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Filed Pursuant to Rule 424(b)(2)
Registration Number 33-46675
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 26, 1992)
$1,932,480,000
COCA-COLA ENTERPRISES INC.
ZERO COUPON NOTES DUE JUNE 20, 2020
The sale price to investors (as defined below) per $1,000
principal amount at maturity of the Zero Coupon Notes Due June 20, 2020 will be
$129.37 (12.937% of its $1,000 principal amount at maturity), which represents
a yield to maturity to the investors of 8.35% per annum (computed on a
semi-annual note equivalent basis) calculated from June 20, 1995. There will
be no periodic payments of interest on the Notes. Each holder of Notes may
require the Company to repurchase all or a portion (but only denominations of
$1,000 and any integral multiple thereof) of the Notes owned by such holder
(the "Put Option") on June 20, 2000 (the "Put Option Exercise Date") at a
purchase price equal to 19.474% of the principal amount thereof. The Notes
are not redeemable prior to maturity. See "Description of Notes".
The Notes are to be sold by the Company to the investors on
June 20, 1995, pursuant to the terms of a Warrant Purchase Agreement dated as
of June 13, 1990 (the "Warrant Purchase Agreement") between the Company and the
Selling Securityholder (as defined herein) to the extent the 250 warrants
issued thereunder (the "Warrants") are exercised. Each Warrant represents the
right of the holder thereof to purchase the Notes at 12.937% of their principal
amount in an aggregate principal amount of $7,729,920. Each holder of a
Warrant (including the Selling Securityholder as holder of certain Warrants) is
referred to herein as an "investor". It is expected that the Notes will be
ready for delivery through the facilities of The Depository Trust Company (the
"Depository") on or about June 20, 1995.
The Notes will be represented by certificates registered in
the name of the Depository's nominee. Beneficial interests in such
certificates will be shown on, and transfers thereof will be effected only
through, records maintained by the Depository's participants. Owners of
beneficial interests in the certificates representing Notes registered in the
name of the Depository's nominee will be entitled to physical delivery of Notes
in certificated form in the amount of their respective beneficial interests
only under the limited circumstances described herein. The Notes will trade in
the Depository's Same-Day Funds Settlement System until maturity, and secondary
market trading activity for the Notes will, therefore, settle in immediately
available funds. All payments of principal and interest will be made by the
Company in immediately available funds. See "Book-Entry, Delivery and Form".
The Company will receive all proceeds in connection with the
exercise of the Warrants and the delivery of the Notes on June 20, 1995 (before
deduction of expenses payable by the Company estimated at $187,500). The gross
proceeds from exercise of the Warrants (assuming all Warrants are exercised)
and delivery of the Notes will be $250,004,938.
The Selling Securityholder may acquire Notes upon exercise of
the Warrants. The Selling Securityholder may from time to time offer the Notes
so acquired to one or more purchasers at negotiated prices, at market prices
prevailing at the time of sale or at prices related to such market prices. The
Selling Securityholder may effect such transactions by selling Notes to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Securityholder and/or purchasers of Notes for whom they may act as agent (which
compensation may be in excess of customary commissions). The Notes offered by
the Selling Securityholder are offered subject to its receipt and acceptance of
the Notes upon exercise of the Warrants, to prior sale and its right to reject
any order in whole or in part and to withdraw, cancel or modify the offer
without notice. The Company will not receive any proceeds from sales of Notes
by the Selling Securityholder. See "Selling Securityholder and Resale of
Notes".
For a discussion of certain United States Federal income tax
considerations for holders of the Notes, see "Certain United States Federal
Income Tax Considerations".
_____________________
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 SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The date of this Prospectus Supplement is May 12, 1995.
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USE OF PROCEEDS
The net proceeds to the Company in connection with the
exercise of the Warrants and delivery of the Notes (assuming all the Warrants
are exercised) are estimated to be $249,817,438 (after deduction of expenses
payable by the Company estimated at $187,500). The Company will use the net
proceeds to repay certain long-term indebtedness of the Company which bears
interest at 8.35% per annum and has a maturity date of June 20, 1995. The
Company will not receive any proceeds from any resale of Notes by the Selling
Securityholder.
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes
(which represent a series of, and are referred to in the accompanying
Prospectus as, "Debt Securities") supplements and, to the extent, if any,
inconsistent therewith, replaces the description of the general terms and
provisions of the Debt Securities set forth in the accompanying Prospectus to
which reference is hereby made. The particular terms of the Notes offered by
this Prospectus Supplement are described herein. Certain capitalized terms
used herein are defined in the accompanying Prospectus.
GENERAL
The Notes will be issued under an Indenture between the
Company and Chemical Bank (as successor by merger to Manufacturers Hanover
Trust Company), as trustee (the "Trustee"), dated as of July 30, 1991, as
amended and supplemented by the First Supplemental Indenture dated as of
January 29, 1992, which is more fully described in the accompanying
Prospectus. The following summaries of certain provisions of the Indenture do
not purport to be complete and are subject to, and qualified in their entirety
by reference to, all of the provisions of the Indenture, including the
definitions therein of certain terms.
The Indenture does not limit the aggregate principal amount of
Debt Securities which may be issued thereunder and provides that Debt
Securities may be issued in one or more series up to the aggregate principal
amount which may be authorized from time to time by the Company. The Company
may, from time to time, without the consent of the Holders of the Notes,
provide for the issuance of other Debt Securities under the Indenture in
addition to the Notes. As used herein, "Holder" means the person in whose name
a Note is registered in the Security Registrar, including the Depository (as
hereinafter defined) as holder of certificates representing the Notes. See
"Book-Entry, Delivery and Form".
The Notes will be unsecured and will rank pari passu with
other Debt Securities and with other unsecured and unsubordinated indebtedness
of the Company from time to time outstanding. However, since the Company is
primarily a holding company, the right of the Company, and hence the rights of
creditors of the Company (including the Holders), to participate in any
distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Company
itself as a creditor of the subsidiary may be recognized.
The Notes will be limited to $1,932,480,000 aggregate
principal amount at maturity and will mature on June 20, 2020. The Notes are
being offered at a substantial discount from their principal
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amount at maturity. See "Certain United States Federal Income Tax
Considerations -- U.S. Holders -- Original Issue Discount". There will be no
periodic payment of interest on the Notes. The principal of the Notes will not
bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity, and in such case the
overdue principal shall bear interest at the rate of 8.35% per annum (to the
extent that the payment of such interest shall be legally enforceable), from
the date such amounts are due until they are paid or made available for
payment. Interest on any overdue principal shall be payable on demand. The
calculation of the accrual of discount (the difference between the issue price
on the face of a Note and the principal amount at maturity of a Note) will be
made on a semi-annual bond equivalent basis using a 360-day year consisting of
twelve 30-day months; such accrual will commence on June 20, 1995. Maturity or
redemption by the Company of a Note will cause the discount to cease to accrue
on such Note, under the terms and subject to the conditions of the Indenture.
The Notes are not subject to redemption prior to maturity. See "Book-Entry,
Delivery and Form".
PURCHASE AT OPTION OF HOLDER
Each Holder of the Notes will have the right to require the
Company to repurchase all or a portion (which portion must be $1,000 or any
integral multiple thereof) of the Notes owned by such Holder (the "Put Option")
on June 20, 2000 (the "Put Option Exercise Date") at a purchase price equal to
19.474% of the principal amount thereof, and will be paid by the Company in
immediately available funds, subject to certain conditions. For a discussion
of the tax treatment of the Put Option of a Holder, see "Certain United States
Federal Income Tax Considerations--U.S. Holders--Original Issue Discount--Put
Option and --Purchase, Sale and or Retirement of the Notes".
A Holder must provide the Company with notice of its intention
to exercise the Put Option during the period from and including April 20, 2000
through and including May 20, 2000. Any notice of exercise given by each
Holder exercising the Put Option shall state, among other things, (i) if
applicable, the certificate number(s) of the Notes to be delivered by such
Holder for purchase by the Company; (ii) the portion of the principal amount of
each Note to be purchased for each certificate, which portion must be $1,000 or
an integral multiple thereof; and (iii) that such Notes (or portion thereof)
are to be purchased by the Company pursuant to the applicable provisions of the
Notes. See "Book-Entry, Delivery and Form".
Any such notice may be withdrawn by the Holder by a written
notice of withdrawal delivered to the Company at or prior to 5:00 p.m. (New
York City time) on May 20, 2000 and thereafter such notice will become
irrevocable. The notice of withdrawal shall state the principal amount and, if
applicable, any certificate number(s) of the Notes as to which the withdrawal
notice relates and the principal amount, if any, which remains subject to the
previously delivered notice of exercise, each of which must be $1,000 or an
integral multiple thereof. See "Book-Entry, Delivery and Form".
The Company will comply with the provisions of Rule 13e-4,
Rule 14e-1 and any other tender offer rules under the Securities Exchange Act
of 1934 if required and will file Schedule 13E-4 or any other schedule if
required thereunder in connection with any offer by the Company to purchase the
Notes.
Payment of the repurchase price for a Note (or portion
thereof) for which a notice of exercise has been delivered and not validly
withdrawn is conditioned upon delivery or book-entry transfer of such Note
(together with necessary endorsements) to the Paying Agent on the Put Option
Exercise Date.
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See "Book-Entry, Delivery and Form". Once so delivered or transferred, payment
of the repurchase price for such Note (or portion thereof) will be made by wire
transfer of immediately available funds on the Put Option Exercise Date in an
amount equal to the repurchase price in respect of the Notes that are subject
to the relevant notice of exercise. If the Paying Agent holds immediately
available funds sufficient to pay the repurchase price in respect of such a
Note on a day following a Put Option Exercise Date, then immediately
thereafter, such Note (or portion thereof) will cease to be Outstanding and
interest thereon will cease to accrue, whether or not such Note is delivered to
the Paying Agent, and all other rights of the Holder in respect of the Note (or
portion thereof), including the Holder's right to require the Company to
repurchase such Note (or portion thereof), shall terminate and lapse (other
than the right to receive the repurchase price in immediately available funds
by wire transfer upon delivery of such Note).
