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Molson Coors Brewing Co MOLSON COORS BREWING CO FORM 424B4 (Prospectus filed pursuant to Rule 424(b)(4)) Filed 11/15/2000 Address P.O. BOX 4030, MAIL #NH375 GOLDEN, Colorado 80401 Telephone 303-277-3271 CIK 0000024545 Industry Beverages (Alcoholic) Sector Consumer/Non-Cyclical Fiscal Year 12/28 Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-48194 and Registration Statement No. 333-49952 PROSPECTUS 4,800,000 Shares [COORS LOGO] ADOLPH COORS COMPANY CLASS B COMMON STOCK (Non-Voting) THE SELLING SHAREHOLDERS ARE OFFERING ALL OF THE SHARES. ADOLPH COORS COMPANY WILL NOT RECEIVE ANY PROCEEDS FROM THE SALE OF THE SHARES. OUR CLASS B COMMON STOCK, INCLUDING ALL OF THE SHARES OFFERED, IS NON-VOTING. ALL OF OUR VOTING STOCK IS OWNED BY THE ADOLPH COORS, JR. TRUST. OUR CLASS B COMMON STOCK IS LISTED ON THE NEW YORK STOCK EXCHANGE UNDER THE SYMBOL "RKY." ON NOVEMBER 14, 2000, THE LAST REPORTED SALE PRICE OF THE CLASS B COMMON STOCK WAS $66 11/16 PER SHARE. INVESTING IN OUR CLASS B COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 5. PRICE $66 11/16 A SHARE UNDERWRITING PROCEEDS TO PRICE TO DISCOUNTS AND SELLING PUBLIC COMMISSIONS SHAREHOLDERS ------------------------ ------------------------ ------------------------ Per Share.......................... $66.6875 $3.00 $63.6875 Total.............................. $320,100,000 $14,400,000 $305,700,000 The selling shareholders have granted the underwriters the right to purchase up to an additional 720,000 shares of Class B common stock to cover over-allotments. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers on November 20, 2000. MORGAN STANLEY DEAN WITTER GOLDMAN, SACHS & CO. J.P. MORGAN & CO. BANC OF AMERICA SECURITIES LLC November 15, 2000 [ARTWORK OF COORS PRODUCT] TABLE OF CONTENTS PAGE ---- Prospectus Summary.................... 1 Risk Factors.......................... 5 Special Note Regarding Forward-Looking Statements and Industry Data........ 9 Use of Proceeds....................... 10 Price Range of Class B Common Stock and Dividend Policy................. 10 Selected Historical Consolidated Financial Data...................... 11 Management's Discussion and Analysis of Financial Condition and Results of Operations....................... 13 Business.............................. 18 PAGE ---- Management............................ 31 Related Party Transactions............ 34 Description of Capital Stock.......... 35 Principal and Selling Shareholders.... 36 United States Federal Tax Considerations for Non-U.S. Holders of Common Stock..................... 39 Underwriters.......................... 41 Legal Matters......................... 43 Experts............................... 43 Where You Can Find More Information... 43 Incorporation of Certain Documents by Reference........................... 44 Index to Consolidated Financial Statements.......................... F-1 YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THE SELLING SHAREHOLDERS ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF CLASS B COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF CLASS B COMMON STOCK. Unless we indicate otherwise, all information in this prospectus assumes that the underwriters do not exercise their over-allotment option. We own or license all of our trademarks for all of our brands, including Coors Light(R), Original Coors(R), Coors(R) Non-Alcoholic, Coors Extra Gold(R), Zima(R), Winterfest(R), George Killian's(R) Irish Red(TM), Keystone(R) and Blue Moon(TM). This prospectus also contains trademarks and trade names of other companies. i PROSPECTUS SUMMARY You should read the following summary together with the more detailed information about us and the Class B common stock being sold in this offering and our consolidated financial statements and notes thereto appearing elsewhere in this prospectus. ADOLPH COORS COMPANY We are the third largest producer of beer in the United States. Our product portfolio includes 12 brands, including Coors Light, which is our top-selling brand. Coors Light is the fourth most popular beer in the United States and has increased its market share over each of the past five years. Our sales are concentrated in the light beer segment, which grew from 36.2% of the U.S. market in 1995 to 42.3% in 1999. During that same period, while overall industry shipments increased an average of less than one percent, our net sales grew at a compounded annual rate of 5.0% and our net income grew at a compounded annual rate of 20.9%. In 1999, we sold