SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[X] Soliciting material pursuant to ss. 240.14a-11(c) of ss. 240.14a-12.
ADOLPH COORS COMPANY
------------------------------------------------
(Name of Registrant as Specified in its Charter)
N/A
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
CONTACT: NEWS MEDIA FOR IMMEDIATE RELEASE
Aimee Valdez 8/14/03
303/277-6472
INVESTOR RELATIONS
Dave Dunnewald
(303) 279-6565
Kevin Caulfield
(303) 277-6894
ADOLPH COORS COMPANY BOARD OF DIRECTORS UNANIMOUSLY APPROVES
REINCORPORATION PROPOSAL; SHAREHOLDERS TO VOTE
GOLDEN, Colorado - Adolph Coors Company (NYSE: RKY) announced today
that its board of directors has unanimously approved a proposal to change its
state of legal incorporation from Colorado to Delaware. The reincorporation
proposal will be submitted to shareholders of record on August 25, 2003 for
consideration at a special meeting of shareholders to be held on October 3,
2003.
The proposed reincorporation would not result in any change in the
company's name, headquarters, business, jobs, management, location of offices or
facilities, number of employees, taxes payable to the State of Colorado, assets,
liabilities or net worth. Also, the Company's Class B common stock would
continue to trade on the New York Stock Exchange under the symbol RKY.
"We believe the reincorporation will be beneficial to the company and
its shareholders through obtaining the benefits of Delaware's comprehensive,
widely used and extensively interpreted corporate law," stated Peter H. Coors,
Chairman of Adolph Coors Company.
More than half of Fortune 500 publicly traded companies are
incorporated in Delaware, and according to the October 2002 Denver Business
Journal, seven of Colorado's top 10 companies (based on number of employees) are
incorporated in Delaware. These include: First Data, Teletech Holdings, Vail
Resorts, UnitedGlobalCom, Newmont Mining and Wild Oats Markets.
Approval of the reincorporation proposal will require the affirmative
vote of a majority of all the votes entitled to be cast by each of the company's
Class A common stock and Class B common stock. Further information regarding the
reincorporation will
be contained in a definitive proxy statement to be filed with the Securities and
Exchange Commission and mailed to shareholders of the company as of the record
date of the special meeting.
Founded in 1873, Adolph Coors Company, the holding company for Coors
Brewing Company, is the third-largest U.S. brewer and the world's eighth-largest
brewer. The company sells its products in North America, Europe, Latin America,
the Caribbean and Asia. The company's European subsidiary, Coors Brewers
Limited, is the second-largest brewer in the United Kingdom, with the U.K.'s
leading brand, Carling. Adolph Coors Company stock trades on the New York Stock
Exchange under the symbol RKY. For more information on Adolph Coors Company,
visit the company's Web site at www.coors.com.
###
FORWARD-LOOKING STATEMENTS
This press release includes "forward-looking statements" within the meaning of
the federal securities laws, commonly identified by such terms as "believes,"
"looking ahead," "anticipates," "estimates" and other terms with similar
meaning. Although the Company believes that the assumptions upon which its
forward-looking statements are based are reasonable, it can give no assurance
that these assumptions will prove to be correct. Important factors that could
cause actual results to differ materially from the Company's projections and
expectations are disclosed in the Company's filings with the Securities and
Exchange Commission. All forward-looking statements in this press release are
expressly qualified by such cautionary statements and by reference to the
underlying assumptions.
This communication is not a solicitation of a proxy from any security holder of
Adolph Coors Company. Adolph Coors Company will file a definitive proxy
statement with the Securities and Exchange Commission in connection with the
special meeting of shareholders. Information regarding the identity of the
persons who may, under Securities and Exchange Commission rules, be deemed to be
participants in the solicitation of shareholders of Adolph Coors Company in
connection with the proposed reincorporation, and their interests in the
solicitation, will be set forth in the definitive proxy statement to be filed
with the Securities and Exchange Commission. INVESTORS AND SHAREHOLDERS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION REGARDING THE REINCORPORATION. Investors
and shareholders will be able to obtain copies of the definitive proxy statement
filed by
Adolph Coors Company free of charge at the Securities and Exchange Commission's
web site at http://www.sec.gov. Investors and shareholders will also be able to
obtain the definitive version of the proxy statement free of charge by directing
their requests to Shareholder Relations, Adolph Coors Company, 311 10th Street,
Golden, Colorado 80401, telephone: (303) 279-6565.