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SEC 1746 POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
(11-02) INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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--------------------------
OMB APPROVAL
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OMB Number: 3235-0145
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Expires: December 31, 2005
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Estimated average burden
hours per response. . . 11
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Molson Coors Brewing Company
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
60871R 10 0
(CUSIP Number)
Guy P. Lander, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Avenue
New York, NY 10022
(212) 308-8866
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 9, 2005
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.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).
CUSIP No. ____________
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pentland Securities (1981) Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 2,522,267
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,262,267
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,522,267
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67%*
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of Class A Common Stock
outstanding plus the total number of Class A Exchangeable Shares
outstanding.
CUSIP NO. ____________
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
4280661 Canada Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) |_|
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 2,522,267
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,262,267
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,522,267
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67%*
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of Class A Common Stock
outstanding plus the total number of Class A Exchangeable Shares
outstanding.
CUSIP NO. ____________
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Lincolnshire Holdings Limited
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) |_|
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
-0-
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 2,522,267
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,262,267
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,522,267
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67%*
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of Class A Common Stock
outstanding plus the total number of Class A Exchangeable Shares
outstanding.
CUSIP NO. ____________
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Nooya Investments Limited
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) |_|
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
-0-
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 2,522,267
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,262,267
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,522,267
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67%*
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of Class A Common Stock
outstanding plus the total number of Class A Exchangeable Shares
outstanding.
CUSIP No. ____________
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
BAX Investments Limited
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) |_|
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 6,964
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,964
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,964
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%*
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of Class A Common Stock
outstanding plus the total number of Class A Exchangeable Shares
outstanding.
CUSIP No. ____________
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
DJS Holdings Ltd.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) |_|
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 7,720
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
7,720
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,720
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%*
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of Class A Common Stock
outstanding plus the total number of Class A Exchangeable Shares
outstanding.
CUSIP No. ____________
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Trust u/w/o Thomas Henry Pentland Molson
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) |_|
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
-0-
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 14,684
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
14,684
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,684
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%*
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of Class A Common Stock
outstanding plus the total number of Class A Exchangeable Shares
outstanding.
CUSIP NO. ____________
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Eric Herbert Molson
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) |_|
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 2,536,951
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,262,267
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,536,951
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67%*
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of Class A Common Stock
outstanding plus the total number of Class A Exchangeable Shares
outstanding.
CUSIP No. ____________
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Stephen Thomas Molson
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) |_|
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 2,536,951
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,262,267
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,536,951
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67%*
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of Class A Common Stock
outstanding plus the total number of Class A Exchangeable Shares
outstanding.
ITEM 1. SECURITY AND COMPANY.
The class of equity securities to which this Schedule 13D relates is the
Class A Common Stock, par value $0.01 per share (the "Class A Common Stock") of
Molson Coors Brewing Company, a Delaware corporation formerly named Adolph Coors
Company ("Molson Coors" or the "Company"). The principal executive offices of
the Company are located at 311 10th Street, Golden, Colorado 80401.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed on behalf of: (a) Pentland Securities (1981)
Inc. ("PENTLAND"); (b) 4280661 Canada Inc. ("4280661"); (c) Lincolnshire
Holdings Limited ("LINCOLNSHIRE"); (d) Nooya Investments Limited ("NOOYA"); (e)
BAX Investments Limited ("BAX"); (f) DJS Holdings Ltd. ("DJS"); (g) Trust u/w/o
Thomas Henry Pentland Molson ("MOLSON TRUST"); (h) Eric Herbert Molson ("ERIC
MOLSON"); and (i) Stephen Thomas Molson ("STEPHEN MOLSON").
A. ENTITIES
Pentland is a corporation incorporated under the laws of Canada. Pentland
was organized by Eric Molson and Stephen Molson to hold various investments,
including Class B Common Shares ("CLASS B COMMON SHARES") of Molson Inc.
("MOLSON"). The principal business address of Pentland is 335 8th Avenue S.W.,
3rd Floor, Calgary, Alberta, Canada, T2P 1C9. Pentland is owned by Lincolnshire
and Nooya.
4280661 is a corporation incorporated under the laws of Canada. 4280661
was organized by Pentland to hold various investments, including Class B Common
Shares and Molson Coors Common Stock. The principal business address of 4280661
is 335 8th Avenue S.W., 3rd Floor, Calgary, Alberta, Canada, T2P 1C9. 4280661 is
a wholly owned subsidiary of Pentland.
Lincolnshire is a corporation incorporated under the laws of Canada.
Lincolnshire was organized by Eric Molson to hold various investments, including
his interest in Pentland. The principal business address of Lincolnshire is 335
8th Avenue S.W., 3rd Floor, Calgary, Alberta, Canada, T2P 1C9. Lincolnshire is
owned by Eric Molson.
