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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 3, 1996
(Date of earliest event reported)
COCA-COLA ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-9300 58-0503352
(State of (Commission File No.) (IRS Employer
incorporation) Identification No.)
2500 WINDY RIDGE PARKWAY, ATLANTA, GEORGIA 30339
(Address of principal executive offices, including zip code)
(770) 989-3000
(Registrant's telephone number, including area code)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
1.01 Terms Agreement, dated October 3, 1996, among the Registrant, Salomon
Brothers Inc, Deutsche Morgan Grenfell Inc. and UBS Securities LLC
relating to the offer and sale of 6.70% Debentures Due 2036 (the
"Debentures").
4.01 Form of the Debentures.
99.01 Opinion of Lowry F. Kline.
99.02 Consent of Lowry F. Kline
(included in Exhibit 99.01).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COCA-COLA ENTERPRISES INC.
(Registrant)
By:/s/ Lowry F. Kline
------------------------
Name: Lowry F. Kline
Title: General Counsel
Date: October 7, 1996
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EXHIBIT INDEX
1.01 Terms Agreement, dated October 3, 1996, among the Registrant, Salomon
Brothers Inc, Deutsche Morgan Grenfell Inc. and UBS Securities LLC
relating to the offer and sale of 6.70% Debentures Due 2036 (the
"Debentures").
4.01 Form of the Debentures.
99.01 Opinion of Lowry F. Kline.
99.02 Consent of Lowry F. Kline
(included in Exhibit 99.01).
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EXHIBIT 1.01
COCA-COLA ENTERPRISES INC.
(A Delaware corporation)
Senior Debt Securities
TERMS AGREEMENT
Dated: October 3, 1996
TO: COCA-COLA ENTERPRISES INC.
Coca-Cola Plaza, N.W.
2500 Windy Ridge Parkway
Atlanta, Georgia 30339
RE: Underwriting Agreement dated as of September 25, 1996
Senior Debt Securities
Title of Senior Debt Securities: 6.70% Debentures Due
2036
Principal amount to be issued: $300,000,000
Current ratings: A3/AA-
Interest rate: 6.70%
Interest payment dates: Payable on April 15 and
October 15 of each year, commencing April 15, 1997
Date of maturity: October 15, 2036
Redemption provisions: October 15, 2003 at par at the option of the holder
Sinking fund requirements: None
Delayed Delivery Contracts: Not authorized
Fee: 0.625%
Public offering price: 99.904%, plus accrued interest, if any, from October 8,
1996
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Closing date and location: At 10:00 a.m., New York City time, on October 8,
1996 at the offices of Cravath, Swaine & Moore, Worldwide Plaza, 825
Eighth Avenue, New York, New York 10019
Notice to the Underwriters pursuant to Section 11 of the Underwriting
Agreement shall be given to: Salomon Brothers Inc, Corporate Syndicate
Department, Seven World Trade Center, New York, New York 10048,
Attention: Caesar F. Sweitzer
Place of delivery of Securities: Salomon Brothers Inc, Corporate Syndicate
Department, Seven World Trade Center, New York, New York 10048
Modifications to the Underwriting Agreement:
Section 2 - Payment for all Debentures purchased hereunder
shall be made in immediately available funds on the third
business day (unless postponed in accordance with the
provisions of Section 9) following the date of this Agreement
for the account of the Company maintained at Citibank, N.A.,
New York, New York, account number 38488726.
The Debentures will trade in The Depository Trust Company's Same-Day
Funds Settlement System until maturity, and secondary market trading
activity for the Debentures will, therefore, settle in immediately
available funds. All payments of principal and interest will be made
by the Company in immediately available funds.
The undersigned agrees, subject to the terms and provisions of the
above referenced Underwriting Agreement, which is incorporated herein in its
entirety and made a part hereof, to purchase $300,000,000 aggregate principal
amount of 6.70% Debentures Due 2036.
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SALOMON BROTHERS INC
DEUTSCHE MORGAN GRENFELL INC.
UBS SECURITIES LLC
BY SALOMON BROTHERS INC
By: /s/ David Sullivan
---------------------------
Name: David Sullivan
-------------------------
Title: Vice President
------------------------
Accepted
COCA-COLA ENTERPRISES INC.
By: /s/ John R. Alm
------------------------------
Name: John R. Alm
---------------------------
Title: Senior Vice President and
--------------------------
Chief Financial Officer
--------------------------
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EXHIBIT 4.01
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
COCA-COLA ENTERPRISES INC.
