AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1995
REGISTRATION NO. 33-61531
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE COCA-COLA COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 58-0628465
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE COCA-COLA PLAZA
ATLANTA, GEORGIA 30313
(404) 676-2121
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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JOSEPH R. GLADDEN, JR., ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
THE COCA-COLA COMPANY
ONE COCA-COLA PLAZA
ATLANTA, GEORGIA 30313
(404) 676-2121
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
CAROL CROFOOT HAYES, ESQ.
THE COCA-COLA COMPANY
ONE COCA-COLA PLAZA
ATLANTA, GEORGIA 30313
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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PROSPECTUS
1,388,685 SHARES
THE COCA-COLA COMPANY
COMMON STOCK
_________________________
The 1,388,685 shares (the "Shares") of common stock, $.25 par value
("Common Stock"), of The Coca-Cola Company (the "Company") offered hereby may
be offered for sale from time to time by and for the account of certain
stockholders of the Company (the "Selling Stockholders"). See "Selling
Stockholders." The Selling Stockholders acquired the Shares on August 1,
1995, in connection with the acquisition of Barq's, Inc. ("Barq's") by the
Company and certain related transactions. The Company is registering the
Shares as required by a Registration Rights Agreement, dated as of August 1,
1995, among the Company and each of the Selling Stockholders (the
"Registration Rights Agreement"), but the registration of the Shares does
not necessarily mean that any of such Shares will be offered or sold by the
Selling Stockholders. The Company will not receive any of the proceeds from
the sale of the Shares by the Selling Stockholders, but has agreed to bear
certain expenses of registration of the Shares. See "Plan of Distribution."
The Common Stock is listed on the New York Stock Exchange under the
symbol "KO." On August 14, 1995, the last reported sale price of the Common
Stock on the New York Stock Exchange was $66-3/8 per share.
The Selling Stockholders from time to time may offer and sell the Shares
through "brokers' transactions" (within the meaning of Section 4(4) of the
Securities Act of 1933, as amended (the "Securities Act")), or in transactions
directly with a "market maker" (as defined in Section 3(a)(38) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")). To the
extent required, the names of any broker-dealer and applicable commissions or
discounts and any other required information with respect to any particular
offer will be set forth in an accompanying Prospectus Supplement. See "Plan
of Distribution." Each of the Selling Stockholders reserves the sole right
to accept or reject, in whole or in part, any proposed purchase of the Shares
to be made in the manner set forth above.
The Selling Stockholders and any broker-dealers who participate in a
sale of the Shares by the Selling Stockholders may be considered
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any profits realized by the Selling Stockholders and the compensation of any
broker-dealers may be deemed to be underwriting discounts and commissions.
However, the Selling Stockholders disclaim being underwriters under the
Securities Act. See "Plan of Distribution" herein for indemnification
arrangements among the Company and the Selling Stockholders.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS ________, 1995.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and, in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission ("Commission"). Such
reports, proxy statements and other information filed with the Commission by
the Company can be inspected and copied at the office of the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, or at its
Regional Offices located at 7 World Trade Center, Suite 1300, New York, New
York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and copies of such materials can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. In addition, the Common Stock of the Company is listed
on the New York Stock Exchange, and such reports, proxy statements and other
information concerning the Company can be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on
Form S-3 (together with any amendments, the "Registration Statement") under
the Securities Act, covering the shares of Common Stock being offered by this
Prospectus. This Prospectus, which is part of the Registration Statement,
does not contain all of the information and undertakings set forth in the
Registration Statement and reference is made to such Registration Statement,
including exhibits, which may be inspected and copied in the manner and at
the locations specified above, for further information with respect to the
Company and the Common Stock being offered hereby. Statements contained in
this Prospectus concerning the provisions of any documents are not
necessarily complete and, in each instance, reference is made to the copy of
such documents filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety
by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
following documents:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994; and
(ii) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering made pursuant to the
Registration Statement shall be deemed to be incorporated by reference into
and to be a part of this Prospectus from the date of filing of such
documents. Any statement contained in a document so incorporated by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus, or in
any other subsequently filed document which is also incorporated by
reference, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Prospectus except as so modified or superseded.
The Company will provide, without charge, to each person to whom
this Prospectus is delivered, upon the written or oral request of any
such person, a copy of any or all of the documents incorporated by reference
(not including exhibits to such documents unless such exhibits are
specifically incorporated by reference in such documents). Requests for
copies of such documents should be directed to the Office of the Secretary,
The Coca-Cola Company, One Coca-Cola Plaza, Atlanta, Georgia 30313,
telephone (404) 676-2121.
