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(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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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 B Common Stock, par value $0.01 per share
(Title of Class of Securities)
60871R 20 9
(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).
Page 2 of 40
CUSIP No. ____________
--------------------------------------------------------------------------------
1 NAME 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 BOX 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 3,606,478
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,606,478
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,606,478
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of outstanding shares of Class B
Common Stock that, for purposes of this Schedule 13D, 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.
Page 3 of 40
CUSIP No. ____________
--------------------------------------------------------------------------------
1 NAME 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 BOX 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 952,940
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,606,478
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,606,478
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of outstanding shares of Class B
Common Stock that, for purposes of this Schedule 13D, 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.
Page 4 of 40
CUSIP No. ____________
--------------------------------------------------------------------------------
1 NAME 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 BOX 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 3,687,312
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,687,312
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,687,312
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of outstanding shares of Class B
Common Stock that, for purposes of this Schedule 13D, 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.
Page 5 of 40
CUSIP No. ____________
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
4198832 Canada Inc.
--------------------------------------------------------------------------------
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 BOX 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 45,194
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
45,194
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,194
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of outstanding shares of Class B
Common Stock that, for purposes of this Schedule 13D, 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.
Page 6 of 40
CUSIP No. ____________
--------------------------------------------------------------------------------
1 NAME 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 BOX 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 3,607,774
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,607,774
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,607,774
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of outstanding shares of Class B
Common Stock that, for purposes of this Schedule 13D, 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.
Page 7 of 40
CUSIP No. ____________
--------------------------------------------------------------------------------
1 NAME 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 BOX 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 430,054
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
430,054
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
430,054
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of outstanding shares of Class B
Common Stock that, for purposes of this Schedule 13D, 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.
Page 8 of 40
CUSIP No. ____________
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
6339522 Canada Inc.
--------------------------------------------------------------------------------
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 BOX 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 143,698
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
143,698
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
143,698
--------------------------------------------------------------------------------
12 CHECK BOX 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)
CO
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of outstanding shares of Class B
Common Stock that, for purposes of this Schedule 13D, 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.
Page 9 of 40
CUSIP No. ____________
--------------------------------------------------------------------------------
1 NAME 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 BOX 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 432,213
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
432,213
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
432,213
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of outstanding shares of Class B
Common Stock that, for purposes of this Schedule 13D, 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.
Page 10 of 40
CUSIP No. ____________
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
6339549 Canada Inc.
--------------------------------------------------------------------------------
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 BOX 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 145,092
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
145,092
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,092
--------------------------------------------------------------------------------
12 CHECK BOX 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)
CO
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of outstanding shares of Class B
Common Stock that, for purposes of this Schedule 13D, 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.
Page 11 of 40
CUSIP No. ____________
--------------------------------------------------------------------------------
1 NAME 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 BOX 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 862,267
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
862,267
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
862,267
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of outstanding shares of Class B
Common Stock that, for purposes of this Schedule 13D, 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.
Page 12 of 40
CUSIP No. ____________
--------------------------------------------------------------------------------
1 NAME 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 BOX 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 4,549,579
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,549,579
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,549,579
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of outstanding shares of Class B
Common Stock that, for purposes of this Schedule 13D, 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.
Page 13 of 40
CUSIP No. ____________
--------------------------------------------------------------------------------
1 NAME 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 BOX 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
18,288
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,470,041
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 18,288
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,470,041
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,488,329
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of outstanding shares of Class B
Common Stock that, for purposes of this Schedule 13D, 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.
Page 14 of 40
CUSIP No. ____________
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew Thomas 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 BOX 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
143
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,606,478
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 143
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,606,478
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,606,621
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
----------
* Using number in Item 11 divided by number of outstanding shares of Class B
Common Stock that, for purposes of this Schedule 13D, 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.
Item 1. Security and Company.