Nooya is a corporation incorporated under the laws of Canada. Nooya was
organized by Stephen Molson to hold various investments, including his interest
in Pentland. The principal business address of Nooya is 335 8th Avenue S.W., 3rd
Floor, Calgary, Alberta, Canada, T2P 1C9. Nooya is owned by Stephen Molson.
BAX is a corporation incorporated under the laws of Canada. BAX was
organized by the Molson Trust to hold various investments, including its Class B
Common Shares. The principal business address of BAX is 421 7th Avenue S.W.,
Suite 3300, Calgary, Alberta, Canada T2P 4K9. BAX is controlled and partially
owned by the Molson Trust.
DJS is a corporation incorporated under the laws of Canada. DJS was
organized by the Molson Trust to hold various investments, including Class B
Common Shares. The principal
11
business address of DJS is 421 7th Avenue S.W., Suite 3300, Calgary, Alberta,
Canada T2P 4K9. DJS is controlled and partially owned by the Molson Trust.
The Molson Trust was formed pursuant to the 1956 will of Thomas Henry
Pentland Molson and came into effect on his death on April 4, 1978. The
principal business address of the Molson Trust is c/o The Royal Trust Company, 1
Place Ville Marie, 5th Floor, South Wing, Montreal, Quebec, Canada H3B 3LS. The
trustees of the Molson Trust are Eric Molson, Stephen Molson and The Royal Trust
Company.
B. NATURAL PERSONS
Eric Molson is an individual whose principal occupation was as a director
and Chairman of the Board of Directors of Molson before the merger of Molson and
Adolph Coors Company. After the merger, Eric Molson became Chairman of the Board
of Directors of Molson Coors. Eric Molson's principal business address is c/o
Molson Coors, 311 10th Street, Golden, Colorado 80401. The principal business
address of Molson Coors is 311 10th Street, Golden, Colorado 80401.
Stephen Molson is an individual whose principal occupation has been as
President of The Molson Foundation, a charitable foundation. Stephen Molson's
principal business address is c/o The Molson Foundation, 1555 Notre-Dame Street
East, Montreal, Quebec, Canada H2L 2R5. The principal business address of The
Molson Foundation is 1555 Notre-Dame Street East, Montreal, Quebec, Canada H2L
2R5.
All of the above named Reporting Persons are citizens of, or incorporated
under, the laws of Canada.
The name, title, citizenship, residence or business address, principal
occupation or employment and the principal business and address of the employer
for each director and executive officer of the Reporting Persons who are not
individuals are listed in Exhibit 99.1 hereto and are incorporated by reference
into this Item 2.
None of the above named Reporting Persons, nor any of the persons listed
in Exhibit 99.1, has, during the last five years, (i) been convicted in a
criminal proceeding or (ii) been a party to a civil proceeding and as a result
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or a judgment, decree or final order finding any
violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
By agreement dated July 22, 2005 (which was later amended), Adolph
Coors Company ("Coors"), Coors Canada Inc., a Canadian corporation and an
indirect subsidiary of Coors and now known as Molson Coors Canada Inc.
("EXCHANGECO") and Molson, a Canadian corporation, entered into a
merger-of-equals transaction between Coors and Molson, referred to as the
"merger", resulting in, among other things, (i) the combination of the
operations of Coors and Molson, (ii) the Molson stockholders acquiring, directly
or indirectly through Exchangeco, economic and voting rights in the Company, and
(iii) the Coors
12
stockholders remaining stockholders of the combined Company. The transactions
and approvals necessary to effect the merger were approved by the stockholders
of Molson on January 28, 2005 and by the stockholders of Coors on February 1,
2005, and the merger was consummated on February 9, 2005. As a result of the
transactions and approvals related to the merger, Coors was renamed Molson Coors
Brewing Company.
None of the shares of Class A Common Stock were registered pursuant to
Section 12 of the 1934 Act prior to the merger, and as a result were not subject
to the reporting requirements under Section 13(d) of the 1934 Act. On or about
February 9, 2005, the Class A Common Stock became listed for trading on the New
York Stock Exchange.
