SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 14, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 8)
(INCLUDING A RESTATEMENT OF SCHEDULE 13G
AND AMENDMENT NOS. 1 THROUGH 7 THERETO)
COCA-COLA ENTERPRISES INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
191219 10 4
(CUSIP Number)
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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).
(Continued on the following pages)
Page 1 of 39
CUSIP No. 191219 10 4 13G Page 2 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE COCA-COLA COMPANY
E.I.D. 58-0628456
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
168,956,718 (See Attachment A, Note 1)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH N/A
REPORTING
7 SOLE DISPOSITIVE POWER
168,956,718 (See Attachment A, Note 1)
PERSON 8 SHARED DISPOSITIVE POWER
WITH
N/A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,956,718 (See Attachment A, Note 1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
37.9579 (See Attachment A, Note 1)
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 39
CUSIP No. 191219 10 4 13G Page 3 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BOTTLING INVESTMENTS CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
166,993,038 (See Attachment A, Note 2)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH N/A
REPORTING
7 SOLE DISPOSITIVE POWER
166,993,038 (See Attachment A, Note 2)
PERSON 8 SHARED DISPOSITIVE POWER
WITH
N/A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,993,038 (See Attachment A, Note 2)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
37.4530 (See Attachment A, Note 2)
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 39
CUSIP No. 191219 10 4 13G Page 4 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ACCBC HOLDING COMPANY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
41,400,093 (See Attachment A, Note 2)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH N/A
REPORTING
7 SOLE DISPOSITIVE POWER
41,400,093 (See Attachment A, Note 2)
PERSON 8 SHARED DISPOSITIVE POWER
WITH
N/A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,400,093 (See Attachment A, Note 2)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3010 (See Attachment A, Note 2)
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 39
SCHEDULE 13G - AMENDMENT NO. 8, DATED FEBRUARY 14, 2002, FILED WITH THE
COMMISION ON FEBRUARY 14, 2002
Attachment A is hereby amended by deleting the existing disclosure and
substituting the following therefor:
ATTACHMENT A
NOTE 1:
- ------
1,963,680 Shares owned directly by The Coca-Cola Company.
125,592,945 Shares owned by Bottling Investments Corporation, a
wholly owned subsidiary of The Coca-Cola Company.
41,400,093 Shares owned by ACCBC Holding Company, a wholly owned
subsidiary of Bottling Investments Corporation.
NOTE 2:
- ------
125,592,945 Shares owned directly by Bottling Investments
Corporation.
41,400,093 Shares owned by ACCBC Holding Company, a wholly owned
subsidiary of Bottling Investments Corporation.
See Note 1 above with respect to the beneficial ownership of Common Stock
by Bottling Investments Corporation and ACCBC Holding Company.
Page 5 of 39
ITEM 1(a) NAME OF ISSUER
COCA-COLA ENTERPRISES INC.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
Item 1(b) is hereby amended to read as follows:
2500 Windy Ridge Parkway
Atlanta, Georgia 30339
ITEM 2(a) NAME OF PERSON FILING
This Schedule 13G is filed on behalf of The Coca-Cola Company,
Coca-Cola Bottling Enterprises, Inc. and ACCBC Holding Company.
SCHEDULE 13G - AMENDMENT NO. 5, DATED JANUARY 3, 1991, FILED WITH THE
COMMISSION ON JANUARY 4, 1991
This Item is amended to read as follows:
This Schedule 13G is filed on behalf of The Coca-Cola Company,
Bottling Investments Corporation (formerly Coca-Cola Bottling
Enterprises, Inc.) and ACCBC Holding Company.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE
Item 2(b) is hereby amended to read as follows:
2500 Windy Ridge Parkway
Atlanta, Georgia 30339
Item 2(c) CITIZENSHIP
Delaware
Item 2(d). TITLE OF CLASS OF SECURITIES
Common Stock, $1.00 par value
Item 2(e). CUSIP NUMBER
191219 10 4
Page 6 of 39
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), CHECK
WHETHER THE PERSON FILING IS A:
N/A
Item 4. OWNERSHIP
SCHEDULE 13G [INITIAL FILING], DATED FEBRUARY 11, 1987, FILED WITH THE
COMMISSION ON FEBRUARY 12, 1987
See cover pages and Attachment A.
