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Molson Coors Brewing Co – ‘DEFS14A’ for 5/17/01

On: Wednesday, 4/4/01, at 12:21pm ET · For: 5/17/01 · Accession #: 1035704-1-324 · File #: 1-14829

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/04/01  Molson Coors Brewing Co           DEFS14A     5/17/01    1:68K                                    Bowne BDN/FA

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Definitive Proxy Statement - Special Meeting          22     92K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Current Articles Restated Articles
1	1st Page - Filing Submission
6	Current Articles
7	Restated Articles

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================================================================================

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------

SCHEDULE 14A
SCHEDULE 14A INFORMATION

----------

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by Registrant [X]                                                         

Filed by a party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

[ ] Preliminary Proxy Statement                                                 

[ ] Confidential, for Use of the Commission Only (as permitted by Rules         
14a-6(e)(2) and 14c-5(d)(2))                                            

[X] Definitive Proxy/Information Statement                                      

[ ] Definitive Additional Materials                                             

[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12         

ADOLPH COORS COMPANY
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):                              

[X] No fee required.                                                            

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.    

[ ] Fee paid previously with preliminary materials.                             

[ ] Check box if any part of the fee is offset as provided by Exchange Act      
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement 
number, or the Form or Schedule and the date of its filing.             

================================================================================

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ADOLPH COORS COMPANY
311 10TH STREET 
GOLDEN, COLORADO 80401

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 
TO BE HELD ON MAY 17, 2001

To our Shareholders:                                                            

  You are cordially invited to attend a special meeting of shareholders of
Adolph Coors Company, which will be held at the 6th Floor Auditorium in the     
Brewery Complex, 12th and Ford Streets, Golden, Colorado 80401 on May 17, 2001  
at 2:00 p.m., local time, for the following purposes:                           

        1. To approve provisions of the Second Amended and Restated Articles
     of Incorporation that increase the number of authorized Class B shares that
we may issue and eliminate the par value of the Class A and preferred 
shares;                                                               

        2. To approve provisions of the Second Amended and Restated Articles
  of Incorporation that require equal dividends on our Class A and Class B
   common stock and allow us to distribute stock dividends to the holders of
Class A common stock in the form of shares of Class B common stock;   

        3. To approve provisions of the Second Amended and Restated Articles
 of Incorporation that authorize our board of directors to grant limited
voting rights if the board ever designates classes of our authorized  
preferred stock;                                                      

        4. To approve provisions of the Second Amended and Restated Articles
of Incorporation that establish a majority vote to approve all matters
 submitted to the shareholders, instead of the two-thirds vote currently
required for extraordinary matters;                                   

        5. To approve provisions of the Second Amended and Restated Articles
     of Incorporation that convert the Class B common stock into voting stock if
     and for so long as there are no shares of Class A common stock outstanding;

        6. To approve provisions of the Second Amended and Restated Articles
  of Incorporation that permit internal asset transfers to entities wholly
owned by us without obtaining a vote of the Class B shareholders; and 

      7. To transact such other business as may properly come before the
meeting.                                                              

Shareholders of record at the close of business on March 30, 2001 are 
entitled to vote at the meeting or any postponements or adjournments thereof. A 
list of such shareholders will be available for examination by any shareholder  
for any purposes germane to the meeting, during normal business hours, at our   
principal office, 311 10th Street, Golden, Colorado 80401, for a period of ten  
days prior to the meeting.                                                      

   Whether or not you intend to be present at the meeting in person, we urge
you to please mark, date and sign the enclosed proxy and return it in the       
envelope provided for that purpose, which does not require postage if mailed in 
the United States.                                                              

                        William K. Coors
                Chairman

Golden, Colorado                                                                
April 10, 2001                                                                  

YOU ARE URGED TO MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY. 
THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.

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ADOLPH COORS COMPANY
311 10TH STREET 
GOLDEN, COLORADO 80401
--------------------- 

PROXY STATEMENT 
--------------------- 

SPECIAL MEETING OF SHAREHOLDERS 
MAY 17, 2001

     This proxy statement is being furnished to holders of Class A Common Stock,
$1.00 par value per share ("Class A Stock") and Class B Common Stock, no par    
value per share ("Class B Stock"), of Adolph Coors Company, a Colorado          
corporation, in connection with the solicitation of proxies by our board of     
directors for use at a special meeting of our shareholders or at any adjournment
or postponement thereof, for the purposes set forth in the accompanying Notice  
of Special Meeting of Shareholders.                                             

TIME AND PLACE; PURPOSES                                                        

  The meeting will be held at 2:00 p.m. local time on May 17, 2001, at the
6th Floor Auditorium in the Brewery Complex, 12th and Ford Streets, Golden,     
Colorado 80401. At the meeting, our shareholders will be asked to consider and  
vote upon six proposals (the "Proposals") to approve various sections of the    
Second Amended and Restated Articles of Incorporation (the "Restated Articles"),
which would replace our current Amended and Restated Articles of Incorporation  
(the "Current Articles"). The Restated Articles would change the Current        
Articles by:                                                                    

    - Increasing the number of authorized Class B shares that we may issue and
  eliminating the par value of the Class A common and preferred stock;

 - Requiring equal dividends on our Class A and Class B common stock and
 allowing us to distribute stock dividends to the holders of Class A
common stock in the form of shares of Class B common stock;       

    - Authorizing our board of directors to grant limited voting rights if the
board ever designates classes of our authorized preferred stock;  

- Establishing a majority vote to approve all matters submitted to the
 shareholders, instead of the two-thirds vote currently required for
extraordinary matters;                                            

    - Converting the Class B common stock into voting stock if and for so long
as there are no shares of Class A common stock outstanding; and   

- Permitting internal asset transfers to entities wholly owned by us  
without obtaining a vote of the Class B shareholders.             

Our executive offices are located at 311 10th Street, Golden, Colorado
80401, telephone (303) 279-6565. This proxy statement and the accompanying form 
of proxy are being first mailed to shareholders on or about April 10, 2001.     

SHARES OUTSTANDING AND VOTING RIGHTS; RECORD DATE                               

  Our board of directors has fixed the close of business on March 30, 2001
(the "Record Date"), as the record date for the determination of holders of     
Class A Stock and Class B Stock entitled to receive notice of and to vote at the
meeting. Accordingly, only record holders of shares of Class A Stock and Class B
Stock at the close of business on the Record Date are entitled to notice of and 
to vote at the meeting. At the close of business on the Record Date, we had     
outstanding and entitled to vote at the meeting 1,260,000 shares of Class A     
Stock and 36,084,148 shares of Class B Stock. An additional 3,222,892 shares of 
Class B Stock were                                                              

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reserved for issuance under our employee and director stock option plans as of  
the close of business on the Record Date.                                       

   Each share of outstanding Class A Stock is entitled to one vote. Although
the Class B Stock typically is non-voting, Colorado corporate law grants Class B
Stock the right to vote on the amendments contained in the Proposals. For       
purposes of this meeting, each share of outstanding Class B Stock is entitled to
one vote. Under the Current Articles and Colorado law, the Class A Stock and    
Class B Stock will vote on each of the Proposals separately and not as a single 
class.                                                                          

  The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Class A Stock and Class B Stock entitled to vote at the   
special meeting is necessary to constitute a quorum. The affirmative vote of    
two-thirds of the total number of outstanding shares of each of the Class A     
Stock and Class B Stock will be required to approve each of the Proposals.      