In connection with the merger, the Adolph Coors, Jr. Trust dated September
12, 1969, the former controlling shareholder of the Company (the "COORS FAMILY
TRUST"), Pentland, the former controlling shareholder of Molson, and 4280661,
entered into a Voting Agreement made on February 2, 2005 regarding the voting of
their respective shares of Class A Common Stock and Class A Exchangeable Shares
(the "VOTING AGREEMENT"). Further, the Coors Family Trust, Pentland and
Wilmington Trust Company as trustee (the "U.S. TRUSTEE") entered into the Class
A Common Stock Molson Coors Brewing Company Voting Trust Agreement dated as of
February 9, 2005 ("U.S. VOTING TRUST AGREEMENT") regarding the Class A Common
Stock deposited into the resulting trust by the Coors Family Trust and Pentland,
and the Coors Family Trust, Pentland, 4280661 and The Royal Trust Company as
trustee (the "CANADIAN TRUSTEE") entered into the Class A Exchangeable Shares
Molson Coors Canada Inc. Voting Trust Agreement dated as of February 9, 2005
(the "CANADIAN VOTING TRUST AGREEMENT") regarding the Class A exchangeable
shares of Exchangeco (the "CLASS A EXCHANGEABLE SHARES") deposited into the
resulting trust by Pentland and 4280661, each dated as of February 9, 2005
(collectively, the U.S. Voting Trust Agreement and the Canadian Voting Trust
Agreement are referred to as the "VOTING TRUST AGREEMENTS"). The Voting Trust
Agreements have substantially identical terms relating to, among other matters,
voting on nominees for election to the Company's board of directors, voting on
proposals presented to the Company's stockholders, and transfers of the stock
held in the resulting trusts.
In addition, the Coors Family Trust, Pentland, 4280661, Lincolnshire,
Nooya, BAX and DJS, and certain other Molson family entities entered into a
Registration Rights Agreement, dated as of February 9, 2005 (the "REGISTRATION
RIGHTS AGREEMENT"), providing those stockholders with the right to have
registered for public sale their Company Class B Common Stock, including such
stock received as a result of the conversion, directly or indirectly, of their
Class A Common Stock, Class A Exchangeable Shares or Class B Exchangeable
Shares, and to participate in registered offerings by the Company under certain
circumstances.
This Schedule 13D describes the Voting Agreement, the Voting Trust
Agreements and the Registration Rights Agreement in Item 6.
The Voting Agreement, each of the Voting Trust Agreements and the
Registration Rights Agreement (collectively, the "AGREEMENTS") are incorporated
by reference hereto as Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, and are
incorporated into this Item 3 by reference. Any summary of these documents and
agreements and the transactions described in this Schedule 13D is qualified in
its entirety by the complete text of the Agreements.
13
ITEM 4. PURPOSE OF TRANSACTION.
Pentland (and for purposes of this Item 4, Pentland with 4280661, as
applicable) entered into the Voting Trust Agreements for the purpose of uniting
the voting power of the beneficiaries of the resulting trusts, including
Pentland, in order to secure, so far as is practicable, continuity, consistency
and efficiency of governance of the Company. Pentland 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, and subject to the limitations set forth in the Voting Trust
Agreements, Pentland may participate in interviews or hold discussions with the
Coors Family Trust or other third parties or with management of the Company in
which Pentland may suggest or take a position with respect to potential changes
in the operations, management, or capital structure of the Company 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 the Voting Trust Agreements' conditions, and further
subject to and depending upon the availability of prices deemed favorable by
Pentland, it may choose to purchase additional shares of Class A Common Stock or
Class A Exchangeable Shares from time to time in the open market, in privately
negotiated transactions with third parties, or otherwise. In addition, depending
upon prevailing conditions or other factors, and subject to the Voting Trust
Agreements' conditions, Pentland, may determine to dispose of shares of Class B
Common Stock that would result from the exchange of Class A Exchangeable Shares
and subsequent conversion of Class A Common Stock in accordance with the
obligation to so convert in the Voting Trust Agreements, in the open market, in
privately negotiated transactions with third parties, or otherwise.
As a director of the Company, Eric Molson 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. As a director, Eric Molson
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.
Additionally, each of the other Reporting Persons may choose to purchase
additional securities of the Company from time to time in the open market, in
privately negotiated
14
transactions with third parties, or otherwise. In addition, depending upon
prevailing conditions or other factors, each Reporting Person may determine to
dispose of shares of Class A Common Stock that would result from the exchange of
Class A Exchangeable Shares or the shares of Class B Common Stock issuable upon
conversion of the Class A Common Stock, in the open market, in privately
negotiated transactions with third parties, or otherwise.
Except as described herein, neither the Reporting Persons, nor any of the
persons listed on Exhibit 99.1 hereto, have any present plans or proposals that
relate to or would result in any of the actions described in Items 4(a) through
(j) of Schedule 13D under Rule 13d-1(a).
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
Items 3 and 4 are incorporated herein by reference.
(a)(b) The Reporting Persons have acquired the following shares of Class A
Common Stock and Class A Exchangeable Shares as a result of the merger between
Molson and Coors in which they exchanged their shares of Molson for those of
Molson Coors:
No. of Class A
Exchangeable Shares No. of Class A Shares
------------------- ---------------------
a Pentland 928,612 126
b 4280661 333,529 --
c Lincolnshire -- --
d Nooya -- --
e BAX 6,964 --
f DJS 7,720 --
g Trust u/w/o Thomas Molson -- --
h Eric Molson -- --
i Stephen Molson -- --
The Class A Exchangeable Shares were issued in the merger by Exchangeco.