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THE COMPANY
The Coca-Cola Company was incorporated in September 1919 under the laws
of the State of Delaware and succeeded to the business of a Georgia
corporation with the same name that had been organized in 1892. The Company
is the largest manufacturer, marketer and distributor of carbonated soft
drink concentrates and syrups in the world. Its soft drink products, sold in
the United States since 1886, are now sold in more than 195 countries around
the world and are the leading soft drink products in most of these countries.
The Company also manufactures, produces, markets and distributes juice and
juice drink products. The Company's executive offices are located at One
Coca-Cola Plaza, Atlanta, Georgia 30313, telephone (404) 676-2121. Unless
the context indicates otherwise, the term "Company" refers to The Coca-Cola
Company and its consolidated subsidiaries.
The Company's soft drink products, including bottled and canned beverages
produced by independent and Company-owned bottling and canning operations, as
well as concentrates and syrups, include Coca-Cola, Coca-Cola classic,
caffeine free Coca-Cola, caffeine free Coca-Cola classic, diet Coke (sold
under the trademark Coke light in many territories outside the United
States), caffeine free diet Coke, Cherry Coke, diet Cherry Coke, Sprite, diet
Sprite, Mr. PiBB, Mello Yello, Fanta brand soft drinks, Hi-C brand fruit
drinks, TAB, caffeine free TAB, OK soda, Fresca, POWERaDE, Fruitopia, Minute
Maid flavors and other products developed for specific markets, including
Georgia brand coffee, a non-carbonated drink.
Coca-Cola Nestle Refreshments ("CCNR"), the Company's 50% joint venture
with Nestle S.A. ("Nestle"), produces ready-to-drink teas and coffees in
certain countries. In 1994, the Company and Nestle undertook to restructure
the operation of CCNR to provide that the Company manage CCNR's ready-to-
drink tea business and that Nestle manage CCNR's ready-to-drink coffee
business.
The Company owns substantial equity positions in certain United States
and international soft drink bottling operations, including approximately 43%
of the outstanding common stock of Coca-Cola Enterprises Inc. ("CCE"),
approximately 49% of the outstanding common stock of Coca-Cola Beverages Ltd.
("CCB"), and approximately 40% of the outstanding shares of common stock of
Coca-Cola Amatil Limited ("CCA"). CCE is the world's largest bottler of the
Company's soft drink products, whose bottling territories in 1994 contained
approximately 54% of the U.S. population and 100% of the population of the
Netherlands. CCB is the largest bottler of the Company's soft drink products
in Canada. The territories in which CCB marketed soft drink products (which
included all or significant portions of each of Canada's ten provinces) in
1994 contained approximately 27 million people, or approximately 94% of the
Canadian population. CCA is the largest bottler of the Company's soft drink
products in Australia, and also has bottling and distribution rights in other
countries, including Austria, Hungary, Papua New Guinea, New Zealand, Fiji,
the Czech and Slovak Republics, Indonesia, Belarus, Slovenia, Ukraine and
Poland. CCA estimated that the territories in which it marketed soft drink
products in 1994 contained approximately 99% of the population of Australia,
100% of the population of New Zealand and Fiji, 80% of the population of
Austria, 100% of the population of Hungary, 84% of the population of Papua
New Guinea, 100% of the populations of the Czech and Slovak Republics, 92% of
the population of Indonesia, 100% of the population of Belarus, 100% of the
populations of Slovenia and of Ukraine, and 60% of the population in Poland.
On April 10, 1995, CCA acquired from the Company an approximate 75% interest
in Coca-Cola Bottlers Zagreb, a bottler in Croatia, and on July 21, 1995, CCA
acquired the Company's interests in two bottlers in Romania. The Company
also owns an approximate 30% interest in Coca-Cola FEMSA, S.A. de C.V., a
Mexican holding company with bottling subsidiaries in the Valley of Mexico,
Mexico's southeastern region, and Argentina and an approximate 49% interest
in Coca-Cola & Schweppes Beverages Ltd., a joint venture which began
operation in early 1987 and is the leading marketer of soft drinks in Great
Britain.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares. All of the proceeds from the sale of the Shares will be received by
the Selling Stockholders.
