UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
GRAPHIC PACKAGING INTERNATIONAL CORPORATION
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
388690 10 9
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(CUSIP Number)
JEFFREY H. COORS JENNINGS J. NEWCOM, ESQ.
C/O JILL B. W. SISSON, ESQ. DAVIS GRAHAM & STUBBS LLP
GENERAL COUNSEL AND SECRETARY 1550 17TH STREET, SUITE 500
GRAPHIC PACKAGING INTERNATIONAL CORPORATION DENVER, COLORADO 80202
4455 TABLE MOUNTAIN DRIVE (303) 892-9400
GOLDEN, COLORADO 80403
(303) 215-2761
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MARCH 25, 2003
-------------------------------------------------------------------------------
(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 this 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 ("1934 Act") or otherwise subject to the liabilities of that section of the
1934 Act but shall be subject to all other provisions of the 1934 Act (however,
see the Notes).
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
ADOLPH COORS, JR. TRUST
--------------------------------------------------------------------------------
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
Colorado
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 2,800,000 (1)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,800,000 (1)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,800,000
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.3% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00 (3)
--------------------------------------------------------------------------------
(1) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
granted Jeffrey H. Coors and, in the case of his inability to act, William K.
Coors, an irrevocable proxy to vote such shares in favor of the merger of the
Issuer and a subsidiary of Riverwood Holding, Inc. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(2) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the Securities and Exchange Act of 1934 (the "1934 Act").
(3) The Reporting Person is a trust.
2
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
GROVER C. COORS TRUST
--------------------------------------------------------------------------------
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
Colorado
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 26,969,440 (1)(2)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
51,211,864 (1)(3)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,211,864 (3)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 62.4% (4)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00 (5)
--------------------------------------------------------------------------------
(1) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
granted Jeffrey H. Coors and, in the case of his inability to act, William K.
Coors, an irrevocable proxy to vote such shares in favor of the merger of the
Issuer and a subsidiary of Riverwood Holding, Inc. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(2) Amount includes 24,242,424 votes that may be cast by the 1,000,000 shares of
10% Series B Convertible Preferred Stock (the "Preferred Stock") pursuant to the
terms of the Preferred Stock. See Item 6 hereof.
(3) Amount includes 48,484,848 shares of Common Stock issuable upon conversion
of 1,000,000 shares of the Preferred Stock.
(4) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the 1934 Act.
(5) The Reporting Person is a trust.
3
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
HERMAN F. COORS TRUST
--------------------------------------------------------------------------------
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
Colorado
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 1,435,000 (1)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,435,000 (1)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,435,000
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 4.3% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00 (3)
--------------------------------------------------------------------------------
(1) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
granted Jeffrey H. Coors and, in the case of his inability to act, William K.
Coors, an irrevocable proxy to vote such shares in favor of the merger of the
Issuer and a subsidiary of Riverwood Holding, Inc. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(2) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the 1934 Act.
(3) The Reporting Person is a trust.
4
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
MAY KISTLER COORS TRUST
--------------------------------------------------------------------------------
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
Colorado
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 1,726,652 (1)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,726,652 (1)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,726,652
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.1% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00 (3)
--------------------------------------------------------------------------------
(1) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
granted Jeffrey H. Coors and, in the case of his inability to act, William K.
Coors, an irrevocable proxy to vote such shares in favor of the merger of the
Issuer and a subsidiary of Riverwood Holding, Inc. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(2) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the 1934 Act.
(3) The Reporting Person is a trust.
5
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AUGUSTA COORS COLLBRAN TRUST
--------------------------------------------------------------------------------
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
Colorado
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 1,015,350 (1)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,015,350 (1)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,015,350
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 3.0% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00 (3)
--------------------------------------------------------------------------------
(1) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
granted Jeffrey H. Coors and, in the case of his inability to act, William K.
Coors, an irrevocable proxy to vote such shares in favor of the merger of the
Issuer and a subsidiary of Riverwood Holding, Inc. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(2) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the 1934 Act.
(3) The Reporting Person is a trust.
6
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
BERTHA COORS MUNROE TRUST
--------------------------------------------------------------------------------
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
Colorado
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 1,140,490 (1)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,140,490 (1)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,140,490
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 3.4% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00 (3)
--------------------------------------------------------------------------------
(1) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
granted Jeffrey H. Coors and, in the case of his inability to act, William K.
Coors, an irrevocable proxy to vote such shares in favor of the merger of the
Issuer and a subsidiary of Riverwood Holding, Inc. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(2) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the 1934 Act.
(3) The Reporting Person is a trust.
7
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
LOUISE COORS PORTER TRUST
--------------------------------------------------------------------------------
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
Colorado
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 920,220 (1)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
920,220 (1)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
920,220
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 2.7% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00 (3)
--------------------------------------------------------------------------------
(1) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
granted Jeffrey H. Coors and, in the case of his inability to act, William K.
Coors, an irrevocable proxy to vote such shares in favor of the merger of the
Issuer and a subsidiary of Riverwood Holding, Inc. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(2) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the 1934 Act.
(3) The Reporting Person is a trust.