In the case where any Interest Payment Date, Put Option
Exercise Date or Stated Maturity shall not be a Business Day at any Place of
Payment, the payment of interest or any repurchase price or principal need not
be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date, Put Option Exercise Date or at Stated
Maturity, and no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date, Put Option Exercise Date or Stated
Maturity, as the case may be.
ABSENCE OF PUBLIC MARKET FOR NOTES
The Company does not intend to apply for listing of the Notes
on a national securities exchange and there is not any established trading
market for the Notes. No assurance can be given as to the liquidity of, or
trading markets for, the Notes.
BOOK-ENTRY, DELIVERY AND FORM
GENERAL
The Notes will be issued in the form of one or more fully
registered certificates registered in the name of Cede & Co., the nominee of
The Depository Trust Company, New York, New York (the "Depository"). Except as
provided below, owners of beneficial interests in the certificates registered
in the name of the Depository ("Global Notes") will not be entitled to have the
Global Notes registered in their names and will not receive or be entitled to
receive physical delivery of the Global Notes in definitive form. Unless and
until definitive Notes are issued, Holders of the Global Notes will not be
recognized as such by the Trustee. Hence, until such time, the Holders of the
Global Notes will only be able to exercise the rights of Holders indirectly
through the Depository and its participating organizations. In particular, and
among other things, in order to ensure that the Depositary's nominee will
timely exercise a Put Option with respect to a particular Global Note, the
beneficial owner of such Global Note must instruct the participant through
which it holds an interest in such Global Note to notify the Depository of its
desire to exercise a right to repayment. Different firms or participants have
different cut-off times for accepting instructions from their customers and,
accordingly, each beneficial owner should consult the participant through which
it holds an interest in a Global Note in order to ascertain the cut-off time by
which such an instruction must be given in order for timely notice to be
delivered to the Depository. Except as set forth below, the certificates may
not be transferred except as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any nominee to a successor of
the Depository or a nominee of such successor.
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The Depository has advised the Company that it is a
limited-purpose trust company organized under the Banking Law of the State of
New York, 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. The Depository was created to hold securities for 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. The Depository's
participants include securities brokers and dealers (including the Selling
Securityholder), banks, trust companies, clearing corporations and certain
other organizations, some of which (and/or their representatives) own the
Depository. Indirect access to the Depository'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. Persons who are not participants may beneficially own
securities held by the Depository only through participants.
The Depository advises that pursuant to procedures established
by it (i) upon the issuance of the Notes by the Company, the Depository will
credit the accounts of participants designated by the Company with the amount
of the Global Notes purchased by the respective holders of the Warrants, and
(ii) ownership of beneficial interests in the certificates representing the
Global Notes will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the Depository (with respect to
participants' interests) and the participants and the indirect participants
(with respect to beneficial owners' interests). The laws of some states
require that certain persons take physical delivery in definitive form of
securities which they own. Consequently, the ability to transfer beneficial
interests in such certificates is limited to such extent.
Neither the Company, the Trustee, any Paying Agent, nor the
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in the certificates representing the Global Notes or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
Principal and any interest payments on the Global Notes
registered in the name of the Depository's nominee will be made by the Trustee
to the Depository's nominee as the registered owner of the certificates
relating to the Global Notes, respectively. The Indenture provides that the
Company and the Trustee will treat the person in whose names the Global Notes
are registered (the Depository or its nominee) as the owners of the Global
Notes for the purpose of receiving payment of principal and any interest on the
Global Notes and for all other purposes whatsoever. Therefore, neither the
Company, the Trustee nor any Paying Agent has any direct responsibility or
liability for the payment of principal or interest on the Global Notes to
owners of beneficial interests in the certificates relating to the Global
Notes. The Depository has advised the Company and the Trustee that its present
practice is, upon receipt of any payment of principal or interest, to
immediately credit the accounts of the participants with such payment in
amounts proportionate to their respective holdings in principal amount of
beneficial interests in the certificates relating to the Global Notes,
respectively, as shown on the records of the Depository. Payments by
participants and indirect participants to owners of beneficial interests in the
certificates relating to the Global Notes will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name,"
and will be the responsibility of the participants or indirect participants.
If the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not appointed by the
Company within 90 days, the Company will issue Notes in
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definitive form in exchange for the total amount of the certificates
representing the Global Notes. In addition, the Company may at any time
determine not to have Notes represented by certificates and, in such event,
will issue Notes in definitive form in exchange for the total amount of the
certificates representing the Global Notes. In addition, if any event shall
have happened and be continuing that constitutes or, after notice or lapse of
time or both, would constitute an Event of Default with respect to the Notes,
the Holders of the Global Notes will be entitled to receive Notes in
certificated form in exchange for the book-entry certificate or certificates
representing the Global Notes. In any such instance, an owner of a beneficial
interest in such certificates will be entitled to physical delivery in
definitive form of Notes equal in amount to such beneficial interest and to
have such Notes registered in its name. The Holders of the Global Notes
additionally have such ability to receive Notes in certificated form in
exchange for such book-entry certificate or certificates at all other times
prior to maturity.
Notes issued in definitive form will be issued in
denominations of $1,000 and integral multiples thereof and will be issued in
fully registered form without coupons.
SAME-DAY SETTLEMENT AND PAYMENT
All payments of principal and interest (if any) on the Global
Notes will be made by the Company in immediately available funds. Secondary
trading in long-term notes and debentures of corporate issuers is generally
settled in clearinghouse or next-day funds. In contrast, the Global Notes will
trade in the Depository's Same-Day Funds Settlement System until maturity, and
secondary market trading activity for the Global Notes will therefore be
required by the Depository 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 Global Notes.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the principal U.S. Federal
income tax consequences resulting from the beneficial ownership of Notes by
certain persons. This summary does not purport to consider all the possible
U.S. Federal tax consequences of the purchase, ownership or disposition of the
Notes and is not intended to reflect the individual tax position of any
beneficial owner. It deals only with Notes held as capital assets. Moreover,
except as expressly indicated, it addresses initial purchasers who acquire the
Notes through the exercise of a Warrant and does not address beneficial owners
that may be subject to special tax rules, such as banks, insurance companies,
dealers in securities or currencies, purchasers that hold Notes as a hedge
against currency risks or as part of a straddle with other investments or as
part of a "synthetic security" or other integrated investment (including a
"conversion transaction") comprised of a Note and one or more other
investments, or purchasers that have a "functional currency" other than the
U.S. dollar. Except to the extent discussed below under "Non-U.S. Holders",
this summary is not applicable to non-United States persons not subject to U.S.
Federal income tax on their worldwide income. This summary is based upon the
U.S. Federal tax laws and regulations as now in effect and as currently
interpreted and does not take into account possible changes in such tax laws or
such interpretations, any of which may be applied retroactively. It does not
include any description of the tax laws of any state, local or foreign
governments that may be applicable to the Notes or holders thereof. Persons
considering the purchase of Notes should consult their own tax advisors
concerning the application of the U.S. Federal tax laws to their particular
situations as well as any consequences to them under the laws of any other
taxing jurisdiction.
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U.S. HOLDERS
ORIGINAL ISSUE DISCOUNT
The following discussion summarizes the United States Federal
income tax consequences to U.S. Holders. For purposes of this discussion, a
U.S. Holder is (i) a citizen or resident of the United States, (ii) a
corporation created or organized under the laws of the United States or any
State thereof (including the District of Columbia) or (iii) a person otherwise
subject to United States Federal income taxation on its worldwide income. U.S.
Holders of a debt instrument issued with original issue discount ("OID"), such
as the Notes, generally will be subject to special tax accounting rules
provided in the Internal Revenue Code of 1986, as amended (the "Code"). On
February 4, 1994, the Treasury Department published final regulations (the "OID
Regulations"), which expand and illustrate the rules provided by the Code.
The Notes are being issued at a discount from their principal
amount at maturity. For Federal income tax purposes, the difference between
the Note's issue price and its principal amount at maturity constitutes OID.
It is unclear under the OID Regulations how the issue price for debt
instruments that are acquired through the exercise of a warrant, such as the
Notes, should be determined. The Company believes, however, that the issue
price of a Note should equal a pro rata portion (since each Warrant entitles a
holder to purchase $7,729,920 aggregate principal amount of Notes) of the sum
of (i) the issue price of the Warrant and (ii) the exercise price of the
Warrant. The issue price of a Warrant was $27,300. The Company will report
annually to the Internal Revenue Service (the "IRS") and to record holders of
Notes information with respect to OID accruing during the calendar year.
U.S. Holders of the Notes will be required to include OID in
income periodically over the term of the Notes before receipt of the cash
attributable to such income. The amount so required to be included in gross
income is the sum of the daily portions of OID for each day during the taxable
year or portion of a taxable year on which such Holder holds the Note ("Accrued
OID"). The daily portion is determined by allocating to each day of the
accrual period a pro rata portion of the amount determined by multiplying the
adjusted issue price of the Note at the beginning of the accrual period by the
yield to maturity of the Note (determined by compounding at the close of each
accrual period and adjusted for the length of the accrual period). Under the
OID Regulations, the accrual period can be any set of periods (which may be of
varying lengths) selected by the U.S. Holder as long as no accrual period is
longer than one year and the scheduled payment of principal at maturity occurs
on the final day of an accrual period. The adjusted issue price of the Note at
the start of any accrual period is the issue price of the Note increased by the
Accrued OID for each prior accrual period. The OID Regulations contain certain
special rules that generally allow any reasonable method to be used in
determining the amount of OID allocable to a short initial accrual period (if
all other accrual periods are of equal length) and require that the amount of
OID allocable to the final accrual period equal the excess of the amount
payable at the maturity of the Note over the Note's adjusted issue price as of
the beginning of such final accrual period.
