 |
|---|
| As Of | Filer | Doc Filing¹ | For·On·As | Docs:Size | Issuer | | Filing Agent | | | | | | | | | |
|---|
|
|---|
2/11/11 Brown Frazier Owsley SC 13G/A 1:101K Brown-Forman Corp. Donnelley … Solutions/FA
Catherine Amelia Frazier Joy³
Laura L. Frazier³
The Amelia Brown Frazier Trust U-A Dated April 13, 1961³
The Owsley Brown Trust Under Will Dated March 1, 1948³
1: SC 13G/A Amendment to Statement of Acquisition of Beneficial Ownership by a
"Passive" Investor -- HTML: 99K| SC 13G/A | 1st Page of 13± | Brown Frazier Owsley - SC 13G/A - re: Brown-Forman Corp. | No Page-Breaks | | Line 43: SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
BROWN-FORMAN CORPORATION
(Name of Issuer) ... | | Line 58: (Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed.
| | Line 123: NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Owsley Brown Frazier
| | Line 140: (2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| | Line 318: (10)
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS).
| | Line 437: NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Laura L. Frazier
| | Line 454: (2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| | Line 632: (10)
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS).
| | Line 752: NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Catherine Amelia Frazier Joy
| | Line 769: (2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| | Line 947: (10)
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS).
| | Line 1,067: NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
The Owsley Brown Trust under Will dated March 1, 1948, as modified by Codicils ( Owsley Brown Frazier Share), National City Bank, Trustee
| | Line 1,084: (2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| | Line 1,262: (10)
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS).
| | Line 1,317:
*The Reporting Person is a trust established under the laws of Kentucky.
| | Line 1,382: NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
The Amelia Brown Frazier Trust U/A dated April 13, 1961 for the Benefit of Owsley Brown Frazier , The Glenview Trust Company, Trustee
| | Line 1,399: (2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| | Line 1,577: (10)
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS).
| | Line 1,632:
*The Reporting Person is a trust established under the laws of Kentucky.
| | Line 1,667:
Brown-Forman Corporation
850 Dixie Highway ... | | Line 1,693:
The persons reporting on this Schedule 13G are Owsley Brown Frazier , Laura L. Frazier ,
Catherine Amelia Frazier Joy , The Owsley Brown Trust under Will dated March 1, 1948, as modified by
Codicils ( Owsley Brown Frazier Share), National City Bank, Trustee, and The Amelia Brown Frazier
Trust U/A dated April 13, 1961, for the Benefit of Owsley Brown Frazier , The Glenview Trust
Company, Trustee. | | Line 1,732:
Principal Business Address of Owsley Brown Frazier :
| | Line 1,745:
Principal Business Address of Laura L. Frazier :
| | Line 1,758:
Principal Business Address of Catherine Amelia Frazier Joy :
| | Line 1,771:
Principal Business Address of The Owsley Brown Trust
under Will dated March 1, 1948, as modified by Codicils
( Owsley Brown Frazier Share), National City Bank, Trustee:
| | Line 1,785:
Principal Business Address of The Amelia Brown Frazier
Trust U/A dated April 13, 1961, for the benefit of Owsley
Brown Frazier, Glenview Trust Company, Trustee:
| | Line 1,814:
Citizenship: Each of the individual Reporting Persons is a U.S. citizen. Each of the
trusts is domiciled in Kentucky. | | Line 1,826:
Title of class of securities: Brown-Forman Corporation Class A Common Stock
| | Line 1,868:
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
| | Line 1,894: ...
o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
| | Line 1,905: ...
o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
| | Line 1,916: ...
o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
| | Line 1,927: ...
o Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8). | | Line 1,974: ...
o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813). | | Line 1,986: ...