The class of equity securities to which this Schedule 13D relates is the
Class B Common Stock, par value $0.01 per share (the "Class B 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) 4198832 Canada Inc. ("4198832"); (e)
Nooya Investments Limited ("Nooya"); (f) BAX Investments Limited ("BAX"); (g)
6339522 Canada Inc. ("6339522"); (h) DJS Holdings Ltd. ("DJS"); (i) 6339549
Canada Inc. ("6339549"); (j) Trust u/w/o Thomas Henry Pentland Molson ("Molson
Trust"); (k) Eric Herbert Molson ("Eric Molson"); (l) Stephen Thomas Molson
("Stephen Molson"); and (m) Andrew T. Molson ("Andrew 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.
4198832 is a corporation incorporated under the laws of Canada. 4198832
was organized by Lincolnshire to hold various investments, including Class B
Common Shares and Molson Coors Common Stock. The principal business address of
4198832 is 335 8th Avenue S.W., 3rd Floor, Calgary, Alberta, Canada, T2P 1C9.
4198832 is a wholly owned subsidiary of Lincolnshire.
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.
15
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.
6339522 is a corporation incorporated under the laws of Canada. 6339522
was organized by BAX to hold various investments, including Class B Common
Shares and Molson Coors Common Stock. The principal business address of 6339522
is 421 7th Avenue S.W., Suite 3300, Calgary, Alberta, Canada T2P 4K9. 6339522 is
a wholly owned subsidiary of BAX.
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 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.
6339549 is a corporation incorporated under the laws of Canada. 6339549
was organized by DJS to hold various investments, including Class B Common
Shares and Molson Coors Common Stock. The principal business address of 6339549
is 421 7th Avenue S.W., Suite 3300, Calgary, Alberta, Canada T2P 4K9. 6339549 is
a wholly owned subsidiary of DJS.
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.
Andrew Molson is an individual whose principal occupation has been as a
consultant for National Public Relations Inc., a public relations company.
Andrew Molson's principal business address is c/o National Public Relations,
2001 McGill College Avenue, Suite 800, Montreal, Quebec H3A 1G1. The principal
business address of National Public Relations Inc. is 2001 McGill College
Avenue, Suite 800, Montreal, Quebec H3A 1G1. Andrew Molson is also a director of
the Company.
16
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 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.
Item 4. Purpose of Transaction.
Pentland (and for purposes of this Item 4, Pentland with 4280661) 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, Pentland may participate in interviews or hold
discussions with the Adolph Coors, Jr. Trust dated September 12, 1969 (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
17
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, depending upon the availability of prices deemed favorable by
Pentland, it may choose to purchase additional securities of the Company 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, Pentland may determine to dispose of shares of Class B Common
Stock that would result from the exchange of Class B Exchangeable Shares or
conversion of Class A Common Stock, in the open market, in privately negotiated
transactions with third parties, or otherwise.
As directors of the Company, Eric Molson and Andrew 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 and Andrew 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 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 B Common Stock that would result from
the exchange of Class B Exchangeable Shares or conversion of Class A Common
Stock, as applicable, in the open market, in privately negotiated transactions
with third parties, or otherwise.
Except as described herein, neither the Reporting Persons nor any person
listed in Exhibit 99.1 have any present plans or proposals that relate to or
would result in any of the actions described Items 4(a) through (j) of Schedule
13D under Rule 13d-1(a).
Item 5. Interest in Securities of the Company.
(a) (b) The Reporting Persons have acquired the following securities as a
result of the merger between Molson and Coors in which they exchanged their
shares of Molson for those of Molson Coors:
18
Exchangeable Shares Common Stock
-------------------- -------------------
Class A Class B Class A Class B
------- ------- ------- -------
a. Pentland 928,612 1,724,566 126 234
b. 4280661 333,529 619,411 0 0
c. Lincolnshire 0 35,640 0 0
d. 4198832 0 45,194 0 0
e. Nooya 0 1,296 0 0
f. BAX 6,964 279,392 0 0
g. 6339522 0 143,698 0 0
h. DJS 7,720 279,401 0 0
i. 6339549 0 145,092 0 0
j. Trust u/w/o Thomas Molson 0 0 0 0
k. Eric Molson 0 0 0 0
l. Stephen Molson 0 0 0 18,288
(options)
m. Andrew Molson 50 93 0 0
The shares of Class B Common Stock were registered pursuant to Section
12(b) of the 1934 Act prior to the merger, and as a result are subject to the
reporting requirements under Section 13(d) of the 1934 Act.