SCHEDULE 13G - AMENDMENT NO. 1, DATED DECEMBER 22, 1988, FILED WITH THE
COMMISSION ON DECEMBER 23, 1988
Item 4 is hereby amended by deleting the existing disclosure and
substituting the following therefor:
(a) Amount Beneficially Owned:
63,300,000 shares (See Attachment B)
(b) Percent of Class:
Approximately 47.56% (See Attachment B)
(c) Number of Shares as to which such person has
(See Attachment B):
(1) sole power to vote or to direct the vote:
63,300,000 shares
(2) shared power to vote or to direct the vote:
None
(3) sole power to dispose of or to direct the disposition
of:
63,300,000 shares
(4) shared power to dispose of or to direct the
disposition of:
None
On December 22, 1988, The Coca-Cola Company and Coca-Cola Enterprises
Inc. ("CCE") entered into an Agreement (the "Agreement") with respect to
the repurchase by CCE of shares of Common Stock, par
Page 7 of 39
SCHEDULE 13G - AMENDMENT NO. 1, DATED DECEMBER 22, 1988, FILED WITH THE
COMMISSION ON DECEMBER 23, 1988
value $1.00 per share (the "Common Stock"), of CCE from KO and its
subsidiaries (the "Holders") in connection with a share repurchase program
for up to 25,000,000 shares of Common Stock to be undertaken by CCE (the
"Repurchase Program").
CCE states in the Agreement its intent to repurchase in December 1988
from the Holders an aggregate of up to but not more than 8,000,000 shares
of Common Stock, on the fourth business day after notice is given by CCE
(the date of notice to be determined by CCE in its discretion) at a price
per share equal to the average of the high and low sale prices of the
Common Stock on the New York Stock Exchange on the five full trading days
immediately preceding the date on which The Coca-Cola Company receives such
notice from CCE. The Agreement further provides that CCE shall not be
obligated to repurchase any shares of Common Stock unless and until it
provides the aforesaid notice to The Coca-Cola Company. CCE has notified
The Coca-Cola Company of its intention to purchase 5,300,000 shares (the
"Initial Shares") of Common Stock from The Coca-Cola Company in 1988 at a
repurchase price, calculated in accordance with the Agreement, of $14.5375
per share. Of the Initial Shares, 2,790,450 shares will be sold by ACCBC
Holding Company, an indirect wholly owned subsidiary of The Coca-Cola
Company and a direct subsidiary of Bottling Investments Corporation, and
2,509,550 shares will be sold by Bottling Investments Corporation, a direct
wholly owned subsidiary of The Coca-Cola Company.
The Agreement contemplates that following the repurchase of the
Initial Shares, CCE shall continue the Repurchase Program at least until
the Holders are restored to an aggregate 49% ownership interest in CCE,
unless CCE receives advice of its counsel that it is legally prohibited
from continuing the Repurchase Program or unless the continuance of the
Repurchase Program would violate any fiduciary duty of CCE. However, CCE is
prohibited under the Agreement from repurchasing that number of shares from
the public which would cause the Holders to own, in the aggregate at any
time, 50% or more of the outstanding common shares of CCE.
