AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 2001.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE COCA-COLA COMPANY
(Exact name of registrant as specified in its charter)
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DELAWARE 58-0628465
(State of Incorporation) (I.R.S. Employer Identification No.)
ONE COCA-COLA PLAZA
ATLANTA, GEORGIA 30313
(404) 676-2121
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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DEVAL L. PATRICK, ESQ.
EXECUTIVE VICE PRESIDENT AND
GENERAL COUNSEL
THE COCA-COLA COMPANY
ONE COCA-COLA PLAZA
ATLANTA, GEORGIA 30313
(404) 676-2121
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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WITH COPIES TO:
CAROL CROFOOT HAYES, ESQ. C. WILLIAM BAXLEY, ESQ. M. HILL JEFFRIES, ESQ.
SENIOR FINANCE COUNSEL AND KING & SPALDING ALSTON & BIRD LLP
ASSISTANT SECRETARY 191 PEACHTREE STREET ONE ATLANTIC CENTER
THE COCA-COLA COMPANY ATLANTA, GEORGIA 30303 1201 WEST PEACHTREE STREET
ONE COCA-COLA PLAZA ATLANTA, GEORGIA 30309-3424
ATLANTA, GEORGIA 30313
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED AMOUNT OF
TITLE OF SECURITIES MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED AGGREGATE OFFERING PRICE(1) FEE(2)
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Debt Securities and Warrants to Purchase Debt Securities... $1,500,000,000 $375,000
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(1) In no event will the maximum aggregate offering price of the securities
being registered exceed $1,500,000,000 or the equivalent thereof in one or
more foreign currencies, foreign currency units or composite currencies.
Such amount represents the issue price rather than the principal amount of
any debt securities issued at an original issue discount. Any securities
registered by this registration statement may be sold separately or as units
with other securities registered by this registration statement.
(2) Fee calculated pursuant to Rule 457(o) under the Securities Act.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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SUBJECT TO COMPLETION, MAY 1, 2001
PROSPECTUS
$1,500,000,000
THE COCA-COLA COMPANY
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES
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We will provide the specific terms of these securities in supplements to
this prospectus. You should read this prospectus and the applicable supplement
carefully before you invest.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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THIS PROSPECTUS IS DATED , 2001.
TABLE OF CONTENTS
About This Prospectus....................................... 1
Where You Can Find More Information......................... 1
Cautionary Note Regarding Forward-Looking Statements........ 2
The Company................................................. 4
Use Of Proceeds............................................. 4
Ratios Of Earnings To Fixed Charges......................... 4
Description Of Debt Securities.............................. 5
Description Of Debt Warrants................................ 15
Plan Of Distribution........................................ 17
Legal Matters............................................... 18
Experts..................................................... 18
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, commonly known as the SEC, using a "shelf"
registration process. Under this shelf process, we may sell:
- debt securities; and
- warrants to purchase debt securities,
either separately or in units, in one or more offerings up to a total aggregate
offering amount of $1,500,000,000. This prospectus provides you with a general
description of those securities. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read this prospectus and
the applicable prospectus supplement together with the additional information
described under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
You may obtain from the SEC, through the SEC's web site or at the SEC
offices mentioned in the following paragraph, a copy of the registration
statement, including exhibits, that we have filed with the SEC to register the
securities offered under this prospectus. The registration statement may contain
additional information about our company and the securities we are offering that
may be important to you.
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You also may read and copy
any document we file with the SEC at its public reference facilities at 450
Fifth Street, N.W., Washington, D.C. 20549. The SEC also maintains regional
offices where you can copy the reports. These are located at 7 World Trade
Center, Suite 1300, New York, New York 10048; and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You also can obtain
copies of the documents at prescribed rates by writing to the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference facilities. Our SEC filings are also available at the office of
the New York Stock Exchange located at 20 Broad Street, New York, New York
10005. For further information on obtaining copies of our public filings at the
New York Stock Exchange, you should call (212) 656-5060.
We "incorporate by reference" into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus. Some information contained in this
prospectus updates the information incorporated by reference, and information
that we file subsequently with the SEC will automatically update this
prospectus. In other words, in the case of a conflict or inconsistency between
information set forth in this prospectus and information that we file later and
incorporate by reference into this prospectus, you should rely on the
information contained in the document that was filed later.
We incorporate by reference the documents listed below and any filings we
make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 after the initial filing of the registration statement that
contains this prospectus and prior to the time that all the securities offered
by this prospectus have been issued as described in this prospectus:
- our annual report on Form 10-K for the year ended December 31, 2000;
- our quarterly report on Form 10-Q for the three months ended March 31,
2001; and
- our current report on Form 8-K filed on February 21, 2001.
