Filed Pursuant to Rule 424(b)(5)
Registration Statement Nos. 33-45763 and 33-50743
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 3, 1993)
$500,000,000
(LOGO)
5.75% Notes due March 15, 2011
------------------------
The notes offered by this prospectus supplement will mature on March 15,
2011. The notes will bear interest at a fixed rate of 5.75% per year. Interest
on the notes is payable semiannually on March 15 and September 15 of each year,
beginning September 15, 2001. We may, at our option, redeem some or all of the
notes prior to maturity at the redemption price described in this prospectus
supplement. We also may, at our option, redeem all of the notes prior to
maturity at a redemption price equal to the principal amount of the notes plus
accrued interest to the redemption date if certain events involving U.S.
taxation occur. There is no sinking fund for the notes. The notes are unsecured
and rank equally with all of our other unsecured senior indebtedness.
The notes are being offered globally for sale in the United States, Europe,
Asia and elsewhere where it is lawful to make such offers. Application has been
made to list the notes on the Luxembourg Stock Exchange.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION, THE LUXEMBOURG STOCK EXCHANGE NOR ANY OTHER REGULATORY BODY HAS
APPROVED OR DISAPPROVED OF THESE NOTES OR DETERMINED IF THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
PER NOTE TOTAL
-------- ------------
Public Offering Price(1).................................... 99.546% $497,730,000
Underwriting Discount....................................... .450% $ 2,250,000
Proceeds to the Company (before expenses)................... 99.096% $495,480,000
- ---------------
(1) Plus accrued interest, if delivery occurs after March 26, 2001.
Net proceeds to us (after underwriting discounts and estimated offering
expenses) are expected to be approximately $495,030,000.
The underwriters are offering the notes subject to various conditions. The
underwriters expect that the notes will be ready for delivery in book-entry form
only through The Depository Trust Company, Clearstream or the Euroclear System
on or about March 26, 2001.
------------------------
JOINT BOOK-RUNNING MANAGERS
BANC OF AMERICA SECURITIES LLC SALOMON SMITH BARNEY
------------------------
DEUTSCHE BANC ALEX. BROWN
GOLDMAN, SACHS & CO.
JPMORGAN
SUNTRUST EQUITABLE SECURITIES CORPORATION
UBS WARBURG LLC
UTENDAHL CAPITAL PARTNERS, L.P.
THE WILLIAMS CAPITAL GROUP, L.P.
March 19, 2001
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
Cautionary Note Regarding Forward-
Looking Statements.................. S-3
The Company........................... S-5
Selected Financial Data............... S-5
Capitalization........................ S-6
Ratios of Earnings to Fixed Charges... S-6
Use of Proceeds....................... S-6
PAGE
----
Description of Notes.................. S-7
United States Federal Income Tax
Considerations...................... S-18
Underwriting.......................... S-22
Legal Opinions........................ S-24
General Information................... S-24
PROSPECTUS
PAGE
----
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Use of Proceeds....................... 3
Ratios of Earnings to Fixed Charges... 3
PAGE
----
Description of Debt Securities........ 3
Description of Debt Warrants.......... 11
Plan of Distribution.................. 12
Legal Opinions........................ 13
Experts............................... 13
---------------------
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not, and the underwriters have not, authorized any other person to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. You should assume that the
information appearing in this prospectus supplement and the accompanying
prospectus, as well as information that we have previously filed with the
Securities and Exchange Commission and incorporated by reference, is accurate
only as of the date of the applicable document.
---------------------
This prospectus supplement and the accompanying prospectus include
information provided in order to comply with the rules governing the listing of
securities on the Luxembourg Stock Exchange. The Coca-Cola Company is
responsible for the accuracy of the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
confirm, after reasonable inquiry, that to the best of our knowledge and belief,
there are no other facts the omission of which would make any statement
contained or incorporated by reference in this prospectus supplement or the
accompanying prospectus misleading in any material respect.
THE LUXEMBOURG STOCK EXCHANGE TAKES NO RESPONSIBILITY FOR THE CONTENTS OF
THIS DOCUMENT, MAKES NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS AND
EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM
OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS PROSPECTUS
SUPPLEMENT, THE ACCOMPANYING PROSPECTUS AND ANY DOCUMENTS INCORPORATED BY
REFERENCE THEREIN.
---------------------
The distribution of this prospectus supplement and the accompanying
prospectus and the offering of the notes in certain jurisdictions may be
restricted by law. If you possess this prospectus supplement and the
accompanying prospectus, you should find out about and observe these
restrictions. This prospectus supplement and the accompanying prospectus are not
an offer to sell the notes and are not soliciting an offer to buy the notes in
any jurisdiction where the offer or sale is not permitted or where the person
making the offer or sale is not qualified to do so or to any person to whom it
is not permitted to make such offer or sale. See "Underwriting."
S-2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain written and oral statements made by us and our subsidiaries or with
the approval of an authorized executive officer of The Coca-Cola Company may
constitute "forward-looking statements" as defined under the United States
Private Securities Litigation Reform Act of 1995, including statements made in
this prospectus supplement, the accompanying prospectus and other filings with
the Securities and Exchange Commission. Generally, the words "believe,"
"expect," "intend," "estimate," "anticipate," "project," "will" and similar
expressions identify forward-looking statements, which generally are not
historical in nature. All statements which address operating performance, events
or developments that we expect or anticipate will occur in the
future -- including statements relating to volume growth, share of sales and
earnings per share growth and statements expressing general optimism about
future operating results -- are forward-looking statements. Forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from our historical experience and our
present expectations or projections. As and when made, management believes that
these forward-looking statements are reasonable. However, caution should be
taken not to place undue reliance on any such forward-looking statements since
such statements speak only as of the date when made. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
The following are some of the factors that could cause our actual results
to differ materially from the expected results described in or underlying our
forward-looking statements:
- Our ability to generate sufficient cash flows to support capital
expansion plans, share repurchase programs and general operating
activities.
- Changes in the nonalcoholic beverages business environment. These
include, without limitation, competitive product and pricing pressures
and our ability to gain or maintain share of sales in the global market
as a result of actions by competitors. While we believe our opportunities
for sustained, profitable growth are considerable, factors such as these
could impact our earnings, share of sales and volume growth.
- Changes in laws and regulations, including changes in accounting
standards, taxation requirements (including tax rate changes, new tax
laws and revised tax law interpretations) and environmental laws in
domestic or foreign jurisdictions.
- Fluctuations in the cost and availability of raw materials and the
ability to maintain favorable supplier arrangements and relationships.
- Our ability to achieve earnings forecasts, which are generated based on
projected volumes and sales of many product types, some of which are more
profitable than others. There can be no assurance that we will achieve
the projected level or mix of product sales.
- Interest rate fluctuations and other capital market conditions, including
foreign currency rate fluctuations. Most of our exposures to capital
markets, including interest and foreign currency, are managed on a
consolidated basis, which allows us to net certain exposures and, thus,
take advantage of any natural offsets. We use derivative financial
instruments to reduce our net exposure to financial risks. There can be
no assurance, however, that our financial risk management program will be
successful in reducing foreign currency exposures.
- Economic and political conditions, especially in international markets,
including civil unrest, governmental changes and restrictions on the
ability to transfer capital across borders.
S-3
- Our ability to penetrate developing and emerging markets, which also
depends on economic and political conditions, and how well we are able to
acquire or form strategic business alliances with local bottlers and make
necessary infrastructure enhancements to production facilities,
distribution networks, sales equipment and technology. Moreover, the
supply of products in developing markets must match the customers' demand
for those products, and due to product price and cultural differences,
there can be no assurance of product acceptance in any particular market.
- The effectiveness of our advertising, marketing and promotional programs.
- The uncertainties of litigation, as well as other risks and uncertainties
detailed from time to time in our Securities and Exchange Commission
filings.
- Adverse weather conditions, which could reduce demand for our products.
The foregoing list of important factors is not exclusive.
S-4
THE COMPANY
The Coca-Cola Company is the largest manufacturer, distributor and marketer
of soft drink concentrates and syrups in the world. Finished beverage products
bearing our trademarks, sold in the United States since 1886, are now sold in
nearly 200 countries and include the leading soft drink products in most of
these countries.
Our business is nonalcoholic beverages -- principally soft drinks but also
a variety of noncarbonated beverages, including juice and juice-drink products.
We are one of numerous competitors in the commercial beverages market. Of the
approximately 48 billion beverage servings of all types consumed worldwide every
day, beverages bearing our trademarks account for more than one billion.
We were incorporated in September 1919 under the laws of the State of
Delaware and succeeded to the business of a Georgia corporation with the same
name that had been organized in 1892.
Our principal office is located at One Coca-Cola Plaza, N.W., Atlanta,
Georgia 30313, and our telephone number is (404) 676-2121.
SELECTED FINANCIAL DATA
We derived the selected historical financial data of The Coca-Cola Company
set forth below from our historical consolidated financial statements as they
appear in our annual report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 2000. Certain amounts in the
financial statements have been reclassified to conform to the presentation for
the year ended December 31, 2000. The following information should be read in
conjunction with our consolidated financial statements and the notes thereto
which are incorporated by reference in this prospectus supplement and the
accompanying prospectus, copies of which may be obtained free of charge. See
"Available Information" on page 2 of the accompanying prospectus.
In addition, you may receive copies of all of our filings with the
Securities and Exchange Commission that are incorporated by reference in this
prospectus supplement free of charge at the office of our listing agent,
Kredietbank S.A. Luxembourgeoise, located at 42 boulevard Royal, L-2955
Luxembourg.
AS OF OR FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------
2000 1999 1998 1997 1996
------- ------- ------- ------- -------
IN MILLIONS, EXCEPT PER SHARE AMOUNTS
INCOME STATEMENT DATA:
Net operating revenues......................... $20,458 $19,805 $18,813 $18,868 $18,673
Gross profit................................... 14,254 13,796 13,251 12,853 11,935
Operating income............................... 3,691 3,982 4,967 5,001 3,915
Net income..................................... 2,177 2,431 3,533 4,129 3,492
Cash dividends per common share................ 0.68 0.64 0.60 0.56 0.50
BALANCE SHEET DATA:
Total assets................................... $20,834 $21,623 $19,145 $16,881 $16,112
Long-term debt................................. 835 854 687 801 1,116
Share-owners' equity........................... 9,316 9,513 8,403 7,274 6,125
S-5
CAPITALIZATION
The following table sets forth our consolidated capitalization at December
31, 2000. The information is only a summary and should be read in conjunction
with our consolidated financial statements and the notes hereto which are
incorporated by reference in this prospectus supplement and the accompanying
prospectus and which can be obtained free of charge. See "Available Information"
on page 2 of the accompanying prospectus.
AS OF DECEMBER 31, 2000
-----------------------
IN MILLIONS
Interest-bearing debt:
Loans and notes payable................................... $ 4,795
Current maturities of long-term debt...................... 21
Long-term debt............................................ 835
--------
Total interest-bearing debt....................... 5,651
Share-owners' equity:
Common stock.............................................. 870
Capital surplus........................................... 3,196
Reinvested earnings....................................... 21,265
Accumulated other comprehensive income and unearned
compensation on restricted stock....................... (2,722)
Treasury stock............................................ (13,293)
--------
Total share-owners' equity........................ 9,316
--------
Total capital............................................... $ 14,967
========
RATIOS OF EARNINGS TO FIXED CHARGES
Our ratios of earnings to fixed charges for the five fiscal years ended
December 31, 2000 are set forth below.
YEAR ENDED DECEMBER 31,
- -------------------------------
2000 1999 1998 1997 1996
- ---- ---- ---- ---- ----
8.7 11.6 17.3 20.8 14.9
We computed the ratios of earnings to fixed charges on a total enterprise
basis by dividing income from continuing operations before income taxes and
changes in accounting principles (excluding undistributed equity earnings) and
fixed charges (excluding capitalized leases) by fixed charges. Fixed charges
consist of interest expense, the interest portion of rental expense and
capitalized interest.
We are contingently liable for guarantees of indebtedness owed by third
parties in the amount of approximately $397 million, of which approximately $7
million related to independent bottling licensees. Fixed charges for these
contingent liabilities have not been included in the computation of the above
ratios as the amounts are immaterial and, in the opinion of management, it is
not probable that we will be required to satisfy the guarantees.
USE OF PROCEEDS
We estimate that we will receive approximately $495 million from the sale
of the notes, after deducting underwriting discounts and estimated offering
expenses. We currently intend to use these net proceeds for general corporate
purposes.
S-6
DESCRIPTION OF NOTES
The following description of the particular terms of the notes supplements
the description of the general terms set forth in the accompanying prospectus.