 With respect to the Proposals, our shareholders may vote in favor of or
against each of the Proposals. Each Proposal will be implemented if we obtain   
the required shareholder vote to approve it.                                    

PROXIES                                                                         

All shares of Class A Stock and Class B Stock represented by properly 
executed proxies received prior to or at the meeting, and not revoked, will be  
voted in accordance with the instructions indicated in those proxies. If no     
specific instructions are given with respect to the matters to be acted upon at 
the meeting, shares of Class A Stock and Class B Stock represented by a properly
executed proxy will be voted FOR each of the Proposals. So far as our board of  
directors is aware, the Proposals are the only matters to be acted upon at the  
special meeting. As to any other matter, which may properly come before the     
meeting, the persons named in the accompanying proxy card will vote thereon in  
accordance with their best judgment. A properly executed proxy marked "ABSTAIN" 
will be counted for purposes of determining whether there is a quorum and for   
purposes of determining the aggregate voting power and number of shares         
represented and entitled to vote at the meeting, but will not be voted and will 
have the same effect as a vote cast against the matter to which the instruction 
is indicated. Shares represented by "broker non-votes" (i.e.,shares held by     
brokers or nominees which are represented at the meeting but with respect to    
which the broker or nominee is not empowered to vote on a particular proposal)  
will also be counted for purposes of determining whether there is a quorum at   
the meeting but will be deemed shares not entitled to vote and will not be      
included for purposes of determining the aggregate voting power and number of   
shares represented and entitled to vote on a particular matter.                 

   The election inspector appointed for the meeting will tabulate votes cast
in person or by proxy at the special meeting. Our transfer agent, BancBoston,   
N.A., will act as inspector of election for the meeting.                        

As of the Record Date, the Adolph Coors, Jr. Trust beneficially owned 
1,260,000 shares of Class A Stock, representing 100% of the voting power of the 
Class A Stock, and the Adolph Coors, Jr. Trust and other Coors family trusts    
owned 11,230,094 shares of Class B Stock, representing approximately 31.1% of   
the voting power of the Class B Stock. The Adolph Coors, Jr. Trust and the other
Coors family trusts have informed us that they intend to vote all of the Class A
and Class B shares beneficially owned by them in favor of each of the Proposals.

    Proxies properly executed and returned in a timely manner will be voted at
the meeting in accordance with the directions noted in the proxy. Any           
shareholder giving a proxy has the power to revoke it any time before it is     
voted, either by delivering to our Secretary a signed notice of revocation or a 
later dated signed proxy or by attending the meeting and voting in person.      
Attendance at the meeting will not in itself revoke a proxy. Any written notice 
of revocation or subsequent proxy should be sent so as to be delivered to our   
offices, Attention: Secretary, or hand delivered to our Secretary at the address
of our executive offices, at or before the vote to be taken at the meeting.     

The cost of soliciting proxies will be paid by us and by Georgeson    
Shareholder Communications Inc., who has agreed to assist in the solicitation in
exchange for a fee of $20,000 plus reimbursement of reasonable expenses. In     
addition to solicitation by mail, we may solicit proxies by telephone,          
facsimile, or by personal interviews. Our officers and employees will receive no
additional compensation for these services. Brokerage                           
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houses, nominees, fiduciaries and other custodians will be requested to forward 
soliciting material to the beneficial owners of shares held of record by them   
and will be reimbursed for their reasonable expenses in doing so.               

ANNUAL REPORT                                                                   

A copy of our Annual Report, which includes our consolidated financial
statements for the year ended December 31, 2000, is being mailed with this proxy
statement to all shareholders entitled to vote at the meeting. The Annual Report
to shareholders does not form any part of the materials for the solicitation of 
proxies.                                                                        

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL   
OWNERS                                                                          

    The following table sets forth information as of March 15, 2001, as to the
beneficial ownership of Class A Stock and Class B Stock by beneficial owners of 
more than five percent of our Class A Stock and Class B Stock, each director,   
our named executive officers and by all directors and executive officers as     
group. Unless otherwise indicated, the person or persons named have sole voting 
and investment power and that person's address is c/o Adolph Coors Company, 311 
10th Street, P.O. Box 4030, Golden, Colorado 80401. Shares of common stock      
subject to options currently exercisable or exercisable within 60 days following
the date of the tables are deemed outstanding for computing the share ownership 
and percentage of the person holding such options, but are not deemed           
outstanding for computing the percentage of any other person.                   

                                                        [Enlarge/Download Table]

                                                      AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP         
                                             -----------------------------------------------------------
                                               NUMBER OF      PERCENT OF     NUMBER OF        PERCENT OF
NAME OF BENEFICIAL OWNER                     CLASS A SHARES    CLASS(1)    CLASS B SHARES      CLASS(1) 
------------------------                     --------------   ----------   --------------     ----------
                                                                                                        
Adolph Coors, Jr. Trust, William K. Coors,                                                              
  Jeffrey H. Coors, Peter H. Coors, J.                                                                  
  Bradford Coors and Melissa E. Coors,                                                                  
  trustees..................................   1,260,000(2)     100.0%        2,940,000(2)        8.1%  
William K. Coors............................           0          0.0%        2,910,787(2)(3)     8.0%  
Peter H. Coors..............................           0          0.0%        2,945,325(2)(4)     8.1%  
May K. Coors Trust(5).......................           0          0.0%        2,589,980           7.2%  
W. Leo Kiely III............................           0          0.0%          250,348(6)          *   
Luis G. Nogales.............................           0          0.0%            2,429(7)          *   
Pamela H. Patsley...........................           0          0.0%            1,748(7)          *   
Wayne R. Sanders............................           0          0.0%            5,846(7)          *   
Albert C. Yates.............................           0          0.0%              565(7)          *   
L. Don Brown................................           0          0.0%           35,860(8)          *   
Timothy V. Wolf.............................           0          0.0%           50,349(9)          *   
All directors and executive officers as a                                                               
  group, including persons named above (19                                                              
  persons)..................................           0          0.0%       13,257,679          35.9%  

---------------                                                                 

*  Less than one percent.                                                   

(1) Based solely upon reports of beneficial ownership required filed with the 
Securities and Exchange Commission pursuant to Rule 13d-1 under the   
Securities and Exchange Act of 1934, we do not believe that any other 
    person beneficially owned, as of March 15, 2001, greater than five percent
of our outstanding Class B Stock.                                     

(2) William K. Coors and Peter H. Coors disclaim beneficial ownership of the  
shares held by the Adolph Coors, Jr. Trust.                           

(3) Includes 2,589,980 shares owned by the May K. Coors Trust of which William
   K. Coors disclaims beneficial ownership. Does not include an aggregate of
     14,160,114 shares of Class B common stock owned by a number of other trusts
that hold the shares for the benefit of certain Coors family members. 
William K. Coors is a beneficiary of certain of these trusts. The     
Commission does not require disclosure of these shares.               

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 (4) Includes 2,589,980 shares owned by the May K. Coors Trust of which Peter H.
Coors disclaims beneficial ownership. Does not include an aggregate of
    4,801,691 shares of Class B common stock owned by a number of other trusts
     that hold the shares for the benefit of certain Coors family members. Peter
   H. Coors is a beneficiary of certain of these trusts. The Commission does
   not require disclosure of these shares. Includes 2,660 shares held in the
 names of Peter H. Coors's wife and some of his children, as to which he
  disclaims beneficial ownership. This number includes options to purchase
214,501 shares of Class B common stock exercisable within 60 days.    

