FILED PURSUANT TO
RULE 424(b)(2)
FILE NO. 333-68681
PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 9, 2001)
$1,000,000,000
[LOGO COCA-COLA ENTERPRISES INC.]
$500,000,000 5.25% Notes due 2007
$500,000,000 Floating Rate Notes due 2004
------------
We will pay interest on the 5.25% notes on May 15 and November 15 of each
year, beginning on November 15, 2002. The 5.25% notes will mature on May 15,
2007. We have the option to redeem all or a portion of the 5.25% notes, on no
less than 30 or more than 60 days' notice mailed to holders of the notes, at
the applicable make-whole price set forth in this prospectus supplement, plus
accrued and unpaid interest, if any.
We will pay interest on the floating rate notes on January 26, April 26,
July 26 and October 26 of each year, beginning on July 26, 2002. The floating
rate notes will mature on April 26, 2004. The floating rate notes will not be
redeemable prior to maturity.
The notes will be unsecured and unsubordinated obligations of our company and
rank equally with all of our other existing and future unsecured senior
indebtedness. The notes will be issued only in registered form in denominations
of $1,000 and integral multiples of $1,000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
------------
Per Floating
Per 5.25% Rate
Note Due Note Due
2007 Total 2004 Total
--------- ------------ ------------ ------------
Public offering price 99.462% $497,310,000 100.000% $500,000,000
Underwriting discount 0.600% $ 3,000,000 0.250% $ 1,250,000
Proceeds to Coca-Cola Enterprises Inc. (before expenses) 98.862% $494,310,000 99.750% $498,750,000
Interest on the notes will accrue from April 25, 2002 to date of delivery.
------------
The notes will be ready for delivery in book-entry form only through The
Depository Trust Company on or about April 25, 2002.
------------
Joint Book-Running Managers for the 5.25% Notes
Banc of America Securities LLC Salomon Smith Barney
----------------
CIBC World Markets Corp.
Goldman, Sachs & Co.
HSBC
JPMorgan
SunTrust Robinson Humphrey
----------------
Joint Book-Running Managers for the Floating Rate Notes
Credit Suisse First Boston Deutsche Bank Securities
April 22, 2002
TABLE OF CONTENTS
Page
----
Prospectus Supplement
Where You Can Find More Information........................................ S-1
Incorporation of Certain Documents by Reference............................ S-2
Summary Financial Data..................................................... S-3
Ratio of Earnings to Fixed Charges......................................... S-4
Forward-Looking Information................................................ S-5
The Offering............................................................... S-6
Use of Proceeds............................................................ S-7
Capitalization............................................................. S-7
Description of Notes....................................................... S-8
Underwriting............................................................... S-12
Legal Matters.............................................................. S-13
Experts.................................................................... S-13
Prospectus
Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary
Statement................................................................ 1
Coca-Cola Enterprises Inc. ............................................... 1
Use of Proceeds........................................................... 2
Ratio of Earnings to Fixed Charges........................................ 2
Summary Financial Data.................................................... 3
The Securities............................................................ 4
Description of Debt Securities............................................ 4
Certain Covenants in the Indenture........................................ 9
Description of Debt Warrants.............................................. 13
Description of Currency Warrants.......................................... 14
Plan of Distribution...................................................... 16
Legal Matters............................................................. 16
Experts................................................................... 16
Where to Find More Information............................................ 16
i
This document is in two parts. The first part is this prospectus supplement,
which describes the terms of the offering of the notes and also adds to and
updates information contained in the accompanying prospectus and the documents
incorporated by reference into the prospectus. The second part is the
accompanying prospectus, which gives more general information, some of which
may not apply to the notes. To the extent there is a conflict between the
information contained in this prospectus supplement, on the one hand, and the
information contained in the accompanying prospectus or any document that has
previously been filed, on the other hand, the information in this prospectus
supplement shall control.
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. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference is accurate only as of
their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.
----------------
Unless provided otherwise or the context otherwise requires, references in
this prospectus supplement and the accompanying prospectus to "we," "us" and
"our" are to Coca-Cola Enterprises Inc. and its subsidiaries.
----------------
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission ("SEC"). You can
inspect and copy these reports, proxy statements and other information at the
public reference facilities of the SEC, in Room 1024, 450 Fifth Street, N.W.,
Washington D.C. 20549. You can also obtain copies of these materials from the
public reference section of the SEC at 450 Fifth Street, N.W., Washington D.C.
20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further
information on its public reference room. The SEC also maintains a web site
that contains reports, proxy statements and other information regarding
registrants that file electronically with the SEC (http://www.sec.gov). You can
inspect reports and other information we file at the office of The New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
S-1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are "incorporating by reference" into this prospectus supplement certain
information we file with the SEC, which means that we are disclosing important
information to you by referring you to those documents. The information
incorporated by reference is deemed to be part of this prospectus supplement,
except for any information superseded by information contained in subsequent
documents incorporated by reference or appearing directly in this prospectus
supplement. This prospectus supplement incorporates by reference the documents
set forth below that we have previously filed with the SEC. These documents
contain important information about us and our finances.
Coca-Cola Enterprises Inc.
SEC Filings
(File No. 1-9300) Period/Date Filed
-------------------------- -----------------------------------
Annual Report on Form 10-K.................... Fiscal year ended December 31, 2001
Proxy Statement............................... Filed March 12, 2002
Current Report on Form 8-K.................... Filed January 17, 2002
Current Report on Form 8-K.................... Filed January 25, 2002
Current Report on Form 8-K.................... Filed February 7, 2002
Current Report on Form 8-K.................... Filed March 27, 2002
Current Report on Form 8-K.................... Filed April 12, 2002
Current Report on Form 8-K/A.................. Filed April 12, 2002
Current Report on Form 8-K.................... Filed April 19, 2002
All documents we file with the SEC pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 from the date of this prospectus
supplement to the end of the offering of the notes under this document shall
also be deemed to be incorporated herein by reference and will automatically
update information in this prospectus supplement.
You may request a copy of these filings at no cost, by writing or calling
Coca-Cola Enterprises Inc. at the following address or telephone number:
Corporate Secretary
Coca-Cola Enterprises Inc.
2500 Windy Ridge Parkway
Atlanta, Georgia 30339
Tel: (770) 989-3000
Fax: (770) 989-3619
S-2
SUMMARY FINANCIAL DATA
The following table sets forth selected year end consolidated financial data
of the Company. With respect to the years ended December 31, 2001 and 2000,
audited consolidated financial statements are included in the Company's Annual
Report on Form 10-K for such periods.
Year Ended
-------------------------
December 31, December 31,
2001 2000
------------ ------------
(in millions, except per
share data)
OPERATIONS SUMMARY:
Net operating revenues.............................. $15,700 $14,750
Cost of sales....................................... 9,740 9,083
------- -------
Gross profit........................................ 5,960 5,667
Selling, delivery and administrative expenses....... 5,359 4,541
------- -------
Operating income.................................... 601 1,126
Interest expense, net............................... 753 791
Other nonoperating expense (income), net............ (2) 2
------- -------
Income (loss) before income taxes and cumulative
effect of change in accounting..................... (150) 333
Income tax expense (benefit)(A)..................... (131) 97
------- -------
Net income (loss) before cumulative effect of change
in accounting...................................... (19) 236
Cumulative effect of change in accounting........... (302) --
------- -------
Net income (loss)................................... (321) 236
Preferred stock dividends........................... 3 3
------- -------
Net income (loss) applicable to common shareowners.. $ (324) $ 233
======= =======
OTHER OPERATING DATA:
Depreciation expense................................ $ 901 $ 810
Amortization expense................................ 452 451
AVERAGE COMMON SHARES OUTSTANDING:
Basic............................................... 432 419
Diluted............................................. 432 429
PER SHARE DATA:
Basic net income (loss) per common share before
cumulative effect of change in accounting.......... $ (0.05) $ 0.56
Diluted net income (loss) per common share before
cumulative effect of change in accounting.......... (0.05) 0.54
Basic net income (loss) per share applicable to
common shareowners................................. (0.75) 0.56
Diluted net income (loss) per share applicable to
common shareowners................................. (0.75) 0.54
Dividends per common share.......................... 0.16 0.16
FINANCIAL POSITION:
Property, plant, and equipment, net................. $ 6,206 $ 5,783
Franchises and other noncurrent assets, net......... 14,637 13,748
Total assets........................................ 23,719 22,162
Long-term debt...................................... 12,169 11,121
Shareowners' equity................................. 2,820 2,834
PRO FORMA AMOUNTS APPLYING THE ACCOUNTING CHANGE TO
PRIOR PERIODS(B):
Net income (loss) applicable to common shareowners.. $ (22) $ 163
Basic net income (loss) per share applicable to
common shareowners................................. (0.05) 0.39
Diluted net income (loss) per share applicable to
common shareowners................................. (0.05) 0.38
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(A) Income tax expense (benefit) includes an income tax rate change benefit of
approximately $56 million in 2001 and $8 million in 2000.
(B) Pro forma amounts assume the accounting change for Jumpstart payments
received from The Coca-Cola Company, adopted as of January 1, 2001, was
applied retroactively without regard to any changes in the business that
could have resulted had the accounting been different in these periods.
S-3
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(in millions except ratios)
Year Ended
December 31,
2001
------------
Computation of Earnings:
Earnings (loss) from continuing operations before income taxes
and cumulative effect of change in accounting.................. $(150)
Add:
Interest expense................................................ 746
Amortization of capitalized interest............................ 2
Amortization of debt premium/discount and expenses.............. 12
Interest portion of rent expense................................ 28
-----
Earnings as Adjusted.............................................. $ 638
=====
Computation of Fixed Charges:
Interest expense................................................ $ 746
Capitalized interest............................................ 3
Amortization of debt premium/discount and expenses.............. 12
Interest portion of rent expense................................ 28
-----
Fixed Charges..................................................... 789
Preferred Stock Dividends(A)...................................... 4
-----
Combined Fixed Charges and Preferred Stock Dividends.............. $ 793
=====
Ratio of Earnings to Fixed Charges(B)(C).......................... .81
=====
Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends(B)(C).................................................. .80
=====
----------
(A) Preferred stock dividends have been increased to an amount representing the
pretax earnings which would be required to cover such dividend
requirements.
(B) Ratios were calculated prior to rounding to millions.
(C) Earnings for the year ended December 31, 2001 were insufficient to cover
fixed charges and combined fixed charges and preferred stock dividends by
$151 million and $155 million, respectively.