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You may request a copy of the registration statement, the above filings and
any future filings that are incorporated by reference into this prospectus,
other than an exhibit to a filing unless that exhibit is specifically
incorporated by reference into that filing, at no cost, by writing or calling us
at the following address: Office of the Secretary, The Coca-Cola Company, One
Coca-Cola Plaza, Atlanta, Georgia; telephone: (404) 676-2121.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH ADDITIONAL OR DIFFERENT INFORMATION. THESE SECURITIES ARE ONLY BEING
OFFERED IN JURISDICTIONS WHERE THE OFFER IS PERMITTED. YOU SHOULD NOT ASSUME
THAT THE INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN
THE DATE ON THE FRONT OF THIS PROSPECTUS.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain written and oral statements made by us or our subsidiaries or with
the approval of one of our authorized executive officers may constitute
"forward-looking statements" as defined under the United States Private
Securities Litigation Reform Act of 1995, including statements made in this
prospectus, any accompanying prospectus supplement and any other documents that
we file with the SEC. 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, our 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
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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.
- 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 the other risks and
uncertainties that we detail from time to time in our SEC filings.
- Adverse weather conditions, which could reduce demand for our products.
The foregoing list of important factors is not exclusive.
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THE COMPANY
We are 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, Atlanta, Georgia
30313, and our telephone number is (404) 676-2121.
USE OF PROCEEDS
Except as may be otherwise set forth in the applicable prospectus
supplement accompanying this prospectus, the net proceeds from the sale of the
securities will be used for general corporate purposes, including:
- working capital;
- capital expenditures;
- acquisitions of or investments in businesses or assets;
- redemption and repayment of short-term or long-term borrowings; and
- purchases of our common stock under our ongoing stock repurchase program.
Pending application of the net proceeds, we may temporarily invest the net
proceeds in short-term marketable securities.
RATIOS OF EARNINGS TO FIXED CHARGES
Our ratios of earnings to fixed charges for the five fiscal years ended
December 31, 2000 and the three months ended March 31, 2001 are set forth below:
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
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2001 2000 1999 1998 1997 1996
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13.9 8.7 11.6 17.3 20.8 14.9
We computed 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 $367 million at March 31, 2001. 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 our management, it is not probable that we will be required to
satisfy the guarantees.
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DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of the debt
securities. The prospectus supplement will describe the specific terms of the
debt securities offered by that prospectus supplement and any general terms
outlined in this section that will not apply to those debt securities.
We will issue the debt securities under an amended and restated indenture
between us and Bankers Trust Company, as trustee, dated as of April 26, 1988, as
amended by a first supplemental indenture dated as of February 24, 1992. As used
in this prospectus, debt securities means the debentures, notes, bonds and other
evidences of indebtedness that we issue and the trustee authenticates and
delivers under the indenture. The indenture and all debt securities issued under
the indenture will be governed by and construed in accordance with the laws of
the State of New York. Additionally, 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.
We have summarized selected terms and provisions of the indenture in this
section. We have also filed the indenture and the first supplemental indenture
as exhibits to the registration statement. You should read the indenture and the
first supplemental indenture for additional information before you buy any debt
securities. The summary that follows includes references to section numbers of
the indenture (as supplemented by the supplemental indenture, in some instances)
so that you can more easily locate these provisions. Capitalized terms used but
not defined in this summary have the meanings specified in the indenture.
GENERAL
The debt securities will be our unsecured and unsubordinated obligations,
will rank equally and ratably with our other unsecured and unsubordinated
obligations and will not be convertible into our common stock. The debt
securities will rank junior to all of our currently existing and future secured
debt.
We are not limited as to the amount of debt securities that we can issue
under the indenture. We may issue debt securities under the indenture in one or
more series, each with different terms, up to the aggregate principal amount
which we may authorize from time to time. We also have the right to "reopen" a
previous issue of a series of debt securities by issuing additional debt
securities of such series. (Section 3.01).
A prospectus supplement relating to a series of debt securities being
offered will include specific terms relating to the offering. (Section 3.01).
These terms will include some or all of the following:
- the title and type of the debt securities;
- the total principal amount of debt securities of that series that are
authorized and outstanding as of the most recent date;
- any limit on the total principal amount of the debt securities;
- the price at which the debt securities will be issued;
- the date or dates on which the principal of and premium, if any, on the
debt securities will be payable;
- the maturity date of the debt securities;
- the minimum denominations in which the debt securities will be issued;
- if the debt securities will bear interest:
- the interest rate on the debt securities or the method of calculating
the interest rate;
- the date from which interest will accrue;
- the record and interest payment dates for the debt securities;
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- the first interest payment date; and
- any circumstances under which we may defer interest payments;
- the place or places at which the principal or premium, if any, and
interest, if any, on the debt securities will be paid;
- any optional redemption provisions that would permit us or the holders of
the debt securities to elect redemption of the debt securities prior to
their final maturity;
- any sinking fund or mandatory redemption or retirement provisions that
would obligate us to redeem the debt securities prior to their final
maturity;
- the currency or currencies in which the debt securities will be
denominated and payable, if other than U.S. dollars;
- any provisions that would permit us or the holders of the debt securities
to elect the currency or currencies in which the debt securities are
paid;
- the portion of the principal amount of the debt securities that will be
payable upon declaration or acceleration of maturity of the debt
securities (if other than the principal amount of the debt securities);
- whether the provisions described under the heading "Defeasance" below
apply to the debt securities;
- whether the provisions of some or all of the covenants described under
the heading "Restrictive Covenants" below apply to the debt securities;
- any changes to or additional Events of Default or covenants;
- whether the debt securities will be issued in whole or in part in the
form of global securities and, if so, the depositary for those global
securities;
- any special tax implications of the debt securities; and
- any other terms of the debt securities.