8
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
JOSEPH COORS TRUST
--------------------------------------------------------------------------------
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
Colorado
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 250,000 (1)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
250,000 (1)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 1.0% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00 (3)
--------------------------------------------------------------------------------
(1) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
granted Jeffrey H. Coors and, in the case of his inability to act, William K.
Coors, an irrevocable proxy to vote such shares in favor of the merger of the
Issuer and a subsidiary of Riverwood Holding, Inc. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(2) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the 1934 Act.
(3) The Reporting Person is a trust.
9
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
JANET H. COORS IRREVOCABLE TRUST FBO FRANCES M. BAKER
--------------------------------------------------------------------------------
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
Colorado
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 59,356 (1)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
59,356 (1)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,356
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1.0% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00 (3)
--------------------------------------------------------------------------------
(1) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
granted Jeffrey H. Coors and, in the case of his inability to act, William K.
Coors, an irrevocable proxy to vote such shares in favor of the merger of the
Issuer and a subsidiary of Riverwood Holding, Inc. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(2) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the 1934 Act.
(3) The Reporting Person is a trust.
10
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
JANET H. COORS IRREVOCABLE TRUST FBO FRANK E. FERRIN
--------------------------------------------------------------------------------
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
Colorado
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 59,354 (1)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
59,354 (1)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,354
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1.0% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00 (3)
--------------------------------------------------------------------------------
(1) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
granted Jeffrey H. Coors and, in the case of his inability to act, William K.
Coors, an irrevocable proxy to vote such shares in favor of the merger of the
Issuer and a subsidiary of Riverwood Holding, Inc. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(2) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the 1934 Act.
(3) The Reporting Person is a trust.
11
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
JANET H. COORS IRREVOCABLE TRUST FBO JOSEPH J. FERRIN
--------------------------------------------------------------------------------
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
Colorado
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 59,354 (1)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
59,354 (1)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,354
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1.0% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00 (3)
--------------------------------------------------------------------------------
(1) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
granted Jeffrey H. Coors and, in the case of his inability to act, William K.
Coors, an irrevocable proxy to vote such shares in favor of the merger of the
Issuer and a subsidiary of Riverwood Holding, Inc. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(2) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the 1934 Act.
(3) The Reporting Person is a trust.
12
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
JEFFREY H. COORS
--------------------------------------------------------------------------------
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
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 929,617 (1)
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 37,754,722 (2)(3)(5)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,130,959 (1)(2)(4)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,726,652 (5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,926,763 (1)(2)(5)(6)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 75.8% (7)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
(1) Amount includes 929,617 shares of Common Stock subject to options currently
exercisable.
(2) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
shared voting power over 37,754,722 votes that may be cast and is deemed to
beneficially own 61,708,919 shares of Common Stock. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(3) Amount includes 24,242,424 votes that may be cast by the Preferred Stock.
(4) Amount excludes 86,885 shares of restricted Common Stock.
(5) Amount includes 1,726,652 shares of Common Stock held by the May Kistler
Coors Trust.
(6) Amount assumes conversion of the Preferred Stock into 48,484,848 shares of
Common Stock.
(7) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the 1934 Act.
13
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
WILLIAM K. COORS
--------------------------------------------------------------------------------
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
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 6,184 (1)
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 37,754,722 (2)(3)(4)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
159,875 (1)(2)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,726,652 (4)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,003,330 (1)(2)(4)(5)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 75.5% (6)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
(1) Amount includes 6,184 shares of Common Stock subject to options currently
exercisable.
(2) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
shared voting power over 37,754,722 votes that may be cast and is deemed to
beneficially own 61,997,146 shares of Common Stock. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(3) Amount includes 24,242,424 votes that may be cast by the Preferred Stock.
(4) Amount includes 1,726,652 shares of Common Stock held by the May Kistler
Coors Trust.
(5) Amount assumes conversion of the Preferred Stock into 48,484,848 shares of
Common Stock.
(6) This percentage is calculated based on 33,631,223 shares of
Common Stock outstanding as of March 7, 2003, as adjusted pursuant to Rule
13d-3(d)(1) promulgated under the 1934 Act.
14
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
JOHN K. COORS
--------------------------------------------------------------------------------
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
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 1,729,027 (1)(2)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,375 (1)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,726,652 (2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,729,027 (2)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.1% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
(1) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
granted Jeffrey H. Coors and, in the case of his inability to act, William K.
Coors, an irrevocable proxy to vote such shares in favor of the merger of the
Issuer and a subsidiary of Riverwood Holding, Inc. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(2) Amount includes 1,726,652 shares of Common Stock held by the May Kistler
Coors Trust.
(3) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the 1934 Act.
15
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
JOSEPH COORS, JR.
--------------------------------------------------------------------------------
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
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 1,730,217 (1)(2)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,565 (1)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,726,652 (2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,730,217 (2)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.1% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
(1) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
granted Jeffrey H. Coors and, in the case of his inability to act, William K.
Coors, an irrevocable proxy to vote such shares in favor of the merger of the
Issuer and a subsidiary of Riverwood Holding, Inc. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(2) Amount includes 1,726,652 shares of Common Stock held by the May Kistler
Coors Trust.
(3) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the 1934 Act.
