SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20645
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BROWN-FORMAN CORPORATION
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
115637-10-0
(CUSIP Number)
James S. Welch
Ogden Newell & Welch
1700 Citizens Plaza
500 West Jefferson Street
Louisville, Kentucky 40202
(502) 582-1601
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 1999
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[x].
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CUSIP NO. 115637-10-0
(1) Names of reporting persons Owsley Brown Frazier
S.S. or I.R.S. Identification Nos.
of above persons (###-##-####)
(2) Check the appropriate box if a member of (a)
a group (see instructions) (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
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power 584,362
(8) Shared voting power 11,560,978
(9) Sole dispositive power 584,362
(10) Shared dispositive power 11,560,978
(11) Aggregate amount beneficially owned by
each reporting person 12,145,340
(12) Check if the aggregate amount Row (11) excludes
certain shares (see instructions). N/A
(13) Percent of class represented by amount in Row (11) 41.9%
(14) Type of reporting person (see instructions) IN
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Item 1. Security and Issuer.
Brown-Forman Corporation
Class A Common Stock
850 Dixie Highway
Louisville, Kentucky 40210
Item 2. Identity and Background.
a) Name: Owsley Brown Frazier
b) Principal Business address: 850 Dixie Highway
Louisville, Kentucky 40210
c) Vice Chairman of the issuer, Brown-Forman Corporation.
d) Criminal Convictions: No criminal convictions in the last five years
(excluding traffic violations or similar misdemeanors).
e) Securities Proceedings: No judgments, decrees or final orders enjoining
further violations of, or prohibiting or mandating activities subject to
federal or state securities laws or findings any violations with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
N/A
Item 4. Purpose of Transaction.
N/A
Item 5. Interest in Securities of the Issuer.
The amount of shares beneficially owned by the undersigned as of December 31,
1998, is as follows:
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Aggregate Percent
Number of Class
(a) Beneficially Owned 12,145,340 41.9%
(b) Sole Voting Power 584,362
Shared by Voting Power 11,560,978
Sole Disposition Power 584,362
Shared Disposition Power 11,560,978
(c) With the exception of a December 7, 1998 gift of 1,176 shares of
Brown-Forman Corporation Class A stock, no transactions in Brown-Forman
Corporation Class A Common Stock of the issuer were effected by Owsley
Brown Frazier in the last sixty days.
(d) Other persons have the right to receive income from trusts holding
Brown-Forman Corporation Class A Common Stock, as to which stock the
undersigned has sole or shared voting power. The following person is
sole income beneficiary of one of these trusts which holds more than 5%
of the outstanding shares of such Class A Common Stock: Sarah S. Brown.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None.
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.
Date: February 10, 1999
/s/ Owsley Brown Frazier
Owsley Brown Frazier
