UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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. o

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).

 

 

 

 

(1)                       This calculation is based on 347,509,777 shares of Issuer Common Stock outstanding as of March 15, 2013 as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on March 22, 2013.

 

1

 

 

(1)                       This calculation is based on 347,509,777 shares of Issuer Common Stock outstanding as of March 15, 2013 as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on March 22, 2013.

 

(2)                       The Reporting Person is a trust administered under the laws of the State of Wyoming.

 

2

 

 

(1)                       This calculation is based on 347,509,777 shares of Issuer Common Stock outstanding as of March 15, 2013 as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on March 22, 2013.

 

(2)                       The Reporting Person is a trust administered under the laws of the State of Wyoming.

 

3

 

 

(1)                       This calculation is based on 347,509,777 shares of Issuer Common Stock outstanding as of March 15, 2013 as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on March 22, 2013.

 

(2)                       The Reporting Person is a trust administered under the laws of the State of Wyoming.

 

4

 

 

(1)                       This calculation is based on 347,509,777 shares of Issuer Common Stock outstanding as of March 15, 2013 as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on March 22, 2013.

 

(2)                       The Reporting Person is a trust administered under the laws of the State of Wyoming.

 

5

 

 

(1)                       This calculation is based on 347,509,777 shares of Issuer Common Stock outstanding as of March 15, 2013 as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on March 22, 2013.

 

(2)                       The Reporting Person is a trust administered under the laws of the State of Wyoming.

 

6

 

 

(1)                       This calculation is based on 347,509,777 shares of Issuer Common Stock outstanding as of March 15, 2013 as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on March 22, 2013.

 

(2)                       The Reporting Person is a trust administered under the laws of the State of Wyoming.

 

7

 

 

(1)                       This calculation is based on 347,509,777 shares of Issuer Common Stock outstanding as of March 15, 2013 as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on March 22, 2013.

 

(2)                       The Reporting Person is a trust administered under the laws of the State of Wyoming.

 

8

 

 

(1)                       This calculation is based on 347,509,777 shares of Issuer Common Stock outstanding as of March 15, 2013 as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on March 22, 2013.

 

(2)                       The Reporting Person is a private charitable foundation.

 

9

 

Explanatory Note

 

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed on March 20, 2008 and as amended and supplemented by Amendment No. 1 on January 10, 2013 (the “Original Schedule 13D” and, as further amended and supplemented by this Amendment, the “Schedule 13D”), by Adolph Coors Company LLC, a Wyoming limited liability company (the “LLC”); the Adolph Coors, Jr. Trust dated September 12, 1969 (the “Adolph Coors Jr. Trust”), the Augusta Coors Collbran Trust dated July 5, 1946 (as further amended) (the “Augusta Coors Collbran Trust”), the Bertha Coors Munroe Trust B dated July 5, 1946 (as further amended) (the “Bertha Coors Munroe Trust”), the Herman F. Coors Trust dated July 5, 1946 (as further amended) (the “Herman F. Coors Trust”), the Louise Coors Porter Trust dated July 5, 1946 (as further amended) (the “Louise Coors Porter Trust”), the Grover C. Coors Trust dated August 7, 1952 (the “Grover C. Coors Trust”), the May Kistler Coors Trust dated September 24, 1965 (the “May Kistler Coors Trust” and collectively with the Adolph Coors, Jr. Trust, the Augusta Coors Collbran Trust, the Bertha Coors Munroe Trust, the Herman F. Coors Trust, the Louise Coors Porter Trust, the Grover C. Coors Trust and the May Kistler Coors Trust, the “Coors Family Trusts”); the Janet H. Coors Irrevocable Trust FBO Frances M. Baker dated July 27, 1976 (the “Baker Trust”); the Janet H. Coors Irrevocable Trust FBO Frank E. Ferrin dated July 27, 1976 (the “F Ferrin Trust”); the Janet H. Coors Irrevocable Trust FBO Joseph J. Ferrin dated July 27, 1976 (the “J Ferrin Trust” and along with the Baker Trust and the J Ferrin Trust, the “FBO Trusts”); and the Adolph Coors Foundation, a Colorado nonprofit corporation (“Foundation”), relates to the beneficial ownership of the shares of common stock, $0.01 par value per share (the “Issuer Common Stock”) of Graphic Packaging Holding Company, Inc., a Delaware corporation (the “Issuer”).

