SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULE 13D-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(FINAL AMENDMENT)
Brown-Forman Corporation
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
115637209
(CUSIP Number)
July 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
| CUSIP No. 115637209 |
Page 1 of 8 Pages |
| 1) |
Names of Reporting Persons IRS Identification No. Of Above Persons
The PNC Financial Services Group, Inc. 25-1435979 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions)
a) ¨ b) ¨ | |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
Pennsylvania | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power
*
* See the response to Item 5. | ||||
| 6) | Shared Voting Power
*
* See the response to Item 5. | |||||
| 7) | Sole Dispositive Power
*
* See the response to Item 5. | |||||
| 8) | Shared Dispositive Power
*
* See the response to Item 5. | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
*
* See the response to Item 5. | |||||
| 10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ¨
| |||||
| 11) |
Percent of Class Represented by Amount in Row (9)
*
* See the response to Item 5. | |||||
| 12) |
Type of Reporting Person (See Instructions)
HC | |||||
| CUSIP No. 115637209 |
Page 2 of 8 Pages |
| 1) |
Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Bancorp, Inc. 51-0326854 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions)
a) ¨ b) ¨ | |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power
*
* See the response to Item 5. | ||||
| 6) | Shared Voting Power
*
* See the response to Item 5. | |||||
| 7) | Sole Dispositive Power
*
* See the response to Item 5. | |||||
| 8) | Shared Dispositive Power
*
* See the response to Item 5. | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
*
* See the response to Item 5. | |||||
| 10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ¨
| |||||
| 11) |
Percent of Class Represented by Amount in Row (9)
*
* See the response to Item 5. | |||||
| 12) |
Type of Reporting Person (See Instructions)
HC | |||||
| CUSIP No. 115637209 |
Page 3 of 8 Pages |
| 1) |
Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Bank, National Association 22-1146430 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions)
a) ¨ b) ¨ | |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power
*
* See the response to Item 5. | ||||
| 6) | Shared Voting Power
*
* See the response to Item 5. | |||||
| 7) | Sole Dispositive Power
*
* See the response to Item 5. | |||||
| 8) | Shared Dispositive Power
*
* See the response to Item 5. | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
*
* See the response to Item 5. | |||||
| 10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ¨
| |||||
| 11) |
Percent of Class Represented by Amount in Row (9)
*
* See the response to Item 5. | |||||
| 12) |
Type of Reporting Person (See Instructions)
BK | |||||
| CUSIP No. 115637209 |
Page 4 of 8 Pages |
| 1) |
Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Capital Advisors, LLC 27-0640560 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions)
a) ¨ b) ¨ | |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power
*
* See the response to Item 5. | ||||
| 6) | Shared Voting Power
*
* See the response to Item 5. | |||||
| 7) | Sole Dispositive Power
*
* See the response to Item 5. | |||||
| 8) | Shared Dispositive Power
*
* See the response to Item 5. | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
*
* See the response to Item 5. | |||||
| 10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ¨
| |||||
| 11) |
Percent of Class Represented by Amount in Row (9)
*
* See the response to Item 5. | |||||
| 12) |
Type of Reporting Person (See Instructions)
IA | |||||
| CUSIP No. 115637209 |
Page 5 of 8 Pages |
| 1) |
Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Delaware Trust Company 81-0581990 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions)
a) ¨ b) ¨ | |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power
*
* See the response to Item 5. | ||||
| 6) | Shared Voting Power
*
* See the response to Item 5. | |||||
| 7) | Sole Dispositive Power
*
* See the response to Item 5. | |||||
| 8) | Shared Dispositive Power
*
* See the response to Item 5. | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
*
* See the response to Item 5. | |||||
| 10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ¨
| |||||
| 11) |
Percent of Class Represented by Amount in Row (9)
*
* See the response to Item 5. | |||||
| 12) |
Type of Reporting Person (See Instructions)
BK | |||||
Page 6 of 8 Pages
ITEM 1(a)—NAME OF ISSUER:
Brown-Forman Corporation
