-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>/in/edgar/work/0000950134-00-009855/0000950134-00-009855.txt : 20001116
<SEC-HEADER>0000950134-00-009855.hdr.sgml : 20001116
ACCESSION NUMBER:		0000950134-00-009855
CONFORMED SUBMISSION TYPE:	S-3MEF
PUBLIC DOCUMENT COUNT:		3
<REFERENCE-462B>333-48194
FILED AS OF DATE:		20001114
EFFECTIVENESS DATE:		20001114

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COORS ADOLPH CO
		CENTRAL INDEX KEY:			0000024545
		STANDARD INDUSTRIAL CLASSIFICATION:	 [2082
]		IRS NUMBER:				840178360
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			1228
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-3MEF
			SEC ACT:		
			SEC FILE NUMBER:	333-49952
			FILM NUMBER:		769616
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		12TH & FORD STREETS
				CITY:			GOLDEN
				STATE:			CO
				ZIP:			80401
				BUSINESS PHONE:		3032796565
</BUSINESS-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3MEF
<SEQUENCE>1
<FILENAME>d80834mes-3mef.txt
<DESCRIPTION>FORM S-3MEF
<TEXT>

<PAGE>   1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 2000

                                           REGISTRATION STATEMENT NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-3
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                              ADOLPH COORS COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                                   <C>
                      COLORADO                                             84-0178360
              (STATE OF INCORPORATION)                        (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>

                                311 10TH STREET
                                 P.O. BOX 4030
                          GOLDEN, COLORADO 80401-0030
                                 (303) 279-6565
         (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
            AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                            ------------------------

                               M. CAROLINE TURNER
                                GENERAL COUNSEL
                              ADOLPH COORS COMPANY
                                311 10TH STREET
                                 P.O. BOX 4030
                          GOLDEN, COLORADO 80401-0030
                                 (303) 279-6565
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                            ------------------------

COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS SENT TO THE AGENT FOR
                          SERVICE, SHOULD BE SENT TO:

<TABLE>
<S>                                                   <C>
                DONALD SALCITO, ESQ.                                   JEFFREY SMALL, ESQ.
                  PERKINS COIE LLP                                    DAVIS POLK & WARDWELL
           1899 WYNKOOP STREET, SUITE 700                             450 LEXINGTON AVENUE
                DENVER, CO 80202-1043                                  NEW YORK, NY 10017
                   (303) 291-2322                                        (212) 450-4000
</TABLE>

                            ------------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]

    If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box.  [ ]

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [X] 333-48194

    If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.  [ ]

    If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.  [ ]

    If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]
                            ------------------------
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                  PROPOSED                PROPOSED
         TITLE OF SHARES                AMOUNT TO BE          MAXIMUM OFFERING       MAXIMUM AGGREGATE           AMOUNT OF
        TO BE REGISTERED                 REGISTERED          PRICE PER SHARE(1)      OFFERING PRICE(1)        REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                     <C>                     <C>                     <C>
Class B Common Stock
  (Non-Voting),
  without par value..............      920,000 shares             $66.6875              $61,352,500              $16,197.06
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The proposed maximum offering price per share is based on the proposed
    offering price for the shares of the Company's Class B Common Stock offered
    hereby.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2

              INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
                         ON FORM S-3 FILE NO. 333-48194

     This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), by the Adolph Coors Company (the
"Company"). This Registration Statement incorporates by reference the contents
of the Registration Statement on Form S-3 (Registration No. 333-48194) which was
declared effective by the Commission on November 14, 2000, including each of the
documents filed by the Company with the Securities and Exchange Commission and
incorporated or deemed to be incorporated by reference therein and all exhibits
thereto.

                                 CERTIFICATION

     The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on November 15, 2000, (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by its bank during the bank's regular business hours no later than November 15,
2000.

                                    EXHIBITS

<TABLE>
<CAPTION>
      EXHIBIT NO.                                  DESCRIPTION
      -----------                                  -----------
<C>                        <S>
            5.1            Opinion of Perkins Coie LLP regarding the legality of the
                           securities being registered
           23.1            Consent of PricewaterhouseCoopers LLP
           23.2            Consent of Perkins Coie LLP (included in Exhibit 5.1)
           24.1            Power of Attorney (included on signature page to
                           Registration Statement, File No. 333-48194, filed October
                           19, 2000 and incorporated by reference herein)
</TABLE>
<PAGE>   3

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Golden, Colorado, on the 14th day of November, 2000.

