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BROWN FORMAN CORP — Major Shareholding Notification 2003
Feb 13, 2003
30482_mrq_2003-02-13_6397395a-7558-4380-9ddf-94cd046bd1ce.zip
Major Shareholding Notification
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SC 13D/A 1 g80646dssc13dza.htm BROWN-FORMAN CORPORATION / DACE BROWN STUBBS sc13dza PAGEBREAK
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 4)*
BROWN-FORMAN CORPORATION
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
115637-10-0
(Cusip Number)
Thomas E. Rutledge Ogden Newell & Welch PLLC 1700 PNC Plaza 500 West Jefferson Street Louisville, Kentucky 40202 (502) 582-1601
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 1, 2003
(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 persons 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).
PAGEBREAK
| CUSIP No. 115637-10-0 — 1. | Name of Reporting Person: Dace Brown
Stubbs | | I.R.S. Identification Nos. of above
persons (entities only): ###-##-#### |
| --- | --- | --- | --- |
| 2. | Check the Appropriate Box if a Member of
a Group (See Instructions): | | |
| | (a) | o | |
| | (b) | o | |
| 3. | SEC Use Only: | | |
| 4. | Source of Funds (See
Instructions): N/A | | |
| 5. | Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e): o | | |
| 6. | Citizenship or Place of
Organization: United States of America | | |
| Number
of Shares Beneficially Owned by Each Reporting Person
With | | | |
| | | 7. | Sole Voting
Power: 1,000 |
| | | 8. | Shared Voting Power: 9,604,864 |
| | | 9. | Sole Dispositive Power: 1,000 |
| | | 10. | Shared Dispositive Power: 9,604,864 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 9,605,864 | | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): o | | |
| 13. | Percent of Class Represented by Amount in Row
(11): 33.25% | | |
| 14. | Type of Reporting Person (See Instructions): IN | | |
2 PAGEBREAK
| Item 1. | Security and Issuer |
|---|---|
| Brown-Forman Corporation Class A Common Stock 850 Dixie Highway Louisville, Kentucky 40210 | |
| Item 2. | Identity and Background |
| a) Name: Dace Brown Stubbs b) Principal | |
| Business address: 135 Sago Palm Road Vero Beach, Florida 32963 c) | |
| Private Investor; Director, Brown-Forman Corporation d) Criminal | |
| Convictions: No criminal convictions in the last five years (excluding traffic | |
| violations or similar misdemeanors). e) Securities Proceedings: No | |
| judgments, decrees or final orders enjoining further violations of, or | |
| prohibiting or mandating activities subject to federal or state securities laws | |
| of finding any violations with respect to such laws. f) Citizenship: United | |
| States of America | |
| Item 3. | Source and Amount of Funds or Other |
| Consideration | |
| Please see description of share exchange | |
| transaction set forth under Item 4 below. | |
| Item 4. | Purpose of Transaction |
| This filing is made on a voluntary basis to bring | |
| the undersigned's disclosure of beneficial ownership current as of January 1, | |
| 2003. On May 3, 2002, Sandra Frazier entered into a share exchange agreement | |
| with a trust for which the undersigned serves as an advisor. Pursuant to that | |
| agreement, Sandra Frazier surrendered 160,000 shares of Brown-Forman Corporation | |
| Class A (voting) Common Stock and received from the trust Class B (non-voting) | |
| common stock of Brown-Forman Corporation. This exchange resulted in less than a | |
| 1% change in the undersigned's beneficial interest in Class A Common Stock. The undersigned, with certain others identified below, serves as a member of the | |
| Advisory Committee to a trust from which, on August 30, 2002, 700,000 shares of | |
| Brown-Forman Corporation Class A Common Stock were transferred (pursuant to the | |
| trustee's power to encroach) to the direct ownership of the trust beneficiary | |
| and subsequently contributed to a partnership. On September 9, 2002, a further | |
| 876,017 shares of Brown-Forman Corporation Class A Common Stock were transferred | |
| (pursuant to the trustee's power to encroach) to a partnership controlled by | |
| that beneficiary. These transfers divested the undersigned of beneficial | |
| ownership of those shares, but beneficial ownership was reacquired upon the | |
| receipt of general partner units in those partnerships. |
3 PAGEBREAK
| Item 5. |
|---|
| The amount of shares beneficially owned by the |
| undersigned as of January 1, 2003, is as follows: |
| Number | of Class | ||
|---|---|---|---|
| (a) | Beneficially Owned | 9,605,864 | 33.25 % |
| (b) | Sole Voting Power | 1,000 | |
| Shared Voting Power | 9,604,864 | ||
| Sole Disposition Power | 1,000 | ||
| Shared Disposition Power | 9,604,864 |
| (c) | None. |
|---|---|
| (d) | The undersigned, as a member of the Advisory Committee to certain trusts, with two |
| other Advisory Committee members, shares voting and disposal powers over shares | |
| of Brown-Forman Corporation Class A common stock exceeding 5% of the class. | |
| Those other advisors are W.L. Lyons Brown, Jr., Hilliard-Lyons Center, 501 Fourth | |
| Avenue, Louisville, Kentucky 40202, Retired, former Chairman of the Board and | |
| Chief Executive Officer of Brown-Forman Corporation, currently United States | |
| Ambassador to Austria, and Owsley Brown Frazier, The Bittners Building, 4938 | |
| Brownsboro Road, Suite 200, Louisville, Kentucky 40222, Retired, former Vice | |
| Chairman of Brown-Forman Corporation. Neither Mr. W.L. Lyons Brown, Jr. nor | |
| Mr. Owsley Brown Frazier has been convicted of a criminal offense or been found | |
| liable in a civil action involving securities laws in the last five years. Both are United | |
| States citizens. | |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer |
| --- | --- |
| | None. |
| Item 7. | Material to Be Filed as Exhibits |
| | None. |
4 PAGEBREAK
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: February 11, 2003 | |
|---|---|
| By: | /s/ |
| Name: | Dace Brown Stubbs |
| Title: |
Do not delete the "br clear..." code, so the text will not wrap around the table above
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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