approximately 22 million barrels of malt-based beverages, and our Canadian joint venture sold an additional one million barrels. Since our founding in 1873, we have been committed to producing the highest quality beers. We produce our beers using the finest available, all natural ingredients, including our own proprietary strains of barley. In addition, we brew our beers using a process that takes significantly longer than our primary competitors' in order to create what we believe is a smoother, better tasting and more drinkable beer. During 1999, 198.6 million barrels of beer were shipped in the United States. Total shipments in 1999 reflect an increase of approximately 1.5% from the 195.6 million barrels shipped during 1998. Total shipments in the light beer segment during 1999 were 82.4 million barrels, representing an increase of approximately 6.0% over 1998's total of 77.7 million barrels. We believe that growth in the light beer segment can largely be attributed to consumer preference shifts from heavier beers toward lighter, more drinkable beers. Other trends that we believe have affected the industry and may have an impact in the future include: - an improved pricing environment; - an increasing population in the key demographic category; and - continued industry consolidation internationally and among domestic wholesalers. Our portfolio of brands is designed to appeal to a wide range of consumer taste, style and price preferences. Our focus is on products that are priced in the premium and above premium segments, which together accounted for over 85% of our sales in 1999. Our premium beers include Coors Light, Original Coors and Coors Non-Alcoholic. We also offer a selection of above premium beers including George Killian's Irish Red Lager, Blue Moon Belgian White Ale and Winterfest, a specialty beer offered seasonally. In addition, we offer Zima and Zima Citrus, alternative malt-based beverages that are light and refreshing. We also compete in the lower priced segment of the beer market, called the popular priced segment, with Coors Extra Gold and our Keystone family of beers -- Keystone Premium, Keystone Light and Keystone Ice. Our goal is to continue growing our business and increasing our profitability, both domestically and internationally, by focusing on the following six key strategies: - produce the highest quality products; - focus on high-growth, high-margin segments; - invest in high-potential markets and brands; - improve our wholesale distribution network; - build organizational excellence and improve our cost structure and efficiencies; and - pursue strategic opportunities. 1 Our primary production facilities are in Golden, Colorado. We also own a packaging and brewing facility in Memphis, Tennessee and a packaging facility in the Shenandoah Valley in Virginia. We own 50.1% of Coors Canada, our joint venture with Molson Inc. Coors Canada produces Coors Light for distribution throughout Canada. Coors Light is the top selling light beer and the fourth best-selling beer overall in Canada. Our principal executive offices are located at Coors Brewing Company, 311 10th Street, Golden, Colorado 80401-0030 and our telephone number is (303) 279-6565. RECENT DEVELOPMENTS Capital Expenditures. On October 19, 2000, we announced an updated capital expenditures plan for 2000 in the range of $145 million to $155 million. We also announced a preliminary capital spending plan in the range of $200 million to $240 million for 2001. This level of capital spending represents a significant increase over recent years. All of the increase in capital expenditures over recent years is related to our need to add capacity to meet growing demand for our products. These capital expenditures will address capacity constraints and are an important part of our long-term plan to increase productivity and lower our costs. Some of these capital expenditures will provide a foundation for future capacity additions and, as a result, we expect our capital expenditures in 2002 to be lower than 2001 capital expenditures. Expanded Molson Relationship. On October 25, 2000, we signed a letter of intent with Molson Inc. to form a joint venture to import, market, sell and distribute Molson's brands of beer in the U.S. Under the proposed agreement, the joint venture will obtain the exclusive rights to Molson brands currently imported into the U.S., including Molson Canadian, Molson Golden, Molson Ice and any Molson brands that may be developed in the future
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