(5) William K. Coors, Joseph Coors, Jr., Jeffrey H. Coors and Peter H. Coors  
serve as co-trustees.                                                 

(6) This number includes options to purchase 235,925 shares of Class B common 
stock exercisable within 60 days.                                     

(7) These shares were issued as restricted stock under our 1991 Equity        
 Compensation Plan for Non-Employee Directors. Vesting in the restricted
   stock occurs at the end of the one-year term for outside directors. These
     numbers include the following number of shares which will vest in May 2001:
     Luis G. Nogales, 122; Pamela H. Patsley, 292; Wayne R. Sanders, 122; Albert
C. Yates, 365.                                                        

(8) This number includes options to purchase 35,222 shares of Class B common  
  stock exercisable within 60 days. Mr. Brown has announced his retirement
effective June 2001 and is currently serving in a modified capacity.  

(9) This number includes options to purchase 47,948 shares of Class B common  
stock exercisable within 60 days.                                     

OVERVIEW OF THE PROPOSALS 

   Our board of directors has approved and recommended that the shareholders
consider and approve the Restated Articles. A copy of the proposed Restated     
Articles is attached to this proxy statement as Exhibit A. The Restated Articles
would make significant changes to the Current Articles. The Proposals describe  
changes in the Restated Articles that the holders of our Class A Stock and Class
B Stock are required to approve. The Restated Articles also include amendments  
requiring approval only of the holders of our Class A Stock. These matters are  
being considered by the Class A holders separately and will not be discussed in 
this proxy statement.                                                           

Adoption of each of the Proposals requires the affirmative vote of    
two-thirds of the outstanding shares of each of the Class A Stock and the Class 
B Stock. The following descriptions of the Proposals summarize the major        
differences between the rights of shareholders under the Current Articles and   
under the Restated Articles, along with summaries of our reasons for proposing  
the provisions of the Restated Articles described in the Proposals. The         
following summaries are not meant to be complete and do not contain all of the  
information you may wish to review before making a decision on the Proposals. We
encourage you to read the full text of the Restated Articles attached as Exhibit
A, as well as applicable provisions of the Colorado Business Corporation Act.   

PROPOSAL 1

AUTHORIZED SHARES 

   Current Articles.  The Current Articles authorize us to issue 126,260,000
shares of stock, including:                                                     

  - 1,260,000 shares of Class A Stock with a par value of $1.00 per share;

- 100,000,000 shares of Class B Stock with no par value per share; and

     - 25,000,000 shares of preferred stock with a par value of $1.00 per share.

As of the Record Date, 1,260,000 shares of Class A Stock were issued and        
outstanding, 36,084,148 shares of Class B Stock were issued and outstanding, and
no shares of preferred stock were issued and outstanding. An                    

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additional 3,222,892 shares of Class B Stock were reserved for issuance under   
our employee and director stock option plans.                                   

 Restated Articles.  The Restated Articles increase the number of shares
that we are authorized to issue to 226,260,000, including:                      

- 1,260,000 shares of Class A Stock with no par value;                

- 200,000,000 shares of Class B Stock with no par value; and          

- 25,000,000 shares of preferred stock with no par value.             

     Reasons for the Change.  The increase in the number of authorized shares of
Class B Stock will ensure that enough shares of authorized and unissued stock   
will be available, if and when needed, for issuance from time to time for any   
proper purpose approved by the board of directors, including issuances:         

- to provide for dividend payments in shares of stock or stock splits;

- to raise capital;                                                   

- to effect acquisitions;                                             

- to grant stock options; and                                         

- for other corporate purposes.                                       

     We do not have any current agreements or understandings for the issuance of
additional shares of our stock. However, if our board of directors determines in
the future that a stock split, stock dividend, acquisition or other stock       
issuance would be in our shareholders' best interests, we might not be able to  
proceed with our existing limit of 100 million Class B shares. After accounting 
for our outstanding Class B shares and shares reserved under our option plans,  
we do not believe that we have sufficient authorized and unissued shares        
remaining to respond to future business and market opportunities.               

We believe that having the additional authorized shares available for 
issuance upon approval of the board of directors without the delay involved in  
calling and holding a shareholders' meeting will be beneficial to us and our    
shareholders by providing us with the flexibility we need to promptly consider  
and respond to future business opportunities as they arise. For example, we     
would be able to declare a split of our Class B Stock if and when our board of  
directors determines this would be advisable in light of market conditions.     

The deletion of par values for the Class A Stock and preferred stock  
reflects modernizing changes to Colorado corporate law. Par value is a minimum  
amount a corporation must receive when it sells its shares. The old Colorado    
statute, which was in effect when the Current Articles were approved, required  
Colorado corporations to state a par value for their shares. The Colorado       
Business Corporation Act eliminated the par value requirement as unnecessary for
the protection of corporate shareholders. We believe that eliminating par values
does not disadvantage our shareholders, since the par values have no practical  
effect on our operations or our shareholders.                                   

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.

PROPOSAL 2

STOCK DIVIDENDS 

     Current Articles.  The Current Articles allow a cash dividend to be paid on
the Class A Stock only if an equal cash dividend is paid on the Class B Stock.  
The Current Articles do not mention stock dividends. Colorado law permits us to 
declare dividends in the form of shares of stock.                               

   Restated Articles.  The Restated Articles provide that no dividend may be
paid on the Class A Stock unless an equal dividend is paid on the Class B Stock.
This provision of the Restated Articles covers dividends in cash, stock or other
assets. The Restated Articles also would allow the board of directors to declare
a stock                                                                         

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dividend on the Class A Stock that is payable in shares of Class B Stock.       
Holders of Class B Stock would remain eligible to receive stock dividends       
payable in shares of Class B Stock.                                             

  Reasons for the Change.  Colorado law allows dividends to be paid in the
form of shares of stock rather than cash. Stock dividends on any class of stock 
are usually paid in the form of additional shares of the same class of stock.   
Dividends cannot be paid in the form of shares of another class of stock unless 
the articles of incorporation specifically allow it, or unless the shareholders 
of the class to be distributed approve the distribution by a majority vote.     

Currently, all authorized shares of Class A Stock are issued and      
outstanding. This means that we cannot issue a stock dividend to the Class A    
shareholder in the form of Class A shares. As a practical matter, our board     
would not approve a stock dividend or stock split on the Class B shares without 
also approving a stock dividend or stock split on the Class A shares. Therefore,
under the Current Articles our board effectively cannot declare a stock dividend
or a stock split for any of our shareholders.                                   

   No stock dividend or stock split is currently planned. However, our board
may in the future wish to issue a stock dividend to our shareholders. The       
simplest way to accomplish a stock dividend to the Class A shareholder is to    
distribute the dividend in the form of shares of Class B Stock, because there   
are remaining authorized and unissued shares of Class B Stock. Proposal 2 will  
allow the board of directors to declare and distribute a stock dividend on the  
Class A Stock and the Class B Stock when the board believes the time is right,  
without the delay and expense involved in obtaining approval of the dividend or 
of an amendment to our articles of incorporation at that time.                  

Proposal 2 provides that no dividend, whether in cash or stock, may be
declared and paid to the Class A shareholder unless an equal dividend is        
declared and paid to the Class B shareholder. This change broadens the Class B  
shareholders' right to equal dividends with the Class A Stock. Because of this  
provision, we believe that Proposal 2 benefits all of our shareholders.         

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.

