- Amended Statement of Ownership (SC 13G/A)
17 Februar 2009 - 5:18PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
Rule 13d-1(d)
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1
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Geo. Garvin Brown IV
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,024,168
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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3,024,168
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,024,168
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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N/A
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.3%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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1
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Campbell P. Brown
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,083,686
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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3,083,686
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,083,686
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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N/A
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.5%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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1
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Geo. Garvin Brown III
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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5
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SOLE VOTING POWER
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NUMBER OF
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95,014
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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5,448,290
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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95,014
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WITH:
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8
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SHARED DISPOSITIVE POWER
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5,448,290
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,543,304
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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N/A
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Item 1(a) and 1(b). Name of Issuer and Address of Issuers Principal Executive Offices
Brown-Forman Corporation
850 Dixie Highway
Louisville, Kentucky 40210
Item 2.
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a)
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Names of persons filing:
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Geo. Garvin Brown IV
Campbell P. Brown
Geo. Garvin Brown III
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b)
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Principal business addresses of reporting persons
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Geo. Garvin Brown IV
850 Dixie Highway
Louisville, Kentucky 40210
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Campbell P. Brown
850 Dixie Highway
Louisville, Kentucky 40210
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Geo. Garvin Brown III
6009 Brownsboro Park Boulevard, Suite B
Louisville, Kentucky 40207
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c)
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Citizenship: Each of the reporting persons is a citizen of the United States
of America.
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d)
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Title of class of securities: Brown-Forman Corporation Class A Common Stock
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e)
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CUSIP No.: 0115637-10-0
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
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(a)
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o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act
of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F).
(g)
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A parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G).
(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813).
(i)
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A church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)
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Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Geo. Garvin Brown IV, Campbell P. Brown, and Geo. Garvin Brown III have agreed in principle to
act together for the purpose of holding and voting certain equity securities of the issuer, through
their formation of CBGB LLC, a Delaware limited liability company. Therefore, for purposes of this
Schedule 13G, and except as otherwise noted herein, each reporting person may be deemed to have
acquired beneficial ownership of the equity securities of the issuer beneficially owned by each of
the other reporting persons. As of December 31, 2008, the aggregate beneficial ownership of the
Geo. Garvin Brown IV, Campbell P. Brown, and Geo. Garvin Brown III group is 4,547,272 shares of
Class A Common Stock, or 8.0% of the issued and outstanding Class A Common Stock of the issuer.
The number of shares of Class A Common Stock beneficially owned by each reporting person as of
December 31, 2008 is as follows:
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Geo. Garvin Brown IV:
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(a
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Beneficially Owned
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3,024,168
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(b
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Percent of Class
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5.3
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%
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(c
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Sole Voting Power
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0
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Shared Voting Power
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3,024,168
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Sole Disposition Power
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0
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Shared Disposition Power
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3,024,168
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Campbell P. Brown:
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(a
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Beneficially Owned
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3,083,686
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(b
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Percent of Class
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5.5
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%
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(c
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Sole Voting Power
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0
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Shared Voting Power
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3,083,686
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Sole Disposition Power
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0
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Shared Disposition Power
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3,083,686
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Geo. Garvin Brown III:
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(a
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Beneficially Owned
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5,543,304
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(1)
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(b
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Percent of Class
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9.8
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%
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(c
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Sole Voting Power
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95,014
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Shared Voting Power
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5,448,290
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(1)
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Sole Disposition Power
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95,014
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Shared Disposition Power
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5,448,290
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(1)
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(1)
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Geo. Garvin Brown III serves as one member of a
three-member advisory committee to two trusts holding, in the
aggregate, 1,055,550 shares of Class A Common Stock (the Trust
Shares). Although he shares voting and dispositional control of the
Trust Shares, he has no direct or indirect pecuniary interest in them
and disclaims beneficial ownership of them. Out of a desire for
transparency, he includes the Trust Shares in his aggregate beneficial
ownership. However, the group created by the undersigned individuals
does not consider the Trust Shares to be beneficially owned by the
group and does not attribute beneficial ownership of the Trust Shares
to the aggregate holdings of the group.
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following
o
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Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Geo. Garvin Brown IV, Campbell P. Brown, and Geo. Garvin Brown III have agreed in principle to
act together for the purpose of holding and voting certain equity securities of the issuer, through
their formation of CBGB LLC, a Delaware limited liability company (the LLC). The LLC holds in
the aggregate 2,642,357 shares (the LLC Shares), or 4.7%, of the issued and outstanding Class A
Common Stock of the issuer. The LLC has the right to receive the dividends and the proceeds of
sale from the LLC Shares.
Other individuals have the right to receive the dividends and the proceeds of sale from
certain of the shares for which the undersigned have shared voting and dispositional control,
including without limitation the Trust Shares described in Footnote 1 to Item 4.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person
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N/A
Item 8. Identification and Classification of Members of the Group.
See Item 2.
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect.
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.
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Date: February 3, 2009
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/s/ Geo. Garvin Brown IV
Geo. Garvin Brown IV
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/s/ Campbell P. Brown
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/s/ Geo. Garvin Brown III
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AGREEMENT AMONG REPORTING PERSONS
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The undersigned hereby agrees as follows:
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1.
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Each of them is individually eligible to use the Schedule 13G, as amended, to which this
Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
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2.
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Each of them is responsible for the timely filing of such Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information concerning such person
contained therein; but none of them is responsible for the completeness or accuracy of the
information concerning the other person making the filing, unless such person knows or has
reason to believe that such information is inaccurate.
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Dated:
February 3, 2009
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/s/ Geo. Garvin Brown IV
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/s/ Campbell P. Brown
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/s/ Geo. Garvin Brown III
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