The purchase price for the Initial Shares is subject to upward or
downward adjustment based on the aggregate purchase price, net of
commissions, paid by CCE for that number of shares of Common Stock
purchased by CCE from stockholders (other than shares repurchased from the
Holders pursuant to the Agreement) equal to the number of Initial Shares
(the "Initial Public Shares"). Within five business days after the date
upon which CCE shall have acquired from stockholders other than the Holders
a number of shares equal to the number of Initial Shares, the difference
between the aggregate purchase price for the Initial Shares and the
aggregate purchase price, net of commissions, for the Initial Public Shares
shall be paid by CCE to The Coca-Cola Company if the purchase price for the
Initial Public Shares is greater than the purchase price for the Initial
Shares, or by The Coca-Cola Company to CCE if the purchase price for the
Initial Shares is greater than the
Page 8 of 39
SCHEDULE 13G - AMENDMENT NO. 1, DATED DECEMBER 22, 1988, FILED WITH THE
COMMISSION ON DECEMBER 23, 1988
purchase price for the Initial Public Shares. If CCE has not purchased
the Initial Public Shares by December 31, 1989, then the adjusting payment
shall be calculated based upon the weighted average purchase price, net of
commissions, paid by CCE to stockholders other than the Holders for the
purchase of Common Stock in December 1988 and calendar year 1989, provided
that CCE shall, by December 31, 1989, have purchased sufficient shares of
Common Stock to restore the Holders to an aggregate 49% ownership interest
in CCE. If CCE shall not have acquired such number of shares, then the
adjusting payment shall be made when CCE does purchase a sufficient number
of shares of Common Stock to restore the Holders to such 49% ownership
interest, at the weighted average price per share, net of commissions, paid
by CCE for such shares. If, prior to making the adjusting payment, CCE
shall determine in good faith in accordance with standards set forth in the
Agreement that it is prudent to terminate the Repurchase Program, it shall
provide written notice to The Coca-Cola Company and the adjusting payment
shall be calculated based upon the weighted average purchase price, net of
commissions, paid by CCE to stockholders other than the Holders for the
purchase of Common Stock, provided that if CCE shall have purchased fewer
than 2,000,000 shares of Common Stock from stockholders other than the
Holders, then the adjusting payment shall be made only with respect to that
number of the Initial Shares equal to the number of shares purchased from
stockholders other than the Holders.
The Agreement further provides that interest on any adjusting payment
shall be paid at a rate equal to the 30-day composite AA commercial paper
rate, from the date of the December 1988 repurchase of the Initial Shares
through the date preceding the date such adjusting payment is made. Such
interest rate shall initially be the rate released by the Federal Reserve
Board on December 29, 1988 and shall be adjusted thereafter on the first
business day of each calendar month, prospectively, based on the rate
released by the Federal Reserve Board on such day.
The Agreement further provides that in the event CCE repurchases from
stockholders other than the Holders that number of shares of Common Stock
which causes the Holders to own, in the aggregate, more than 49% of the
then outstanding shares of Common Stock, then CCE shall be obligated to
repurchase additional shares of Common Stock from the Holders equal to that
number of shares of Common Stock which shall restore the Holders to a 49%
aggregate ownership interest in CCE, at per share prices equal to the
weighted average price (less commissions) paid under the Repurchase Program
for the shares which cause the ownership interest of the Holders to exceed
49%. CCE is obligated under the Agreement to give written notice to The
Coca-Cola Company at the close of the first business day after the last
business day of each week during the term of the Repurchase Program, and at
the close of business on the second day preceding the last business day in
each of calendar years 1988, 1989 and 1990, of the number of shares of
Common Stock repurchased pursuant to the Repurchase Program through such
date.
Page 9 of 39
SCHEDULE 13G - AMENDMENT NO. 1, DATED DECEMBER 22, 1988, FILED WITH THE
COMMISSION ON DECEMBER 23, 1988
ATTACHMENT B
Number of Shares Beneficially Owned: 63,300,000:
2,607,139 shares owned directly by The Coca-Cola Company
45,098,542 shares directly owned by Bottling Investments
Corporation, a wholly owned subsidiary of The
Coca-Cola Company
15,594,319 shares directly owned by ACCBC Holding Company,
a wholly owned subsidiary of Bottling
Investments Corporation
As noted above in Item 4, Bottling Investments Corporation has agreed
to sell 2,509,550 shares and ACCBC Holding Company has agreed to sell
2,790,450 shares of Common Stock of Coca-Cola Enterprises Inc. ("CCE") on
December 29, 1988. The foregoing share amounts and percentages reflect such
repurchases by CCE. Prior to such repurchases, the aggregate amount of
shares beneficially owned by The Coca-Cola Company was 68,600,000 shares,
or 49.57 % of the shares of Common Stock outstanding prior to such
repurchase.