16
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
PETER H. COORS
--------------------------------------------------------------------------------
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
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 1,735,726 (1)(2)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
9,074 (1)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,726,652 (2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,735,726 (2)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.2% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
(1) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
granted Jeffrey H. Coors and, in the case of his inability to act, William K.
Coors, an irrevocable proxy to vote such shares in favor of the merger of the
Issuer and a subsidiary of Riverwood Holding, Inc. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(2) Amount includes 1,726,652 shares of Common Stock held by the May Kistler
Coors Trust.
(3) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the 1934 Act.
17
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
DARDEN K. COORS
--------------------------------------------------------------------------------
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
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 11,138 (1)
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 4,830 (2)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
15,968 (1)(2)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,968 (1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
(1) Amount includes 11,138 shares of Common Stock subject to options currently
exercisable.
(2) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
granted Jeffrey H. Coors and, in the case of his inability to act, William K.
Coors, an irrevocable proxy to vote such shares in favor of the merger of the
Issuer and a subsidiary of Riverwood Holding, Inc. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(3) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the 1934 Act.
18
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
ADOLPH COORS FOUNDATION
--------------------------------------------------------------------------------
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
Colorado
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 857,744 (1)
WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
857,744 (1)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,744
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 2.6% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00 (3)
--------------------------------------------------------------------------------
(1) Pursuant to the Voting Agreement described in Item 4, Reporting Person has
granted Jeffrey H. Coors and, in the case of his inability to act, William K.
Coors, an irrevocable proxy to vote such shares in favor of the merger of the
Issuer and a subsidiary of Riverwood Holding, Inc. The Reporting Person retains
voting power with regard to all other matters and sole dispositive power with
respect to the shares issuable to the Reporting Person.
(2) This percentage is calculated based on 33,631,223 shares of Common Stock
outstanding as of March 7, 2003, as adjusted pursuant to Rule 13d-3(d)(1)
promulgated under the 1934 Act.
(3) The Reporting Person is a foundation.
19
This Amendment No. 7 (this "Amendment") to the Schedule 13D originally filed
with the Securities and Exchange Commission (the "SEC") on December 16, 1992 (as
amended, the "Schedule 13D"), relates to common stock, $0.01 par value per share
("Common Stock"), issued by Graphic Packaging International Corporation, a
Colorado corporation (the "Company"), and is being filed to disclose (i)
additional Reporting Persons, (ii) the retirement of Joseph Coors as a trustee
of the Grover C. Coors Trust, and (iii) a change in the intent of the Reporting
Persons. For convenience of reference, this Amendment amends and restates the
Schedule 13D in its entirety.
ITEM 1. SECURITY AND ISSUER
Item 1 to the Schedule 13D is amended and restated in its entirety to read as
follows:
This Schedule 13D relates to common stock, $0.01 par value per share ("Common
Stock"), issued by Graphic Packaging International Corporation, a Colorado
corporation (the "Company").
The Company's principal executive offices are located at 4455 Table Mountain
Drive, Golden, Colorado 80403.
The Company designs and manufactures folding carton packaging and supplies such
packaging to the food, beverage and other consumable products markets.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 to the Schedule 13D is amended and restated in its entirety to read as
follows:
This Schedule 13D is filed on behalf of each of the following persons pursuant
to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), with respect to Common Stock described in this Schedule 13D: the Adolph
Coors, Jr. Trust; the Grover C. Coors Trust; the Herman F. Coors Trust; the May
Kistler Coors Trust; the Augusta Coors Collbran Trust; the Bertha Coors Munroe
Trust; the Louise Coors Porter Trust; the Joseph Coors Trust; the Janet H. Coors
Irrevocable Trust FBO Frank E. Ferrin; the Janet H. Coors Irrevocable Trust FBO
Joseph J. Ferrin; Janet H. Coors Irrevocable Trust FBO Frances M. Baker; the
Adolph Coors Foundation; William K. Coors; John K. Coors; Peter H. Coors; Joseph
Coors, Jr.; Jeffrey H. Coors; and Darden K. Coors (collectively, the "Reporting
Persons").
The Reporting Persons are making a single joint filing pursuant to Rule
13d-1(k)(1).
The Reporting Persons are filing this Amendment because they may be deemed to be
a "group" within the meaning of Section 13(d)(3) of the 1934 Act, with respect
to the transaction described in Item 4 of this Schedule 13D. Except as expressly
otherwise set forth in this Schedule 13D, each Reporting Person disclaims
beneficial ownership of the shares of Common Stock beneficially owned by any
other Reporting Person or any other person.
20
A. Trusts
NAME PRINCIPAL PLACE STATE OF PRINCIPAL TRUSTEES
---- OF BUSINESS ORGANIZATION BUSINESS --------
----------- ------------ --------
ADOLPH COORS, C/O COORS FAMILY TRUSTS ADMINISTERED UNDER THE TO MANAGE TRUST WILLIAM K. COORS
JR. TRUST MAIL STOP VR 900 LAWS OF THE STATE OF ASSETS FOR THE JEFFREY H. COORS
P.O. BOX 4030 COLORADO BENEFIT OF A CLASS PETER H. COORS
GOLDEN, COLORADO 80401 OF BENEFICIARIES J. BRADFORD COORS
MELISSA E. COORS
GROVER C. C/O COORS FAMILY TRUSTS ADMINISTERED UNDER THE TO MANAGE TRUST WILLIAM K. COORS
COORS TRUST MAIL STOP VR 900 LAWS OF THE STATE OF ASSETS FOR THE JOSEPH COORS, JR.
P.O. BOX 4030 COLORADO BENEFIT OF A CLASS JEFFREY H. COORS
GOLDEN, COLORADO 80401 OF BENEFICIARIES PETER H. COORS
JOHN K. COORS
HERMAN F. C/O COORS FAMILY TRUSTS ADMINISTERED UNDER THE TO MANAGE TRUST WILLIAM K. COORS
COORS TRUST MAIL STOP VR 900 LAWS OF THE STATE OF ASSETS FOR THE JOSEPH COORS, JR.
P.O. BOX 4030 COLORADO BENEFIT OF A CLASS JEFFREY H. COORS
GOLDEN, COLORADO 80401 OF BENEFICIARIES PETER H. COORS
JOHN K. COORS
DARDEN K. COORS
MAY KISTLER C/O COORS FAMILY TRUSTS ADMINISTERED UNDER THE TO MANAGE TRUST WILLIAM K. COORS
COORS TRUST MAIL STOP VR 900 LAWS OF THE STATE OF ASSETS FOR THE JOSEPH COORS, JR.
P.O. BOX 4030 COLORADO BENEFIT OF A CLASS JEFFREY H. COORS
GOLDEN, COLORADO 80401 OF BENEFICIARIES PETER H. COORS
JOHN K. COORS
AUGUSTA COORS C/O COORS FAMILY TRUSTS ADMINISTERED UNDER THE TO MANAGE TRUST WILLIAM K. COORS
COLLBRAN TRUST MAIL STOP VR 900 LAWS OF THE STATE OF ASSETS FOR THE JOSEPH COORS, JR.
P.O. BOX 4030 COLORADO BENEFIT OF A CLASS JEFFREY H. COORS
GOLDEN, COLORADO 80401 OF BENEFICIARIES PETER H. COORS
JOHN K. COORS
BERTHA COORS C/O COORS FAMILY TRUSTS ADMINISTERED UNDER THE TO MANAGE TRUST WILLIAM K. COORS
MUNROE TRUST MAIL STOP VR 900 LAWS OF THE STATE OF ASSETS FOR THE JOSEPH COORS, JR.
P.O. BOX 4030 COLORADO BENEFIT OF A CLASS JEFFREY H. COORS
GOLDEN, COLORADO 80401 OF BENEFICIARIES PETER H. COORS
JOHN K. COORS
LOUISE COORS C/O COORS FAMILY TRUSTS ADMINISTERED UNDER THE TO MANAGE TRUST WILLIAM K. COORS
PORTER TRUST MAIL STOP VR 900 LAWS OF THE STATE OF ASSETS FOR THE JOSEPH COORS, JR.
P.O. BOX 4030 COLORADO BENEFIT OF A CLASS JEFFREY H. COORS
GOLDEN, COLORADO 80401 OF BENEFICIARIES PETER H. COORS
JOHN K. COORS
JOSEPH COORS C/O COORS FAMILY TRUSTS ADMINISTERED UNDER THE TO MANAGE TRUST WILLIAM K. COORS
TRUST MAIL STOP VR 900 LAWS OF THE STATE OF ASSETS FOR THE JOSEPH COORS, JR.
P.O. BOX 4030 COLORADO BENEFIT OF A CLASS JEFFREY H. COORS
GOLDEN, COLORADO 80401 OF BENEFICIARIES PETER H. COORS
JANET H. COORS C/O COORS FAMILY TRUSTS ADMINISTERED UNDER THE TO MANAGE TRUST WILLIAM K. COORS
TRUST FBO MAIL STOP VR 900 LAWS OF THE STATE OF ASSETS FOR THE JEFFREY H. COORS
FRANK E. FERRIN P.O. BOX 4030 COLORADO BENEFIT OF A CLASS PETER H. COORS
GOLDEN, COLORADO 80401 OF BENEFICIARIES
21
JANET H. COORS C/O COORS FAMILY TRUSTS ADMINISTERED UNDER THE TO MANAGE TRUST WILLIAM K. COORS
TRUST FBO MAIL STOP VR 900 LAWS OF THE STATE OF ASSETS FOR THE JEFFREY H. COORS
JOSEPH J. FERRIN P.O. BOX 4030 COLORADO BENEFIT OF A CLASS PETER H. COORS
GOLDEN, COLORADO 80401 OF BENEFICIARIES
JANET H. COORS C/O COORS FAMILY TRUSTS ADMINISTERED UNDER THE TO MANAGE TRUST WILLIAM K. COORS
TRUST FBO MAIL STOP VR 900 LAWS OF THE STATE OF ASSETS FOR THE JEFFREY H. COORS
FRANCES M. BAKER P.O. BOX 4030 COLORADO BENEFIT OF A CLASS PETER H. COORS
GOLDEN, COLORADO 80401 OF BENEFICIARIES
None of the above named trusts 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 of which 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.
B. Foundation
NAME PRINCIPAL PLACE STATE OF PRINCIPAL BOARD OF
---- OF BUSINESS ORGANIZATION BUSINESS TRUSTEES
----------- ------------ -------- --------
ADOLPH COORS 4100 E. MISSISSIPPI AVENUE COLORADO CHARITABLE GIVING WILLIAM K. COORS
FOUNDATION SUITE 1850 JEFFREY H. COORS
DENVER, COLORADO 80246 PETER H. COORS
HOLLAND COORS
ROBERT G. WINDSOR
The foundation has not, 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
of which 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.
C. Natural Persons
Each of the following individuals is a trustee of one or more of the trusts
identified in Item 2, subsection A, or of the foundation identified in Item 2,
subsection B. In addition, pursuant to Rule 13d-3, each of the trustees of the
May Kistler Coors Trust may be deemed to beneficially own 1,726,652 shares of
Common Stock held in that trust. Each trustee disclaims beneficial ownership of
the shares of Common Stock held by that trust. Some of these individuals also
are direct beneficial owners of Common Stock.
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
---- ---------------- ----------------------------
DARDEN K. COORS C/O GRAPHIC PACKAGING INTERNATIONAL CORPORATION COUNSEL OF THE COMPANY.
81 HALL STREET
CONCORD, NEW HAMPSHIRE 03301
J. BRADFORD COORS* C/O ADOLPH COORS COMPANY GENERAL MANAGER OF ADOLPH COORS COMPANY
311 10TH STREET, MAIL #BC400 ("COORS"), A HOLDING COMPANY FOR BEER AND
GOLDEN, COLORADO 80401 OTHER CONSUMER BEVERAGE MANUFACTURING
BUSINESSES.
22
JEFFREY H. COORS C/O GRAPHIC PACKAGING INTERNATIONAL CORPORATION CHAIRMAN, PRESIDENT, AND A DIRECTOR OF
4455 TABLE MOUNTAIN DRIVE THE COMPANY.
GOLDEN, COLORADO 80403
JOHN K. COORS C/O COORSTEK, INC. CHAIRMAN, CHIEF EXECUTIVE OFFICER, PRESIDENT
16000 TABLE MOUNTAIN PARKWAY AND DIRECTOR OF COORSTEK, INC.
GOLDEN, COLORADO 80403
JOSEPH COORS, JR. C/O COORSTEK, INC. RETIRED.
16000 TABLE MOUNTAIN PARKWAY
GOLDEN, COLORADO 80403
MELISSA E. COORS* C/O COORS BREWING COMPANY DENVER VENUE MANAGER FOR COORS BREWING
311 10TH STREET, MAIL #NH495 COMPANY ("COORS BREWING"), A BREWERY AND
GOLDEN, COLORADO 80401 SUBSIDIARY OF COORS.
PETER H. COORS C/O ADOLPH COORS COMPANY CHIEF EXECUTIVE OFFICER, PRESIDENT, AND A
311 10TH STREET, MAIL #NH300 DIRECTOR OF COORS; CHAIRMAN OF COORS
GOLDEN, COLORADO 80401 BREWING.
WILLIAM K. COORS C/O ADOLPH COORS COMPANY DIRECTOR EMERITUS OF COORSTEK, INC.;
311 10TH STREET, MAIL #NH311 DIRECTOR OF THE COMPANY; CHAIRMAN OF THE
GOLDEN, COLORADO 80401 BOARD OF COORS.
HOLLAND COORS* 4100 E. MISSISSIPPI AVENUE FOUNDER OF WOMEN OF OUR HEMISPHERE
SUITE 1850 ACHIEVING TOGETHER AND FORMER AMBASSADOR.
DENVER, COLORADO 80246
ROBERT G. WINDSOR* 4100 E. MISSISSIPPI AVENUE EPISCOPALIAN MINISTER.
SUITE 1850
DENVER, COLORADO 80246
* Information regarding such person is provided because the person is a trustee
of one or more trusts and/or the Adolph Coors Foundation.
None of the above named persons 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 of which 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 finding any violations with respect to
such laws.
All of the above named persons are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 to the Schedule 13D is amended and restated in its entirety to read as
follows:
All shares of the Common Stock held by the Reporting Persons other than Jeffrey
H. Coors, Joseph Coors, Jr., William K. Coors and Darden K. Coors were acquired
on December 27, 1992 in the spin-off of the Company from Coors, described in the
Company's Registration Statement on Form 10, initially filed with the SEC under
the 1934 Act. One share of the Common Stock was distributed for every three
shares of common stock of Coors held by the Reporting Persons. All of the shares
of Common Stock beneficially owned by Jeffrey H. Coors, Joseph Coors, Jr.,
William K. Coors and Darden K. Coors were acquired in the spin-off of the
Company from Coors, except for certain shares of Common Stock purchased with
such individual's personal funds in the open market or through the exercise of
outstanding employee stock options.
23
The Grover C. Coors Trust purchased from the Company 1,000,000 shares of 10%
Series B Convertible Preferred Stock (the "Preferred Stock") on August 15, 2000.
