SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number 0-20704
ACX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1208699
(State of incorporation) (I.R.S. Employer Identification No.)
16000 Table Mountain Parkway, Golden, Colorado 80403
(Address of principal executive offices) (Zip Code)
(303) 271-7000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
None
Name of each exchange on which registered
None
Securities registered pursuant to Section 12(g) of the Act:
$.01 par value Common Stock
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 24, 1997, there were 27,970,554 shares of common
stock outstanding. The aggregate market value of such shares,
other than shares held by persons who may be deemed affiliates of
the Registrant, was $280,276,879.
DOCUMENTS INCORPORATED BY REFERENCE
Registrant's Proxy Statement filed in connection with the 1997
Annual Meeting of Shareholders is incorporated by reference into
Part III.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this
report:
(3) Exhibits:
Exhibit
Number Document Description
10.2 Supply Agreement between Graphic Packaging
Corporation and Coors Brewing Company, dated
January 1, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ACX TECHNOLOGIES, INC.
Date: November 11, 1997 By /s/ Jeffrey H. Coors
------------------------
Jeffrey H. Coors
President and Principal
Executive Officer
EXHIBIT 10.2
NOTE: CONFIDENTIAL TREATMENT HAS BEEN GRANTED BY THE SECURITIES
AND EXCHANGE COMMISSION FOR PORTIONS OF THIS EXHIBIT
SUPPLY AGREEMENT
This Supply Agreement (this "Agreement") is made effective as of
the 1st day of January 1997 by and between Coors Brewing Company
("COORS"), a Colorado corporation with its principal place of
business in Golden, Colorado, and Graphic Packaging Corporation
("GPC"), a Delaware corporation with its principal place of
business in Wayne, Pennsylvania.
Upon execution of this Agreement by representatives of both
parties, this Agreement shall supersede and replace the Supply
Agreement between the parties dated December 28, 1992.
1.0 PURPOSE
The purpose of this Agreement is to set forth the terms and
conditions under which GPC will provide to COORS those
paperboard and paper label and film label packaging
products: (i) listed on Schedule A, and (ii), provided the
parties agree upon pricing for such, for new brands to be
packaged in the COORS Plants (as hereinafter defined) and
for brand extensions of those COORS' brands currently being
labeled with, or packaged in, products listed on Schedule A
, such products described in clauses (i) and (ii) being
collectively referred to herein as "Products". Upon any
paperboard, paper label or film label packaging product
becoming a "Product" in accordance with clause (ii) of the
prior sentence, Schedule A shall be automatically amended
thereafter to include such Product. Notwithstanding any
provision to the contrary, COORS agrees that, in the event
the parties cannot agree as to pricing of a paperboard,
paper label or film label packaging product in accordance
with clause (ii) of the first sentence of this Section 1.0,
COORS shall not enter into an agreement with a third party
to supply any such product at a price greater than the
lowest price proposed by GPC to COORS for such product
without GPC first having the opportunity to supply such
product at such greater price.
2.0 TERM
This Agreement shall commence on January 1, 1997 and shall
continue in effect through December 31, 1999 (the "Initial
Term"). No later than twenty-four months prior to the
expiration of the Term (as hereinafter defined), the parties
may agree to extend the remaining term of this Agreement for
an additional one year term on terms and conditions mutually
acceptable to the parties (including COORS' satisfaction
that GPC has made adequate progress toward competitive
pricing), each such additional one-year term being a
"Renewal Term" and all Renewal Terms together with the
Initial Term being referred to jointly as the "Term". So
long as the parties are under common control, the annual
decision of the parties, whether or not to extend the term
by one year, shall be presented to the board of directors of
each party for ratification no later than December 31 of
each year (unless an election not to extend has been made by
a party and ratified by the board of directors of such party
in accordance with this Section 2.0 prior to such time), and
shall not be effective unless (a) in the event of an
election to extend the Term, such election has been ratified
by the boards of directors of both parties hereto or (b) in
the event of an election not to extend the Term, such
election has been ratified by the board of directors of the
party electing to not extend the Term.
3.0 QUANTITY AND OPPORTUNITY TO SUPPLY
3.1 During the Term and except as otherwise provided, COORS
agrees to purchase and GPC agrees to supply 100% of
COORS requirements, as such requirements may exist from
time to time, for Products at its three current
locations: Golden, Colorado ("COORS-Golden"), Memphis,
Tennessee ("COORS-Memphis") and Elkton, Virginia
("COORS-Shenandoah" and, together with COORS-Golden and
COORS-Memphis, the "COORS Plants"). COORS makes no
representation as to volume requirements for any
Product hereunder.
3.2 During the Term, COORS shall provide GPC with a bona
fide right to compete for all opportunities to supply
paperboard and paper label and film label packaging
products that are: (i) not Products or (ii) related to
the acquisition or construction of new brewing and
beverage production facilities by COORS, the contract
brewing of beverages by COORS or the outsourcing to any
third party by means of contract or license of any
brewing or packaging by COORS; provided, however, that
COORS shall be excused from the foregoing if by doing
so, COORS reasonably believes that it may violate
commitments to third parties: (a) existing on the date
hereof, (b) existing at a brewing or beverage
production facility as of the date COORS acquires such
brewing or beverage production facilities, or (c)
existing with such contract brewer or such third party
as of the date COORS enters into such contract or
license. If COORS selects GPC to supply paperboard and
paper label and film label packaging products pursuant
to this paragraph, then such products shall become
Products hereunder.
4.0 CONSIDERATION
4.1 In consideration for GPC's ongoing performance of its
obligations pursuant to the terms and provisions set
forth herein, COORS hereby agrees to pay GPC on an
ongoing basis for the supply of Products in accordance
with the pricing schedule set forth on Schedule B
hereto, incorporated herein by reference (such pricing
schedule, as amended from time to time in accordance
with the provisions of this Agreement, being the
"Pricing Schedule").
4.2 All invoices for products supplied by GPC to COORS
pursuant to this Agreement shall be mailed to:
Coors Brewing Company
Accounts Payable Department
P.O. Box 889
Golden, CO 80402
Payment terms hereunder shall be *** for invoices
issued on the 9th day through the 23rd day of any month
that are paid on or before the 30th day of such month
(or the last calendar day of such month, if shorter) and
invoices issued on the 24th day of any month through the
8th day of the subsequent month that are paid on or
before the 15th day of such subsequent month. GPC shall
mail invoices within 3 days of shipment for items
other than those set forth on the Pricing Schedule for
which the payment terms shall be that invoices issued on
any day of a calendar month shall be paid as billed (without
discount) on or before the 15th day of the subsequent
month. Amounts due and owing by COORS and not paid in
accordance with the payment terms herein shall accrue
interest at a rate of ***. Invoices not billed by GPC
within 60 days of GPC shipment or performance of
services shall give COORS the right to not pay such
invoices as provided in Section 5.6.
4.3 Except with respect to *** as provided for pursuant to
Section 4.4, GPC shall be responsible for and ***
during the Initial Term; provided, however, that with
respect to any Renewal Term, GPC and COORS shall have
the right to negotiate amendments to ***.
4.4 *** of the label paper, paperboard, film, inks and
resins used in the production of the Products *** and
the Pricing Schedule shall be adjusted accordingly.
