Filed On 7/31/06 6:42pm ET · SEC File 5-33796 · Accession Number 1140361-6-10863
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
8/01/06 Adolph Coors CO LLC SC 13D/A 7/31/06 1:9 Molson Coors Brewing Co Edgarfilings Ltd/FA
Amendment to General Statement of Beneficial Ownership · Schedule 13D
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1: SC 13D/A Adolph Coors Company Sc 13d/A#1 06-30-2006 HTML 45K
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| Adolph Coors Company SC 13D/A#1 06-30-2006 |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Molson
Coors Brewing Company
(Name
of
Issuer)
Class
A Common Stock, par value of $0.01 (voting)
(Title
of
Class of Securities)
60871R
10 0
(CUSIP
Number)
Jeffrey
H. Coors, Peter H. Coors and John K. Coors, Co-Chairmen
Adolph
Coors Company LLC
Suite
412
2120
Carey Avenue
Cheyenne
WY 82001
with
a copy to
Robert
Reese, Secretary
Adolph
Coors Company LLC
Suite
412
2120
Carey Avenue
307.
214.8552
(Name,
Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. o
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*
The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
|
| |
Adolph
Coors Company LLC, Trustee of the Adolph Coors, Jr.
Trust
|
| |
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
| |
(a)
|
o
|
| |
(b)
|
o
|
| |
|
|
3.
|
SEC
Use Only
|
| |
|
|
4.
|
Source
of Funds (See Instructions)
|
| |
N/A
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| |
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
|
| |
|
|
6.
|
Citizenship
or Place of Organization
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| |
Wyoming
|
|
|
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
|
|
|
0
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| |
|
|
8.
|
Shared
Voting Power
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| |
2,522,267
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| |
|
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9.
|
Sole
Dispositive Power
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| |
1,260,000
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| |
|
|
10.
|
Shared
Dispositive Power
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| |
0
|
| |
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
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| |
2,522,267
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| |
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
| |
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
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| |
79.3%
(1)
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| |
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
| |
00
(2)
|
(1) Using
number in Item 11 divided by number of Class A Common Stock
outstanding plus the total number of Class A Exchangeable shares of Molson
Coors Canada Inc. outstanding (as of April 28, 2006 as noted in the Company’s
Report on Form 10-Q for the First Quarter of 2006, filed May 5,
2006).
(2)
The
Reporting Person is a limited liability company.
|
Item
1.
|
Security
and Company.
|
The
class
of equity securities to which this Schedule 13D/A relates is the
Class A common stock, par value of $0.01 (voting) (the "Class A Common
Stock"), of Molson Coors Brewing Company, a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 1225
17th
Street,
Suite 3200, Denver, Colorado 80202 and 1555 Notre Dame Street East, Montreal,
Quebec, Canada H2L 2R5.
|
Item
2.
|
Identify
and Background.
|
Item
2 of
the Schedule 13D filed on February 22, 2005 (hereinafter the “Original Schedule
13D”) is amended by deleting in its entirety the text under Item 2 of the
Original Schedule 13D, and replacing such text with the following:
This
Schedule 13D/A is filed by Adolph Coors Company LLC, a Wyoming limited
liability company (the "Reporting Person"), as sole trustee of the Adolph
Coors,
Jr. Trust dated September 12, 1969. This Schedule 13D/A is being filed pursuant
to Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), with respect to the Company’s Class A Common Stock described in
this Schedule 13D/A. This Schedule 13D/A amends the Original Schedule
13D.
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Name
|
|
Principal
Place
|
|
State
of Organization
|
|
Principal
Business
|
| |
|
|
|
|
|
|
|
Adolph
Coors Company LLC, Trustee of the Adolph Coors, Jr. Trust, dated
September
12, 1969
|
|
Suite
412, 2120 Carey Avenue
|
|
Wyoming
|
|
To
manage and administer assets for the Adolph Coors, Jr. Trust and
other
Coors Family Trusts*, the beneficiaries of which are descendents
of Adolph
Coors
|
*
The
other Coors Family Trusts, none of which holds any shares of the Company’s Class
A Common Stock but all of which hold shares of the Company’s Class B Common
Stock, are the Augusta Coors Collbran Trust dated July 5, 1946 (as further
amended); the Bertha Coors Munroe Trust dated July 5, 1946 (as further amended);
the Herman F. Coors Trust dated July 5, 1946 (as further amended); the Louise
Coors Porter Trust dated July 5, 1946 (as further amended); the Grover C. Coors
Trust dated August 7, 1952; and the May Kistler Coors Trust dated September
24,
1965 (individually and collectively, the “Coors Family Trusts”), for all of
which trusts Adolph Coors Company LLC is the sole trustee.