S-4
FORWARD-LOOKING INFORMATION
Some of the statements contained in this prospectus supplement, the
accompanying prospectus and any documents incorporated by reference constitute
forward-looking statements. These statements relate to future events or our
future financial performance and involve known and unknown risks, uncertainties
and other factors that may cause our actual results to be materially different
from those expressed or implied by any forward-looking statements.
In some cases, you can identify forward-looking statements by terminology
such as "may," "will," "could," "would," "should," "expect," "plan,"
"anticipate," "intend," "believe," "estimate," "predict," "potential" or
"continue" or the negative of those terms or other comparable terminology.
These statements are only predictions. Actual events or results may differ
materially due to a number of factors including:
. ineffective advertising, marketing and promotional programs that result
in lower than expected volume;
. efforts to manage price that adversely affect volume;
. efforts to manage volume that adversely affect price;
. changes in the estimates of charges related to the restructuring of our
North American operations;
. an inability to meet performance requirements for expected levels of
marketing support and infrastructure support payments from The Coca-Cola
Company;
. material changes from expectations in the cost of raw materials and
ingredients;
. an inability to achieve expected returns on cold drink equipment and
employee infrastructure expenditures;
. an inability to meet projections for performance in newly-acquired
territories;
. potential assessment of additional taxes resulting from audits conducted
by the Canadian tax authorities;
. unexpected costs or effect on European sales associated with conversion
to the common European currency (the euro);
. unfavorable interest rate and currency fluctuations; and
. the impact of the final standards issued in connection with the Financial
Accounting Standards Board project on business combinations and
amortization of intangible assets.
Moreover, we do not, nor does any other person, assume responsibility for
the accuracy and completeness of those statements. We have no duty to update
any of the forward-looking statements after the date of this prospectus
supplement. In assessing these forward-looking statements you should carefully
consider the factors discussed under "Management's Discussion and Analysis of
Results of Operations and Financial Condition" in our annual report on Form 10-
K for the year ended December 31, 2001, incorporated by reference in this
prospectus supplement, which describes risks and factors that could cause
results to differ materially from those projected in such forward-looking
statements.
We caution you that these risk factors may not be exhaustive. We operate in
a continually changing business environment, and new risks emerge from time to
time. Management cannot predict such new risks or the impact of such new risks
on our business. Accordingly, forward-looking statements should not be relied
upon as a prediction of actual results.
S-5
THE OFFERING
Issuer.............................. Coca-Cola Enterprises Inc.
Fixed Rate Notes.................... $500,000,000 principal amount of 5.25%
notes due May 15, 2007 (the "fixed rate
notes"). Each fixed rate note will be
issued at a price of 99.462% per note and
a principal amount of $1,000.
Fixed Rate Notes.................... $500,000,000 aggregate principal amount
of floating rate notes due April 26, 2004
("floating rate notes"). Each floating
rate note will be issued at a price of
100% per note and a principal amount of
$1,000.
Maturity of Notes................... May 15, 2007 for the fixed rate notes.
April 26, 2004 for the floating rate
notes.
Interest............................ We will pay interest on the fixed rate
notes on May 15 and November 15 of each
year beginning on November 15, 2002.
We will pay interest on the floating rate
notes on January 26, April 26, July 26
and October 26 of each year, beginning on
July 26, 2002.
Ranking............................. The notes will be unsecured and
unsubordinated obligations and will rank
equal in right of payment to all of our
other existing and future unsecured and
unsubordinated indebtedness.
Redemption.......................... We have the option to redeem all or a
portion of the fixed rate notes at any
time, on no less than 30 or more than 60
days' notice mailed to holders of the
fixed rate notes, at the applicable make-
whole price set forth in this prospectus
supplement, plus accrued and unpaid
interest, if any. See "Description of
Notes--Optional Redemption."
The floating rate notes may not be
redeemed prior to maturity.
Sinking Fund........................ None.
Events of Default................... If there is an event of default on the
notes, the principal amount of the notes
plus any accrued and unpaid interest may
be declared due and payable. These
amounts automatically become due and
payable in certain circumstances. See
"Certain Covenants in the Indenture --
Events of Default" on page 12 of the
accompanying prospectus.
Use of Proceeds..................... We expect to use a portion of the
proceeds of this offering to repay our
outstanding commercial paper. We will use
the remaining proceeds, if any, for
general corporate purposes, which may
include acquisitions. See "Use of
Proceeds."
DTC Eligibility..................... The notes will be issued in book-entry
form and will be represented by one or
more permanent global certificates
deposited with a custodian for and
registered in the name of a nominee of
The Depository Trust Company ("DTC") in
New York, New York. Beneficial interests
in any such securities will be shown on,
and transfers will be effected only
through, records maintained by DTC and
its direct and indirect participants and
any such interest may not be exchanged
for certificated securities, except in
limited circumstances. See "Description
of Notes -- Book-Entry Procedures."
Trading............................. The notes will not be listed on any
securities exchange or included in any
automated quotation system.
S-6
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately
$992,785,000, after deducting the underwriters' discounts and certain offering
expenses. We expect to use a portion of the proceeds of this offering to pay
outstanding commercial paper. We will use the remaining proceeds, if any, for
general corporate purposes, which may include acquisitions. At April 22, 2002,
our commercial paper borrowings bore a blended rate of 1.85% per year.
CAPITALIZATION
The following table sets forth our capitalization at December 31, 2001 and
such capitalization as adjusted to reflect the application of estimated net
proceeds of approximately $993 million from this offering to reduce commercial
paper borrowings. This data should be read in conjunction with the Consolidated
Financial Statements of the Company and the "Use of Proceeds" section included
elsewhere in this prospectus supplement.
December 31, 2001
---------------------
Actual As Adjusted
--------- -----------
(in (unaudited,
millions) in
millions)
Long-term Debt
U.S. commercial paper (weighted average rate of 2.0%,
as adjusted rate of 1.9%)............................. $ 1,759 $ 766
Canadian dollar commercial paper (weighted average rate
of 2.5%).............................................. 251 251
Canadian dollar notes due 2002 -- 2009 (weighted
average rate of 4.7%)................................. 686 686
Notes due 2002 -- 2037 (weighted average rate of 6.5%,
as adjusted rate of 5.8%)............................. 2,885 3,885
Debentures due 2012 -- 2098 (weighted average rate of
7.4%)................................................. 3,783 3,783
8.35% zero coupon notes due 2020 (net of unamortized
discount of $490)..................................... 139 139
Euro notes due 2002 -- 2021 (weighted average rate of
6.3%)................................................. 2,268 2,268
Various foreign currency debt.......................... 236 236
Additional debt........................................ 115 115
------- -------
Long-term debt including effect of net asset positions
of currency swaps..................................... 12,122 12,129
Net asset positions of currency swap agreements........ 47 47
------- -------
Total long-term debt................................. 12,169 12,176
Shareowners' Equity
Preferred stock........................................ 37 37
Common stock, $1 par value-- Authorized --
1,000,000,000 shares; Issued -- 453,262,107 shares.... 453 453
Additional paid-in capital............................. 2,527 2,527
Reinvested earnings.................................... 220 220
Accumulated other comprehensive income (loss).......... (292) (292)
Common stock in treasury, at cost -- 8,146,325 shares.. (125) (125)
------- -------
Total shareowners' equity............................ 2,820 2,820
------- -------
Total capitalization............................... $14,989 $14,996
======= =======
S-7
DESCRIPTION OF NOTES
The following description of the terms of the notes offered in this
prospectus supplement and referred to in the accompanying prospectus as the
"Debt Securities" supplements the description of the general terms of Debt
Securities in the accompanying prospectus, to which description you are
referred. Each series of notes will constitute a series of Debt Securities and
will be issued under the Indenture, dated as of July 30, 1991, as amended as of
January 29, 1992 (the "Indenture") between us and The Chase Manhattan Bank, as
trustee. The following summary of the terms of the notes should be read in
conjunction with the description of the Debt Securities in the prospectus; this
summary of the notes and such description are qualified in their entirety by
reference to the Indenture.
The notes issued in this offering will be limited to $1,000,000,000 in
aggregate principal amount, as a result of which, as of the closing date of
this offering, $720,575,000 aggregate principal amount of Debt Securities will
remain available to be offered by us under the registration statement of which
this prospectus supplement and the accompanying prospectus form a part. These
notes and any additional debt securities issued under the Indenture may be
designated as a single series, in which case they would vote together as a
single class under the Indenture. The notes will constitute part of our
unsecured and unsubordinated obligations and will rank equal in right of
payment to all of our other existing and future unsecured and unsubordinated
obligations. Our rights and the rights of our creditors, including holders of
notes, to participate in the distribution of assets of any subsidiary upon such
subsidiary's liquidation or recapitalization, or otherwise, will be subject to
the prior claims of such subsidiary's creditors, except to the extent that we
may ourselves be a creditor with recognized claims against the subsidiary.
The notes will be issued only in fully registered form without coupons, in
denominations of $1,000 and integral multiples of $1,000. Initially, the notes
of each series will be issued in the form of a global note registered in the
name of DTC or its nominee, as described below. Each series of notes will bear
interest from April 25, 2002, at an annual rate of 5.25% in the case of the
fixed rate notes and at 3 month LIBOR plus 25 basis points in the case of the
floating rate notes. The notes will not be subject to any sinking fund.
The fixed rate notes will mature on May 15, 2007. Interest on the fixed rate
notes will be payable semiannually on May 15 and November 15, commencing
November 15, 2002 to the persons in whose names the fixed rate notes are
registered at the close of business on the preceding April 30 and October 31,
respectively. Interest on the fixed rate notes will be computed on the basis of
a 360-day year consisting of twelve 30-day months.
The floating rate notes will mature on April 26, 2004. Interest on the
floating rate notes will be payable quarterly on January 26, April 26, July 26
and October 26, commencing July 26, 2002 to the persons in whose names the
floating rate notes are registered at the close of business on the immediately
preceding January 11, April 11, July 11 and October 11, respectively. Interest
on the floating rate notes will be computed on the basis of a 360-day year for
the actual number of days.
The interest rate on the floating rate notes will be calculated by JPMorgan
Chase Bank, as calculation agent, except that the interest rate in effect for
the period from April 25, 2002 to July 26, 2002 (the "initial interest rate")
will be established as the rate for deposits in U.S. dollars having a maturity
of three months commencing on April 25, 2002 that appears on Telerate Page
3750, plus 25 basis points, as of 11:00 a.m., London time, on April 22, 2002.