*** adjustments will be made January 1 and July 1 of
each year provided that COORS receives written *** no
later than forty-five days prior to the above review
dates.
4.5 ***
4.6 GPC and COORS have agreed that GPC's loss, prior to the
effective date of this Agreement, of approximately ***
worth of COORS' Slide-12 bottle sleeve purchases has
resulted in *** of GPC overhead that is not being absorbed
by COORS' purchases of Products. To assist *** and
except as otherwise provided, *** by January 30 following
the end of each calendar year of the Initial Term ***:
***
4.7 GPC and COORS shall initiate a joint benchmarking
process to identify GPC's competitiveness. The
benchmarking process shall take into account the
present single source supply reality of GPC's patented
and proprietary processes, the quality and service
expectations demanded by COORS to supply packaging and
labels, the prices of Products, technological advances
by GPC's competitors which may fulfill COORS packaging
needs, and other relevant factors. GPC and COORS each
agree to use its best efforts to mutually establish the
full parameters of the benchmarking process on an
annual basis and to commence the benchmarking process
so established with the objective of creating an annual
benchmark report by the first business day of July of
each year of the Term.
4.8 COORS shall reimburse GPC for the reasonable costs
incurred by GPC for raw materials acquired by GPC for
the purpose of fulfilling the obligations of GPC
hereunder in the event that, as a result of changes by
COORS in specifications or artwork, such materials are
rendered obsolete. Obsolete raw material shall be
valued at its original price. The determination of any
amounts to be reimbursed pursuant to this Section 4.8
and the payment thereof shall be completed within
3 months of such materials being rendered obsolete. In
no event shall the amount of reimbursement for such raw
materials exceed the corresponding finished goods
inventory authorized by COORS.
4.9 The parties acknowledge that completing an order for
any Products of non-promotional sustaining copy will be
controlled by the minimum/maximum inventory provisions
of Paragraph 5.4. Promotional material requirements
and new artwork conversions will be negotiated on a
case-by-case basis. Both parties will do everything
possible to reach a fair and reasonable range for over
or under the targeted run quantity. COORS will use its
best commercial efforts to provide GPC a promotional
volume requirement form two weeks prior to the print
date; provided however, that COORS initiated changes
within such two-week period may be subject to
additional charges to COORS in accordance with Section
4.10.
4.10 The parties acknowledge that under certain conditions
additional shipping, production or other charges
related to the Products and not otherwise set forth on
the Pricing Schedule will be incurred subject to COORS
prior approval and will subsequently be invoiced to
COORS. Certain of such additional charges are set
forth on the "pricing extras" schedule set forth on
Schedule C hereto, incorporated herein by reference
(such pricing extras schedule, as amended from time to
time in accordance with the provisions of this
Agreement, being the "Pricing Extras Schedule"). The
Pricing Extras Schedule shall be subject to good faith
renegotiation prior to January 1 of each year to take
effect in such new year; provided, however, that the
prices set forth in the Pricing Extras Schedule may not
be changed or amended during the course of any calendar
year. Items not covered in the Pricing Extras Schedule
may be covered in a purchase order separate from this
Agreement if requested by either COORS or GPC.
5.0 DUTIES OF GPC
5.1 GPC shall supply the Products in accordance with the
orders of a COORS Plant Services Designated
Representative (as defined in Section 8.2), provided
that sufficient time for production and delivery is
given. If the lead time for any order by COORS is less
than allowed for in Schedule D hereto, GPC shall inform
a COORS Plant Services Designated Representative within
24 hours as to whether or not the delivery can be met.
GPC will use it best commercial efforts to give
requests and orders by COORS top priority and to
fulfill the timetable requested by COORS regardless of
whether any such request or order allows for normal
lead times.
5.2 A GPC Designated Representative (as defined in Section
8.3) and a representative from each supplying plant of
GPC shall meet weekly with a COORS Packaging Purchasing
Designated Representative (as defined in Section 8.1)
for the purpose of reviewing GPC and COORS inventories
and current and forecasted requirements of COORS. GPC
shall deliver to a COORS Packaging Purchasing
Designated Representative prior to 8:00a.m. (MST) each
Tuesday a perpetual inventory, accurate as of the prior
Sunday, which shall consist of finished goods, in
transit and work-in-process for all Products at all GPC
locations.
5.3 All Products shall be at a quality level which meets or
exceeds current material specifications of COORS as set
forth in writing and provided to GPC prior to the date
hereof (with respect to each Product, the "Material
Specifications"). Julian dates reflect current artwork
and are listed on the Artwork Table published by the
COORS Technical Documents Department, and GPC will be
required to sign off on all new and revised
specifications. GPC shall issue without delay and upon
request from a COORS Designated Representative (as
defined in Section 8.2) a returned goods authorization
(a "Returned Goods Authorization") with respect to any
Products supplied by GPC that do not meet or exceed the
Material Specifications, and such Products will be
returned to GPC if they do not meet or exceed the
Material Specifications, or if they do not run on the
COORS' lines for which they are intended following a
good faith effort by the parties to assign
responsibility and resolve those instances where it is
not readily apparent if the Products are within or out
of specification. A COORS Designated Representative
shall make a good-faith effort to obtain a Returned
Goods Authorization prior to returning any rejected
Products to GPC.
5.4 GPC shall maintain finished goods inventories of the
Products which will not go below two weeks or exceed 12
weeks based on the weekly requirement schedules
supplied by COORS. The requirements of COORS shall be
made available to GPC in accordance with procedures in
effect on the date hereof. Exceptions to the two-week
minimum, 12-week maximum finished goods inventory for
the Products shall be considered on a case-by-case
basis with the involvement of the affected brand
coordinated by the appropriate COORS Packaging
Purchasing Designated Representative who shall provide
approval in writing by means of a written release. GPC
must have inventory of finished product available to
COORS Plants within the time periods provided as
follows:
(a) if final production point is GPC-Boulder or
GPC-Golden, then: to COORS-Golden, 2 hours; to
COORS-Memphis, 72 hours; to COORS-Shenandoah, 96
hours, or
(b) if final production point is GPC-Lawrenceburg,
then: to to COORS-Golden, 48 hours; to COORS-
Memphis, 24 hours; to COORS-Shenandoah, 48 hours.
The parties agree that finished goods do not include
anything deemed to be work-in-process which includes,
but is not limited to, film and printed or laminated
roll stock.
5.5 GPC shall use its expertise to make recommendations
which will improve the Products from a quality,
runability or pricing standpoint. GPC shall present
all recommendations in the COORS' Technical Meeting or
Cost Savings Meeting, and if a conceptual document is
approved, testing will be conducted and Material
Specifications revised as required. Pricing
documentation shall be submitted to a COORS Packaging
Purchasing Designated Representative.
Savings identified from COORS' approved specification
changes to the Products, the manufacturing processes
used to make the Products, freight or any other
associated COORS' approved activities or materials
shall be passed on to COORS to the extent identified in
writing by GPC to COORS.
5.6 Within 60 days after the delivery of Products to COORS
or within 60 days after a project has been put "on
hold," GPC shall bill for all costs quoted or otherwise
incurred. Failure to bill within the 60 days shall
result in the right of COORS to refuse payment relating
to any goods supplied, work-in-progress or services
received for which payment is sought by such late
billing.
