Adolph Coors Company SC13D/A 2 7-10-2006
UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Molson
Coors Brewing Company
(Name
of
Issuer)
Class
B Common Stock, par value of $0.01 (non-voting)
(Title
of
Class of Securities)
60871R
209
(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
Cheyenne,
WY 82001
307.214.8552
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
July
10,
2006
(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).
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Adolph
Coors Company LLC, Trustee of the Coors Family
Trusts
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
N/A
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization
Wyoming
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
9,252,994
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8.
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Shared
Voting Power
0
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9.
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Sole
Dispositive Power
9,252,994
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10.
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Shared
Dispositive Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
9,252,994
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions) o
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13.
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Percent
of Class Represented by Amount in Row (11)
10.8%
(1)
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14.
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Type
of Reporting Person (See Instructions)
00
(2)
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___________________
(1)
Using
number in Item 11 divided by number of outstanding shares of Class B Common
Stock that, for purposes of this Schedule 13D/A, includes all shares of
Class B Common Stock issuable upon conversion of all outstanding shares of
Class
A Common Stock, Class A Exchangeable Shares of Molson Coors Canada Inc. and
Class B 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 relates is the
Class B common stock, par value of $0.01 (voting) (the "Class B 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”), and as amended by the Schedule 13D/A filed on July 12, 2005 (hereinafter
the “First Amended Schedule 13D”), is further amended by deleting in its
entirety the text under Item 2 of the Original Schedule 13D and of the First
Amended Schedule 13D/A, 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 Trustee of the Adolph Coors,
Jr.
Trust dated September 12, 1969; 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.
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 B Common Stock described in this Schedule 13D/A.
A.
Reporting
Person
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Name
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Principal
Place of Business
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State
of Organization
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Principal
Business
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Adolph
Coors Company LLC, Trustee of the Coors Family Trusts
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Suite
412,
2120
Carey Avenue
Cheyenne,
WY 82001
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Wyoming
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To
manage and administer assets for the Coors Family Trusts, the
beneficiaries of which are descendents of Adolph
Coors
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B.
Natural
Persons
N/A
Item 3. Source
and Amount of Funds or Other Consideration.
Item
3 of
the Original Schedule 13D is amended as follows:
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The
following new paragraph is inserted at the beginning of Item 3:
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Keystone
Financing LLC (a Delaware limited liability company wholly-owned by the Coors
Family Trusts), the prior Reporting Person, was dissolved on July 10, 2006,
with
the effect that the shares of the Company’s Class B Common Stock held by
Keystone Financing LLC reverted to the Coors Family Trusts, for all of which
Trusts Adolph Coors Company LLC became sole trustee effective June 30,
2006.
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·
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The
second paragraph is amended to read as
follows:
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Each
of
the Trusts acquired their shares of Class B Common Stock at various times prior
to the date hereof.
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·
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The
term Reporting Person or Reporting Persons is deemed to be Adolph
Coors
Company LLC, Trustee of the Coors Family Trusts effective June 30,
2006.
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Item
4 of
the Original Schedule 13D/A is amended by deleting in its entirety the text
therein and inserting in lieu thereof the following:
The
Reporting Person became the trustee for the Coors Family Trusts on June 30,
2006. Keystone Financing LLC (a Delaware limited liability company wholly-owned
by the Coors Family Trusts), the prior Reporting Person, was dissolved on July
10, 2006, with the effect that the shares of the Company’s Class B Common Stock
held by Keystone Financing LLC reverted to the Coors Family Trusts, for all of
which Trusts Adolph Coors Company LLC became sole trustee effective June 30,
2006. Each of the Coors Family Trusts contributed 25,000 shares of the Class
B
Common Stock as capital to Adolph Coors Company LLC in exchange for 25,000
Common Units per Trust of Adolph Coors Company LLC. Adolph Coors Company LLC
is
Trustee for all of the holdings of the Coors Family Trusts, including the Common
Units of Adolph Coors Company LLC. The Reporting Person is also the beneficial
owner of 1,260,000 shares of the Company's Class A Common Stock.
The
sole
purpose of this Amendment No. 2 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 of the Coors Family Trusts, and the
dissolution of Keystone Financing LLC effective July 10, 2006. 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 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 is also Co-Chairman of Adolph Coors Company
LLC. There are nine other Directors of Adolph Coors Company LLC, all of whom
are
descendents of Adolph Coors. None of the 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 B Common Stock held by Adolph Coors
Company LLC, as Trustee of the Coors Family Trusts.
The
Reporting Person pursues an investment objective that seeks capital
appreciation. 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 Schedule 13D/A for the Class
A
Common Stock filed of even date herewith) by the Reporting Person, 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 Issuer.
Item
5 of
the Original Schedule 13D is amended by deleting in its entirety the text
therein and inserting in lieu thereof the following:
Information
relating to the amount of shares beneficially owned by the Reporting Person
are
incorporated by reference from the cover page.
Item 6. Contracts,
Arrangements Understandings or Relationships with Respect to Securities of
the
Issuer.
The
first
three paragraphs of Item 6 of the Original Schedule 13D and the First Amended
Schedule 13D/A are amended by deleting in its entirety the text therein and
inserting in lieu thereof the following:
To
the
best knowledge of the Reporting Person, there are no contracts, arrangements,
understandings, or relationships (legal or otherwise) between it and any other
person with respect to any of the Class B Common Stock, including but not
limited to, transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies.
Item 7. Material
to be filed as Exhibits.
Item
7 of
the Original Schedule 13D is amended as follows:
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The
materials included in Exhibits 99.1 and 99.2 of the Original Schedule
13D
are deleted in their entirety.
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Exhibits
99.3, 99.4, 99.5 and 99.6 of the Original Schedule 13D are hereby
respectively renumbered as Exhibits 99.1, 99.2, 99.3, and
99.4.
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References
to “Adolph Coors, Jr. Trust” in newly renumbered Exhibits 99.1, 99.2, 99.3
and 99.4 are deemed to refer to and include Adolph Coors Company
LLC,
Trustee of the Adolph Coors, Jr.
Trust.
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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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July
23, 2006
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Date
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/s/
Robert Reese
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Signature
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Adolph
Coors Company LLC, Trustee for the Coors Family Trusts
Robert
Reese, Secretary
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Name/Title
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