 

This Amendment is being filed on behalf of the reporting persons (the “Reporting Persons”) identified on the cover pages of this Amendment. Information in respect of each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Reporting Person. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

 

Item 2.                                                          Identity and Background.

 

This Amendment amends and restates Item 2 of the Original Schedule 13D in its entirety as set forth below:

 

“The LLC was formed for the purpose of acting as the trustee of the Coors Family Trusts. All Coors Family Trusts were formed to hold assets and investments for their beneficiaries. The Foundation is a private charitable organization.  The LLC’s address and the addresses of each of the Coors Family Trusts is 2120 Carey Avenue, Suite 412, Cheyenne, Wyoming 82001. The Foundation’s address is 4100 East Mississippi Avenue, Suite 1850, Denver, Colorado 80246. The LLC, the Coors Family Trusts and the Foundation are referred to herein as the “Reporting Persons.” The FBO Trusts are not reporting as part of this Amendment because they are no longer subject to reporting obligations after the termination of the Stockholders Agreement (which has since been terminated) and because their trustees are not affiliated with the LLC or its directors.

 

The agreement among the Reporting Persons relating to the joint filing of this Amendment 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 14 directors of the LLC and each member of the trust committees of the directors of the LLC established for each Coors Family Trust 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)		residence or 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.

 

10

 

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.”

 

Item 4.                                                          Purpose of Transaction

 

This Amendment amends Item 4 of the Original Schedule 13D by inserting the following information:

 

“Pursuant to an Underwriting Agreement, dated March 21, 2013 (the “March 2013 Underwriting Agreement”), which is attached hereto as Exhibit 5, among the Issuer and the Selling Stockholders named therein (collectively, the “March 2013 Selling Stockholders”) and Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the “March 2013 Representatives”) of the several underwriters named therein (collectively, the “March 2013 Underwriters”), on March 27, 2013, each of the Coors Family Trusts and the Foundation sold the number of shares of Issuer Common Stock next to their name to the March 2013 Underwriters at a purchase price of $6.72 per share, which represents the public offering price of $7.00 per share less the underwriters’ discount of $0.28 per share, of Issuer Common Stock in a registered offering, and (ii), pursuant to the March 2013 Underwriters’ overallotment option, on March 28, 2013, each of the Coors Family Trusts and the Foundation sold the number of shares of Issuer Common Stock next to their name to the March 2013 Underwriters at a purchase price of $6.72 per share, which represents the public offering price of $7.00 per share less the underwriters’ discount of $0.28 per share, of Issuer Common Stock in a registered offering (together, the “March 2013 Secondary Offering”):

 

Reporting Person		Shares Sold on March 27, 2013		Shares Sold on March 28, 2013 Pursuant to the March 2013 Underwriters’ Overallotment Option
Adolph Coors Jr. Trust		340,561		51,084
Augusta Coors Collbran Trust		123,496		18,524
Bertha Coors Munroe Trust		138,716		20,807
Grover C. Coors Trust		5,345,212		801,782
Herman F. Coors Trust		174,537		26,181
Louise Coors Porter Trust		111,925		16,789
May Kistler Coors Trust		210,011		31,502
Adolph Coors Foundation		74,012		11,102

 

Pursuant to the March 2013 Underwriting Agreement, the Coors Family Trusts and the Foundation agreed with the March 2013 Underwriters, not to offer or sell, dispose of or hedge, directly or indirectly, any Issuer Common Stock without the permission of the March 2013 Underwriters for a period of 60 days from March 21, 2013, subject to certain exceptions and automatic extension in certain circumstances.

 

The foregoing description of the March 2013 Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the March 2013 Underwriting Agreement, which is attached hereto as Exhibit 5 and incorporated herein by reference.