o A church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
| | Line 2,025:
The Class A Common Stock beneficially owned by each reporting person as of December 31, 2010
is as follows: ... | | Line 2,049:
Owsley Brown Frazier :
| | Line 2,148:
Laura L. Frazier :
| | Line 2,223:
Catherine Amelia Frazier Joy :
| | Line 2,298:
The Owsley Brown Trust under Will
| | Line 2,309:
Dated March 1, 1948, as modified by
| | Line 2,320:
Codicils ( Owsley Brown Frazier
| | Line 2,373:
The Amelia Brown Frazier Trust U/A
| | Line 2,384:
Dated April 13, 1961, for the benefit
| | Line 2,395:
Of Owsley Brown Frazier , the
| | Line 2,406:
Glenview Trust Company as Trustee
| | Line 2,442:
Owsley Brown Frazier , Laura L. Frazier , Catherine Amelia Frazier Joy , The Amelia Brown Frazier
Trust U/A dated April 13, 1961 for the benefit of Owsley Brown Frazier , and The Owsley Brown Trust
under Will dated March 1, 1948, as modified by Codicils ( Owsley Brown Frazier Share), have agreed
in principle to act together, through the formation of Avish Agincourt, LLC, for the purpose of
voting and holding equity securities of the Issuer. Therefore, for purposes of this Schedule 13G,
each may be deemed to have acquired beneficial ownership of the equity securities of the Issuer
beneficially owned by each of the other Reporting Persons. As of December 31, 2010 , the aggregate
beneficial ownership of the undersigned Reporting Persons is 6,432,998 shares of Class A Common
Stock, or 11.37% of the issued and outstanding Class A Common Stock of the issuer.
| | Line 2,473:
If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following o.
| | Line 2,507:
Each of the undersigned is a party to the Operating Agreement of Avish Agincourt, LLC, a
Delaware limited liability company (the LLC), for the purpose of voting and holding equity
securities of the Issuer. The LLC holds in the aggregate 5,653,921 shares (LLC Shares), or 9.9%,
of the issued and outstanding Class A Common Stock of the Issuer. The LLC has the right to receive
the dividends and the proceeds of sale from the LLC Shares.
| | Line 2,528:
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person.
| | Line 2,548:
Identification and Classification of Members of the Group.
| | Line 2,592:
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect. | | Line 2,601:
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. | | Line 2,621: ...
/s/ Owsley Brown Frazier
| | Line 2,626:
Owsley Brown Frazier
| | Line 2,670: ...
/s/ Catherine Amelia Frazier Joy
| | Line 2,675:
Catherine Amelia Frazier Joy
| | Line 2,689: ...
/s/ Laura L. Frazier
| | Line 2,694:
Laura L. Frazier
| | Line 2,709: ... /s/ By Joel Wilson
The Owsley Brown Trust under Will dated March 1, 1948, as modified by Codicils
( Owsley Brown Frazier Share), National City Bank, Trustee
| | Line 2,727: ...
/s/
The Glenview Trust Company, Trustee, by Tawana Edwards Maggard, CO-CEO & Chief Fiduciary Officer
| | Line 2,733:
The Amelia Brown Frazier Trust U/A dated April 13, 1961, for the Benefit of
| | Line 2,738:
Owsley Brown Frazier , The Glenview Trust Company, Trustee
| | Line 2,757:
The undersigned hereby agree as follows:
1. Each of them is individually eligible to use the Schedule 13G, as amended, to which this Exhibit
is attached, and such Schedule 13G is filed on behalf of each of them; and
2. Each of them is responsible for the timely filing of such Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information concerning such person contained
therein; but none of them is responsible for the completeness or accuracy of the information
concerning the other person making the filing, unless such person knows or has reason to believe
that such information is inaccurate. | | Line 2,789: ...
/s/ Owsley Brown Frazier
| | Line 2,794:
Owsley Brown Frazier
| | Line 2,803: ...
/s/ Catherine Amelia Frazier Joy
| | Line 2,808:
Catherine Amelia Frazier Joy
| | Line 2,817: ...