The Class A Exchangeable Shares and Class B Exchangeable Shares were
issued in the merger by Exchangeco. All holders of Class B Exchangeable Shares
may exchange at any time on a one-for-one basis their Class B Exchangeable
Shares for shares of Class B Common Stock. Similarly, 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, and holders of Class A Common Stock may
convert at any time on a one-for-one basis their Class A Common Stock into
shares of Class B Common Stock. The disclosure in this Item 5 assumes the
conversion into Class B Common Stock of all of the outstanding shares of Class A
Common Stock and of all of the outstanding Class A Exchangeable Shares and Class
B Exchangeable Shares. Further, unless otherwise specified, the beneficial
ownership of each Reporting Person includes the power to vote or direct the
vote, and the power to dispose or direct the disposition of, the shares of Class
B 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
952,940 shares of Class B Common Stock and, by reason of the Pentland
Shareholders Agreement, may be deemed to share the power to dispose or direct
the disposition of an additional 2,653,178 shares, for total beneficial
ownership of 3,606,478 shares of Class B Common Stock, equal to 4.3% of the
outstanding shares of Class B Common Stock on the date hereof.
Pentland is the record owner of and has shared beneficial ownership of
2,653,178 shares of Class B Common Stock and, by reason of its ownership of
4280661 and the Pentland Shareholders Agreement, may be deemed to have shared
beneficial ownership of an additional 952,940 shares of Class B Common Stock
beneficially owned by 4280661, for total beneficial ownership of 3,606,478
shares of Class B Common Stock, equal to 4.3 % of the outstanding shares of
Class B Common Stock on the date hereof.
19
4198832 has record ownership and shared beneficial ownership of 45,194
shares of Class B Common Stock, equal to .1% of the outstanding shares of Class
B Common Stock on the date hereof.
Lincolnshire has record ownership and shared beneficial ownership of
35,640 shares of Class B Common Stock and, as a result of its ownership of
4198832, its ownership of 64% of the voting securities of Pentland, and the
Pentland Shareholders Agreement, may be deemed to share beneficial ownership of
3,651,672 shares of Class B Common Stock beneficially owned by Pentland and
4198832, for total beneficial ownership of 3,687,312 shares of Class B Common
Stock, equal to 4.4% of the outstanding shares of Class B Common Stock on the
date hereof.
Nooya has record ownership and shared beneficial ownership of 1,296 Shares
of Class B Common Stock and, by virtue of its ownership of 36% of the voting
securities of Pentland and the Pentland Shareholders Agreement, may be deemed to
share beneficial ownership of the 3,606,478 shares of Class B Common Stock owned
by Pentland and 4280661, for total beneficial ownership of 3,607,774 shares,
equal to 4.3% of the outstanding shares of Class B Common Stock on the date
hereof.
6339522 has record ownership and shared beneficial ownership of 143,698
shares of Class B Common Stock, equal to .2% of the outstanding shares of Class
B Common Stock on the date hereof.
BAX has record ownership and shared beneficial ownership of 286,356 shares
of Class B Common Stock and, by virtue of its ownership of 6339522, may be
deemed to share beneficial ownership of the 143,698 shares of Class B Common
Stock beneficially owned by 6339522, for total beneficial ownership of 430,054
shares of Class B Common Stock, equal to .5% of the Class B Common Stock
outstanding on the date hereof.
6339549 has record ownership and shared beneficial ownership of 145,092
shares of Class B Common Stock equal to .2% of the outstanding shares of Class B
Common Stock on the date hereof.
DJS has record ownership and shared beneficial ownership of 287,121 shares
of Class B Common Stock and, by reason of its ownership of 6339569, may be
deemed to share beneficial ownership of the 145,092 shares of Class B Common
Stock beneficially owned by 6339549, for total beneficial ownership of 432,213
shares of Class B Common Stock, equal to .5% of the Class B 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 862,267
shares of Class B Common Stock beneficially owned by BAX, 6339522, DJS and
6339549, equal to 1.0% of the outstanding shares of Class B Common Stock on the
date hereof.
