SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on March 20, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
GRAPHIC
PACKAGING HOLDING COMPANY
(Name of
Issuer)
Common Stock, par value of
$0.01 per share
(Title of
Class of Securities)
388 689
101
(CUSIP
Number)
Jeffrey
H. Coors, Peter H. Coors and John K. Coors, Co-Chairmen
Adolph
Coors Company LLC
2120
Carey Avenue, Suite 412
Cheyenne,
Wyoming 82001
with
a copy to
Thomas
N. Long, Secretary
Adolph
Coors Company LLC
2120
Carey Avenue, Suite 412,
Cheyenne,
Wyoming 82001
(307) 214-8552
|
||
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
|
March 10, 2008
|
||
(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 §§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 §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).
CUSIP
No.
|
388
689 101
|
NAMES
OF REPORTING PERSONS:
|
|
1
|
Adolph
Coors Company LLC
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions):
|
|
2
|
(a) ¨
|
(b) x
|
|
3
|
SEC
USE ONLY:
|
SOURCE
OF FUNDS (See Instructions):
|
|
4
|
00
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
|
5
|
¨
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
6
|
Wyoming,
USA
|
SOLE
VOTING POWER:
|
||
7
|
-0-
|
|
NUMBER
OF
|
SHARED
VOTING POWER:
|
|
SHARES
|
||
BENEFICIALLY
|
8
|
60,249,576
|
OWNED
BY
|
||
EACH
|
||
REPORTING
|
SOLE
DISPOSITIVE POWER:
|
|
PERSON
WITH
|
||
|
9
|
-0-
|
|
||
|
SHARED
DISPOSITIVE POWER:
|
|
10
|
60,249,576
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
11
|
60,249,576
|
(See
Items 3 and 5)
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See
Instructions):
|
|
12
|
¨
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
13
|
17.7%
(1)
|
TYPE
OF REPORTING PERSON (See Instructions):
|
|
14
|
00
(2)
|
_________________
(1)
|
Calculated
using the number in Item 11 divided by the number of outstanding shares
(340,425,441) of Issuer Common Stock (as defined herein) on March 10, 2008
based on information from the
Issuer.
|
(2)
|
The
Reporting Person is a Wyoming limited liability
company.
|
1
CUSIP
No.
|
388
689 101
|
NAMES
OF REPORTING PERSONS:
|
|
1
|
Adolph Coors, Jr. Trust
dated September 12, 1969
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions):
|
|
2
|
(a) ¨
|
(b) x
|
|
3
|
SEC
USE ONLY:
|
SOURCE
OF FUNDS (See Instructions):
|
|
4
|
00
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
|
5
|
¨
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
6
|
Wyoming,
USA
|
SOLE
VOTING POWER:
|
||
7
|
2,800,000
|
|
NUMBER
OF
|
SHARED
VOTING POWER:
|
|
SHARES
|
||
BENEFICIALLY
|
8
|
-0-
|
OWNED
BY
|
||
EACH
|
SOLE
DISPOSITIVE POWER:
|
|
PERSON
WITH
|
||
|
9
|
2,800,000
|
|
||
|
SHARED
DISPOSITIVE POWER:
|
|
10
|
-0-
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
11
|
2,800,000
|
(See
Items 3 and 5)
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See Instructions): | |
12
|
¨
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
13
|
Less
than 1% (1)
|
TYPE
OF REPORTING PERSON (See Instructions):
|
|
14
|
00
(2)
|
_________________
(1)
|
Calculated
using the number in Item 11 divided by the number of outstanding shares
(340,425,441) of Issuer Common Stock (as defined herein) on March 10, 2008
based on information from the
Issuer.
|
(2)
|
The
Reporting Person is a trust administered under the laws of the State of
Wyoming.
|
2
CUSIP
No.
|
388
689 101
|
NAMES
OF REPORTING PERSONS:
|
|
1
|
Augusta Coors Collbran
Trust dated July 5, 1946 (as further amended)
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions):
|
|
2
|
(a) ¨
|
(b) x
|
|
3
|
SEC
USE ONLY:
|
SOURCE
OF FUNDS (See Instructions):
|
|
4
|
00
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
|
5
|
¨
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
6
|
Wyoming,
USA
|
SOLE
VOTING POWER:
|
||
7
|
1,015,350
|
|
NUMBER
OF
|
SHARED
VOTING POWER:
|
|
SHARES
|
||
BENEFICIALLY
|
8
|
-0-
|
OWNED
BY
|
||
EACH
|
SOLE
DISPOSITIVE POWER:
|
|
PERSON
WITH
|
||
|
9
|
1,015,350
|
|
||
|
SHARED
DISPOSITIVE POWER:
|
|
10
|
-0-
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
11
|
1,015,350
|
(See
Items 3 and 5)
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See Instructions): | |
12
|
¨
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
13
|
Less
than 1% (1)
|
TYPE
OF REPORTING PERSON (See Instructions):
|
|
14
|
00
(2)
|
_________________
(1)
|
Calculated
using the number in Item 11 divided by the number of outstanding shares
(340,425,441) of Issuer Common Stock (as defined herein) on March 10, 2008
based on information from the
Issuer.
|
(2)
|
The
Reporting Person is a trust administered under the laws of the State of
Wyoming.
|
3
CUSIP
No.
|
388
689 101
|
NAMES
OF REPORTING PERSONS:
|
|
1
|
Bertha Coors Munroe Trust
B dated July 5, 1946 (as further amended)
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions):
|
|
2
|
(a) ¨
|
(b) x
|
|
3
|
SEC
USE ONLY:
|
SOURCE
OF FUNDS (See Instructions):
|
|
4
|
00
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
|
5
|
¨
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
6
|
Wyoming,
USA
|
SOLE
VOTING POWER:
|
||
7
|
1,140,490
|
|
NUMBER
OF
|
SHARED
VOTING POWER:
|
|
SHARES
|
||
BENEFICIALLY
|
8
|
-0-
|
OWNED
BY
|
||
EACH
|
SOLE
DISPOSITIVE POWER:
|
|
PERSON
WITH
|
||
|
9
|
1,140,490
|
|
||
|
SHARED
DISPOSITIVE POWER:
|
|
10
|
-0-
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
11
|
1,140,490
|
(See
Items 3 and 5)
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See Instructions): | |
12
|
¨
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
13
|
Less
than 1% (1)
|
TYPE
OF REPORTING PERSON (See Instructions):
|
|
14
|
00
(2)
|
_________________
(1)
|
Calculated
using the number in Item 11 divided by the number of outstanding shares
(340,425,441) of Issuer Common Stock (as defined herein) on March 10, 2008
based on information from the
Issuer.
|
(2)
|
The
Reporting Person is a trust administered under the laws of the State of
Wyoming.