 

Except as described in this Item 4 and Item 6 of this Amendment which are incorporated herein by reference, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be reported herein.”

 

Item 5.                                                          Interest in Securities of the Issuer.

 

This Amendment amends and restates Item 5 of the Original Schedule 13D in its entirety as set forth below:

 

“(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.

 

The following disclosure assumes that there are 347,509,777 shares of Issuer Common Stock outstanding as of March 15, 2013, which figure is based on information set forth in the Prospectus Supplement filed by the

 

11

 

Issuer with the Commission on March 22, 2013.

 

In the aggregate on April 1, 2013, the Coors Family Trusts owned 35,274,365 shares of Issuer Common Stock directly or approximately 10.2% of the outstanding shares of the Issuer.  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 and the persons identified on Schedule I attached hereto may also be deemed to be indirect beneficial owners of the shares.  The Foundation owns 400,514 shares of the Issuer’s Common Stock or less than 1% of the outstanding shares of the Issuer.

 

The Reporting Persons disclaim beneficial ownership of any shares of Issuer Common Stock held by any other stockholders of the Issuer party to the Registration Rights Agreement.

 

(c)                                  Except as set forth in this Item 5(c) and 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.

 

This Amendment amends and restates Item 6 of the Original Schedule 13D in its entirety as set forth below:

 

“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 and the Foundation and the individuals identified on Schedule 1 hereto:

 

Issuer Common Stock held by each of the Coors Family Trusts and the Foundation is summarized as follows:

 

Identity		Number of Shares Owned Directly		Percentage of Outstanding (1)
Adolph Coors Jr. Trust		1,842,926		*
Augusta Coors Collbran Trust		668,291		*
Bertha Coors Munroe Trust		750,657		*
Grover C. Coors Trust		28,925,340		8.32	%
Herman F. Coors Trust		944,499		*
Louise Coors Porter Trust		605,677		*
May Kistler Coors Trust		1,136,461		*
Adolph Coors Foundation		400,514		*

 

*                     Less than one percent.

 

(1)                     Based on 347,509,777 shares of Issuer Common Stock outstanding as of March 15, 2012, which figure is based on information set forth in the Prospectus Supplement filed by the Issuer with the Commission on March 22, 2013.

 

As of June 30, 2006, the LLC became the legal trustee of the Coors Family Trusts.  Most of the individuals set forth in Schedule 1 attached hereto were the former trustees of one or more of the Coors Family Trusts, are all lineal descendants of Adolph Coors and serve as members of the board of directors (the “Directors”) of the LLC. The Coors Family Trusts are the members of the LLC.

 

12

 

Each of the Coors Family Trusts is administered and managed by a trust committee consisting of three 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.”

 

Item 7.                                                          Material To Be Filed as Exhibits.

 

This Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below:

 

Exhibit No.		Description of Exhibit
1		Joint Filing Agreement, dated April 4, 2013, 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, 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 with the Commission on July 11, 2007, and hereby incorporated herein by reference).
3		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 with the Commission on July 11, 2007, and hereby incorporated herein by reference).
4		Underwriting Agreement, dated December 12, 2012, among Graphic Packaging Holding Company, the Selling Stockholders named in Schedule B thereto and Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters listed in Schedule A thereto (incorporated by reference to Exhibit 1.1 to Graphic Packaging Holding Company’s Current Report on Form 8-K filed with the Commission on December 18, 2012).
5		Underwriting Agreement, dated March 21, 2013, among Graphic Packaging Holding Company, the Selling Stockholders named in Schedule B thereto and Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters listed in Schedule A thereto (incorporated by reference to Exhibit 1.1 to Graphic Packaging Holding Company’s Current Report on Form 8-K filed March 27, 2013).