Eric Molson may be deemed to have shared beneficial ownership of a total
of 4,549,579 shares of Class B Common Stock, equal to 5.4% of the outstanding
shares of Class B Common Stock on the date hereof. By virtue of his ownership of
Lincolnshire and 4198832, Lincolnshire's ownership of 64% of the voting
securities of Pentland, and the Pentland Shareholders Agreement, Eric Molson may
be deemed to share beneficial ownership of 3,687,312 shares of Class B Common
Stock beneficially owned by Lincolnshire, Pentland, 4286601 and 4198832.
Additionally, Eric Molson, by virtue of his serving as trustee of the Molson
Trust, may be deemed to share beneficial ownership of 862,267 shares of Class B
Common Stock beneficially owned by the Molson Trust. Eric Molson disclaims
beneficial ownership of these 862,267 shares of Class B Common Stock.
20
Stephen Molson has sole beneficial ownership of 18,288 shares of Class B
Common Stock and may be deemed to have shared beneficial ownership of 4,470,041
shares of Class B Common Stock, for total beneficial ownership of 4,488,329
shares equal to 5.3% of the shares of Class B Common Stock outstanding on the
date hereof. Stephen Molson, by virtue of his ownership of Nooya and Nooya's
ownership of 36% of the voting securities of Pentland, and the Pentland
Shareholders Agreement, may be deemed to share beneficial ownership of 3,607,774
shares of Class B Common Stock beneficially owned by Nooya, Pentland and
4280661. Additionally, Stephen Molson, by virtue of his serving as trustee of
the Molson Trust, may be deemed to share beneficial ownership of the 862,267
shares of Class B Common Stock beneficially owned by the Molson Trust. Stephen
Molson disclaims ownership of these 862,267 shares of Class B Common Stock.
Further, Stephen Molson owns currently exercisable options to purchase 18,288
shares of Class B Common Stock received in exchange for options for Molson
Class A Common Shares.
Andrew Molson has sole beneficial ownership of 143 shares of Class B
Common Stock, and, by virtue of arrangements under the Pentland Shareholders
Agreement, has the shared power to dispose of or direct the disposition of
3,606,478 shares of Class B Common Stock beneficially owned by Pentland and
4280661, for total beneficial ownership 3,606,621 shares, equal to 4.3% of the
outstanding shares of Class B 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,
6339522, DJS, and 6339549 may each be deemed to be a member of a group under
Rule 13d-5(b)(i) and to share beneficial ownership of the 3,688,608 shares of
Class B Common Stock beneficially owned by Eric Molson, Stephen Molson,
Lincolnshire, 4158832, Nooya, Pentland and 4280661. BAX, 6339522, DJS, 6339549
and the Molson Trust disclaim membership in any such group and beneficial
ownership of these 3,688,608 shares of Class B 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 B 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.
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.
21
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.
Voting Agreement and Voting Trust Agreements
The Adolph Coors, Jr., Trust dated September 12, 1969 (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 (the "Voting
Agreement"). 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 Royal Trust Company, as
trustee (the "Canadian Trustee") have 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") 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 Wilmington Trust Company, as
trustee (the "U.S. Trustee") have entered into the Class A Common Stock Molson
Coors Brewing Company Voting Trust Agreement, dated as of February 9, 2005 (the
"U.S. Voting Trust Agreement" and, together with the Canadian Voting Trust
Agreement, the "Voting Trust Agreements") 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, 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.
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
22
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:
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
23
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 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
24
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 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.
Registration Rights Agreement
The Coors Family Trust, Pentland, 4280661, Nooya, Lincolnshire, 4198832,
BAX, 6339522, DJS, 6339549 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 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.
25
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
Class A Molson 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.
26
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
27
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
4198832 CANADA INC.
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
6339522 CANADA INC.
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
6339549 CANADA INC.
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
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/ Andrew Thomas Molson
----------------------------------------
Andrew Thomas Molson