|
4
CUSIP
No.
|
388
689 101
|
NAMES
OF REPORTING PERSONS:
|
|
1
|
Herman F. Coors Trust
dated July 5, 1946 (as further amended)
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions):
|
|
2
|
(a) ¨
|
(b) x
|
|
3
|
SEC
USE ONLY:
|
SOURCE
OF FUNDS (See Instructions):
|
|
4
|
00
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
|
5
|
¨
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
6
|
Wyoming,
USA
|
SOLE
VOTING POWER:
|
||
7
|
1,435,000
|
|
NUMBER
OF
|
SHARED
VOTING POWER:
|
|
SHARES
|
||
BENEFICIALLY
|
8
|
-0-
|
OWNED
BY
|
||
EACH
|
SOLE
DISPOSITIVE POWER:
|
|
PERSON
WITH
|
||
|
9
|
1,435,000
|
|
||
|
SHARED
DISPOSITIVE POWER:
|
|
10
|
-0-
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
11
|
1,435,000
|
(See
Items 3 and 5)
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See Instructions): | |
12
|
¨
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
13
|
Less
than 1% (1)
|
TYPE
OF REPORTING PERSON (See Instructions):
|
|
14
|
00
(2)
|
_________________
(1)
|
Calculated
using the number in Item 11 divided by the number of outstanding shares
(340,425,441) of Issuer Common Stock (as defined herein) on March 10, 2008
based on information from the
Issuer.
|
(2) The Reporting Person is a trust
administered under the laws of the State of Wyoming.
5
CUSIP
No.
|
388
689 101
|
NAMES
OF REPORTING PERSONS:
|
|
1
|
Louise Coors Porter
Trust dated July 5, 1946 (as further amended)
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions):
|
|
2
|
(a) ¨
|
(b) x
|
|
3
|
SEC
USE ONLY:
|
SOURCE
OF FUNDS (See Instructions):
|
|
4
|
00
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
|
5
|
¨
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
6
|
Wyoming,
USA
|
SOLE
VOTING POWER:
|
||
7
|
920,220
|
|
NUMBER
OF
|
SHARED
VOTING POWER:
|
|
SHARES
|
||
BENEFICIALLY
|
8
|
-0-
|
OWNED
BY
|
||
EACH
|
SOLE
DISPOSITIVE POWER:
|
|
PERSON
WITH
|
||
|
9
|
920,220
|
|
||
|
SHARED
DISPOSITIVE POWER:
|
|
10
|
-0-
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
11
|
920,220
|
(See
Items 3 and 5)
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See Instructions): | |
12
|
¨
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
13
|
Less
than 1% (1)
|
TYPE
OF REPORTING PERSON (See Instructions):
|
|
14
|
00
(2)
|
_________________
(1)
|
Calculated
using the number in Item 11 divided by the number of outstanding shares
(340,425,441) of Issuer Common Stock (as defined herein) on March 10, 2008
based on information from the
Issuer.
|
(2)
|
The
Reporting Person is a trust administered under the laws of the State of
Wyoming.
|
6
CUSIP
No.
|
388
689 101
|
NAMES
OF REPORTING PERSONS:
|
|
1
|
Grover C. Coors Trust
dated August 7, 1952
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions):
|
|
2
|
(a)
¨
|
(b)
x
|
|
3
|
SEC
USE ONLY:
|
SOURCE
OF FUNDS (See Instructions):
|
|
4
|
00
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
|
5
|
¨
|
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
6
|
Wyoming,
USA
|
SOLE
VOTING POWER:
|
||
7
|
51,211,864
|
|
NUMBER
OF
|
SHARED
VOTING POWER:
|
|
SHARES
|
||
BENEFICIALLY
|
8
|
-0-
|
OWNED
BY
|
||
EACH
|
SOLE
DISPOSITIVE POWER:
|
|
PERSON
WITH
|
||
|
9
|
51,211,864
|
|
||
|
SHARED
DISPOSITIVE POWER:
|
|
10
|
-0-
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
11
|
51,211,864
|
(See
Items 3 and 5)
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See Instructions): | |
12
|
¨
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
13
|
15.0%
(1)
|
TYPE
OF REPORTING PERSON (See Instructions):
|
|
14
|
00
(2)
|
_________________
(1)
|
Calculated
using the number in Item 11 divided by the number of outstanding shares
(340,425,441) of Issuer Common Stock (as defined herein) on March 10, 2008
based on information from the
Issuer.
|
(2)
|
The
Reporting Person is a trust administered under the laws of the State of
Wyoming.
|
7
CUSIP
No.
|
388
689 101
|
NAMES
OF REPORTING PERSONS:
|
|
1
|
May Kistler Coors Trust
dated September 24, 1965
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions):
|
|
2
|
(a) ¨
|
(b) x
|
|
3
|
SEC
USE ONLY:
|
SOURCE
OF FUNDS (See Instructions):
|
|
4
|
00
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
|
5
|
¨
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
6
|
Wyoming,
USA
|
SOLE
VOTING POWER:
|
||
7
|
1,726,652
|
|
NUMBER
OF
|
SHARED
VOTING POWER:
|
|
SHARES
|
||
BENEFICIALLY
|
8
|
-0-
|
OWNED
BY
|
||
EACH
|
SOLE
DISPOSITIVE POWER:
|
|
PERSON
WITH
|
||
|
9
|
1,726,652
|
|
||
|
SHARED
DISPOSITIVE POWER:
|
|
10
|
-0-
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
11
|
1,726,652
|
(See
Items 3 and 5)
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
(See Instructions): | |
12
|
¨
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
13
|
Less
than 1% (1)
|
TYPE
OF REPORTING PERSON (See Instructions):
|
|
14
|
00
(2)
|
_________________
(1)
|
Calculated
using the number in Item 11 divided by the number of outstanding shares
(340,425,441) of Issuer Common Stock (as defined herein) on March 10, 2008
based on information from the
Issuer.
|
(2)
|
The
Reporting Person is a trust administered under the laws of the State of
Wyoming.
|
8
CUSIP
No.