PROPOSAL 3

PREFERRED STOCK VOTING RIGHTS 

Current Articles.  The Current Articles authorize 25,000,000 shares of
preferred stock and allow the board of directors to divide the authorized       
preferred stock into classes or series and to determine the rights and          
preferences of each class or series before it is issued. However, the board is  
not authorized to grant any voting rights to any preferred stock issued, except 
as required by law.                                                             

   Amended Articles.  The Restated Articles permit the board of directors to
designate classes or series of preferred stock with voting rights, including the
right to elect no more than one-third of the members of the board of directors  
in the aggregate. The board of directors may also allow the preferred stock to  
vote on other corporate matters, either as a separate class or together with one
or more other classes of our stock. We do not have any shares of preferred stock
outstanding, and the Restated Articles do not create any classes or series of   
preferred stock. Proposal 3 does not change the number of preferred shares      
authorized or affect the existing voting rights of our Class A Stock or Class B 
Stock. Instead, Proposal 3 would simply broaden the rights that our board may   
grant any class or series of preferred stock that may be created and issued in  
the future.                                                                     

     Reasons for the Change.  The Class B Stock was listed on the New York Stock
Exchange, or NYSE, in March 1999. Under NYSE rules, listed companies and their  
stock must meet a variety of requirements. These rules include minimum voting   
rights for preferred stock, which the NYSE recommends be adopted even if the    
preferred stock is not listed on the NYSE. The minimum voting rights include the
right to elect two directors, as a separate class, after the listed company     
fails to pay the equivalent of six quarterly dividend payments. These directors 
are to remain in office until specified dividend payments are made.             

   The Current Articles were adopted before our Class B shares became listed
on the NYSE. The preferred stock authorized by the Current Articles does not    
comply with NYSE requirements, because it does not have the right to elect any  
directors under any circumstances. The Restated Articles contemplate that the   
preferred                                                                       

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shareholders could elect up to one-third of the board, which would satisfy the  
NYSE minimum of two directors with the current board size of seven members.     

     We have not designated any classes or issued any shares of preferred stock,
and we have no current agreements or understandings to do so. However, we       
believe that our authorized preferred stock should meet the minimum NYSE voting 
requirements, so that if and when the shares are issued, they will comply with  
NYSE rules. Changing our authorized preferred stock now, before any plans to    
issue preferred stock have been made, will enable us to issue shares of         
preferred stock, and if necessary list them on the NYSE, if and when the need   
arises.                                                                         

Proposal 3 allows the board of directors to go beyond the NYSE minimum
voting provisions and grant additional voting rights to the preferred stock. For
example, a class of preferred stock could have the right to elect a director at 
all times, even when no dividend default has occurred. The board could authorize
a class of preferred stock to vote on specific matters as determined by the     
board, or on corporate actions generally. We believe that this flexibility will 
benefit our shareholders by allowing us to be creative in structuring           
acquisitions or bringing in new investors, although we have no agreements or    
understandings to do so at this time. As part of a proposed transaction, new    
investors or holdover shareholders from an acquired company may request specific
rights, such as one or more directorships or veto power over any sale by us of  
their former business, or may require stock with sufficient voting rights to    
qualify a transaction for tax advantages. The Restated Articles will allow our  
board of directors to meet these needs and complete a transaction if the board  
believes that doing so would be in the best interests of our shareholders.      

   Our only class of voting stock is our Class A Stock, all of which is held
by the Adolph Coors, Jr. Trust. Our amended and restated bylaws restrict the    
trust's ability to transfer our Class A shares. Because of these provisions, the
proposed voting rights for our authorized preferred stock are not intended to   
have any anti-takeover effect, and in fact could not have such an effect. We are
not proposing to amend the Current Articles in response to any effort to        
accumulate our common stock or to obtain control of Adolph Coors Company.       

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 3.

PROPOSAL 4

APPROVAL BY MAJORITY VOTE 

     Current Articles.  The Current Articles do not specify the shareholder vote
required to approve extraordinary events such as:                               

- mergers;                                                            

- sales of substantially all our assets;                              

- dissolution; and                                                    

- amendments to our articles of incorporation.                        

    Because we were incorporated before the current Colorado corporate statute
was enacted, we are subject to statutory transition provisions that apply to    
corporations in existence on the statute's effective date. These transition     
provisions require a two-thirds vote to approve the extraordinary events listed 
above, unless the articles of incorporation provide otherwise.                  

    Restated Articles.  The Restated Articles will reduce the required vote to
approve any corporate matter that would otherwise require a two-thirds vote to a
majority vote of each class entitled to vote.                                   

Reasons for the Change.  Colorado corporate law formerly required a   
two-thirds vote of shareholders to approve mergers, sales of substantially all  
assets, dissolution and amendments to the articles of incorporation. By         
contrast, the current Colorado statute permits these events to be approved by a 
majority vote of each voting class. Allowing these decisions to be approved by a
majority of shares will give us more flexibility to take advantage of business  
opportunities as they arise. Majority approval also will make it easier for a   
transaction                                                                     

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supported by the majority of our Class B holders to be approved, even if opposed
by a holder of a large block of our shares.                                     

 Because the Class B Stock retains a statutory right to vote on mergers,
dissolution, some asset sales and some amendments to the articles of            
incorporation, we would be required to complete the proxy solicitation and      
special meeting process to seek approval from the Class B shareholders of any of
these transactions. Soliciting proxies is time-consuming and expensive. The     
two-thirds vote requirement is impractical for a publicly held corporation,     
because it may be difficult for us to obtain enough proxy responses from the    
widely dispersed Class B shareholders within the time frame needed to approve a 
transaction or amendment. In fact, it is rare today for a public company to be  
subject to a two-thirds vote requirement. Most public companies have taken      
advantage of modernizations in corporate law and have reduced all vote          
requirements to a majority. The majority vote requirement will simplify the     
proxy solicitation process and allow us to obtain the required approvals more   
efficiently.                                                                    

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 4.

PROPOSAL 5

CONDITIONAL CLASS B VOTING RIGHTS 

     Current Articles.  The Current Articles provide that the holders of Class B
Stock are not entitled to notice of shareholders' meetings and cannot vote on   
any matter except as required by Colorado law.                                  

  Restated Articles.  The Restated Articles provide that the Class B Stock
will automatically become voting stock if and for so long as there are no       
outstanding shares of Class A Stock.                                            

    Reasons for the Change.  Colorado law requires all corporations to have at
least one share of voting stock outstanding at all times. Only our Class A Stock
has the right to vote generally; Class B Stock has no voting rights except for  
minimum rights required by law. All of our Class A Stock is held by a single    
shareholder, the Adolph Coors, Jr. Trust. Under our amended and restated bylaws,
if the trust ever wishes to sell the Class A Stock, we have a first right to    
purchase those shares. The trust has informed us that it has no current plans to
sell the Class A Stock, and we have no reason to believe that the trust's plans 
will change. However, if we were to repurchase the Class A Stock in the future, 
we would have no outstanding voting shares and would be in violation of Colorado
law.                                                                            

    Under Proposal 5, the Class B Stock will automatically become voting stock
if and for so long as there are no outstanding shares of Class A Stock. We      
believe this change is advisable to prevent us from violating Colorado law if we
ever repurchase the Class A Stock. Because we are not aware of any plan to sell 
the Class A Stock, we are proposing this change simply to fill a gap in the     
Current Articles, and not to address any specific transaction.                  

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 5.