5.7 GPC shall pay for all cylinder and flexoplate
maintenance and for all GPC-initiated changes. GPC
shall pay for backup cylinders and flexoplates which
GPC determines are required. Subject to Section 6.5,
GPC shall be responsible for all backup cylinder re-
etch costs. As requested, GPC will provide a COORS
Packaging Purchasing Designated Representative with a
by-brand update of COORS-owned cylinders and
flexoplates. This update will be provided within one
week of any such request.
5.8 Written authorization to strip cylinders must be
obtained from a COORS Designated Representative. GPC
will be responsible for all costs associated with
unauthorized stripping of cylinders.
5.9 During the Term and for a period of three years
following expiration or termination of this Agreement,
GPC agrees to maintain its financial information in
accordance with generally accepted accounting
principles and practices consistently applied. GPC
shall grant to COORS, or to others designated by COORS,
reasonable access to specific accounting records,
invoices and records of payment with respect to a)
COORS inventories of finished goods held by GPC and b)
GPC's suppliers of raw materials and services
specifically used in Products.
6.0 DUTIES OF COORS BREWING COMPANY
6.1 For non-promotional Products, COORS shall use its best
commercial efforts to provide a firm two-week Products
requirement list and an additional ten-week Products
requirement forecast. COORS initiated changes within
such two-week period may be subject to additional
charges to COORS in accordance with Section 4.10.
6.2 COORS Designated Representatives shall release to GPC
in writing weekly shipment requirements of each COORS
Plant for the Products. The time parameters set forth
in any such release shall be consistent with the lead
times to be provided GPC in accordance with Schedule D
hereto or as otherwise agreed to among the parties.
Any changes to the weekly shipment requirements of
COORS subsequent to the release of such requirements to
GPC shall be made by a COORS Designated Representative.
COORS shall be responsible for any costs or expenses
incurred by GPC to revise any supply shipments
previously sent pursuant to the release of a COORS
Designated Representative; provided, however, that GPC
will use its best commercial efforts to keep any such
costs or expenses to a minimum.
6.3 With respect to any new Product or revision of an
existing Product, a COORS Designated Representative
shall provide GPC with the applicable Material
Specifications. Frozen artwork shall be given to GPC
through the COORS Company/Technical Documents, Quality
Assurance or Product Managers. Presentation of frozen
artwork shall be GPC's authorization to proceed.
All frozen artwork presented to GPC shall include three
Fiery thermal outputs, a digital tape/disk and a signed
checklist sheet.
6.4 COORS shall provide purchase orders to cover previously
approved cost estimate expenditures. These purchase
orders shall be required prior to GPC making any
production runs.
6.5 COORS shall be required to purchase all original
cylinders. As set forth in Section 5.7, backup
cylinders or cylinder sets and cylinder maintenance
costs, including re-etching of current artwork, shall
be the responsibility of GPC. COORS shall be
responsible for re-etch costs on original and backup
cylinders and flexoplates resulting from COORS-
initiated specification changes. If specification or
artwork changes require new cylinders or flexoplates,
COORS shall purchase these through GPC. All costs for
cylinders, flexoplates, etching and artwork preparation
shall be on a pass-through basis with no markup by GPC.
Appropriate backup will be attached to each GPC invoice
for cylinders, flexoplates, etching and artwork
preparation.
6.6 COORS shall pay for finished goods inventories run by
GPC at the request of COORS which are not released
within 12 weeks from the date they were produced.
These will be referred to as "Billed Not Shipped"
("BNS") inventory and will incur a $3.00 per pallet per
month warehousing charge.
6.7 COORS shall determine to ship or destroy obsolete or
BNS inventories within six months from date of
production. Exceptions must be negotiated on a case-by-
case basis; provided, however, storage beyond six
months will be $10.00 per pallet per month and may be
stored off site.
7.0 SHIPPING TERMS
Unless specified otherwise, all shipments made pursuant to
this Agreement shall be made under the terms "FOB shipping
point, freight prepaid." The shipping point for all
Products with a COORS-Golden or Rocky Mountain Bottle
Company destination shall be Boulder, Colorado, freight
collect. The shipping point for all Products, except bottle
labels and bottle carriers, with a COORS-Memphis or COORS-
Shenandoah destination shall be Lawrenceburg, Tennessee.
The shipping point for all bottle carriers and labels (until
such labels are shipped from GPC-Golden plant) shall be
Boulder, Colorado. Any premium freight shipments that are
to be charged to COORS shall have the prior approval of
COORS and COORS shall be responsible for any approved
incremental freight costs.
8.0 DESIGNATED REPRESENTATIVES
8.1 For purposes of this Agreement, any individual serving
in the capacity and at the address set forth below
shall be a "COORS Packaging Purchasing Designated
Representative:"
COORS-Golden
Primary: Purchasing Projects Manager - Packaging Materials
Coors Brewing Company
Mail Number BC335
Golden, CO 80401
Telephone: (303) 277-6537
Alternate: Buyer
Coors Brewing Company
Mail Number BC335
Golden, CO 80401
Telephone: (303) 277-5261 or 277-2888
Alternate: Packaging Purchasing Team Manager
Coors Brewing Company
Mail Number BC335
Golden, CO 80401
Telephone: (303) 277-5883
COORS-Shenandoah
Primary: Purchasing Manager
Coors Brewing Company - Shenandoah
P.O. Box 25
Route 4, Highway 340
Elkton, VA 22827
Telephone: (703) 289-8138
Alternate: Director-Logistics
Coors Brewing Company - Shenandoah
P.O. Box 25
Route 4, Highway 340
Elkton, VA 22827
Telephone: (703) 289-8227
COORS-Memphis
Primary: Purchasing Manager
Coors Brewing Company - Memphis
5151 East Raines Road
Mail Number M100
Memphis, TN 38118
Telephone: (901) 375-2024
Alternate: Finance Director
Telephone: (901) 375-2026
8.2 For purposes of this Agreement, any individual serving
in the capacity and at the address set forth below
shall be a "COORS Plant Services Designated
Representative" (who, together with each of the COORS
Packaging Purchasing Designated Representatives, shall
each be a "COORS Designated Representative"):
COORS-Golden
Primary: Packaging Supplies Analyst
Multi-Plant Scheduling Purchasing
Coors Brewing Company
Mail Number BC110
Golden, CO 80401
Telephone: (303) 277-2426
Alternate: Packaging Supplies Manager
Multi-Plant Scheduling Purchasing
Coors Brewing Company
Mail Number BC110
Golden, CO 80401
Telephone: (303) 277-3277
COORS-Shenandoah
Primary: Critical Materials Analyst
Coors Brewing Company - Shenandoah
P.O. Box 25
Route 4, Highway 340
Elkton, VA 22827
Telephone: (703) 289-8086
Alternate: Inventory Analyst
Coors Brewing Company - Shenandoah
P.O. Box 25
Route 4, Highway 340
Elkton, VA 22827
Telephone: (703) 289-8089
COORS-Memphis
Primary: Inventory Control Analyst
Coors Brewing Company - Memphis
5151 East Raines Road
Mail Number M100
Memphis, TN 38118
Telephone: (901) 375-2878
Alternate: Plant Services Supervisor
Coors Brewing Company - Memphis
5151 East Raines Road
Mail Number M100
Memphis, TN 38118
Telephone: (901) 375-2035
8.3 For purposes of this Agreement, any individual serving
in the capacity and at the address set forth below
shall be a "GPC Designated Representative:"
COORS-Golden
Primary: Account Representative
Graphic Packaging Corporation
350 Indiana Street, Suite 620
Golden, CO 80401
Telephone: (303) 271-0167
Alternate: Account Representative
Graphic Packaging Corporation
350 Indiana Street, Suite 620
Golden, CO 80401
Telephone: (303) 271-0103
Alternate: Graphic Packaging Corporation - Boulder, CO
3825 Walnut Street
Boulder, CO 80403
Telephone: (303) 444-4674
Graphic Packaging Corporation - Lawrenceburg, TN
2006 Liberty Avenue
Lawrenceburg, TN 38464
Telephone: (615) 762-6486
9.0 COMMITMENT TO RECYCLING
GPC understands that COORS places a high priority on being
able to have its packaging products be 100% recyclable and
for those same packaging products to be produced from as
high a percentage of post-consumer, recycled material as is
possible. GPC shall use its best commercial efforts,
including, but not limited to, committing research and
development funds, to the mutually beneficial effort to
finding sources and testing materials.