It is important for you to consider the information contained in the
accompanying prospectus and this prospectus supplement before making your
decision to invest in the notes. If any specific information regarding the notes
in this prospectus supplement is inconsistent with the more general terms of the
notes described in the prospectus, you should rely on the information contained
in this prospectus supplement.
GENERAL
The notes offered by this prospectus supplement are a series of senior debt
securities issued under our indenture with Bankers Trust Company, as trustee.
The notes will initially be limited to an aggregate principal amount of
$500,000,000. The notes will be issued only in fully registered form without
coupons, in denominations of $1,000 and whole multiples of $1,000. All the notes
are unsecured obligations of The Coca-Cola Company and will rank equally with
all of our other unsecured senior indebtedness, whether currently existing or
hereinafter created.
The notes will bear interest at a fixed rate per year of 5.75%, starting on
March 26, 2001 and ending on their maturity date, which is March 15, 2011.
Interest on the notes will be payable semiannually on March 15 and September 15
of each year, starting on September 15, 2001. All payments of interest on the
notes will be made to the persons in whose names the notes are registered on the
March 1 or September 1 preceding the applicable interest payment date. The
amount of the interest payment on September 15, 2001 will be $26.99 per $1,000
principal amount of notes.
Interest will be calculated on the basis of a 360-day year comprised of
twelve 30-day months. All dollar amounts resulting from this calculation will be
rounded to the nearest cent.
Payments of principal of and interest on the notes issued in book-entry
form will be made as described below under "-- Book-Entry Notes." Payments of
principal of and interest on notes issued in definitive form, if any, will be
made as described below under "-- Definitive Notes and Paying Agents."
If either a date for payment of principal or interest on the notes or the
maturity date of the notes falls on a day that is not a Business Day, the
related payment of principal or interest will be made on the next succeeding
Business Day as if made on the date the payment was due. No interest will accrue
on any amounts payable for the period from and after the date for payment of
principal of or interest on the notes or the maturity date of the notes. For
these purposes, "Business Day" means any day which is a day on which commercial
banks settle payments and are open for general business in The City of New York.
The defeasance provisions described in the accompanying prospectus under
"Description of Debt Securities -- Defeasance of the Indenture and Securities"
and in Section 12.01(b) of the indenture will not be applicable to the notes.
The lien and sale and leaseback provisions described in the accompanying
prospectus under "Description of Debt Securities -- Certain Covenants of the
Company" and in Sections 5.03 and 5.04 of the indenture will not be applicable
to the notes.
We may, without notice to or consent of the holders or beneficial owners of
the notes, issue additional notes having the same ranking, interest rate,
maturity and/or other terms as the notes. Any such additional notes issued could
be considered part of the same series of notes under the indenture as the notes
offered hereby.
S-7
The indenture is subject to the provisions of the Trust Indenture Reform
Act of 1990, which became effective on November 15, 1990, and governs indentures
qualified prior to that date. As of the date of this prospectus supplement, we
have issued under the indenture and there were outstanding the following
securities:
- our 6 5/8% notes due October 1, 2002;
- our 6% notes due July 15, 2003; and
- our 7 3/8% debentures due July 29, 2093.
OPTIONAL REDEMPTION
We will have the right to redeem the notes, in whole or in part at any
time, at a redemption price equal to the greater of (1) 100% of the principal
amount of the notes to be redeemed and (2) the sum of the present values of the
remaining scheduled payments of principal of and interest on such notes
(exclusive of interest accrued to the redemption date) discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in either
case, accrued and unpaid interest on the principal amount being redeemed to such
redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such notes.
"Comparable Treasury Price" means with respect to any redemption date for
notes, the average of two Reference Treasury Dealer Quotations for such
redemption date.
"Quotation Agent" means the Reference Treasury Dealer appointed by us.
"Reference Treasury Dealer" means each of Banc of America Securities LLC
and Salomon Smith Barney Inc. and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), we
will substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, (1) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15 (519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before
or after the maturity date of the notes to be redeemed, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined, and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight-line basis, rounding to the nearest month) or (2)
if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the
S-8
rate per year equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. The Treasury Rate will be
calculated on the third Business Day preceding the redemption date.
We will provide not less than 30 nor more than 60 days' notice mailed to
each registered holder of the notes to be redeemed. See "-- Notices" below. If
the redemption notice is given and funds deposited as required, then interest
will cease to accrue on and after the redemption date on the notes or portions
of such notes called for redemption. In the event that any redemption date is
not a Business Day, we will pay the redemption price on the next Business Day
without any interest or other payment due to the delay.
We also may, at our option, redeem the notes as a whole, but not in part,
for a redemption price equal to 100% of the principal amount of the notes,
together with accrued interest to the redemption date, if certain events
involving United States taxation occur. See "-- Redemption for Tax Purposes"
below.
BOOK-ENTRY NOTES
The Depository Trust Company
Except under the limited circumstances described below, all notes will be
book-entry notes. This means that the actual purchasers of the notes will not be
entitled to have the notes registered in their names and will not be entitled to
receive physical delivery of the notes in definitive (paper) form. Instead, upon
issuance, all the notes will be represented by one or more fully registered
global notes.
Each global note will be deposited with The Depository Trust Company, a
securities depositary, and will be registered in the name of DTC's nominee, Cede
& Co. No global note representing book-entry notes may be transferred except as
a whole by DTC to a nominee of DTC, or by a nominee of DTC to another nominee of
DTC. Thus, DTC will be the only registered holder of the notes and will be
considered the sole representative of the beneficial owners of the notes for
purposes of the indenture.
The registration of the global notes in the name of Cede & Co. will not
affect beneficial ownership and is performed merely to facilitate subsequent
transfers. The book-entry system, which is also the system through which most
publicly traded common stock is held in the United States, is used because it
eliminates the need for physical movement of securities certificates. The laws
of some jurisdictions, however, may require some purchasers to take physical
delivery of their notes in definitive form. These laws may impair the ability of
holders to transfer book-entry notes.
Purchasers of notes in the United States may hold interests in the global
notes only through DTC, if they are participants in such system. Purchasers may
also hold interests indirectly through securities intermediaries -- such as
banks, brokerage houses and other institutions that maintain securities accounts
for customers -- that have accounts with DTC or its nominee ("participants").
Purchasers of notes in Europe can hold interests in the global notes only
through Clearstream Banking, societe anonyme, or through Euroclear Bank
S.A./N.V., as operator of the Euroclear System, if they are participants in
these systems or indirectly through organizations that are participants in these
systems.
Because DTC will be the only registered owner of the global notes,
Clearstream Banking and Euroclear will hold positions through their respective
U.S. depositaries, which in turn will hold positions on the books of DTC.
Citibank, N.A. will act as U.S. depositary for Clearstream Banking, and The
Chase Manhattan Bank will act as U.S. depositary for Euroclear. For information
on how
S-9
accounts of ownership of notes held through DTC are recorded, please refer to
"Description of Debt Securities -- Book-Entry Securities" beginning on page 6 of
the accompanying prospectus.
We, the trustee and all of our and their agents will not be liable for the
accuracy of, or responsible for maintaining, supervising or reviewing, DTC's
records or any participant's records relating to book-entry notes. We, the
trustee and all of our and their agents also will not be responsible or liable
for payments made on account of the book-entry notes.
In this prospectus supplement, unless and until definitive (certificated)
notes are issued to the beneficial owners as described below, all references to
"holders" of notes shall mean DTC or its nominee. We, the trustee and any paying
agent, transfer agent or registrar may treat DTC as the absolute owner of the
notes for all purposes.
We will make all distributions of principal and interest on our notes to
DTC. We will send all required reports and notices solely to DTC as long as DTC
is the registered holder of the notes. DTC and its participants are generally
required by law to receive and transmit all distributions, notices and
directions from us and the trustee to the beneficial owners through a chain of
intermediaries. Purchasers of the notes will not receive written confirmation
from DTC of their purchases. However, beneficial owners of book-entry notes are
expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the participants or
indirect participants through which they entered into the transaction.
Similarly, we and the trustee will accept notices and directions solely
from DTC. Therefore, in order to exercise any rights of a holder of notes under
the indenture, each person owning a beneficial interest in the notes must rely
on the procedures of DTC and, in some cases, Clearstream Banking or Euroclear.
If the beneficial owner is not a participant in the applicable system, then it
must rely on the procedures of the participant through which that person owns
its interest. DTC has advised us that it will take actions under the indenture
only at the direction of its participants, which in turn will act only at the
direction of the beneficial owners. Some of these actions, however, may conflict
with actions DTC takes at the direction of other participants and beneficial
owners.
Notices and other communications by DTC to participants, by participants to
indirect participants, and by participants and indirect participants to
beneficial owners will be governed by arrangements among them.
Book-entry notes may be more difficult to pledge because of the lack of
physical note. Beneficial owners may experience delays in receiving
distributions on their notes since distributions will initially be made to DTC
and must then be transferred through the chain of intermediaries to the
beneficial owner's account.
For additional information on DTC, please refer to "Description of Debt
Securities -- Book-Entry Securities" beginning on page 6 of the accompanying
prospectus.
Clearstream Banking, societe anonyme
Clearstream Banking, societe anonyme, was incorporated as a limited
liability company under Luxembourg law. Clearstream is owned by Cedel
International, societe anonyme, and Deutsche Borse AG. The shareholders of these
two entities are banks, securities dealers and financial institutions.
Clearstream holds securities for its customers and facilitates the
clearance and settlement of securities transactions between Clearstream
customers through electronic book-entry changes in accounts of Clearstream
customers, thus eliminating the need for physical movement of certificates.
S-10
Clearstream provides to its customers, among other things, services for
safekeeping, administration, clearance and settlement of internationally traded
securities and securities lending and borrowing. Clearstream interfaces with
domestic markets in a number of countries. Clearstream has established an
electronic bridge with Euroclear Bank S.A./N.V., the operator of the Euroclear
System, to facilitate settlement of trades between Clearstream and Euroclear.
As a registered bank in Luxembourg, Clearstream is subject to regulation by
the Luxembourg Commission for the Supervision of the Financial Sector.
Clearstream customers are recognized financial institutions around the world,
including underwriters, securities brokers and dealers, banks, trust companies
and clearing corporations. In the United States, Clearstream customers are
limited to securities brokers and dealers and banks. Clearstream customers may
include the underwriters. Other institutions that maintain a custodial
relationship with a Clearstream customer may obtain indirect access to
Clearstream. Clearstream is an indirect participant in DTC.
Distributions with respect to the notes held beneficially through
Clearstream will be credited to cash accounts of Clearstream customers in
accordance with its rules and procedures, to the extent received by Clearstream.
The Euroclear System
The Euroclear System was created in 1968 to hold securities for
participants of the Euroclear System and to clear and settle transactions
between Euroclear participants through simultaneous electronic book-entry
delivery against payment, thus eliminating the need for physical movement of
certificates and risk from lack of simultaneous transfers of securities and
cash. Transactions may now be settled in many currencies, including United
States dollars and Japanese yen. The Euroclear System provides various other
services, including securities lending and borrowing and interfaces with
domestic markets in several countries generally similar to the arrangements for
cross-market transfers with DTC described below.
The Euroclear System is operated by Euroclear Bank S.A./N.V. (the
"Euroclear Operator"), under contract with Euroclear Clearance System, S.C., a
Belgian cooperative corporation (the "Cooperative"). The Euroclear Operator
conducts all operations, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator, not the
Cooperative. The Cooperative establishes policy for the Euroclear System on
behalf of Euroclear participants. Euroclear participants include banks
(including central banks), securities brokers and dealers and other professional
financial intermediaries and may include the underwriters. Indirect access to
the Euroclear System is also available to other firms that clear through or
maintain a custodial relationship with a Euroclear participant, either directly
or indirectly. Euroclear is an indirect participant in DTC.
The Terms and Conditions Governing Use of Euroclear and the related
Operating Procedures of the Euroclear System and applicable Belgian law govern
securities clearance accounts and cash accounts with the Euroclear Operator.
Specifically, these terms and conditions govern:
- transfers of securities and cash within the Euroclear System,
- withdrawal of securities and cash from the Euroclear System and
- receipts of payments with respect to securities in the Euroclear System.
All securities in the Euroclear System are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the terms and
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conditions only on behalf of Euroclear participants and has no record of or
relationship with persons holding securities through Euroclear participants.
Distributions with respect to notes held beneficially through Euroclear
will be credited to the cash accounts of Euroclear participants in accordance
with the Euroclear Terms and Conditions, to the extent received by the Euroclear
Operator and by Euroclear.
The foregoing information about DTC, Clearstream and Euroclear has been
provided by each of them for informational purposes only and is not intended to
serve as a representation, warranty, or contract modification of any kind.