If no rate appears on Telerate Page 3750, as specified in the preceding
sentence, then LIBOR will be determined by us in the manner described in clause
(b) below, except that the banks referred to in that clause will be selected by
us rather than the calculation agent.
The calculation agent will reset the interest rate with respect to the
floating rate notes on each interest payment date, each of which is referred to
as an "interest reset date." The second London business day (as defined below)
preceding an interest reset date will be the "interest determination date" for
that interest reset date. The interest rate in effect on each date that is not
an interest reset date will be the interest rate determined as of the interest
determination date relating to the immediately preceding interest reset date.
The interest rate in effect
S-8
on any day that is an interest reset date will be the interest rate determined
as of the interest determination date relating to that interest reset date,
except that the interest rate in effect for the period from and including April
25, 2002 to June 26, 2002 will be the initial interest rate.
"LIBOR" will be determined by the calculation agent in accordance with the
following provisions:
(a) With respect to any interest determination date, LIBOR will be the
rate for deposits in U.S. dollars having a maturity of three months
commencing on the first day of the applicable interest period that appears
on Telerate Page 3750 as of 11:00 a.m., London time, on that interest
determination date. If no rate appears on that interest determination date,
LIBOR, in respect to that interest determination date, will be determined
in accordance with the provisions described in (b) below.
(b) With respect to an interest determination date on which no rate
appears on Telerate Page 3750, as specified in (a) above, the calculation
agent will request the principal London offices of each of four major
reference banks in the London interbank market, as selected by the
calculation agent, to provide the calculation agent with its offered
quotation for deposits in U.S. dollars for the period of three months,
commencing on the first day of the applicable interest period, to prime
banks in the London interbank market at approximately 11:00 a.m., London
time, on that interest determination date and in a principal amount that is
representative for a single transaction in U.S. dollars in that market at
the time. If at least two quotations are provided, then LIBOR on that
interest determination date will be the arithmetic mean of those
quotations. If fewer than two quotations are provided, then LIBOR on the
interest determination date will be the arithmetic mean (rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point,
with five one-millionths of a percentage point rounded upwards) of the
rates quoted at approximately 11:00 a.m., New York City time, on the
interest determination date by three major banks in New York City selected
by the calculation agent for loans in U.S. dollars to leading European
banks, having a three-month maturity and in a principal amount that is
representative for a single transaction in U.S. dollars in that market at
that time; provided, however, that if the banks selected by the calculation
agent are not providing quotations in the manner described by this
sentence, LIBOR for the interest period commencing on the interest reset
date following the interest determination date will be LIBOR in effect on
that interest determination date.
"London business day" means any day on which dealings in U.S. dollars are
transacted in the London interbank market.
"Telerate Page 3750" means the display designated as "Page 3750" on the Dow
Jones Market Service or successor page or service, for the purposes of
displaying the London interbank offered rates for U.S. dollar deposits.
Notwithstanding any statements to the contrary in the accompanying
prospectus, settlement for the notes is expected to occur on the third business
day after the date of this prospectus supplement.
The Indenture permits the defeasance of Debt Securities upon the
satisfaction of the conditions described under "Certain Covenants in the
Indenture -- Satisfaction and Discharge of Indenture" in the accompanying
prospectus. The notes are subject to these defeasance provisions.
Optional Redemption
We have the option to redeem all or a portion of the fixed rate notes, on no
less than 30 or more than 60 days' notice mailed to holders of the fixed rate
notes, at any time at a redemption price equal to the greater of (a) 100% of
the principal amount of the notes to be redeemed and (b) the sum of the present
values of the Remaining Scheduled Payments (as defined below) discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined herein) plus 15 basis
points, plus accrued and unpaid interest, if any, on the principal amount being
redeemed to the date of redemption.
S-9
"Treasury Rate" means, with respect to any redemption date, the rate per
year equal to the semiannual equivalent yield to maturity (computed as of the
second business day immediately preceding such redemption date) of the
Comparable Treasury Issue, assuming 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.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker 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 the notes to be redeemed.
"Independent Investment Banker" means any of the Reference Treasury Dealers
appointed by us.
"Comparable Treasury Price" means, with respect to any redemption date, (a)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (b) if such release (or any successor release) is not
published or does not contain such prices on such business day, (1) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest of such Reference Dealer Quotations, or (2) if
fewer than four such Reference Treasury Dealer Quotations are obtained, the
average of all such Quotations.
"Reference Treasury Dealer Quotation" means, with respect to each Reference
Treasury Dealer and any redemption date, the average 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 by such Reference
Treasury Dealer as of 3:30 p.m., New York City time, on the third business day
preceding such redemption date.
"Reference Treasury Dealer" means each of Banc of America Securities LLC and
Salomon Smith Barney Inc. and their respective successors and any other
nationally recognized investment banking firm that is a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer") appointed from
time to time by us; provided that if any of the foregoing shall cease to be a
Primary Treasury Dealer, we shall substitute for such entity another nationally
recognized investment banking firm that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each note to be
redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
interest payment date with respect to such note, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date. On and after the redemption
date, interest will cease to accrue on the notes called for redemption. On or
before any redemption date, we shall deposit with a paying agent (or the
Trustee) money sufficient to pay the redemption price of and accrued interest
on the notes to be redeemed on such date.
The floating rate notes may not be redeemed prior to maturity.
Book-Entry Procedures
Each series of notes will initially be issued in the form of global notes,
which will be deposited with, or on behalf of, DTC and registered in the name
of DTC or its nominee. Except as set forth below, the global notes may not be
transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC
to DTC or another nominee of DTC or by DTC or any nominee to a successor of DTC
or a nominee of such successor.
S-10
We will make principal and interest payments on the notes represented by the
global notes to DTC or its nominee, as the case may be, as the registered owner
of the global notes. We expect that DTC or its nominee, upon receipt of any
payment of principal or interest in respect of the global notes, will credit
immediately the accounts of the related participants with payment in amounts
proportionate to their respective holdings in principal amount of beneficial
interests in such global notes as shown on the records of DTC. Neither we nor
the trustee nor any paying agent 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 global notes, or for maintaining, supervising or
reviewing any records relating to such beneficial interests. We also expect
that payments by participants to owners of beneficial interests in the global
notes held through such participants will be governed by standing customer
instructions and customary practices, as is the case with securities registered
in "street name." The instructions will be the responsibility of the
participants.
If DTC is at any time unwilling, unable or ineligible to continue as
depositary and we do not appoint a successor depositary within 90 days, we will
issue notes in certificated form in exchange for beneficial interests in the
global notes. In addition, we may at any time determine not to have our notes
represented by the global notes, and, in such event, will issue notes in
certificated form in exchange for beneficial interests in the global notes. In
any such instance, an owner of a beneficial interest in the global notes will
be entitled to physical delivery in certificated form of notes equal in
principal amount to such beneficial interest and to have such notes registered
in its name. Notes issued in certificated form will be issued in denominations
of $1,000 or any amount in excess thereof that is an integral multiple of
$1,000 and will be issued in registered form only, without coupons.
We understand as follows: DTC is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC was created to hold securities of its
participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic book-
entry changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. DTC's participants include
securities brokers and dealers (including one or more of the underwriters),
banks, trust companies, clearing corporations and certain other organizations.
DTC is owned by a number of its direct participants and by the New York Stock
Exchange, the American Stock Exchange, and the National Association of
Securities Dealers, Inc. Access to DTC's book-entry 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.
A further description of DTC's procedures with respect to the global notes
is set forth in the accompanying prospectus under "Description of Debt
Securities -- Global Securities." DTC has confirmed to us, the underwriters and
the trustee that it intends to follow such procedures.
Same-Day Settlement and Payment
Settlement for the notes will be made by the underwriters in immediately
available funds. We will make all payments of principal and interest in
immediately available funds so long as the notes are maintained in book-entry
form.
Secondary trading in long-term notes and notes of corporate issuers is
generally settled in clearinghouse or next-day funds. In contrast, the notes
will trade in DTC's Same-Day Funds Settlement System until maturity, and
secondary market trading activity in the notes will therefore be required by
DTC to settle in immediately available funds. No assurance can be given as to
the effect, if any, of settlement in immediately available funds on trading
activity in the notes.
S-11
UNDERWRITING
We intend to offer the notes of each series through the underwriters named
below. Subject to the terms and conditions of the pricing agreements dated
April 22, 2002, each of which incorporate by reference the underwriting
agreement dated August 9, 2001 (together, the "underwriting agreement"), we
have agreed to sell to the underwriters and the underwriters severally have
agreed to purchase from us, the principal amount of notes listed opposite their
respective names below.
Principal Principal
Amount of Amount of
Fixed Rate Floating
Underwriter Notes Rate Notes
----------- ------------ ------------
Banc of America Securities LLC ................... $187,500,000 $ 0
Salomon Smith Barney Inc.......................... 187,500,000 0
Credit Suisse First Boston Corporation............ 0 250,000,000
Deutsche Bank Securities Inc...................... 0 250,000,000
CIBC World Markets Corp........................... 25,000,000 0
Goldman, Sachs & Co............................... 25,000,000 0
HSBC Securities (USA) Inc. ....................... 25,000,000 0
J.P. Morgan Securities Inc. ...................... 25,000,000 0
SunTrust Capital Markets, Inc. ................... 25,000,000 0
------------ ------------
Total........................................... $500,000,000 $500,000,000
============ ============
In the underwriting agreement, the underwriters have agreed, subject to the
terms and conditions set forth in the underwriting agreement, to purchase all
of the notes of a series offered hereby if any of such notes are purchased. If
any underwriter defaults, the underwriting agreement provides that the purchase
commitments of the nondefaulting underwriters may be increased or the
underwriting agreement may terminate.
The underwriters for the fixed rate notes have advised us that they propose
to offer the fixed rate notes to the public at the initial offering price for
the fixed rate notes set forth on the cover page of this prospectus supplement,
and to dealers at the initial offering price less a concession not in excess of
0.350% of the principal amount of fixed rate notes. The underwriters for the
fixed rate notes may allow, and the dealers may reallow, a discount on sales to
other dealers not in excess of 0.250% of the principal amount of fixed rate
notes. After the initial offering of the fixed rate notes, the public offering
price, concession and discount for the fixed rate notes may be changed.