All holders of Class A Exchangeable Shares may exchange those shares at any time
in a one-for-one basis for shares of Class A Common Stock. The disclosure in
this Item 5 assumes the conversion into Class A Common Stock of all of the
outstanding Class A Exchangeable Shares. Further, unless otherwise specified,
the beneficial ownership of each Reporting Person includes the power to
15
vote or direct the vote, and the power to dispose or direct the disposition of,
the shares of Class A Common Stock. However, declarations of beneficial
ownership herein are being made solely for the purposes of the federal
securities laws of the United States.
4280661 is the record owner of and has shared beneficial ownership of
333,529 shares of Class A Common Stock and, by reason of the Voting Agreement
and the Voting Trust Agreements, and the Pentland Shareholders Agreement, may be
deemed to share the power to dispose or direct the disposition of 928,738 shares
of Class A Common Stock owned by Pentland and to share the power to vote or
direct the vote of 1,260,000 shares owned by the Coors Family Trust and 928,738
shares owned by Pentland, for total beneficial ownership of 2,522,267 shares of
Class A Common Stock, equal to 67% of the outstanding shares of Class A Common
Stock on the date hereof.
Pentland is the record owner of and has shared beneficial ownership of
928,738 shares of Class A Common Stock and, by reason of its ownership of
4280661, the Voting Agreement and the Voting Trust Agreements, and the Pentland
Shareholders Agreement, may be deemed to share beneficial ownership of the
333,529 shares of Class A Common Stock beneficially owned by 4280661, and shared
power to vote or direct the vote of the 1,260,000 shares of Class A Common Stock
owned by the Coors Family Trust, for total beneficial ownership of 2,522,267
shares of Class A Common Stock, equal to 67% of the outstanding shares of Class
A Common Stock on the date hereof.
Lincolnshire, as a result of its ownership of 64% of the voting securities
of Pentland, the Voting Agreement and the Voting Trust Agreements, and the
Pentland Shareholders Agreement, may be deemed to share beneficial ownership of
1,262,267 shares of Class A Common Stock beneficially owned by Pentland and
4280661 and to share the power to vote or to direct the vote of 1,260,000 shares
of Class A Common Stock owned by the Coors Family Trust, for total beneficial
ownership of 2,522,267 shares of Class A Common Stock, equal to 67% of the
outstanding shares of Class A Common Stock on the date hereof.
Nooya, by virtue of its ownership of 36% of the voting securities of
Pentland, the Voting Agreement and the Voting Trust Agreements, and the Pentland
Shareholders Agreement, may be deemed to share beneficial ownership of the
1,262,267 shares of Class A Common Stock owned by Pentland and 4280661, and to
share the power to vote or direct the vote of 1,260,000 shares of Class A Common
Stock owned by the Coors Family Trust, for total beneficial ownership of
2,522,267 shares of Class A Common Stock, equal to 67% of the outstanding shares
of Class A Common Stock on the date hereof.
BAX has record ownership and shared beneficial ownership of 6,964 shares
of Class A Common Stock, equal to 0.2% of the Class A Common Stock outstanding
on the date hereof.
DJS has record ownership and shared beneficial ownership of 7,720 shares
of Class A Common Stock, equal to 0.2% of the Class A Common Stock outstanding
on the date hereof.
The Molson Trust, by virtue of its control and partial ownership of BAX
and DJS, may be deemed to share beneficial ownership of the aggregate of 14,684
shares of Class A Common Stock beneficially owned by BAX and DJS, equal to 0.4%
of the outstanding shares of Class A Common Stock on the date hereof.
16
Eric Molson may be deemed to have shared beneficial ownership of a total
of 2,536,951 shares of Class A Common Stock, equal to 67% of the outstanding
shares of Class A Common Stock on the date hereof. By virtue of his ownership of
Lincolnshire, Lincolnshire's ownership of 64% of the voting securities of
Pentland, the Voting Agreement and the Voting Trust Agreements, and the Pentland
Shareholders Agreement, Eric Molson may be deemed to share beneficial ownership
of 1,262,267 shares of Class A Common Stock beneficially owned by Pentland and
4280661, and may be deemed to share the power to vote or direct the vote of
1,260,000 shares owned by the Coors Family Trust. Additionally, Eric Molson, by
virtue of his serving as trustee of the Molson Trust, may be deemed to share
beneficial ownership of 14,684 shares of Class A Common Stock beneficially owned
by the Molson Trust. Eric Molson disclaims beneficial ownership of those 14,684
shares of Class A Common Stock.