Global Clearance and Settlement Procedures
Initial settlement for the notes will be made in immediately available
funds. Secondary market trading between DTC participants will occur in the
ordinary way, in accordance with DTC's rules, and will be settled in immediately
available funds using DTC's same-day funds settlement system. Secondary market
trading between Clearstream participants and/or Euroclear participants will
occur in the ordinary way, in accordance with the applicable rules and operating
procedures of Clearstream and Euroclear, and will be settled using the
procedures applicable to conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream or
Euroclear participants, on the other, will be effected through DTC, in
accordance with DTC's rules, on behalf of the relevant European international
clearing system by the U.S. depositaries. However, such cross-market
transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in this system in accordance
with its rules and procedures and within its established deadlines, European
time. The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to its U.S.
depositary to take action to effect final settlement on its behalf by delivering
or receiving notes in DTC, and making or receiving payment in accordance with
normal procedures for same-day funds settlement applicable to DTC. Clearstream
participants and Euroclear participants may not deliver instructions directly to
DTC.
Because of time-zone differences, credits of notes received in Clearstream
or Euroclear as a result of a transaction with a DTC participant will be made
during subsequent securities settlement processing and will be credited the
business day following the DTC settlement date. These credits or any
transactions in such notes settled during such processing will be reported to
the relevant Euroclear or Clearstream participants on that business day. Cash
received in Clearstream or Euroclear as a result of sales of notes by or through
a Clearstream participant or a Euroclear participant to a DTC participant will
be received with value on the DTC settlement date but will be available in the
relevant Clearstream or Euroclear cash account only as of the business day
following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of notes among participants of DTC,
Clearstream and Euroclear, they are under no obligation to perform or continue
to perform these procedures, and these procedures may be discontinued at any
time.
Distributions on Book-Entry Notes
We will make all distributions of principal of and interest on book-entry
notes to DTC. Upon receipt of any payment of principal or interest, DTC will
immediately credit the accounts of its
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participants on its book-entry registration and transfer system. DTC will credit
those accounts in proportion to the participants' respective beneficial
interests in the principal amount of the global note as shown on the records of
DTC. Payments by participants to beneficial owners of book-entry notes will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of those participants.
Distributions on book-entry notes held beneficially through Clearstream
will be credited to Clearstream participants, in accordance with Clearstream's
rules and procedures, to the extent received by its U.S. depositary.
Distributions on book-entry notes held beneficially through Euroclear will
be credited to Euroclear participants, in accordance with the Euroclear Terms
and Conditions, to the extent received by its U.S. depositary.
DEFINITIVE NOTES AND PAYING AGENTS
If any of the events described under Description of Debt
Securities -- "Book-Entry Securities" on page 6 of the accompanying prospectus
occurs, then the beneficial owners will be notified through the chain of
intermediaries that definitive notes are available and notice will be published
as described below under "-- Notices." Beneficial owners of book-entry notes
will then be entitled (1) to receive physical delivery in certificated form of
definitive notes equal in principal amount to their beneficial interest and (2)
to have the definitive notes registered in their names. The definitive notes
will be issued in denominations of $1,000 and whole multiples of $1,000 in
excess of that amount. Definitive notes will be registered in the name or names
of the person or persons DTC specifies in a written instruction to the registrar
of the notes. DTC may base its written instruction upon directions it receives
from its participants. Thereafter, the holders of the definitive notes will be
recognized as the "holders" of the notes under the indenture.
The indenture provides for the replacement of a mutilated, lost, stolen or
destroyed definitive note, so long as the applicant furnishes to us and the
trustee such security or indemnity and such evidence of ownership as we and the
trustee may require.
In the event definitive notes are issued, the holders of definitive notes
will be able to receive payments of principal of and interest on their notes at
the office of our paying agent maintained in the Borough of Manhattan, The City
of New York, and, if the notes are listed on the Luxembourg Stock Exchange, at
the offices of the paying agent in Luxembourg. Payment of principal of a
definitive note may be made only against surrender of the note to one of our
paying agents. We have the option, however, of making payments of interest by
mailing checks to the address of the holder appearing in the register of note
holders maintained by the registrar.
Our paying agent in the Borough of Manhattan is currently the corporate
trust office of Bankers Trust Company, currently located at Four Albany Street,
New York, New York 10006. Our paying agent and transfer agent in Luxembourg is
Kredietbank S.A. Luxembourgeoise, currently located at 42 boulevard Royal,
L-2955 Luxembourg. As long as the notes are listed on the Luxembourg Stock
Exchange, we will maintain a paying agent and transfer agent in Luxembourg. Any
change in the Luxembourg paying agent and transfer agent will be published in
Luxembourg. See "-- Notices" below.
In the event definitive notes are issued, the holders of definitive notes
will be able to transfer their notes, in whole or in part, by surrendering the
notes for registration of transfer at the office of Bankers Trust Company and,
so long as notes are listed on the Luxembourg Stock Exchange, at the offices of
the paying agent in Luxembourg, duly endorsed by or accompanied by a written
instrument
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of transfer in form satisfactory to us and the securities registrar. A form of
such instrument of transfer will be obtainable at the offices of Bankers Trust
Company and the Luxembourg paying agent. Upon surrender, we will execute, and
the trustee will authenticate and deliver, new notes to the designated
transferee in the amount being transferred, and a new note for any amount not
being transferred will be issued to the transferor. We will not charge any fee
for the registration of transfer or exchange, except that we may require the
payment of a sum sufficient to cover any applicable tax or other governmental
charge payable in connection with the transfer.
NOTICES
Notices to holders of the notes will be made by first class mail, postage
prepaid, to the addresses that appear on the register of The Coca-Cola Company.
So long as the notes are listed on the Luxembourg Stock Exchange, notices will
also be made by publication in an authorized newspaper in Luxembourg, which is
expected to be the Luxemburger Wort. Any notice will be deemed to have been
given on the date of publication or, if published more than once, on the date of
the first publication.
PAYMENT OF ADDITIONAL AMOUNTS
Obligation to Pay Additional Amounts
We will pay additional amounts to the beneficial owner of any note that is
a non-United States person in order to ensure that every net payment on such
note will not be less, due to payment of United States withholding tax, than the
amount then due and payable. For this purpose, a "net payment" on a note means a
payment by us or a paying agent, including payment of principal and interest,
after deduction for any present or future tax, assessment or other governmental
charge of the United States. These additional amounts will constitute additional
interest on the note.
Exceptions
We will not be required to pay additional amounts, however, in any of the
circumstances described in items (1) through (14) below.
(1) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld solely by reason of the beneficial owner:
- having a relationship with the United States as a citizen, resident or
otherwise;
- having had such a relationship in the past; or
- being considered as having had such a relationship.
(2) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld solely by reason of the beneficial owner:
- being treated as present in or engaged in a trade or business in the
United States;
- being treated as having been present in or engaged in a trade or
business in the United States in the past; or
- having or having had a permanent establishment in the United States.
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(3) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld solely by reason of the beneficial owner
being or having been a:
- personal holding company;
- foreign personal holding company;
- foreign private foundation or other foreign tax-exempt organization;
- passive foreign investment company;
- controlled foreign corporation; or
- corporation which has accumulated earnings to avoid United States
federal income tax.
(4) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld solely by reason of the beneficial owner
owning or having owned, actually or constructively, 10 percent or more
of the total combined voting power of all classes of stock of The
Coca-Cola Company entitled to vote.
For purposes of items (1) through (4) above, "beneficial owner" means a
fiduciary, settlor, beneficiary, member or shareholder of the holder if the
holder is an estate, trust, partnership, limited liability company, corporation
or other entity, or a person holding a power over an estate or trust
administered by a fiduciary holder.
(5) Additional amounts will not be payable to any beneficial owner of a
note that is a:
- fiduciary;
- partnership;
- limited liability company; or
- other fiscally transparent entity
or that is not the sole beneficial owner of the note, or any portion of the
note. However, this exception to the obligation to pay additional amounts
will only apply to the extent that a beneficiary or settlor in relation to
the fiduciary, or a beneficial owner or member of the partnership, limited
liability company or other fiscally transparent entity, would not have been
entitled to the payment of an additional amount had the beneficiary,
settlor, beneficial owner or member received directly its beneficial or
distributive share of the payment.
(6) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld solely by reason of the failure of the
beneficial owner or any other person to comply with applicable
certification, identification, documentation or other information
reporting requirements. This exception to the obligation to pay
additional amounts will only apply if compliance with such reporting
requirements is required by statute or regulation of the United States
or by an applicable income tax treaty to which the United States is a
party as a precondition to exemption from such tax, assessment or other
governmental charge.
(7) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment or other governmental charge
that is collected or imposed by any method other than by withholding
from a payment on a note by us or a paying agent.
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(8) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld by reason of a change in law, regulation,
or administrative or judicial interpretation that becomes effective
more than 15 days after the payment becomes due or is duly provided
for, whichever occurs later.
(9) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld by reason of the presentation by the
beneficial owner of a note for payment more than 30 days after the date
on which such payment becomes due or is duly provided for, whichever
occurs later.
(10) Additional amounts will not be payable if a payment on a note is
reduced as a result of any:
- estate tax;
- inheritance tax;
- gift tax;
- sales tax;
- excise tax;
- transfer tax;
- wealth tax;
- personal property tax; or
- any similar tax, assessment or other governmental charge.
(11) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment, or other governmental
charge required to be withheld by any paying agent from a payment of
principal or interest on a note if such payment can be made without
such withholding by any other paying agent.
(12) Additional amounts will not be payable where withholding is imposed on
a payment to an individual and is required to be made pursuant to any
European Union Directive on the taxation of savings implementing the
conclusions of the ECOFIN Council meeting of November 26-27, 2000 or
any law implementing or complying with, or introduced in order to
conform to, such Directive.
(13) Additional amounts will not be payable on a note presented for payment
by or on behalf of a beneficial owner who would have been able to
avoid such withholding or deduction by presenting the relevant note to
another paying agent in a member state of the European Union.
(14) Additional amounts will not be payable if a payment on a note is
reduced as a result of any combination of items (1) through (13)
above.
Except as specifically provided in this section ("Payment of Additional
Amounts") and under "-- Redemption for Tax Purposes" below, we will not be
required to make any payment of any tax, assessment or other governmental charge
imposed by any government or a political subdivision or taxing authority of such
government.
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Relevant Definitions
As used in this prospectus supplement, "United States person" means:
- any individual who is a citizen or resident of the United States;
- any corporation, partnership or other entity created or organized in or
under the laws of the United States;
- any estate if the income of such estate falls within the federal income
tax jurisdiction of the United States regardless of the source of such
income; and
- any trust if a United States court is able to exercise primary
supervision over its administration and one or more United States persons
have the authority to control all of the substantial decisions of the
trust.
Additionally, "non-United States person" means a person who is not a United
States person, and "United States" means the United States of America, including
the States and the District of Columbia, its territories, its possessions and
other areas within its jurisdiction.
REDEMPTION FOR TAX PURPOSES
In addition to our ability to redeem the notes as described above under
"Description of Notes -- Optional Redemption," we also may, at our option,
redeem the notes as a whole, but not in part, for a redemption price equal to
100% of the principal amount of the notes, together with accrued interest to the
redemption date, in the circumstances described in items (1) or (2) below under
"-- Redemption Circumstances."
Redemption Circumstances
There are two sets of circumstances in which we may redeem the notes in the
manner described above under "-- Redemption Procedure:"
(1) We may redeem the notes if:
- we become or will become obligated to pay additional amounts as
described under "-- Payment of Additional Amounts" above; and
- the obligation to pay additional amounts arises as a result of any
change in the laws, regulations or rulings of the United States, or an
official position regarding the application or interpretation of such
laws, regulations or rulings, which change is announced or becomes
effective on or after the date of issuance of the notes.
(2) We may also redeem the notes if:
- any act is taken by a taxing authority of the United States on or
after the date of issuance of the notes, whether or not such act is
taken in relation to us or any affiliate, that results in a
substantial probability that we will or may be required to pay
additional amounts as described under "-- Payment of Additional
Amounts" above; and
- we receive an opinion of reputable tax counsel to the effect that an
act taken by a taxing authority of the United States results in a
substantial probability that we will or may be required to pay the
additional amounts described under "-- Payment of Additional Amounts"
above, and delivers to the trustee a certificate, signed by a duly
authorized
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officer, stating that based on such opinion we are entitled to redeem
the notes pursuant to their terms.
Redemption Procedure
We will provide not less than 30 nor more than 60 days' notice mailed to
each registered holder of the notes to be redeemed. See "-- Notices" above. If
the redemption notice is given and funds deposited as required, then interest
will cease to accrue on and after the redemption date. In the event that any
redemption date is not a Business Day, we will pay the redemption price on the
next Business Day without any interest or other payment due to the delay.