/s/ Laura L. Frazier
| | Line 2,822:
Laura L. Frazier
| | Line 2,835: ...
/s/ By Joel Wilson
The Owsley Brown Trust under Will dated March 1, 1948, as modified by Codicils
( Owsley Brown Frazier Share), National City Bank, Trustee
| | Line 2,853: ...
/s/
The Glenview Trust Company, Trustee, by
Tawana Edwards Maggard, CO-CEO & Chief Fiduciary Officer ... | | Line 2,860:
The Amelia Brown Frazier Trust U/A dated April 13, 1961, for the Benefit of Owsley Brown Frazier , The Glenview Trust Company, Trustee
|
2/16/10 Brown Frazier Owsley SC 13G/A 1:92K Brown-Forman Corp. Donnelley … Solutions/FA
Catherine Amelia Frazier Joy³
Laura L. Frazier³
The Amelia Brown Frazier Trust U/A Dated April 13, 1961³
The Owsley Brown Trust Under Will Dated March 1, 1948³
1: SC 13G/A Amendment to Statement of Acquisition of Beneficial Ownership by a
"Passive" Investor -- HTML: 90K| SC 13G/A | 1st Page of 12± | Brown Frazier Owsley - SC 13G/A - re: Brown-Forman Corp. | No Page-Breaks | | Line 44: SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
BROWN-FORMAN CORPORATION
(Name of Issuer) ... | | Line 59: (Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
o Rule 13d-1(b) ... | | Line 122:
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Owsley Brown Frazier
| | Line 139: (2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| | Line 317: (10)
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS). | | Line 440:
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Laura L. Frazier
| | Line 457: (2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| | Line 635: (10)
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS). | | Line 758:
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Catherine Amelia Frazier Joy
| | Line 775: (2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| | Line 953: (10)
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS). | | Line 1,076:
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Owsley Brown Trust under Will dated March 1, 1948, as modified by Codicils ( Owsley Brown Frazier Share), National City Bank, Trustee
| | Line 1,093: (2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| | Line 1,271: (10)
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS). | | Line 1,330:
* The Reporting Person is a trust established under the laws of Kentucky.
| | Line 1,395:
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Amelia Brown Frazier Trust U/A dated April 13, 1961 for the Benefit of Owsley Brown Frazier , The Glenview Trust Company, Trustee
| | Line 1,412: (2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| | Line 1,590: (10)
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS). | | Line 1,649:
* The Reporting Person is a trust established under the laws of Kentucky.
| | Line 1,669:
Brown-Forman Corporation
850 Dixie Highway ... | | Line 1,677:
The persons reporting on this Schedule 13G are Owsley Brown Frazier , Laura L. Frazier ,
Catherine Amelia Frazier Joy , The Owsley Brown Trust under Will dated March 1, 1948, as modified by
Codicils ( Owsley Brown Frazier Share), National City Bank, Trustee, and The Amelia Brown Frazier
Trust U/A dated April 13, 1961, for the Benefit of Owsley Brown Frazier , The Glenview Trust
Company, Trustee. | | Line 1,698:
Principal Business Address of Owsley Brown Frazier :
| | Line 1,711:
Principal Business Address of Laura L. Frazier :
| | Line 1,724:
Principal Business Address of Catherine Amelia Frazier Joy :
| | Line 1,737:
Principal Business Address of The Owsley Brown Trust
under Will dated March 1, 1948, as modified by Codicils
( Owsley Brown Frazier Share), National City Bank, Trustee:
| | Line 1,751:
Principal Business Address of The Amelia Brown Frazier
Trust U/A dated April 13, 1961, for the benefit of Owsley
Brown Frazier, Glenview Trust Company, Trustee:
| | Line 1,765:
Item 2(c). Citizenship: Each of the individual Reporting Persons is a U.S. citizen. Each of the
trusts is domiciled in Kentucky.