PROPOSAL 6

INTERNAL ASSET TRANSFERS

    Current Articles.  The Current Articles authorize holders of Class B Stock
to vote, as a separate class, on the sale, lease, exchange or other disposition 
of all or substantially all of our property and assets when the Colorado        
corporate statute would require approval of the holders of Class A Stock to     
authorize the transfer of assets. Transfers to a Colorado corporation that is   
our wholly owned subsidiary would not require approval by the holders of Class B
Stock.                                                                          

     Restated Articles.  The Restated Articles would not require the approval of
the holders of Class B Stock for transfers of our property or assets in         
connection with a purely internal restructuring, regardless of the form of      
entity to which assets are transferred. This means that no vote of the Class B  
holders would be required if we transferred assets to a corporation, a          
partnership, a limited liability company or any other form of entity that is    
wholly owned by us or our wholly owned subsidiaries.                            

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  Reasons for the Change.  Under Colorado law, voting shareholders usually
must approve a transfer of substantially all assets by the corporation or its   
subsidiaries. One exception to the requirement of shareholder approval is a     
transfer of assets to a Colorado corporation that is entirely owned by the      
transferring corporation. Because the statute specifies only corporate          
subsidiaries, transfers of our assets to a non-corporate entity, such as a      
partnership or a limited liability company, that is wholly owned by us or our   
subsidiaries would require shareholder approval. Also, because the statute      
specifies only Colorado subsidiaries, even a transfer to a wholly owned         
corporation would require shareholder approval if that subsidiary was formed in 
another state, such as Delaware. As a result, under the Current Articles holders
of Class B Stock would have the right to vote on the transfer to a wholly owned 
partnership or limited liability company, even if they would not have the right 
to vote on a similar transfer to a wholly owned Colorado corporation. We would  
be required to call a meeting of shareholders and solicit proxies to approve the
transfer to a partnership or limited liability company, even though ultimate    
ownership of the assets remained with us and only the form of ownership had     
changed.                                                                        

In connection with structuring our operations to accommodate various  
business ventures and to maintain advantageous tax structures, we believe that  
it may be advisable from time to time to transfer assets to business entities   
other than corporations, such as partnerships or limited liability companies,   
that would be wholly owned by us and that could be organized in Colorado or in  
another state. Proposal 6 would permit a transfer to such a non-corporate entity
without further approval by the Class B shareholders, so long as the entity is  
owned, directly or indirectly, entirely by us. Because this type of transaction 
would involve only a change in the form of our ownership of the transferred     
assets, not a substantive change in ownership, we believe that our board of     
directors should be able to approve such an internal restructuring without the  
time and expense involved in soliciting proxies from the widely dispersed Class 
B shareholders. Approval of the transfer by the single Class A shareholder would
still be required under Colorado law, but that approval would not require       
scheduling a meeting and soliciting proxies with the resulting costs and time   
delays.                                                                         

     The Colorado corporate statute already recognizes that some asset transfers
to wholly owned subsidiary corporations represent a change in form, not         
substance, and that shareholder approval should not be required for that type of
transaction. Proposal 6 covers a technical gap in the corporate statute and is  
logically consistent with the existing statutory provision.                     

    We believe that Proposal 6 does not disadvantage our Class B shareholders,
because it does not affect the Class B Stock's right to vote on any transaction 
involving a substantive change in ownership. If we were to dispose of all or    
substantially all of our assets to an entity not already owned directly or      
indirectly by us, we would require a vote of the holders of Class A Stock and   
Class B Stock. On the other hand, Proposal 6 would increase our flexibility in  
structuring our ownership of assets to accommodate advantageous legal and       
business requirements. The types of transactions that this provision of the     
Restated Articles cover would have no impact on the ultimate ownership of the   
transferred assets.                                                             

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 6.

APPROVAL AND IMPLEMENTATION OF THE PROPOSALS

VOTE REQUIRED TO APPROVE THE PROPOSALS                                          

 The affirmative vote of two-thirds of the shares of each of the Class A
Stock and Class B Stock entitled to vote at the meeting is needed to approve    
each of the Proposals. The holders of the Class A Stock and the holders of the  
Class B Stock will vote separately on each Proposal, and not together as a      
single class.                                                                   

IMPLEMENTATION OF THE PROPOSALS                                                 

 If all of the Proposals are approved by our shareholders at the special
meeting, the Restated Articles attached as Exhibit A will be filed with the     
Secretary of State of the State of Colorado. If any of the Proposals is not     
approved, the Restated Articles will be revised to include only those provisions
that were approved by our shareholders, and the revised Restated Articles will  
be filed with the Secretary of State of the State of Colorado.                  

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 Our board of directors intends to file the Restated Articles as soon as
practicable following the date of the special meeting. However, if in the       
judgment of the board, any circumstances exist which would make filing of the   
Restated Articles inadvisable, then, in accordance with Colorado law and        
notwithstanding approval of all or any portion of the Restated Articles by the  
shareholders, the Board of Directors may abandon the Restated Articles. This may
occur either before or after approval and authorization by the shareholders, at 
any time before the filing of the Restated Articles becomes effective.          

OTHER BUSINESS

We do not anticipate that any other matters will be brought before the
meeting. However, if any additional matters shall properly come before the      
meeting, it is intended that the persons authorized under proxies may, in the   
absence of instructions to the contrary, vote or act on those matters in        
accordance with their best judgment.                                            

                                 BY THE BOARD OF DIRECTORS

                          M. CAROLINE TURNER
                 Secretary

Denver, Colorado                                                                
April 10, 2001                                                                  

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                                                                       EXHIBIT A

SECOND AMENDED AND RESTATED 

ARTICLES OF INCORPORATION 
OF
ADOLPH COORS COMPANY

  Pursuant to the provisions of the Colorado Business Corporation Act (the
"Act"), the undersigned corporation adopts the following Second Amended and     
Restated Articles of Incorporation. These articles correctly set forth the      
provisions of the Articles of Incorporation, as amended, and supersede the first
Amended and Restated Articles of Incorporation and all amendments thereto.      

FIRST:         The name of the Corporation is Adolph Coors Company.             

SECOND:        The following Second Amended and Restated Articles of            
             Incorporation were adopted on: May 17, 2001. The Second Amended
              and Restated Articles of Incorporation were adopted by a vote of
         the shareholders. The number of shares voted for the Second
               Amended and Restated Articles of Incorporation was sufficient for
approval.                                         

THIRD:         The Articles of Incorporation shall be amended to read in their  
entirety as follows:                              

ARTICLE I 

NAME

The name of the Corporation is Adolph Coors Company.                  

ARTICLE II

DURATION

The Corporation shall have perpetual existence.                       

ARTICLE III 

PURPOSES AND POWERS 

 (a) The Corporation is organized for the purposes of engaging in lawful
acts and activities for which corporations may be organized under the laws of   
the state of Colorado.                                                          

    (b) Without limitation and in furtherance of the purposes set forth above,
the Corporation shall have and may exercise any and all of the rights, powers   
and privileges now or hereafter conferred upon corporations organized under and 
pursuant to the laws of the state of Colorado, including the following powers:  

     (1) To acquire by purchase, exchange, lease, or otherwise, and to
    hold, mortgage, pledge, hypothecate, exchange, sell, invest in and dispose
    of, alone, or in syndicates, or otherwise in conjunction with others, real
     and personal property of every kind and character, of whatsoever nature and
wheresoever situate, and any interests therein.                       