GOVERNING LAW
The indenture and the notes for all purposes shall be governed by and
construed in accordance with the laws of the State of New York.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the principal United States federal income
tax consequences of purchasing, holding and selling notes. This summary is based
on (1) the Internal Revenue Code of 1986, as amended (the "Code"), (2) income
tax regulations (proposed and final) issued under the Code, and (3)
administrative and judicial interpretations of the Code and regulations, each as
in effect and available as of the date of this prospectus supplement. These
income tax laws, regulations, and interpretations, however, may change at any
time, and any change could be retroactive to the issuance date of the notes.
Except as otherwise stated, this summary deals only with notes held as
capital assets by a holder who acquires notes as part of the initial
distribution at their initial issue price. This summary does not address all of
the United States federal income tax considerations that may be relevant to
non-United States holders. Further, this summary does not address tax
considerations applicable to investors to whom special tax rules may apply,
including:
- banks;
- tax-exempt entities;
- insurance companies;
- real estate investment trusts;
- regulated investment companies;
- common trust funds;
- dealers or traders in securities or currencies;
- persons that will hold the notes as a hedge or hedged against currency
risk or as a part of an integrated investment, including a "straddle" or
"conversion transaction," comprised of a note and one or more other
positions; or
- beneficial owners of notes that are United States persons that have a
functional currency other than the United States dollar.
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Further, except where otherwise stated, this summary does not address:
- the United States federal estate and gift or alternative minimum tax
consequences of the purchase, ownership or sale of notes; or
- any state, local or foreign tax consequences of the purchase, ownership
and sale of notes.
Prospective investors should consult their tax advisors in determining the
particular United States federal income tax consequences to them of the
acquisition, ownership and disposition of the notes, as well as the application
of state, local, foreign or other tax laws.
As used herein, the term "United States holder" means a beneficial owner of
a note that is for United States federal income tax purposes (1) a citizen or
resident of the United States, (2) a corporation or partnership (including an
entity treated as a corporation or partnership for United State federal income
tax purposes) created or organized in or under the laws of the United States,
any state thereof or the District of Columbia (other than a partnership that is
not treated as a United States person under any applicable Treasury
regulations), (3) an estate whose income is subject to United States federal
income tax regardless of its source, or (4) a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States persons have the authority to control all
substantial decisions of the trust. Notwithstanding the preceding clause (4), to
the extent provided in regulations, certain trusts in existence on August 20,
1996 and treated as United States persons prior to such date that elect to
continue to be so treated also shall be considered United States holders. As
used herein, the term "non-United States holder" means a beneficial owner of a
note that is not a United States holder.
UNITED STATES HOLDERS
Payments of Interest
Payments of interest on a note will be taxable to a United States holder as
ordinary interest income at the time that such payments are accrued or are
received, in accordance with the United States holder's usual method of tax
accounting.
Purchase, Sale and Retirement of Notes
A United States holder's tax basis in a note generally will equal the
initial purchase price of such note to such holder. Upon the sale, exchange,
retirement or other taxable disposition of a note, a United States holder
generally will recognize gain or loss equal to the difference between (1) the
amount realized on the disposition (less any accrued interest, which will be
taxable as ordinary income) and (2) the United States holder's adjusted tax
basis in such note. Except as discussed below in connection with market
discount, such gain or loss will generally be long term capital gain or loss if
the United States holder's holding period for the note exceeded one year at the
time of such disposition. Further, for noncorporate United States holders whose
holding period for a note exceeds one year, the maximum United States federal
income tax rate applicable to such gain will be lower than the maximum United
States federal income tax rate applicable to ordinary income.
NON-UNITED STATES HOLDERS
Subject to the discussion of backup withholding below, under United States
federal income tax law:
- payments of principal of, and interest on, the notes to a non-United
States holder other than (1) a controlled foreign corporation related
to The Coca-Cola Company by stock
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ownership, (2) a shareholder owning actually or constructively 10% or
more of the total combined voting power of all classes of stock of The
Coca-Cola Company entitled to vote or (3) a bank which acquired such
notes in consideration of an extension of credit made pursuant to a
loan agreement entered into in the ordinary course of business, will
not be subject to United States withholding tax, provided that valid
certifications (described below) establishing that such holder is not
a United States person are received or an exemption is otherwise
established;
- any gain or income realized by any non-United States holder upon the
sale or redemption of the notes will not be subject to United States
income or withholding tax unless (1) such gain is effectively
connected with the conduct by such non-United States holder of a trade
or business in the United States or (2) in the case of any gain
realized by an individual non-United States holder, such holder is
present in the United States for 183 days or more in the taxable year
of such sale, exchange or retirement and certain other conditions are
met; and
- a note that is held by an individual who at the time of death is not a
citizen or resident of the United States will not be subject to United
States federal estate tax as a result of such individual's death,
provided that such individual is not actually or constructively a 10%
(or more) shareholder of The Coca-Cola Company and, at the time of
such individual's death, payments of interest with respect to such
notes would not have been effectively connected with the conduct by
such individual of a trade or business in the United States.
Non-United States holders, however, whose interest on the notes is
effectively connected with the conduct of a trade or business in the United
States will be subject to United States federal income tax on the interest on a
net income basis in the same manner as if they were a United States holder. In
addition, a non-United States holder that is a foreign corporation may be
subject to a branch profits tax equal to 30%, or lower applicable treaty rate,
of its effectively connected earnings and profits, including (1) any premium and
interest on a note and (2) any gain recognized on a sale, exchange or retirement
of a note, for the taxable year, subject to adjustments.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Certain noncorporate holders of notes may be subject to backup withholding
at a rate of 31% on payments made on a note. Backup withholding will apply to
you only if you are a United States person (as defined in the Code) and you (1)
fail to furnish your Taxpayer Identification Number ("TIN") which, in the case
of an individual, is your Social Security number, (2) furnish an incorrect TIN,
(3) are notified by the IRS that you have failed to properly report payments of
interest or dividends, or (4) under certain circumstances, fail to certify,
under penalty of perjury, that you furnished a correct TIN and have not been
notified by the Internal Revenue Service ("IRS") that you are subject to backup
withholding. The amounts withheld under the backup withholding rules are not an
additional tax and may be refunded, or credited against your United States
federal income tax liability provided that the required information is furnished
to the IRS. Further, information reporting may apply to such payments.
Under current Treasury regulations, backup withholding will not apply to
payments to a person that is not a United States person on notes that The
Coca-Cola Company or any paying agent make outside the United States, provided
that The Coca-Cola Company has received valid certifications meeting the
requirements of the Code and neither The Coca-Cola Company nor the paying agent
has actual knowledge or reason to know that you are a United States person for
purposes of such backup withholding tax requirements. Failure to provide such
valid certifications in accordance with the
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requirements of the Code and the applicable Treasury regulations could subject
you to withholding even if you were otherwise entitled to an exemption from
withholding.
If provided by a beneficial owner, the certification must give the name and
address of such owner, state such owner is not a United States person, or, in
the case of an individual, that such person is neither a citizen or resident of
the United States, and must be signed by the owner under penalties of perjury.
If provided by a financial institution, other than a financial institution that
is a qualified intermediary, the certification must state that the financial
institution has received from the beneficial owner the certificate set forth in
the preceding sentence, set forth the information contained in such certificate
(and include a copy of such certificate), and be signed by an authorized
representative of the financial institution under penalties of perjury.
Generally, the furnishing of the names of the beneficial owners of the notes
that are not United States persons and a copy of such beneficial owner's
certificate by a financial institution will not be required where the financial
institution is a qualified intermediary which has entered into a withholding
agreement with the IRS pursuant to the Treasury regulations.
In the case of payments to a foreign partnership, a foreign simple trust,
or a foreign grantor trust, other than payments to a foreign partnership, a
foreign simple trust, or a foreign grantor trust that qualifies as a withholding
foreign partnership or a withholding foreign trust within the meaning of the
Treasury regulations and payments to a foreign partnership, a foreign simple
trust, or a foreign grantor trust that are effectively connected with the
conduct of a trade or business in the United States, the partners of these
partnerships, the beneficiaries of the foreign simple trust, or the persons
treated as the owners of the foreign grantor trust, as the case may be, will be
required to provide the certification discussed above in order to establish an
exemption from withholding and backup withholding tax requirements.
In addition, if the foreign office of a foreign broker pays the proceeds of
the sale of a note to the seller of the note, backup withholding and information
reporting will not apply, provided that the broker (1) derives less than 50% of
its gross income for certain periods from the conduct of trade of business in
the United States, (2) is not a controlled foreign corporation and (3) is not a
foreign partnership (a) one or more of the partners of which, at any time during
its tax year, is a United States person who, in the aggregate, holds more than
50% of the income or capital interest in the partnership or (b) which, at any
time during its tax year, is engaged in the conduct of trade or business in the
United States. Moreover, the payment by the foreign office of other brokers of
the proceeds of the sale of the notes (including any accrued but unpaid
interest), will not be subject to backup withholding, unless the payor has
actual knowledge or reason to know that the payee is a United States person.
Principal and interest so paid by the United States office of a custodian,
nominee or agent, or the payment of the proceeds of a sale of a note by the
United States office of a broker, is subject to backup withholding, unless the
beneficial owner certifies its non-United States status under penalties of
perjury or otherwise establishes an exemption.
The above description is not intended to constitute a complete analysis of
all tax consequences relating to your acquisition, ownership and sale of notes.
Accordingly, prospective purchasers are urged to consult their own tax advisors
to determine the United States federal, state, local and foreign tax
consequences relating to the acquisition, ownership and sale of notes in light
of their particular situations.
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UNDERWRITING
Banc of America Securities LLC and Salomon Smith Barney Inc. are acting as
joint book-running managers of the offering and are acting as representatives of
the underwriters named below.
Subject to the terms and conditions stated in the underwriting agreement
dated the date of this prospectus supplement, each underwriter named below has
severally agreed to purchase, and we have agreed to sell to that underwriter,
the principal amount of notes set forth opposite the underwriter's name.
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
- ----------- ----------------
Banc of America Securities LLC................... $171,250,000
Salomon Smith Barney Inc......................... 171,250,000
Chase Securities Inc............................. 22,500,000
Deutsche Banc Alex. Brown Inc. .................. 22,500,000
Goldman, Sachs & Co. ............................ 22,500,000
SunTrust Equitable Securities Corporation........ 22,500,000
UBS Warburg LLC.................................. 22,500,000
Utendahl Capital Partners, L.P................... 22,500,000
The Williams Capital Group, L.P.................. 22,500,000
------------
Total.................................. $500,000,000
============
The underwriting agreement provides that the obligations of the
underwriters to purchase the notes are subject to the approval of legal matters
by their counsel and to other conditions. The underwriters are committed to take
and pay for all of the notes if any are taken.
The underwriters propose to offer part of the notes directly to the public
at the public offering price set forth on the cover page of this prospectus
supplement and some of the notes to dealers at the public offering price less a
concession not in excess of 0.300% of the principal amount of the notes. The
underwriters may allow, and dealers may reallow, a concession to certain other
dealers not in excess of 0.175% of the principal amount of the notes. After the
initial offering of the notes to the public, the representatives may change the
public offering price and the concession.
The underwriters are offering the notes subject to prior sale and their
acceptance of the notes from us. The underwriters may reject any order in whole
or in part.
In connection with the offering, the underwriters may purchase and sell
notes in the open market. These transactions may include over-allotment,
syndicate covering transactions and stabilizing transactions. Over-allotment
involves syndicate sales of notes in excess of the principal amount of notes to
be purchased by the underwriters in the offering, which creates a syndicate
short position. Syndicate covering transactions involve purchases of the notes
in the open market after the distribution has been completed in order to cover
syndicate short positions. Stabilizing transactions consist of certain bids or
purchases of notes made for the purpose of preventing or retarding a decline in
the market price of the notes while the offering is in progress.
The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when one of
the representatives, in covering syndicate short positions or making stabilizing
purchases, repurchases notes originally sold by that syndicate member.
Any of these activities may have the effect of preventing or retarding a
decline in the market price of the notes. They may also cause the price of the
notes to be higher than the price that otherwise would exist in the open market
in the absence of these transactions. The underwriters may
S-22
conduct these transactions in the over-the-counter market or otherwise. If the
underwriters commence any of these transactions, they may discontinue them at
any time.
We have agreed to indemnify the underwriters against certain liabilities,
including certain liabilities under the United States Securities Act of 1933, as
amended, or to contribute to payments the underwriters may be required to make
in respect of any of those liabilities.
We estimate that the total expenses of this offering will be approximately
$450,000.
