Form 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Adolph Coors Company
(Exact name of registrant as specified in its charter)
Colorado 84-0178360
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
Golden, Colorado 80401
(Address of principal executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Class B Common Stock
(non-voting), no par New York Stock Exchange
value
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
Class B Common Stock (non-voting), no par value
The capital stock of Adolph Coors Company (the "Company" of
"Registrant") to be registered on the New York Stock Exchange, Inc.
(the "Exchange"), is the Registrant's Class B Common Stock with no par value.
Holders of Class B Common Stock have no voting rights except as required by
the Colorado Business Corporation Act and by the Company's Articles of
Incorporation. Dividends that may be declared on the Class B Common Stock will
be paid in an equal amount to the holder of each share. No pre-emptive rights
are conferred upon the holders of such stock, and there are no liquidation
or conversion rights. Nor are there any redemption or sinking fund
provisions, and there is no liability to further calls or to assessments by
the Registrant.
The nature of the Company's capital stock protects the Company from
an unwanted takeover. Only the Class A shares may vote on most matters,
including the election and removal of directors. On such matters, the Class A
and Class B shares vote as separate classes. All 1,260,000 shares of the
authorized Class A shares are held by a single long-term trust.
Special meetings may be called only by the Chairman, the President
(if a Board member) or the Board. A holder of 20% of all shares entitled to
vote on any issue may demand that the President or Secretary call a special
meeting.
Bylaws may be amended by 2/3 of the Board or by the holder of the
Class A Stock. The Board is not divided into classes.
Item 2. Exhibits
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
2. By Laws for Adolph Coors Company (Incorporated by reference to
Exhibit 3.2 to Form 10-K for fiscal year ended December 28,
1997)
3. Articles of Incorporation for Adolph Coors Company
(Incorporated by reference to Exhibit 3.1 to Form 10-K for fiscal
year ended December 30, 1990)
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Adolph Coors Company
By: ________________________________
Timothy V. Wolf
Title: Vice President
and Chief Financial Officer
Dated: 5 February 1999