U.S. Holders of Notes generally will have to include in income
increasingly greater amounts of OID over the life of the Notes.
Acquisition Premium. A U.S. Holder that has a tax basis in a
Note immediately after its purchase that is greater than the Note's issue price
but less than or equal to its principal amount at maturity (any such excess
being "acquisition premium"), is permitted to reduce the daily portions of OID
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by an amount equal to the amount which would be the daily portion for such day
(determined without regard to this paragraph) multiplied by a fraction, the
numerator of which is the excess of the U.S. Holder's purchase price for the
Note over the issue price, and the denominator of which is the excess of the
principal amount at maturity over the Note's issue price. A Holder's initial
tax basis in a Note generally equals the sum of the price paid by that Holder
for the Warrant and the price paid for the Note upon exercise of the Warrant.
If the issue price of a Note is determined as described above, a Holder who
purchased a Warrant at a price greater than the Warrant's issue price would
have acquisition premium equal to such excess.
Alternatively, a U.S. Holder that purchases a Note with an
acquisition premium may elect to compute OID accruals as described under
"Original Issue Discount" above, treating the U.S. Holder's purchase price as
the issue price.
Put Option. Under the OID Regulations, for purposes of
calculating the yield and maturity of a debt instrument, a holder of a debt
instrument is treated as exercising any unconditional option to have the debt
instrument redeemed if the exercise of such option would increase the yield of
the debt instrument. If, under these rules, a U.S. Holder of a Note is
presumed to exercise its Put Option, for purposes of determining the amount of
OID on the Notes, the Put Option Exercise Date would be treated as the maturity
date and the relevant redemption price on such Date would be treated as the
principal amount at maturity. If, contrary to this assumption, a Holder does
not in fact exercise its Put Option, the Note would be treated solely for OID
purposes as if it were redeemed or repurchased on the Put Option Exercise Date,
and a new Note were issued on the Put Option Exercise Date for an amount equal
to the Note's adjusted issue price on that date.
A determination of the Note's yield to maturity and yield to
the Put Option Exercise Date depends, in part, on the Note's issue price. If
the method of determining the Notes' issue price described above is used, the
yield to the Put Exercise Date would not be greater than the yield to maturity,
and the Put Option would not be deemed to be exercised.
NOTES PURCHASED AT A MARKET DISCOUNT
A Note will be treated as issued at a market discount (a
"Market Discount Note") if a U.S. Holder's initial tax basis in the Note is
less than the Note's adjusted issue price at the time of issuance, subject to a
statutory de minimis rule.
In general, any gain recognized on the maturity or disposition
of a Market Discount Note will be treated as ordinary income to the extent that
such gain does not exceed the accrued market discount on such Note.
Alternatively, a U.S. Holder of a Market Discount Note may elect to include
market discount in income currently over the life of the Market Discount Note.
Such an election applies to all debt instruments with market discount acquired
by the electing U.S. Holder on or after the first day of the first taxable year
to which the election applies and may not be revoked without the consent of the
IRS.
Market discount accrues on a straight-line basis unless the
U.S. Holder elects to accrue such discount on a constant yield to maturity
basis. Such an election is applicable only to the Market Discount Note with
respect to which it is made and is irrevocable. A U.S. Holder of a Market
Discount Note that does not elect to include market discount in income
currently generally will be required to defer
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deductions for interest on borrowings allocable to such Note in an amount not
exceeding the accrued market discount on such Note until the maturity or
disposition of such Note.
It is possible, although not clear, that the rules described
above under "Original Issue Discount" with respect to the Put Option would
apply for purposes of determining the yield and maturity of a Market Discount
Note.
PURCHASE, SALE AND RETIREMENT OF THE NOTES
General. A U.S. Holder's tax basis in a Note generally will
equal the sum of the price paid for the Warrant and the price paid for the Note
upon exercise of the Warrant, increased by the amount of any OID or market
discount included in the U.S. Holder's income with respect to the Note. A
U.S. Holder generally will recognize gain or loss on the sale or retirement of
a Note (including a redemption pursuant to the Put Option) equal to the
difference between the amount realized on the sale or retirement and the U.S.
Holder's tax basis in the Note. Except to the extent described above under
"Market Discount", gain or loss recognized on the sale or retirement of a Note
will be capital gain or loss and will be long-term capital gain or loss if the
Note was held for more than one year.
NON-U.S. HOLDERS
Subject to the discussion of backup withholding below,
payments of principal (including any OID included therein) by the Company or
any agent of the Company (acting in its capacity as such) to any holder of a
Note that is not a U.S. Holder (a "Non-U.S. Holder") will not be subject to
U.S. Federal withholding tax, provided, in the case of OID, that (i) the
Non-U.S. Holder does not actually or constructively own 10% or more of the
total combined voting power of all classes of stock of the Company entitled to
vote, (ii) the Non-U.S. Holder is not a controlled foreign corporation for U.S.
tax purposes that is related to the Company (directly or indirectly) through
stock ownership and (iii) either (A) the Non-U.S. Holder certifies to the
Company or its agent under penalties of perjury that it is not a United States
person and provides its name and address or (B) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "financial
institution") and holds the Note certifies to the Company or its agent under
penalties of perjury that such statement has been received from the Non-U.S.
Holder by it or by another financial institution and furnishes the payor with a
copy thereof.
If a Non-U.S. Holder is engaged in a trade or business in the
United States and the OID on the Note is effectively connected with the conduct
of such trade or business, the Non-U.S. Holder, although exempt from the
withholding tax discussed in the preceding paragraph (provided that such holder
furnishes a properly executed IRS Form 4224 on or before any payment date to
claim such exemption), may be subject to U.S. Federal income tax on such OID in
the same manner as if it were a U.S. Holder. In addition, if the Non-U.S.
Holder is a foreign corporation, it may be subject to a branch profits tax
equal to 30% of its effectively connected earnings and profits for the taxable
year, subject to certain adjustments. For purposes of the branch profits tax,
OID on a Note will be included in the earnings and profits of such holder if
such OID is effectively connected with the conduct by such holder of a trade or
business in the United States. In lieu of the certificate described in the
preceding paragraph, such a holder must provide the payor with a properly
executed IRS Form 4224 to claim an exemption from U.S. Federal withholding tax.
S-9
<PAGE> 10
Any capital gain or market discount realized on the sale,
exchange, retirement or other disposition of a Note by a Non-U.S. Holder will
not be subject to U.S. Federal income or withholding taxes if (i) such gain is
not effectively connected with a U.S. trade or business of the Non-U.S. Holder
and (ii) in the case of an individual, such Non-U.S. Holder (A) is not present
in the United States for 183 days or more in the taxable year of the sale,
exchange, retirement or other disposition or (B) does not have a tax home (as
defined in Section 911(d)(3) of the Code) in the United States in the taxable
year of the sale, exchange, retirement or other disposition and the gain is not
attributable to an office or other fixed place of business maintained by such
individual in the United States.
Notes held by an individual who is neither a citizen nor a
resident of the United States for U.S. Federal tax purposes at the time of such
individual's death will not be subject to U.S. Federal estate tax, provided
that the income from such Notes was not or would not have been effectively
connected with a U.S. trade or business of such individual and that such
individual qualified for the exemption from U.S. Federal withholding tax
(without regard to the certification requirements) described above.
PURCHASERS OF NOTES THAT ARE NON-U.S. HOLDERS SHOULD CONSULT
THEIR OWN TAX ADVISORS WITH RESPECT TO THE POSSIBLE APPLICABILITY OF UNITED
STATES WITHHOLDING AND OTHER TAXES UPON INCOME REALIZED IN RESPECT OF THE
NOTES.
INFORMATION REPORTING AND BACKUP WITHHOLDING
For each calendar year in which the Notes are outstanding, the
Company is required to provide the IRS with certain information, including the
holder's name, address and taxpayer identification number (either the holder's
Social Security number or its employer identification number, as the case may
be), the aggregate amount of principal and OID paid to that holder during the
calendar year and the amount of tax withheld, if any. This obligation,
however, does not apply with respect to certain U.S. Holders, including
corporations, tax-exempt organizations, qualified pension and profit sharing
trusts and individual retirement accounts.
In the event that a U.S. Holder subject to the reporting
requirements described above fails to supply its correct taxpayer
identification number in the manner required by applicable law or underreports
its tax liability, the Company, its agents or paying agents or a broker may be
required to "backup" withhold a tax equal to 31% of each payment of OID and
principal on the Notes. This backup withholding is not an additional tax and
may be credited against the U.S. Holder's U.S. Federal income tax liability,
provided that the required information is furnished to the IRS.
Under current Treasury Regulations, backup withholding and
information reporting will not apply to payments made by the Company or any
agent thereof (in its capacity as such) to a Non-U.S. Holder of a Note if such
holder has provided the required certification that it is not a United States
person as set forth in clause (iii) in the first paragraph under "Non-U.S.
Holders" above, or has otherwise established an exemption (provided that
neither the Company nor its agent has actual knowledge that the holder is a
United States person or that the conditions of any exemption are not in fact
satisfied).