Page 10 of 39
SCHEDULE 13G - AMENDMENT NO. 2, DATED OCTOBER 12, 1989, FILED WITH THE
COMMISSION ON OCTOBER 13, 1989
Item 4 is hereby amended by deleting the existing disclosure and
substituting the following therefor:
(a) Amount Beneficially Owned:
63,180,815 shares of Common Stock, par value $1.00 per share
(See Attachment B)
(b) Percent of Class:
Approximately 49.0% (based on 128,940,439 outstanding shares
of Common Stock at October 6, 1989)
(c) Number of Shares as to which such person has (See Attachment B):
(1) sole power to vote or to direct the vote:
63,180,815 shares
(2) shared power to vote or to direct the vote:
None
(3) sole power to dispose of or to direct the disposition
of:
63,180,815 shares
(4) shared power to dispose of or to direct the
disposition of:
None
As previously reported, on December 22, 1988, The Coca-Cola Company
and Coca-Cola Enterprises Inc. ("CCE") entered into an Agreement (the
"Agreement") with respect to the repurchase by CCE of shares of Common
Stock, par value $1.00 per share (the "Common Stock"), of CCE from The
Coca-Cola Company and subsidiaries of The Coca-Cola Company (collectively,
the "Holders") in connection with an issuer share repurchase program (the
"Repurchase Program") for up to 25,000,000 shares of Common Stock. Under
the Agreement, CCE is obligated to repurchase, from time to time,
additional shares of Common Stock from the Holders to restore the Holders
to a 49% aggregate ownership interest in CCE when, as a result of
repurchases under the Repurchase Program, the Holders own, in the
aggregate, more than 49% of the outstanding shares of Common Stock. The
Agreement provides that such repurchases from Holders shall be at a per
share price equal to the weighted average price (less commissions) paid
under the Repurchase Program for the shares which caused the ownership
interest of the Holders to exceed 49%.
Page 11 of 39
SCHEDULE 13G - AMENDMENT NO. 2, DATED OCTOBER 12, 1989, FILED WITH THE
COMMISSION ON OCTOBER 13, 1989
Pursuant to the foregoing provisions of the Agreement, on October 12,
1989, CCE repurchased an aggregate of 119,185 shares of Common Stock from
ACCBC Holding Company for a per share price of $17.82. Furthermore, it is
anticipated that CCE will make further repurchases of shares of Common
Stock from the Holders, pursuant to the Agreement, on a weekly basis as
required to maintain the Holders' 49% aggregate ownership interest in CCE.
ATTACHMENT B
Number of Shares Beneficially Owned: 63,180,815:
2,607,139 shares owned directly by The Coca-Cola Company
45,098,542 shares directly owned by Bottling Investments
Corporation, a wholly owned subsidiary of The
Coca-Cola Company
15,475,134 shares directly owned by ACCBC Holding Company,
a wholly owned subsidiary of Bottling
Investments Corporation
Page 12 of 39
SCHEDULE 13G - AMENDMENT NO. 3, DATED NOVEMBER 7, 1989, FILED WITH THE
COMMISSION ON NOVEMBER 8, 1989
Item 4 is hereby amended by deleting the existing disclosure and
substituting the following therefor:
(a) Amount Beneficially Owned:
61,852,339 shares of Common Stock, par value $1.00 per
share (See Attachment B)
(b) Percent of Class:
Approximately 49%
(c) Number of Shares as to which such person has (See
Attachment B):
(1) sole power to vote or to direct the vote:
61,852,339 shares
(2) shared power to vote or to direct the vote:
None
(3) sole power to dispose of or to direct the
disposition of:
61,852,339 shares
(4) shared power to dispose of or to direct the
disposition of:
None
On November 1, 1989, Coca-Cola Enterprises Inc. ("CCE") paid
$12,736,364.99 to The Coca-Cola Company, representing the Adjusting Payment
required under Section 1(f) of the agreement (the "Agreement") dated
December 22, 1988 between The Coca-Cola Company and CCE with respect to the
repurchase by CCE of shares of Common Stock, par value $1.00 per share (the
"Common Stock"), of CCE from The Coca-Cola Company and subsidiaries of The
Coca-Cola Company (collectively, the "Holders") in connection with an
issuer share repurchase program (the "Repurchase Program") for up to
25,000,000 shares of Common Stock. A copy of the Agreement was filed as
Exhibit A to Amendment No. 1 to this Schedule 13G. The Adjusting Payment
represents the difference between the amount previously paid to The
Coca-Cola Company for the 5,300,000 shares purchased from the Holders on
December 29, 1989 and the aggregate purchase price, net of commissions, for
the initial 5,300,000 shares of Common Stock acquired (other than from the
Holders) in the Repurchase Program, plus interest. As a result of the
Adjusting Payment, the price
Page 13 of 39
SCHEDULE 13G - AMENDMENT NO. 3, DATED NOVEMBER 7, 1989, FILED WITH THE
COMMISSION ON NOVEMBER 8, 1989
per share paid by CCE for the initial 5,300,00 shares of Common Stock
acquired from the Holders was $16 94.