       (2) To acquire by purchase, exchange, or otherwise, all or any part
    of, or interests in, the properties, assets, business, goodwill of any one
or more persons, firms, associations, or corporations heretofore or   
hereafter engaged in any business for which corporations may now or   
hereafter be organized under the laws of the state of Colorado.       

         (3) To borrow or raise money without limit as to amounts; to contract
 for, perform, and provide for the performance of services in any nature
   which a corporation may lawfully perform; to act as a dealer for the sale
     of, to enter into underwriting agreements with respect to, to grant options
with respect to, and to                                               

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     contract for the disposition of, or otherwise dispose of, the Corporation's
stocks, bonds, and other securities.                                  

         (4) To invest and deal with the funds of the Corporation in any legal
   manner, and to acquire by purchase of otherwise the stocks, bonds, notes,
debentures and other securities and obligations of any corporation,   
 association, partnership or government, and while the owner of any such
securities or obligations, to exercise all the rights, powers and     
   privileges of ownership, including, among other things, the right to vote
thereon for any and all purposes.                                     

        (5) To do everything necessary, proper, advisable, or convenient for
the accomplishment of the Corporation's purposes and all other things 
    incidental thereto or connected therewith so long as the same shall not be
prohibited by law or by these Articles of Incorporation.              

ARTICLE IV

CAPITAL; SHAREHOLDERS 

  (a) Authorized Capital.  The aggregate number of shares of Capital Stock
which the Corporation shall have authority to issue is 226,260,000, said shares 
to consist of the following:                                                    

      (1) 1,260,000 shares of Class A Common Stock (Voting), without par
value ("Class A Stock");                                              

        (2) 200,000,000 shares of Class B Common Stock (Non-Voting), without
par value ("Class B Stock"); and                                      

(3) 25,000,000 shares of Preferred Stock, without par value 
("Preferred Stock").                                                  

    (b) Shares Fully Paid and Nonassessable.  All shares of Class A Stock, all
shares of Class B Stock and all of shares of Preferred Stock issued by the      
Corporation shall be fully paid and nonassessable.                              

(c) Rights of Common Stock.  The relative rights, privileges and      
limitations of the shares of each class of Common Stock are as follows:         

     (1) The Class A Stock and Class B Stock shall be identical in all
  respects, share for share, except with respect to the right to vote. The
right to vote for the election of directors and for all other purposes
shall be vested exclusively in the holders of Class A Stock (except as
    provided in a Statement of Designations filed pursuant to subparagraph (d)
   of this Article IV, or as provided in subparagraph (c)(5) of this Article
  IV). The holders of Class B Stock shall not have the right to vote at or
receive any notice of meetings of shareholders except where applicable
     provisions of the Act or these Articles of Incorporation entitle holders of
    Class B Stock to vote. On any matter on which the Act or these Articles of
Incorporation so entitle holders of Class B Stock to vote because the 
matter requires the vote of holders of both Class A Stock and Class B 
Stock, the holders of Class A Stock and Class B Stock shall vote as   
separate classes.                                                     

     (2) The holders of Class A Stock and Class B Stock shall have the
    right to and shall vote, as separate classes, on any sale, lease, exchange
     or other disposition of all or substantially all of the property and assets
     of the Corporation on which the Act requires approval by holders of Class A
    Stock; provided, however, that the holders of Class B Stock shall not have
the right to vote on any such transfer of property and assets to any  
 corporation, partnership, limited liability company or other entity (an
"Entity") that is wholly owned by the Corporation, either directly or 
through one or more Entities wholly owned by the Corporation.         

     (3) The holders of Class A Stock and the holders of Class B Stock
    shall be entitled to receive such dividends as shall be declared from time
to time by the Board of Directors (the "Board") out of funds legally  
    available therefor, except that so long as any shares of Class B Stock are
  outstanding, no dividends shall be declared or paid on any Class A Stock
  unless at the same time there shall be declared or paid, as the case may
    be, a dividend on Class B Stock in an amount per share equal to the amount
per share of the dividend declared or paid on the Class A Stock.      
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        (4) The Board may declare and distribute dividends to the holders of
 Class A Stock and the holders of Class B Stock in the form of shares of
   Common Stock of the Corporation. Dividends payable in Common Stock to the
   holders of Class A Stock may be made in authorized and unissued shares of
    Class A Stock or in authorized and unissued shares of Class B Stock as the
     Board determines. Dividends payable in Common Stock to the holders of Class
 B Stock may be made in authorized and unissued shares of Class B Stock.

      (5) Notwithstanding subparagraph (c)(1) of this Article IV, at any
 time when, and for so long as, the Corporation has no shares of Class A
   Stock outstanding, the Class B Stock shall automatically, without further
 action by the Board or shareholders, be converted into voting stock and
shall have the right to vote for the election of directors and for all
  other purposes, and all references in these Articles of Incorporation to
     required votes of the Class A Stock shall be deemed to refer to the Class B
     Stock. At such time as the Corporation reissues one or more shares of Class
  A Stock, the voting rights of the Class B Stock shall be as set forth in
     subparagraph (c)(1) of this Article IV and not in this subparagraph (c)(5).

(d) Rights of Preferred Stock.  The Board is authorized, subject to   
limitations prescribed by law and to the provisions of this Article IV, to      
provide for the issuance of shares of Preferred Stock in series and, by filing  
articles of amendment pursuant to the Act (a "Statement of Designations"), to   
establish the number of shares of Preferred Stock of each series. The authority 
of the Board with respect to each series shall, to the extent allowed by the    
Act, but subject to the qualifications, limitations and restrictions set forth  
in this Article IV, include, without limitation, the authority to establish and 
fix the following:                                                              

       (1) The number of shares initially constituting such series and the
distinctive designation of such series;                               

       (2) Whether such series shall have any dividend rights, and, if so,
     the dividend rate on the shares of such series, the time of payment of such
  dividends, whether such dividends are cumulative and the date from which
any dividends shall be cumulative;                                    

          (3) Whether any of the shares of such series shall be redeemable, and,
if so, the price (or method of determining the price) at which and the
terms and conditions upon which such shares shall be redeemable;      

        (4) Whether such series shall have a sinking fund or reserve account
  for the redemption or purchase of shares of such series, and, if so, the
terms and amount of such sinking fund or reserve account;             

     (5) The rights of the shares of such series upon the voluntary or
involuntary liquidation, dissolution or winding up of the Corporation;

      (6) Subject to subparagraph (d)(iv) of this Article IV, the voting
powers, full or limited, if any, of shares of that series; and        

         (7) Whether such series shall have conversion privileges, and, if so,
the terms and conditions of such conversion privileges including      
   provisions, if any, for adjustment of the conversion rate and for payment
    of additional amounts by holders of shares of that series upon exercise of
such conversion privileges.                                           

  The Board is expressly authorized to vary the provisions relating to the
foregoing matters between the various series of Preferred Stock, but, unless    
otherwise specified in the Statement of Designations, in all other respects the 
shares of each series shall be of equal rank with each other regardless of      
series. Notwithstanding the fixing of the number of shares constituting a       
particular series upon the issuance thereof, unless otherwise specified in the  
Statement of Designations, the Board may at any time thereafter authorize the   
issuance of additional shares of the same series or may reduce (but not below   
the number of shares then outstanding) the number of shares constituting such   
series. In case the number of shares of Preferred Stock is reduced, the shares  
representing such decrease shall, unless otherwise specified in the Statement of
Designations, be restored to the status of authorized and unissued Preferred    
Stock and may be reissued as a part of the series of                            
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which they were originally a part or may be reclassified and reissued as part of
any other series of Preferred Stock.                                            

    Any of the terms of a series of Preferred Stock may be made dependent upon
facts ascertainable outside of these Articles of Incorporation and the Statement
of Designations creating the series, provided that the manner in which such     
facts shall operate upon such series is clearly and expressly set forth in these
Articles of Incorporation or in the Statement of Designations.                  

