SC TO-T/A: Third party tender offer statement

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 14D-100)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)

ODWALLA, INC.
(Name of Subject Company (Issuer))

TCCC ACQUISITION CORP.
AND
THE COCA-COLA COMPANY
(OFFERORS)
(Names of Filing Persons (identifying status as offeror,
issuer or other person))

COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)

676111107
(Cusip Number of Class of Securities)

THE COCA-COLA COMPANY
AND
TCCC ACQUISITION CORP.
C/O THE COCA-COLA COMPANY
ONE COCA-COLA PLAZA
ATLANTA, GEORGIA 30313
ATTENTION: CHIEF FINANCIAL OFFICER AND GENERAL COUNSEL
TELEPHONE: 404-676-2121
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)

Copies To:

C. WILLIAM BAXLEY, ESQ.
ALANA L. GRIFFIN, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
TELEPHONE: (404) 572-4600

DECEMBER 7, 2001

CALCULATION OF FILING FEE




TRANSACTION VALUATION* AMOUNT OF FILING FEE
$199,191,108 $39,839

* For the purpose of calculating the fee only, this amount
assumes the purchase of 13,060,712 shares of Common Stock, no par value per
share, of Odwalla at a purchase price of $15.25 per share. Such number includes
all outstanding shares as of October 25, 2001, and assumes the exercise of all
in-the-money stock options and warrants to purchase shares of Common Stock
which are outstanding as of such date.

[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $39,839
Form or Registration No.: Schedule TO-C
Filing Party: TCCC Acquisition Corp. and
The Coca-Cola Company
Date Filed: October 30, 2001

[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X] third-party tender offer subject to Rule 14d-1.

[ ] issuer tender offer subject to Rule 13e-4.

[ ] going-private transaction subject to Rule 13e-3.

[X] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the
results of the tender offer: [X]

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).




This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on November 6, 2001, and as amended on November 20, 2001, by The
Coca-Cola Company, a Delaware corporation ("TCCC"), and TCCC Acquisition Corp.,
a California corporation and a wholly owned subsidiary of TCCC (the "Offeror").
The Schedule TO relates to the offer by the Offeror to purchase all the
outstanding shares of common stock, no par value (the "Shares"), of Odwalla,
Inc., a California corporation ("Odwalla"), at a purchase price of $15.25 per
Share, net to the seller in cash, less any required withholding taxes and
without interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in the related offer to purchase dated November 6, 2001
(the "Offer to Purchase"), and in the related letter of transmittal (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer").

ITEMS 1 THROUGH 9, 11 and 12

Items 1 through 9, 11 and 12 of the Schedule TO which incorporate by
reference the information contained in the Offer to Purchase are hereby amended
as follows:

The Offer expired at 12:00 midnight, San Francisco, California time on
Thursday, December 6, 2001. A total of 10,725,906 Shares had been validly
tendered and not withdrawn prior to the expiration of the Offer (including
170,168 shares tendered pursuant to notices of guaranteed delivery),
representing approximately 95.6% of the outstanding Shares, on a Fully Diluted
Basis. Payment for these Shares will be made promptly.

On December 7, 2001, TCCC issued a press release, a copy of which is
attached to this Amendment No. 2 as Exhibit (a)(12) and is incorporated into
the Schedule TO by reference.

ITEM 12. EXHIBITS

Item 12 of the Schedule TO is hereby amended to add subparagraph
(a)(12) as follows:

"(a)(12) Press Release issued by TCCC on December 7, 2001"




SIGNATURE

After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.


THE COCA-COLA COMPANY


By: /s/ David M. Taggart
----------------------------------------
Name: David M. Taggart
Title: Vice President and Treasurer


TCCC ACQUISITION CORP.


By: /s/ David M. Taggart
----------------------------------------
Name: David M. Taggart
Title: Vice President and Treasurer


Date: December 7, 2001




EXHIBIT INDEX