|
388
689 101
|
NAMES
OF REPORTING PERSONS:
|
|
1
|
Janet H. Coors Irrevocable
Trust FBO Frances M. Baker dated July 27, 1976
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions):
|
|
2
|
(a) ¨
|
(b) x
|
|
3
|
SEC
USE ONLY:
|
SOURCE
OF FUNDS (See Instructions):
|
|
4
|
00
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
|
5
|
¨
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
6
|
Colorado,
USA
|
SOLE
VOTING POWER:
|
||
7
|
59,356
|
|
NUMBER
OF
|
SHARED
VOTING POWER:
|
|
SHARES
|
||
BENEFICIALLY
|
8
|
-0-
|
OWNED
BY
|
||
EACH
|
SOLE
DISPOSITIVE POWER:
|
|
PERSON
WITH
|
||
|
9
|
59,356
|
|
||
|
SHARED
DISPOSITIVE POWER:
|
|
10
|
-0-
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
11
|
59,356
|
(See
Items 3 and 5)
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See Instructions): | |
12
|
¨
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
13
|
Less
than 1% (1)
|
TYPE
OF REPORTING PERSON (See Instructions):
|
|
14
|
00
(2)
|
_________________
(1)
|
Calculated
using the number in Item 11 divided by the number of outstanding shares
(340,425,441) of Issuer Common Stock (as defined herein) on March 10, 2008
based on information from the
Issuer.
|
(2)
|
The
Reporting Person is a trust.
|
9
CUSIP
No.
|
388
689 101
|
NAMES
OF REPORTING PERSONS:
|
|
1
|
Janet H. Coors Irrevocable
Trust FBO Frank E. Ferrin dated July 27, 1976
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions):
|
|
2
|
(a) ¨
|
(b) x
|
|
3
|
SEC
USE ONLY:
|
SOURCE
OF FUNDS (See Instructions):
|
|
4
|
00
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
|
5
|
¨
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
6
|
Colorado,
USA
|
SOLE
VOTING POWER:
|
||
7
|
59,354
|
|
NUMBER
OF
|
SHARED
VOTING POWER:
|
|
SHARES
|
||
BENEFICIALLY
|
8
|
-0-
|
OWNED
BY
|
||
EACH
|
SOLE
DISPOSITIVE POWER:
|
|
PERSON
WITH
|
||
|
9
|
59,354
|
|
||
|
SHARED
DISPOSITIVE POWER:
|
|
10
|
-0-
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
11
|
59,354
|
(See
Items 3 and 5)
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See Instructions): | |
12
|
¨
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
13
|
Less
than 1% (1)
|
TYPE
OF REPORTING PERSON (See Instructions):
|
|
14
|
00
(2)
|
_________________
(1)
|
Calculated
using the number in Item 11 divided by the number of outstanding shares
(340,425,441) of Issuer Common Stock (as defined herein) on March 10, 2008
based on information from the
Issuer.
|
(2)
|
The
Reporting Person is a trust.
|
10
CUSIP
No.
|
388
689 101
|
NAMES
OF REPORTING PERSONS:
|
|
1
|
Janet H. Coors Irrevocable
Trust FBO Joseph J. Ferrin dated July 27, 1976
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions):
|
|
2
|
(a) ¨
|
(b) x
|
|
3
|
SEC
USE ONLY:
|
SOURCE
OF FUNDS (See Instructions):
|
|
4
|
00
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
|
5
|
¨
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
6
|
Colorado,
USA
|
SOLE
VOTING POWER:
|
||
7
|
59,354
|
|
NUMBER
OF
|
SHARED
VOTING POWER:
|
|
SHARES
|
||
BENEFICIALLY
|
8
|
-0-
|
OWNED
BY
|
||
EACH
|
SOLE
DISPOSITIVE POWER:
|
|
PERSON
WITH
|
||
|
9
|
59,354
|
|
||
|
SHARED
DISPOSITIVE POWER:
|
|
10
|
-0-
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
11
|
59,354
|
(See
Items 3 and 5)
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See Instructions): | |
12
|
¨
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
13
|
Less
than 1% (1)
|
TYPE
OF REPORTING PERSON (See Instructions):
|
|
14
|
00
(2)
|
|
_________________
(1)
|
Calculated
using the number in Item 11 divided by the number of outstanding shares
(340,425,441) of Issuer Common Stock (as defined herein) on March 10, 2008
based on information from the
Issuer.
|
(2)
|
The
Reporting Person is a trust.
|
11
CUSIP
No.
|
388
689 101
|
NAMES
OF REPORTING PERSONS:
|
|
1
|
Adolph
Coors Foundation
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions):
|
|
2
|
(a) ¨
|
(b) x
|
|
3
|
SEC
USE ONLY:
|
SOURCE
OF FUNDS (See Instructions):
|
|
4
|
00
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
|
5
|
¨
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
6
|
Colorado,
USA
|
SOLE
VOTING POWER:
|
||
7
|
503,774
|
|
NUMBER
OF
|
SHARED
VOTING POWER:
|
|
SHARES
|
||
BENEFICIALLY
|
8
|
-0-
|
OWNED
BY
|
||
EACH
|
SOLE
DISPOSITIVE POWER:
|
|
PERSON
WITH
|
||
|
9
|
503,774
|
|
||
|
SHARED
DISPOSITIVE POWER:
|
|
10
|
-0-
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
11
|
503,774
|
(See
Items 3 and 5)
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See Instructions): | |
12
|
¨
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
13
|
Less
than 1% (1)
|
TYPE
OF REPORTING PERSON (See Instructions):
|
|
14
|
00
(2)
|
_________________
(1)
|
Calculated
using the number in Item 11 divided by the number of outstanding shares
(340,425,441) of Issuer Common Stock (as defined herein) on March 10, 2008
based on information from the
Issuer.
|
(2)
|
The
Reporting Person is a private charitable
foundation.
|
12
Item
1.
|
Security
and Issuer.
|
This
statement on Schedule 13D (“Schedule 13D”) relates to the shares of common
stock, par value $0.01 per share (“Issuer Common Stock”), of Graphic Packaging
Holding Company, a Delaware corporation (the “Issuer”). The address
of the principal executive office of the Issuer is 814 Livingston Court,
Marietta, Georgia 30067.
Item
2.
|
Identity
and Background.
|
Adolph
Coors Company LLC (the “LLC”) is a limited liability company formed under the
laws of the State of Wyoming for the purpose of acting as the trustee of seven
Coors family trusts identified on cover pages 3 through 16 hereof (“Coors Family
Trusts”). The three Janet H. Coors FBO trusts identified on cover
pages 17 through 22 hereof (the “FBO Trusts”) have three individual trustees who
are also directors and members of the LLC but the LLC is not the trustee of
those trusts. All trusts were formed to hold assets and investments
for its beneficiaries. The Adolph Coors Foundation (“Foundation”) is
a private charitable organization. The LLC’s address and the
addresses of each of the Coors Family Trusts and the FBO Trusts is 2120 Carey
Avenue, Suite 412, Cheyenne, Wyoming 82001. The Foundation’s address
is 4100 East Mississippi Avenue, Denver, Colorado 80246. The LLC, the
Coors Family Trusts, the FBO Trusts and the Foundation are referred to herein as
the “Reporting Persons.”
The
agreement among the Reporting Persons relating to the joint filing of this
Schedule 13D is attached as Exhibit 1
hereto.