Payment of the proceeds from the sale of a Note to or through
a foreign office of a broker will not be subject to information reporting or
backup withholding, except that if the broker is a United States person, a
controlled foreign corporation for United States tax purposes or a foreign
person 50
S-10
<PAGE> 11
percent or more of whose gross income from all sources for the three-year
period ending with the close of its taxable year preceding the payment was
effectively connected with a U.S. trade or business, information reporting may
apply to such payments. Payment of the proceeds from a sale of a Note to or
through the U.S. office of a broker is subject to information reporting and
backup withholding unless the holder or beneficial owner certifies as to its
taxpayer identification number or otherwise establishes an exemption from
information reporting and backup withholding.
SELLING SECURITYHOLDER AND RESALE OF NOTES
On May 5, 1995, Salomon Brothers Inc (the "Selling
Securityholder") held 32 Warrants collectively representing the right to
purchase Notes in an aggregate principal amount of $247,357,440. In addition
to acquiring Notes upon exercise of such Warrants, the Selling Securityholder
may from time to time acquire additional Warrants and Notes in the ordinary
course of its market-making or trading activities. The Selling Securityholder
proposes to offer the Notes acquired by it from time to time to one or more
purchasers at negotiated prices, at market prices prevailing at the time of
sale or at prices related to such market prices. The Selling Securityholder
may effect such transactions by selling Notes to or through broker-dealers, and
such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Securityholder and/or
purchasers of Notes for whom they may act as agent (which compensation may be
in excess of customary commissions). The proceeds to the Selling
Securityholder will depend on the actual sale prices. The Company will not
receive any proceeds from sales of Notes by the Selling Securityholder. The
Company has agreed to indemnify the Selling Securityholder against certain
liabilities, including liabilities under the Securities Act of 1933, or
contribute to payments the Selling Securityholder may be required to make in
respect thereof.
LEGAL MATTERS
The legality of the Notes offered hereby has been passed upon
for the Company by Lowry F. Kline, Esq., General Counsel of the Company.
S-11
<PAGE> 12
Coca-Cola Enterprises, Inc.
(LOGO)
SENIOR DEBT SECURITIES,
DEBT WARRANTS AND CURRENCY WARRANTS
Coca-Cola Enterprises Inc. (the "Company") intends to sell from time to
time its senior debt securities (the "Debt Securities"), warrants to purchase
Debt Securities (the "Debt Warrants") and warrants to receive from the Company
the cash value in U.S. dollars of the right to purchase ("Currency Call
Warrants") and to sell ("Currency Put Warrants" and, together with the Currency
Call Warrants, the "Currency Warrants") such foreign currencies or units of two
or more currencies as shall be designated by the Company at the time of
offering, from which the Company will receive proceeds of up to $2,170,600,000
(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, as
shall be designated by the Company at the time of offering). The Debt
Securities, Debt Warrants and Currency Warrants, which are collectively called
the "Securities," may be offered either jointly or separately and will be
offered to the public on terms determined by market conditions at the time of
sale.
The Debt Securities will be unsecured and will rank equally with all other
unsecured and unsubordinated indebtedness of the Company.
Debt Securities of a series may be issuable in registered form without
coupons ("Registered Securities"), in bearer form with or without coupons
attached ("Bearer Securities") or in the form of one or more global securities
(each a "Global Security"). 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.
Each issue of Securities may vary, where applicable, as to aggregate
principal amount, maturity date, public offering or purchase price, interest
rate or rates and timing of payments thereof, provision for redemption or
sinking fund requirements, if any, exercise provisions, currencies of
denomination or currencies otherwise applicable thereto, selection of indices or
formulae and any other variable terms, and methods of distribution. The
accompanying Prospectus Supplement (the "Prospectus Supplement") sets forth the
specific terms with regard to the Securities in respect of which this Prospectus
is being delivered.
---------------------
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 Securities will be sold directly, through agents, underwriters or
dealers as designated from time to time or through a combination of such
methods. If agents of the Company or any dealers or underwriters are involved in
the sale of the Securities in respect of which this Prospectus is being
delivered, the names of such agents, dealers or underwriters and any applicable
commissions or discounts are set forth in or may be calculated from the
Prospectus Supplement with respect to such Securities. The net proceeds to the
Company from such sale will be the purchase price less such commission in the
case of an agent, the purchase price in the case of the dealer, or the public
offering price less such discount in the case of an underwriter and less, in
each case, other attributable issuance expenses. See "Plan of Distribution."
---------------------
THE DATE OF THIS PROSPECTUS IS MAY 26, 1992.
<PAGE> 13
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY AGENT, UNDERWRITER OR DEALER. THIS PROSPECTUS
AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Chicago Regional Office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and New York Regional
Office, 75 Park Place, New York, New York 10007. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Company's Common
Stock is listed on the New York Stock Exchange, and such reports, proxy and
information statements and other information concerning the Company may also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
The Company has filed with the Commission a registration statement under
the Securities Act of 1933, as amended, with respect to the Securities offered
hereby (the "Registration Statement"). This Prospectus does not contain all of
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
Reference is made to the Registration Statement and to the exhibits relating
thereto for further information with respect to the Company and the Securities
offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1991, Quarterly Report on Form 10-Q for the fiscal quarter ended March 27,
1992 and Current Reports on Form 8-K dated December 18, 1991, December 26, 1991,
January 21, 1992, January 29, 1992, February 12, 1992 and April 14, 1992 filed
with the Commission pursuant to Section 13 of the Exchange Act under File No.
1-9300 are hereby incorporated by reference into this Prospectus.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the Securities shall hereby be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein or in
the Prospectus Supplement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus 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.,
Coca-Cola Plaza, N.W., Atlanta, Georgia 30313; telephone number (404) 676-7051.
2
<PAGE> 14
THE COMPANY
The Company is the world's largest bottler of soft drink products of The
Coca-Cola Company. On December 18, 1991, the Company acquired all of the
outstanding capital stock of Johnston Coca-Cola Bottling Group, Inc. ("Johnston
CCBG") which prior to the transaction was the second largest bottler of soft
drink products of The Coca-Cola Company in the United States. As a result of the
acquisition of Johnston CCBG, the Company sells approximately 55% of all
bottles/cans of carbonated soft drink products of The Coca-Cola Company sold in
the United States. The Company estimates that the territories in which it
markets such soft drink products to retailers (which include portions of 37
states, the District of Columbia, the U.S. Virgin Islands and the Cayman
Islands) contain approximately 128 million people or 51% of the United States
population. The Company's 1991 net sales of soft drink products (after giving
effect to the acquisition of Johnston CCBG as if it occurred on January 1, 1991)
were approximately $5.2 billion, which the Company estimates represented
approximately 17% of the total 1991 dollar sales of soft drink products by all
bottlers and fountain distributors in the United States.
In connection with the acquisition of Johnston CCBG, three directors of
Johnston CCBG were elected as Directors of the Company. Additionally, S. K.
Johnston, Jr., formerly Chairman of Johnston CCBG, became Vice Chairman and
Chief Executive Officer of the Company, Henry A. Schimberg, formerly President
and Chief Operating Officer of Johnston CCBG, became President and Chief
Operating Officer of the Company, and John R. Alm, formerly Senior Vice
President -- Finance and Administration of Johnston CCBG, became Senior Vice
President and Chief Financial Officer of the Company.
The Company's business strategy is now similar to the business strategy of
Johnston CCBG. Management of the Company believes that share of soft drink sales
is one of the most important factors of long-term profitability. Share growth,
together with increases in per capita consumption and population growth, are the
factors that determine case sales growth. The objective of the Company's
competitive strategy is to achieve a profitable increase in its case sales
growth and over the long term increase its total share of soft drink sales. The
Company attempts to meet these objectives by (i) improving coverage of customer
accounts through the development of innovative marketing programs and the
superior execution of marketing programs, (ii) implementing cost-effective
production and distribution strategies, including significant capital investment
in automation where appropriate, and (iii) emphasizing the marketing of the soft
drink products of The Coca-Cola Company and certain other brands that the
Company believes have the potential to become market leaders in particular
flavor categories. The Company's policy is to meet price competition in all of
its markets in order to maintain its market share even if the result is the loss
of short-term profits. Management of the Company believes that because the soft
drink business is characterized by local competition that may differ from market
to market, discipline in the execution of marketing programs at the local level
is critical. As such, accountability for the execution and success of such
programs extends from the Company's sales representatives to senior management.
RELATIONSHIP WITH THE COCA-COLA COMPANY
The Coca-Cola Company is the largest share owner of the Company, owning,
directly and indirectly through its subsidiaries, 43.8% of the outstanding
Common Stock of the Company. As of the date hereof, two Directors of the Company
are executive officers of The Coca-Cola Company and two Directors of the Company
were formerly executive officers of, and are now consultants to, The Coca-Cola
Company.
The Company and The Coca-Cola Company are parties to a number of
significant transactions and agreements incident to their respective businesses,
and the Company and The Coca-Cola Company may enter into additional material
transactions and agreements from time to time in the future. The Company
purchases concentrates and syrups from The Coca-Cola Company and manufactures,
packages, distributes and sells soft drink beverages under contracts with The
Coca-Cola Company. These contracts give the Company and its bottlers the
exclusive right to produce and market soft drink products of The Coca-Cola
Company in authorized bottles and cans in specified territories and provide The
Coca-Cola Company with the ability, in its sole discretion, to set prices for
the concentrates and syrups, the terms of payment and other terms and conditions
under which the Company purchases the concentrates and syrups for the soft drink
products of The
3
<PAGE> 15
Coca-Cola Company. Other significant transactions and agreements relate to,
among other things, arrangements for cooperative marketing and advertising
expenditures and purchases of sweeteners and the production of syrups by The
Coca-Cola Company for the Company.