        (i) Dividend Rights.  A Statement of Designations may prescribe such
     dividend rights, if any, for a series of Preferred Stock as the Board shall
 determine. So long as any shares of Preferred Stock are outstanding, no
 dividends or other distributions (other than dividends or distributions
payable in shares of Common Stock or any other class of stock ranking 
     junior to the Preferred Stock as to dividends or upon liquidation) shall be
     declared or paid or set aside for payment upon the Common Stock or upon any
    other class of stock ranking junior to the Preferred Stock as to dividends
     or upon liquidation, unless all dividends payable to holders of each series
    of outstanding Preferred Stock for its current dividend period, and in the
    case of cumulative dividends all past dividend periods have been paid, are
     being paid or have been set aside for payment, in accordance with the terms
   of the applicable Statement of Designations. In addition, the Corporation
    shall not redeem, purchase, or otherwise acquire for any consideration any
  Common Stock or any other class of stock ranking junior to the Preferred
    Stock as to dividends or upon liquidation, unless all dividends payable to
holders of each series of outstanding Preferred Stock for its current 
    dividend period, and in the case of cumulative dividends all past dividend
     periods, have been paid, are being paid or have been set aside for payment,
   in accordance with the terms of the applicable Statement of Designations.

    (ii) Redemption.  A Statement of Designations may prescribe such
     redemption rights and obligations and sinking fund provisions, if any, with
     respect to a series of Preferred Stock as the Board shall determine. Except
as otherwise specified in the Statement of Designations, shares of    
    Preferred Stock of any series that have been redeemed (whether through the
operation of a sinking fund or otherwise) or purchased or otherwise   
   acquired by the Corporation or which, if convertible, have been converted
into shares of stock of the Corporation of any other class or classes,
    shall be restored to the status of authorized and unissued Preferred Stock
     and may be reissued as a part of the series of which they were originally a
 part or may be reclassified and reissued as part of any other series of
Preferred Stock.                                                      

   (iii) Rights on Liquidation.  A Statement of Designations shall
prescribe such rights on liquidation or dissolution of the Corporation
  (whether voluntary or involuntary) with respect to a series of Preferred
    Stock as the Board shall determine, provided that, without limitation, the
    voluntary sale, lease, exchange or transfer (for each, securities or other
     consideration) of all or substantially all of the Corporation's property or
  assets to, or its consolidation or merger with, any other corporation or
corporations shall not be deemed to be a liquidation or dissolution or
winding up of the Corporation, voluntary or involuntary.              

        (iv) Voting Rights.  The Board shall have the authority to determine
     the voting rights of any series of Preferred Stock, including the number of
  votes each share of such series of Preferred Stock shall be entitled to,
   and whether such series of Preferred Stock shall vote as a separate class
     or with any other series of the Preferred Stock or with any class or series
of the Common Stock. For so long as the holders of Preferred Stock are
entitled to elect directors in the event of a dividend default or     
   otherwise, they shall not be entitled to elect more than one-third of the
  members of the Board. The holders of all series of Preferred Stock shall
     vote together as a single class to elect such director(s). As to any matter
   upon which any one or more series of Preferred Stock is granted the right
 to vote by the Act, a Statement of Designations may designate the terms
  upon which such series of Preferred Stock is entitled to vote, including
     the number of votes each share of the Preferred Stock shall be entitled to,
   and whether a series of Preferred Stock shall vote as a separate class or
with any other series of the Preferred Stock (including any series of 
     voting Preferred Stock or any series of non-voting Preferred Stock) or with
any class or series of the Common Stock.                              

        (v) Conversion Rights.  A Statement of Designations may provide such
   rights, if any, for the holders of a series of Preferred Stock to convert
their shares into any other class or series of stock at such          
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   price or prices or at such rates of exchange and with such adjustments as
   the Board shall determine. Except as otherwise specified in the Statement
    of Designations, shares of Preferred Stock of any series that have been so
converted shall be restored to the status of authorized and unissued  
   Preferred Stock and may be reissued as a part of the series of which they
   were originally a part or may be reclassified and reissued as part of any
other series of Preferred Stock.                                      

(e) Vote Required.  Except as otherwise required by law or provided in
these Articles of Incorporation, any action that, but for this sentence, would  
require the vote of two-thirds of the votes entitled to be cast on such action, 
shall require only the approval of a majority of the voting power of the votes  
to be cast on that action.                                                      

ARTICLE V 

NO PREEMPTIVE RIGHTS

     No shareholder of the Corporation shall have any preemptive or preferential
right of subscription to any shares of any class of stock of the Corporation,   
whether now or hereafter authorized, or to any obligations convertible into     
shares of the Corporation, issued or sold, nor any right of subscriptions to any
shares other than such right, if any, and at such price as the Board, in its    
discretion from time to time may determine, pursuant to the authority thereby   
conferred by the Articles of Incorporation, and the Board may issue shares of   
the Corporation or obligations of the Corporation convertible into shares       
without offering such issue, either in whole or in part, to the shareholders of 
the Corporation. The Board may issue stock options to directors, officers, and  
employees in accordance with applicable law and without first offering such     
options to shareholders of the Corporation, and no shareholder shall have any   
preemptive right in, or preemptive right to subscribe to, any such options or   
the underlying shares issued pursuant to such options.                          

ARTICLE VI

NO CUMULATIVE VOTING

    Cumulative voting shall not be allowed in the election of directors or for
any other purpose.                                                              

ARTICLE VII 

REGISTERED OFFICE AND AGENT 

     The address of the Corporation's registered office in the state of Colorado
is at 12th and East Streets in Golden, Colorado 80401. The name of the          
Corporation's registered agent at such address is M. Caroline Turner.           

ARTICLE VIII

BOARD OF DIRECTORS

   (a) General.  The affairs of the Corporation shall be governed by a Board
of not less than three (3) directors. Subject to such limitation, the number of 
directors may be increased or decreased in accordance with the bylaws of the    
Corporation; provided, however, that a Statement of Designations filed pursuant 
to subsection (c) of Article IV may provide for an automatic increase in the    
number of directors equal to the number of directors that are elected by holders
of Preferred Stock under the circumstances specified in such Statement of       
Designations. The method by which the directors shall be elected shall be set   
forth in the Bylaws of the Corporation.                                         

     (b) Vacancies.  Any vacancies on the Board occurring because of an increase
in the size of the Board shall be filled by the vote of the holders of Class A  
Stock. Any other vacancies on the Board, however occurring, shall be filled by  
the holders of Class A Stock or the directors elected by holders of Class A     
Stock                                                                           

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unless such vacant directorship was held by a director elected by holders of    
Preferred Stock, in which case the vacancy shall be filled by the majority vote 
of the remaining members of the Board (regardless of which voting group of      
shareholders elected such members) even if less than a majority of the Board.   

 (c) Removal.  Any director may be removed, with or without cause by the
vote of the voting group of shareholders that would be entitled to elect his    
replacement at the next annual meeting of shareholders.                         