During
the last five years, none of the Reporting Persons have been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
The 12
directors of the LLC and each member of the trust committee of the directors of
the LLC established for each Coors Family Trust and the three trustees of the
FBO Trusts are named on Schedule I attached hereto and incorporated herein by
this reference. Schedule I sets forth the following information as to
each such person:
|
(i)
|
name;
|
|
(ii)
|
business
address;
|
|
(iii)
|
present
principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment
is conducted; and
|
|
(iv)
|
citizenship.
|
During
the last five years, to the best of the Reporting Persons’ knowledge, no person
named on Schedule I attached hereto, has been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) a party
to civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
13
Item
3.
|
Source
and Amount of Funds or Other
Consideration.
|
As more
fully described in Item 4 hereof, on March 10, 2008, Graphic Packaging
Corporation (“GPK”) was merged with and into the Issuer as contemplated by the
Transaction Agreement and Agreement and Plan of Merger, dated as of July 9, 2007
(the “Transaction Agreement”). All shares of GPK held by the Coors
Family Trusts, the FBO Trusts and the Foundation were converted in the merger
into shares of Issuer Common Stock on a one-to-one basis. The merger
did not require the expenditure of any funds by the Coors Family Trusts, the FBO
Trusts and the Foundation to acquire Issuer Common Stock.
Item
4.
|
Purpose
of Transaction
|
Transaction
Agreement
On March
10, 2008, pursuant to the Transaction Agreement, an aggregate of 60,931,414
shares of Issuer Common Stock were issued to the Coors Family Trusts, the FBO
Trusts and the Foundation in exchange for all of 60,931,414 shares of GPK owned
by them. After this exchange, the Coors Family Trusts, the FBO Trusts
and the Foundation directly owned an aggregate of 60,931,414 shares of Issuer
Common Stock representing approximately 17.9% of the outstanding shares of
Issuer Common Stock. See Item 6 for a breakdown of Issuer Common
Stock held by these persons.
Stockholders
Agreement
As a
condition and inducement to enter into the Transaction Agreement, the Issuer,
the Coors Family Stockholders named therein (which include the Coors Family
Trusts, the FBO Trusts and the Foundation) (the “Coors Family Stockholders”),
Clayton, Dubilier & Rice Fund V Limited Partnership (the “CDR Fund”), EXOR
Group S.A. (“Exor”), Field Holdings, TPG IV, L.P., TPG IV, Inc., TPG
V, L.P., TPG V, Inc. and the TPG Funds (the Coors Family Stockholders, the CDR
Fund, EXOR, Field Holdings, TPG IV, L.P., TPG IV, Inc., TPG V, L.P., TPG V, Inc.
and the TPG Funds, collectively the “Covered Stockholders”) entered into a
Stockholders Agreement, dated as of July 9, 2007 that became effective upon
completion of the transactions on March 10, 2008 (the “Stockholders
Agreement”).
Family
Representative. Each Coors Family Stockholder has designated
and appointed Jeffrey H. Coors (the “Coors Family Representative”), to act as
its attorney-in-fact with full power of substitution for each of them, to serve
as the representative of each such Coors Family Stockholder to perform all such
acts as are required, authorized or contemplated by the Stockholders Agreement
to be performed by such person and each acknowledged that the Family
Representative is the only person authorized to take any action so required,
authorized or contemplated by the Stockholders Agreement by each such Coors
Family Stockholder. Each such Coors Family Stockholder further
acknowledged that the appointment and designation is deemed to be coupled with
an interest and shall survive the death or incapacity of such Coors Family
Stockholder. A successor to the Coors Family Representative may be
chosen by a majority in interest of the Coors Family Stockholders; provided that
notice thereof is given by the new Coors Family Representative to the Issuer,
the CDR Fund, Exor and TPG Entities.
14
Composition of the Issuer’s
Board of Directors. Under the terms of the Stockholders
Agreement, the board of directors of the Issuer will initially consist of
thirteen members, which will include eight of the nine current members of GPK’s
board of directors, classified into three classes. Class I will initially
consist of five members, and Classes II and III will each initially consist of
four members. The initial term of each class, starting with Class I,
will expire at the first, second and third annual meetings of stockholders
following the completion of the transactions.
The
Issuer’s board of directors presently consists of John R. Miller, G. Andrea
Botta, Jeffrey H. Coors, Kevin J. Conway, Harold R. Logan, Jr., David W.
Scheible, John D. Beckett, Robert W. Tieken, George V. Bayly, Kelvin L. Davis,
Michael G. MacDougall, Jeffrey Liaw and Jack A. Fusco. Jeffrey H.
Coors is the Coors Family Stockholders’ designee; Kevin J. Conway is the CDR
Fund’s designee; and G. Andrew Botta is EXOR’s designee. Kelvin L. Davis,
Michael G. MacDougall and Jeffrey Liaw are the TPG Funds’
designees.
The
Stockholders Agreement provides that each of the Coors Family Stockholders, the
CDR Fund, EXOR and the TPG Funds will have the right, subject to requirements
related to stock ownership, to designate a certain number of individuals for
nomination for election to the board of directors of the Issuer as described
below. Each of the Coors Family Stockholders, the CDR Fund and EXOR is entitled
to designate one individual for nomination for election to the board for so long
as each such stockholder owns at least 3% of the fully diluted shares of Issuer
Common Stock. The TPG Funds, as a group, are entitled to designate
the following number of individuals for nomination for election to the Issuer
board of directors for so long as they meet the requirements related to stock
ownership specified below:
|
·
|
three
individuals for so long as the TPG Funds own at least 20% of the fully
diluted shares of Issuer Common Stock in the
aggregate;
|
|
·
|
two
individuals for so long as the TPG Funds own at least the lesser of (i)
16% of the fully diluted shares of Issuer Common Stock in the aggregate or
(ii) the percentage of Issuer Common Stock then held by the Coors Family
Stockholders, but not less than 10%;
and
|
|
·
|
one
individual for so long as the TPG Funds own at least 3% of the fully
diluted outstanding shares of Issuer Common
Stock.
|
Transfer
Restrictions. The Covered Stockholders are generally
restricted from transferring their shares until the expiration of a lock-up
period of 180 days after the completion of the transactions. After the
expiration of the lock-up period, the Covered Stockholders may transfer their
shares:
|
·
|
to
the Issuer or in a transaction approved by the Issuer’s board of
directors;
|
|
·
|
to
certain affiliated permitted transferees that agree to be bound by the
Stockholders Agreement;
|
|
·
|
pursuant
to a public offering; or
|
15
|
·
|
pursuant
to a transfer made in accordance with Rule 144 of the Securities Act or
that is exempt from the registration requirements of the Securities Act,
to any person so long as such transferee would not own in excess of 5% of
the fully diluted shares of Issuer Common
Stock.