If the purchase price of any debt securities is denominated in a foreign
currency or composite currency, or if the principal of or any premium or
interest on any debt securities is payable in a foreign currency or composite
currency, we will include the restrictions, elections, tax consequences,
specific terms and other information with respect to the debt securities and the
applicable foreign currency or composite currency in the applicable prospectus
supplement.
We may issue debt securities as Original Issue Discount Securities (as
defined below) to be offered and sold at a substantial discount from their
principal amount and typically bearing no interest or interest at a rate which
at the time of issuance is below market rates. An "Original Issue Discount
Security" is any debt security which provides for an amount less than its
principal amount to be due and payable upon a declaration of acceleration of its
maturity. (Section 1.01) We will describe the federal income tax, accounting and
other considerations relevant to any such original issue discount securities in
the applicable prospectus supplement.
RESTRICTIVE COVENANTS
The indenture contains certain restrictive covenants that apply, or may
apply, to us and all of our Restricted Subsidiaries (as defined below). The
covenants described below under "Restrictions on Liens" and "Restrictions on
Sale and Leaseback Transactions" will not apply to a series of debt securities
unless we specifically so provide in the applicable prospectus supplement. These
covenants do not apply to any of our Subsidiaries that are not designated as
Restricted Subsidiaries.
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You should carefully read the applicable prospectus supplement for the
particular provisions of the series of debt securities being offered, including
any additional restrictive covenants or Events of Default that may be included
in the terms of such debt securities.
Restrictions on Liens. If the applicable prospectus supplement states that
the covenant set forth in Section 5.03 of the indenture will be applicable to a
series of debt securities, we will be subject to a covenant that we will not,
nor will we permit any Restricted Subsidiary (as defined below) to, create,
incur, issue, assume or guarantee any debt for money borrowed (as used in this
"Restrictive Covenants" section, "Debt") if such Debt is secured by a mortgage,
pledge, lien, security interest or other encumbrance upon any Principal Property
(as defined below) 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 acquired in the future), without, in any such case, effectively
providing that the debt securities and, at our option, any of our other
indebtedness or guarantees or any indebtedness or guarantees of a Restricted
Subsidiary ranking equally with the debt securities shall be secured equally and
ratably with (or, at our option, prior to) such Debt. The foregoing restrictions
shall not apply to:
(1) mortgages on property, shares of stock or indebtedness of any
corporation existing at the time such corporation becomes a Restricted
Subsidiary;
(2) mortgages on property existing at the time of acquisition of such
property and, in some instances, certain purchase money mortgages;
(3) mortgages securing Debt owing by any Restricted Subsidiary to us or
another Restricted Subsidiary;
(4) mortgages on property of a corporation existing at the time such
corporation is merged into or consolidated with us 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 us or a Restricted Subsidiary;
(5) mortgages in favor of any country or any political subdivision of any
country, or any instrumentality thereof, to secure 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
(6) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any mortgage
referenced in clauses (1) through (5) above, inclusive, or any mortgage
existing at the date of the indenture, provided that the principal
amount of debt secured at the time of such extension may not be
increased, and the collateral which secures the same cannot be
expanded.
Notwithstanding these exceptions, we 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 if, after giving effect to such Debt, 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 our
consolidated stockholders' equity as of the end of the preceding fiscal year
(Section 5.03).
Restrictions on Sale and Leaseback Transactions. If the applicable
prospectus supplement states that the covenant set forth in Section 5.04 of the
indenture will be applicable to a series of debt securities, we will be subject
to the covenant that we will not, and we will not permit any Restricted
Subsidiary to, enter into any lease, other than intercompany leases, longer than
three years covering any Principal Property that is sold to any other person in
connection with such lease unless:
(1) we 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 defined below) without equally and ratably
securing the
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debt securities provided that such Attributable Debt shall then be
deemed to be Debt subject to the provisions of such restriction on
liens, or
(2) 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 the consummation of such transaction, we
or such Restricted Subsidiary have expended or will expend for
Principal Property an amount equal to (a) the net proceeds of such sale
and leaseback transaction, and we elect to designate all of such amount
as a credit against such transaction or (b) a part of the net proceeds
of such sale and leaseback transaction, and we elect to designate such
amount as a credit against such transaction and apply an amount equal
to the remainder of the net proceeds as provided in clause (3) below,
or
(3) an amount equal to such Attributable Debt (less any amount elected
under clause (2) above) is applied within 90 days of such lease to the
retirement of Debt, other than intercompany 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).