The Agreement provides that CCE is obligated to repurchase, from time
to time, additional shares of Common Stock from the Holders to restore the
Holders to an aggregate 49% ownership interest in CCE when, as a result of
repurchases under the Repurchase program, the Holders own, in the
aggregate, more than 49% of the outstanding shares of Common Stock.
Pursuant to such provisions of the Agreement, since October 12, 1989, the
date of the last Amendment to this Schedule 13G, CCE has purchased an
aggregate of 1,328,476 shares of Common Stock from the Holders (650,066
shares from Bottling Investments Corporation and 678,410 shares from The
Coca-Cola Company). Furthermore, it is anticipated that CCE will make
further repurchases of shares of Common Stock from the Holders, pursuant to
the Agreement, on a weekly basis as required to maintain the Holders' 49%
aggregate ownership interest in CCE.
ATTACHMENT B
Number of Shares Beneficially Owned: 61,852,339:
1,928,729 shares owned directly by The Coca-Cola
Company
44,448,476 shares directly owned by Bottling
Investments Corporation, a wholly owned
subsidiary of The Coca-Cola Company
15,475,134 shares directly owned by ACCBC Holding
Company, a wholly owned subsidiary
of Bottling Investments Corporation
Page 14 of 39
SCHEDULE 13G - AMENDMENT NO. 4, DATED FEBRUARY 6, 1990, FILED WITH THE
COMMISSION ON FEBRUARY 8, 1990
Item 4 is hereby amended by deleting the existing disclosure and
substituting the following therefore:
(a) Amount Beneficially Owned:
60,292,616 shares of Common Stock, par value $1.00 per share
(See Attachment B)
(b) Percent of Class:
Approximately 49%
(c) Number of Shares as to which such person has: (see
Attachment B)
(1) sole power to vote or direct the vote:
60,292,616 shares
(2) shared power to vote or to direct the vote:
None
(3) sole power to dispose of or to direct the disposition
of:
60,292,616 shares
(4) shared power to dispose of or to direct the disposition
of:
None
ATTACHMENT B
Number of Shares Beneficially Owned: 60,292,616:
1,293,278 shares owned directly by The Coca-Cola Company
44,422,054 shares directly owned by Bottling Investments
Corporation, a wholly owned subsidiary of The
Coca-Cola Company
14,577,284 shares directly owned by ACCBC Holding Company,
a wholly owned subsidiary of Bottling Investments
Corporation
Page 15 of 39
SCHEDULE 13G - AMENDMENT NO. 4, DATED FEBRUARY 6, 1990, FILED WITH THE
COMMISSION ON FEBRUARY 8, 1990
As previously stated in Amendment No. 3, pursuant to an agreement
between The Coca-Cola Company (the "Company") and Coca-Cola Enterprises
Inc. ("CCE") with respect to CCE's share repurchase program (the
"Agreement"), CCE is obligated to repurchase additional shares of Common
Stock from The Coca-Cola Company and certain of its subsidiaries (the
"Holders") in order to restore the Holders to an aggregate ownership of 49%
interest in CCE. Pursuant to the provisions of the Agreement, since
November 7, 1989, the date of the last Amendment to this Schedule 13G, CCE
has purchased an aggregate of 1,559,723 shares of Common Stock from the
Holders (which number includes 635,451 shares from The Coca-Cola Company,
26,422 shares from Bottling Investments Corporation and 897,850 shares from
ACCBC Holding Company). It is anticipated that CCE will continue to make
further repurchases of shares of Common Stock from the Holders throughout
1990, on a weekly basis as required to maintain the Holders' 49% aggregate
ownership interest in CCE.
