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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
GRAPHIC PACKAGING INTERNATIONAL CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
388690 10 9
(CUSIP Number)
Jill B.W. Sisson, Esq. Nick Nimmo, Esq.
General Counsel and Secretary Holme Roberts & Owen LLP
Graphic Packaging 1700 Lincoln Street
International Corporation Suite 4100
4455 Table Mountain Drive Denver, CO 80203
Golden, Colorado 80403 (303) 861-7000
(303) 215-2761
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 15, 2000**
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. / /
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
** This Amendment No. 5 is being filed to update Amendment No. 4.
<PAGE>
CUSIP Number: 388690 10 9
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
William K. Coors
2 Check the Appropriate Box if a Member of a Group
(a) / /
(b) / x /
3 SEC Use Only
4 Source of Funds
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 7 Sole Voting Power
Shares 143,898
Beneficially 8 Shared Voting Power
Owned by 1,726,652
Each Reporting 9 Sole Dispositive Power
Person With 143,898
10 Shared Dispositive Power
1,726,652
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,870,550 *
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
13 Percent of Class Represented by Amount in Row (11)
Approximately 6.4% *
14 Type of Reporting Person
IN
* Amounts beneficially owned and the percentage of ownership include the right
to acquire beneficial ownership within 60 days of 7,276 shares.
<PAGE>
CUSIP Number: 388690 10 9
1 Names of Reporting Persons (entities only)
I.R.S. Identification Nos. of Above Person
Peter H. Coors
2 Check the Appropriate Box if a Member of a Group
(a) / /
(b) / x /
3 SEC Use Only
4 Source of Funds
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 7 Sole Voting Power
Shares 9,074
Beneficially 8 Shared Voting Power
Owned by 1,726,652
Each Reporting 9 Sole Dispositive Power
Person With 9,074
10 Shared Dispositive Power
1,726,652
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,735,726
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
13 Percent of Class Represented by Amount in Row (11)
Approximately 5.9 %
14 Type of Reporting Person
IN
<PAGE>
CUSIP Number: 388690 10 9
1 Names of Reporting Persons (entities only)
I.R.S. Identification Nos. of Above Person
Joseph Coors, Jr.
2 Check the Appropriate Box if a Member of a Group
(a) / /
(b) / x /
3 SEC Use Only
4 Source of Funds
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 7 Sole Voting Power
Shares 43,771
Beneficially 8 Shared Voting Power
Owned by 1,726,652
Each Reporting 9 Sole Dispositive Power
Person With 43,771
10 Shared Dispositive Power
1,726,652
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,770,423 *
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
13 Percent of Class Represented by Amount in Row (11)
Approximately 6.0 % *
14 Type of Reporting Person
IN
* Amounts beneficially owned and the percentage of ownership include the right
to acquire beneficial ownership within 60 days of 651,832 shares.
<PAGE>
CUSIP Number: 388690 10 9
1 Names of Reporting Persons (entities only)
I.R.S. Identification Nos. of Above Person
Jeffrey H. Coors
2 Check the Appropriate Box if a Member of a Group
(a) / /
(b) / x /
3 SEC Use Only
4 Source of Funds
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 7 Sole Voting Power
Shares 1,625,589
Beneficially 8 Shared Voting Power
Owned by 1,726,652
Each Reporting 9 Sole Dispositive Power
Person With 1,625,589
10 Shared Dispositive Power
1,726,652
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,352,241 *
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
13 Percent of Class Represented by Amount in Row (11)
Approximately 11.4 % *
14 Type of Reporting Person
IN
* Amounts beneficially owned and the percentage of ownership include the right
to acquire beneficial ownership within 60 days of 1,443,628 shares and include
30,400 shares held by his spouse and son.
<PAGE>
CUSIP Number: 388690 10 9
1 Names of Reporting Persons (entities only)
I.R.S. Identification Nos. of Above Person
Adolph Coors, Jr. Trust
2 Check the Appropriate Box if a Member of a Group
(a) / /
(b) / x /
3 SEC Use Only
4 Source of Funds
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
Colorado
Number of 7 Sole Voting Power
Shares 2,800,000
Beneficially 8 Shared Voting Power
Owned by 0
Each Reporting 9 Sole Dispositive Power
Person With 2,800,000
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,800,000
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
13 Percent of Class Represented by Amount in Row (11)
Approximately 9.5 %
14 Type of Reporting Person
OO*
* The reporting person is a trust.