The notes are a new issue of securities with no established trading market.
We have applied for listing of the notes on the Luxembourg Stock Exchange. We
cannot guarantee that our application to list the notes on the Luxembourg Stock
Exchange will be approved, and the completion of this offering is not
conditioned on obtaining the listing. We have been advised by the underwriters
that they presently intend to make a market in the notes, as permitted by
applicable laws and regulations. The underwriters are not obligated, however, to
make a market in the notes and may discontinue any market making at any time at
their sole discretion. Accordingly, we can provide no assurance as to the
liquidity of, or trading markets for, the notes.
It is expected that delivery of the notes will be made against payment
therefor on or about March 26, 2001, which is the fifth business day following
the date of this prospectus supplement. We refer to this settlement cycle as
"T+5." Purchasers of notes should be aware that the ability to settle secondary
market trades of the notes effected on the date of pricing and the succeeding
business days may be affected by the T+5 settlement.
The underwriters and their affiliates may engage in transactions with, and
perform services for, us or one or more of our affiliates in the ordinary course
of business.
The notes are being offered globally for sale in the United States, Europe,
Asia and elsewhere where it is lawful to make such offers.
Purchasers of the notes may be required to pay stamp taxes and other
charges in accordance with the laws and practices of the country of purchase in
addition to the issue price set forth on the cover page of this prospectus
supplement.
The underwriters have agreed that they will not offer, sell or deliver any
of the notes, directly or indirectly, or distribute this prospectus supplement
or the accompanying prospectus or any other offering material relating to the
notes in or from any jurisdiction, except when to the knowledge and belief of
the underwriters it is permitted under applicable laws and regulations.
Each underwriter has represented and agreed that:
- it has not offered or sold, and, prior to the expiration of the period of
six months from the closing date for the issuance of the notes, will not
offer or sell any notes to persons in the United Kingdom, except to those
persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments, as principal or agent, for the
purposes of their businesses or otherwise in circumstances that have not
resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations
1995, as amended;
- it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in
relation to the notes in, from or otherwise involving the United Kingdom;
- it has only issued or passed on, and will only issue or pass on, in the
United Kingdom any document received by it in connection with the issue
or sale of the notes to a person who is of a kind described in Article
11(3) of the Financial Services Act 1986 (Investment
S-23
Advertisements) (Exemptions) Order 1996, as amended, or is a person to
whom the document may otherwise lawfully be issued or passed on;
- it will not offer or sell any notes directly or indirectly in Japan or
to, or for the benefit of, any Japanese person or to others, for
re-offering or re-sale directly or indirectly in Japan or to any Japanese
person except under circumstances which will result in compliance with
all applicable laws, regulations and guidelines promulgated by the
relevant governmental and regulatory authorities in effect at the
relevant time. For purposes of this paragraph, "Japanese person" means
any person resident in Japan, including any corporation or other entity
organized under the laws of Japan;
- it is aware of the fact that no German selling prospectus
(Verkaufsprospekt) has been or will be published in respect to the sale
of the notes and that it will comply with the Securities Selling
Prospectus Act (the "SSPA") of the Federal Republic of Germany
(Wertpapier-Verkaufsprospektgesetz). In particular, each underwriter has
undertaken not to engage in a public offering (offentliche Anbieten) in
the Federal Republic of Germany with respect to any notes otherwise than
in accordance with the SSPA and any other act replacing or supplementing
the SSPA and all other applicable laws and regulations;
- the notes are being issued and sold outside the Republic of France and
that, in connection with their initial distribution, it has not offered
or sold and will not offer or sell, directly or indirectly, any notes to
the public in the Republic of France, and that it has not distributed and
will not distribute or cause to be distributed to the public in the
Republic of France this prospectus supplement, the accompanying
prospectus or any other offering material relating to the notes; and
- it and each of its affiliates have not offered or sold, and will not
offer or sell, the notes by means of any document to persons in Hong Kong
other than persons whose ordinary business it is to buy or sell shares or
debentures, whether as principal or agent or otherwise in circumstances
which do not constitute an offer to the public within the meaning of the
Hong Kong Companies Ordinance (Chapter 32 of the Laws of Hong Kong).
LEGAL OPINIONS
The validity of the notes will be passed upon for us by Joseph R. Gladden,
Jr., our Executive Vice President and General Counsel. As of February 24, 2001,
Mr. Gladden beneficially owned 614,842 shares of our common stock and held
options to purchase 223,431 shares of our common stock under our stock option
plans. White & Case, New York, New York, has acted as special tax counsel to us
in connection with tax matters related to the issuance of the notes. Alston &
Bird LLP, Atlanta, Georgia, has advised the underwriters with regard to various
matters relating to the notes and this prospectus supplement. Alston & Bird LLP
has from time to time acted as our counsel and may do so in the future.
GENERAL INFORMATION
Application has been made to list the notes on the Luxembourg Stock
Exchange. In connection with the listing application, our certificate of
incorporation and by-laws and a legal notice relating to the issuance of the
notes will be deposited prior to listing with the Chief Registrar of the
District Court of Luxembourg (Greffier en Chef du Tribunal d'Arrondissement de
et a Luxembourg), where copies thereof may be obtained. You may request copies
of these documents together with this prospectus supplement, the accompanying
prospectus, the underwriting agreement, the indenture and
S-24
our current annual and quarterly reports, as well as all other documents
incorporated by reference in this prospectus supplement, including future annual
and quarterly reports, so long as any of the notes are outstanding.
You can also request copies (free of charge) of (1) this prospectus
supplement, the accompanying prospectus and the indenture, and (2) our annual,
quarterly and current reports, as well as other documents incorporated by
reference in this prospectus supplement, including future annual, quarterly and
current reports, by following the directions under "Available Information" on
page 2 of the accompanying prospectus, by calling the Securities and Exchange
Commission at 1-800-SEC-0330 or by visiting the SEC's website at
http://www.sec.gov. These documents will also be made available (free of charge)
at the main office of Kredietbank S.A. Luxembourgeoise in Luxembourg.
Kredietbank S.A. Luxembourgeoise will act as intermediary between the Luxembourg
Stock Exchange and us and the holders of the notes.
The European Union is currently considering proposals for a new directive
regarding the taxation of savings income. Subject to a number of important
conditions being met, it is proposed that member states of the European Union
will be required to provide to the tax authorities of another member state
details of payments of interest or other similar income paid by a person within
its jurisdiction to an individual resident in that other member state, subject
to the right of certain member states to opt instead for a withholding system
for a transitional period in relation to such payments.
The members of our board of directors are Herbert A. Allen, Ronald W.
Allen, Cathleen P. Black, Warren E. Buffet, Douglas N. Daft, Susan B. King,
Donald F. McHenry, Sam Nunn, Paul F. Oreffice, James D. Robinson III, Peter V.
Ueberroth and James B. Williams. Our executive officers are Alexander R. C.
Allan, James E. Chestnut, Douglas N. Daft, Jeffrey T. Dunn, Gary P. Fayard,
Charles S. Frenette, Joseph R. Gladden, Jr., Stephen C. Jones, Connie D.
McDaniel and Carl Ware. The business address of each director and executive
officer in such capacities is One Coca-Cola Plaza, Atlanta, Georgia 30313.
As of the date of this prospectus supplement, there has been no material
adverse change in our consolidated financial condition since December 31, 2000.
Neither we nor any of our subsidiaries is involved in litigation,
arbitration or administrative proceedings relating to claims or amounts that are
material in the context of the issue of the notes. We are not aware of any such
litigation, arbitration or administrative proceedings pending or threatened.
We accept responsibility for the information contained in this prospectus
supplement and the accompanying prospectus.
Resolutions relating to the issue and sale of the notes were adopted by our
board of directors on October 16, 1991 and October 23, 1993 and by the action
taken by our treasurer on March 19, 2001, pursuant to authority granted by our
board of directors.
The notes have been accepted for clearance through Euroclear and
Clearstream and have been assigned Common Code No. 12699565, International
Security Identification Number (ISIN) US191216AH32 and CUSIP No. 191216AH3. With
the exception of the T+5 settlement cycle described under "Underwriting,"
transactions will normally be accepted for settlement not earlier than three
days after the date of the transaction.
S-25
PROSPECTUS
(LOGO)
DEBT SECURITIES
AND
WARRANTS TO PURCHASE DEBT SECURITIES
The Coca-Cola Company (the "Company") may offer from time to time its debt
securities (the "Debt Securities") or warrants to purchase Debt Securities (the
"Debt Warrants"), on terms to be determined by market conditions at the time of
sale, up to an aggregate principal amount of $500,000,000 (or (i) the equivalent
in foreign currencies or composite currencies, based on the rate of exchange at
the time of offering, or (ii) such greater amount, if Debt Securities are issued
at an original issue discount, as shall result in aggregate gross proceeds to
the Company of $500,000,000). The Debt Securities and the Debt Warrants, which
are collectively called the "Securities," may be offered either together or
separately and in one or more series, in amounts, at prices and on terms to be
set forth in supplements to this Prospectus. The Securities may be sold for U.S.
dollars or one or more foreign currencies or composite currencies and the
principal of and any premium and interest on the Securities may likewise be
payable in U.S. dollars, foreign denominated currencies or composite currencies.
The currency or composite currency for which the Securities may be purchased and
the currency or composite currency in which principal of and any premium and
interest on the Securities may be payable are set forth in the accompanying
Prospectus Supplement (the "Prospectus Supplement").
The Debt Securities will be issued in fully registered definitive form
("Certificated Securities") or in the form of global securities which may be
held and registered only in the name of a depositary institution ("Book-Entry
Securities").
The terms of the Debt Securities, including the specific designation,
aggregate principal amount, authorized denominations, purchase price, maturity,
interest rate (which may be fixed or variable) and time of payment of interest,
if any, any redemption or repayment terms, and the currency or composite
currency in which the Debt Securities shall be payable (and similar information
with respect to the Debt Securities purchasable upon exercise of each Debt
Warrant), and the terms of the Debt Warrants, including the purchase price,
exercise price, detachability, expiration date and other terms, in respect of
which this Prospectus is being delivered ("Offered Securities") are set forth in
the accompanying Prospectus Supplement, together with the terms of offering of
the Offered Securities.
The Securities may be sold directly by the Company, through agents of the
Company designated from time to time or through underwriters or dealers, or
through a combination of such methods. If any agents, underwriters or dealers
are involved in the sale of the Offered Securities, the names of such agents,
underwriters or dealers and any applicable commissions or discounts are set
forth in the Prospectus Supplement. Any agents, underwriters or dealers
participating in the offering may be deemed "underwriters" within the meaning of
the Securities Act of 1933. See "Plan of Distribution" for possible
indemnification arrangements for the agents, underwriters and dealers.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS NOVEMBER 3, 1993.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, and, in accordance therewith, files proxy statements,
reports and other information with the Securities and Exchange Commission (the
"Commission"). Proxy statements, reports and other information concerning the
Company can be inspected and copied at the Commission's Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549 and the Commission's
Regional Offices in New York (7 World Trade Center, 13th Floor, New York, New
York 10048) and Chicago (500 West Madison Street, Suite 1400, Chicago, Illinois
60661), and copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, proxy statements, reports and other information
concerning the Company can be inspected at the library of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005. This Prospectus does not
contain all the information set forth in the Registration Statements on Form S-3
of which this Prospectus is a part (together with all exhibits and amendments,
the "Registration Statements"), which the Company has filed with the Commission
under the Securities Act of 1933 and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
following documents:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1992.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1993 and June 30, 1993.
3. The Company's Current Report on Form 8-K dated February 17, 1993.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the date of this Prospectus and
prior to the termination of the offering of the Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as modified or superseded, to constitute a part of this Prospectus.
Any person, including any beneficial owner, to whom this Prospectus is
delivered may obtain without charge, upon written or oral request, a copy of any
of the documents incorporated by reference herein, except for the exhibits to
such documents unless such exhibits are specifically incorporated by reference
into the documents that this Prospectus incorporates. Requests for such copies
should be directed to the Office of the Secretary, The Coca-Cola Company, One
Coca-Cola Plaza, N.W., Atlanta, Georgia 30313 (telephone (404) 676-2121).
2
THE COMPANY
The Coca-Cola Company was incorporated in September 1919 under the laws of
the State of Delaware and succeeded to the business of a Georgia corporation
with the same name that had been organized in 1892. The Company is the largest
manufacturer, marketer and distributor of carbonated soft drink concentrates and
syrups in the world. Its soft drink products, sold in the United States since
1886, are now sold in more than 195 countries around the world and are the
leading carbonated soft drink products in most of these countries. The Company
also manufactures, produces, markets and distributes juice and juice drink
products. The Company owns substantial equity positions in certain United States
and international soft drink bottling operations, including Coca-Cola
Enterprises Inc., Coca-Cola Beverages Ltd., Coca-Cola Amatil Limited, Coca-Cola
& Schweppes Beverages Ltd. and Coca-Cola FEMSA, S.A. de C.V. The Company's
executive offices are located at One Coca-Cola Plaza, N.W., Atlanta, Georgia
30313, telephone (404) 676-2121. Unless the text indicates otherwise, the term
"Company" refers to The Coca-Cola Company and its subsidiaries consolidated.