Stephen Molson may be deemed to have beneficial ownership of a total of
2,536,951 shares of Class A Common Stock, equal to 67% of the shares of Class A
Common Stock outstanding on the date hereof. By virtue of his ownership of
Nooya, Nooya's ownership of 36% of the voting securities of Pentland, the Voting
Agreement and the Voting Trust Agreements, and the Pentland Shareholders
Agreement, Stephen Molson may be deemed to share beneficial ownership of
1,262,267 shares of Class A Common Stock beneficially owned by Pentland and
4280661, and may be deemed to share the power to vote or direct the vote of
1,260,000 shares owned by the Coors Family Trust. Additionally, Stephen Molson,
by virtue of his serving as trustee of the Molson Trust, may be deemed to share
beneficial ownership of the 14,684 shares of Class A Common Stock beneficially
owned by the Molson Trust. Stephen Molson disclaims ownership of those 14,684
shares of Class A Common Stock.
By reason of Eric Molson's and Stephen Molson's service as two of the
three trustees of the Molson Trust, and their control of Lincolnshire and Nooya,
respectively, and, through them, Pentland and 4280661, the Molson Trust, BAX and
DJS may each be deemed to be a member of a group under Rule 13d-5(b)(1) and to
share beneficial ownership of the 1,262,267 shares of Class A Common Stock
beneficially owned by Eric Molson, Stephen Molson, Lincolnshire, Nooya, Pentland
and 4280661. BAX, DJS and the Molson Trust disclaim membership in any such group
and beneficial ownership of such 1,262,267 shares of Class A Common Stock.
(c) Except for the acquisition of securities of Molson Coors in connection
with the merger of Molson and Coors, none of the Reporting Persons or any of the
persons listed on Exhibit 99.1 have engaged in any transactions with respect to
the Class A Common Stock within the past 60 days.
(d) Not applicable.
(e) Not applicable.
The interests in the securities of the Company of the persons listed in
Exhibit 99.1 hereto are set forth in such Exhibit and are incorporated by
reference into this Item 5.
17
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
The following is a summary of the agreements with respect to the
securities of the Company to which one or more of the Reporting Persons is a
party. The following summaries are qualified in their entirety by the complete
text of such agreements.
VOTING AGREEMENT AND VOTING TRUST AGREEMENTS
The Coors Family Trust, Pentland and 4280661 entered into a Voting
Agreement made on February 2, 2005, with respect to the Class A Common Stock
owned by the Coors Family Trust and the Class A Exchangeable Shares and Class A
Common Stock owned by Pentland and 4280661 following the completion of the
merger. Under the Voting Agreement, the parties agreed that the Class A Common
Stock and the Class A Exchangeable Shares are to be voted in accordance with the
voting provisions of the Voting Trust Agreements.
The Coors Family Trust, Pentland, 4280661 and the Canadian Trustee have
entered into the Class A Exchangeable Shares Molson Coors Canada Inc. Voting
Trust Agreement with respect to the Class A Exchangeable Shares owned by
Pentland and 4280661 following the completion of the merger. The Coors Family
Trust, Pentland and the U.S. Trustee have entered into the Class A Common Stock
Molson Coors Brewing Company Voting Trust Agreement with respect to the Class A
Common Stock owned by the Coors Family Trust and Pentland following the
completion of the merger. The Voting Trust Agreements provide that other members
of the Molson family group or Coors family group, each as defined in the Voting
Trust Agreements, may become parties to these agreements from time to time. Each
of the Voting Trust Agreements contain substantially identical terms.
The Coors Family Trust, Pentland and 4280661 have entered into the Voting
Trust Agreements in order to secure their respective obligations to vote the
Class A Common Stock owned by the Coors Family Trust and Pentland and the Class
A Exchangeable Shares owned by Pentland and 4280661 in the manner agreed upon in
the Voting Agreement and more generally to combine their voting power over the
Company Class A Common Stock and the Class A Exchangeable Shares owned by them.
The Coors Family Trust has deposited into these trust arrangements all of its
shares of Class A Common Stock, or approximately 33.49% of the pro forma voting
power of the Company Class A Common Stock and the Class A Exchangeable Shares.
Pentland has deposited into these trust arrangements all of its Class A
Exchangeable Shares and Class A Common Stock, or approximately 24.68% of the pro
forma voting power of the Company Class A Common Stock and the Class A
Exchangeable Shares. 4280661 has deposited into the trust arrangements all of
its Class A Exchangeable Shares, or approximately 8.87% of the pro forma voting
power of the Company Class A Common Stock and the Class A Exchangeable Shares.