<PAGE>
CUSIP Number: 388690 10 9
1 Names of Reporting Persons (entities only)
I.R.S. Identification Nos. of Above Person
Grover C. Coors Trust
2 Check the Appropriate Box if a Member of a Group
(a) / /
(b) / x /
3 SEC Use Only
4 Source of Funds
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
Colorado
Number of 7 Sole Voting Power
Shares 52,212,016
Beneficially 8 Shared Voting Power
Owned by 0
Each Reporting 9 Sole Dispositive Power
Person With 52,212,016
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
52,212,016*
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
13 Percent of Class Represented by Amount in Row (11)
Approximately 66.0%
14 Type of Reporting Person
OO**
* Amounts beneficially owned and the percentage of ownership include the right
to acquire beneficial ownership within 60 days of 48,485,000 shares
** The reporting person is a trust.
<PAGE>
CUSIP Number: 388690 10 9
1 Names of Reporting Persons (entities only)
I.R.S. Identification Nos. of Above Person
May K. Coors Trust
2 Check the Appropriate Box if a Member of a Group
(a) / /
(b) / x /
3 SEC Use Only
4 Source of Funds
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
Colorado
Number of 7 Sole Voting Power
Shares 1,726,652
Beneficially 8 Shared Voting Power
Owned by 0
Each Reporting 9 Sole Dispositive Power
Person With 1,726,652
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,726,652
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
13 Percent of Class Represented by Amount in Row (11)
Approximately 5.9 %
14 Type of Reporting Person
OO*
* The reporting person is a trust.
<PAGE>
CUSIP Number: 388690 10 9
1 Names of Reporting Persons (entities only)
I.R.S. Identification Nos. of Above Person
Herman F. Coors Trust
2 Check the Appropriate Box if a Member of a Group
(a) / /
(b) / x /
3 SEC Use Only
4 Source of Funds
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
Colorado
Number of 7 Sole Voting Power
Shares 1,435,000
Beneficially 8 Shared Voting Power
Owned by 0
Each Reporting 9 Sole Dispositive Power
Person With 1,435,000
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,435,000
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
13 Percent of Class Represented by Amount in Row (11)
Approximately 5.0 %
14 Type of Reporting Person
OO*
* The reporting person is a trust.
<PAGE>
ITEM 1. Security and Issuer
Item 1 is amended by adding the following:
This Amendment No. 5 (this "Amendment") to the Schedule 13D, as amended by
Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 to such
Schedule 13D (collectively, the "Schedule 13D"), each previously filed with the
Securities Exchange Commission (the "SEC"), relates to common stock (the "Common
Stock") of Graphic Packaging International Corporation (the "Company") and is
being filed to disclose the acquisition by The Grover C. Coors Trust of Series B
Convertible Preferred Stock of the Company described more fully in Item 4 and
Item 6, below. All capitalized terms used but not otherwise defined herein have
the respective meanings ascribed to such terms in the Schedule 13D.
ITEM 2. Indentity and Background
The first paragraph of Item 2 is amended by deleting the reference
therein to Joseph Coors.
Item 2, subsection A (NATURAL PERSONS) is amended by deleting the
reference and information related to Joseph Coors therein.
ITEM 3. Source and Amount of Funds or Other Consideration
As more fully described in Items 4 and 6 hereto, on August 15, 2000, the Grover
C. Coors Trust purchased from the Company 1,000,000 shares of Series B
Convertible Preferred Stock of the Company. The purchase price paid by the
Grover C. Coors Trust for the preferred stock was $100,000,000 in cash. The
principal terms of the preferred stock are described under Item 6 below. The
purchase price for the preferred stock was paid by the Grover C. Coors Trust
from the proceeds of a $100,000,000 loan received by the Grover C. Coors Trust
from Bank of America, N.A. The terms of loan provide that interest on the loan
is payable quarterly and all outstanding principal and all accrued and unpaid
interest is due and payable on August 14, 2005. The shares of preferred stock of
the Company acquired by the Grover C. Coors trust and other marketable
securities owned by the Grover C. Coors Trust were pledged as collateral to
secure the loan.