ARTICLE IX

LIMITATION ON LIABILITY 

To the fullest extent permitted by the Act, as the same exists or may 
hereafter be amended, no director of the Corporation shall be personally liable 
to the Corporation or its shareholders for monetary damages for breach of       
fiduciary duty as a director, except that this provision shall not eliminate or 
limit the liability of a director to the Corporation or to its shareholders for 
monetary damages otherwise existing for (i) any breach of the director's duty of
loyalty to the Corporation or to its shareholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of    
law; (iii) acts specified in Section 7-108-403 of the Act relating to any       
unlawful distribution; or (iv) any transaction from which the director directly 
or indirectly derived any improper personal benefit. If the Act is hereafter    
amended to eliminate or limit further the liability of a director, then, in     
addition to the elimination and limitation of liability provided by the         
preceding sentence, the liability of each director shall be eliminated or       
limited to the fullest extent permitted by the Act as so amended. Any repeal or 
modification of this Article IX by the shareholders of the Corporation shall be 
prospective only and shall not adversely affect any right or protection of a    
director of the Corporation existing at the time of such repeal or modification.

ARTICLE X 

INDEMNIFICATION 

 Each person who is or was a director or officer of the Corporation, and
each such person who is or was serving at the request of the Corporation as a   
director or officer of another corporation, or of a partnership, joint venture, 
trust or other enterprise, including service with respect to employee benefit   
plans maintained or sponsored by the Corporation (including the heirs,          
executors, administrators and estate of such person) shall be indemnified by the
Corporation, in accordance with the Bylaws of the Corporation, to the fullest   
extent permitted from time to time by the Act or any other applicable laws as   
presently or hereafter in effect. The Corporation may, to the extent authorized 
from time to time by the Board, grant rights to indemnification and to the      
advancement of expenses to any employee or agent of the Corporation to the      
fullest extent of the provisions of this Article X with respect to the          
indemnification and advancement of expenses of directors and officers of the    
Corporation. Without limiting the generality or the effect of the foregoing, the
Corporation may enter into one or more agreements with any person that provide  
for indemnification greater or different than that provided in this Article X.  
No amendment or repeal of this Article X shall adversely affect any right or    
protection existing hereunder or pursuant hereto immediately prior to such      
amendment or repeal.                                                            

ARTICLE XI

BYLAWS

 The Board shall be vested with the power to alter, amend, or repeal the
Bylaws and to adopt new Bylaws. The Corporation may, in its Bylaws or otherwise,
impose restrictions on the transfer of its shares.                              

 A-6

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  IN WITNESS WHEREOF, Adolph Coors Company has caused these Second Amended
and Restated Articles of Incorporation to be duly executed as of the      day of
May, 2001.                                                                      

                            ADOLPH COORS COMPANY

           By:
             Name:
              Title:

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[ADOLPH COORS COMPANY LOGO] 

                                                                   SKU 705-PS-01

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ADOLPH COORS COMPANY
 311 10TH STREET
GOLDEN, COLORADO 80401

 Proxy for Special Meeting of Shareholders
to be held on May 17, 2001

 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby appoints Peter H. Coors, W. Leo Kiely III and M.
Caroline Turner, or each of them, with full power of substitution, as a proxy or
proxies to represent the undersigned at a special meeting of shareholders to be 
held on May 17, 2001 or any adjournment thereof and to vote thereat, as         
designated below, all the shares of Class A common stock and/or Class B common  
stock of Adolph Coors Company held of record by the undersigned at the close of 
business on March 30, 2001, with all the power that the undersigned would       
possess if personally present, in accordance with the instructions noted hereon,
as follows:                                                                     

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF EACH OF
THE PROPOSALS LISTED BELOW. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED
PURSUANT TO THE BOARD OF DIRECTORS' RECOMMENDATION.                             

1.   Proposal to approve provisions of the Second Amended and Restated Articles 
of Incorporation that increase the number of authorized Class B shares
    that we may issue and eliminate the par value of the Class A and preferred
shares.                                                               

[ ] FOR             [ ] AGAINST              [ ] ABSTAIN  

2.   Proposal to approve provisions of the Second Amended and Restated Articles 
  of Incorporation that require equal dividends on our Class A and Class B
   common stock and allow us to distribute stock dividends to the holders of
Class A common stock in the form of shares of Class B common stock.   

[ ] FOR             [ ] AGAINST              [ ] ABSTAIN  

3.   Proposal to approve provisions of the Second Amended and Restated Articles 
 of Incorporation that authorize our board of directors to grant limited
voting rights if the board ever designates classes of our authorized  
preferred stock.                                                      

[ ] FOR             [ ] AGAINST              [ ] ABSTAIN  

4.   Proposal to approve provisions of the Second Amended and Restated Articles 
of Incorporation that establish a majority vote to approve all matters
 submitted to the shareholders, instead of the two-thirds vote currently
required for extraordinary matters.                                   

[ ] FOR             [ ] AGAINST              [ ] ABSTAIN  

5.   Proposal to approve provisions of the Second Amended and Restated Articles 
     of Incorporation that convert the Class B common stock into voting stock if
     and for so long as there are no shares of Class A common stock outstanding.

[ ] FOR             [ ] AGAINST              [ ] ABSTAIN  

(CONTINUED ON REVERSE SIDE. PLEASE SIGN,
DATE AND MAIL IN THE ENCLOSED ENVELOPE.)

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6.   Proposal to approve provisions of the Second Amended and Restated Articles 
  of Incorporation that permit internal asset transfers to entities wholly
owned by us without obtaining a vote of the Class B shareholders.     

[ ] FOR             [ ] AGAINST              [ ] ABSTAIN  

PLEASE DATE AND SIGN BELOW AND
 RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

       The shares represented by this proxy will be voted as directed by the
shareholder. In his or her discretion, any named proxy may vote on such other   
business as may properly come before the special meeting or any adjournments or 
postponements thereof.                                                          

  This proxy revokes all prior proxies with respect to the special
meeting and may be revoked prior to exercise. Receipt of the Notice of Special  
Meeting of Shareholders and the Proxy Statement relating to the special meeting 
is hereby acknowledged.                                                         

    TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION,
MERELY SIGN BELOW; NO BOXES NEED TO BE CHECKED.                                 

                                  Please mark, sign, date and return the proxy
                                 card promptly, using the enclosed envelope.

                               Date                               , 2001
                              ------------------------------

                                   ---------------------------------------------
                 Signature

                                   ---------------------------------------------
                                   Signature (if held jointly)

                                   ---------------------------------------------
             Title

                                 Please sign exactly as name appears hereon.
                                 When shares are held by joint tenants, both
                               should sign. When signing as attorney, as
                                   executor, administrator, trustee or guardian,
                          please give full title as such. If a
                                corporation, please sign in full corporate
                           name by president or other authorized
                               officer. If a partnership, please sign in
                            partnership name by authorized person.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFS14A’ Filing	Date	First	Last	Other Filings

For Period End:	5/17/01	2	21	PRES14A
	4/10/01	2	12
Filed on:	4/4/01
	3/30/01	2	21
	3/15/01	5
	12/31/00	5		10-K405
				List all Filings

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Filing Submission 0001035704-01-000324 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Molson Coors Brewing Co – ‘DEFS14A’ for 5/17/01

On: Wednesday, 4/4/01, at 12:21pm ET · For: 5/17/01 · Accession #: 1035704-1-324 · File #: 1-14829

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents