S-3MEF 1 d80834mes-3mef.txt FORM S-3MEF 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 2000 REGISTRATION STATEMENT NO. 333- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ ADOLPH COORS COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) COLORADO 84-0178360 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
311 10TH STREET P.O. BOX 4030 GOLDEN, COLORADO 80401-0030 (303) 279-6565 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ M. CAROLINE TURNER GENERAL COUNSEL ADOLPH COORS COMPANY 311 10TH STREET P.O. BOX 4030 GOLDEN, COLORADO 80401-0030 (303) 279-6565 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS SENT TO THE AGENT FOR SERVICE, SHOULD BE SENT TO: DONALD SALCITO, ESQ. JEFFREY SMALL, ESQ. PERKINS COIE LLP DAVIS POLK & WARDWELL 1899 WYNKOOP STREET, SUITE 700 450 LEXINGTON AVENUE DENVER, CO 80202-1043 NEW YORK, NY 10017 (303) 291-2322 (212) 450-4000
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-48194 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ------------------------ CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED TITLE OF SHARES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE --------------------------------------------------------------------------------------------------------------------------------- Class B Common Stock (Non-Voting), without par value.............. 920,000 shares $66.6875 $61,352,500 $16,197.06 --------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------
(1) The proposed maximum offering price per share is based on the proposed offering price for the shares of the Company's Class B Common Stock offered hereby. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3 FILE NO. 333-48194 This Registration Statement is filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), by the Adolph Coors Company (the "Company"). This Registration Statement incorporates by reference the contents of the Registration Statement on Form S-3 (Registration No. 333-48194) which was declared effective by the Commission on November 14, 2000, including each of the documents filed by the Company with the Securities and Exchange Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto. CERTIFICATION The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission's account at Mellon Bank as soon as practicable (but no later than the close of business on November 15, 2000, (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by its bank during the bank's regular business hours no later than November 15, 2000. EXHIBITS
EXHIBIT NO. DESCRIPTION ----------- ----------- 5.1 Opinion of Perkins Coie LLP regarding the legality of the securities being registered 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Perkins Coie LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included on signature page to Registration Statement, File No. 333-48194, filed October 19, 2000 and incorporated by reference herein)
3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Golden, Colorado, on the 14th day of November, 2000. ADOLPH COORS COMPANY By: /s/ Peter H. Coors ---------------------------------- Name: Peter H. Coors Title: President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE ---------- ----- ---- * Principal Executive Officer November 14, 2000 ----------------------------------------------------- and Director Peter H. Coors * Principal Financial Officer November 14, 2000 ----------------------------------------------------- Timothy V. Wolf * Controller and Principal November 14, 2000 ----------------------------------------------------- Accounting Officer Olivia M. Thompson * Director November 14, 2000 ----------------------------------------------------- William K. Coors * Director November 14, 2000 ----------------------------------------------------- W. Leo Kiely III Director ----------------------------------------------------- Luis G. Nogales Director ----------------------------------------------------- Pamela H. Patsley Director ----------------------------------------------------- Wayne R. Sanders * Director November 14, 2000 ----------------------------------------------------- Albert C. Yates * /s/ PETER H. COORS ---------------------------------------------------- Attorney-in-fact
II-3 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- 5.1 Opinion of Perkins Coie LLP regarding the legality of the securities being registered 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Perkins Coie LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included on signature page to Registration Statement, File No. 333-48194, filed October 19, 2000 and incorporated by reference herein)