ITEM 4. Purpose of Transaction
The information previously furnished in response to this Item is amended
and restated in its entirety as follows:
On August 15, 2000, the Company issued 1,000,000 shares of Series B
Convertible Preferred Stock at $100 per share (the "preferred stock") to the
Grover C. Coors Trust. The preferred stock has a 10% per annum cumulative
dividend and is currently convertible into 48,485,000 shares of the Company's
Common Stock, or approximately 66% of the outstanding Common Stock. Upon certain
defaults in the payment of dividends, the holder of the preferred stock has the
right to elect a majority of the board of directors.
<PAGE>
The purpose of the transaction is for the Grover C. Coors Trust to acquire
additional securities of the Company for investment purposes and for the Company
to gain additional working capital.
Except as set forth in the immediately preceding paragraphs of this Item 4,
none of the Filing Persons nor J. Brad Coors, Melissa Eton Coors and John K.
Coors has any present plan or proposal that relates to or would result in: (a)
the acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present board of directors of the Company or
management of the Company; (e) any material change in the present capitalization
or dividend policy of the Company; (f) any material change in the Company's
business or corporate structure; (g) any change in the Company's certificate of
incorporation or bylaws, or other action which may impede the acquisition of
control of the Company by any person; (h) causing a class of securities of the
Company to be delisted from a national securities exchange; (i) a class of
equity securities of the company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar
to any of the foregoing.
ITEM 5. Interest in Securities of the Issuer
The information previously furnished in response to this Item is amended
and restated in its entirety as follows:
As of August 11, 2000, there were 29,456,939 shares of Common Stock
outstanding.
<TABLE>
<CAPTION>
William K. Coors
<S> <C> <C>
(a) Amount beneficially owned: 1,870,550
(b) Percent of class: Approximately 6.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 143,893
(ii) Shared power to vote or to direct the vote: 1,726,652
(iii) Sole power to dispose or to direct the disposition of: 143,893
(iv) Shared power to dispose or to direct the disposition of: 1,726,652
</TABLE>
Amounts beneficially owned and the percentage of ownership include the right to
acquire beneficial ownership within 60 days of 7,276 shares.
Peter H. Coors
<TABLE>
<CAPTION>
<S> <C> <C>
(a) Amount beneficially owned: 1,735,726
(b) Percent of class: Approximately 5.9%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 9,074
(ii) Shared power to vote or to direct the vote: 1,726,652
(iii) Sole power to dispose or to direct the disposition of: 9,074
(iv) Shared power to dispose or to direct the disposition of: 1,726,652
<PAGE>
Joseph Coors, Jr.
(a) Amount beneficially owned: 1,770,423
(b) Percent of class: Approximately 6.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 43,771
(ii) Shared power to vote or to direct the vote: 1,726,652
(iii) Sole power to dispose or to direct the disposition of: 43,771
(iv) Shared power to dispose or to direct the disposition of: 1,726,652
Jeffrey H. Coors
(a) Amount beneficially owned: 3,352,241
(b) Percent of class: Approximately 11.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,625,589
(ii) Shared power to vote or to direct the vote: 1,726,652
(iii) Sole power to dispose or to direct the disposition of: 1,625,589
(iv) Shared power to dispose or to direct the disposition of: 1,726,652
</TABLE>
Amounts beneficially owned and the percentage of ownership include the right to
acquire beneficial ownership within 60 days of 1,443,628 shares. Also includes
30,400 indirect by spouse and son.
<TABLE>
<CAPTION>
Adolph Coors, Jr. Trust
<S> <C> <C>
(a) Amount beneficially owned: 2,800,000
(b) Percent of class: Approximately 9.5%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 2,800,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,800,000
(iv) Shared power to dispose or to direct the disposition of: 0
Grover C. Coors Trust
(a) Amount beneficially owned: 52,212,016
(b) Percent of class: Approximately 66.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 52,212,016
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 52,212,016
(iv) Shared power to dispose or to direct the disposition of: 0
Amounts beneficially owned and the percentage of ownership include the right to
acquire beneficial ownership within 60 days of 48,485,000 shares.
<PAGE>
May K. Coors Trust
(a) Amount beneficially owned: 1,726,652
(b) Percent of class: Approximately 5.9%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,726,652
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,726,652
(iv) Shared power to dispose or to direct the disposition of: 0
Herman F. Coors Trust
(a) Amount beneficially owned: 1,435,000
(b) Percent of class: Approximately 5.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,435,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,435,000
(iv) Shared power to dispose or to direct the disposition of: 0
John K. Coors
(a) Amount beneficially owned: 39,558
(b) Percent of class: Approximately 0.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 39,558
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 39,558
(iv) Shared power to dispose or to direct the disposition of: 0
</TABLE>
<TABLE>
<CAPTION>
J. Brad Coors
<S> <C> <C>
(a) Amount beneficially owned: 1,000
(b) Percent of class: Approximately 0.003%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,000
(iv) Shared power to dispose or to direct the disposition of: 0
Melissa Eton Coors
(a) Amount beneficially owned:
(b) Percent of class: Approximately 0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
</TABLE>
None of the Filing Persons nor J. Brad Coors, Melissa Eton Coors and John K.
Coors have effected any transaction in the Common Stock during the last 60 days.
<PAGE>
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The response to Items 3, 4 and 5 of this Statement are incorporated herein
by reference.
The Grover C. Coors Trust and the Company have entered into the following
agreements with respect to the securities of the Company:
Preferred Stock Purchase Agreement
The Company and the Grover C. Coors Trust entered into a Preferred Stock
Purchase Agreement, dated August 15, 2000, attached hereto as Exhibit 99.2,
pursuant to which the Grover C. Coors Trust acquired 1,000,000 shares of the
Company's preferred stock. The Preferred Stock Purchase Agreement provides
certain rights to the Grover C. Coors Trust, as the holder of the preferred
stock, as described in "Terms of the Preferred Stock" below.
Terms of Preferred Stock
The following is a summary of certain terms of the preferred stock and is
qualified in its entirety by the Preferred Stock Purchase Agreement and by the
Statement of Designations, attached hereto as Exhibit 99.4:
Ranking. The preferred stock ranks senior to the Common Stock and to all
classes or series of stock to the extent that they rank junior to the preferred
stock as to dividend rights, redemption rights or liquidation rights.
Liquidation Preference. The preferred stock has a liquidation preference of
$100 per share (the "Stated Value"), plus all accrued and unpaid dividends (the
"Liquidation Preference").
Dividends. Holders of preferred stock are entitled to receive quarterly
dividends at an annual rate per share of 10% of the Liquidation Preference of
such share from and including August 15, 2000 (the "Issue Date"). However, for
so long as the Liquidation Preference per share is equal to the Stated Value per
share, the amount of dividend payable per share will be $2.50 for each full
quarterly dividend period.
Redemption. The preferred stock is not redeemable prior to the fifth
anniversary of the Issue Date. Subject to certain limitations set forth in the
Preferred Stock Purchase Agreement, after the fifth anniversary of the Issue
Date, the preferred stock is redeemable, in whole or in part, at the option of
the Company on at least 20 but no more than 60 days notice to the holders of
preferred stock during the 12-month periods commencing on the anniversary of the
Issue Date in each of the following years, at the following prices per share,
plus in each case, all accrued and unpaid dividends: 2005, $105; 2006, $104;
2007, $103; 2008, $102; 2009, $101; and 2010 and thereafter, $100.
Conversion Rights. Unless previously redeemed, shares of the preferred
stock may, at the option of the holder, be converted, in whole or in part, into
fully paid and nonassessable shares of Common Stock at any time and from time to
time prior to the date of redemption. The conversion rate is currently 48.485
shares of Common Stock for each share of preferred stock (the "Conversion
Rate"). The Conversion Rate will be adjusted if the Company (i) pays a dividend
or makes a distribution on the Common Stock, (ii) subdivides the outstanding
shares of Common Stock into a greater number of shares, (iii) combines the
outstanding shares of Common Stock into a smaller number of shares, (iv) pays a
dividend or makes a distribution on the Common Stock in shares of its capital
stock, (v) issues by reclassification of its shares of Common Stock any shares
of its capital stock or (vi) issues Common Stock at a price less than 80% of the
current market price.