Consolidation, Merger and Sale. The indenture generally provides that we
may consolidate with or merge into any other corporation, or transfer or lease
our properties and assets as an entirety or substantially as an entirety to any
other corporation, if the corporation formed by or resulting from any such
consolidation, into which we are merged or which shall have acquired or leased
such properties and assets, shall, pursuant to a supplemental indenture, 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 (1) any consolidation or merger of us, or of us and any Subsidiary,
with or into any other corporation or corporations, or upon the merger of
another corporation into us, or (2) successive consolidations or mergers to
which we or our successors shall be a party or parties, or (3) upon any sale or
conveyance of our property, or the property of us 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 then become subject to any
mortgage, we will cause the debt securities, and at our option any other
indebtedness of us or such Restricted Subsidiary ranking equally with the debt
securities, to be secured equally and ratably with (or, at our option, prior to)
any Debt secured thereby, unless such Debt could have been incurred without us
being required to secure the debt securities equally or ratably with (or prior
to) such Debt pursuant to "Restrictions on Liens" described above (Section
11.01).
CERTAIN DEFINITIONS
As used in the indenture and this prospectus, the following definitions
apply:
"Attributable Debt" means, in respect of a sale and leaseback transaction,
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 us) 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).
"Principal Property" means our manufacturing plants or facilities or those
of 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 our board of directors by resolution
reasonably determines not to be of material importance to the total business
conducted by us and our Restricted Subsidiaries (Section 1.01).
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"Restricted Subsidiary" means any Subsidiary (1) 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 (2) which owns or is the lessee of any Principal
Property, but does not include any Restricted Subsidiary primarily engaged in
financing activities, primarily engaged in the leasing of real property to
persons other than us and our Restricted Subsidiaries, or which is characterized
by us as a temporary investment. The terms "Restricted Subsidiary" does not
include Coca-Cola Financial Corporation, The Coca-Cola Trading Company LLC, 55th
& 5th Avenue Corporation, 3300 Riverside Drive Corporation, Bottling Investments
Corporation, HV Company or ACCBC Holding Company, and their respective
Subsidiaries. (Section 1.01).
"Subsidiary" means a corporation more than 50% of the outstanding Voting
Stock of which is owned, directly or indirectly, by us or one or more other
Subsidiaries, or by us and one or more other Subsidiaries. (Section 1.01).
"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).
EVENT OF DEFAULT
"Event of Default," when used in the indenture with respect to any series
of debt securities, means any of the following:
- default for 30 days in payment of any interest on such series;
- default in payment of any principal of or 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 of bankruptcy, insolvency or reorganization; or
- any other Event of Default provided with respect to the debt securities
of that series (Section 7.01).
The indenture requires us to deliver annually to the trustee an officers'
certificate, in which certain of our officers certify whether or not they have
knowledge of any default in our performance of the covenants described (Section
5.07).
If 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 applicable prospectus supplement for such series) of all the
debt securities of such series and the interest accrued thereon to be due and
payable (Section 7.02). 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) may waive any Event of Default
with respect to a particular series of debt securities, 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 holders of each outstanding debt security of such series
(Section 7.11). See "Modifications of the Indenture" below.
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
9
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 by such exercise (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) 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 us 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
We and the trustee may modify and amend the indenture 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. However, we may not, without the consent of the holders of each
debt security so affected:
- extend the fixed maturity of such series of debt securities;
- reduce the principal amount of such series of debt securities;
- reduce the rate or extend the time of payment of interest on such series
of debt securities;
- impair or affect the right of any securityholder to institute suit for
payment of principal or interest or change the coin or currency in which
the principal of or interest on such series of debt securities is
payable; or
- reduce the percentage of aggregate principal amount of debt securities of
such series from whom consent is required to modify the indenture.
(Section 10.02)
We and the trustee may also modify and amend the indenture without the
consent of any holders of debt securities to:
- provide for security for the debt securities;
- evidence the assumption of our obligations under the indenture by a
successor;
- add covenants that would benefit holders of any debt securities;
- cure any ambiguity, omission, defect or inconsistency; and
- provide for a successor trustee. (Section 10.01).
10
DEFEASANCE OF THE INDENTURE AND SECURITIES
Unless the applicable prospectus supplement states otherwise, the indenture
provides that we will be deemed to have paid and discharged the entire
indebtedness on the debt securities of any series, and our obligations under the
indenture with respect to the debt securities of such series (other than certain
specified obligations, 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 that we deposit with the trustee, in
trust, of:
(1) money in the currency or composite currency in which the debt
securities of such series are denominated; or
(2) U.S. Government Obligations, in the case of 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
accordance with their terms will provide money in the currency in which
the debt securities of such series are denominated; or
(3) a combination thereof,
which is 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 may 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. We encourage prospective investors to consult with their own tax
advisors as to the specific consequences of defeasance.