Item 2(d). Title of class of securities: Brown-Forman Corporation Class A Common Stock
| | Line 1,785:
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
| | Line 1,807:
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
| | Line 1,823:
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
| | Line 1,839:
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
| | Line 1,855:
Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8). | | Line 1,922:
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813). | | Line 1,939:
A church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
| | Line 1,965:
The Class A Common Stock beneficially owned by each reporting person as of December 31, 2009
is as follows: ... | | Line 1,990:
Owsley Brown Frazier :
| | Line 2,078:
Laura L. Frazier :
| | Line 2,141:
Catherine Amelia Frazier Joy :
| | Line 2,204:
The Owsley Brown Trust under Will
| | Line 2,213:
Dated March 1, 1948, as modified by
| | Line 2,222:
Codicils ( Owsley Brown Frazier
| | Line 2,267:
The Amelia Brown Frazier Trust U/A
| | Line 2,276:
Dated April 13, 1961, for the benefit
| | Line 2,285:
Of Owsley Brown Frazier , the
| | Line 2,294:
Glenview Trust Company as Trustee
| | Line 2,324:
Owsley Brown Frazier , Laura L. Frazier , Catherine Amelia Frazier Joy , The Amelia Brown Frazier
Trust U/A dated April 13, 1961 for the benefit of Owsley Brown Frazier , and The Owsley Brown Trust
under Will dated March 1, 1948, as modified by Codicils ( Owsley Brown Frazier Share), have agreed
in principle to act together, through the formation of Avish Agincourt, LLC, for the purpose of
voting and holding equity securities of the Issuer. Therefore, for purposes of this Schedule 13G,
each may be deemed to have acquired beneficial ownership of the equity securities of the Issuer
beneficially owned by each of the other Reporting Persons. As of December 31, 2009 , the aggregate
beneficial ownership of the undersigned Reporting Persons is 6,432,998 shares of Class A Common
Stock, or 11.37% of the issued and outstanding Class A Common Stock of the issuer.
| | Line 2,338:
If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following o.
| | Line 2,355:
Each of the undersigned is a party to the Operating Agreement of Avish Agincourt, LLC, a
Delaware limited liability company (the LLC), for the purpose of voting and holding equity
securities of the Issuer. The LLC holds in the aggregate 5,553,921 shares (LLC Shares), or 9.8%,
of the issued and outstanding Class A Common Stock of the Issuer. The LLC has the right to receive
the dividends and the proceeds of sale from the LLC Shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person.
| | Line 2,369:
Item 8. Identification and Classification of Members of the Group.
| | Line 2,384:
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect. | | Line 2,393:
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. | | Line 2,408: ...
/s/ Owsley Brown Frazier
Owsley Brown Frazier
| | Line 2,440: ...
/s/ Catherine Amelia Frazier Joy
Catherine Amelia Frazier Joy
| | Line 2,452: ...
/s/ Laura L. Frazier
Laura L. Frazier
| | Line 2,468:
The Owsley Brown Trust under Will dated March 1, 1948, as modified by Codicils
( Owsley Brown Frazier Share), National City Bank, Trustee
| | Line 2,483:
The Amelia Brown Frazier Trust U/A dated April 13, 1961, for the Benefit of
Owsley Brown Frazier , The Glenview Trust Company, Trustee
| | Line 2,513:
The undersigned hereby agree as follows:
1. Each of them is individually eligible to use the Schedule 13G, as amended, to which this Exhibit
is attached, and such Schedule 13G is filed on behalf of each of them; and
2. Each of them is responsible for the timely filing of such Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information concerning such person contained
therein; but none of them is responsible for the completeness or accuracy of the information
concerning the other person making the filing, unless such person knows or has reason to believe
that such information is inaccurate. | | Line 2,540: ...
/s/ Owsley Brown Frazier
| | Line 2,545:
Owsley Brown Frazier
| | Line 2,554: ...
/s/ Catherine Amelia Frazier Joy
| | Line 2,559:
Catherine Amelia Frazier Joy
| | Line 2,568: ...