USE OF PROCEEDS
Except as may be otherwise set forth in the Prospectus Supplement
accompanying this Prospectus, the net proceeds from the sale of the Securities
will be used for general corporate purposes, including the repayment of
short-term borrowings and the purchase of common stock of the Company under the
Company's on-going stock repurchase program. Funds not required immediately for
such purposes may be invested temporarily in short-term marketable securities.
RATIOS OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges for the Company for each of the
five years in the period ended December 31, 1992 and for the nine-month period
ended September 30, 1993 are as follows:
NINE MONTHS YEAR ENDED DECEMBER 31,
ENDED --------------------------------
SEPTEMBER 30, 1993 1992 1991 1990 1989 1988
------------------ ---- ---- ---- ---- ----
Ratios of Earnings to Fixed
Charges.......................... 16.4 14.1 11.6 8.5 6.2 7.2
The ratios of earnings to fixed charges are computed on a total enterprise
basis by dividing income from continuing operations before income taxes and
changes in accounting principles (excluding undistributed equity earnings) and
fixed charges (excluding capitalized interest) by fixed charges. Fixed charges
consist of interest expense, the interest portion of rental expense and
capitalized interest.
The Company is contingently liable for guarantees of indebtedness of
independent bottling companies and others (approximately $122 million at
September 30, 1993). Fixed charges for these contingent liabilities have not
been included in the computations of the above ratios as the amounts are
immaterial and, in the opinion of management, it is not probable that the
Company will be required to satisfy the guarantees.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities in
respect of which this Prospectus is being delivered and the extent, if any, to
which such general provisions may not apply thereto will be described in the
Prospectus Supplement relating to such Debt Securities.
The Debt Securities are to be issued under an Amended and Restated
Indenture between the Company and Bankers Trust Company, as Trustee (the
"Trustee"), dated as of April 26, 1988, as amended by a First Supplemental
Indenture dated as of February 24, 1992 (as so amended, the "Indenture"). The
Indenture is subject to the provisions of the Trust Indenture Reform Act of
1990, which became effective on November 15, 1990 and governs indentures
qualified prior to that date.
3
The following statements are subject to the detailed provisions of the
Indenture, a copy of which is filed as an exhibit to the Registration
Statements. References in italics are to sections and articles of the Indenture.
Wherever particular provisions of the Indenture are referred to, such provisions
are incorporated by reference as a part of the statements made, and the
statements are qualified in their entirety by such reference. Capitalized terms
used in this description but not defined herein have the meanings provided in
the Indenture.
GENERAL
The Indenture does not limit the amount of Debt Securities that can be
issued thereunder and provides that Debt Securities may be issued thereunder up
to the aggregate principal amount which may be authorized from time to time by
the Company. The Debt Securities will be unsecured and unsubordinated
obligations of the Company, and will rank equally and ratably with other
unsecured and unsubordinated obligations of the Company, and will not be
convertible into common stock of the Company.
Reference is made to the Prospectus Supplement which accompanies this
Prospectus for the following terms of the Debt Securities in respect of which
this Prospectus is being delivered: (i) the designation, aggregate principal
amount and authorized denominations of such Debt Securities; (ii) the percentage
of their principal amount at which such Debt Securities will be issued; (iii)
the date or dates on which such Debt Securities will mature (or the manner of
determining the same); (iv) the rate or rates per annum, if any, at which such
Debt Securities will bear interest (or the manner of determining the same); (v)
the times at which any such interest will be payable; (vi) the currency or
composite currency for which such Debt Securities may be purchased and the
currency or composite currency in which the principal of and any premium and
interest on such Debt Securities may be payable; (vii) the period or periods
within which, and the terms and conditions upon which, an election may be made
by the Company or a holder, as the case may be, for payment of the principal of
or any premium or interest on the Debt Securities in a currency or composite
currency other than that in which the Debt Securities are stated to be payable;
(viii) whether the Debt Securities are to be issued in the form of one or more
Book-Entry Securities and, if so, the identity of the Depositary for such
Book-Entry Security or Securities and information with respect to book-entry
procedures; (ix) any mandatory or optional sinking fund or analogous provision;
(x) the date, if any, after which, the price or prices at which, and the
currency or composite currency in which, such Debt Securities are payable
pursuant to any optional or mandatory redemption provisions; (xi) if other than
the principal amount thereof, the portion of the principal amount of such Debt
Securities which will be payable upon declaration of acceleration of the
maturity thereof (or the manner of determining the same); (xii) if the amount of
payments of principal of or any premium or interest on such Debt Securities may
be determined by reference to an index or formula, the manner in which such
amounts will be determined; (xiii) the applicability of certain covenants and
the defeasance provisions to the Debt Securities being offered, if other than as
described below; and (xiv) any other terms of the Debt Securities.
If the purchase price of any of the Debt Securities is denominated in a
foreign currency or composite currency, or if the principal of or any premium or
interest on any of the Debt Securities is payable in a foreign currency or
composite currency, the restrictions, elections, tax consequences, specific
terms and other information with respect to such issue of Debt Securities and
such foreign currency or composite currency will be set forth in the applicable
Prospectus Supplement relating thereto.
Debt Securities may be issued as Original Issue Discount Securities to be
offered and sold at a substantial discount from the principal amount thereof.
"Original Issue Discount Security" means any Debt Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof. (Section 1.01). Special
Federal income tax, accounting and other considerations applicable thereto will
be described in the Prospectus Supplement relating to any such Original Issue
Discount Securities.
DENOMINATIONS, REGISTRATION AND TRANSFER
Unless otherwise indicated in an applicable Prospectus Supplement with
respect to a series of Debt Securities, Certificated Securities denominated in
U.S. dollars will be issued only in denominations of $1,000
4
or any integral multiple thereof. A Book-Entry Security will be issued in a
denomination equal to the aggregate principal amount of Outstanding Debt
Securities of the series represented by such Book-Entry Security. The Prospectus
Supplement relating to a series of Debt Securities denominated in a foreign
currency or composite currency will specify the denominations thereof. (Sections
3.02 and 3.03).
Certificated Securities of any series will be exchangeable for other
Certificated Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations. In addition,
Certificated Securities may be presented for registration of transfer (with the
form of transfer duly executed), at the office of the Securities Registrar or at
the office of any transfer agent designated by the Company for such purpose with
respect to any series of Debt Securities and referred to in an applicable
Prospectus Supplement, without service charge and upon payment of any taxes and
other governmental charges as described in the Indenture. Such transfer or
exchange will be effected upon the Securities Registrar or such transfer agent,
as the case may be, being satisfied with the documents of title and identity of
the person making the request. The Company has initially appointed the Trustee
as Securities Registrar under the Indenture. (Section 3.05). If a Prospectus
Supplement refers to any transfer agent (in addition to the Securities
Registrar) initially designated by the Company with respect to any series of
Debt Securities, the Company may at any time rescind the designation of any such
transfer agent or approve a change in the location through which any such
transfer agent acts, except that the Company will be required to maintain a
transfer agent in the Borough of Manhattan, The City of New York, for such
series. The Company may at any time designate additional transfer agents with
respect to any series of Debt Securities. (Section 5.02).
In the event of any redemption in part of the Debt Securities of a series,
the Company shall not be required to (i) issue, register the transfer of or
exchange Debt Securities of such series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Debt Securities of that series selected to be redeemed and ending at the close
of business on the day of such mailing or (ii) register the transfer of or
exchange any Debt Security, or portion thereof, called for redemption, except
the unredeemed portion of any Debt Security being redeemed in part. (Section
3.05).
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and any premium and interest on Certificated Securities will be
made at the office of such Paying Agent or Paying Agents as the Company may
designate from time to time, except that at the option of the Company payment of
any interest may be made by check mailed or delivered to the address of the
Person entitled thereto as such address shall appear in the Securities Register.
(Section 2.02). Unless otherwise indicated in an applicable Prospectus
Supplement, payment of any installment of interest on Debt Securities will be
made to the Person in whose name such Debt Security is registered at the close
of business on the Regular Record Date for such interest payment. (Section
3.07). Payments of any interest on the Debt Securities may be subject to the
deduction of applicable withholding taxes. (Section 5.01).
Unless otherwise indicated in an applicable Prospectus Supplement, the
principal office of the Trustee in The City of New York will be designated as
the Company's sole Paying Agent for payments with respect to Debt Securities.
Any other Paying Agents initially designated by the Company will be named in the
related Prospectus Supplement. The Company may at any time designate additional
Paying Agents or rescind the designation of any Paying Agents or approve a
change in the office through which any Paying Agent acts, except that the
Company will be required to maintain a Paying Agent in the Borough of Manhattan,
The City of New York, for such series. (Section 5.02).
All moneys paid by the Company to the Trustee or any Paying Agent for the
payment of principal of or interest on any Debt Security which remains unclaimed
at the end of two years after such principal or interest shall have become due
and payable will be repaid to the Company and the holder of such Debt Security
will thereafter be entitled to look only to the Company for payment thereof.
(Section 12.04).
5
BOOK-ENTRY SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Book-Entry Securities that will be deposited with, or on
behalf of, The Depository Trust Company (the "Depositary"), or another
depositary named by the Company and identified in the Prospectus Supplement
relating to such series. Unless and until it is exchanged for Certificated
Securities, a Book-Entry Security may not be registered for transfer or exchange
except as a whole by the Depositary for such Book-Entry Security to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such Book-Entry Security or a nominee of such
successor. (Section 3.05).
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Book-Entry
Security will be described in the Prospectus Supplement relating to such Debt
Securities. The Company anticipates that the following provisions will apply to
all depositary arrangements.
Upon the issuance of a Book-Entry Security, the Depositary for such
Book-Entry Security or its nominee will credit, on its book-entry registration
and transfer system, the respective principal amounts of the Debt Securities
represented by such Book-Entry Security to the accounts of persons that have
accounts with such Depositary ("participants"). Such accounts shall be
designated by the underwriters or agents with respect to such Debt Securities or
by the Company if such Debt Securities are offered and sold directly by the
Company. Participants include securities brokers and dealers, banks and trust
companies, clearing corporations and certain other organizations. Access to the
Depositary's system is also available to others, such as banks, brokers, dealers
and trust companies, that clear through or maintain a custodial relationship
with a participant, either directly or indirectly ("indirect participants").
Persons who are not participants may beneficially own Book-Entry Securities held
by the Depositary only through participants or indirect participants.
Ownership of beneficial interests in any Book-Entry Security will be shown
on, and the transfer of that ownership will be effected only through, records
maintained by the Depositary or its nominee (with respect to interests of
participants) for such Book-Entry Security and on the records of participants
(with respect to interests of indirect participants). The laws of some states
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such laws, as well as the limits on participation
in the Depositary's book-entry system, may impair the ability to transfer
beneficial interests in a Book-Entry Security.
So long as the Depositary or its nominee is the registered owner of a
Book-Entry Security, such Depositary or such nominee will be considered the sole
owner or holder of the Debt Securities represented by such Book-Entry Security
for all purposes under the Indenture. Except as provided below, owners of
beneficial interests in a Book-Entry Security will not be entitled to have Debt
Securities of the series represented by such Book-Entry Security registered in
their names, will not receive or be entitled to receive physical delivery of
such Debt Securities in definitive form, and will not be considered the owners
or holders thereof under the Indenture.
Payments of principal of and any premium and interest on Debt Securities
registered in the name of the Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of the
Book-Entry Security representing such Debt Securities. The Company expects that
the Depositary for a series of Debt Securities or its nominee, upon receipt of
any payment of principal, premium or interest, will credit immediately
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the Book-Entry
Security for such Debt Securities, as shown on the records of such Depositary or
its nominee. The Company also expects that payments by participants and indirect
participants to owners of beneficial interests in such Book-Entry Security held
through such persons will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of customers
in bearer form or registered in "street name," and will be the responsibility of
such participants and indirect participants. Neither the Company, the Trustee,
any Paying Agent nor the Securities Registrar for such Debt Securities will have
any responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests of the Book-
6
Entry Security for such Debt Securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests. (Section
3.11).