Since 1979, The Coca-Cola Company has assisted in the transfer of ownership
or financial restructuring of a majority of its United States bottler
operations. Certain bottlers and interests therein have been acquired by The
Coca-Cola Company and certain of those have been sold to buyers, including the
Company, which are believed by management of The Coca-Cola Company to be best
equipped to manage and develop those operations. The Coca-Cola Company has
advised the Company that it may continue to acquire bottling companies or
interests therein to assist in the transfer of ownership of bottling companies
to owners viewed as best able to promote the interests of The Coca-Cola Company
and the Coca-Cola bottler system. These other owners may or may not include the
Company. In connection with such transactions, The Coca-Cola Company may own all
or part of the equity interests of such bottlers for varying periods of time.
The Company intends to acquire bottling businesses that offer the Company the
opportunity to implement its operating strategies effectively. There can be no
assurance that The Coca-Cola Company and the Company will not seek to acquire
the same bottling operations. From time to time, The Coca-Cola Company may sell
additional companies or interests therein to, or buy bottling companies or
interests therein from, the Company.
As a result of matters such as the foregoing, the relationship between the
Company and The Coca-Cola Company gives rise to potential conflicts of interest.
RISK FACTORS RELATING TO CURRENCIES AND CURRENCY WARRANTS
Debt Securities denominated or payable in foreign currencies and Currency
Warrants may entail significant risks. These risks include, without limitation,
the possibility of significant fluctuations in the foreign currency markets.
These risks will vary depending upon the currency or currencies involved, and in
the case of any Currency Warrants, the particular terms of such Currency
Warrants. These risks will be more fully described in the Prospectus Supplement
relating thereto.
USE OF PROCEEDS
Except as set forth in a Prospectus Supplement, the Company intends to use
the net proceeds from the sale of the Securities for general corporate purposes,
including the repayment of debt and possible business acquisitions. The Company
also may use a portion of the proceeds from the sale of any Currency Warrants to
hedge currency risks with respect to such Warrants. Pending such applications,
the net proceeds will be temporarily invested in marketable securities.
The Company expects to engage in additional financings as the need arises.
The nature and amount of the Company's equity and long-term and short-term debt
and the proportionate amount of each can be expected to vary from time to time
as a result of business requirements, market conditions and other factors.
4
<PAGE> 16
SUMMARY FINANCIAL DATA
The following table sets forth selected consolidated financial data of the
Company. The selected consolidated financial data for each of the five fiscal
years in the period ended December 31, 1991 are derived from and should be read
in conjunction with the audited Consolidated Financial Statements of the Company
(including the notes thereto) set forth in the Company's Annual Reports for such
fiscal years and incorporated by reference in the Company's Annual Reports on
Form 10-K for such periods. The selected consolidated pro forma financial data
for the fiscal year ended December 31, 1991 give effect to the acquisition of
Johnston CCBG as if it occurred as of the beginning of 1991 (year ended December
31, 1991, with respect to the Company, and October 26, 1991, with respect to
Johnston CCBG) and should be read in conjunction with the audited Consolidated
Financial Statements of the Company (including the notes thereto) set forth in
the Company's 1991 Annual Report and incorporated by reference in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1991.
<TABLE>
<CAPTION>
FISCAL YEAR(A)
-------------------------------------------------------------------------
1991
-----------------------------
AS REPORTED(B) PRO FORMA(C) 1990(D) 1989(E) 1988(F) 1987(G)
-------------- ------------ -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
(IN MILLIONS, EXCEPT RATIOS AND PER SHARE DATA)
Summary of Operations:
Net operating revenues..................... $4,050.8 $5,150.5 $4,034.0 $3,881.9 $3,874.4 $3,329.1
Cost of sales.............................. 2,380.3 3,110.2 2,359.3 2,313.0 2,268.0 1,916.7
Gross profit............................... 1,670.5 2,040.3 1,674.7 1,568.9 1,606.4 1,412.4
Selling, general and administrative
expenses................................. 1,398.3 1,709.8 1,339.9 1,258.8 1,225.2 1,075.3
Provision for restructuring................ 152.0 152.0 9.3 -- 27.0 --
Operating income........................... 120.2 178.5 325.5 310.1 354.2 337.1
Interest income............................ 5.9 3.3 6.5 6.5 8.5 11.6
Interest expense........................... (215.4) (313.4) (206.6) (200.1) (210.9) (171.5)
Other income (deductions) -- net........... (1.8) (4.2) 3.2 10.4 12.1 (4.4)
Gain on sale of bottling operations........ -- -- 55.6 11.0 103.8 --
Income (loss) before income taxes.......... (91.1) (135.8) 184.2 137.9 267.7 172.8
Income tax provision (benefit)............. (8.7) (14.1) 90.8 66.2 115.1 84.4
Net income (loss).......................... (82.4) (121.7) 93.4 71.7 152.6 88.4
Preferred stock dividend requirements...... 9.3 9.3 16.3 18.2 9.9 --
Net income (loss) applicable to common
share owners............................. $ (91.7) $ (131.0) $ 77.1 $ 53.5 $ 142.7 $ 88.4
Other Operating Data:
Depreciation expense....................... $ 160.0 $ 203.8 $ 149.4 $ 148.1 $ 143.2 $ 122.9
Amortization expense....................... $ 91.2 $ 124.4 $ 86.1 $ 80.9 $ 82.4 $ 71.6
Share and Per Share Data:
Average common shares outstanding.......... 115.5 128.5 119.2 129.8 138.8 140.0
Net income (loss) per common share......... $ (0.79) $ (1.02) $ 0.65 $ 0.41 $ 1.03 $ 0.63
Dividends per common share................. $ 0.05 $ 0.05 $ 0.05 $ 0.05 $ 0.05 $ 0.05
Ratios(H):
Ratio of earnings to fixed charges......... (I) (J) 1.81 1.60 2.20 1.95
Ratio of earnings to combined fixed charges
and preferred stock dividends............ (I) (J) 1.59 1.38 2.04 1.95
Year-End Financial Position:
Property, plant and equipment -- net....... $1,705.6 $1,705.6 $1,372.7 $1,286.3 $1,179.7 $1,038.1
Goodwill and other intangible assets....... 4,193.3 4,193.3 3,046.9 2,878.9 2,935.3 2,691.0
Total assets............................... 6,676.6 6,676.6 5,020.6 4,731.9 4,669.2 4,250.0
Long-term debt, excluding current
maturities............................... 3,406.5 3,406.5 1,960.2 1,755.6 2,062.0 2,091.1
Share-owners' equity....................... 1,442.6 1,442.6 1,626.5 1,680.1 1,808.4 1,526.1
Total capital(K)........................... 5,761.7 5,761.7 4,497.8 4,241.6 4,240.3 3,825.0
</TABLE>
- ---------------
(A) In December 1991, the Company elected to change its fiscal year end from
the Friday nearest December 31 to a calendar year end. Accordingly, fiscal
years presented are the period ended December 31, 1991, and the 52-week
periods ended December 28, 1990, December 29, 1989, December 30, 1988, and
January 1, 1988. All acquisitions and divestitures have been included in or
excluded from (as the case may be) the consolidated operating results of
the Company from their respective transaction dates, except Johnston CCBG.
Johnston CCBG was acquired on December 18, 1991; however, the operating
results have been excluded for accounting convenience from the consolidated
statement of income for the period ended December 31, 1991. The assets and
liabilities of
5
<PAGE> 17
Johnston CCBG are included in the Company's December 31, 1991 consolidated
balance sheet at their estimated fair values representing a preliminary
allocation of the purchase price.
(B) In March 1991, the Company acquired a significant portion of the assets of
the Coca-Cola bottler in Ukiah, California and the right to produce,
distribute, and market Dr Pepper soft drinks in Jasper, Texas. The Company
also sold its rights to produce, distribute, and market Barq's and Dr
Pepper soft drinks in Jackson, Tennessee. In May 1991, the Westminster
Coca-Cola Bottling Company was acquired. In June 1991, the Company acquired
the Coca-Cola Bottling Company of Annapolis, Maryland and Coca-Cola
Bottling Company of Cambridge, Maryland, Inc. The Company acquired Dover
Coca-Cola Bottling Company in August 1991. In December 1991, the Company
merged with Johnston CCBG in a transaction accounted for as a purchase.
(C) The pro forma Summary of Operations, Other Operating Data, Share and Per
Share Data and Ratios give effect to the acquisition of Johnston CCBG
assuming such acquisition was consummated as of the beginning of 1991 (year
ended December 31, 1991, with respect to the Company, and October 26, 1991,
with respect to Johnston CCBG).
(D) In February 1990, the Company sold its food service vending operations in
Memphis, Tennessee. The Company acquired the Coca-Cola Bottling Company of
the Islands and the A&W franchise rights for Monroe and Dade Counties in
Florida in March 1990. In June 1990, the Company acquired the Coca-Cola
Bottling Company of Arkansas and sold its majority interest in Coca-Cola
Bottling Company of Ohio and its 100% ownership interest in Portsmouth
Coca-Cola Bottling Company, Inc. In December 1990, the Company acquired
Fort Myers Coca-Cola Bottling Company.
(E) In February 1989, the Company sold its wholly owned subsidiaries, Goodwill
Bottling Ltd. and Goodwill Bottling North Ltd. The outstanding common stock
of the West Georgia Coca-Cola Bottlers, Inc. and the assets of the
Coca-Cola Bottling Company of West Point-LaGrange were acquired in April
1989. The Palestine Coca-Cola Bottling Company was acquired in July 1989
and the Coca-Cola Bottling Company of Greenville, Inc. was acquired in
October 1989.
(F) The Coca-Cola Bottling Company of Memphis, Tennessee, the Florida
operations of The Coca-Cola Bottling Company of Miami, Inc., and all of the
Maryland and a portion of the Delaware operations of Delaware Coca-Cola
Bottling Company, Inc. were acquired in January 1988. In December 1988, the
Company sold a wholly owned subsidiary, The Coca-Cola Bottling Company of
Mid-America, Inc.