10.0 PERFORMANCE EVALUATION CRITERIA
A representative from each COORS Plant shall meet with
representatives from GPC at least once every three months
(or more frequently as the parties may agree from time to
time) for a performance review according to criteria and
format detailed in the Supplier Quality Management Program,
Coors Brewing Company, a copy of which has been supplied to
GPC prior to the date hereof.
11.0 INSPECTION
COORS may, at its option, inspect and test any Products
ordered hereunder at any time and place to the extent
practicable, including during the period of manufacturer and
prior to delivery. GPC agrees to permit reasonable access
to its facilities during normal business hours for such
inspections and test; provided, however, that COORS shall
not materially interfere with the operations of GPC during
the course of any such inspections or tests. All Products
shall be received subject to final inspection by COORS
within a commercially reasonable time. GPC must obtain
COORS' written consent prior to shipment if GPC desires
other inspection arrangements. The inspection, testing,
approval or acceptance by COORS of any Products provided
hereunder shall not relieve GPC of its obligations with
respect thereto.
12.0 EARLY TERMINATION
12.1 Notwithstanding any other provision of this Agreement,
either party may terminate this Agreement upon (a) a
breach of any term of this Agreement by the other party
if such breach is not cured or remedied in accordance
with Section 13.1; (b) the entry of a decree or order
by a court for relief in respect of the other party
under bankruptcy or similar laws or the appointment of
a custodian, receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of or for the
other party or any substantial part of its property; or
(c) the commencement by the other party of a voluntary
case under bankruptcy or similar laws, or the consent
or acquiescence by the other party to the filing of any
such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator (or other similar
official) of such other party or any substantial part
of its property, or the making by it of an assignment
for the benefit of creditors.
12.2 No termination of this Agreement shall relieve COORS
from paying amounts due for Products produced by GPC
prior to such termination to the extent such Products
are produced in accordance with the provisions hereof,
which amounts will become immediately due and payable
upon any termination of this Agreement.
13.0 BREACH AND CURE; EXCUSABLE DELAYS
13.1 In the event that any party believes the other party is
in breach of the terms hereof, it shall provide written
notice of such purported breach describing such breach
with particularity (in fact and in legal impact) and
the purported breaching party shall be granted 30 days
from its actual receipt of such notice to cure said
breach if it concurs that the acts or omissions
described in the notice do constitute breach, in which
case the breach shall be deemed to have never occurred.
If, pursuant to Section 22.0, it is determined that (a)
any action or inaction of the purported breaching party
in fact constitutes a breach of the terms hereof and
(b) such purported breaching party had bona fide
grounds to challenge the accusation of such breach,
then the breaching party shall have 15 days from the
date of such determination to cure said breach and if
so cured by the breaching party the breach shall be
deemed to have never occurred.
13.2 Upon written notice to the other party, COORS or GPC
may suspend performance hereunder in the event of war,
fire, labor difficulties, acts of God and other forces
which are beyond the control of the parties affected.
If the event causing the suspension of performance
causes GPC to be unable to supply packaging products
***, COORS may immediately pursue ***; provided, however,
that upon written request of GPC (to be supplied within
24 hours of notification pursuant to this Section 13.2)
whereby GPC undertakes *** COORS for the *** the prices
set forth on the Pricing Schedule (or otherwise used in
the ordinary course of dealings between COORS and GPC
immediately prior to such suspension) ***, COORS shall
not *** (it being understood that not less than 15 days
prior to the end of *** or any ***, GPC must reaffirm
such undertakings for any then subsequents 90 day period);
and further provided, however, that the rights and
obligations of GPC and COORS shall resume upon the later
to occur of i) GPC informing COORS that GPC is capable of
full performance hereunder and ii) the earliest opportunity
that *** (including the election of GPC ***. This Section
13.2 may be applied on a Product specific basis when
applicable. Notwithstanding anything to the contrary, COORS
shall have the right to *** with respect to any Product or
Products, effective on a date it shall designate, if after
180 days following its notice of suspension under this
Section 13.2, GPC has not informed COORS that GPC is
capable of full performance with respect to such Product
or Products hereunder.
14.0 WARRANTIES
14.1 TITLE
GPC warrants good title to all Products furnished to
COORS by GPC. This warranty of title shall continue
without limitation as to time. If any failure to
comply with this warranty appears at any time, GPC
shall defend the sale of the Products at issue against
all and every person or persons whomsoever and shall
indemnify and save COORS harmless from and against any
losses, damages, expenses and liabilities of every kind
arising out of such failure.
14.2 DESIGN
Where GPC, under this Agreement is to furnish, or is
responsible for, the design for any Products or for a
process, GPC guarantees that the same shall meet the
performance requirements specified therefor in this
Agreement.
14.3 GOODS
GPC warrants that all Products will be free from
defects in materials and workmanship, will conform to
applicable Material Specifications, will be
merchantable and will be fit for the purpose for which
they were made, advertised or intended. Unless
otherwise provided herein, GPC warrants all Products
for a period of six months from the date of production;
provided, however, that any warranty provided under
this Section 14.3 shall be based on, and adjudged
pursuant to, the Material Specifications applicable to
the Product in question at the time such Product was
produced. These warranties are in addition to all
other express or implied warranties required by law.
All warranties shall survive acceptance and payment and
shall run to COORS and its customers. COORS shall not
be required to obtain GPC's permission to return any
Products to GPC which are not in conformity with this
warranty; provided, however, that a COORS Designated
Representative shall make a good-faith effort to obtain
a Returned Goods Authorization prior to returning
non-conforming Products to GPC.
Products not manufactured or supplied in conformity to
COORS' Material Specifications may, at COORS' option:
(a) be retained at an equitable adjustment in price, or
(b) be returned for replacement, correction, credit or
refund. GPC shall not ship replacement Products or
repaired Products to COORS unless expressly requested
and authorized by COORS. All returns, replacements and
corrections resulting from nonconforming Products
pursuant to this Section 14.3 shall be at GPC's
expense, including all labor, materials, repair
service, transportation and other necessary charges.
GPC assumes all risk of loss or damage to goods
returned by COORS while such goods are in transit.
