size of Brown-Forman's Board of Directors will increase from 12 to 13.
Brown-Forman Corporation is a diversified producer and marketer of fine quality
consumer products, including Jack Daniel's, Southern Comfort, Finlandia,
Canadian Mist, Fetzer and Bolla Wines, Korbel California Champagnes, Lenox,
Dansk, and Gorham tableware and giftware, and Hartmann Luggage.