(G) Five Coca-Cola bottling companies were acquired from The Coca-Cola Company
in July 1987 and McAllen Coca-Cola Bottling Company and Brownsville
Coca-Cola Bottling Company, were acquired in August 1987.
(H) The ratio of earnings to fixed charges has been determined by dividing (a)
income before income taxes and fixed charges by (b) fixed charges. The
ratio of earnings to combined fixed charges and preferred stock dividends
has been determined by dividing (a) income before income taxes and fixed
charges by (b) the sum of fixed charges and the Company's preferred stock
dividend requirements. Fixed charges consist of interest expense,
amortization of deferred debt charges, the portion of rent expense
representative of interest costs and preferred stock dividend requirements
of subsidiaries. Preferred stock dividends have been increased to an amount
representing the pre-tax earnings that would be required to satisfy such
dividend requirements.
(I) Fixed charges exceeded earnings for 1991 as computed by $92.2 million.
Fixed charges and preferred stock dividends combined exceeded earnings for
1991 as computed by $101.5 million. Earnings as computed were reduced by
the provision for restructuring in 1991 of $152 million.
(J) On a pro forma basis after giving effect to the acquisition of Johnston
CCBG as described in note (C), fixed charges exceeded earnings for 1991 as
computed by $136.9 million and fixed charges and preferred stock dividends
combined exceeded earnings for 1991 as computed by $146.2 million. Earnings
as computed were reduced by the provision for restructuring in 1991 of $152
million.
(K) Total capital includes total debt (net of cash and cash equivalents),
long-term deferred income taxes and share-owners' equity.
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DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities and the
related indenture (the "Indenture") dated as of July 30, 1991, as amended by the
First Supplemental Indenture dated as of January 29, 1992, between the Company
and Manufacturers Hanover Trust Company, as trustee (the "Trustee"), summarizes
certain general terms and provisions of the Debt Securities and such Indenture.
The following summaries do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, all terms and provisions of the
Debt Securities and the Indenture, including the definitions therein of certain
terms. A copy of the Indenture is filed as an exhibit to the Registration
Statement. The particular terms of the Debt Securities and any variations from
such general provisions applicable to any series of Debt Securities are
described in the Prospectus Supplement with respect to such series.
GENERAL
Debt Securities may be issued pursuant to the Indenture, without limitation
as to aggregate principal amount, in one or more series, by the Company from
time to time upon satisfaction of certain conditions precedent, including the
delivery by the Company to the Trustee of a resolution of the Board of Directors
of the Company, an authorized committee thereof, or any designees of such Board
or committee, which fixes or provides for the establishment of terms of such
Debt Securities, including: (1) the aggregate principal amount of such Debt
Securities; (2) the date on which such Debt Securities are payable; (3) the rate
or rates per annum (which may be fixed or variable) at which such Debt
Securities will bear interest, if any; (4) the dates on which such interest, if
any, will be payable; (5) the provisions for redemption of such Debt Securities,
if any, the redemption price and any remarketing arrangements relating thereto;
(6) the sinking fund requirements, if any, with respect to such Debt Securities;
(7) whether the Debt Securities are denominated or provide for payment in United
States dollars, a foreign currency or a composite currency; (8) whether the
amount of payments of principal of (and premium, if any) or interest, if any, or
any Additional Amounts in respect of such Securities may be determined with
reference to any index, formula or other method, or based on a coin of currency
other than that in which the Securities are stated to be payable, the manner in
which such amounts shall be determined and the calculation agent, if any with
respect thereto; (9) the form (registered or bearer or both) in which Debt
Securities may be issued and any restrictions applicable to the exchange of one
form for another and to the offer, sale and delivery of Debt Securities in
either form (including restrictions applicable to the offer, sale and delivery
of Securities in bearer form which result from the requirements of the Internal
Revenue Code of 1986, as amended, and the Treasury regulations promulgated
thereunder (the "Code")); (10) whether and under what circumstances the Company
will pay additional amounts ("Additional Amounts") relating to specified taxes,
assessments or other governmental charges in respect of Debt Securities and
whether the Company has the option to redeem the affected Debt Securities rather
than pay such Additional Amounts, and the terms of any such redemption; (11)
whether such Debt Securities shall be subject to defeasance and, if so, the
terms thereof; and (12) the title of the Debt Securities and the series of which
such Debt Securities shall be a part. Reference is made to the Prospectus
Supplement for the terms of the Debt Securities being offered thereby. Debt
Securities may also be issued under the Indenture upon the exercise of Debt
Warrants. See "Description of Debt Warrants."
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount below their
stated principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities will be
described in the Prospectus Supplement relating thereto. "Original Issue
Discount Securities" means any Debt Securities that provide for an amount less
than the principal amount thereof 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.
The Indenture provides the Company with the ability, in addition to the
ability to issue Debt Securities with terms different than those of Debt
Securities previously issued, to "reopen" a previous issue of a series of Debt
Securities and issue additional Debt Securities of such series.
The Debt Securities will be unsecured and will rank pari passu with all
other unsecured and unsubordinated indebtedness of the Company. However, since
the Company is a holding company, the right of the Company, and hence the right
of creditors of the Company (including the Holders of Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized.
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DENOMINATIONS, REGISTRATION AND TRANSFER
The Debt Securities of a series will be issuable as Registered Securities,
Bearer Securities or both. Debt Securities of a series may be issuable in the
form of one or more Global Securities, as described below under "Global
Securities." Unless otherwise provided in an applicable Prospectus Supplement
with respect to a series of Debt Securities, Registered Securities denominated
in U.S. dollars will be issued only in denominations of $1,000 or any integral
multiple thereof without coupons and Bearer Securities denominated in U.S.
dollars will be issued only in denominations of $5,000 with or without coupons.
The Prospectus Supplement relating to a series of Debt Securities denominated in
a foreign or composite currency will specify the denominations thereof.
In connection with its original issuance, no Bearer Security will be mailed
or otherwise delivered to any location in the United States and 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 a Regular Record Date or a Special Record Date
and the relevant date for payment of interest shall be surrendered without the
coupon relating to such date for payment of interest, and 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
designated by the Company for such purpose with respect to 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. The Company
has 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) initially designated by the Company with respect to any
series of Debt Securities, the Company may at any time rescind the designation
of any such transfer agent or approve a change in the location through which any
such transfer agent acts, except that if Debt Securities of a series are
issuable only as Registered Securities, the Company 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, the Company 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. The Company may at
any time designate additional transfer agents with respect to any series of Debt
Securities.
In the event of any redemption in part, the Company shall not be required
to (i) issue, 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 Securities of a series, that such Bearer Security may be
exchanged for a Registered Security of that series so
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<PAGE> 20
long as such Registered Security shall be immediately surrendered for redemption
with written instruction for payment consistent with the provisions of the
Indenture.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal (and premium, if any) and interest, if any, on Registered
Securities (other than a Global Security) will be made at the office of such
Paying Agent or Paying Agents as the Company may designate from time to time,
except that at the option of the Company, payment of any interest may be made by
check mailed to the address of the Person entitled thereto 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 Regular Record Date for such interest payment.
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 the Company may designate
from time to time, except that at the option of the Company, payment of any
interest may be made by check mailed 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 the Company in the United States or 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
the Company or its designated Paying Agents within the United States.
Notwithstanding the foregoing, 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 the Company's 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.
Unless otherwise indicated in an applicable Prospectus Supplement, the
principal office of the Trustee in The City of New York will be designated as
the Company's Paying Agent for payments with respect to Debt Securities which
are issuable solely as Registered Securities. Any Paying Agents outside the
United States and any other Paying Agents in the United States initially
designated by the Company for the Debt Securities will be named in the related
Prospectus Supplement. The Company may at any time designate additional Paying
Agents or rescind the designation of any Paying Agents or approve a change in
the office through which any Paying Agent acts, except that if Debt Securities
of a series are issuable only as Registered Securities, the Company will be
required to maintain a Paying Agent in each Place of Payment for such series.
The Company 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 appertaining thereto
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, the Company 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 paid by the Company to a Paying Agent for the payment of
principal of (and premium, if any) and interest, if any, on any Debt Security
which remain unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to the Company, and
the Holder of such Debt Security or any coupon will thereafter look only to the
Company for payment thereof.
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<PAGE> 21
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depository identified in an applicable Prospectus Supplement. Global
Securities may be issued 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 depository for such Global Security to a
nominee of such depository or by a nominee of such depository to such depository
or another nominee of such depository or by such depository or any such nominee
to a successor of such depository or a nominee of such successor.
The specific terms of the depository arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. The Company anticipates that the following provisions will apply to
any depository arrangements.
Upon the issuance of a Global Security, the depository 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 the Company if such Debt Securities
are offered and sold directly by the Company. Ownership of beneficial interests
in a Global Security will be limited to persons that have accounts with the
depository 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 depository (with
respect to participants' interests) for such Global Security or by participants
or persons that hold through participants (with respect to beneficial owners'
interests).