Page 16 of 39
SCHEDULE 13G - AMENDMENT NO. 5, DATED JANUARY 3, 1991, FILED WITH THE
COMMISSION ON JANUARY 4, 1991
Item 4 is hereby amended by deleting the existing disclosure and
substituting the following therefore:
(a) Amount Beneficially Owned:
56,269,014 shares of Common Stock, par value $1.00 per
share (See Attachment B)
(b) Percent of Class:
Approximately 49.0%
(c) Number of Shares as to which such person has: (see
Attachment B)
(1) sole power to vote or to direct the vote:
56,269,014 shares
(2) shared power to vote or to direct the vote:
None
(3) sole power to dispose of or to direct the
disposition of:
56,269,014 shares
(4) shared power to dispose of or to direct the
disposition of:
None
ATTACHMENT B
Number of Shares Beneficially Owned: 56,269,014
604,668 shares owned directly by The Coca-Cola Company
1,864,315 shares directly owned by Bottling Investments
Corporation, a wholly owned subsidiary of The
Coca-Cola Company
13,800,031 shares directly owned by ACCBC Holding Company,
a wholly owned subsidiary of Bottling
Investments Corporation
Page 17 of 39
SCHEDULE 13G - AMENDMENT NO. 5, DATED JANUARY 3, 1991, FILED WITH THE
COMMISSION ON JANUARY 4, 1991
As previously stated in Amendment No. 4, pursuant to an agreement
between The Coca-Cola Company (the "Company") and Coca-Cola Enterprises
Inc. ("CCE") with respect to CCE's share repurchase program (the
"Agreement"), CCE was obligated weekly, after making repurchases from
persons other than The Coca-Cola Company and certain of its subsidiaries
(the "Holders") to repurchase additional shares of Common Stock from the
Holders in order to restore the Holders to an aggregate ownership interest
of 49% in CCE. Pursuant to the provisions of the Agreement, since February
6, 1990, the date of the last Amendment to this Schedule 13G, CCE has
purchased an aggregate of 3,419,662 shares of Common Stock from the Holders
(which number includes 380,086 shares from The Coca- Cola Company,
2,262,323 shares from Bottling Investments Corporation and 777,253 shares
from ACCBC Holding Company). Repurchases from the Company under this
Agreement have been completed.
As of January 1, 1991, The Coca-Cola Company and CCE entered into an
Agreement (the "New Agreement") with respect to the repurchase by CCE of
shares of Common Stock, par value $1.00 per share (the "Common Stock"), of
CCE from the Holders in connection with a share repurchase program for up
to 15,000,000 shares of Common Stock to be undertaken by CCE (the "New
Repurchase Program").
The New Agreement provides that, during the term of the New Repurchase
Program, in the event CCE repurchases from stockholders other than the
Holders a number of shares of Common Stock which causes the Holders to own,
in the aggregate, more than 49% of the then outstanding shares of Common
Stock, then CCE shall be obligated to repurchase additional shares of
Common Stock from the Holders equal to that number of shares of Common
Stock which shall restore the Holders to a 49% aggregate ownership interest
in CCE, at per share prices equal to the weighted average price (less
commissions) paid for the shares which cause the ownership interest of the
Holders to exceed 49%. CCE is obligated under the New Agreement to give
written notice to The Coca- Cola Company at the close of the first business
day after the last business day of each week during the term of the New
Repurchase Program, and at the close of business on the second day
preceding the last business day in each calendar year during the term of
the New Repurchase Program of the number of shares of Common Stock which
shall be repurchased from the Holders in order to restore them to an
aggregate 49% ownership interest in CCE. Such repurchase shall close on the
third business day of such week or, if applicable, on the last business day
of the calendar year. CCE is prohibited under the New Agreement from
repurchasing that number of shares from the public which would cause the
Holders to own, in the aggregate at any time, 50% or more of the
outstanding common shares of CCE.