The underwriters for the floating rate notes have advised us that they
propose to offer the floating rate notes to the public at the initial offering
price for the floating rate notes set forth on the cover page of this
prospectus supplement, and to dealers at the initial offering price less a
concession not in excess of 0.150% of the principal amount of floating rate
notes. The underwriters may allow, and the dealers may reallow, a discount on
sales to other dealers not in excess of 0.125% of the principal amount of
floating rate notes. After the initial offering of the floating rate notes, the
public offering price, concession and discount for the floating rate notes may
be changed.
The following table shows the underwriting discounts and commissions that we
are to pay to the underwriters in connection with this offering (expressed as a
percentage of the principal amount of the notes).
Paid by Coca-Cola Enterprises
-----------------------------
Per fixed rate note........................... 0.600%
Per floating rate note........................ 0.250%
The expenses of the offering, not including the underwriting discounts, are
estimated to be approximately $275,000 and are payable by us.
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
S-12
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 the
underwriters, in covering syndicate short positions or making stabilizing
purchases, repurchases notes originally sold by that syndicate member.
Any of those 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 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 liabilities under the Securities Act of 1933, or contribute to
payments the underwriters may be required to make in respect of those
liabilities.
In the ordinary course of their respective businesses, the underwriters and
their affiliates have engaged and may in the future engage in investment and
commercial banking transactions with us and our affiliates, for which they have
received, and may receive in the future, customary fees and commissions.
One of the members of our Board of Directors, L. Phillip Humann, serves as
the Chairman of the Board, President and Chief Executive Officer of SunTrust
Banks, Inc., an affiliate of SunTrust Capital Markets, Inc.
The underwriters are offering the notes, subject to prior sale, when, as and
if issued to and accepted by them, subject to approval of legal matters by
their counsel, including the validity of the notes, and when conditions
contained in the underwriting agreement, such as receipt by the underwriters of
officers' certificates and legal opinions, are satisfied. The underwriters
reserve the right to withdraw, cancel or modify offers to the public and reject
orders in whole or in part.
We do not intend to apply for listing of the notes on a national securities
exchange, but have been advised by certain of the underwriters that they
presently intend to make a market in the notes offered hereby; however, the
underwriters are not obligated to do so, and any market making activity may be
discontinued at any time at the sole discretion of the underwriters.
Accordingly, no assurance can be given as to the liquidity of, or trading
market for, either series of notes.
LEGAL MATTERS
The validity of the notes will be passed upon for us by John R. Parker, Jr.,
our Senior Vice President and General Counsel, who as to matters of New York
law will rely on the opinion of Cleary, Gottlieb, Steen & Hamilton, New York,
New York. As of April 1, 2002, Mr. Parker beneficially owned 100,259 shares of
our common stock and holds vested options to purchase 183,483 shares of our
common stock under our stock option plans. Cleary, Gottlieb, Steen & Hamilton
will pass on the validity of the notes and various other matters for the
underwriters.
EXPERTS
The consolidated financial statements and financial statement schedule
incorporated in this prospectus supplement and the accompanying prospectus by
reference to the Annual Report on Form 10-K of Coca-Cola Enterprises Inc. for
the year ended December 31, 2001, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon and incorporated
herein by reference. Such consolidated financial statements and schedule are
incorporated herein by reference upon such reports given on the authority of
such firm as experts in accounting and auditing.
S-13
[COKE LOGO]
COCA-COLA ENTERPRISES INC. MAY USE THIS PROSPECTUS
TO OFFER--
SENIOR DEBT SECURITIES,
DEBT WARRANTS AND
CURRENCY WARRANTS
We intend to sell from time to time our senior debt securities, warrants to
purchase senior debt securities and warrants to receive the cash value in U.S.
dollars of the right to purchase and to sell either foreign currencies or units
of two or more currencies at the time of offering. From the sales of such
senior debt securities and warrants we will receive proceeds of up to
$2,720,575,000 (or the equivalent in foreign denominated currencies or units of
two or more currencies, based on the applicable exchange rate at the time of
offering). We may offer senior debt securities and warrants either together or
separately and on terms determined by market conditions at the time of sale.
We will provide the specific terms of each series of these Senior Debt
Securities and Warrants in a supplement to this prospectus. Read this
prospectus and the supplement carefully before you invest.
Neither the Securities and Exchange Commission nor any state securities
commission has approved the Senior Debt Securities and Warrants or determined
that this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus is August 9, 2001.
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 SAFE HARBOR CAUTIONARY
STATEMENT
This prospectus and the documents incorporated by reference herein contain
"forward-looking" statements, as defined in the Private Securities Litigation
Reform Act of 1995, that are based on current expectations, estimates and
projections. Statements that are not historical facts, including statements
about our beliefs and expectations, are forward-looking statements. These
statements discuss potential risks and uncertainties and, therefore, actual
results may differ materially. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date on which they
are made. We do not undertake any obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise.
COCA-COLA ENTERPRISES INC.
We are the world's largest Coca-Cola bottler.
We were incorporated in 1944 under the laws of Delaware as a wholly owned
subsidiary of The Coca-Cola Company and became a public company in 1986. At
July 27, 2001, The Coca-Cola Company owned approximately 38% of our common
stock.
Our bottling territories in North America and in Europe contained
approximately 362 million people as of December 31, 2000. We estimate that we
sold approximately 3.8 billion equivalent cases (192 ounces of finished
beverage product) within our territories during 2000. About 92% of this volume
consisted of beverages produced and sold under licenses from The Coca-Cola
Company.
Our bottling rights within the United States for beverages carrying the
"Coca-Cola" name are perpetual; elsewhere, and for other products, the bottling
rights have stated expiration dates.
Our principal executive offices are located at 2500 Windy Ridge Parkway,
Atlanta, Georgia 30339. The telephone number is (770) 989-3000.
Relationship with The Coca-Cola Company
The Coca-Cola Company is our largest shareowner. One of our directors is an
executive officer of The Coca-Cola Company, and two are former executive
officers.
We and The Coca-Cola Company are parties to a number of significant
transactions and agreements incident to our respective businesses and we may
enter into material transactions and agreements in the future.
We conduct our business primarily under agreements with The Coca-Cola
Company. These agreements give us the exclusive right to market, distribute and
produce beverage products of The Coca-Cola Company in authorized containers in
specified territories. These agreements provide The Coca-Cola Company with the
ability, in its sole discretion, to establish prices, terms of payment, and
other terms and conditions for the purchase of concentrates and syrups from The
Coca-Cola Company. Other significant transactions and agreements with The Coca-
Cola Company include acquisitions of bottling territories, arrangements for
cooperative marketing, advertising expenditures, purchases of sweeteners and
strategic marketing initiatives.
Since 1979, The Coca-Cola Company has assisted in the transfer of ownership
or financial restructuring of a majority of United States Coca-Cola bottler
operations and has assisted in similar transfers of bottlers operating outside
the United States. The Coca-Cola Company has sometimes acquired bottlers and
then sold them to other bottlers, including us, who are believed by management
of The Coca-Cola Company to be the best suited to manage and develop these
acquired operations. The Coca-Cola Company has advised us that it may continue
this reorganization of its bottler system. We and The Coca-Cola Company may
enter into additional material transactions and agreements in the future.
As a result of matters such as the foregoing, the relationship between The
Coca-Cola Company and us may give rise to potential conflicts of interest.
1
USE OF PROCEEDS
Unless specified otherwise in a prospectus supplement, we intend to use the
net proceeds from the sale of the senior debt securities and warrants for
general corporate purposes, including the repayment of debt and possible
business acquisitions. We may also use a portion of the proceeds from the sale
of any currency warrants to hedge currency risks with respect to such currency
warrants. Pending such applications, we will invest the net proceeds in
marketable securities.
We expect to engage in additional financings as the need arises. The nature
and amount of our equity and long-term and short-term debt and the
proportionate amount of each will vary from time to time as a result of
business requirements, market conditions and other factors.
RATIO OF EARNINGS TO FIXED CHARGES
Fiscal Year
------------------------
Ratios: 2000 1999 1998 1997 1996
------- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed
Charges............................................... 1.40 1.11 1.21 1.30 1.53
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividends....................................... 1.40 1.10 1.21 1.30 1.47
2
SUMMARY FINANCIAL DATA
The following table sets forth selected consolidated financial data of the
Company. The selected consolidated financial data are derived from and should
be read in conjunction with the Consolidated Financial Statements of the
Company (including the notes thereto). With respect to the fiscal years
presented, audited consolidated financial statements are included in the
Company's Annual Reports on Form 10-K for such periods.
Fiscal Year
-------------------------------------------------------------
1997(C) 1996(D)
----------------- ----------------
Pro Pro Pro
2000(A) 1999(B) 1998 Forma Reported Forma Forma
------- ------- ------- ------- -------- ------- -------
(in millions, except ratios and per share data)
OPERATIONS SUMMARY:
Net operating revenues.. $14,750 $14,406 $13,414 $12,377 $11,278 $10,307 $ 7,921
Cost of sales........... 9,083 9,015 8,391 7,810 7,096 6,444 4,896
Gross profit............ 5,667 5,391 5,023 4,567 4,182 3,863 3,025
Selling, delivery and
administrative
expenses............... 4,541 4,552 4,154 3,854 3,462 3,155 2,480
------- ------- ------- ------- ------- ------- -------
Operating income........ 1,126 839 869 713 720 708 545
Interest expense, net... 791 751 701 615 536 564 351
Other nonoperating
expense (income), net.. 2 -- (1) 8 6 (5) --
------- ------- ------- ------- ------- ------- -------
Income before income
taxes.................. 333 88 169 90 178 149 194
Income tax expense
(benefit)(E)........... 97 29 27 (27) 7 61 80
------- ------- ------- ------- ------- ------- -------
Net income.............. 236 59 142 117 171 88 114
Preferred stock
dividends.............. 3 3 1 2 2 9 8
------- ------- ------- ------- ------- ------- -------
Net income applicable to
common shareowners..... $ 233 $ 56 $ 141 $ 115 $ 169 $ 79 $ 106
======= ======= ======= ======= ======= ======= =======
OTHER OPERATING DATA:
Depreciation expense.... $ 810 $ 899 $ 725 $ 615 $ 566 $ 483 $ 392
Amortization expense.... 451 449 395 426 380 319 235
AVERAGE COMMON SHARES
OUTSTANDING(F)(G):
Basic................... 419 425 393 383 383 373 373
Diluted................. 429 436 406 396 396 380 380
PER SHARE DATA(F)(G):
Basic net income per
share applicable to
common shareowners..... 0.56 0.13 0.36 0.30 0.44 0.21 0.28
Diluted net income per
share applicable to
common shareowners..... 0.54 0.13 0.35 0.29 0.43 0.21 0.28
Dividends per common
share.................. 0.16 0.16 0.13(H) 0.10 0.10 0.033 0.033
YEAR-END FINANCIAL
POSITION:
Property, plant, and
equipment, net......... $ 5,783 $ 5,594 $ 4,891 $ 3,862 $ 3,862 $ 3,156 $ 2,812
Franchises and other
noncurrent assets,
net.................... 13,748 14,555 13,956 11,812 11,812 9,816 7,103
Total assets............ 22,162 22,730 21,132 17,487 17,487 14,674 11,234
Long-term debt.......... 11,121 11,378 10,745 8,792 8,792 7,315 5,305
Shareowners' equity..... 2,834 2,924 2,438 1,782 1,782 1,550 1,550
3
--------
(A) The 2000 results include the effect of revisions to depreciable lives of
certain equipment categories adopted January 1, 2000. These revisions
resulted in a reduction in depreciation expense of approximately $161
million ($0.23 per common share after tax) for full-year 2000.