DENOMINATIONS
Unless the applicable prospectus supplement states otherwise, the debt
securities will be issued only in registered form without coupons, in U.S.
dollars in denominations of $1,000 or any integral multiples of $1,000. We will
issue a book-entry security equal to the aggregate principal amount of
outstanding debt securities of the series represented by such book-entry
security. We will specify the denominations of a series of debt securities
denominated in a foreign currency or composite currency in the applicable
prospectus supplement (Sections 3.02 and 3.03).
REGISTRATION AND TRANSFER
You may exchange any certificated securities of any series for other
certificated securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations. Upon payment of any
taxes and other governmental charges as described in the indenture, you may
present certificated securities for registration of transfer (with the form of
transfer duly executed), without a service charge, at the office of the
securities registrar or at the office of any transfer agent that we designate
for such purpose and reference in the applicable prospectus supplement with
respect to any series of debt securities. Subject to its satisfaction with the
documents of title and identity of the person making the request, the securities
registrar or such transfer agent, as the case may be, will effect such transfer
or exchange.
We have initially appointed the trustee as securities registrar under the
indenture (Section 3.05). If the prospectus supplement refers to any transfer
agent in addition to the securities registrar initially
11
designated by us with respect to any series of debt securities, we 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 we will be
required to maintain a transfer agent in the borough of Manhattan, the city of
New York, for such series. We may at any time designate additional transfer
agents with respect to any series of debt securities (Section 5.02).
In the event of any partial redemption in part of a series of debt
securities, we will not be required to
(1) issue securities of such series, register the transfer of securities of
such series or exchange debt securities of such series during a period
beginning at the opening of business 15 days before the mailing date of
a notice of redemption of such debt securities of that series selected
to be redeemed and ending at the close of business on such mailing date
or
(2) register the transfer or exchange of any debt security, or portion of
any such debt security, that is called for redemption, except the
unredeemed portion of any debt security being redeemed in part (Section
3.05).
PAYMENT AND PAYING AGENTS
Unless the applicable prospectus supplement states otherwise, we will pay
the principal of and any premium and interest on debt securities at the office
of the paying agent or paying agents as we may designate from time to time.
However, at our option we may pay any interest by check mailed or delivered to
the address of the person entitled to such payment as it appears in the
securities register (Section 2.02). Unless the applicable prospectus supplement
states otherwise, we will pay any installment of interest on debt securities to
the person in whose name the 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 the applicable prospectus supplement states otherwise, the principal
office of the trustee in the city of New York is designated as our paying agent
for payments with respect to debt securities. Any other paying agents that we
may designate at the time of the offering and issuance of a series of debt
securities will be named in the related prospectus supplement. With regard to
any series, we may at any time designate additional paying agents, rescind the
designation of any paying agents or approve a change in the office through which
any paying agent acts, except that we will be required to maintain a paying
agent in the borough of Manhattan in the city of New York (Section 5.02).
The trustee or any paying agent for the payment of principal of or interest
on any debt security will repay to us all moneys paid by us which remain
unclaimed at the end of two years after such principal or interest shall have
become due and payable, and, after such repayment occurs, the holder of the
applicable debt security will be entitled to look only to us for payment
(Section 12.04).
CONCERNING THE TRUSTEE
Bankers Trust Company, New York, New York, is the trustee under the
indenture. We maintain 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 our commercial paper, has entered into interest rate and foreign
currency transactions with us and serves as fiscal agent for our outstanding
obligations.
BOOK-ENTRY SECURITIES
We may issue debt securities of a series, in whole or in part, in the form
of one or more book-entry securities that we will deposit with, or on behalf of,
The Depository Trust Company, or another depositary that we name and identify in
the applicable prospectus supplement. Unless and until a book-entry security is
exchanged for certificated securities, a book-entry security may not be
registered for transfer or exchange except as a whole by the depositary (or a
successor depositary) to its nominee or by a nominee of the depositary (or a
successor depositary) to the depositary (or a successor depositary) or to
another nominee of the depositary (Section 3.05).
12
We will describe 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 in the applicable prospectus supplement. We anticipate 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 the depositary's
participants. Participants are persons who have accounts with the depositary and
include securities brokers and dealers, banks and trust companies, clearing
corporations and certain other organizations. Those participants' accounts to be
credited shall be designated by the underwriters or agents with respect to such
debt securities or by us if we directly offer and sell such debt securities.
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. These persons
are known as 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 held by
participants for such book-entry security and on the records of participants
with respect to interests held by 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 a person's ability to own or
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, the indenture deems such depositary or such nominee to be
the sole owner or holder of the debt securities represented by such book-entry
security. 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 of such debt
securities under the indenture.