The purchase price paid by the Grover C. Coors Trust for the Preferred Stock was
$100,000,000 in cash. The purchase price for the Preferred Stock was paid by the
Grover C. Coors Trust from the proceeds of a $100,000,000 loan received by the
Grover C. Coors Trust from Bank of America, N.A. (the "Loan"). The shares of the
Preferred Stock acquired by the Grover C. Coors Trust and other marketable
securities owned by the Grover C. Coors Trust were pledged as collateral to
secure the Loan. The Loan has been repaid in full. In connection with the
purchase of the Preferred Stock, the Grover C. Coors Trust entered into a
registration rights agreement with the Company. The principal terms of the
Preferred Stock and the related registration rights agreement are as described
in Item 6 below.
On March 25, 2003, each Reporting Person executed a voting agreement (the
"Voting Agreement"), pursuant to which each Reporting Person agreed to vote all
securities held by such Reporting Person in favor of the Merger (defined below).
A summary of the terms of Voting Agreement is set forth in Items 4 and 6 below.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 to the Schedule 13D is amended and restated in its entirety to read as
follows:
On March 25, 2003, each Reporting Person executed the Voting Agreement whereby
they agreed to vote for the merger of the Company with and into a subsidiary of
Riverwood Holding, Inc., a Delaware corporation ("Riverwood"), in a stock
transaction (the "Merger") and against any other transaction involving the
Company. If the proposed Merger is effected, the shareholders of the Company
will receive one share of Riverwood stock for each share of Common Stock that
they own, following a stock split by Riverwood. As a condition to the
effectiveness of the Merger, the Grover C. Coors Trust, holder of the Preferred
Stock, has agreed to convert all of the outstanding shares of the Preferred
Stock into Common Stock in exchange for a payment of the present value,
calculated using a discount rate of 8.5%, of future dividends on the Preferred
Stock that would have been payable by the Company until the Preferred Stock
could have been first redeemed by the Company in 2005. Riverwood shareholders
will own 57.5% of the new public company, while shareholders of the Company will
own 42.5%. The Reporting Persons filing this report, who own on an as-converted
basis 75.8% of the outstanding shares of Common Stock, will own approximately
32.2% of the combined company. The Merger has been approved by the respective
Boards of Directors of the Company and Riverwood. Consummation of the Merger is
subject to conversion of the Preferred Stock by the Grover C. Coors Trust and to
customary conditions, including approval by the Company's shareholders and
regulatory approvals. The foregoing description of the Merger Agreement is
qualified in its entirety by the complete text of such agreement, incorporated
by reference hereto as Exhibit 99.5.
A joint press release announcing the execution of the Merger Agreement was
issued on March 26, 2003. A copy of the press release is attached hereto as
Exhibit 99.3 and is incorporated herein by reference.
EACH SECURITY HOLDER OF THE COMPANY SHOULD READ THE JOINT PROXY
STATEMENT/PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4 TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN
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CONNECTION WITH THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. ONCE THE REGISTRATION STATEMENT
ON FORM S-4 IS FILED, SECURITY HOLDERS OF THE COMPANY CAN OBTAIN THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT ARE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR FREE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEB
SITE AT HTTP://WWW.SEC.GOV.
Pursuant to the Voting Agreement, each Reporting Person has appointed Jeffrey H.
Coors and, in the case of his inability to act, William K. Coors, as such
Reporting Person's attorney-in-fact, with full power of substitution to vote the
Reporting Person's securities in favor of the Merger. In addition, each
Reporting Person has given Jeffrey H. Coors and William K. Coors an irrevocable
proxy to vote the Reporting Person's shares in favor of the Merger. The Voting
Agreement also provides that no Reporting Person will dispose of or encumber
such Reporting Person's securities or purchase additional securities of the
Company, except for transfers between Permitted Transferees (as defined in the
Voting Agreement). In addition, the Voting Agreement provides that if the Merger
Agreement is terminated under circumstances where Riverwood is entitled to
receive the termination fee provided for in the Merger Agreement, each Reporting
Person, other than the Adolph Coors Foundation, shall pay to Riverwood, on
demand, such Reporting Person's, other than the Adolph Coors Foundation, pro
rata share of (i) 75% of the first $20 million of any profit made from a
subsequent business combination and (ii) 50% of the next $40 million of such
profit. Further, if Riverwood increases the amount of merger consideration
payable to the shareholders of the Company over the amount set forth in the
Merger Agreement, each Reporting Person, other than the Adolph Coors Foundation,
has agreed to waive such Reporting Person's rights to receive 50% of any such
additional merger consideration. The foregoing description of the Voting
Agreement is qualified in its entirety by the complete text of such agreement
attached hereto as Exhibit 99.4.