(B) The 1999 results include a one-time charge of $103 million ($0.16 per
common share after tax) for the costs associated with recalled product in
certain parts of Europe. These costs were allocated $91 million to cost of
sales and $12 million to selling, delivery, and administrative expenses.
(C) The 1997 pro forma Operations Summary, Other Operating Data, and Per Share
Data give effect to the following acquisitions as though each had been
owned for a full year beginning January 1, 1997: the Great Britain Bottler,
Coke New York, and Coke Canada.
(D) The 1996 pro forma Operations Summary, Other Operating Data, Per Share
Data, and Year-End Financial Position give effect to the following
acquisitions as though each had been owned for a full year beginning
January 1, 1996: the Belgian, Great Britain, and French bottlers, Coca-Cola
Bottling Company West, Inc., Grand Forks Coca-Cola Bottling Co., and
Ouachita Coca-Cola Bottling Company, Inc. ("Ouachita").
(E) Income tax expense (benefit) includes an income tax rate change (benefit)
of approximately $(8) million in 2000, $(29) million in 1998, and $(58)
million in 1997.
(F) For years beginning before 1998, information was adjusted for a 3-for-1
stock split effective in 1997.
(G) In 1997, the Company adopted SFAS 128, "Earnings Per Share," and restated
average common shares and per share data.
(H) Effective July 1, 1998, the Company increased its regular quarterly
dividend from $0.025 to $0.04.
The Company acquired subsidiaries in each year presented and divested
subsidiaries in certain periods. Such transactions, except for (i) the 1997
acquisitions of Amalgamated Beverages Great Britain Limited ("Great Britain
Bottler"), The Coca-Cola Bottling Company of New York, Inc. ("Coke New York"),
and Coca-Cola Beverages Ltd. ("Coke Canada"), (ii) the 1996 acquisition of
Coca-Cola Enterprises S.A., Coca-Cola Production S.A., and S.A. Beverage Sales
Holding N.V. (collectively "the French and Belgian bottlers"), and (iii) gains
from the sale of certain bottling operations, did not significantly affect the
Company's operating results in any one fiscal period. All acquisitions and
divestitures have been included in or excluded from, as appropriate, the
consolidated operating results of the Company from their respective transaction
dates.
THE SECURITIES
We will issue:
. senior debt securities ("Debt Securities");
. warrants to purchase Debt Securities ("Debt Warrants"); and
. warrants to receive from us the cash value in U.S. dollars of the right
to purchase and sell either foreign currencies or units of two or more
currencies ("Currency Warrants").
The Debt Securities, Debt Warrants, and Currency Warrants are collectively
referred to in this prospectus as the "Securities."
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an indenture, dated as of July 30,
1991, as amended as of January 29, 1992 (the "Indenture"), between us and The
Chase Manhattan Bank (the "Trustee").
Selected provisions of the Debt Securities and the Indenture are summarized
below. The summary is not complete, but the form of the Indenture has been
filed as an exhibit to the registration statement, and you should read the
Indenture for provisions that may be important to you. The terms of the
Indenture control over the description of those terms in this prospectus. See
"Where To Find More Information" for information on how to locate the Indenture
and any supplemental indentures that may be filed.
4
The Indenture does not limit the aggregate amount of Debt Securities we may
issue. Each series of Securities may have different terms. A prospectus
supplement relating to each series of Debt Securities being offered will
include specific terms relating to the offering. These terms will include the
following:
. the title and type of the Debt Securities and the series of which such
Debt Securities will be a part;
. the aggregate principal amount;
. the date on which the Debt Securities are payable;
. the interest rate or rates (which may be fixed or variable) that the
Debt Securities will bear;
. the interest payment dates for the Debt Securities and the record date
for the interest payable on any interest payment date;
. any redemption provisions;
. whether the Debt Securities are denominated or provide for payment in
United States dollars, a foreign currency or composite currency;
. whether payments of principal or interest may be determined pursuant to
any index, formula or other method;
. any sinking fund or other provisions that would obligate us to
repurchase or otherwise redeem the Debt Securities;
. whether the Debt Securities will be issued in registered or bearer form
or both;
. any special tax implications of the securities, including for any Debt
Securities offered with original issue discount; and
. any other terms of the Debt Securities that do not conflict with the
provisions of the Indenture.
The Debt Securities will be unsecured and will rank equally with all of our
other unsecured and unsubordinated debt. However, because we conduct a portion
of our operations through subsidiaries, the right of holders of our Debt
Securities to participate in any distribution of the assets of any subsidiary
upon its liquidation or reorganization or otherwise is subject to the prior
claims of creditors of the subsidiary.
"Original Issue Discount Securities" means any Debt Securities that provide
for an amount that is less than the stated principal amount thereof (by more
than a de minimis amount) to be due and payable upon a declaration of
acceleration of the Maturity thereof upon the occurrence of an Event of Default
and the continuation thereof. It is anticipated that the terms of each series
of Original Issue Discount Securities will provide that, upon declaration of
acceleration of the Maturity of any such series of Original Issue Discount
Securities, the Accreted Amount (as defined in this paragraph) of such Original
Issue Discount Securities shall be due and payable. "Accreted Amount" means an
amount in respect of each Original Issue Discount Security of the affected
series equal to the sum of (a) the issue price of such Original Issue Discount
Security as determined in accordance with section 1273 of the Internal Revenue
Code (the "Code"), (b) the aggregate of the portions of the original issue
discount which shall theretofore have accrued pursuant to section 1272 of the
Code (without regard to section 1272(a)(7) of the Code) from the date of issue
of such Original Issue Discount Security (i) for each six-month or shorter
period ending on the Interest Payment Date prior to the date of declaration of
acceleration, and (ii) for the shorter period, if any, from the end of the
immediately preceding six-month period, as the case may be, to the date of
declaration of acceleration, and (c) accrued interest to the date such Accreted
Amount is paid (without duplication of any amount described in (b) above);
minus all amounts already paid under the terms of such Original Issue Discount
Security, which amounts are considered as part of the "stated redemption price
at maturity" of such Original Issue Discount Security within the meaning of
Section 1273(a)(2) of the Code or any successor provision (whether such amounts
paid were described as principal or interest).
5
Any money paid for principal of (and premium, if any) or any interest on any
Debt Security that remains unclaimed at the end of two years will be repaid to
us on demand, and afterwards the holder of the security may look only to us for
payment.
The Indenture allows us to "reopen" a previous issue of a series of Debt
Securities and issue additional Debt Securities of such series in addition to
the ability to issue Debt Securities with terms different than those of Debt
Securities previously issued.
Denomination and Form
Securities of a series may be issued in registered or bearer form or both.
Debt Securities may be issuable in global form. Unless otherwise provided in a
prospectus supplement, registered securities ("Registered Securities")
denominated in U.S. dollars will be issued in denominations of $1,000 and
bearer securities ("Bearer Securities") denominated in U.S. dollars will be
issued in denominations of $5,000 with or without coupons. Debt Securities
denominated in a foreign or composite currency will specify the denominations.
If we issue certificated notes, they will be registered in the name of the
noteholder. The notes may be transferred or exchanged without a service charge
and upon payment of any taxes and other governmental charges if the
administrative procedures contained in the Indenture are followed.
Paying Agent
Unless we otherwise specify in an applicable prospectus supplement, we will
pay principal (and premium, if any) and interest, if any, on Registered
Securities (other than a Global Security ("Global Security")) at the office of
the Paying Agent. However, at our option, we may pay any interest by check
mailed to the address of the person entitled to the payment, as such address
shall appear in the security register, or by wire transfer to an account
maintained by the person entitled thereto as specified in the security
register. Unless otherwise indicated in an applicable prospectus supplement,
payment of any installment of interest on Registered Securities will be made to
the person in whose name such Registered Security is registered at the close of
business on the record date for such interest payment.
The principal office of the Trustee in the City of New York will be
designated as our Paying Agent for payments with respect to Debt Securities
which are issuable solely as Registered Securities unless we otherwise specify
in an applicable prospectus supplement. Any Paying Agents outside the United
States and any other Paying Agents in the United States we initially designate
for the Debt Securities will be named in the related prospectus supplement. We
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 if Debt Securities of a series are issuable only as
Registered Securities, we will be required to maintain a Paying Agent in each
Place of Payment for such series. We will be required to maintain a Paying
Agent with respect to any Bearer Securities of a series in a Place of Payment
located outside the United States where Debt Securities of such series and any
coupons related to that series may be presented and surrendered for payment;
provided that if the Debt Securities of such series are listed on The Stock
Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg
Stock Exchange or any other stock exchange located outside of the United States
and such stock exchange shall so require, we will maintain a Paying Agent in
London, Luxembourg or any other required city located outside the United States
as long as the Debt Securities of such series are listed on such exchange.
All monies we pay to a Paying Agent for the payment of principal of (and
premium, if any) and interest, if any, on any Debt Security that remains
unclaimed at the end of two years after such principal, premium or interest
shall have become due and payable will be repaid to us, and the Holder of such
Debt Security or any coupon will thereafter look only to us for payment
thereof.