ITEM 1(b)—ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
850 Dixie Highway
Louisville, Kentucky 40210
ITEM 2(a)—NAME OF PERSON FILING:
The PNC Financial Services Group, Inc.; PNC Bancorp, Inc.; PNC Bank, National
Association; PNC Capital Advisors, LLC; and PNC Delaware Trust Company
ITEM 2(b)—ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The PNC Financial Services Group, Inc.—One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222-2707
PNC Bancorp, Inc.—222 Delaware Avenue, Wilmington, DE 19801
PNC Bank, National Association—One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222-2707
PNC Capital Advisors, LLC—One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222-2707
PNC Delaware Trust Company – 222 Delaware Avenue, Wilmington, DE 19801
ITEM 2(c)—CITIZENSHIP:
The PNC Financial Services Group, Inc.—Pennsylvania
PNC Bancorp, Inc.—Delaware
PNC Bank, National Association—United States
PNC Capital Advisors, LLC – Delaware
PNC Delaware Trust Company—Delaware
ITEM 2(d)—TITLE OF CLASS OF SECURITIES:
Class B Common Stock
ITEM 2(e)—CUSIP NUMBER:
115637209
ITEM 3—IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
| (a) | ¨ Broker or dealer registered under Section 15 of the Exchange Act; |
| (b) | x Bank as defined in Section 3(a)(6) of the Exchange Act; |
| (c) | ¨ Insurance Company as defined in Section 3(a)(19) of the Exchange Act; |
| (d) | ¨ Investment Company registered under Section 8 of the Investment Company Act; |
| (e) | x An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ¨ An Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | x A Parent Holding Company or Control Person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | ¨ A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ¨ A Church Plan that is excluded from the definition of an Investment Company under Section 3(c)(14) of the Investment Company Act; |
| (j) | ¨ Group, in accordance with Rule 13d(b)(1)(ii)(J). |
If this statement is filed pursuant to Rule 13d-1(c), check this box. ¨
Page 7 of 8 Pages
ITEM 4—OWNERSHIP:
The following information is as of July 31, 2012:
| (a) |
Amount Beneficially Owned: |
|
* *See the response to Item 5. |
| ||||
| (b) |
Percent of Class: |
|
* *See the response to Item 5. |
| ||||
| (c) |
Number of shares to which such person has: | |||||||
| (i) | sole power to vote or to direct the vote | * | ||||||
| (ii) | shared power to vote or to direct the vote | * | ||||||
| (iii) | sole power to dispose or to direct the disposition of | * | ||||||
| (iv) | shared power to dispose or to direct the disposition of | * | ||||||
| *See the response to Item 5. | ||||||||
ITEM 5—OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Each reporting person has ceased to beneficially own more than 5% of the stock of the issuer.
ITEM 6—OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable.
ITEM 7—IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Included are the following subsidiaries of The PNC Financial Services Group, Inc.—HC:
PNC Bancorp, Inc.—HC (wholly owned subsidiary of The PNC Financial Services Group, Inc.)
PNC Bank, National Association—BK (wholly owned subsidiary of PNC Bancorp, Inc.)
PNC Capital Advisors, LLC—IA (wholly owned subsidiary of PNC Bank, National Association)
PNC Delaware Trust Company – BK (wholly owned subsidiary of PNC Bank, National Association)
ITEM 8—IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
ITEM 9—NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
Page 8 of 8 Pages
ITEM 10—CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and 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.
| August 10, 2012 |
August 10, 2012 | |||||||
| Date | Date | |||||||
| By: | /s/ William S. Demchak | By: | /s/ George P. Long, III | |||||
| Signature – The PNC Financial Services Group, Inc. | Signature – PNC Capital Advisors, LLC | |||||||
| William S. Demchak, President | George P. Long, III, Assistant Secretary | |||||||
| Name & Title | Name & Title | |||||||
| August 10, 2012 |
August 10, 2012 | |||||||
| Date | Date | |||||||
| By: | /s/ George P. Long, III | By: | /s/ George P. Long, III | |||||
| Signature – PNC Bancorp, Inc. | Signature – PNC Delaware Trust Company | |||||||
| George P. Long, III, Assistant Secretary | George P. Long, III, Assistant Secretary | |||||||
| Name & Title | Name & Title | |||||||
| August 10, 2012 |
||||||||
| Date | ||||||||
| By: | /s/ William S. Demchak | |||||||
| Signature – PNC Bank, National Association | ||||||||
| William S. Demchak, President | ||||||||
| Name & Title | ||||||||
AN AGREEMENT TO FILE A JOINT STATEMENT WAS PREVIOUSLY FILED