15.0 INDEMNIFICATION
15.1 GPC shall, at its expense, hold harmless and defend
COORS against any claim or action for the infringement
of any patent, copyright or trademark by GPC and shall
indemnify COORS against all damages, costs and expenses
arising from such alleged infringement by reason of the
manufacture, sale or the use of the Products. COORS
agrees to give GPC prompt notice in writing of any such
claim or action for infringement and full opportunity
to conduct the defense thereof. Upon such notice GPC
shall, at its expense, either procure for COORS the
right to continue using the Products, replace same with
noninfringing goods, or modify same so they become
noninfringing. Said replacement or modification shall
be acceptable to COORS. At COORS' election, GPC shall
remove the Products and refund the purchase price,
including transportation costs thereof.
15.2 COORS shall, at its expense, hold harmless and defend
GPC against any claim or action for the infringement of
any copyright or trademark of COORS incorporated or
otherwise used in the artwork or other Material
Specifications to be conformed with or reproduced by
GPC in the production of any Product and shall
indemnify and hold harmless GPC against all damages,
costs and expenses arising from such alleged
infringement by reason of the manufacture, supply, sale
or use of any Product. GPC agrees to give COORS prompt
notice in writing of any such claim or action for
infringement and full opportunity to conduct the
defense thereof. Upon such notice, COORS shall, at its
expense, either procure for GPC the right to continue
to produce the Products using the artwork or applying
the Material Specifications in question or instruct GPC
to modify such artwork or Material Specifications so as
to cause the applicable Products to become
noninfringing. The cost of any modification to a
Product in accordance with this Section 15.2, both at
the time of such modification and going forward to the
extent there are ongoing costs, shall be at the sole
expense of COORS or may be otherwise rejected by GPC.
16.0 COMPLIANCE
16.1 GPC warrants that the facilities used and processes
employed in the manufacture and delivery of the
Products provided hereunder comply with all applicable
federal, state, local or agency laws or regulations.
GPC agrees to indemnify and hold COORS harmless for any
expenses, including legal fees and fines, resulting
from GPC failure to comply with said laws or
regulations.
16.2 COORS warrants that all artwork and Material
Specifications with respect to each Product complies
with all applicable federal, state, local or agency
laws or regulations. COORS agrees to indemnify and
hold GPC harmless for any expenses, including legal
fees and fines, resulting from the failure of such
artwork or Material Specifications to comply with such
laws or regulations.
17.0 EQUAL OPPORTUNITY
If this Agreement is subject to the regulations of the Office
of Federal Contract Compliance Programs and Executive
Orders 11246 and 11758 as amended, the Equal Opportunity
Regulations at 41 CFR Subsection 601.4 and Affirmative Action
Regulations at 41 CFR Subsections 250.4 and 741.4 are
incorporated herein by reference, and GPC shall comply with
all the requirements of these regulations in performing
hereunder.
18.0 ASSIGNMENT
Except in the case of a merger, consolidation or sale of all
or substantially of the capital stock or assets of COORS or
GPC, neither COORS nor GPC shall have the right or power to
assign or subcontract its rights or obligations hereunder
without the express written consent of the other party Any
attempt to do so without such consent shall be null and void
and shall give the non-consenting party the right to cancel
and terminate this Agreement. In the event consent is
properly given, the provisions of this Agreement shall bind
and benefit the parties hereto and their representatives,
successors and assigns.
19.0 WAIVER
No waiver, amendment or modification of any of the
provisions of this Agreement shall be binding on COORS or
GPC unless evidenced by a written amendment duly signed by
COORS and GPC.
20.0 TAXES
All prices set forth on the Pricing Schedule and the Extras
Pricing Schedule are exclusive of taxes, which shall be
added to the cost of all Products supplied hereunder in
accordance with applicable federal, state and local tax
regulations and provisions.
21.0 GOVERNING LAW AND VENUE
This Agreement shall be deemed to have been made and
accepted in Jefferson County, Colorado, and the laws of the
State of Colorado shall govern this Agreement and any
interpretations or constructions thereof.
22.0 DISPUTES
Except as otherwise provided, any dispute, claim or
controversy arising out of or relating to this Agreement or
the breach, termination or validity thereof, including but
not limited to any disagreement or impasse regarding
negotiations over pricing adjustments or amounts due and
owing in accordance with Section 4.3, 4.4, 4.5, 4.6 or 4.10,
shall be resolved in accordance with the procedures set
forth in this Section 22.0. These procedures shall be the
sole and exclusive process for the resolution of any such
dispute.
If the parties are unable to resolve any disagreement or
dispute, either party may refer the matter to the Chief
Executive Officers (the "CEO") of the other party by giving
the other party written notice ("NOTICE"). Within 20 days
after delivery of NOTICE, the CEO of both parties shall meet
at a mutually acceptable time and place to exchange relevant
information and to attempt to resolve the dispute. if the
matter has not been resolved within 45 days after delivery
of NOTICE, or if the CEO fail to meet within 20 days after
delivery of NOTICE, either party may initiate mediation and,
if applicable, arbitration proceedings as set forth herein.
All negotiations pursuant to this clause are confidential
and shall be treated as compromise and settlement
negotiations for purposes of the Federal Rules of Evidence
and State Rules of Evidence.
In the event a dispute exists between COORS and GPC and the
respective CEOs are unable to resolve the dispute, the
parties agree to participate in a nonbinding mediation
procedure as follows:
A mediator will be selected by having counsel for each party
agree on a person to act as mediator. The parties' counsel
as well as the CEO's of each party and not more than two (2)
other participants from each party will appear before the
mediator at a time and place determined by the mediator, but
not more than sixty (60) days after delivery of NOTICE. The
fees of the mediator or other costs of mediation will be
shared equally by the parties.
Each party's counsel will have 45 minutes to present a
review of the issue and argument before the mediator. After
each counsel's presentation, the other counsel may present
specific counter-arguments not to exceed 10 minutes. The
45-minute and 10-minute periods will be exclusive of the
time required to answer questions from the mediator or
attendees.
After both presentations, the CEO may ask questions of the
other side. At the conclusion of both presentations and the
question periods, the CEO and their counsels will meet
together to try and resolve the dispute. The length of the
meeting will be as agreed between the parties. Either party
may abandon the procedure at the end of the presentations
and question periods if it feels it is not productive to go
further. This mediation procedure is not binding on either
party.
The duties of the mediator are to be sure that the above set-
out time periods are adhered to and to ask questions so as
to clarify the issues and understanding of the parties. The
mediator may also offer possible resolutions of the issue
but has no duty to do so.
After applying the mediation procedure set forth above, or if
either party refuses to take part in the mediation process,
the parties hereby agree to submit all controversies, claims
and mattes of difference that are unresolved to arbitration
in Denver, Colorado,, according to the rules and practices of
the American Arbitration Association from time to time in
force, except that insofar as such rules and practices are
unenforceable under or directly supplemented by the Colorado
Rules of Civil Procedure or any other provisions of Colorado
law then in force, such Colorado rules and provisions shall
govern. This submission and agreement to arbitrate shall be
specifically enforceable. Arbitration may proceed in the
absence of either party if notice of the proceedings has been
given to such party. The arbitrators are not empowered to
award damages in excess of compensatory damages, and each
party hereby irrevocably waives any damages in excess of
compensatory damages. The parties agree to abide by all
awards rendered in such proceedings. Such awards shall be
final and binding on all parties to the extent and in the
manner provided by the Colorado Rules of Civil Procedure.