Page 18 of 39
SCHEDULE 13G - AMENDMENT NO. 6, DATED SEPTEMBER 6, 1991, FILED WITH THE
COMMISSION ON SEPTEMBER 6, 1991
Item 4 is amended and supplemented by adding to the information
previously filed under this item the following:
On August 27, 1991, The Coca-Cola Company agreed with Johnston
Coca-Cola Bottling Group, Inc. ("Johnston") that it would recommend to the
Board of Directors of Coca-Cola Enterprises Inc. ("CCE") a transaction in
which Johnston would be acquired by CCE in exchange for 30,000,000 newly
issued shares of CCE common stock. Because The Coca-Cola Company owns
approximately 20% of the common stock of Johnston, in addition to its
ownership of 49% of the common stock of CCE, The Coca-Cola Company
recommended the formation of a special committee of directors not
affiliated with The Coca-Cola Company to consider and make a recommendation
regarding the combination. The Coca-Cola Company advised Johnston that it
would only plan to vote its CCE shares in favor of the merger if the merger
was recommended by the special committee. A special meeting of the Board of
Directors of CCE was held on August 29, 1991 at which the only action taken
was the appointment of the special committee to consider and make a
recommendation regarding the proposal.
The proposed transaction is subject to negotiation of a definitive
purchase agreement and approval of the Board of Directors and shareholders
of both CCE and Johnston. In addition to requiring Board and shareholder
approval of both CCE and Johnston, the proposed transaction would be
subject to the receipt of fairness opinions from investment bankers for
both parties, expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, and other customary conditions.
Following the combination, The Coca-Cola Company's ownership interest would
be reduced from approximately 49% to approximately 43% of the outstanding
common stock of CCE.
The proposal contemplates that, upon the consummation of the
transaction, Mr. S.K. Johnston, Jr., Mr. S.L. Probasco, Jr. and Mr. Henry
Schimberg would be elected to the CCE Board. In addition, under the
proposal, Mr. Johnston would be elected vice chairman and chief executive
officer of CCE, and Mr. Schimberg would be elected president and chief
operating officer of CCE, effective upon consummation of the merger. Mr.
Donald R. Keough would remain as Chairman of the Board of CCE, and Mr.
Brian G. Dyson, currently president and chief executive officer of CCE,
would become a vice chairman of the combined company.
Page 19 of 39
SCHEDULED 13G - AMENDMENT NO. 7, DATED JANUARY 29, 1992, FILED WITH THE
COMMISSION ON JANUARY 31, 1992
Item 4 is hereby amended by deleting the existing disclosure contained
in Items 4(a), 4(b) and 4(c) and substituting the following therefor:
(a) Amount Beneficially Owned:
56,318,906 shares of Common Stock, par value $1.00 per share
(See Attachment B)
(b) Percent of Class:
Approximately 43.8%
(c) Number of shares as to which such person has: See Attachment B)
(1) Sole power to vote or to direct the vote:
56,318,906 shares
(2) Shared power to vote or to direct the vote:
None
(3) Sole power to dispose or to direct the disposition of:
56,318,906 shares
(4) Shared power to dispose or to direct the disposition of:
None
ATTACHMENT B
Number of Shares Beneficially Owned: 56,318,906
654,560 shares owned directly by The Coca-Cola Company
41,864,315 shares directly owned by Bottling Investments
Corporation, Corporation, a wholly owned
subsidiary of The Coca-Cola Company
13,800,031 shares directly owned by ACCBC Holding Company,
a wholly owned subsidiary of Bottling Investments
Corporation
Page 20 of 39
Item 4 is further amended and supplemented by adding to the
Information previously filed under this item the following:
On December 18, 1991 (the "Effective Time"), Johnston Coca-Cola
Bottling Group, Inc. ("Johnston") merged (the "Merger") with and into CCE
Exchange Corporation ("Subsidiary"), a wholly owned subsidiary of Coca-Cola
Enterprises Inc. ("CCE"), pursuant to the terms of a Merger Agreement and
Plan of Reorganization dated December 17, 1991 (the "Merger Agreement")
among CCE, Subsidiary and Johnston. Following the Merger, Subsidiary, as
the surviving company, changed its corporate name to "Johnston Coca-Cola
Bottling Group, Inc." Pursuant to the Merger Agreement, (i) at the election
of the holder thereof, each share of the issued and outstanding shares of
Johnston Class A Common Stock and Johnston Class B Common Stock was
converted into the right to receive either $30,327 or 2,128.21082241 shares
of the Common Stock, $1.00 par value per share, of CCE (the "CCE Common
Stock"), and (ii) all the 3,226 issued and outstanding shares of Johnston
Class C Common Stock, which were held by PruSupply Capital Assets, Inc.