                                            ADOLPH COORS COMPANY

                                            By:       /s/ Peter H. Coors
                                              ----------------------------------
                                              Name: Peter H. Coors
                                              Title:  President

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                     SIGNATURES                                   TITLE                    DATE
                     ----------                                   -----                    ----
<C>                                                    <S>                           <C>

                          *                            Principal Executive Officer   November 14, 2000
- -----------------------------------------------------    and Director
                   Peter H. Coors

                          *                            Principal Financial Officer   November 14, 2000
- -----------------------------------------------------
                   Timothy V. Wolf

                          *                            Controller and Principal      November 14, 2000
- -----------------------------------------------------    Accounting Officer
                 Olivia M. Thompson

                          *                            Director                      November 14, 2000
- -----------------------------------------------------
                  William K. Coors

                          *                            Director                      November 14, 2000
- -----------------------------------------------------
                  W. Leo Kiely III

                                                       Director
- -----------------------------------------------------
                   Luis G. Nogales

                                                       Director
- -----------------------------------------------------
                  Pamela H. Patsley

                                                       Director
- -----------------------------------------------------
                  Wayne R. Sanders

                          *                            Director                      November 14, 2000
- -----------------------------------------------------
                   Albert C. Yates

                * /s/ PETER H. COORS
- ----------------------------------------------------
                  Attorney-in-fact
</TABLE>

                                      II-3
<PAGE>   4

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
      EXHIBIT NO.                                  DESCRIPTION
      -----------                                  -----------
<C>                        <S>
            5.1            Opinion of Perkins Coie LLP regarding the legality of the
                           securities being registered
           23.1            Consent of PricewaterhouseCoopers LLP
           23.2            Consent of Perkins Coie LLP (included in Exhibit 5.1)

           24.1            Power of Attorney (included on signature page to
                           Registration Statement, File No. 333-48194, filed October
                           19, 2000 and incorporated by reference herein)
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>d80834meex5-1.txt
<DESCRIPTION>OPINION OF PERKINS COIE LLP
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 5.1

                                November 14, 2000

Board of Directors
Adolph Coors Company
311 10th Street
Golden, CO 80401-0030

         RE:  OPINION RE: LEGALITY

Dear Sirs and Mesdames:

         We have acted as outside counsel to Adolph Coors Company, a Colorado
corporation (the "Company"), in connection with the preparation, execution, and
filing with the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Act of 1933, as amended (the "Act"), of a Registration
Statement (no. 333-48194) on Form S-3 (as amended through the date hereof, the
"Initial Registration Statement") and the Registration Statement on Form S-3 to
be filed on November 14, 2000, pursuant to Rule 462(b) promulgated under the Act
and in connection with the filing of the Initial Registration Statement,
concerning the registration of nine hundred twenty thousand (920,000) additional
Class B Common Stock (Non-Voting), without par value (the "Rule 462(b)
Registration Statement") (the Initial Registration Statement and the Rule 462(b)
Registration Statement, as may be amended or supplemented, are referred to
hereafter, collectively, as the "Registration Statements"). This opinion is
furnished to you for filing with the Commission pursuant to Item 601(b)(5) of
Regulation S-K, promulgated under the Act.

         The Registration Statements cover resales by certain selling
shareholders listed in the Registration Statements (the "Selling Shareholders")
of certain shares of the Company's Class B Common Stock (Non-Voting), without
par value (the "Class B Stock"), to the public pursuant to an underwriting
agreement by and among the Company, the Selling Shareholders, and Morgan Stanley
Dean Witter, Goldman, Sachs & Co., J.P. Morgan & Co., and Banc of America
Securities LLC, as representatives of the underwriters (the "Underwriting
Agreement").

         In our representation of the Company, we have examined (1) the
Registration Statements, (2) the Company's Amended and Restated Articles of
Incorporation and


<PAGE>   2
November 14, 2000
Opinion re: Legality
Adolph Coors Company
Page 2


Bylaws, (3) the resolutions of the Company's Board of Directors as recorded in
the Company's minute book, (4) the resolutions of the Company's Special
Committee formed in connection with the Registration Statement as recorded in
the Company's minute book, (5) the form of the Underwriting Agreement filed with
the Commission as Exhibit 1.1 to the Registration Statement, (6) certain
certificates executed by officers of the Company or its transfer agent, and (7)
such other documents and instruments as we have considered necessary for the
purposes of rendering the opinions expressed below.

         Based upon the foregoing, we are of the opinion that the nine hundred
twenty thousand (920,000) shares of Class B Stock, which are the subject of the
462(b) Registration Statement and were issued by the Company to the Selling
Shareholders, have been duly authorized and validly issued and are fully paid
and non-assessable.

         The opinions expressed herein are limited to the laws of the Colorado
Business Corporation Act and the Act.

         We hereby consent to the use of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the use of our name under the heading "Legal
Matters" in related prospectuses. In giving this consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission promulgated thereunder.

                                    Very truly yours,

                                    /s/ Perkins Coie LLP
                                   ----------------------------------------
                                   Perkins Coie LLP


SCS:scs

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>d80834meex23-1.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 to be filed pursuant to Rule 462 of our
report dated February 9, 2000 related to the consolidated financial statements
of Adolph Coors Company and its subsidiaries, which appears in the Registration
Statement on Form S-3, as amended as of October 27, 2000. We also consent to the
incorporation by reference in this Registration Statement of our report dated
February 9, 2000 relating to the financial statement schedule which appears in
the Adolph Coors Company's Annual Report on Form 10-K for the year ended
December 26, 1999. We also consent to the incorporation by reference in the
Registration Statement of the references to us under the heading "Experts",
"Summary Historical Consolidated Financial Data" and "Selected Historical
Consolidated Financial Data" in the Registration Statement on Form S-3, as
amended as of October 27, 2000.

/s/ PricewaterhouseCoopers LLP
- ----------------------------------
PricewaterhouseCoopers LLP
Denver, Colorado
November 14, 2000

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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