These securities, together with any other securities deposited into these
trusts, will be voted as a block by the U.S. Trustee and the Canadian Trustee,
respectively, as follows:
18
o All securities subject to the Voting Trust Agreements will be voted at
any Company stockholder meeting in favor of director nominees that
have been nominated by the nominating committee of the Company board
of directors or the Class A-M or Class A-C nominating subcommittees
(as such committees exist under the Company's Restated Certificate of
Incorporation) of the Company board of directors, and against any
other director nominees;
o If the representative of the Molson family beneficiaries or the
representative of the Coors family beneficiaries under the Voting
Trust Agreements so instructs the trustees, the trustees will vote at
any Company stockholder meeting all securities subject to the Voting
Trust Agreements in favor of the removal of a director nominated or
appointed by the Class A-M nominating subcommittee of the Company
board of directors or the Class A-C nominating subcommittee of the
Company board of directors, respectively, from the board of directors;
the trustees will otherwise vote at any Company stockholder meeting
all the shares against a removal of those directors; and
o Unless the representatives of both the Molson family beneficiaries and
the Coors family beneficiaries under the Voting Trust Agreements
instruct the trustees to vote otherwise, all securities subject to the
Voting Trust Agreements will be voted at any Company stockholder
meeting in accordance with the recommendation of the Company's board
of directors with respect to any other proposal at any Company
stockholder meeting to remove a director from the Company's board of
directors.
o With respect to all corporate matters other than those described above
relating to the election and removal of directors and those described
below relating to the Class A Exchangeable Shares, all securities
subject to the Voting Trust Agreements will be voted at any Company
stockholder meeting against the approval of any matter unless the
trustees receive instructions from the representatives of both the
Molson family beneficiaries and the Coors family beneficiaries under
the Voting Trust Agreements to vote in favor of the approval of the
matter.
o If the holders of Class A Exchangeable Shares (in their capacity as
shareholders of Exchangeco and not in their capacity as indirect
holders of voting rights with respect to the Company) are required to
vote on certain proposals that would materially adversely affect the
terms of either class of exchangeable shares of Exchangeco or modify
or terminate a voting and exchange trust agreement between the Company
and Exchangeco, then the Class A Exchangeable Shares will be voted
against any proposal if the representative of the Molson family
beneficiaries under the Voting Trust Agreements has instructed the
trustees to vote against the proposal (even if the representative has
otherwise forfeited the right to provide instructions to the trustees
as described below).
The Coors Family Trust is the representative to act on its behalf of the
beneficiaries of the Coors family group and Pentland is the representative to
act on behalf of the beneficiaries of the
19
Molson family group under the Voting Trust Agreements. The representative of the
Molson family beneficiaries under the Voting Trust Agreements will forfeit the
right to provide instructions to the trustees with respect to any of the above
matters (other than as indicated above) if Pentland and any other Molson family
shareholders cease to beneficially own, in the aggregate, a number of shares of
the Company's common stock and Exchangeco's exchangeable shares (as adjusted for
any stock split, recapitalization, reclassification, reorganization or similar
transaction) equal to at least 1,689,776 shares of the Company's common stock
and Exchangeco's exchangeable shares outstanding on the date of the completion
of the merger, of which at least 825,000 shares must be Company Class A Common
Stock (and/or Class A Exchangeable Shares) subject to the Voting Trust
Agreements. Similarly, the representative of the Coors family beneficiaries
under the Voting Trust Agreements will forfeit the right to provide instructions
to the trustees with respect to the above matters (other than as indicated
above) if the Coors Family Trust and any other Coors family stockholders cease
to beneficially own, in the aggregate, a number of shares of the Company's
common stock and Exchangeco's exchangeable shares (as adjusted for any stock
split, recapitalization, reclassification, reorganization or similar
transaction) equal to at least 2,534,664 shares of the Company's common stock
and Exchangeco's exchangeable shares outstanding on the date of the completion
of the merger, of which at least 825,000 shares must be Company Class A Common
Stock (and/or Class A Exchangeable Shares) subject to the Voting Trust
Agreements. In the event of a forfeiture by either family of the above rights,
the trustee under the Voting Trust Agreements will vote all shares at the
direction of the representative of the other family acting on its own. If both
families forfeit the above rights, the Voting Trust Agreements will terminate.
The Voting Trust Agreements also contain restrictions on the transfer of
the securities subject to the Voting Trust Agreements. A Molson family
beneficiary or Coors family beneficiary under the Voting Trust Agreements may
transfer its interest in securities subject to the Voting Trust Agreements to
any other beneficiary under the relevant Voting Trust Agreements or to members
of its family group, so long as the transferee is or becomes a party to the
Voting Trust Agreements with respect to the transferred securities. Securities
subject to the Voting Trust Agreements must be converted into shares of the
Company's Class B common stock (or Class B exchangeable shares of Exchangeco, as
applicable) before they can be transferred to any persons that are not
beneficiaries under the Voting Trust Agreements or members of the Molson or
Coors family groups. Any shares so converted will no longer be subject to the
Voting Trust Agreements.