Pursuant to the terms of the Preferred Stock, each share of the Preferred Stock
is convertible into approximately 48.485 shares of Common Stock and the Grover
C. Coors Trust is entitled to cast one vote for every two shares of Common Stock
into which the Preferred Stock is convertible. If the Grover C. Coors Trust
elects to convert its shares of the Preferred Stock into shares of Common Stock
prior to the record date for the meeting of shareholders to vote on the Merger,
the Preferred Stock will be converted into 48,484,848 shares of Common Stock and
all 48,484,848 shares of Common Stock will be voted for the Merger. If the
Grover C. Coors Trust does not elect to convert its shares of Preferred Stock
prior to the record date, 24,242,424 votes will be cast in favor of the Merger
on behalf of the Grover C. Coors Trust. As of the date of this Amendment, the
Grover C. Coors Trust is undecided as to whether or not it will convert its
shares of Preferred Stock prior to the record date.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 to the Schedule 13D is amended and restated in its entirety to read as
follows:
With respect to each Reporting Person, the information relating to the amount of
shares beneficially owned, the percent of class, and number of shares as to
which such person has sole or shared power to vote or direct the vote, or to
dispose or to direct the disposition, are incorporated by reference from such
Reporting Person's cover page.
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The aggregate number of shares beneficially owned by all Reporting Persons
covered by this filing, including shares underlying options with the right to
acquire beneficial ownership within 60 days, is 62,944,085 or 75.8% of the
Company Common Stock.
During the last 60 days, none of the Reporting Persons have effected any
transactions in the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 to the Schedule 13D is amended and restated in its entirety to read as
follows:
Jeffrey H. Coors, William K. Coors, John K. Coors, Joseph Coors, Jr., Peter H.
Coors, Darden K. Coors, J. Bradford Coors, and Melissa E. Coors presently serve
or in the past served as trustees of one or more of the Adolph C. Coors, Jr.
Trust, the Grover C. Coors Trust, the Herman F. Coors Trust, the May Kistler
Coors Trust, the Augusta Coors Collbran Trust, the Bertha Coors Munroe Trust,
the Louise Coors Porter Trust, the Joseph Coors Trust, the Janet H. Coors
Irrevocable Trust FBO Frances M. Baker, the Janet H. Coors Irrevocable Trust FBO
Frank E. Ferrin, and the Janet H. Coors Irrevocable Trust FBO Joseph J. Ferrin.
Each trust has three or more trustees. Under the trust agreement evidencing each
of the trusts (other than the May Kistler Coors Trust), the affirmative vote of
a majority of the trustees is required to determine how shares of Common Stock
held by the trust will be voted or to dispose of any shares of Common Stock held
by the trust. Under the trust agreement evidencing the May Kistler Coors Trust,
the affirmative vote of all of the trustees is required to determine how shares
of Common Stock held by the trust will be voted or to dispose of any shares of
Common Stock held by the trust.
Jeffrey H. Coors, William K. Coors, Peter H. Coors, Holland Coors, and Robert G.
Windsor presently serve as trustees of the Adolph Coors Foundation.
Pursuant to the Preferred Stock Purchase Agreement, dated August 15, 2000, the
Grover C. Coors Trust purchased from the Company 1,000,000 shares of the
Preferred Stock for $100,000,000. The following is a summary of the principal
terms of the Preferred Stock and is qualified in its entirety by the Preferred
Stock Purchase Agreement and the Statement of Designations, incorporated by
reference hereto as Exhibits 99.6 and 99.7, respectively.
Ranking. The Preferred Stock ranks senior to Common Stock and to all
classes or series of stock to the extent that they rank junior to the Preferred
Stock as to dividend rights, redemption rights or liquidation rights.
Liquidation Preference. The Preferred Stock has a liquidation preference
of $100 per share (the "Stated Value"), plus all accrued and unpaid dividends
(the "Liquidation Preference").
Dividends. Holders of the Preferred Stock are entitled to receive
quarterly dividends at an annual rate per share of 10% of the Liquidation
Preference of such share from and including August 15, 2000 (the "Issue Date").
However, for so long as the Liquidation Preference per share is equal to the
Stated Value per share, the amount of dividend payable per share will be $2.50
for each full quarterly dividend period.
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Redemption. The Preferred Stock is not redeemable prior to the fifth
anniversary of the Issue Date. Subject to certain limitations set forth in the
Preferred Stock Purchase Agreement, after the fifth anniversary of the Issue
Date, the Preferred Stock is redeemable, in whole or in part, at the option of
the Company on at least 20 but no more than 60 days notice to the holders of the
Preferred Stock during the 12-month periods commencing on the anniversary of the
Issue Date in each of the following years, at the following prices per share,
plus in each case, all accrued and unpaid dividends: 2005, $105; 2006, $104;
2007, $103; 2008, $102; 2009, $101; and 2010 and thereafter, $100.
Conversion Rights. Unless previously redeemed, shares of the Preferred
Stock may, at the option of the holder, be converted, in whole or in part, into
fully paid and nonassessable shares of Common Stock at any time and from time to
time prior to the date of redemption. The conversion rate is currently
approximately 48.485 shares of Common Stock for each share of the Preferred
Stock (the "Conversion Rate"). The Conversion Rate will be adjusted if the
Company (i) pays a dividend or makes a distribution on the Common Stock, (ii)
subdivides the outstanding shares of Common Stock into a greater number of
shares, (iii) combines the outstanding shares of Common Stock into a smaller
number of shares, (iv) pays a dividend or makes a distribution on the Common
Stock in shares of its capital stock, (v) issues by reclassification of its
shares of Common Stock any shares of its capital stock, or (vi) issues Common
Stock at a price less than 80% of the current market price.