|
Standstill
Agreement. The Covered Stockholders are also subject to
standstill provisions that generally restrict the Covered Stockholders from
acquiring additional equity securities of the Issuer (or any rights to purchase
equity securities) that would increase such Covered Stockholder’s beneficial
ownership of Issuer Common Stock on a percentage basis greater than the
percentage held as of the closing date of the transactions, or otherwise take
action to increase such Covered Stockholder’s control over the Issuer. These
restrictions prohibit the Covered Stockholders from taking the following
actions, among other items:
|
·
|
acquiring
the beneficial ownership of additional equity securities (or the rights to
purchase equity securities) of the Issuer, subject to certain
exceptions;
|
|
·
|
making
or participating in any solicitation of proxies to vote any securities of
the Issuer in an election contest;
|
|
·
|
participating
in the formation of a group with respect to shares of Issuer Common Stock
(except to the extent such group is formed with respect to the
Stockholders Agreement or the registration rights
agreement);
|
|
·
|
granting
any proxy to any person other than the Issuer or its designees to vote at
any meeting of the Issuer
stockholders;
|
|
·
|
initiating
or soliciting stockholders for the approval of one or more stockholder
proposals with respect to the
Issuer;
|
|
·
|
seeking
to place a representative on the Issuer board of directors, except as
contemplated by the Stockholders
Agreement;
|
|
·
|
seeking
to publicly call a meeting of the Issuer
stockholders;
|
|
·
|
making
any public announcement or proposal with respect to any form of business
combination involving the Issuer;
and
|
|
·
|
disclosing
any plan to do any of the foregoing or assist or encouraging any third
party to do any of the foregoing.
|
Once the
TPG Funds transfer Issuer Common Stock such that their aggregate percentage
holdings of the outstanding Issuer Common Stock drops below 25%, and then below
15%, respectively, the TPG Funds may not acquire beneficial ownership on a
percentage basis of shares greater than 25% or 15%, as the case may
be.
Effectiveness; Term of
Stockholders Agreement. The Stockholders Agreement will
terminate under the following circumstances:
|
·
|
by
the unanimous consent of the Issuer and the Covered
Stockholders;
|
|
·
|
with
respect to any Covered Stockholder, at such time as such Covered
Stockholder holds less than 3% of the fully diluted shares of Issuer
Common Stock;
|
|
·
|
except
with respect to the standstill provisions, at such time as no more than
one of the Covered Stockholders holds more than 3% of the fully diluted
shares of Issuer Common Stock;
|
16
|
·
|
except
with respect to the standstill provisions, at such time as approved by
each of the Covered Stockholders who holds in excess of 3% of the fully
diluted shares of Issuer Common Stock;
or
|
|
·
|
upon
the fifth anniversary of the effective date of the Stockholders Agreement;
provided, however, that the confidentiality provisions of the Stockholders
Agreement shall survive for one year following the termination of the
Stockholders Agreement.
|
Notwithstanding
the foregoing, the standstill provisions of the Stockholders Agreement will
terminate on the earlier of the date on which the TPG Funds or the Covered
Stockholders other than the TPG Funds collectively, beneficially own less than
10% of the fully diluted shares of Issuer Common Stock and the third anniversary
of the closing of the transactions; provided, however, that in no event will the
standstill provisions of the Stockholders Agreement terminate prior to the
second anniversary of the closing of the transactions.
Registration
Rights Agreement
As a
condition and inducement to enter into the Transaction Agreement, the Issuer,
the Coors Family Stockholders, the CDR Fund, Exor, Field Holdings, the Sellers
and certain stockholders who became party to the agreement entered into a
Registration Rights Agreement, dated as of July 9, 2007 that became effective
immediately upon the completion of the transactions on March 10, 2008 (the
“Registration Rights Agreement”).
Demand Registration
Rights. The Registration Rights Agreement provides that 180
days after the completion of the transactions contemplated by the Transaction
Agreement, the stockholder parties to the agreement representing 10% of the
number of outstanding shares of the Issuer (for the first two requests) and 5%
at all times thereafter (which percentage drops to 3% to the extent the
stockholder has held less than 5% for more than 180 days prior to the request),
may request on one or more occasions that the Issuer prepare and file a
registration statement (including, except as to the initial registration, a
shelf registration statement pursuant to Rule 415 under the Securities Act,
providing for an offering to be made on a continuous basis, if so requested and
if the Issuer is eligible to use Form S-3) relating to the sale of their Issuer
Common Stock. Notwithstanding the previous sentence, the first request must be
made by at least two of four of the Coors Family Stockholders, the CDR Fund,
EXOR and the TPG Funds, although only one of such four stockholders actually
need offer its shares, and the first registration and offering must be a
marketed underwritten offering.
Upon
receipt of such a request, the Issuer is required to promptly give written
notice of such requested registration to all holders of registrable securities
under the Registration Rights Agreement and, thereafter, to use its reasonable
best efforts to effect the registration under the Securities Act of all
registrable securities which it has been requested to register pursuant to the
terms of the Registration Rights Agreement. The Issuer is not required to effect
a registration requested by the stockholder parties for 180 days after the
effectiveness of the registration statement for the first registration effected
pursuant to such a request. In all cases, the Issuer’s obligations to register
the registrable securities are subject to the minimum and maximum offering size
limitations set forth below.
17
The
stockholder parties have the right to request that any offering requested by
them under the Registration Rights Agreement be an underwritten offering. In
such case, the requesting stockholder parties by majority of shares requested to
be included in the registration will have the right to select one or more
underwriters to administer the requested offering, subject to approval by the
finance committee (described below), which shall not be unreasonably
withheld. With respect to the first two requests to effect a
registration, the Issuer will not be required to effect such registration if
such requests relate to less than 10% of the outstanding shares of common stock.
Any request for registration after the first two requests will be subject to a
minimum offering size of 5% of the outstanding shares of Issuer Common
Stock.
If the
stockholder parties request registration of any of their shares of Issuer Common
Stock, the Issuer is required to prepare and file a registration statement with
the SEC as soon as possible, and no later than 60 days after receipt of the
request (45 days in the case of a Form S-3 registration statement), subject to
the right of the Issuer and the finance committee described below to delay such
filing. The Issuer is permitted to postpone an offering for a
reasonable time period that does not exceed 60 days if the Issuer board of
directors determines that the offering would reasonably be expected to
materially adversely affect or materially interfere with a material financing of
the Issuer or a material transaction under consideration by the Issuer or would
require disclosure of information that has not been, and is not otherwise
required to be, disclosed to the public, the premature disclosure of which could
materially adversely affect the Issuer, subject to certain
limitations. If the Issuer is participating in a sale with other
stockholders who have requested registration and the Issuer and holders of a
majority of the shares requesting registration determine that the offering
should be limited due to market conditions, the Issuer is permitted to include
no more than 25% of its shares in the total number of shares of Issuer Common
Stock being offered in such offering.