The Voting Trust Agreements prohibit any Molson family beneficiary from
transferring its interest in shares subject to the Voting Trust Agreements to a
third party (or converting these shares into shares of the Company's Class B
common stock or Class B exchangeable shares of Exchangeco) if the remaining
shares subject to those agreements would constitute less than 50.1% of the
aggregate voting power of the outstanding shares of the Company's Class A Common
Stock and Class A Exchangeable Shares, unless prior to the proposed transfer or
conversion, the number of shares of the Coors family beneficiaries subject to
the Voting Trust Agreements, is less than 1,260,000 (as adjusted for any stock
split, recapitalization, reclassification, reorganization or similar
transactions).
Each of Pentland and any other Molson family beneficiary, and the Coors
Family Trust and any other Coors family beneficiary who become parties to the
Voting Trust Agreements is
20
also prohibited from transferring its interest in securities subject to the
Voting Trust Agreements if, as a result of the transfer, the right of holders of
shares of the Company's Class B common stock or the right of holders of Class B
exchangeable shares of Exchangeco to convert into shares of the Company's Class
A Common Stock or Class A Exchangeable Shares, respectively, in limited
circumstances relating to specified offers which are not made to holders of the
Company's Class B common stock or Class B exchangeable shares of Exchangeco
would be triggered. The trustees under these Voting Trust Agreements are
authorized, unless both family group beneficiaries give instructions to the
contrary, in the event of such specified offers, to deliver a notice providing
the Company with adequate assurances that the family group beneficiaries will
not participate in the specified offers.
PENTLAND SHAREHOLDERS AGREEMENT
Lincolnshire, Nooya, Pentland, 4280661, Eric Molson and Stephen Molson are
parties to an Amended and Restated Shareholders Agreement, dated as of February
9, 2005, with respect to the securities held by, and corporate governance of,
Pentland (the "PENTLAND SHAREHOLDERS AGREEMENT"). The Pentland Shareholders
Agreement contains restrictions on the sale or other disposition by Pentland of
the Company's Class A Common Stock and Class B Common Stock and Class A
Exchangeable Shares and Class B Exchangeable Shares owned or to be owned
directly or indirectly by Pentland (collectively the "RELEVANT SHARES") without
the written approval of Lincolnshire and Nooya, subject to exceptions for estate
planning and payment of taxes arising on death. Eric Molson may cause Pentland
to accept a third party offer for the sale or other disposition of all (but not
part of) the Relevant Shares, or may cause the sale to a third party of all
shares of Pentland owned by Lincolnshire and Nooya. Additionally, the President
of Pentland (currently Andrew Molson) may cause the sale by Pentland for cash of
Class B Exchangeable Shares of Exchangeco or the Company's Class B Common Stock
under certain conditions.
REGISTRATION RIGHTS AGREEMENT
The Coors Family Trust, Pentland, 4280661, Nooya, Lincolnshire,
BAX, DJS and certain other Molson family entities are parties to a Registration
Rights Agreement that became effective upon the completion of the merger.
The Registration Rights Agreement provides that the Coors Family Trust,
Pentland, and the other parties to the agreement, as well as certain related
parties, referred to as the eligible stockholders, that propose to sell
registrable securities (as defined below) may request that the Company effect
the registration on Form S-3 or other available form under the Securities Act
and, if applicable, a Canadian prospectus under the Canadian securities laws and
the multi-jurisdictional disclosure system. Upon receipt of such a request, the
Company is required to promptly give written notice of such requested
registration to all holders of registrable securities and, thereafter, to use
its reasonable best efforts to effect such a registration of all registrable
securities which it has been requested to register pursuant to the terms of the
Registration Rights Agreement. The Company may choose to register such stock
pursuant to a U.S. and Canadian shelf registration statement. Each beneficiary
representative under the Voting Trust Agreements and each other eligible
stockholder is eligible to request no more than five registrations. The
21
Company will not be required to effect such registration if such requests relate
to a sale of less than $25,000,000 of Registrable Securities.
"Registrable securities" means Class B Common Stock, including any shares
of Class B Common Stock issued or issuable upon conversion, directly or
indirectly, of Class A Common Stock, Class B Exchangeable Shares, or Class A
Exchangeable Shares, held by eligible stockholders.
If an eligible stockholder requests registration of any of its registrable
securities, the Company is required to prepare and file a registration statement
with the SEC as soon as possible, and no later than 90 days after receipt of the
request.
The Company will pay all of its expenses and the expenses of the eligible
stockholders, other than underwriting discounts and selling commissions of the
seller, in connection with the successfully effected registrations requested.