Global Securities
We may issue Debt Securities of a series in whole or in part in the form of
one or more Global Securities that will be deposited with, or on behalf of, a
depositary identified in an applicable prospectus supplement. We
6
will name the depositary in the prospectus supplement for that series. We may
issue Global Securities in either registered or bearer form and in either
temporary or permanent form. Unless and until it is exchanged for Debt
Securities in definitive form, a temporary Global Security may not be
transferred except as a whole by the depositary for such Global Security to a
nominee of such depositary, 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 of such depositary or a nominee of such successor.
Upon the issuance of a Global Security, the depositary for such Global
Security or its nominee will credit the accounts of persons held with it with
the respective principal amounts of the Debt Securities represented by such
Global Security. Such accounts shall be designated by the underwriters or
agents with respect to such Debt Securities or by us if such Debt Securities
are offered and sold directly by us. Ownership of beneficial interests in a
Global Security will be limited to persons that have amounts with the
depositary for such Global Security or its nominee ("participants") or persons
that may hold interests through participants. Ownership of beneficial interests
in such Global Security will be shown on, and the transfer of that ownership
will be effected only through, records maintained by the depositary (with
respect to participants' interests) for such Global Security or by participants
or persons that hold interests through participants (with respect to beneficial
owners' interests). The laws of some states require that some purchasers take
physical delivery of securities in definitive form. These laws may impair the
ability to transfer beneficial interests in a Global Security.
So long as the depositary for a Global Security, or its nominee, is the
owner of the Global Security, the depositary or that nominee will be sole
holder of the Debt Securities represented by the Global Security. Except as
described below, owners of beneficial interests in a Global Security may not
have any of the individual certificated securities represented by the Global
Security registered in their names, may not receive physical deliver of the
Debt Securities and will not be considered holders of the Debt Securities under
the Indenture.
We will pay the principal of, premium, if any, and interest on Debt
Securities represented by a Global Security to the depositary or its nominee.
We expect that the depositary, upon its 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 Global Security as shown on the records of the
depositary. We also expect that payments by participants to owners of
beneficial interests in any Global Security held through such participants will
be governed by standing instructions and customary practices, as is now the
case with securities held for the accounts of customers and registered in
"street name," and will be the responsibility of such participants.
The depositary will take any action permitted to be taken by a holder of
Debt Securities only at the direction of one or more participants to whose
accounts interests in the Global Securities are credited and only in respect of
the portion of the aggregate principal amount of the Debt Securities as to
which such participant or participants give such direction.
If the depositary is at any time unwilling or unable to continue as
depositary and we do not appoint a successor depositary within 90 days, we will
issue individual Debt Securities of such series in exchange for the relevant
Global Security or Securities. In addition, we may at any time and in our sole
discretion decide not to have any Debt Securities of a series represented by
Global Securities and, in that event, will issue individual certificated
securities in exchange for the relevant Global Securities. Further, if we so
specify with respect to the Debt Securities of a series, an owner of a
beneficial interest in a Global Security representing those Debt Securities
may, on terms acceptable to us and the depositary, receive certificated Debt
Securities in exchange for such beneficial interest. In that case, an owner of
a beneficial interest in a Global Security will be entitled to physical
delivery of individual Debt Securities of the series represented by the Global
Security equal in principal amount to such beneficial interest and to have
those Debt Securities registered in its name. We will issue certificated Debt
Securities of a series in denominations of $1,000 and integral multiples
thereof, unless another amount is specified in the supplement for that series.
If any Securities are issuable in temporary or permanent global form, the
applicable prospectus supplement will describe the circumstances, if any, under
which beneficial owners of interests in the Global Security may
7
obtain definitive Debt Securities. Payments on a permanent global Debt Security
will be made in the manner described in the prospectus supplement.
Registration and Transfer
Bearer Securities will be offered only to non-United States persons and to
offices located outside the United States of certain United States financial
institutions.
In connection with its original issuance, no Bearer Security will be mailed
or otherwise delivered to any location in the United States. A Bearer Security
may be delivered in connection with its original issuance only if the person
entitled to receive such Bearer Security furnishes written certification, in a
form specified in the applicable prospectus supplement, to the effect that such
Bearer Security is not being acquired by or on behalf of a United States person
(as defined in the Code) or, if a beneficial interest in such Bearer Security
is being acquired by or on behalf of a United States person, that such United
States person is a financial institution which agrees to comply with the
requirements of section 165(j)(3)(A), (B) or (C) of the Code.
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations. In addition, if Debt
Securities of any series are issuable as both Registered Securities and as
Bearer Securities and if so provided in an applicable prospectus supplement, at
the option of the Holder and subject to the terms of the Indenture, Bearer
Securities (with all unmatured coupons, except as provided below, and all
matured coupons in default) of such series will be exchangeable for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. Unless otherwise indicated in an
applicable prospectus supplement, any Bearer Security surrendered in exchange
for a Registered Security between (i) a Regular Record Date or a Special Record
Date and (ii) the relevant date for payment of interest, shall be surrendered
without the coupon relating to such date for payment of interest. Interest will
not be payable in respect of the Registered Security issued in exchange for
such Bearer Security but will be payable only to the Holder of such coupon when
due in accordance with the terms of the Indenture.
Debt Securities may be presented for exchange as provided above, and
Registered Securities (other than a Global Security) may be presented for
registration of transfer (with the form of transfer duly executed), at the
office of the Security Registrar or at the office of any transfer agent we
designate for such purpose for any series of Debt Securities 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 security 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. We have initially appointed the
Trustee as Security Registrar under the Indenture. If a prospectus supplement
refers to any transfer agents (in addition to the Security Registrar) we
initially designated 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 if Debt
Securities of a series are issuable only as Registered Securities, we will be
required to maintain a transfer agent in each Place of Payment for such series.
If Debt Securities of a series are issuable as Bearer Securities, we will be
required to maintain (in addition to the Security Registrar) a transfer agent
in a Place of Payment for such series located outside the United States. We may
at any time designate additional transfer agents with respect to any series of
Debt Securities.
In the event of any redemption in part, we shall not be required to (i)
register the transfer of or exchange Debt Securities of any series during a
period beginning at the opening of business 15 days before the day of the
selection of Debt Securities of that series for redemption and ending at the
close of business of the day of such selection; (ii) register the transfer of
or exchange any Registered Securities so selected for redemption in whole or in
part, except the unredeemed portion of any Registered Security being redeemed
in part; or (iii) exchange any Bearer Security so selected for redemption,
except with respect to Debt Securities of a series, that such Bearer Security
may be exchanged for a Registered Security of that series so long as such
Registered Security shall be immediately surrendered for redemption with
written instructions for payment consistent with the provisions of the
Indenture.
8
Unless otherwise indicated in an applicable prospectus supplement, payment
of principal (and premium, if any) and interest, if any, on Bearer Securities
will be payable, subject to any applicable laws and regulations, at the offices
of such Paying Agents outside the United States as we may designate from time
to time. However, at our option, payment of any interest may be made by check
mailed to any address outside the United States or by transfer to an account
maintained by the payee outside the United States. Unless otherwise indicated
in an applicable prospectus supplement, payment of interest on Bearer
Securities on any Interest Payment Date will be made only against surrender of
the coupon relating to such Interest Payment Date. No payment with respect to
any Bearer Security will be made at any office or agency of ours in the United
States, by check mailed to any address in the United States, or by transfer to
an account maintained in the United States. Payments will not be made in
respect of Bearer Securities or coupons appertaining thereto pursuant to
presentation or any other demand for payment to us or our designated Paying
Agents within the United States. However, payment of principal of (and premium,
if any) and interest, if any, on Bearer Securities denominated and payable in
U.S. dollars will be made at the office of our Paying Agent in the United
States if, and only if, payment of the full amount thereof in U.S. dollars at
all offices or agencies outside the United States is illegal or effectively
precluded by exchange controls or other similar restrictions.
The Indenture contains provisions for convening meetings of the holders of
Debt Securities of a series if Debt Securities of that series are issuable as
Bearer Securities. A meeting may be called at any time by the Trustee, and
also, upon request, by us or the holders of at least 10% in principal amount of
the outstanding Debt Securities of such series, in any such case upon notice.
Any resolution passed or decision taken at any meeting of holders of Debt
Securities of any series duly held in accordance with the Indenture will be
binding on all holders of Debt Securities of that series and the related
coupons. With certain exceptions, the quorum at any meeting called to adopt a
resolution, and at any reconvened meeting, will be persons holding or
representing a majority in principal amount of the outstanding Debt Securities
of a series.
CERTAIN COVENANTS IN THE INDENTURE
See page 11 for definitions of the capitalized terms used in the covenants
described below.
Restrictions on Liens. We will not, nor will we permit any Restricted
Subsidiary to, create, incur, issue, assume, guarantee or allow to exist any
Secured Debt without effectively providing that the Debt Securities will be
secured equally and ratably with such Secured Debt. These restrictions do not
apply to debts secured by:
. Mortgages on property, shares of stock or indebtedness of any
corporation existing at the time such corporation becomes a Restricted
Subsidiary;
. Mortgages on property or shares of stock existing at the time of
acquisition of such property or stock by us or a Restricted Subsidiary
or existing as of June 28, 1991;
. Mortgages to secure the payment of all or any part of the price of
acquisition, construction or improvement of such property or stock by us
or a Restricted Subsidiary, or to secure any Secured Debt incurred by us
or a Restricted Subsidiary, prior to, at the time of, or within 90 days
after, the later of the acquisition or completion of construction
(including any improvements on an existing property), which Secured Debt
is incurred for the purpose of financing all or any part of the purchase
price thereof or construction of improvements thereon; provided,
however, that, in the case of any such acquisition, construction or
improvement, the Mortgage shall not apply to any property theretofore
owned by us or a Restricted Subsidiary, other than, in the case of any
such construction or improvement, any theretofore substantially
unimproved real property on which the property or improvement so
constructed is located;
. Mortgages securing Secured Debt of a Restricted Subsidiary owing to us
or to another Restricted Subsidiary;
9
. 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;
. Mortgages on property of ours or a Restricted Subsidiary in favor of the
United States of America or any state thereof, or any department, agency
or instrumentality or political subdivision of the United States of
America or any state thereof, or in favor of any other country or any
political subdivision thereof, or any department, agency or
instrumentality of such country or political subdivision, to secure
partial progress, advance or other 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
. Any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any Mortgage referred
to in this summary of "Restrictions on Liens"; provided, however, that
the principal amount of Secured Debt secured thereby shall not exceed
the principal amount of Secured Debt so secured at the time of such
extension, renewal or replacement, and that such extension, renewal or
replacement shall be limited to all or a part of the property which
secured the Mortgage so extended, renewed or replaced (plus improvements
and construction on such property).