Incidental Registration
Rights. In the event that the Issuer proposes to register
equity securities, subject to certain limitations, the Issuer is required to
promptly give written notice of such proposed registration to all holders of
registrable securities. Under certain circumstances, the Issuer will be
obligated to include in such registration the securities of such stockholders
desiring to sell their Issuer Common Stock. If the Issuer is advised by the
managing underwriters (or, in connection with an offering that is not
underwritten, by an investment banking firm of nationally recognized standing
involved in such offering) that the offering should be limited due to market
conditions, securities being sold by the Issuer will have priority in being
included in such registration.
Fees and
Expenses. The Issuer is generally obligated to pay the
expenses related to such registrations, except in the cases where stockholders
requesting registration have refused to proceed with the
transaction.
Finance
Committee. Under the terms of the Registration Rights
Agreement, the Issuer and the stockholders party thereto will create a finance
committee which will initially consist of two representatives designated by the
TPG Funds, the chief executive officer of the Issuer, and one representative of
each of the Coors Family Stockholders, the CDR Fund and EXOR. Each party’s right
to membership on the Finance Committee ends at the same time as its right to
nominate members of the Issuer board of directors ends under the Stockholders
Agreement. The finance committee will have the authority to specify reasonable
limitations on a registration or offering requested pursuant to the Registration
Rights Agreement, including setting the maximum size of the registration or
offering, the timing of registration or offering, the underwriters and the plan
of distribution. Notwithstanding the foregoing, the finance committee does not
have the authority to delay a proposed registration or offering for more than
three months, subject to certain further limitations.
18
Termination. The
Registration Rights Agreement will terminate on the earliest to occur of its
termination by unanimous consent of the parties thereto, the date on which no
shares of Issuer Common Stock subject to the agreement are outstanding, or the
dissolution, liquidation or winding up of the Issuer.
The
foregoing summaries of the Stockholders Agreement and Registration Rights
Agreement do not purport to be complete and are qualified in their entirety by
reference to the complete text of such agreements attached hereto as Exhibits 3
and 4, respectively, which are incorporated herein by reference.
The
Reporting Persons pursue an investment objective that seeks capital
appreciation. The Reporting Persons continuously analyze the
operations, capital structure and markets of companies in which they invest,
including the Issuer. In addition, but alternatively, the Reporting
Persons may seek to dispose of their shares of Issuer Common Stock (including,
without limitation, distributing some or all of such shares to such Reporting
Person’s members or beneficiaries, as applicable) from time to time, subject to
market conditions, the existence (and possible waiver of) the initial lock-up
period and other investment considerations.
In
addition to the foregoing, each Reporting Person, subject to the limitations
imposed by the Stockholders Agreement, at any time and from time to time may
directly or indirectly acquire additional shares of Issuer Common Stock or its
associated rights or securities exercisable for or convertible into Issuer
Common Stock, depending upon an ongoing evaluation of its investment in Issuer
Common Stock and securities exercisable for or convertible into Issuer Common
Stock, applicable legal restrictions, prevailing market conditions, liquidity
requirements of such Reporting Person and/or other investment
considerations.
Other
than as described above, each of the Reporting Persons reports that neither it,
nor to its knowledge any of the other persons named in Item 2 of this Schedule
13D, currently has any plan or proposal that relates to, or may result in, any
of the matters listed in Items 4(a)−(j) of Schedule 13D, although the Reporting
Persons may, at any time and from time to time, review or reconsider their
position and/or change their purpose and/or formulate plans or proposals with
respect thereto.
Item
5.
|
Interest in
Securities of the Issuer.
|
(a) and
(b) The information contained on the cover pages to this Schedule 13D
and the information set forth or incorporated in Items 2, 3, 4 and 6 is
incorporated herein by reference.
In the
aggregate on March 10, 2008, the Coors Family Trusts owned 60,249,576 shares of
Issuer Common Stock directly or approximately 17.7% of its shares
outstanding. The LLC as legal trustee of the Coors Family Trusts may
be deemed to be the indirect beneficial owner of these shares and for the
reasons set forth in detail in Item 6 below, the persons identified on Schedule
I hereto may also be deemed to be indirect beneficial owners of the
shares. The FBO Trusts own an aggregate of 178,064 shares of Issuer
Common Stock or less than 1% of its shares outstanding. The
Foundation owns 503,774 shares of the Issuer’s Common Stock or less than 1% of
its shares outstanding.
19
The
Reporting Persons disclaim beneficial ownership of any shares of Issuer Common
Stock held by any other stockholders of the Issuer party to the Stockholders
Agreement or Registration Rights Agreement.
(c) Except
as set forth in Item 4, to the best knowledge of each of the Reporting Persons,
none of the Reporting Persons has engaged in any transaction during the past 60
days in any shares of Issuer Common Stock.
(d) Other
than the Reporting Persons, subject to the discussion in Item 6 below, no other
person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from sale of, the shares of Issuer Common Stock referred
to in this Item 5.
(e) Not
applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Except as
set forth in Item 4 of this Schedule 13D, to the best knowledge of the Reporting
Persons, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Persons and any other
person with respect to any securities of the Issuer. The following,
however, describes certain relationships between and among the LLC, the Coors
Family Trusts, the FBO Trusts and the Foundation and the individuals identified
on Schedule 1 hereto:
Issuer Common Stock held by each of the
Coors Family Trusts, the FBO Trusts and the Foundation is summarized as
follows:
Number
of
|
Percentage
of
|
||||
Identity
|
Shares Owned Directly
|
Outstanding(1)
|
|||
Adolph
Coors Jr. Trust
|
2,800,000
|
Less
than 1%
|
|||
Augusta
Coors Collbran Trust
|
1,015,350
|
Less
than 1%
|
|
||
Bertha
Coors Munroe Trust B
|
1,140,490
|
Less
than 1%
|
|||
Herman
F. Coors Trust
|
1,435,000
|
Less
than 1%
|
|||
Louise
Coors Porter Trust
|
920,220
|
Less
than 1%
|
|||
Grover
C. Coors Trust
|
51,211,864
|
15.0
%
|
|||
May
Kistler Coors Trust
|
1,726,652
|
Less
than 1%
|
|||
Janet
H. Coors Irrevocable Trust
|
|
|
|||
FBO
Frances M. Baker
|
59,356
|
Less
than 1%
|
|||
Janet
H. Coors Irrevocable Trust
|
|
|
|||
FBO
Frank E. Ferrin
|
59,354
|
Less
than 1%
|
|||
Janet
H. Coors Irrevocable Trust
|
|
||||
FBO
Joseph J. Ferrin
|
59,354
|
Less
than 1%
|
|||
Adolph
Coors Foundation
|
503,774
|
Less than 1%
|
|||
Total
|
60,931,414
|
17.9
%
|
20
Based on
340,425,441 shares of outstanding Issuer Common Stock on March 10, 2008 upon
information from the Issuer.