All awards may be filed with the clerk of one or more courts,
state or federal, having jurisdiction over the party against
whom such award is rendered or such party's property, as a
basis of judgment and of the issuance of execution or its
collection.
23.0 AMENDMENTS
This Agreement may not be amended except in writing properly
executed by the parties hereto. Except as specifically
amended, this Agreement shall remain in full force and
effect.
24.0 RISK OF LOSS
GPC shall bear the risk of loss on rejected goods after
receipt of notice or rejection from COORS. If risk of loss
passes at the shipping point and if GPC fails to label, pack
or load the goods in an appropriate manner or to ship in the
manner directed by COORS, GPC shall reimburse COORS for any
loss, liability or claim resulting therefrom.
25.0 CONFIDENTIAL INFORMATION
25.1 Any specifications, drawings, business or technical
information that may be furnished or disclosed to
either party in conjunction with this Agreement or that
either party may be exposed to as a result of entering
the property of the other while acting or performing
pursuant to the terms of this Agreement shall be kept
confidential, shall not be used for other purposes and
shall be returned to the owner or originator thereof at
such party's request.
25.2 So long as this Agreement is in effect, without the
prior consent of the other party, which may be withheld
for any reason or no reason at the sole discretion of
that party, neither COORS nor GPC shall, nor shall
either of them permit their respective affiliates to,
issue or cause the publication of any press release or
other public statement or announcement of any nature
with respect to this Agreement (including the existence
hereof) or the transactions contemplated hereby except
as may be required by law or by obligations pursuant to
any listing agreement with a national securities
exchange. If either COORS or GPC is required by law or
obligation pursuant to any applicable listing agreement
to disclose any information with respect to this
Agreement or the transactions contemplated hereby, such
party shall provide the other party with prompt notice
of such required disclosure.
26.0 INSURANCE
Both parties shall purchase and maintain during the
performance of this Agreement at least the following types
of insurance and minimum coverages:
A) Comprehensive General Liability Insurance with a
combined single limit, including bodily injury and property
damage, of $1,000,000 per occurrence;
B) Automobile Liability Insurance with a combined single
limit, including bodily injury and property damage, of
$1,000,000 per occurrence;
C) Statutory Workers' Compensation and Occupational
Disease Disability Insurance;
D) Employers Liability Insurance with a limit of $500,000
per occurrence.
Notwithstanding the above requirements, either party may
self-insure item C above. In the event of any material
changes to either party's existing coverages, that party
shall furnish to the other party evidence of such insurance
coverage in the form of Certificates of Insurance, together
with evidence that the insurance carrier has assumed the
liability of the other party hereunder by way of contractual
liability coverage provided either under a properly executed
Assumption of Contractual Liability endorsement, a properly
executed Broad Form Liability endorsement, or by a
Certificate of Contractual Liability Insurance. All
Certificates of Insurance shall provide that the other party
shall be given at least 30 days written notice prior to any
material change, substitution or cancellation prior to the
stated expiration date. With regard to items A and B above,
all insurance policies shall be "occurrence" policies rather
than "claims-made" policies.
27.0 INDEPENDENT CONTRACTOR
The parties expressly understand and agree that GPC is
acting as an independent contractor unrelated to COORS or
its subsidiaires or affiliates. GPC shall be solely
responsible for the supervision, control and direction of
its employees, servants, agents, or subcontractors
performing work under this Agreement. GPC shall be
responsible for paying its employees, agents, servants, or
subcontractors; for witholding any and all required filing
and payments for income atxes, unemployment taxes and social
security taxes; and for all benefit payments and programs.
Nothing in this Agreement is intended to create a
relationship, express or implied, of employer/employee or
principal/agent or master/servant between COORS and GPC or
between COORS and any of GPC's employees, agents, servants,
or subcontractors. GPC shall not incur any expense or
obligation or make any representations or warranties to
third parties binding upon or in the name of COORS or any of
COORS' subsidiaries or affiliates.
In this section, COORS shall mean COORS and its subsidiaries
and affiliated companies and their respective officers,
agents, representatives and employees. GPC shall mean GPC
and its subsidiaries and affiliated companies and their
respective officers, agents, representatives and employees.
28.0 ENTIRE AGREEMENT
These terms and conditions, together with any other terms
stated in any Order Releases issued by COORS pursuant to
this Agreement and in any referenced attachments, constitute
the entire agreement and shall terminate and supersede all
prior oral or written agreements, including that certain
Blanket Supply Agreement dated December 22, 1992, between
COORS and GPC for this Transaction. GPC's acceptance of
orders from COORS is expressly conditioned on GPC's
acceptance of the terms and conditions stated herein. COORS
hereby notifies GPC of its objection to any additional or
different terms proposed by GPC in connection with this
Agreement.
29.0 COUNTERPARTS
This Agreement may be executed in counterparts, all of which
shall be considered one and the same agreement and shall
become effective when two or more counterparts have been
signed by both of the parties and delivered to the other
party.
30.0 HEADINGS
The headings contained in this Agreement are for reference
only and shall not affect in any way the meaning or
interpretation of this Agreement.
31.0 SEVERABILITY
Any provision of this Agreement which is invalid, illegal or
unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such
invalidity, illegality, or unenforceability, without
affecting in any way the remaining provisions hereof in such
jurisdiction or rendering that or any other provision of
this Agreement invalid, illegal or unenforceable in any
other jurisdiction.
[SIGNATURE PAGE FOLLOWS]
BY SIGNING BELOW, both parties hereto accept this Agreement.
COORS BREWING COMPANY GRAPHIC PACKAGING CORPORATION
By:/s/ W. Leo Kiely III By:/s/ David H. Hofmann
W. Leo Kiely III David H. Hofmann
Title: President & Chief Title: President & Chief
Operating Officer Executive Officer
Date: February 14, 1997 Date: February 14, 1997
*** Confidential portions omitted and filed separately with the
Securities and Exchange Commission.
SCHEDULE A
CAN PACKAGES - COMPOSIPAC
COORS ORIGINAL
6-PACK CAN WRAP - GOLDEN
12-PACK CAN SLEEVE - GOLDEN
18-PACK CAN SLEEVE - GOLDEN
24-PACK FLAT CAN SLEEVE - GOLDEN
24-PACK TWIN STACK CAN SLEEVE - GOLDEN
30-PACK TWIN STACK CAN SLEEVE - GOLDEN
24 T.S. DIVIDER - GOLDEN
30 T.S. DIVIDER - GOLDEN
COORS ORIGINAL I.S.