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SELLING STOCKHOLDERS
The Selling Stockholders are former stockholders of Barq's. The Shares
were acquired by the Selling Stockholders in connection with the acquisition
of Barq's by the Company (the "Merger") and certain related transactions.
The following table provides the names and the number of Shares owned by
each Selling Stockholder as of the date of this Prospectus. Since the
Selling Stockholders may sell all, some or none of their Shares, no estimate
can be made of the aggregate number of Shares that are to be offered hereby
or that will be owned by each Selling Stockholder upon completion of the
offering to which this Prospectus relates.
The Shares offered by this Prospectus may be offered from time to time
by the Selling Stockholders named below:
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
SELLING STOCKHOLDER AND OFFERED HEREBY
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John E. Koerner, III (1) 691,569
Lesa B. Oudt (2) 651,959
Randal Craig Oudt Trust-1994 13,871
u/a Lesa B. Oudt and John F. Oudt
dated December 22, 1994 f/b/o
Randal Craig Oudt
Kyle Frederick Oudt Trust-1994 13,871
u/a Lesa B. Oudt and John F. Oudt
dated December 22, 1994 f/b/o
Kyle Frederik Oudt
John Dirik Oudt Trust-1994 13,871
u/a Lesa B. Oudt and John F. Oudt
dated December 22, 1994 f/b/o
John Dirik Oudt
The John E. Koerner, IV Qualified 1,387
Subchapter S Trust u/a Ann Parker
Koerner and John E. Koerner, III
dated February 24, 1994 f/b/o
John E. Koerner, IV
The Parker Earl Koerner Qualified 1,387
Subchapter S Trust u/a Ann Parker
Koerner and John E. Koerner, III
dated February 24, 1994 f/b/o
Parker Earl Koerner
Lesa B. Oudt and John F. Oudt (1) (3) 770
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(1) As a condition to the Company's obligation to consummate the Merger,
John E. Koerner, III ("Koerner"), and Lesa B. Oudt and John F. Oudt (the
"Oudts") entered into separate Noncompetition and Consulting Agreements
with the Company. In accordance with the terms of such agreements,
Koerner and the Oudts agreed, among other things: (i) to provide certain
consulting services to the Company for a period of one year after the
date of such agreements; and (ii) not to enter into certain arrangements
competitive with the Company for a period of three years after the date
of such agreements. In consideration for the covenants set forth in the
Noncompetition and Consulting Agreements, the Company agreed to issue
770 Shares to each of Koerner and the Oudts.
(2) Excludes 800 shares of Common Stock owned by Lesa B. Oudt, Trustee
for John Oudt Trust No. 1, that were not acquired in connection with
the Merger.
(3) Excludes 5,000 shares of Common Stock owned by the Oudts that were not
acquired in connection with the Merger.
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PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholders on
the New York Stock Exchange or any national securities exchange or automated
interdealer quotation system on which shares of Common Stock are then listed,
through negotiated transactions or otherwise. The Shares will be sold at
prices and on terms then prevailing, at prices related to the then current
market price or at negotiated prices. The Selling Stockholders may effect
sales of the Shares through "brokers' transactions" (within the meaning of
Section 4(4) of the Securities Act) or in transactions directly with a
"market maker" (as defined in Section 3(a)(38) of the Exchange Act). Upon
the Company being notified by any Selling Stockholder that a material
arrangement has been entered into with a broker or dealer for the sale of
Shares, a Prospectus Supplement will be filed, if required, pursuant to
Rule 424(c) under the Securities Act, disclosing (a) the name of each such
broker-dealer, (b) the number of Shares involved, (c) the price at which
Shares were sold, (d) the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable, and (e) other facts
material to the transaction. In effecting sales, broker-dealers engaged by
any Selling Stockholder and/or the purchasers of the Shares may arrange for
other broker-dealers to participate. Broker-dealers will receive commissions,
concessions or discounts from the Selling Stockholders and/or the purchasers
of the Shares in amounts to be negotiated prior to the sale. Sales will be
made only through broker-dealers registered as such in a subject jurisdiction
or in transactions exempt from such registration. As of the date of this
Prospectus, there are no selling arrangements between the Selling
Stockholders and any broker or dealer.
In offering the Shares covered by this Prospectus, the Selling
Stockholders and any broker-dealers who participate in a sale of the Shares
by the Selling Stockholders may be considered "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any profits realized by
the Selling Stockholders and the compensation of any broker-dealers may be
deemed to be underwriting discounts and commissions. However, the Selling
Stockholders disclaim being underwriters under the Securities Act.