As of
June 30, 2006, the LLC became the legal trustee of the Coors Family
Trusts. The LLC is a limited liability company which was organized
under the laws of the State of Wyoming on April 28, 2006. The 12
persons identified on Schedule 1 hereto were the former trustees of one or more
of the Coors Family Trusts and are all lineal descendants of Adolph
Coors. Those persons are now directors (“Directors”) of the LLC and
the Coors Family Trusts are the members of the LLC.
Each
Trust is administered and managed by a Trust Committee consisting of from four
to five Directors whose actions and decisions are final and binding, and
constitute the actions and decisions of all Directors as if the Directors had so
acted or decided, except that the Directors have the limited power and authority
to act or decide for a Trust Committee only if:
|
(i)
|
the
Trust Committee is unable to act or decide and makes a formal appeal to
the Directors to resolve the matter, of if the matter involves a legally
required act or decision, no formal appeal is necessary for the Directors
to so act or decide when the Trust Committee is unable to do so;
and
|
|
(ii)
|
the
act or decision of a Trust Committee with respect to investment of an
individual trust’s assets is in conflict with the investment strategy and
best interests of the Coors Family Trusts as a whole as reflected in the
investment strategy of the other Trust
Committees.
|
The three
trustees of the FBO Trusts are identified on Schedule I and such persons are
also three of the LLC’s named directors.
Item 7.
|
Material To Be Filed as
Exhibits.
|
Filed
herewith are the following:
Exhibit
No.
|
Description of
Exhibit
|
|
1
|
Joint
Filing Agreement, dated March 19, 2008, among Adolph Coors Company LLC,
the Adolph Coors, Jr. Trust, the Augusta Coors Collbran Trust, the Bertha
Coors Munroe Trust B, the Herman F. Coors Trust, the Louise Coors Porter
Trust, the Grover C. Coors Trust, the May Kistler Coors Trust, the Janet
H. Coors Irrevocable Trust FBO Frances M. Baker, the Janet H. Coors
Irrevocable Trust FBO Frank E. Ferrin, the Janet H. Coors Irrevocable
Trust FBO Joseph J. Ferrin, and the Adolph Coors
Foundation.
|
|
2
|
Transaction
Agreement and Agreement and Plan of Merger, dated as of July 9, 2007,
among Graphic Packaging Corporation, Bluegrass Container Holdings, LLC,
TPG Bluegrass IV – AIV 1, L.P., TPG Bluegrass IV – AIV 2 L.P., TPG
Bluegrass V – AIV 1, L.P., TPG Bluegrass V – AIV 2 L.P., TPG FOF V – A,
L.P., TPG FOF V – B, L.P., TPG Bluegrass IV, L.P., TPG
Bluegrass IV, Inc., TPG Bluegrass V, L.P. and TPG Bluegrass V, Inc., Field
Holdings, Inc., BCH Management, LLC, Graphic Packaging Holding Company
(f/k/a New Giant Corporation) and Giant Merger Sub, Inc. (incorporated by
reference to Exhibit 2.1 to Graphic Packaging Corporation’s Current
Report on Form 8-K filed July 11, 2007, and hereby incorporated herein by
reference).
|
21
3
|
Stockholders
Agreement, dated as of July 9, 2007, among Graphic Packaging Holding
Company (f/k/a New Giant Corporation), the Coors Family Stockholders named
therein, Clayton, Dubilier & Rice Fund V Limited Partnership, EXOR
Group S.A., Field Holdings, Inc., TPG Bluegrass IV – AIV 1, L.P., TPG
Bluegrass IV – AIV 2 L.P., TPG Bluegrass V – AIV 1, L.P., TPG Bluegrass V
– AIV 2 L.P., TPG FOF V – A, L.P., TPG FOF V – B, L.P., TPG
Bluegrass IV, L.P., TPG Bluegrass IV, Inc., TPG Bluegrass V, L.P. and TPG
Bluegrass V, Inc., (incorporated by reference to
Exhibit 4.2 to Graphic Packaging Corporation’s Current Report on Form
8-K filed July 11, 2007, and hereby incorporated herein by
reference).
|
|
4
|
Registration
Rights Agreement, dated as of July 9, 2007, Graphic Packaging Holding
Company (f/k/a New Giant Corporation), the Coors Family Stockholders named
therein, Clayton, Dubilier & Rice Fund V Limited Partnership, EXOR
Group S.A. Field Holdings, Inc., TPG Bluegrass IV – AIV 1, L.P., TPG
Bluegrass IV – AIV 2 L.P., TPG Bluegrass V – AIV 1, L.P., TPG Bluegrass V
– AIV 2 L.P., TPG FOF V – A, L.P., TPG FOF V – B, L.P., TPG
Bluegrass IV, L.P., TPG Bluegrass IV, Inc., TPG Bluegrass V, L.P. and TPG
Bluegrass V, Inc. and certain other stockholders (incorporated by
reference to Exhibit 4.3 to Graphic Packaging Corporation’s Current
Report on Form 8-K filed July 11, 2007, and hereby incorporated herein by
reference).
|
22
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: March
19, 2008
|
ADOLPH
COORS COMPANY LLC
|
|
By:
|
/s/ Jeffrey H. Coors
|
|
Jeffrey
H. Coors, Co-Chairman
|
||
Date: March
19, 2008
|
ADOLPH
COORS, JR. TRUST
|
|
AUGUSTA
COORS COLLBRAN TRUST
|
||
BERTHA
COORS MUNROE TRUST B
|
||
HERMAN
F. COORS TRUST
|
||
LOUISE
COORS PORTER TRUST
|
||
GROVER
C. COORS TRUST
|
||
MAY
KISTLER COORS TRUST
|
||
By: Adolph
Coors Company LLC, Trustee
|
||
By:
|
/s/ Jeffrey H. Coors
|
|
Jeffrey
H. Coors, Co-Chairman
|
||
Date: March
19, 2008
|
JANET
H. COORS IRREVOCABLE TRUST
|
|
FBO
FRANCES M. BAKER
|
||
JANET
H. COORS IRREVOCABLE TRUST
|
||
FBO
FRANK E. FERRIN
|
||
JANET
H. COORS IRREVOCABLE TRUST
|
||
FBO
JOSEPH J. FERRIN
|
||
By:
|
/s/ Jeffrey H. Coors | |
Jeffrey
H. Coors, Trustee
|
||
Date: March
19, 2008
|
ADOLPH
COORS FOUNDATION
|
|
By:
|
/s/ Jeffrey H. Coors
|
|
Jeffrey
H. Coors, Trustee and Treasurer
|
23
INDEX
TO EXHIBITS
Exhibit
No.