12-PACK CAN SLEEVE - MEMPHIS
COORS LEGEND
6-PACK CAN WRAP - GOLDEN
12-PACK CAN WRAP - GOLDEN
24-PACK CAN WRAP - GOLDEN
12 OZ. LNNR BOTTLE CARRIERS - GOLDEN
12 OZ. AUSTRALIA BOTTLE CARRIER - GOLDEN
12 OZ. AUSTRALIA BODY LABELS - GOLDEN
12 OZ. AUSTRALIA NECK LABELS - GOLDEN
COORS LIGHT
6-PACK CAN WRAP - GOLDEN/MEMPHIS/SHENANDOAH
12-PACK CAN SLEEVE - GOLDEN/MEMPHIS/SHENANDOAH
18-PACK CAN SLEEVE - GOLDEN/SHENANDOAH
24-PACK FLAT CAN SLEEVE - GOLDEN/MEMPHIS/SHENANDOAH
24-PACK TWIN STACK CAN SLEEVE - GOLDEN/SHENANDOAH
30-PACK TWIN STACK CAN SLEEVE - GOLDEN/SHENANDOAH
10 OZ. 12-PACK CAN SLEEVE - MEMPHIS
10 OZ. 24-PACK CAN SLEEVE - MEMPHIS
24 T.S. DIVIDER - GOLDEN/SHENANDOAH
30 T.S. DIVIDER - GOLDEN/SHENANDOAH
COORS LIGHT I.S.
12-PACK CAN SLEEVE - MEMPHIS
EXTRA GOLD
6-PACK CAN WRAP - GOLDEN
12-PACK CAN SLEEVE - GOLDEN
15-PACK CAN SLEEVE - GOLDEN
24-PACK FLAT CAN SLEEVE - GOLDEN
30-PACK TWIN STACK CAN SLEEVE - GOLDEN
30 T.S. DIVIDER - GOLDEN
CAN PACKAGES - COMPOSIPAC
KEYSTONE
6-PACK CAN WRAP - GOLDEN
12-PACK CAN SLEEVE - GOLDEN
24-PACK FLAT CAN SLEEVE - GOLDEN
KEYSTONE LIGHT
6-PACK CAN WRAP - GOLDEN
12-PACK CAN SLEEVE - GOLDEN
18-PACK CAN SLEEVE - GOLDEN/SHENANDOAH
24-PACK FLAT CAN SLEEVE - GOLDEN
30-PACK TWIN STACK CAN SLEEVE - GOLDEN
30 T.S. DIVIDER - GOLDEN
KEYSTONE ICE
6-PACK CAN WRAP - GOLDEN
12-PACK CAN SLEEVE - GOLDEN
24-PACK FLAT CAN SLEEVE - GOLDEN
KEYSTONE DRY
6-PACK CAN WRAP - GOLDEN
12-PACK CAN SLEEVE - GOLDEN
CUTTER
6-PACK CAN WRAP - MEMPHIS
12-PACK CAN SLEEVE - MEMPHIS
24-PACK FLAT CAN SLEEVE - MEMPHIS
KILLIAN RED
6-PACK CAN WRAP - GOLDEN/SHENANDOAH
ZIMA
6-PACK CAN WRAP - MEMPHIS
ZIMA BERRY
6-PACK CAN WRAP - MEMPHIS
ZIMA CITRUS
6-PACK CAN WRAP - MEMPHIS
ARTIC ICE
12-PACK CAN SLEEVE - GOLDEN
24-PACK FLAT CAN SLEEVE - GOLDEN
BOTTLE PACKAGES - NON-COMPOSIPAC
COORS ORIGINAL
CONVENIENCE BOTTLE CARRIER - GOLDEN
LNNR BOTTLE CARRIER - GOLDEN
16 OZ. 4-PACK BOTTLE CARRIER - GOLDEN
BASEBALL BAT BOTTLE CARRIER - GOLDEN
12 OZ. BODY LABELS - GOLDEN
12 OZ. NECK LABELS - GOLDEN
16 OZ. LABELS - GOLDEN
22/24 OZ. LABELS - MEMPHIS
32 OZ. LABELS - GOLDEN
40 OZ. LABELS - GOLDEN
W/M NECK LABELS - GOLDEN
COORS LIGHT
CONVENIENCE BOTTLE CARRIER - GOLDEN/MEMPHIS/SHENANDOAH
LNNR BOTTLE CARRIER - GOLDEN/MEMPHIS/SHENANDOAH
7 OZ. BOTTLE CARRIER - MEMPHIS
16 OZ. 4-PACK BOTTLE CARRIER - GOLDEN/MEMPHIS
BASEBALL BAT BOTTLE CARRIER - GOLDEN/MEMPHIS
12 OZ. BODY LABELS - GOLDEN/MEMPHIS/SHENANDOAH
12 OZ. NECK LABELS - GOLDEN/MEMPHIS/SHENANDOAH
7 OZ. LABELS - MEMPHIS
16 OZ. LABELS - GOLDEN/MEMPHIS
22/24 OZ. LABELS - MEMPHIS
32 OZ. LABELS - GOLDEN/MEMPHIS
40 OZ. LABELS - GOLDEN/MEMPHIS
W/M NECK LABELS - GOLDEN/MEMPHIS
EXTRA GOLD
CONVENIENCE BOTTLE CARRIER - GOLDEN
LNNR BOTTLE CARRIER - GOLDEN
12 OZ. BODY LABELS - GOLDEN
12 OZ. NECK LABELS - GOLDEN
32 OZ. LABELS - GOLDEN
40 OZ. LABELS - GOLDEN
W/M NECK LABELS - GOLDEN
KEYSTONE LIGHT
LNNR BOTTLE CARRIER - GOLDEN
12 OZ. BODY LABELS - GOLDEN
12 OZ. NECK LABELS - GOLDEN
32 OZ. LABELS - GOLDEN
BOTTLE PACKAGES - NON-COMPOSIPAC
CUTTER
LNNR BOTTLE CARRIER - MEMPHIS
12 OZ. BODY LABELS - MEMPHIS
12 OZ. NECK LABELS - MEMPHIS
KILLIAN RED
LNNR BOTTLE CARRIER - GOLDEN/SHENANDOAH
12 OZ. BODY LABELS - GOLDEN/SHENANDOAH
12 OZ. NECK LABELS - GOLDEN/SHENANDOAH
22/24 OZ. LABELS - MEMPHIS
KILLIAN BROWN
LNNR BOTTLE CARRIER - GOLDEN
12 OZ. BODY LABELS - GOLDEN
12 OZ. NECK LABELS - GOLDEN
KILLIAN HONEY
LNNR BOTTLE CARRIER - MEMPHIS
12 OZ. BODY LABELS - MEMPHIS
12 OZ. NECK LABELS - MEMPHIS
22/24 OZ. BODY LABELS - MEMPHIS
ZIMA
LNNR BOTTLE CARRIER - MEMPHIS
12 OZ. BODY LABELS - MEMPHIS
12 OZ. NECK LABELS - MEMPHIS
22/24 OZ. LABELS - MEMPHIS
8 OZ. 4-PACK BOTTLE CARRIER - MEMPHIS
8 OZ. BODY LABELS - MEMPHIS
8 OZ. NECK LABELS - MEMPHIS
12 OZ. JAPAN BODY LABELS - MEMPHIS
12 OZ. JAPAN NECK LABELS - MEMPHIS
ZIMA BERRY
LNNR BOTTLE CARRIER - MEMPHIS
12 OZ. BODY LABELS - MEMPHIS
12 OZ. NECK LABELS - MEMPHIS
ZIMA CITRUS
LNNR BOTTLE CARRIER - MEMPHIS
12 OZ. BODY LABELS - MEMPHIS
12 OZ. NECK LABELS - MEMPHIS
BOTTLE PACKAGES - NON-COMPOSIPAC
ARTIC ICE
LNNR BOTTLE CARRIER - GOLDEN
12 OZ. BODY LABELS - GOLDEN
12 OZ. NECK LABELS - GOLDEN
COORS DRY
LNNR BOTTLE CARRIER - GOLDEN
12 OZ. BODY LABELS - GOLDEN
12 OZ. NECK LABELS - GOLDEN
WINTERFEST
12 OZ. LNNR BOTTLE CARRIER - GOLDEN
12 OZ. BODY LABEL - GOLDEN
12 OZ. NECK LABEL - GOLDEN
HERMAN JOSEPHS
LNNR BOTTLE CARRIER - GOLDEN
12 OZ. BODY LABELS - GOLDEN
12 OZ. NECK LABELS - GOLDEN
22 OZ. BODY LABELS - GOLDEN
MEMPHIS BROWN
LNNR BOTTLE CARRIER - MEMPHIS
12 OZ. BODY LABELS - MEMPHIS
12 OZ. NECK LABELS- MEMPHIS
SCHEDULE B
COORS BREWING COMPANY
JANUARY 1997 PRICE LIST
1997 SALES PRICE BASE PRICING
PACKAGE PER THOUSAND RUN QUANTITY
6 - PACKS *** ***
LIGHT
ORIGINAL COORS
LEGEND
EXTRA GOLD
KEYSTONE
KEYSTONE LIGHT
KEYSTONE ICE
CUTTER
KILLIAN RED
ZIMA
12 - PACKS *** ***
LIGHT
LIGHT I/S
LIGHT 10 OZ.