We will pay the principal of and any premium and interest on debt
securities registered in the name of the depositary or its nominee to the
depositary or its nominee, as the case may be, as the registered owner of the
book-entry security representing such debt securities. We expect 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. We expect
that participants will make similar credits to the accounts of indirect
participants with whom they have a relationship. We also expect 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 we, 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-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, we have agreed
to appoint a successor depositary. If we do not appoint such a successor within
90 days, we 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, we may at any time and in our sole discretion determine
not to have the debt securities of a series represented by a book-entry security
and, in such event, we will issue debt securities of such series in definitive
form in exchange for
13
the book-entry security representing such series of debt securities. Further, if
we so specify 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 receive debt securities of such series in definitive form
subject to terms acceptable to us, the trustee and the depositary for such
book-entry security. 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).
14
DESCRIPTION OF DEBT WARRANTS
This section describes the general terms and provisions of the debt
warrants. The applicable prospectus supplement will describe the specific terms
of the debt warrants offered by that prospectus supplement and any general terms
outlined in this section that will not apply to those debt warrants.
We may issue debt warrants in registered certificated form for the purchase
of debt securities. We may issue debt warrants together with or separately from
any debt securities offered by any prospectus supplement, and, if issued
together with any debt securities, we may attach them to the debt securities or
separate them from the debt securities. We will issue debt warrants under debt
warrant agreements to be agreed between us and a bank or trust company, as debt
warrant agent, all as set forth in the prospectus supplement relating to a
particular issue of debt warrants.
We have summarized selected terms and provisions of the forms of debt
warrant agreement and debt warrant certificate in this section. We have also
filed the forms of debt warrant agreement and debt warrant certificate as
exhibits to the registration statement. You should read the debt warrant
agreement and debt warrant certificate for additional information before you buy
any debt warrants. The summary that follows includes references to particular
provisions of the debt warrant agreement and the debt warrant certificate so
that you can more easily locate these provisions. Capitalized terms used but not
defined in this summary have the meanings specified in the debt warrant
agreement or debt warrant certificates, as applicable.
GENERAL
A prospectus supplement relating to a series of debt warrants being offered
will include specific terms of the debt warrant agreement relating to the
offering and the debt warrant certificates representing the offered debt
warrants. These terms will include some or all of the following:
- the offering price and the currency or composite currency you may use to
purchase debt warrants;
- the amount of warrants or rights outstanding;
- the designation, aggregate principal amount, authorized denominations and
terms of the debt securities which you may purchase upon the exercise of
such debt warrants;
- 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;
- if applicable, the date on and after which you may separately transfer
such debt warrants and the related debt securities;
- the principal amount of debt securities you may purchase upon exercise of
each debt warrant and the price and currency or composite currency or
other consideration (which may include debt securities) you may use to
purchase such principal amount of debt securities upon such exercise;
- the procedures or conditions relating to changes to or adjustments in the
exercise price;
- the date on which your right to exercise the debt warrants shall commence
and the date on which your right shall expire;
- the terms of any mandatory or optional redemption by us;
- any material U.S. federal income tax consequences;
- the identity of the debt warrant agent;
- the procedures and conditions relating to the exercise of the warrants;
and
- any other terms of the debt warrants.
You may exchange debt warrant certificates for new debt warrant
certificates of different denominations, may present debt warrant certificates
for registration of transfer and may exercise debt
15
warrant certificates at the corporate trust office of the debt warrant agent or
any other offices indicated in the prospectus supplement (Sections 6 and 9).
EXERCISE OF DEBT WARRANTS
Debt warrants will entitle you, as their 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 the debt warrants. You
may exercise debt warrants 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 of the debt warrants or such
later date to which we may extend such expiration date, unexercised debt
warrants will be void (Section 8). Prior to the exercise of your debt warrants,
you, as a holder of a debt warrant certificate, 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).
You may exercise debt warrants 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, we will, as soon as
practicable, issue and deliver the debt securities that you purchased 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
We, together with the debt warrant agent, may amend any debt warrant
agreement and the terms of the debt warrants issued pursuant to it, 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 in it, or in any other manner which we 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 our agent 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 applicable prospectus
supplement, 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).
16
PLAN OF DISTRIBUTION
We may sell any securities:
- through underwriters or dealers;
- through agents; or
- directly to one or more purchasers.
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.
For each series of securities, the prospectus supplement will set forth the
terms of the offering including:
- the initial public offering price;
- the method of distribution, including the names of any underwriters,
dealers or agents;
- the purchase price of the securities;
- our proceeds from the sale of the securities;
- any underwriting discounts, agency fees, or other compensation payable to
underwriters or agents;
- any discounts or concessions allowed or reallowed or repaid to dealers;
and
- the securities exchanges on which the securities will be listed, if any.