/s/ Laura L. Frazier
| | Line 2,573:
Laura L. Frazier
| | Line 2,587:
The Owsley Brown Trust under Will dated March 1, 1948, as modified by Codicils
( Owsley Brown Frazier Share), National City Bank, Trustee
| | Line 2,607:
The Amelia Brown Frazier Trust U/A dated April 13, 1961, for the Benefit
of Owsley Brown Frazier , The Glenview Trust Company, Trustee
|
2/17/09 Brown Frazier Owsley SC 13G/A 1:105K Brown-Forman Corp. Bowne of Atlanta Inc./FA
Catherine Amelia Frazier Joy³
Laura L. Frazier³
The Amelia Brown Frazier Trust U/A Dated April 13, 1961³
The Owsley Brown Trust Under Will Dated March 1, 1948³
1: SC 13G/A Amendment to Statement of Acquisition of Beneficial Ownership by a
"Passive" Investor -- HTML: 104K| SC 13G/A | 1st Page of 13± | Brown Frazier Owsley - SC 13G/A - re: Brown-Forman Corp. | No Page-Breaks | | Line 47:
Under the Securities Exchange Act of 1934
(Amendment No. 2)
BROWN-FORMAN CORPORATION
| | Line 65: (Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
| | Line 133:
NAMES OF REPORTING PERSONS
Owsley Brown Frazier I.R.S. Identification Nos. of above persons (entities only)
| | Line 150: 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| | Line 328: 10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| | Line 449:
NAMES OF REPORTING PERSONS
Laura L. Frazier I.R.S. Identification Nos. of above persons (entities only)
| | Line 466: 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| | Line 644: 10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| | Line 765:
NAMES OF REPORTING PERSONS
Catherine Amelia Frazier Joy I.R.S. Identification Nos. of above persons (entities only)
| | Line 782: 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| | Line 960: 10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| | Line 1,081:
NAMES OF REPORTING PERSONS
The Owsley Brown Trust under Will dated March 1, 1948, as modified by Codicils ( Owsley Brown Frazier Share), National City Bank, Trustee I.R.S. Identification Nos. of above persons (entities only)
| | Line 1,098: 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| | Line 1,276: 10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| | Line 1,330:
*The Reporting Person
is a trust established under the laws of Kentucky.
| | Line 1,398:
NAMES OF REPORTING PERSONS
The Amelia Brown Frazier Trust U/A dated April 13, 1961 for the Benefit of Owsley Brown Frazier , The Glenview Trust Company, Trustee I.R.S. Identification Nos. of above persons (entities only)
| | Line 1,415: 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| | Line 1,593: 10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| | Line 1,647:
*The Reporting Person is a trust established under the laws of Kentucky.
| | Line 1,677:
Brown-Forman Corporation
850 Dixie Highway ... | | Line 1,687:
The persons reporting on this Schedule 13G are Owsley Brown Frazier , Laura L. Frazier ,
Catherine Amelia Frazier Joy , The Owsley Brown Trust under Will dated March 1, 1948, as modified by
Codicils ( Owsley Brown Frazier Share), National City Bank, Trustee, and The Amelia Brown Frazier
Trust U/A dated April 13, 1961, for the Benefit of Owsley Brown Frazier , The Glenview Trust
Company, Trustee. | | Line 1,711:
Principal Business Address of Owsley Brown Frazier :
| | Line 1,743:
Principal Business Address of Laura L. Frazier :
| | Line 1,774:
Principal Business Address of Catherine Amelia Frazier Joy :
| | Line 1,805:
Principal Business Address of The Owsley Brown Trust
| | Line 1,813: ...
under Will dated March 1, 1948, as modified by Codicils
| | Line 1,821:
( Owsley Brown Frazier Share), National City Bank, Trustee:
| | Line 1,835:
Principal Business Address of The Amelia Brown Frazier
| | Line 1,843:
Trust U/A dated April 13, 1961, for the benefit of Owsley
| | Line 1,851:
Brown Frazier, Glenview Trust Company, Trustee:
| | Line 1,870:
Item 2(c). Citizenship: Each of the individual Reporting Persons is a U.S. citizen. Each of the
trusts is domiciled in Kentucky. | | Line 1,875:
Item 2(d). Title of class of securities: Brown-Forman Corporation Class A Common Stock
| | Line 1,905:
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
| | Line 1,910: ...