If the Depositary for Debt Securities of a series is at any time unwilling
or unable, or is no longer eligible, to continue as depositary, the Company has
agreed to appoint a successor depositary. If such a successor is not appointed
by the Company within 90 days, the Company will issue Debt Securities of such
series in definitive form in exchange for the Book-Entry Security representing
such series of Debt Securities. In addition, the Company may at any time and in
its sole discretion determine not to have the Debt Securities of a series
represented by a Book-Entry Security and, in such event, will issue Debt
Securities of such series in definitive form in exchange for the Book-Entry
Security representing such series of Debt Securities. Further, if the Company so
specifies with respect to the Debt Securities of a series, an owner of a
beneficial interest in a Book-Entry Security representing Debt Securities of
such series may, on terms acceptable to the Company, the Trustee and the
Depositary for such Book-Entry Security, receive Debt Securities of such series
in definitive form. In any such instance, an owner of a beneficial interest in a
Book-Entry Security will be entitled to physical delivery in definitive form of
Debt Securities of the series represented by such Book-Entry Security equal in
principal amount to such beneficial interest and to have such Debt Securities
registered in its name. (Section 3.05).
CERTAIN COVENANTS OF THE COMPANY
Restrictions on Liens. If the Prospectus Supplement for a particular
series of Debt Securities indicates that the covenant set forth in Section 5.03
of the Indenture will be applicable to such series, the Company will be subject
to the covenant that it will not, nor will it permit any Restricted Subsidiary
(as hereinafter defined) to, create, incur, issue, assume or guarantee any debt
for money borrowed (hereinafter in this and the following three paragraphs
referred to as "Debt") if such Debt is secured by a mortgage, pledge, lien,
security interest or other encumbrance upon any Principal Property (as
hereinafter defined) or on any shares of stock or indebtedness of any Restricted
Subsidiary (whether such Principal Property, shares of stock or indebtedness are
now owned or hereafter acquired) without in any such case effectively providing
that the Debt Securities, and at the Company's option any other indebtedness of
the Company or any Restricted Subsidiary ranking equally with the Debt
Securities, shall be secured equally and ratably with (or, at the Company's
option, prior to) such Debt. The foregoing restrictions shall not apply to (i)
mortgages on property, shares of stock or indebtedness of any corporation
existing at the time such corporation becomes a Restricted Subsidiary, (ii)
mortgages on property existing at the time of acquisition thereof and certain
purchase money mortgages, (iii) mortgages securing Debt owing by any Restricted
Subsidiary to the Company or another Restricted Subsidiary, (iv) mortgages on
property of a corporation existing at the time such corporation is merged into
or consolidated with the Company or a Restricted Subsidiary or at the time of a
sale, lease or other disposition of the properties of a corporation or firm as
an entirety or substantially as an entirety to the Company or a Restricted
Subsidiary, (v) mortgages in favor of any country or any political subdivision
of any country, or any instrumentality thereof, to secure certain payments
pursuant to any contract or statute or to secure any indebtedness incurred for
the purpose of financing all or any part of the purchase price or the cost of
construction of the property subject to such mortgages, or (vi) any extension,
renewal or replacement (or successive extensions, renewals or replacements), in
whole or in part, of any mortgage referred to in the foregoing clauses (i) to
(v), inclusive, or any mortgage existing at the date of the Indenture.
Notwithstanding the above, the Company and one or more Restricted Subsidiaries
may, without securing the Debt Securities, create, incur, issue, assume or
guarantee secured debt which would otherwise be subject to the foregoing
restrictions, provided that after giving effect thereto the aggregate of such
secured Debt then outstanding (not including secured Debt permitted under the
foregoing exceptions) at such time does not exceed 10% of the consolidated
stockholders' equity of the Company and its consolidated subsidiaries as of the
end of the preceding fiscal year. (Section 5.03).
Restrictions on Sale and Leaseback Transactions. If the Prospectus
Supplement for a particular series of Debt Securities indicates that the
covenant set forth in Section 5.04 of the Indenture will be applicable to such
series, the Company will be subject to the covenant that it will not, and will
not permit any Restricted Subsidiary to, enter into any lease longer than three
years covering any Principal Property of the Company or
7
any Restricted Subsidiary that is sold to any other person in connection with
such lease unless (i) the Company or such Restricted Subsidiary would be
entitled, pursuant to "Restrictions on Liens" described above, to incur Debt
secured by a mortgage on the Principal Property involved in an amount at least
equal to the Attributable Debt (as hereinafter defined) in respect thereof
without equally and ratably securing the Debt Securities, provided, that such
Attributable Debt shall thereupon be deemed to be Debt subject to the provisions
of such restriction on liens, or (ii) since the date of the Indenture and within
a period commencing twelve months prior to the consummation of the sale and
leaseback transaction and ending twelve months after consummation of such
transaction the Company or such Restricted Subsidiary has expended or will
expend for Principal Property an amount equal to (a) the net proceeds of such
sale and leaseback transaction and the Company elects to designate such amount
as a credit against such transaction or (b) a part of the net proceeds of such
sale and leaseback transaction and the Company elects to designate such amount
as a credit against such transaction and applies an amount equal to the
remainder of the net proceeds as provided in clause (iii) hereof, or (iii) an
amount equal to such Attributable Debt (less any amount elected under clause
(ii) hereof) is applied to the retirement of Debt which by its terms matures at
or is prepayable or extendible or renewable at the sole option of the obligor
without requiring the consent of the obligee to a date more than twelve months
after the date of the creation of such Debt. (Section 5.04).
Restrictions on Consolidation, Merger and Sale. The Indenture provides
that the Company may consolidate with or merge into any other corporation, or
transfer or lease substantially all of its properties and assets to any other
corporation, if the corporation formed by or resulting from any such
consolidation, into which the Company is merged or which shall have acquired or
leased such properties and assets, shall assume payment of the principal of (and
premium, if any) and interest, if any, on the Debt Securities and the
performance and observance of the covenants of the Indenture. (Section 11.01).
If upon any consolidation or merger of the Company, or of the Company and
any Subsidiary, with or into any other corporation or corporations, or upon the
merger of any other corporation into the Company, or successive consolidations
or mergers to which the Company or its successors shall be a party or parties,
or upon any sale or conveyance of the property of the Company, or of the Company
and any Subsidiary, as an entirety or substantially as an entirety, any
Principal Property or any shares of stock or Debt of any Restricted Subsidiary
would thereupon become subject to any mortgage, the Company will cause the Debt
Securities, and at its option any other indebtedness of the Company or such
Restricted Subsidiary ranking equally with the Debt Securities, to be secured
equally and ratably with (or, at the Company's option, prior to) any Debt
secured thereby, unless such Debt could have been incurred without the Company's
being required pursuant to "Restrictions on Liens" described above, to secure
the Debt Securities equally or ratably with (or prior to) such Debt. (Section
11.01).
Reference is made to the Prospectus Supplement relating to each series of
Offered Securities for the particular provisions relating to such Offered
Securities, including any additional restrictive covenants that may be included
in the terms thereof. The covenants described above restricting liens and sale
and leaseback transactions will not be applicable to a series of Offered
Securities unless so provided in the related Prospectus Supplement.
CERTAIN DEFINITIONS
"Attributable Debt" in respect of a sale and leaseback transaction means,
as of any particular time, the present value (discounted at the rate of interest
implicit in the terms of the lease involved in such sale and leaseback
transaction, as determined in good faith by the Company) of the obligation of
the lessee thereunder for rental payments (excluding, however, any amounts
required to be paid by such lessee, whether or not designated as rent or
additional rent, on account of maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges or any amounts required to be paid
by such lessee thereunder contingent upon the amount of sales, maintenance and
repairs, insurance, taxes, assessments, water rates or similar charges) during
the remaining term of such lease (including any period for which such lease has
been extended or may, at the option of the lessor, be extended). (Section 1.01).
8
The term "Principal Property" means each manufacturing plant or facility of
the Company or a Restricted Subsidiary located within the United States of
America (other than its territories and possessions) or Puerto Rico, except any
such manufacturing plant or facility which the Board of Directors of the Company
by resolution reasonably determines not to be of material importance to the
total business conducted by the Company and its Restricted Subsidiaries.
(Section 1.01).
The term "Subsidiary" means a corporation more than 50% of the outstanding
Voting Stock of which is owned, directly or indirectly, by the Company or one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
The term "Voting Stock" means stock of the class or classes having general
voting power under ordinary circumstances to elect at least a majority of the
board of directors, managers or trustees of said corporation (irrespective of
whether or not at the time stock of any other class or classes shall have or
might have voting power by reason of the happening of any contingency). (Section
1.01).
The term "Restricted Subsidiary" means any Subsidiary (i) substantially all
of the property of which is located, or substantially all of the business of
which is carried on, within the United States of America (other than its
territories and possessions) or Puerto Rico and (ii) which owns or is the lessee
of any Principal Property, but does not include any Subsidiary primarily engaged
in financing activities, primarily engaged in the leasing of real property to
persons other than the Company and its Subsidiaries, or which is characterized
by the Company as a temporary investment. The term "Restricted Subsidiary" does
not include Coca-Cola Financial Corporation, The Coca-Cola Trading Company, 55th
& 5th Avenue Corporation, 3300 Riverside Drive Corporation, Bottling Investments
Corporation, HV Company or ACCBC Holding Company, and their respective
subsidiaries. (Section 1.01).
EVENT OF DEFAULT
An Event of Default with respect to any series of Debt Securities is
defined in the Indenture as being: default for 30 days in payment of any
interest on such series; default in payment of any principal of, premium, if
any, on or in any sinking fund installment for such series; default for 90 days
after notice in performance of any other covenant in the Indenture (other than a
covenant or agreement included in the Indenture solely for the benefit of
holders of Debt Securities of any series other than that series); certain events
in bankruptcy, insolvency or reorganization of the Company; or any other Event
of Default provided with respect to the Debt Securities of that series. (Section
7.01). The Company is required annually to deliver to the Trustee an officers'
certificate stating whether or not the signers have knowledge of any defaults in
performance by the Company of the covenants described. (Section 5.07).
In case an Event of Default shall occur and be continuing with respect to
the Debt Securities of any series, the Trustee or the holders of not less than
25% in principal amount of the Debt Securities of such series then outstanding
may declare the principal (or, if the Debt Securities of such series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the Prospectus Supplement for such series) of all the Debt
Securities of such series to be due and payable. (Section 7.02). Any Event of
Default with respect to a particular series of Debt Securities may be waived by
the holders of not less than a majority in aggregate principal amount of the
outstanding Debt Securities of such series (or, in the case of certain Events of
Default pertaining to all outstanding Debt Securities, with the consent of
holders of a majority in principal amount of all the Debt Securities then
outstanding acting as one class), except an Event of Default in the payment of
principal of or any premium or interest on any Debt Securities of such series or
in respect of a covenant or provision of the Indenture which, under the terms
thereof, cannot be modified or amended without the consent of the holder of each
outstanding Debt Security of such series. (Section 7.11).
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
is under no obligation to exercise any of the rights or powers under the
Indenture at the request, order or direction of any of the holders of Debt
Securities of any series, unless such Securityholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred therein or thereby. (Section 8.02). Subject
to such provisions for the indemnification of the Trustee and certain
limitations contained in the Indenture, the holders of a majority in principal
amount of all Debt Securities of such series at the time outstanding (treated as
one class)
9
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to the Debt Securities of that
series. (Section 7.10).
If any Debt Securities are denominated in a foreign currency or composite
currency, then for the purposes of determining whether the holders of the
requisite principal amount of Debt Securities have taken any action as herein
described, the principal amount of such Debt Securities shall be deemed to be
that amount of United States dollars that could be obtained for such principal
amount on the basis of the spot rate of exchange into United States dollars for
the currency or composite currency in which such Debt Securities are denominated
(as determined by the Company or an authorized exchange rate agent and evidenced
to the Trustee) as of the date the taking of such action by the holders of such
requisite principal amount is evidenced to the Trustee as provided in the
Indenture. (Section 14.10).
MODIFICATIONS OF THE INDENTURE
Certain modifications and amendments of the Indenture may be made by the
Company and the Trustee with the consent of the holders of not less than a
majority in aggregate principal amount then outstanding of any series of the
Debt Securities affected by such modification or amendment, except that no such
modification shall (i) extend the fixed maturity of such series of the Debt
Securities, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or impair or affect the right of any
Securityholder to institute suit for the payment thereof, or change the coin or
currency in which the principal of or interest on such series of Debt Securities
is payable, without the consent of the holder of each Debt Security so affected,
or (ii) reduce the aforesaid principal amount of Debt Securities of such series,
the consent of the holders of which is required for any such modification,
without the consent of the holders of all the Debt Securities of such series.
(Section 10.02).