|
Description of
Exhibit
|
|
Joint
Filing Agreement, dated March 19, 2008, among Adolph Coors Company LLC,
the Adolph Coors, Jr. Trust, the Augusta Coors Collbran Trust, the Bertha
Coors Munroe Trust B, the Herman F. Coors Trust, the Louise Coors Porter
Trust, the Grover C. Coors Trust, the May Kistler Coors Trust, the Janet
H. Coors Irrevocable Trust FBO Frances M. Baker, the Janet H. Coors
Irrevocable Trust FBO Frank E. Ferrin, the Janet H. Coors Irrevocable
Trust FBO Joseph J. Ferrin, and the Adolph Coors
Foundation.
|
||
2
|
Transaction
Agreement and Agreement and Plan of Merger, dated as of July 9, 2007,
among Graphic Packaging Corporation, Bluegrass Container Holdings, LLC,
TPG Bluegrass IV – AIV 1, L.P., TPG Bluegrass IV – AIV 2 L.P., TPG
Bluegrass V – AIV 1, L.P., TPG Bluegrass V – AIV 2 L.P., TPG FOF V – A,
L.P., TPG FOF V – B, L.P., TPG Bluegrass IV, L.P., TPG
Bluegrass IV, Inc., TPG Bluegrass V, L.P. and TPG Bluegrass V, Inc., Field
Holdings, Inc., BCH Management, LLC, Graphic Packaging Holding Company
(f/k/a New Giant Corporation) and Giant Merger Sub, Inc. (incorporated by
reference to Exhibit 2.1 to Graphic Packaging Corporation’s Current
Report on Form 8-K filed July 11, 2007, and hereby incorporated herein by
reference).
|
|
3
|
Stockholders
Agreement, dated as of July 9, 2007, among Graphic Packaging Holding
Company (f/k/a New Giant Corporation), the Coors Family Stockholders named
therein, Clayton, Dubilier & Rice Fund V Limited Partnership, EXOR
Group S.A., Field Holdings, Inc., TPG Bluegrass IV – AIV 1, L.P., TPG
Bluegrass IV – AIV 2 L.P., TPG Bluegrass V – AIV 1, L.P., TPG Bluegrass V
– AIV 2 L.P., TPG FOF V – A, L.P., TPG FOF V – B, L.P., TPG
Bluegrass IV, L.P., TPG Bluegrass IV, Inc., TPG Bluegrass V, L.P. and TPG
Bluegrass V, Inc., (incorporated by reference to
Exhibit 4.2 to Graphic Packaging Corporation’s Current Report on Form
8-K filed July 11, 2007, and hereby incorporated herein by
reference).
|
|
4
|
Registration
Rights Agreement, dated as of July 9, 2007, Graphic Packaging Holding
Company (f/k/a New Giant Corporation), the Coors Family Stockholders named
therein, Clayton, Dubilier & Rice Fund V Limited Partnership, EXOR
Group S.A. Field Holdings, Inc., TPG Bluegrass IV – AIV 1, L.P., TPG
Bluegrass IV – AIV 2 L.P., TPG Bluegrass V – AIV 1, L.P., TPG Bluegrass V
– AIV 2 L.P., TPG FOF V – A, L.P., TPG FOF V – B, L.P., TPG
Bluegrass IV, L.P., TPG Bluegrass IV, Inc., TPG Bluegrass V, L.P. and TPG
Bluegrass V, Inc. and certain other stockholders (incorporated by
reference to Exhibit 4.3 to Graphic Packaging Corporation’s Current
Report on Form 8-K filed July 11, 2007, and hereby incorporated herein by
reference).
|
24
Schedule
I
Adolph Coors Company
LLC
Board of Directors
Information for Schedule 13D Filing
Name*
|
Principal
Occupation
|
Business
Name, Address
and
Principal Business
(Unless
Noted Otherwise)
|
William
K. Coors**
|
Part
Time: Chief Technical Advisor
|
Coors
Brewing Company
|
c/o
4455 Table Mountain Drive
|
||
Golden, CO 80403 | ||
(beverage
brewing)
|
||
Retired
|
Home:
|
|
21509
Cabrini Blvd
|
||
Golden,
CO 80401
|
||
Joseph
Coors, Jr.
|
Retired
(Oct. 31, 2000)
|
Home:
|
2981
Kendrick Street
|
||
Golden,
CO 80401
|
||
Jeffrey
H. Coors**
|
Retired
|
Graphic
Packaging Holding Company:
|
4455
Table Mountain Drive
|
||
Golden,
CO 80403
|
||
(paperboard
packaging)
|
||
Peter H. Coors** | Vice Chairman of the Board | Molson Coors Brewing Company |
311 - 10th Street | ||
Golden, CO 80401 | ||
(beverage brewing) |
|
||
John
K. Coors
|
Chairman,
President & CEO
|
CoorsTek,
Inc.
|
16000 Table Mountain Parkway | ||
Golden,
CO 80403
|
||
(advanced
materials technology)
|
||
Wm.
Grover Coors, Ph.D.
|
Chief
Scientist
|
CoorsTek,
Inc. 600 - 9th Street
|
Golden,
CO 80401
|
||
(advanced
materials technology)
|
||
J.
Bradford Coors
|
President
|
C5
Medical Werks
|
1400 Sixteenth Street, Suite 400 | ||
Denver,
CO 80202
|
||
(medical
components manufacturing)
|
25
Name*
|
Principal
Occupation
|
Business
Name, Address
and
Principal Business
(Unless
Noted Otherwise)
|
Melissa
Coors Osborn
|
Director
of Strategy
|
Coors
Brewing Company
|
311 - 10th Street | ||
Golden,
CO 80401
|
||
(beverage
brewing)
|
||
Douglas
M. Coors
|
Vice
President, Operations
|
CoorsTek,
Inc.
|
17750 West 32nd Ave. | ||
Golden,
CO 80401-1216
|
||
(advanced
materials technology)
|
||
Peter
Joseph Coors
|
Business
Area Manager of Logistics
|
Coors
Brewing Company
|
311 - 10th Street | ||
Golden,
CO 80401
|
||
(beverage
brewing)
|
||
Timothy
I. Coors
|
Project
Manager
|
Fiskeby
Board AB
|
Box
1, Fiskeby – SE 601 02
|
||
Norrköping,
Sweden
|
||
(paperboard
manufacturing)
|
*
|
Each
named person is a citizen of the United States of
America.
|
**
|
Also
trustees of the FBO Trusts.
|
26