B.
Natural
Persons
N/A
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Item 3.
|
Source
and Amount of Funds or Other
Consideration.
|
Item
3 of
the Original Schedule 13D/A is amended as follows:
| |
·
|
The
first sentence is amended in its entirety to read as follows: The
initial
individual trustees of the Adolph Coors, Jr. Trust acquired 1,260,000
shares of Class A Common Stock on or around 1970 as a result of a
transfer
from Adolph Coors, Jr.
|
| |
·
|
The
term “Reporting Person” is deemed to be Adolph Coors Company LLC, as
Trustee of the Adolph Coors, Jr. Trust effective June 30,
2006.
|
|
Item 4.
|
Purpose
of Transaction.
|
Item
4 of
the Original Schedule 13D/A is amended as follows:
| |
·
|
The
following four paragraphs are inserted at the beginning of Item
4:
|
The
Reporting Person (Adolph Coors Company LLC) became the Trustee of the Adolph
Coors, Jr. Trust on June 30, 2006. Adolph Coors Company LLC is trustee for
all
of the holdings of the Adolph Coors, Jr. Trust and the other Coors Family
Trusts, including the Common Units of Adolph Coors Company LLC.
The
sole
purpose of this Amendment No. 1 to the Original Schedule 13D is to report the
designation effective June 30, 2006, of Adolph Coors Company LLC as successor
trustee to the individual trustees listed under Item 2B, “Natural Persons” of
the Original Schedule 13D. Adolph Coors Company LLC does not serve as trustee
for any other trusts or conduct any business not related to the administration
and management of the Coors Family Trusts.
The
purpose of the designation by the former individual trustees of the Adolph
Coors, Jr. Trust and of the other Coors Family Trusts of Adolph Coors Company
LLC as successor trustee was to provide for a single entity to serve as trustee,
which has the benefits of formally consolidating administration and management
of the holdings of the Coors Family Trusts and of facilitating short-term and
long-term planning for the Trusts. All twelve (12) of the former individual
trustees of the Coors Family Trusts are descendents of Adolph Coors and now
constitute the Board of Directors of Adolph Coors Company LLC.
Peter
H.
Coors, Vice Chairman of the Board of Directors of the Company and Executive
Chairman of Coors Brewing Company; Melissa Coors Osborn, a Director of the
Company and a member of management of the Company; and Christien Coors Ficeli,
a
member of management of the Company, are also Directors of Adolph Coors Company
LLC. Peter H. Coors, Melissa Coors Osborn and Christien Coors Ficeli, together
with William K. Coors and Jeffrey H. Coors (these individuals formerly serving
as individual trustees of the Adolph Coors, Jr. Trust), constitute the members
of the Adolph Coors, Jr. Trust Committee of the Board of Directors of Adolph
Coors Company LLC, which Trust Committee has authority and responsibility with
respect to the administration of the Adolph Coors, Jr. Trust.
| |
·
|
The term
“Reporting Person” in the current first and second paragraphs (now
paragraphs five and six) of Item 4 of the Original Schedule 13D is
deemed
to be Adolph Coors Company LLC, as Trustee of the Adolph Coors, Jr.
Trust
effective June 30, 2006.
|
| |
·
|
The
current third and fourth paragraphs of Item 4 of the Original Schedule
13D
are eliminated in their entirety and the following three paragraphs
inserted in lieu thereof:
|
Peter
H.
Coors is also Co-Chairman of Adolph Coors Company LLC. None of Peter H. Coors,
Melissa Coors Osborn and Christien Coors Ficeli are considered beneficial owners
of the shares of Class A Common Stock held by Adolph Coors Company LLC as
Trustee of the Adolph Coors, Jr. Trust. There are nine other Directors of Adolph
Coors Company LLC, all of whom are descendents of Adolph Coors. None of the
other individual members of the Board of Directors or of the officers of Adolph
Coors Company LLC are considered to beneficial owners of the shares of Class
A
Common Stock held by Adolph Coors Company LLC, as Trustee of the Adolph Coors,
Jr. Trust.