As required by the Registration Rights Agreement, the Company has filed
the Registration Statement, of which this Prospectus forms a part, with
respect to the sale of the Shares. The Company has agreed to use its best
efforts to keep the Registration Statement current and effective through
August 1, 1997, with certain exceptions.
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders. The Company will bear the costs of
registering the Shares under the Securities Act, including the registration
fee under the Securities Act, certain legal and accounting fees and any
printing fees. The Selling Stockholders will bear all other expenses in
connection with this offering, including brokerage fees and the fees and
disbursements of counsel representing the Selling Stockholders.
Pursuant to the terms of the Registration Rights Agreement, the Company
and the Selling Stockholders have agreed to indemnify each other and certain
other related parties for certain liabilities in connection with the
registration of the Shares.
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DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 2,800,000,000
shares of common stock, $.25 par value per share, and 100,000,000 shares of
preferred stock, par value $1.00 per share. As of June 30, 1995,
1,262,057,098 shares of common stock were issued and outstanding and no
shares of preferred stock were issued and outstanding.
Each outstanding share of common stock of the Company is entitled to one
vote on each matter to be voted on at stockholders' meetings. Stockholders
of the Company are entitled to receive dividends when, as and if declared by
its Board of Directors from funds legally available for that purpose. All
outstanding shares of common stock of the Company are fully paid and
nonassessable. Upon any liquidation, dissolution or winding up of the
Company, its business or affairs, the assets and funds of the Company
available for distribution to stockholders would be distributed pro rata
among the holders of the common stock of the Company, after payments to
creditors and provision for the preference of any other class or series of
stock having preference over the common stock upon liquidation, dissolution
or winding up that may then be outstanding. Stockholders have no preemptive
rights to subscribe to additional shares of common stock of the Company or
other securities convertible into shares of common stock of the Company.
LEGAL MATTERS
The legality of the Shares will be passed upon by Joseph R.
Gladden, Jr., Senior Vice President and General Counsel of the Company.
Mr. Gladden beneficially owns 189,622 shares of Common Stock and also
holds options to purchase 193,396 shares of Common Stock granted under
the Company's stock option plans, and, as to 74,396 of such options,
may exercise stock appreciation rights in lieu of such options.
EXPERTS
The consolidated financial statements of the Company and related
schedule included and/or incorporated by reference in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 and
incorporated by reference in this Prospectus have been audited by
Ernst & Young LLP, independent auditors, as stated in their report
thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference
in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY OR ANY SELLING STOCKHOLDER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
DATE SUBSEQUENT TO THE DATE HEREOF.
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TABLE OF CONTENTS
PAGE
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Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Use of Proceeds....................... 4
Selling Stockholders.................. 4
Plan of Distribution.................. 5
Description of Capital Stock.......... 6
Legal Matters......................... 6
Experts............................... 6
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1,388,685 SHARES
THE COCA-COLA COMPANY
COMMON STOCK
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PROSPECTUS
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_________, 1995
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on the
14th day of August, 1995.
THE COCA-COLA COMPANY
By: /s/ GARY P. FAYARD
-----------------------------------
Gary P. Fayard
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 14th day of August, 1995.
*
-----------------------------------
Roberto C. Goizueta
Chairman of the Board of Directors,
Chief Executive Officer
and a Director
(Principal Executive Officer)
*
-----------------------------------
James E. Chestnut
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
*
-----------------------------------
Gary P. Fayard
Vice President and Controller
(Principal Accounting Officer)
II-1
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Directors:
*
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Herbert A. Allen
Director
*
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Ronald W. Allen
Director
*
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Cathleen P. Black
Director
*
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Warren E. Buffett
Director
*
----------------------------------------
Charles W. Duncan, Jr.
Director
*
----------------------------------------
M. Douglas Ivester
Director
*
----------------------------------------
Susan B. King
Director
*
----------------------------------------
Donald F. McHenry
Director
*
----------------------------------------
Paul F. Oreffice
Director
*
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James D. Robinson, III
Director
*
----------------------------------------
William B. Turner
Director
*
----------------------------------------
Peter V. Ueberroth
Director
*
----------------------------------------
James B. Williams
Director
*By: /s/ CAROL CROFOOT HAYES
------------------------------------
Carol Crofoot Hayes
Attorney-in-fact
II-2