We and our Restricted Subsidiaries may, however, without securing the
Securities, create, incur, issue, assume or guarantee Secured Debt if, after
giving effect of the transaction, the aggregate of the Secured Debt then
outstanding (not including Secured Debt permitted under the above exceptions)
does not exceed 10% of our shareowners' equity as shown on our consolidated
financial statements as of the end of the preceding fiscal year.
Restrictions on Sale and Leaseback Transactions. We will not, nor will we
permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction unless:
. we or such Restricted Subsidiary would be entitled to create, incur,
issue, assume or guarantee indebtedness secured by a Mortgage upon such
property at least equal in amount to the Attributable Debt in respect of
such arrangement without equally and ratably securing the Debt
Securities; provided, however, that from and after the date on which
such arrangement becomes effective, the Attributable Debt in respect of
such arrangement shall be deemed, for all purposes under the
"Restrictions on Liens" covenant above, to be Secured Debt subject to
the provisions of such covenant;
. since June 28, 1991 and within a period commencing twelve months prior
to the consummation of such Sale and Leaseback Transaction and ending
twelve months after the consummation of such Sale and Leaseback
Transaction, we or Restricted Subsidiary, as the case may be, has
expended or will expend for the Principal Property an amount equal to
(A) the net proceeds of such Sale and Leaseback Transaction, and we
elect to designate such amount as a credit against such Sale and
Leaseback 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 Sale and Leaseback Transaction and applies an amount
equal to the remainder of the net proceeds as provided in the following
paragraph; or
. such Sale and Leaseback Transaction does not come within the exceptions
provided by the first paragraph above under "Restrictions on Sale and
Leaseback Transactions" and we do not make the election permitted by the
second paragraph under "Restrictions on Sale and Leaseback Transactions"
or make such election only as to a part of such net proceeds, in either
of which events we shall apply an amount in cash equal to the
Attributable Debt in respect of such arrangement (less any amount
elected under the second paragraph under "Restrictions on Sale and
Leaseback Transactions") to the retirement, within 90 days of the
effective date of any such arrangement, of indebtedness for
10
borrowed money of ours or any Restricted Subsidiary (other than
indebtedness for borrowed money of ours which is subordinated to the
Debt Securities) which by its terms matures at or is 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 indebtedness for borrowed money (it being
understood that such retirement may be made by prepayment of such
indebtedness for borrowed money, if permitted by the terms thereof, as
well as by payment at maturity, and that at our option and pursuant to
the terms of the Indenture, such indebtedness may include the Debt
Securities).
Restrictions on Consolidation, Merger or Sale. We may not consolidate with
or merge with or into, or transfer all or substantially all of our assets to,
any person unless:
. either we will be the resulting or surviving entity or the resulting or
surviving entity is a corporation organized and existing under the laws
of the United States, a state thereof or the District of Columbia;
. the resulting or surviving entity expressly assumes, by supplemental
indenture satisfactory to the Trustee, all our obligations under the
Debt Securities and the Indenture; and
. immediately before and immediately after giving effect to such
transaction and treating any indebtedness which becomes our obligation
as a result of such transaction as having been incurred by us at the
time of such transaction, no Default or Event of Default shall have
occurred or be continuing.
Definitions. "Attributable Debt," when applied to a Sale and Leaseback
Transaction, means the present value (discounted at the weighted average
interest rate borne by all Debt Securities outstanding at the time of such
Sale and Leaseback Transaction discounted semi-annually) of the obligation of
a lessee for net rental payments during the remaining term of any lease
(including any period for which such lease has been extended).
"Mortgage" or "Mortgages" means any mortgage, pledge, lien, security
interest or other encumbrances upon any Principal Property 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).
"Principal Property" means each bottling plant or facility of ours or a
Restricted Subsidiary located within the United States of America (other than
its territories and possessions) or Puerto Rico, except any such bottling
plant or facility that 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.
"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 fifty states of the United States of America, the
District of Columbia or Puerto Rico and (ii) which owns or leases any
Principal Property.
"Sale and Leaseback Transaction" means any arrangement with any person
providing for the leasing by us or any Restricted Subsidiary of any Principal
Property whether such Principal Property is now owned or hereafter acquired
(except for temporary leases for a term, including renewals at the option of
the lessee, of not more than three years and except for leases between us and
a Restricted Subsidiary or between Restricted Subsidiaries), which property
has been or is to be sold or transferred by us or such Restricted Subsidiary
to such person with the intention of taking back a lease of such property.
"Secured Debt" means notes, bonds, notes or other similar evidences of
indebtedness for money borrowed secured by any Mortgage.
"Subsidiary" means any corporation of which stock having by its terms
ordinary voting power to elect at least a majority of the board of directors
of such corporation (irrespective of whether or not at the time stock of any
other class or classes of such corporation shall have or might have voting
power by reason of the happening of any contingency) is at the time directly
or indirectly owned by us or by us and one or more Subsidiaries or by one or
more Subsidiaries.
11
Events of Default
Any of the following will be Events of Default with respect to Debt
Securities of a particular series:
. failure to pay interest or any other amount payable on a Debt Security
for 30 days;
. failure to pay any principal or premium on any Debt Security of that
series when due;
. failure to make any sinking fund payment, when due, in respect of any
Debt Security of that series;
. failure to perform any other covenant in the Indenture for the benefit
of such series or in the Debt Securities of such series that continue
for 60 days after written notice as provided in the Indenture;
. acceleration of any of our other indebtedness in excess of $15,000,000
due to default;
. certain events of bankruptcy, insolvency or reorganization; and
. any other Event of Default specifically provided with respect to Debt
Securities of that series.
If an Event of Default for any series of Debt Securities occurs and
continues, either the Trustee or the holders of at least 25% in aggregate
principal amount of that series of Debt Securities may declare the entire
principal of all Debt Securities of that series to be due and payable
immediately. If this happens, subject to certain conditions, the holders of a
majority of the aggregate principal amount of that series of Debt Securities
may be able to rescind the declaration if the default has been remedied. If an
Event of Default resulting from certain events of bankruptcy, insolvency or
reorganization occurs, the entire principal of all Debt Securities of all
series will become due and payable immediately without any declaration or any
act on the part of the Trustee or the holders of Debt Securities.
An Event of Default for a particular series of Debt Securities does not
necessarily constitute an Event of Default for any other series of Debt
Securities issued under the Indenture. It is possible for an Event of Default
to occur with respect to one or more series of Debt Securities while other
series are not affected.
Within 90 days after a default for any series of Debt Securities occurs, the
Trustee must notify the holders of Debt Securities of that series of the
default if it is known to the Trustee and we have not remedied it (a default
means the events specified above without the grace periods or notice). The
Trustee may withhold notice to the holders of such Debt Securities of any
default (except in the payment of principal or interest) if it in good faith
considers such withholding to be in the best interests of the holders. We are
required to file an annual certificate with the Trustee, signed by an officer,
about any default by us under any provisions of the Indenture.
Other than its duties in case of a default, a Trustee is not obligated to
exercise any of its rights or powers under the Indenture at the request, order
or direction of any holders, unless the holders offer the Trustee indemnity
satisfactory to the Trustee. If they provide this indemnification satisfactory
to the Trustee, the holders of a majority in principal amount of any series of
Debt Securities may direct the time, method and place of conducting any
proceeding or any remedy available to the Trustee, or exercising any power
conferred upon the Trustee, for any series of Debt Securities, provided that
such direction must not be in conflict with any law or the Indenture. Before
exercising any right or power under the Indenture at the direction of such
holders, the Trustee will be entitled to receive from such holders reasonable
security or indemnity against the costs, expenses and liabilities which might
be incurred by it in complying with any such direction.
Modification and Waiver
We and the Trustee may modify or amend the Indenture with the consent of 66
2/3% in principal amount of the outstanding Debt Securities of each series
affected, except that no such modification or amendment may make any of the
following changes without the consent of each holder affected:
. change the maturity of any installment of principal of, or interest on,
any Debt Security or any premium payable on the redemption price;
12
. reduce the principal amount of, or the interest payable on, any
Security;
. change the coin or currency of any payment of principal, any premium,
interest on any Debt Security;
. impair the right to institute suit for the enforcement of any payment on
or with respect to any Debt Security;
. reduce the percentage of holders required to consent to a modification;
or
. modify the provisions above dealing with modification, except to
increase any such percentage, and except to provide that other
provisions of the Indenture cannot be modified or amended without the
consent of the holder of each outstanding Debt Security affected
thereby.
Except with respect to defaults in payment or deposit of any sinking fund
payment, the holders of at least a majority in principal amount of outstanding
Debt Securities of any series may, with respect to such series, waive past
defaults under the Indenture and waive compliance by us with certain provisions
of the Indenture.
Satisfaction and Discharge of Indenture
The Indenture allows us to terminate our obligations under the Indenture
with respect to a particular series of Debt Securities if all the Debt
Securities of such series previously authenticated and delivered (other than
lost, destroyed or stolen Debt Securities of such series that have been
replaced or paid) have been delivered to the Trustee for cancellation and we
have paid all sums payable by us thereunder or if (i) the Debt Securities of a
particular series have matured or will mature within one year or all of them
are to be called for redemption within one year under arrangements satisfactory
to the Trustee for giving the notice of redemption and (ii) we irrevocably
deposit with the Trustee money sufficient to pay principal of and interest on
such Debt Securities that are due or will become due upon redemption or
maturity, as the case may be, and to pay all other sums payable by it
thereunder. In such case, holders of such Debt Securities must look to the
deposited money for payment.
Concerning the Trustee
The Chase Manhattan Bank, New York, New York, is the Trustee under the
Indenture. We maintain banking relationships in the ordinary course of business
with The Chase Manhattan Bank.
DESCRIPTION OF DEBT WARRANTS
The Debt Warrants are to be issued under Debt Warrant Agreements between us
and a bank or trust company, as Debt Warrant Agent, as set forth in a
prospectus supplement. Selected provisions of the Debt Warrant Agreement and
warrant certificates are summarized below. The summary is not complete, but a
copy of the form of Debt Warrant Agreement, including certain alternative
provisions, has been filed as an exhibit to the registration statement. See
"Where To Find More Information" for information on how to locate the Debt
Warrant Agreement.