The
Reporting Person, which is also the beneficial owner of 9,252,994 shares of
the
Company’s Class B Common Stock, pursues an investment objective that seeks
capital appreciation, in the context of the provisions of the Adolph Coors,
Jr.
Trust Agreement (dated September 12, 1969) expressing the intent that the
interests of the Settlor and his descendants remain aligned with those of the
Company. The Reporting Person will continuously analyze the operations, capital
structure, and markets of companies in which it invests, including the Company,
through analysis of documentation and discussions with knowledgeable industry
and market observers and with representatives of such companies (often at the
invitation of management). As a result of these activities, the Reporting Person
may participate in interviews or hold discussions with third parties or with
management in which the Reporting Person may suggest or take a position with
respect to potential changes in the operations, management, or capital structure
of such companies as a means of enhancing shareholder value. Such suggestions
or
positions may relate to one or more of the transactions described in Item 4(a)
through (j) of Schedule 13D under Rule 13d-1(a), including,
without limitation, such matters as disposing of one or more businesses; selling
the Company or acquiring another company or business; changing operating or
marketing strategies; adopting, not adopting, modifying, or eliminating certain
types of anti-takeover measures; restructuring the Company's capitalization;
reviewing dividend and compensation policies; entering into agreements with
third parties relating to acquisitions of securities issued or to be issued
by
the Company; entering into agreements with the management of the Company
relating to acquisitions of shares of the Company by members of management,
issuance of options to management, or their employment by the
Company.
Further,
subject to and depending upon the availability of prices deemed favorable by
the
Reporting Person, it may choose to purchase additional shares of Class A
Common Stock or Class A Exchangeable Shares or Class B Common Stock or
Class B Exchangeable Shares from time to time in the open market, in privately
negotiated transactions with third parties, by exercising options or warrants,
or otherwise. In addition, depending upon prevailing conditions or other
factors, the Reporting Person may determine to dispose of shares of Class B
Common Stock currently held by the Reporting Person or that would be held by
the
Reporting Person from the conversion of Class A Common Stock in accordance
with the obligation to so convert in the Voting Trust Agreements applicable
to
the Class A Common Stock (as described in the Original Schedule 13D), in the
open market, in privately negotiated transactions with third parties, or
otherwise.
As
Directors of the Company, each of Peter H. Coors and Melissa Coors Osborn
may consider plans and proposals submitted by management with respect to
business combinations aimed at improving the operating efficiencies of the
Company, acquiring complementary properties, entering new market regions and/or
for other reasons. These business combinations may include mergers and
acquisitions, asset purchases and sales, as well as strategic ventures and
marketing alliances. Peter H. Coors, Melissa Coors Osborn and Christien
Coors Ficeli may also consider such plans and proposals in their capacities
as
members of management of the Company. As Directors of the Company, Peter H.
Coors and Melissa E. Coors also may, depending on
the
facts and circumstances, consider any plans and proposals with respect to other
transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Except
as
described herein, the Reporting Person has no present plans or proposals that
relate to or would result in any of the actions described in Item 4(a) through
(j) of Schedule 13D under Rule 13d-1(a).
|
Item 5.
|
Interest
in Securities of the
Company.
|
The
term
“Reporting Person” in Item 5 of the Original Schedule 13D is deemed to be Adolph
Coors Company LLC, as Trustee of the Adolph Coors, Jr. Trust effective June
30,
2006.
|
Item 6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Company.
|
The
term
“Reporting Person” in Item 6 of the Original Schedule 13D is deemed to be Adolph
Coors Company LLC, as Trustee of the Adolph Coors, Jr. Trust effective June
30,
2006.
|
Item 7.
|
Material
to be filed as
Exhibits.
|
References
to “Adolph Coors, Jr. Trust” in the Exhibits (99.1, 99.2, 99.3, and 99.4) to the
Original Schedule 13D are deemed to refer to and include Adolph Coors Company
LLC, Trustee of the Adolph Coors, Jr. Trust.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Date
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| |
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| |
/s/
Robert Reese
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| |
Signature
|
| |
|
| |
Adolph
Coors Company LLC, Trustee for the Adolph Coors, Jr.
Trust
|
| |
Robert
Reese, Secretary
|
| |
Name/Title
|
9
Dates Referenced Herein and Documents Incorporated By Reference
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