(a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) o Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8). | | Line 1,934: ...
(h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813).
(i) o A church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
| | Line 1,949:
The Class A Common Stock beneficially owned by each reporting person as of December 31, 2008
is as follows: ... | | Line 1,973:
Owsley Brown Frazier :
| | Line 2,073:
Laura L. Frazier :
| | Line 2,148:
Catherine Amelia Frazier Joy :
| | Line 2,223:
The Owsley Brown Trust under Will
| | Line 2,234:
Dated March 1, 1948, as modified by
| | Line 2,245:
Codicils ( Owsley Brown Frazier
| | Line 2,298:
The Amelia Brown Frazier Trust U/A
| | Line 2,309:
Dated April 13, 1961, for the benefit
| | Line 2,320:
Of Owsley Brown Frazier , the
| | Line 2,331:
Glenview Trust Company as Trustee
| | Line 2,367:
Owsley Brown Frazier , Laura L. Frazier , Catherine Amelia Frazier Joy , The Amelia Brown Frazier
Trust U/A dated April 13, 1961 for the benefit of Owsley Brown Frazier , and The Owsley Brown Trust
under Will dated March 1, 1948, as modified by Codicils ( Owsley Brown Frazier Share), have agreed
in principle to act together, through the formation of Avish Agincourt, LLC, for the purpose of
voting and holding equity securities of the Issuer. Therefore, for purposes of this Schedule 13G,
each may be deemed to have acquired beneficial ownership of the equity securities of the Issuer
beneficially owned by each of the other Reporting Persons. As of December 31, 2008 , the aggregate
beneficial ownership of the undersigned Reporting Persons is 6,432,998 shares of Class A Common
Stock, or 11.4% of the issued and outstanding Class A Common Stock of the issuer.
| | Line 2,382:
If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following o.
| | Line 2,401:
Each of the undersigned is a party to the Operating Agreement of Avish Agincourt, LLC, a
Delaware limited liability company (the LLC), for the purpose of voting and holding equity
securities of the Issuer. The LLC holds in the aggregate 5,553,921 shares (LLC Shares), or 9.8%,
of the issued and outstanding Class A Common Stock of the Issuer. The LLC has the right to receive
the dividends and the proceeds of sale from the LLC Shares.
| | Line 2,419: Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person.
| | Line 2,429:
Item 8. Identification and Classification of Members of the Group.
| | Line 2,446:
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect. | | Line 2,456:
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. | | Line 2,482:
Owsley Brown Frazier , by Holli H. Lewis ,
| | Line 2,492: ...
attorney dated May 17, 2007
| | Line 2,520: ...
/s/ Catherine Amelia Frazier Joy
| | Line 2,526:
Catherine Amelia Frazier Joy
| | Line 2,536: ...
/s/ Laura L. Frazier
| | Line 2,542:
Laura L. Frazier
| | Line 2,558:
The Owsley Brown Trust under Will dated
| | Line 2,568:
( Owsley Brown Frazier Share), National
| | Line 2,586: ... /s/
Tawana Edwards Maggard , Principal
The Amelia Brown Frazier Trust U/A dated
| | Line 2,591:
April 13, 1961, for the Benefit of Owsley
| | Line 2,596:
Brown Frazier, The Glenview Trust
| | Line 2,621:
The undersigned hereby agree as follows:
1. Each of them is individually eligible to use the Schedule 13G, as amended, to which this Exhibit
is attached, and such Schedule 13G is filed on behalf of each of them; and
2. Each of them is responsible for the timely filing of such Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information concerning such person contained
therein; but none of them is responsible for the completeness or accuracy of the information
concerning the other person making the filing, unless such person knows or has reason to believe
that such information is inaccurate. | | Line 2,653: ...