 

13

 

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:  April 4, 2013	ADOLPH COORS COMPANY LLC
	By:	/s/ Jeffrey H. Coors
		Jeffrey H. Coors, Director
Date:  April 4, 2013	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, Director
Date:  April 4, 2013	ADOLPH COORS FOUNDATION
	By:	/s/ Jeffrey H. Coors
		Jeffrey H. Coors, Trustee and Treasurer

 

 

INDEX TO EXHIBITS

 

Exhibit No.		Description of Exhibit
1		Joint Filing Agreement, dated April 4, 2013, among Adolph Coors Company LLC, the Adolph Coors Jr. Trust, the Augusta Coors Collbran Trust, the Bertha Coors Munroe Trust, the Herman F. Coors Trust, the Louise Coors Porter Trust, the Grover C. Coors Trust, the May Kistler Coors Trust, 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 with the Commission on July 11, 2007, and hereby incorporated herein by reference).
3		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 with the Commission on July 11, 2007, and hereby incorporated herein by reference).
4		Underwriting Agreement, dated December 12, 2012, among Graphic Packaging Holding Company, the Selling Stockholders named in Schedule B thereto and Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters listed in Schedule A thereto (incorporated by reference to Exhibit 1.1 to Graphic Packaging Holding Company’s Current Report on Form 8-K filed with the Commission on December 18, 2012).
5		Underwriting Agreement, dated March 21, 2013, among Graphic Packaging Holding Company, the Selling Stockholders named in Schedule B thereto and Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters listed in Schedule A thereto (incorporated by reference to Exhibit 1.1 to Graphic Packaging Holding Company’s Current Report on Form 8-K filed March 27, 2013).

 

 

Schedule I

 

Adolph Coors Company LLC

 

Board of Directors Information for Schedule 13D/A Filing

 

Name*		Principal Occupation		Business Name, Address and Principal Business (Unless Noted Otherwise)
Joseph Coors, Jr.		Retired (Oct. 31, 2000)		Home:
				2981 Kendrick Street
				Golden, CO 80401
Jeffrey H. Coors		Chairman		Fiskeby Holdings US LLC c/o 9th Street Capital 700 — 12th Street, Suite 200
				Golden, CO 80401 (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 2451 Riverside Parkway Grand Junction, CO 81505 (medical components manufacturing)
Melissa Coors Osborn		Senior Organization Development Manager		Molson Coors Brewing Company 311 — 10th Street Golden, CO 80401 (beverage brewing)

 

*              Each named person is a citizen of the United States of America.

 

 

Name*		Principal Occupation		Business Name, Address and Principal Business (Unless Noted Otherwise)
Christien Coors Ficeli		Manager		GEI Investments LLC 16000 Table Mountain Parkway Golden, CO 80403 (private equity investments)
Douglas M. Coors		Executive Vice President		CoorsTek, Inc. 16000 Table Mountain Parkway Golden, CO 80403 (advanced materials technology)
Peter Joseph Coors		Trade and Consumer Quality Manager		Miller Coors 17735 West 32nd Avenue Golden, CO 80401 (beverage brewing)
Timothy I. Coors		General Manager		CoorsTek, Inc. — Connecticut 10 Airport Park Road East Granby, CT 06026 (advanced materials technology)
Jonathan Coors		General Manager		CoorsTek — Vista 2065 Thibodo Rd Vista, CA 92081 (advanced materials technology)
Darden K. Coors		Assistant General Counsel		CoorsTek, Inc. 16000 Table Mountain Parkway Golden, CO 80403 (advanced materials technology)
Michael Coors		Chief Executive Officer/Manager		Outlast Technologies LLC 5480 Valmont Road Boulder, CO 80301 (advanced textiles technology)

 

*              Each named person is a citizen of the United States of America.

 

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

Dated as of April 4, 2013

 

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of the undersigned of the Amendment No. 2, and any subsequent amendments thereto, to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.

 

This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

 

[Rest of page intentionally left blank]

 

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date first written above.

 

	ADOLPH COORS COMPANY LLC
	By:	/s/ Jeffrey H. Coors
		Jeffrey H. Coors, Director
	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, Director
	ADOLPH COORS FOUNDATION
	By:	/s/ Jeffrey H. Coors
		Jeffrey H. Coors, Trustee and Treasurer