The eligible stockholders may request that any offering requested by them
under the Registration Rights Agreement be an underwritten offering. The
eligible stockholders may also select one or more underwriters to administer the
requested offering, but the selection of underwriters will be subject to
approval by the Company, which approval will not be unreasonably withheld.
The Registration Rights Agreement also provides that, with certain
exceptions, the eligible stockholders will have certain incidental registration
rights if the Company at any time proposes to register any of its equity
securities if the registration form to be used may be used for the registration
of securities otherwise registrable under the Registration Rights Agreement.
In addition to the provisions set forth above, the Registration Rights
Agreement contains other terms and conditions including those customary to
agreements of this kind, including indemnification provisions.
The Registration Rights Agreement will terminate as to an eligible
stockholder on the earliest of the date on which the sale of the securities of
such eligible stockholder subject to the agreement do not require registration
under U.S. Securities laws or are not subject to limitations under Rule 144 of
the Securities Act, would not be a distribution under Canadian securities law,
or the date upon which there are no holders of registrable securities that have
not been sold to the public.
OPTIONS
In connection with the merger of Molson and Coors, Stephen Molson received
options to purchase 18,288 shares of Class B Common Stock to replace options for
Molson Class A Common Shares. The options are immediately exercisable and expire
on February 9, 2006. The options are exercisable at $29.31 (for 11,520 shares)
and from prices varying from $29.80 to $82.27 for the remaining 6,768 shares.
Except for the agreements described in the response to this Item 6, to the
best knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings, or relationships (legal or otherwise) between any Reporting
Person or any person listed on Exhibit 99.1 hereto and any other person with
respect to any of the securities of the Company, 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.
22
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
----------- --------------------------------------------------------
99.1 Directors and Executive Officers of Filing Persons
99.2 Voting Agreement made on February 2, 2005, among
Pentland Securities (1981) Inc., 4280661 Canada, Inc.
and Adolph Coors Jr. Trust dated September 12, 1969.
99.3 Class A Common Stock Molson Coors Brewing Company Voting
Trust Agreement dated as of February 9, 2005, by and
among Wilmington Trust Company, as trustee, Pentland
Securities (1981) Inc. and the Adolph Coors, Jr. Trust
dated September 12, 1969.
99.4 Class A Exchangeable Shares Molson Coors Canada Inc.
Voting Trust Agreement dated as of February 9, 2005, by
and among The Royal Trust Company, as trustee, Pentland
Securities (1981) Inc., 4280661 Canada Inc and the
Adolph Coors, Jr. Trust dated September 12, 1969.
99.5 Registration Rights Agreement dated as of February 9,
2005, among the Adolph Coors Company (to be known as
Molson Coors Brewing Company), Pentland Securities
(1981) Inc., Adolph Coors, Jr. Trust dated September 12,
1969 and the other parties thereto. (Incorporated by
reference to exhibit 99.2 to the Current Report on Form
8-K filed by Molson Coors Brewing Company with the
Securities and Exchange Commission on February 15, 2005)
99.6 Amended and Restated Shareholders Agreement dated as of
February 9, 2005
99.7 Joint Filing Agreement
23
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.
Dated: February 18, 2005
PENTLAND SECURITIES (1981) INC.
By: /s/ Andrew Thomas Molson
---------------------------------------
Signature
Name: Andrew Thomas Molson
Title: President
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.
Dated: February 18, 2005
4280661 CANADA INC.
By: /s/ Andrew Thomas Molson
---------------------------------------
Signature
Name: Andrew Thomas Molson
Title: President
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.
Dated: February 18, 2005
LINCOLNSHIRE HOLDINGS LIMITED
By: /s/ Eric Herbert Molson
---------------------------------------
Signature
Name: Eric Herbert Molson
Title: President
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.
Dated: February 18, 2005
NOOYA INVESTMENTS LIMITED
By: /s/ Stephen Thomas Molson
---------------------------------------
Signature
Name: Stephen Thomas Molson
Title: President
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.
Dated: February 18, 2005
BAX INVESTMENTS LIMITED
By: /s/ Cynthia Baxter
---------------------------------------
Signature
Name: Cynthia Baxter
Title: Vice President
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.
Dated: February 18, 2005
DJS HOLDINGS LTD.
By: /s/ Eric Stevenson
---------------------------------------
Signature
Name: Eric Stevenson
Title: Assistant-Secretary
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.
Dated: February 18, 2005
TRUST u/w/o THOMAS HENRY PENTLAND
MOLSON
By: /s/ Eric Herbert Molson
---------------------------------------
Signature
Name: Eric Herbert Molson
Title: Trustee
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.
Dated: February 18, 2005
/s/ Eric Herbert Molson
---------------------------------------
Eric Herbert Molson
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.
Dated: February 18, 2005
/s/ Stephen Thomas Molson
---------------------------------------
Stephen Thomas Molson