/s/ Owsley Brown Frazier
| | Line 2,660:
Owsley Brown Frazier
| | Line 2,671: ...
/s/ Catherine Amelia Frazier Joy
| | Line 2,678:
Catherine Amelia Frazier Joy
| | Line 2,689: ...
/s/ Laura L. Frazier
| | Line 2,696:
Laura L. Frazier
| | Line 2,714:
The Owsley Brown Trust under Will dated
| | Line 2,726:
( Owsley Brown Frazier Share), National
| | Line 2,750: ... /s/ Tawana Edwards Maggard ,
Principal
The Amelia Brown Frazier Trust U/A dated
| | Line 2,756:
April 13, 1961, for the Benefit of Owsley
| | Line 2,762:
Brown Frazier, The Glenview Trust
| | Line 2,785:
The undersigned does hereby constitute and appoint each of Nelea A. Absher, Holli H. Lewis , Diane
M. Barhorst, and Laura H. Pulliam, signing singly, the undersigned’s true and lawful
attorney-in-fact to: ... | | Line 2,796: ... 1.
prepare, execute and file, for and on behalf of the undersigned, Form ID, Forms 3, 4 and 5
(including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act
of 1934 (the “Act”) and the rules thereunder, and Schedules 13D and 13G (including amendments
thereto) in accordance with Sections 13(d) and 13(g) of the Act and the rules thereunder;
| | Line 2,807: ... 2.
do and perform any and all acts for and on behalf of the undersigned that may be necessary or
desirable to prepare and execute any such Form ID, Form 3, 4 or 5 (including amendments
thereto) or Schedule 13D or 13G (including amendments thereto) and timely file that Form or
Schedule with the United States Securities and Exchange Commission and any stock exchange or
similar authority, and provide a copy as required by law or advisable to such persons as the
attorney-in-fact deems appropriate; and ... | | Line 2,820: ... 3.
take any other action of any type whatsoever in connection with the foregoing that, in the
opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally
required of the undersigned, it being understood that the documents executed by the
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as the attorney-in-fact may approve in
the attorney-in-fact’s discretion.
| | Line 2,831:
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that the attorney-in-fact, or the
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in
serving in such capacity at the request of the undersigned, are not assuming, nor is Brown-Forman
Corporation (the “Corporation”) assuming, (i) any of the undersigned’s responsibilities to comply
with Section 16 or Sections 13(d) or 13(g) of the Act or (ii) any liability of the undersigned for
failure to comply with such requirements. This Power of Attorney does not relieve the undersigned
from the undersigned’s obligations to comply with the requirements of the Act, including without
limitation the reporting requirements under Section 16 or Sections 13(d) or 13(g) thereunder. The
undersigned agrees that each such attorney-in-fact may rely entirely on information furnished
orally or in writing by or at the direction of the undersigned to the attorney-in-fact.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4 and 5 (including amendments thereto) and Schedules 13D and 13G
(including amendments thereto) with respect to the undersigned’s holdings of and transactions in
securities issued by the Corporation, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys in fact. This Power of Attorney does not revoke any other
power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this
17th day of May, 2007. | | Line 2,873: ...
/s/ Owsley Brown Frazier
Owsley Brown Frazier
|
| ____________ | | ¹ | Filing/Form and Document/Exhibit Types: -K | | SC 13G | Statement of Acquisition of Beneficial Ownership by a “Passive” Investor — Schedule 13G. | | /A | Amendment to, or Amended version of, a previous Filing of this Type. | | ³ | Group Member: A Registrant or non-Registrant party to this Filing made by a Group. |
|