<PAGE>
Put Rights. From and after the tenth anniversary of the Issue Date until
such time as Coors has agreed to register with the SEC a sufficient amount Coors
Class B Common Stock to repay, on an after-tax basis, all of the indebtedness
incurred by the Grover C. Coors Trust in connection with the purchase of the
preferred stock, or until such time as such indebtedness has otherwise been paid
in full, the holder of the preferred stock has to the right to require the
Company to repurchase some or all of the preferred stock for an amount per share
equal to the Liquidation Preference.
Voting Rights. Each share of preferred stock is entitled to a number of
votes equal to one vote for each two whole shares of Common Stock into which
such share of preferred stock is convertible. The holders of preferred stock
shall vote together with the holders of Common Stock as a single class, except
that the holders of preferred stock are not permitted to vote on the election of
directors until after the expiration or earlier termination of the waiting
period in connection with the pre-merger notification under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976. In addition, the holders of
preferred stock will vote separately as a single class on any merger or
consolidation of the Company, the sale of all or substantially all of the
Company's assets or the dissolution or liquidation of the Company.
Registration Rights Agreement
The Company has also entered into a Registration Rights
Agreement, attached hereto as Exhibit 99.3, in connection with the issuance of
the preferred stock. The Registration Rights Agreement gives the holder of the
preferred stock the right to demand registration under the Securities Act of
1933, as amended (the "Act"), of the Common Stock into which the preferred stock
is convertible at any time upon written notice to the Company. The Company is
obligated to use its best efforts to complete the registration of the Common
Stock so requested within 90 days of the request by the holder, subject to
certain exceptions. If the Company proposes to register any of its securities
under the Act, it must give the holder of the preferred stock notice of such
proposal and cause to be registered under the Act all of the securities so
requested by such holder, subject to certain exceptions. The Company is required
to bear all of the expenses associated with a registration pursuant to the
Registration Rights Agreement, subject to certain limited exceptions. The
registration rights of the holder will terminate on the later of the tenth
anniversary of the Issue Date or the fifth anniversary of the conversion of all
outstanding shares of preferred stock into Common Stock.
ITEM 7. Material to Be Filed as Exhibits
Exhibits: 99.1. Statement of Filing Persons pursuant to
Rule 13d-1(k)(1)(iii)
99.2. Preferred Stock Purchase Agreement
99.3. Registration Rights Agreement
99.4. Statement of Designations
99.5. Power of Attorney for Jeffrey H. Coors. Incorporated by
reference from Amendment No. 4 to Schedule 13-D filed
August 7, 2000.
<PAGE>
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.
William K. Coors
/s/ William K. Coors August 15, 2000
----------------------------------------- ------------------
Date
Peter H. Coors
/s/ Peter H. Coors August 15, 2000
----------------------------------------------- ---------------
Date
Joseph Coors, Jr.
/s/ Joseph Coors, Jr. August 15, 2000
---------------------------------------------- ---------------
Date
Jeffrey H. Coors
/s/ * August 15, 2000
-------------------------------------------- ---------------
Date
<PAGE>
Adolph Coors, Jr. Trust
BY:
/s/ William K. Coors August 15, 2000
------------------------------------------ ---------------
William K. Coors Date
Trustee
Grover C. Coors Trust
BY:
/s/ William K. Coors August 15, 2000
------------------------------------------ ---------------
William K. Coors Date
Trustee
May K. Coors Trust
BY:
/s/ * August 15, 2000
------------------------------------------ ---------------
Jeffrey H. Coors Date
Trustee
Herman F. Coors Trust
BY:
/s/ Joseph Coors, Jr. August 15, 2000
------------------------------------------ ---------------
Joseph Coors, Jr. Date
Trustee
* By /s/ Jill B.W. Sisson
------------------------------------
Jill B.W. Sisson, Attorney in Fact