General
The terms of Debt Warrants offered will be described in the applicable
prospectus supplement; the description will include:
. the aggregate principal amount and terms of the Debt Securities
purchasable upon exercise of such Debt Warrants and the procedures and
conditions relating to the exercise of such Debt Warrants;
. the designation and terms of any related Debt Securities with which such
Debt Warrants are issued and the number of such Debt Warrants issued
with each such Debt Security;
13
. the date, if any, when such Debt Warrants and the related Debt
Securities will be separately transferable;
. the principal amount of Debt Securities purchasable upon exercise of
each Debt Warrant and the exercise price;
. the date when the right to exercise such Debt Warrants begins and ends;
. a discussion of material federal income tax considerations, if any; and
. whether the Debt Warrants will be issued in registered or bearer form,
and, if registered, where they may be transferred and registered.
Debt Warrant Certificates will be exchangeable for new Debt Warrant
Certificates of different denominations and Debt Warrants may be exercised at
the corporate trust office of the Debt Warrant Agent or any other office
indicated in the prospectus supplement. Prior to the exercise of their Debt
Warrants, Holders of Debt Warrants will not have any of the rights of holders
of the Debt Securities purchasable upon such exercises and will not be entitled
to payments of principal of (and premium, if any) or interest, if any, on the
Debt Securities purchasable upon such exercise.
Exercise of Debt Warrants
Each Debt Warrant will entitle the Holder to purchase for cash such
principal amount of Debt Securities at such exercise price as shall in each
case be set forth in, or be determinable as set forth in, the prospectus
supplement relating to the Debt Warrants offered thereby. Debt Warrants may be
exercised at any time up to the close of business on the expiration date set
forth in the prospectus supplement relating to the Debt Warrants offered by
that document. After the close of business on the expiration date, unexercised
Debt Warrants will become void.
Debt Warrants may be exercised as described in the prospectus supplement
relating to the Debt Warrants offered by that prospectus supplement. Upon
receipt of 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 prospectus supplement, we will, as soon as practicable,
forward 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.
DESCRIPTION OF CURRENCY WARRANTS
Currency Warrants may be in the form of either: (i) Currency Put Warrants
giving the holders the right to receive from us the cash settlement value in
U.S. dollars of the right to sell a specified amount of a specified foreign
currency or currency units for a specified amount of U.S. dollars or (ii)
Currency Call Warrants giving the holders the right to receive from us the cash
settlement value in U.S. dollars of the right to purchase a specified amount of
a specified foreign currency or units of two or more currencies for a specified
amount of U.S. dollars. The spot exchange rate of the applicable base currency,
as compared to the U.S. dollar, will determine whether the Currency Warrants
have a cash settlement value on any given day prior to their expiration.
The Currency Warrants are to be issued under a Currency Warrant Agreement
between us and a bank or trust company, as Currency Warrant Agent (the
"Currency Warrant Agent"), all as shall be set forth in the applicable
prospectus supplement. Selected provisions of the Currency Warrant Agreement
and warrant certificates are summarized below. The summary is not complete, but
a copy of the form of Currency Warrant Agreement, is filed as an exhibit to the
registration statement. See "Where To Find More Information" for information on
how to locate the Currency Warrant Agreement.
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General
The applicable prospectus supplement will describe the terms of Currency
Warrants being offered by that prospectus supplement, including the following:
. whether Currency Put Warrants or Currency Call Warrants will be offered;
. the formula for determining the cash settlement value, if any, of each
Currency Warrant;
. the procedures and conditions relating to the exercise of such Currency
Warrants;
. when the Currency Warrants will be deemed to be automatically exercised;
. any minimum number of Currency Warrants which must be exercised at any
one time;
. the dates the right to exercise such Currency Warrants will begin and
end; and
. a discussion of material federal income tax considerations, if any.
Book-Entry Procedures and Settlement
Except as may otherwise be provided in an applicable prospectus supplement,
the Currency Warrants will be issued in book-entry form represented by a global
Currency Warrant Certificate registered in the name of a depositary or its
nominee. Holders will not be entitled to receive definitive certificates
representing Currency Warrants. A Holder's ownership of a Currency Warrant will
be recorded on or through the records of the brokerage firm or other entity
that maintains such Holder's account. In turn, the total number of Currency
Warrants held by an individual brokerage firm for its clients will be
maintained on the records of the depositary in the name of such brokerage firm
or its agent. Transfer of ownership of any Currency Warrant will be effected
only through the selling holder's brokerage firm.
The Cash Settlement Value will be paid by the Currency Warrant Agent to the
depositary. The depositary will be responsible for crediting the amount of such
payments to the accounts of participants or indirect participants in accordance
with its standard procedures. Each participant or indirect participant will be
responsible for disbursing such payments to the Holders that it represents and
to each brokerage firm for which it acts as agent. Each such brokerage firm
will be responsible for disbursing funds to the Holders that it represents.
Exercise of Currency Warrants
Except as may otherwise be provided in an applicable prospectus supplement,
each Currency Warrant will entitle the Holder to receive the Cash Settlement
Value of such Currency Warrant on the applicable Exercise Date, in each case as
such terms will be defined in the applicable prospectus supplement. If not
exercised prior to 3:00 P.M., New York City time, on the fifth New York
Business Day preceding the expiration date, Currency Warrants will be deemed
automatically exercised on the expiration date.
Listing
Except as may otherwise be provided in an applicable prospectus supplement,
each issue of Currency Warrants will be listed on a national securities
exchange, subject only to official notice of issuance, as a condition of sale
of any such Currency Warrants. In the event that the Currency Warrants are
delisted from, or permanently suspended from trading on, such exchange, the
expiration date for such Currency Warrants will be the date such delisting or
trading suspension becomes effective and Currency Warrants not previously
exercised will be deemed automatically exercised on such expiration date. The
applicable Currency Warrant Agreement will contain a covenant of ours not to
seek delisting of the Currency Warrants, or suspension of their trading, on
such exchange.
15
PLAN OF DISTRIBUTION
We may sell the Securities: (i) through underwriters or dealers, (ii)
directly to purchasers, and (iii) through agents. Any such underwriter, dealer
or agent may be deemed to be an underwriter within the meaning of the
Securities Act of 1933.
We may authorize the underwriters to solicit offers by certain institutions
to purchase Securities from us pursuant to delayed delivery contracts providing
for payment and delivery on the date stated in the prospectus supplement. Each
such contract will be for an amount not less than the amount specified in such
prospectus supplement, and unless we otherwise agree, the aggregate principal
amount of Securities sold pursuant to such contracts will not be more than the
respective amounts stated in the prospectus supplement.
We may have agreements to indemnify the underwriters, dealers and agents
against certain civil liabilities, including liabilities under the Securities
Act of 1933, or to contribute with respect to payments which the underwriters,
dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or perform
services for, us in the ordinary course of business.
Each underwriter, dealer and agent participating in the distribution of any
Securities that are issuable as Bearer Securities will agree that it will not
offer, sell or deliver, directly or indirectly, Bearer Securities in the United
States or to United States persons (other than qualifying financial
institutions) in connection with the original issuance of such Securities.
LEGAL MATTERS
The legality of the Securities has been passed upon for us by John R.
Parker, Jr., our Senior Vice President and General Counsel, who as to matters
of New York law has relied upon the opinion of Cleary, Gottlieb, Steen &
Hamilton, New York, New York. Mr. Parker also owns shares of our common stock
and options to purchase shares of our common stock.
EXPERTS
Our consolidated financial statements and schedule appearing in or
incorporated by reference in our Annual Report on Form 10-K for the year ended
December 31, 2000, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included or incorporated by
reference therein and incorporated herein by reference. Such consolidated
financial statements and schedule have been incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
WHERE TO FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission (the "SEC") a
registration statement under the Securities Act of 1933, as amended, with
respect to the Securities offered hereby. This prospectus is part of that
registration statement. As permitted by the SEC's rules, this prospectus does
not contain all of the information set forth in the registration statement or
the exhibits to the registration statement.
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended. As a result, we file reports and other information
with the SEC. The public may read and copy any reports, proxy and information
statements and other information we have filed can be inspected and copied at
the public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and
16
at the following Regional Offices of the SEC: Chicago Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and New
York Regional Office, 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can be obtained from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The SEC's web site that contains reports, proxy and
information statements and other information regarding registrants, like us,
that file electronically. The address of the SEC's site is:
"http://www.sec.gov". Our Common Stock is listed on The New York Stock
Exchange, and such reports, proxy and information statements and other
information concerning us may also be inspected at the offices of The New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. We make
additional information available at our web site, "http://www.cokecce.com".
The following documents are incorporated by reference in this prospectus:
. our Annual Report on Form 10-K for the fiscal year ended December 31,
2000;
. our Quarterly Reports on Form 10-Q for the quarters ended March 30, 2001
and June 29, 2001; and
. our Current Reports on Form 8-K dated January 25, 2001, March 29, 2001,
April 12, 2001, April 23, 2001, May 1, 2001, June 8, 2001, July 11,
2001, July 17, 2001 and July 23, 2001.
All documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this prospectus and prior to the
termination of the offering of the securities are also incorporated by
reference into this prospectus even though they are not specifically identified
in this prospectus.
We will provide to each person, including any beneficial owner, to whom this
prospectus and the prospectus supplement is delivered, on written or oral
request of such person, a copy of any or all of the foregoing documents
incorporated by reference into this prospectus (without exhibits to such
documents other than exhibits specifically incorporated by reference into such
documents). Requests for such copies should be directed to the office of the
Treasurer, Coca-Cola Enterprises Inc., 2500 Windy Ridge Parkway, Suite 700,
Atlanta, Georgia 30339; telephone number (770) 989-3051. The copies will be
provided without charge.
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$1,000,000,000
[LOGO OF COCA-COLA ENTERPRISES INC.]
$500,000,000 5.25% Notes due 2007
$500,000,000 Floating Rate Notes due 2004
------------
PROSPECTUS SUPPLEMENT
April 22, 2002
------------
Joint Book-Running Managers for the 5.25% Notes
Banc of America Securities LLC Salomon Smith Barney
------------
CIBC World Markets Corp.
Goldman, Sachs & Co.
HSBC
JPMorgan
SunTrust Robinson Humphrey
----------------
Joint Book-Running Managers for the Floating Rate Notes
Credit Suisse First Boston Deutsche Bank Securities
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