ORIGINAL COORS
ORIGINAL COORS I/S
LEGEND
EXTRA GOLD
KEYSTONE
KEYSTONE LIGHT
KEYSTONE DRY
KEYSTONE ICE
CUTTER
ARTIC ICE
15 - PACKS *** ***
EXTRA GOLD
18 - PACKS *** ***
LIGHT
ORIGINAL COORS
KEYSTONE LIGHT
24 - PACKS FLAT *** ***
LIGHT
ORIGINAL COORS
LEGEND
EXTRA GOLD
KEYSTONE
KEYSTONE LIGHT
KEYSTONE ICE
CUTTER
ARTIC ICE
24 - PACKS TWIN-STACK *** ***
LIGHT
ORIGINAL COORS
DIVIDER - PLAIN
DIVIDER - WITH PRINTING
30 - PACKS *** ***
LIGHT
ORIGINAL COORS
EXTRA GOLD
KEYSTONE LIGHT
DIVIDER - PLAIN
12 OZ. LNNR BOTTLE CARRIERS *** ***
LIGHT
ORIGINAL COORS
LEGEND
EXTRA GOLD
COORS DRY
KEYSTONE LIGHT
CUTTER
KILLIAN RED
KILLIAN BROWN
KILLIAN HONEY
ZIMA
ZIMA CITRUS OR BERRY
ARTIC ICE
HERMAN JOSEPHS
MEMPHIS BROWN
WINTERFEST
BLANK
12 OZ. CONVENIENCE BOTTLE CARRIERS *** ***
LIGHT
ORIGINAL COORS
EXTRA GOLD
7 OZ. BOTTLE CARRIERS *** ***
LIGHT
8 OZ. 4 - PACK BOTTLE CARRIERS *** ***
ZIMA
16 OZ. 4 - PACK BOTTLE CARRIERS *** ***
LIGHT
ORIGINAL COORS
BASEBALL BAT BOTTLE CARRIERS *** ***
LIGHT
ORIGINAL COORS
12 OZ. BODY LABELS *** ***
LIGHT
ORIGINAL COORS
EXTRA GOLD
COORS DRY
KEYSTONE LIGHT
CUTTER
KILLIAN RED
KILLIAN BROWN
KILLIAN HONEY
ZIMA
ZIMA CITRUS OR BERRY
ARTIC ICE
HERMAN JOSEPHS
MEMPHIS BROWN
WINTERFEST
12 OZ. NECK LABELS *** ***
LIGHT
ORIGINAL COORS
EXTRA GOLD
COORS DRY
KEYSTONE LIGHT
CUTTER
KILLIAN RED
KILLIAN BROWN
KILLIAN HONEY
ZIMA
ZIMA CITRUS OR BERRY
ARTIC ICE
HERMAN JOSEPH
MEMPHIS BROWN
WINTERFEST
7 OZ. LABELS *** ***
LIGHT BODY
LIGHT NECK
8 OZ. LABEL *** ***
ZIMA BODY
16 OZ. BODY LABELS *** ***
LIGHT
ORIGINAL COORS
22 OZ. & 24 OZ. LABELS *** ***
LIGHT
ORIGINAL COORS
ZIMA BODY
ZIMA NECK
KILLIAN RED
HERMAN JOSEPHS
QUART BODY LABELS *** ***
LIGHT
ORIGINAL COORS
EXTRA GOLD
KEYSTONE LIGHT
40 OZ. BODY LABELS *** ***
LIGHT
ORIGINAL COORS
EXTRA GOLD
WIDEMOUTH NECK LABELS *** ***
LIGHT
ORIGINAL COORS
EXTRA GOLD
*** Confidential portions omitted and filed separately with the
Securities and Exchange Commission.
SCHEDULE C
PRICING EXTRAS
ITEM COST
Over-the-road freight versus ***
standard piggyback trailers.
***
Freight costs for cylinders. ***
Obsolete raw material. ***
Obsolete finished product. ***
Expedited artwork preparation and ***
proofing costs to meet the target
date.
BRIDGE RUNS/MAKE-READIES
Print runs below the base quantities listed on Schedule B may be
subject to Make-Ready charges in the following amount:
6 - Packs ***
12 - Packs
15 - Packs
18 - Packs
24 - Packs Flat
24 - Packs Twin Stack
30 - Packs Twin Stack
Bottle Cariers
Labels
***
MIX LOAD HANDLING FEES ***
*** Confidential portions omitted and filed separately with the
Securities and Exchange Commission.
SCHEDULE D
REQUIRED LEAD TIMES FOR PRODUCTION, SHIPPING OR CHANGES
EVENT NORMAL LEAD TIME REQUIRED
Delivery of finished goods GPC shall deliver finished
goods to COORS in accordance
with the time parameters set
forth in Section 5.4.
New Graphics with existing Straight-Line Graphics:
Product types and material (i.e., maintenance, promotional
specifications. (For snipe-primary or secondary)
purposes of providing
guidelines only. *** from receipt of COORS
Deviations from these frozen final art to GPC. ***
guidelines will be to print, finish and ship to
necessary from time to time COORS.
and will be negotiated on a
case-by- case basis.)
Process Graphics/Converted
Graphics:
*** from receipt of COORS
frozen final art to GPC.
(Three fiery thermal outputs
must accompany any digital
tapes along with transparencies
or color keys from reference.)
*** to print, finish and ship
to COORS.
Labels:
*** from receipt of COORS
frozen final art to GPC. ***
to print, finish and ship to
COORS.
Any changes or short lead times
will result in additional costs
to expedite delivery. GPC will
make best efforts to define
those additional costs prior to
final COORS decision.
Repeat orders on existing Availability is *** from
Products where COORS' receipt of order.
requirements exceed
inventory levels covered in
Section 5.4.
*** Confidential portions omitted and filed separately with the
Securities and Exchange Commission.