CERTAIN COVENANTS IN THE INDENTURE
RESTRICTIONS ON LIENS. The Company covenants in the Indenture that it will
not, nor will it permit any Restricted Subsidiary (as hereinafter defined) to,
create, incur, issue, assume, guarantee or suffer to exist any Secured Debt (as
hereinafter defined) without in any such case effectively providing,
concurrently with the creation, incurrence, issuance, assumption or guaranty of
any such Secured Debt, that the Debt Securities (together with, if the Company
shall so determine, any other indebtedness of or guaranteed by the Company or
such Restricted Subsidiary ranking equally with the Debt Securities and then
existing or thereafter created) shall be secured equally and ratably with or
prior to such Secured Debt so long as such Secured Debt shall be secured. The
foregoing restrictions shall not apply to (1) Mortgages (as hereinafter defined)
on property, shares of stock or indebtedness of any corporation existing at the
time such corporation becomes a Restricted Subsidiary; (2) Mortgages on property
or shares of stock existing at the time of acquisition of such property or stock
by the Company or a Restricted Subsidiary or existing as of June 28, 1991; (3)
Mortgages to secure the payment of all or any part of the price of acquisition,
construction or improvement of such property or stock by the Company or a
Restricted Subsidiary, or to secure any Secured Debt incurred by the Company 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 the Company 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; (4) Mortgages securing Secured Debt of a Restricted
Subsidiary owing to the Company or to another Restricted Subsidiary; (5)
Mortgages on property of a corporation existing at the time such corporation is
merged into or consolidated with the Company or a Restricted Subsidiary or at
the time of a sale, lease or other disposition of the properties of a
corporation or firm as an entirety or substantially as an entirety to the
Company or a Restricted Subsidiary; (6) Mortgages on property of the Company 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
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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 (7) any
extension, renewal or replacement (or successive extensions, renewals or
replacements) in whole or in part of any Mortgage referred to in the foregoing
clauses (1) through (6), inclusive; 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).
Notwithstanding the foregoing provisions, the Company and any one or more
Restricted Subsidiaries may, without securing the Debt Securities, create,
incur, issue, assume or guarantee Secured Debt secured by a Mortgage which would
otherwise be subject to the foregoing restrictions in an aggregate amount which,
together with all other Secured Debt of the Company and its Restricted
Subsidiaries which (if originally created, incurred, issued, assumed or
guaranteed at such time) would otherwise be subject to the foregoing
restrictions (not including Secured Debt permitted to be secured under clauses
(1) through (7) above), does not at the time exceed 10% of the share-owners'
equity of the Company and its consolidated Subsidiaries (as hereinafter defined)
as shown on the consolidated financial statements of the Company as of the end
of the fiscal year immediately preceding the date of determination.
RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS. The Company covenants in
the Indenture that it will not, nor will it permit any Restricted Subsidiary to,
enter into any Sale and Leaseback Transaction (as hereinafter defined) unless:
(1) the Company 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 (as hereinafter
defined) 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;
or (2) 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, the Company or
Restricted Subsidiary, as the case may be, has expended or will expend for the
Principal Property (as hereinafter defined) an amount equal to (A) the net
proceeds of such Sale and Leaseback Transaction, and the Company elects to
designate such amount as a credit against such Sale and Leaseback Transaction,
or (B) a part of the net proceeds of such Sale and Leaseback Transaction and the
Company elects to designate such amount as a credit against such Sale and
Leaseback Transaction and applies an amount equal to the remainder of the net
proceeds as provided in clause (3) hereof; or (3) such Sale and Leaseback
Transaction does not come within the exceptions provided by clause (1) above and
the Company does not make the election permitted by clause (2) above or makes
such election only as to a part of such net proceeds, in either of which events
the Company shall apply an amount in cash equal to the Attributable Debt in
respect of such arrangement (less any amount elected under clause (2) hereof) to
the retirement, within 90 days of the effective date of any such arrangement, of
indebtedness for borrowed money of the Company or any Restricted Subsidiary
(other than indebtedness for borrowed money of the Company 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 the option of the
Company and pursuant to the terms of the Indenture, such indebtedness may
include the Debt Securities).
RESTRICTIONS ON CONSOLIDATION, MERGER OR SALE. Under the terms of the
Indenture, the Company may not consolidate with or merge with or into, or
transfer all or substantially all of its assets to, any Person unless (i) either
the Company will be the resulting or surviving entity or such Person is a
corporation organized and existing under the laws of the United States, a state
thereof or the District of Columbia, (ii) such Person expressly assumes, by
supplemental indenture satisfactory to the Trustee, all the obligations of the
Company under the Debt Securities and the Indenture and (iii) immediately before
and immediately after giving effect
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to such transaction and treating any indebtedness which becomes an obligation of
the Company as a result of such transaction as having been incurred by the
Company at the time of such transaction, no Default or Event of Default shall
have occurred or be continuing.
CERTAIN DEFINITIONS. The term "Attributable Debt" in respect of 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).
The term "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).
The term "Principal Property" means each bottling plant or facility of the
Company or a Restricted Subsidiary located within the United States of America
(other than its territories and possessions) or Puerto Rico, except any such
bottling plant or facility which the Board of Directors of the Company by
resolution reasonably determines not to be of material importance to the total
business conducted by the Company and its Restricted Subsidiaries.
The term "Restricted Subsidiary" means any Subsidiary (i) substantially all
of the property of which is located, or substantially all of the business of
which is carried on, within the fifty states of the United States of America,
the District of Columbia or Puerto Rico and (ii) which owns or leases any
Principal Property.
The term "Sale and Leaseback Transaction" means any arrangement with any
person providing for the leasing by the Company 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
the Company and a Restricted Subsidiary or between Restricted Subsidiaries),
which property has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such person with the intention of taking back a lease
of such property.
The term "Secured Debt" means notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed secured by any Mortgage.
The term "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 the Company or by the Company and one or more
Subsidiaries or by one or more Subsidiaries.
EVENTS OF DEFAULT
Under the Indenture, the following will be Events of Default with respect
to Debt Securities of a particular series: (a) default in the payment of,
interest on or Additional Amounts payable in respect of any Debt Security of
that series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Debt Security of that series when due; (c)
default in the making of any sinking fund payment, when due, in respect of any
Debt Security of that series; (d) default in the performance of any other
covenant of the Company contained in the Indenture for the benefit of such
series or in the Debt Securities of such series, continued for 60 days after
written notice as provided in the Indenture; (e) the acceleration of any other
indebtedness of the Company in excess of $15,000,000 due to default; (f) certain
events of bankruptcy, insolvency or reorganization; and (g) any other Event of
Default provided with respect to Debt Securities of that series. The Trustee or
the Holders of 25% in principal amount of the Outstanding Debt Securities of
that series may declare the principal amount (or such lesser amount as may be
provided for in the Debt Securities of that series) of all Outstanding Debt
Securities of that series and the interest accrued thereon and Additional
Amounts payable in respect thereof, if any, to be due and payable immediately if
an Event of Default (other
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<PAGE> 24
than one in (f) above) with respect to Debt Securities of such series shall
occur and be continuing at the time of declaration. If an Event of Default as
specified in (f) above occurs, all unpaid principal and accrued interest (or
such lesser amount as may be provided for in the Debt Securities of that series)
shall ipso facto become immediately due and payable without any other
declaration or act on the part of the Trustee or any Holder. 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 hereinafter defined)
of such Original Issue Discount Securities shall be due and payable. "Accreted
Amount" shall mean 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
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 set forth in (b) above); minus all amounts
theretofore paid in respect 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
denominated principal or interest).
At any time after a declaration of acceleration has been made with respect
to Debt Securities of any series but before a judgment or decree for payment of
money due has been obtained by the Trustee, the Holders of a majority in
principal amount of the Outstanding Debt Securities of that series may rescind
any declaration of acceleration and its consequences, if all payments due (other
than those due as a result of acceleration) have been made and all Events of
Default have been remedied or waived. Any Event of Default with respect to Debt
Securities of any series may be waived by the Holders of a majority in principal
amount of all Outstanding Debt Securities of that series, except in a case of
failure to pay principal or premium, if any, or interest or Additional Amounts,
if any, on any Debt Security of that series for which payment had not been
subsequently made or in respect of a covenant or provision which cannot be
modified or amended without the consent of the Holder of each Outstanding Debt
Security of such series affected.
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of default with respect to a particular series of Debt Securities,
give the holders of the Debt Securities of such series notice of such default
known to it (the term default to mean the events specified above without grace
periods); provided that, except in the case of default in the payment of
principal of, premium (if any) on, interest on or any Additional Amount payable
with respect to any Debt Securities of any series or in the making of any
sinking fund payment payable with respect to any Debt Securities of any series,
the Trustee may withhold the notice if and so long as a committee of its trust
officers in good faith determines that withholding the notice is in the best
interests of the holders of Debt Securities of that series and any related
series.
The Holders of a majority in principal amount of the Outstanding Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Debt Securities of such series,
provided that such direction shall not be in conflict with any law or the
Indenture. Before proceeding to exercise 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.
The Company will be required to furnish to the Trustee annually a statement
as to the fulfillment by the Company of all of its obligations under the
Indenture.
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<PAGE> 25
MODIFICATION AND WAIVER
With certain exceptions, modification or amendment of the Indenture or the
rights of Holders of the Debt Securities may be effected by the Company and the
Trustee with the consent of the Holders of 66 2/3% in principal amount of the
Outstanding Debt Securities of each series affected thereby, provided that no
such modification or amendment may, without the consent of the Holder of each
Outstanding Debt Security affected thereby, (a) change the Stated Maturity of
any installment of principal of, or interest or Additional Amounts on, any Debt
Security or any premium payable on the Redemption Price; (b) reduce the
principal amount of, or the interest or Additional Amounts payable on, any Debt
Security or reduce the amount of principal which could be declared due and
payable on, any Debt Security or reduce the amount of principal which could be
declared due and payable prior to the Stated Maturity; (c) change the coin or
currency of any payment of principal, any premium, interest or Additional
Amounts on any Debt Security; (d) impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt Security; (e) reduce
the percentage in principal amount of the Outstanding Debt Securities of any
series, the consent of whose Holders is required to approve any supplemental
indenture, to waive compliance with certain provisions of the Indenture or
certain defaults thereunder, or to reduce quorum or voting requirements
applicable to meetings of Holders; or (f) modify the foregoing requirements in
(a) through (e) above, requiring the consent of each Holder of each Outstanding
Debt Security affected thereby, or the percentages of such Holders required to
waive past defaults, or the percentage of such Holders which may rescind an
acceleration, 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 certain fundamental provisions, 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 the Company with certain provisions of the Indenture.