If we use underwriters in the sale, they will buy the securities for their
own account. The underwriters may then resell the securities in one or more
transactions at a fixed public offering price or at varying prices determined at
the time of sale or thereafter. The obligations of the underwriters to purchase
the securities will be subject to certain conditions. The underwriters will be
obligated to purchase all the securities offered if they purchase any
securities. Any initial public offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may be changed from time to time. In
connection with an offering, underwriters and selling group members and their
affiliates may engage in transactions to stabilize, maintain or otherwise affect
the market price of the securities in accordance with applicable law.
If we use dealers in the sale, we will sell securities to such dealers as
principals. The dealers may then resell the securities to the public at varying
prices to be determined by such dealers at the time of resale. If we use agents
in the sale, they will use their reasonable best efforts to solicit purchases
for the period of their appointment. If we sell directly, no underwriters or
agents would be involved. We are not making an offer of securities in any
jurisdiction that does not permit such an offer.
Underwriters, dealers and agents that participate in the securities
distribution may be deemed to be underwriters as defined in the Securities Act
of 1933. Any discounts, commissions or profit they receive when they resell the
securities may be treated as underwriting discounts and commissions under that
Act. We may have agreements with underwriters, dealers and agents to indemnify
them against certain civil liabilities, including certain liabilities under the
Securities Act of 1933, or to contribute with respect to payments that they may
be required to make. Underwriters, dealers and agents may engage in transactions
with, or perform services for, us or our subsidiaries in the ordinary course of
their business.
We may authorize underwriters, dealers or agents to solicit offers from
certain institutions whereby the institutions contractually agree to purchase
the securities from us on a future date at a specific price. This type of
contract may be made only with institutions that we specifically approve. Such
institutions
17
could include banks, insurance companies, pension funds, investment companies
and educational and charitable institutions. The underwriters, dealers or agents
will not be responsible for the validity or performance of these contracts.
The securities will be new issues of securities with no established trading
market and unless otherwise specified in the applicable prospectus supplement,
we will not list any series of the securities on any exchange. It has not
presently been established whether the underwriters, if any, of the securities
will make a market in the securities. If the underwriters make a market in the
securities, such market making may be discontinued at any time without notice.
No assurance can be given as to the liquidity of the trading market for the
securities.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed
upon for us by King & Spalding and for the underwriters, dealers and agents by
Alston & Bird LLP. Sam Nunn, a partner of King & Spalding, is one of our
directors. Alston & Bird LLP has from time to time acted as our counsel and may
do so in the future.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included or incorporated by reference in our
annual report on Form 10-K for the year ended December 31, 2000, as set forth in
their reports, which are incorporated by reference in this prospectus. Our
consolidated financial statements and schedule are incorporated by reference in
this prospectus in reliance on Ernst & Young LLP's reports, given on their
authority as experts in accounting and auditing.
18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission registration fee......... $ 375,000
Accounting fees and expenses................................ 155,000
Legal fees and expenses..................................... 145,000
Trustee's fees and expenses (including counsel fees)........ 155,000
Blue sky fees and expenses.................................. 10,000
Rating agency fees.......................................... 720,000
Printing and engraving expenses............................. 140,000
Miscellaneous............................................... 25,000
----------
Total............................................. $1,725,000
==========
All fees other than the SEC registration fee are estimated. All of the expenses
of the issuance and distribution of the securities being registered pursuant to
this registration statement will be paid by the registrant.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the state of Delaware
empowers a Delaware corporation to indemnify present and former directors,
officers, employees or agents of the corporation.
1. Article Tenth of the Certificate of Incorporation of the registrant
provides:
"A. A director of the Corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which
the director derived any improper personal benefit. If the Delaware General
Corporation Law is amended after approval by the stockholders of this
Article to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted
by the Delaware General Corporation Law, as so amended.
"B. Any repeal or modification of Article Tenth, Paragraph A, by the
stockholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such
repeal or modification."
2. Article Seventh of the By-Laws of the registrant provides:
"Section 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS; INSURANCE. The
Company shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Company) by reason of the fact
that he is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its
II-1
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interest of the Company, and with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
"The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Company to procure a judgment in
its favor by reason of the fact that he is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of
the Company, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the Company
unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
"To the extent that a director, officer, employee or agent of the
Company has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in the first two paragraphs of this
Section or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
"Any indemnification under the first two paragraphs of this Section
(unless ordered by a court) shall be made by the Company only as authorized
in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because
the applicable standard of conduct set forth in the first two paragraphs of
this Section has been met. Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceedings, or (2) if such a
quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or
(3) by the shareholders.
"Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Company in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the Company as authorized by this Section.
"The indemnification and advancement of expenses provided by or
granted pursuant to this Section shall not be deemed exclusive of any other
rights to which those indemnified or those who receive advances may be
entitled under any By-Law, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as
to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators
of such a person.
"The Company shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Company would have the power to
indemnify him against such liability under the provisions of this Section.
II-2
"The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person."