Put Rights. From and after the tenth anniversary of the Issue Date until
such time as the Adolph Coors Company has agreed to register with the SEC a
sufficient amount of the Adolph Coors Company Class B Common Stock to repay, on
an after-tax basis, all of the indebtedness incurred by the Grover C. Coors
Trust in connection with the purchase of the Preferred Stock, or until such time
as such indebtedness has otherwise been paid in full, the holder of the
Preferred Stock has the right to require the Company to repurchase some or all
of the Preferred Stock for an amount per share equal to the Liquidation
Preference.
Voting Rights. Each share of the Preferred Stock is entitled to a number
of votes equal to one vote for each two whole shares of Common Stock into which
such share of the Preferred Stock is convertible. The holders of the Preferred
Stock shall vote together with the holders of Common Stock as a single class,
except that the holders of the Preferred Stock are not permitted to vote on the
election of directors until after the expiration or earlier termination of the
waiting period in connection with the pre-merger notification under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976. In addition, the holders of
the Preferred Stock will vote separately as a single class on any merger or
consolidation of the Company, the sale of all or substantially all of the
Company's assets or the dissolution or liquidation of the Company.
In connection with the purchase of the Preferred Stock, the Grover C. Coors
Trust entered into a registration rights agreement with the Company, attached
hereto as Exhibit 99.3 (the "Registration Rights Agreement"). The Registration
Rights Agreement gives the holder of the Preferred Stock the right to demand
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
the Common Stock into which the Preferred Stock is convertible at any time upon
written notice to the Company. The Company is obligated to use its best efforts
to complete the registration of the Common Stock so requested within 90 days of
the request by the holder, subject to certain exceptions. If the Company
proposes to register any of its securities under the 1933 Act, it must give the
27
holder of the Preferred Stock notice of such proposal and cause to be registered
under the 1933 Act all of the securities so requested by such holder, subject to
certain exceptions. The Company is required to bear all of the expenses
associated with a registration pursuant to the Registration Rights Agreement,
subject to certain limited exceptions. The registration rights of the holder
will terminate on the later of the tenth anniversary of the Issue Date or the
fifth anniversary of the conversion of all outstanding shares of the Preferred
Stock into Common Stock.
On March 5, 2003, each Reporting Person executed the Voting Agreement pursuant
to which each Reporting Person agreed to vote their securities in favor of the
Merger with Riverwood. Upon execution of the Voting Agreement, the group was
deemed to have acquired beneficial ownership of the securities held by each
Reporting Person pursuant to Rule 13d-5(b)(1). The summaries of the Voting
Agreement and the Merger Agreement contained in Item 4 are incorporated herein
by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 to the Schedule 13D is amended and restated in its entirety to read as
follows:
The following Exhibits are incorporated herein:
99.1 Power of Attorney.
99.2 Joint Filing Agreement.
99.3 Press Release, dated March 26, 2003, issued
by the Company.
99.4 Voting Agreement, dated March 25, 2003, by
and among Riverwood and each Reporting Person.
99.5 Agreement and Plan of Merger, dated as of March 25,
2003, by and among the Company, Riverwood and Riverwood
Acquisition Sub LLC, incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K, dated
March 25, 2003, filed by the Company with the
Securities and Exchange Commission on March 28, 2003.
99.6 Preferred Stock Purchase Agreement, dated
August 15, 2000, between the Company and the
Grover C. Coors Trust, incorporated by
reference to Exhibit 99.2 to the Amendment
No. 5 to the Schedule 13D, filed with the
Securities and Exchange Commission on August
17, 2000.
99.7 Statement of Designations, incorporated by
reference to Exhibit 99.4 to the Amendment
No. 5 to the
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Schedule 13D, filed with the Securities and
Exchange Commission on August 17, 2000.
99.8 Registration Rights Agreement, incorporated
by reference to Exhibit 99.3 to the Amendment
No. 5 to the Schedule 13D, filed with the
Securities and Exchange Commission on August
17, 2000.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
MARCH 31, 2003
------------------------------------------------
Date
/S/ JEFFREY H. COORS
------------------------------------------------
Signature
JEFFREY H. COORS, IN HIS INDIVIDUAL CAPACITY AND
AS ATTORNEY-IN-FACT
Name/Title
Power of Attorney for Adolph Coors, Jr. Trust,
Grover C. Coors Trust, Herman F. Coors Trust,
May Kistler Coors Trust, Augusta Coors Collbran
Trust, Bertha Coors Munroe Trust, Louise Coors
Porter Trust, Joseph Coors Trust, Janet H. Coors
Irrevocable Trust FBO Frances M. Baker, Janet H.
Coors Irrevocable Trust FBO Frank E. Ferrin,
Janet H. Coors Irrevocable Trust FBO Joseph J.
Ferrin, William K. Coors, John K. Coors, Joseph
Coors, Jr., Peter H. Coors, Darden K. Coors, and
Adolph Coors Foundation filed as Exhibit 99.1 to
this filing
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