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 the Company 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.
SATISFACTION AND DISCHARGE OF INDENTURE
The Indenture generally provides that the Company may terminate its
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 the Company has paid all sums payable by it 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) the Company irrevocably deposits 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
Manufacturers Hanover Trust Company, New York, New York, is the Trustee
under the Indenture. The Company maintains banking relationships in the ordinary
course of business with Manufacturers Hanover Trust Company.
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<PAGE> 26
DESCRIPTION OF DEBT WARRANTS
The Company may issue, together with Debt Securities or Currency Warrants
or separately, Debt Warrants for the purchase of Debt Securities. The Debt
Warrants are to be issued under Debt Warrant Agreements (each a "Debt Warrant
Agreement") to be entered into between the Company and a bank or trust company,
as Debt Warrant Agent (the "Debt Warrant Agent"), all as shall be set forth in
the Prospectus Supplement relating to Debt Warrants being offered thereby. A
copy of the form of Debt Warrant Agreement, including the form of Warrant
Certificates representing the Debt Warrants (the "Debt Warrant Certificates"),
reflecting the alternative provisions to be included in the Debt Warrant
Agreements that will be entered into with respect to particular offerings of
Debt Warrants, is filed as an exhibit to the Registration Statement. The
following summaries of certain provisions of the Debt Warrant Agreement and the
Debt Warrant Certificates do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, all the provisions of the Debt
Warrant Agreement and the Debt Warrant Certificates, respectively, including the
definitions therein of certain terms.
GENERAL
The applicable Prospectus Supplement will describe the terms of Debt
Warrants offered thereby, the Debt Warrant Agreement relating to such Debt
Warrants and the Debt Warrant Certificates representing such Debt Warrants,
including the following: (1) the designation, 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;
(2) 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; (3) the date, if any, on and after which such Debt Warrants
and the related Debt Securities will be separately transferable; (4) the
principal amount of Debt Securities purchasable upon exercise of each Debt
Warrant and the price at which such principal amount of Debt Securities may be
purchased upon such exercise; (5) the date on which the right to exercise such
Debt Warrants shall commence and the date on which such right shall expire (the
"Expiration Date"); (6) a discussion of material federal income tax
considerations, if any; and (7) whether the Debt Warrants represented by the
Debt Warrant Certificates 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 thereby. After the
close of business on the Expiration Date, unexercised Debt Warrants will become
void.
Debt Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Debt Warrants offered thereby. 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, the Company will, as soon as practicable, forward the
Debt Securities purchasable upon such exercise. If less 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.
15
<PAGE> 27
DESCRIPTION OF CURRENCY WARRANTS
The Company may issue, together with Debt Securities or Debt Warrants or
separately, Currency Warrants (i) in the form of Currency Put Warrants entitling
the Holders thereof to receive from the Company 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 and/or (ii) in
the form of Currency Call Warrants entitling the Holders thereof to receive from
the Company 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, upon exercise, 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
to be entered into between the Company 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. A copy of the form of Currency Warrant
Agreement, including the forms of global Warrant Certificates representing the
Currency Put Warrants and Currency Call Warrants (the "Currency Warrant
Certificates"), reflecting the provisions to be included in the Currency Warrant
Agreement that will be entered into with respect to particular offerings of
Currency Warrants, is filed as an exhibit to the Registration Statement. The
following summaries of certain provisions of the Currency Warrant Agreement and
the Currency Warrant Certificates do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, all the provisions of
the Currency Warrant Agreement and the Currency Warrant Certificates,
respectively, including the definitions therein of certain terms.
GENERAL
The applicable Prospectus Supplement will describe the terms of Currency
Warrants offered thereby, the Currency Warrant Agreement relating to such
Currency Warrants and the Currency Warrant Certificates representing such
Currency Warrants, including the following: (1) whether such Currency Warrants
will be Currency Put Warrants, Currency Call Warrants, or both; (2) the formula
for determining the Cash Settlement Value, if any, of each Currency Warrant; (3)
the procedures and conditions relating to the exercise of such Currency
Warrants; (4) the circumstances which will cause the Currency Warrants to be
deemed to be automatically exercised; (5) any minimum number of Currency
Warrants which must be exercised at any one time, other than upon automatic
exercise; (6) the date on which the right to exercise such Currency Warrants
will commence and the date on which such right will expire (the "Expiration
Date"); and (7) 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 depository 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 depository 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
depository. The depository 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.
16
<PAGE> 28
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
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 the Company not to seek
delisting of the Currency Warrants, or suspension of their trading, on such
exchange.
PLAN OF DISTRIBUTION
The Company may sell the Securities in any of the following ways: (i)
through underwriters or dealers, (ii) directly to a limited number of
institutional purchasers or to a single institutional purchaser, (iii) through
agents and (iv) a combination of any of the foregoing. Any such underwriter,
dealer or agent may be deemed to be an underwriter within the meaning of the
Securities Act of 1933. The Prospectus Supplement with respect to the Securities
of a particular series sets forth the terms of the offering of such Securities,
including the name or names of any underwriters or agents, the public offering
or purchase price and the proceeds to the Company from such sale, any discounts
and commissions to be allowed or paid to the underwriters or agents, all other
items constituting underwriting compensation, the discounts and commissions to
be allowed or paid to dealers, if any, and the securities exchanges, if any, on
which the Securities will be listed. Under certain circumstances, the Company
may repurchase Securities and reoffer them to the public as set forth above. The
Company may also arrange for repurchases and resales of such Securities by
dealers.
If so indicated in the Prospectus Supplement, the Company will authorize
the underwriters to solicit offers by certain institutions to purchase Debt
Securities from the Company 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 the Company otherwise agrees, the aggregate
principal amount of Debt Securities sold pursuant to such contracts shall not be
more than the respective amounts stated in the Prospectus Supplement.
Institutions with whom such contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions, and other institutions, but
shall in all cases be subject to the approval of the Company. Delayed Delivery
Contracts will not be subject to any conditions except that the purchase by an
institution of the Debt Securities covered thereby shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the United States
to which such institution is subject.
Under the agreements that may be entered into with the Company, the
underwriters, dealers and agents may be entitled to indemnification by the
Company against certain civil liabilities, including liabilities under the
Securities Act of 1933, or to contribution with respect to payments which the
underwriters, dealers or agents may be required to make in respect thereof.
Underwriters, dealers and agents may engage in transactions with, or perform
services for, the Company in the ordinary course of business.
Each underwriter, dealer and agent participating in the distribution of any
Debt 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 Debt Securities.
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<PAGE> 29
LEGAL MATTERS
The legality of the Securities has been passed upon for the Company by
Lowry F. Kline, General Counsel of the Company, who as to matters of New York
law has relied upon the opinion of Skadden, Arps, Slate, Meagher & Flom, New
York, New York.
EXPERTS
The consolidated financial statements of Coca-Cola Enterprises Inc. at
December 31, 1991 and December 28, 1990, and for each of the three years in the
period ended December 31, 1991, incorporated by reference in Coca-Cola
Enterprises Inc.'s Annual Report on Form 10-K have been audited by Ernst &
Young, independent auditors, as set forth 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.
The consolidated financial statements of Johnston Coca-Cola Bottling Group,
Inc. at October 26, 1991 and October 27, 1990, and for each of the two years in
the period ended October 26, 1991 included in Coca-Cola Enterprises Inc.'s Form
8 dated January 29, 1992 have been audited by Ernst & Young, independent
auditors, as set forth 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.
18
<PAGE> 30
<TABLE>
<S> <C>
================================================= ===============================================
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATIION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THE PROSPECTUS OR THIS PROSPECTUS
SUPPLEMENT IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS SUPPLEMENT, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING
SECURITYHOLDER. NEITHER THE DELIVERY OF THE
PROSPECTUS AND THIS PROSPECTUS SUPPLEMENT NOR $1,932,480,000
ANY SALE MADE THEREUNDER OR HEREUNDER SHALL
UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF. THE
PROSPECTUS AND THIS PROSPECTUS SUPPLEMENT DO
NOT CONSTITUTE AN OFFER OR SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER
OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION
IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM COCA COLA ENTERPRISES INC.
IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
_________ ZERO COUPON NOTES DUE
JUNE 20, 2020
TABLE OF CONTENTS
PAGE
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PROSPECTUS SUPPLEMENT
Use of Proceeds . . . . . . . . . . . . . S-2
Description of Notes. . . . . . . . . . . S-2
Book-Entry, Delivery and Form . . . . . . S-4
Certain United States Federal Income Tax
Considerations. . . . . . . . . . . . . S-6
Selling Securityholder and
Resale of Notes . . . . . . . . . . . . S-11 _____________
Legal Matters . . . . . . . . . . . . . . S-11
PROSPECTUS SUPPLEMENT
PROSPECTUS _____________
Available Information . . . . . . . . . . 2
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . 3
Risk Factors Relating to Currencies and
Currency Warrants . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . 4 MAY 12, 1995
Summary Financial Data . . . . . . . . . 5
Description of Debt Securities . . . . . 7
Description of Debt Warrants . . . . . . 15
Description of Currency Warrants . . . . 16
Plan of Distribution . . . . . . . . . . 17
Legal Matters . . . . . . . . . . . . . . 18
Experts . . . . . . . . . . . . . . . . . 18
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</TABLE>
S-12