The registrant has purchased directors' and officers' liability insurance
covering many of the possible actions and omissions of persons acting or failing
to act in such capacities.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
1.1 -- Form of underwriting agreement.*
4.1 -- Amended and restated indenture dated as of April 26, 1988
between the registrant and Bankers Trust Company, as trustee
(incorporated by reference to Exhibit 4.1 to the
registrant's Registration Statement on Form S-3
(Registration No. 33-50743), which was filed with Securities
and Exchange Commission on October 25, 1993).*
4.2 -- First supplemental indenture dated as of February 24, 1992
between the registrant and Bankers Trust Company, as trustee
(incorporated by reference to Exhibit 4.2 to the
registrant's Registration Statement on Form S-3
(Registration No. 33-50743), which was filed with Securities
and Exchange Commission on October 25, 1993).
4.3 -- Form of warrant agreement for warrants sold attached to debt
securities.*
4.4 -- Form of warrant sold attached to debt securities (included
as part of Exhibit 4.3).*
4.5 -- Form of warrant agreement for warrants sold alone.*
4.6 -- Form of warrant sold alone (included as part of Exhibit
4.5).*
5.1 -- Opinion of King & Spalding as to the validity of the
securities.*
12.1 -- Statement re: computation of ratios of earnings to fixed
charges.*
23.1 -- Consent of King & Spalding (included as part of Exhibit
5.1).*
23.2 -- Consent of Ernst & Young LLP.*
24.1 -- Powers of attorney.
25.1 -- Form T-1 statement of eligibility under the Trust Indenture
Act of 1939, as amended, of Bankers Trust Company, as
trustee for the debt securities.
- ---------------
* Supplements to such exhibits may be filed in an amendment or as an exhibit to
a document to be incorporated by reference herein in connection with an
offering of debt securities or debt warrants.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
II-3
maximum aggregate volume of securities offered and the aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, that are incorporated by reference
in the registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Atlanta, state of Georgia, on this 1st day of May,
2001.
THE COCA-COLA COMPANY
By: /s/ GARY P. FAYARD
------------------------------------
Gary P. Fayard
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 1st day of May, 2001.
/s/ DOUGLAS N. DAFT
--------------------------------------
Douglas N. Daft
Chairman, Board of Directors,
Chief Executive Officer and a Director
(Principal Executive Officer)
/s/ GARY P. FAYARD
--------------------------------------
Gary P. Fayard
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ CONNIE D. MCDANIEL
--------------------------------------
Connie D. McDaniel
Vice President and Controller
(Principal Accounting Officer)
II-5
DIRECTORS:
* *
- ----------------------------------------------------- -----------------------------------------------------
Herbert A. Allen Donald F. McHenry
Director Director
* *
- ----------------------------------------------------- -----------------------------------------------------
Ronald W. Allen Sam Nunn
Director Director
* *
- ----------------------------------------------------- -----------------------------------------------------
Cathleen P. Black Paul F. Oreffice
Director Director
* *
- ----------------------------------------------------- -----------------------------------------------------
Warren E. Buffett James D. Robinson III
Director Director
* *
- ----------------------------------------------------- -----------------------------------------------------
Susan B. King Peter V. Ueberroth
Director Director
*
-----------------------------------------------------
James B. Williams
Director
*By: /s/ CAROL CROFOOT HAYES
-------------------------------------------------
Carol Crofoot Hayes
Attorney-in-Fact
Date: May 1, 2001
II-6
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
1.1 -- Form of underwriting agreement.*
4.1 -- Amended and restated indenture dated as of April 26, 1988
between the registrant and Bankers Trust Company, as trustee
(incorporated by reference to Exhibit 4.1 to the registrant's
Registration Statement on Form S-3 (Registration No.
33-50743), which was filed with Securities and Exchange
Commission on October 25, 1993).*
4.2 -- First supplemental indenture dated as of February 24, 1992
between the registrant and Bankers Trust Company, as trustee
(incorporated by reference to Exhibit 4.2 to the registrant's
Registration Statement on Form S-3 (Registration No.
33-50743), which was filed with Securities and Exchange
Commission on October 25, 1993).
4.3 -- Form of warrant agreement for warrants sold attached to debt
securities.*
4.4 -- Form of warrant sold attached to debt securities (included as
part of Exhibit 4.3).*
4.5 -- Form of warrant agreement for warrants sold alone.*
4.6 -- Form of warrant sold alone (included as part of Exhibit 4.5).*
5.1 -- Opinion of King & Spalding as to the validity of the
securities.*
12.1 -- Statement re: computation of ratios of earnings to fixed
charges.*
23.1 -- Consent of King & Spalding (included as part of Exhibit 5.1).*
23.2 -- Consent of Ernst & Young LLP.*
24.1 -- Powers of attorney.
25.1 -- Form T-1 statement of eligibility under the Trust Indenture
Act of 1939, as amended, of Bankers Trust Company, as trustee
for the debt securities.
- ------
* Supplements to such exhibits may be filed in an amendment or as an exhibit to
a document to be incorporated by reference herein in connection with an
offering of debt securities or debt warrants.