("PruSupply"), were converted into the right to receive cash in the amount
of $30,327 per share. As a result of the Merger, Johnston became a
wholly-owned subsidiary of CCE.
Prior to the Effective Time, The Coca-Cola Company owned 1,361 shares
of the Class A Common Stock and 1,341 shares of the Class B Common Stock of
Johnston (which represented in the aggregate approximately 20% of the
outstanding common stock of Johnston on a fully diluted basis). In
connection with the Merger, The Coca-Cola Company elected to receive 49,892
shares of CCE Common Stock and approximately $81.2 million in cash in
exchange for its shares of Johnston Common Stock. Although the number of
shares of CCE Common Stock beneficially owned by The Coca-Cola Company
increased as a result of the Merger, because the remaining holders of Class
A and Class B Common Stock of Johnston all elected to receive CCE Common
Stock in exchange for their shares, a total of 13,438,460 shares of CCE
Common Stock were issued in connection with the Merger and The Coca-Cola
Company's percentage beneficial ownership of CCE Common Stock decreased to
approximately 43.8%.
Pursuant to the Merger Agreement, three directors of Johnston -- S.K.
Johnston, Jr., Henry A. Schimberg and S.L. Probasco, Jr. -- were elected to
CCE's Board of Directors, which was increased from 12 to 15 members. Mr.
Johnston, who was Chairman and Chief Executive Officer of Johnston, was
elected Vice Chairman and Chief Executive Officer of CCE. Mr. Schimberg,
who was President and Chief Operating Officer of Johnston, was elected
President and Chief Operating Officer of CCE. Additionally, the CCE board
elected John R. Alm, Johnston's Senior Vice President - Finance and
Administration, as Chief Financial Officer of CCE, J. Guy Beatty, Jr., a
former Johnston director, as Secretary of CCE, and Lowry F. Kline,
Johnston's Secretary and General Counsel, as General Counsel of CCE.
Page 21 of 39
SCHEDULE 13G - AMENDMENT NO. 8, DATED FEBRUARY 14, 2002, FILED WITH THE
COMMISSION ON FEBRUARY 14, 2002
Item 4 is hereby amended by deleting the existing disclosure and
substituting the following therefor:
(a) Amount Beneficially Owned:
168,945,718 shares (See Attachment B)
(b) Percent of Class:
Approximately 37.9579 (See Attachment B)
(c) Number of Shares as to which such person has
(See Attachment (B):
(1) sole power to vote or to direct the vote:
168,956,718 shares
(2) shared power to vote or to direct the vote:
None
(3) sole power to dispose of or to direct the disposition
of:
168,956,718 shares
(4) shared power to dispose of or to direct the
disposition of:
None
ATTACHMENT B
Number of Shares Beneficially Owned: 168,956,718
1,963,680 shares owned directly by The Coca-Cola Company
125,592,945 shares directly owned by Bottling Investments
Corporation, Corporation, a wholly owned subsidiary of
The Coca-Cola Company
41,400,093 shares directly owned by ACCBC Holding Company,
a wholly owned subsidiary of Bottling Investments
Corporation
Page 22 of 39
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
N/A
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
Item 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
Item 10. CERTIFICATION.
N/A
Page 23 of 39
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.
THE COCA-COLA COMPANY
Date: February 14, 2002 By: /s/ Gary P. Fayard
--------------------
Gary P. Fayard
Senior Vice President and
Chief Financial Officer
BOTTLING INVESTMENTS CORPORATION
Date: February 14, 2002 By: /s/ Gary P. Fayard
--------------------
Gary P. Fayard
President, Chief Financial Officer
and Controller
ACCBC HOLDING COMPANY
Date: February 14, 2002 By: /s/ Gary P. Fayard
--------------------
Gary P. Fayard
Chief Financial Officer
and Controller
Page 24 of 39
EXHIBIT INDEX
Exhibit A Agreement dated December 22, 1988 between
The Coca-Cola Company and Coca-Cola Enterprises Inc.
Exhibit B Joint Filing Agreement among The Coca-Cola Company,
Bottling Investments Corporation and ACCBC Holding
Company
Exhibit C Agreement dated as of January 1, 1991 between The
Coca-Cola Company and Coca-Cola Enterprises Inc.
Page 25 of 39