DEFEASANCE OF THE INDENTURE AND SECURITIES
Except as otherwise set forth in the Prospectus Supplement relating to any
series of the Debt Securities, the Company will be deemed to have paid and
discharged the entire indebtedness on the Debt Securities of any series, and the
Company's obligations under the Indenture with respect to the Debt Securities of
such series (other than certain specified obligations of the Company such as the
obligations to maintain a security register pertaining to transfer of the Debt
Securities, to maintain a paying agency office, and to replace stolen, lost or
destroyed Debt Securities) will cease to be in effect, from and after the date
of the deposit with the Trustee, in trust, of (i) money in an amount in the
currency or composite currency in which the Debt Securities of such series are
denominated or (ii) U.S. Government Obligations in the case of the Debt
Securities denominated in dollars or obligations issued or guaranteed by the
government which issued the currency in which the Debt Securities of such series
are denominated in the case of Debt Securities denominated in foreign
currencies, which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount in the
currency in which the Debt Securities of such series are denominated, or (iii) a
combination thereof, sufficient to pay and discharge the principal (and premium,
if any) and interest, if any, to the date of maturity on or the redemption date
of, such series of Debt Securities. (Sections 12.01 and 12.02). In the event of
any such defeasance, holders of such Debt Securities would be able to look only
to such trust fund for payment of principal (and premium, if any) and interest,
if any, on their Debt Securities until maturity.
Such defeasance may be treated as a taxable exchange of the related Debt
Securities for an issue of obligations of the trust or a direct interest in the
money, U.S. Government Obligations or other obligations held in the trust. In
that case, holders of such Debt Securities would recognize gain or loss as if
the trust obligations or the money, U.S. Government Obligations or other
obligations deposited, as the case may be, had actually been received by them in
exchange for their Debt Securities. Such holders thereafter might be required to
include in income a different amount than would be includable in the absence of
defeasance. Prospective investors are urged to consult their own tax advisors as
to the specific consequences of defeasance.
10
CONCERNING THE TRUSTEE
Bankers Trust Company, New York, New York, is the Trustee under the
Indenture. The Company maintains banking relationships in the ordinary course of
business with Bankers Trust Company, and Bankers Trust Company also acts as a
dealer for the issuance of commercial paper of the Company, has entered into
interest rate and foreign currency transactions with the Company and serves as
fiscal agent for outstanding obligations of the Company. As of the date of this
Prospectus, the Company had issued under the Indenture and there were
outstanding the following securities: its 7 3/4% Notes due February 15, 1996,
its 7 7/8% Notes due September 15, 1998, its Medium Term Note, Series A, its
6 5/8% Notes due October 1, 2002, its 6% Notes due July 15, 2003 and its 7 3/8%
Debentures due July 29, 2093.
DESCRIPTION OF DEBT WARRANTS
The following description of the terms of the Debt Warrants sets forth
certain general terms and provisions of the Debt Warrants to which any
Prospectus Supplement may relate. The particular terms of any Debt Warrants in
respect of which this Prospectus is being delivered and the extent, if any, to
which such general provisions may not apply thereto will be described in the
Prospectus Supplement relating to such Debt Warrants.
The Company may issue Debt Warrants in registered certificated form for the
purchase of Debt Securities. Debt Warrants may be issued together with or
separately from any Debt Securities offered by any Prospectus Supplement and, if
issued together with any Debt Securities, may be attached to or separate from
such Debt Securities. Debt Warrants are to be issued under Debt Warrant
Agreements to be entered into between the Company and a bank or trust company,
as Debt Warrant Agent, all as set forth in the Prospectus Supplement relating to
the particular issue of Debt Warrants. Copies of the forms of Debt Warrant
Agreements and Debt Warrant Certificates are filed as exhibits to the
Registration Statements.
The following summaries of certain provisions of the forms of Debt Warrant
Agreements and Debt Warrant Certificates do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all the
provisions of the Debt Warrant Agreements and the Debt Warrant Certificates.
Section references herein are references to particular provisions of the Debt
Warrant Agreements. Capitalized terms used in this Description of Debt Warrants
but not defined herein have the meanings ascribed to such terms in the Debt
Warrant Agreements.
GENERAL
The Prospectus Supplement will describe the terms of the Debt Warrants
offered thereby, the Debt Warrant Agreement relating to such Debt Warrants and
the Debt Warrant Certificates representing such Debt Warrants, including the
following: (i) the offering price and the currency or composite currency for
which Debt Warrants may be purchased; (ii) the designation, aggregate principal
amount, authorized denominations and terms of the Debt Securities purchasable
upon exercise of such Debt Warrants; (iii) if applicable, the designation and
terms of the Debt Securities with which such Debt Warrants are issued and the
number of Debt Warrants issued with each such Debt Security; (iv) if applicable,
the date on and after which such Debt Warrants and the related Debt Securities
will be separately transferable; (v) the principal amount of Debt Securities
purchasable upon exercise of each Debt Warrant and the price and currency or
composite currency or other consideration (which may include Debt Securities)
for which such principal amount of Debt Securities may be purchased upon such
exercise; (vi) the date on which the right to exercise the Debt Warrants shall
commence and the date (the "Expiration Date") on which such right shall expire;
(vii) the terms of any mandatory or optional redemption by the Company; (viii)
certain federal income tax consequences; (ix) the identity of the Debt Warrant
Agent; and (x) any other terms of the Debt Warrants.
Debt Warrant Certificates may be exchanged for new Debt Warrant
Certificates of different denominations, may be presented for registration of
transfer, and may be exercised at the corporate trust office of the Debt Warrant
Agent or any other office indicated in the Prospectus Supplement. (Sections 6
and 9).
11
EXERCISE OF DEBT WARRANTS
Each Debt Warrant will entitle its holder to purchase such principal amount
of Debt Securities at such exercise price, for such consideration and during
such period or periods as shall in each case be set forth in, or calculable
from, the Prospectus Supplement relating to such Debt Warrant. Debt Warrants may
be exercised at any time up to 5:00 p.m., New York City time, on the Expiration
Date set forth in the Prospectus Supplement relating to such Debt Warrants.
After such time on the Expiration Date (or such later date to which such
Expiration Date may be extended by the Company), unexercised Debt Warrants will
be void. (Section 8). Prior to the exercise of their Debt Warrants, holders of
Debt Warrant Certificates will not have any of the rights of holders of the Debt
Securities purchasable upon such exercise, including the right to receive
payments of principal of or any premium or interest on the Debt Securities
purchasable upon such exercise or to enforce covenants in the Indenture.
(Section 24).
Debt Warrants may be exercised by delivery to the Debt Warrant Agent of
payment as provided in the related Prospectus Supplement of the amount required
to purchase the Debt Securities purchasable upon such exercise together with
certain information set forth on the reverse side of the Debt Warrant
Certificate. Unless otherwise provided in the related Prospectus Supplement,
upon receipt of such payment and the Debt Warrant Certificate properly completed
and duly executed at the corporate trust office of the Debt Warrant Agent or any
other office indicated in the related Prospectus Supplement, the Company will,
as soon as practicable, issue and deliver the Debt Securities purchasable upon
such exercise. If fewer than all of the Debt Warrants represented by such Debt
Warrant Certificate are exercised, a new Debt Warrant Certificate will be issued
for the remaining amount of Debt Warrants. (Section 9).
MODIFICATIONS
Any Debt Warrant Agreement and the terms of the Debt Warrants issued
thereunder may be amended by the Company and the Debt Warrant Agent, without the
consent of the holders of Debt Warrant Certificates, for the purpose of curing
any ambiguity, or curing, correcting or supplementing any defective provision
contained therein, or in any other manner which the Company and the Debt Warrant
Agent may deem necessary or desirable and which will not adversely affect the
interests of the holders of Debt Warrant Certificates. (Section 19).
ENFORCEABILITY OF RIGHTS BY HOLDERS; GOVERNING LAW
The Debt Warrant Agent will act solely as an agent of the Company in
connection with the Debt Warrant Certificates and will not assume any obligation
or relationship of agency or trust for or with any holders of Debt Warrant
Certificates. Holders may, without the consent of the Debt Warrant Agent or the
Trustee for the applicable series of Debt Securities, enforce by appropriate
legal action, on their own behalf, their right to exercise their Debt Warrants
in the manner provided in their Debt Warrant Certificates and the Debt Warrant
Agreement. (Section 25). Unless otherwise indicated in the Prospectus Supplement
relating thereto, each issue of Debt Warrants and the applicable Debt Warrant
Agreement will be governed by and construed in accordance with the laws of the
State of New York. (Section 22).
PLAN OF DISTRIBUTION
The Company may sell Securities to or through one or more underwriters or
dealers, through agents, or directly to other purchasers. Such underwriters may
offer the Securities on a best-efforts or a firm-commitment basis. The
distribution of the Securities may be effected from time to time in one or more
transactions at a fixed price or prices (which may be changed from time to
time), at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Each Prospectus
Supplement will describe the method of distribution of the Offered Securities.
In connection with the sale of Securities, underwriters, dealers or agents
acting on behalf of the Company may receive compensation from the Company or
from purchasers of Securities for whom they may act as agents in the form of
discounts, concessions or commissions. The underwriters, dealers and agents that
12
participate in the distribution of Securities may be deemed to be underwriters
under the Securities Act of 1933 and any discounts or commissions received by
them and any profit on the resale of Securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933.
The Offered Securities may or may not be listed on a national securities
exchange or a foreign securities exchange. No assurances can be given that there
will be a market for the Offered Securities.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters, dealers or agents to solicit offers by certain specified
institutions to purchase Offered Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts. Institutions with which
such contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions, but will in all cases be
subject to the approval of the Company. The obligations of any purchaser under
any such delayed delivery contract will not be subject to any conditions except
that (i) the purchase of the Offered Securities shall not at the time of
delivery be prohibited under the laws of any jurisdiction to which such
purchaser is subject, and (ii) if the Offered Securities are also to be sold to
underwriters, the Company shall have sold to such underwriters the Offered
Securities not sold for delayed delivery. The underwriters and such other
persons will not have any responsibility in respect to the validity or
performance of such contracts.
Underwriters, dealers and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act of 1933, or to
contribution with respect to payments which such persons may be required to make
in respect thereof.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, the Company in the ordinary course of business.
LEGAL OPINIONS
Certain matters regarding the validity of the Debt Securities and Debt
Warrants will be passed upon for the Company by Joseph R. Gladden, Jr., Senior
Vice President and General Counsel of the Company, and for any underwriter or
agent by Simpson Thacher & Bartlett (a partnership which includes professional
corporations), New York, New York. As of September 30, 1993, Mr. Gladden
beneficially owned 160,018 shares of the common stock of the Company and held
options to purchase 168,000 shares of the Company's common stock under the
Company's stock option plans.
EXPERTS
The consolidated financial statements and schedules of the Company
appearing or incorporated by reference in the Company's Annual Report on Form
10-K for the year ended December 31, 1992 incorporated by reference in this
Prospectus and the Registration Statements have been audited by Ernst & Young,
independent auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
schedules are incorporated herein by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.
13
Principal Office of The Coca-Cola Company:
ONE COCA-COLA PLAZA
ATLANTA, GEORGIA 30313
Trustee:
BANKERS TRUST COMPANY
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
Luxembourg Stock Exchange Listing Agent
and Luxembourg Paying Agent and Transfer Agent:
KREDIETBANK S.A. LUXEMBOURGEOISE
42 BOULEVARD ROYAL
L-2955 LUXEMBOURG
Legal Advisor
to The Coca-Cola Company:
JOSEPH R. GLADDEN, JR.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
THE COCA-COLA COMPANY
ONE COCA-COLA PLAZA
ATLANTA, GEORGIA 30313
Special Counsel
to The Coca-Cola Company:
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303
Special United States Tax Counsel
to The Coca-Cola Company:
WHITE & CASE
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
Legal Advisors to the Underwriters:
ALSTON & BIRD LLP
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET, NE
ATLANTA, GEORGIA 30309-3424
Independent Auditors
of The Coca-Cola Company:
ERNST & YOUNG LLP
600 PEACHTREE STREET, SUITE 2800
ATLANTA, GEORGIA 30308
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$500,000,000
(LOGO)
5.75% Notes due March 15, 2011
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PROSPECTUS SUPPLEMENT
March 19, 2001
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JOINT BOOK-RUNNING MANAGERS
BANC OF AMERICA SECURITIES LLC SALOMON SMITH BARNEY
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DEUTSCHE BANC ALEX. BROWN
GOLDMAN, SACHS & CO.
JPMORGAN
SUNTRUST EQUITABLE SECURITIES CORPORATION
UBS WARBURG LLC
UTENDAHL CAPITAL PARTNERS, L.P.
THE WILLIAMS CAPITAL GROUP, L.P.
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