6.70% DEBENTURE DUE 2036
R-1 $200,000,000
REGISTERED (Principal Amount)
GLOBAL SECURITY CUSIP: 191219 AX 2
COCA-COLA ENTERPRISES INC., a corporation duly organized and existing
under the laws of the State of Delaware (the "Company"), which term includes any
successor corporation under the Indenture referred to herein), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, upon
presentation, the principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000)
on October 15, 2036 (the "Maturity Date") in such coin or currency of the
United States of America as at the time of payment shall be legal tender for
the payment of public and private debts, and to pay interest thereon, in like
coin or currency, at a rate of 6.70% per annum, computed on the basis of a
360-day year consisting of twelve 30-day months, until the principal hereof is
paid or duly made available for payment, semiannually in arrears on April 15
and October 15 (each an "Interest Payment Date") in each year commencing on
April 15, 1997, to the registered holder of this Debenture (the "Holder") as of
the close of business on the Regular Record Date for such interest payment,
which shall be the April 1 and October 1 next preceding such Interest Payment
Date, and on the Maturity Date shown above. Interest on this Debenture will
accrue from the most recent Interest Payment Date to which interest has been
paid or duly provided for or, if no interest has been paid, from October 8,
1996, until the principal hereof has been paid or duly made available for
payment. If the Maturity Date, the Put Option Exercise Date (as defined below)
or an Interest Payment Date falls on a day which is not a Business Day, as
defined below, principal or interest payable with respect to such Maturity
Date, Put Option Exercise Date or Interest Payment Date, as the case may be,
will be paid on the next succeeding Business Day with the same force and
effect as if made on such Maturity Date, Put Option
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Exercise Date or Interest Payment Date, as the case may be, and no interest
shall accrue on the amount so payable for the period from and after such
Maturity Date, Put Option Exercise Date or Interest Payment Date. The interest
so payable and punctually paid or duly provided for on any Interest Payment
Date will, subject to certain exceptions provided in the Indenture (as defined
below), be paid to the Person in whose name this Debenture (or one or more
predecessor Debentures) is registered at the close of business on the Regular
Record Date for such interest payment; provided, however, that interest payable
on the Maturity Date will be payable to the Person to whom the principal hereof
is payable. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and
shall be paid to the Persons, and on the notice, as is provided in the
Indenture. As used herein, "Business Day" means any day, other than a Saturday
or Sunday, on which banks in The City of New York are not required or
authorized by law to close.
Payment of the principal of and interest on this Debenture will be made by
wire transfer in immediately available funds to an account maintained by DTC
for such purpose.
The Holder of this Debenture 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 this Debenture (the "Put Option") on October 15, 2003 (the
"Put Option Exercise Date"). The repurchase price will equal 100% of the
aggregate principal amount of this Debenture (or portion thereof, as
appropriate) plus accrued interest thereon through the Put Option Exercise Date
and will be paid by the Company in immediately available funds, subject to
conditions contained herein (such repurchase price being a payment of principal
and interest in respect of this Debenture for purposes of the Indenture and
this Debenture). The Holder must provide the Company with notice of its
intention to exercise the Put Option during the period from and including
August 15, 2003 through and including September 15, 2003. Any notice of
exercise given by the Holder exercising the Put Option shall be irrevocable and
shall state, among other things, (i) the certificate number of the Debenture to
be delivered by such Holder for purchase by the Company; (ii) the portion of
the principal amount of the Debenture to be purchased, which portion must be
$1,000 or an integral multiple thereof; and (iii) that the Debenture (or a
portion thereof) is to be purchased by the Company pursuant to the terms of
this Debenture. The Company will notify the Trustee and the Paying Agent of
each notice of exercise received. Payment of the repurchase price for this
Debenture (or portion thereof) for which a notice of exercise has been
delivered is conditioned upon delivery or transfer of such Debenture (together
with necessary endorsements) to the Paying Agent on the Put Option Exercise
Date. Once so delivered or transferred, payment of the repurchase price in
respect of such Debenture (or portion thereof) will be made by wire transfer of
immediately available
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funds on the Put Option Exercise Date in an amount equal to the repurchase
price in respect of the Debenture (or portion thereof) that is subject to the
relevant notice of exercise. If the Paying Agent holds immediately available
funds sufficient to pay the repurchase price in respect of the Debenture on a
day following the Put Option Exercise Date, then immediately thereafter, such
Debenture (or portion thereof) will cease to be Outstanding and interest
thereon will cease to accrue, whether or not such Debenture is delivered to the
Paying Agent, and all other rights of the Holder in respect of the Debenture
(or portion thereof), including the Holder's right to require the Company to
repurchase such Debenture (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 Debenture). The Company covenants
that no later than 11:00 a.m. (New York time) on the Put Option Exercise Date,
the Company shall deposit with the Paying Agent immediately available funds in
an amount sufficient to pay the aggregate repurchase price of all the
Debentures (or portions thereof) that are to be repurchased on the Put Option
Exercise Date pursuant to exercise by the Holder of the Put Option. Any
Debenture that is to be purchased only in part shall be surrendered to the
Paying Agent at the office of the Paying Agent (with any necessary
endorsements) and the Company shall execute and the Trustee shall authenticate
and deliver to the Holder of such Debenture, without service charge and at the
expense of the Company, a replacement Debenture or Debentures, of any
authorized denomination as requested by such Holder in an aggregate principal
amount equal to, and in exchange for, the portion of the principal amount of
the Debenture so surrendered that is not purchased.
This Debenture is one of a duly authorized issue of securities (hereinafter
called the "Securities") of the Company issued and to be issued under an
Indenture dated as of July 30, 1991, as amended and supplemented by the First
Supplemental Indenture dated as of January 29, 1992 (collectively, the
"Indenture"), between the Company and The Chase Manhattan Bank, formerly known
as Chemical Bank (successor by merger to Manufacturers Hanover Trust Company),
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which the Indenture and all indentures
supplemental thereto and the Officers' Certificate setting forth the terms of
this series of Securities reference is hereby made for a statement of the
respective rights, limitation of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders and the terms upon which the
Debentures are, and are to be, authenticated and delivered. This Debenture is
one of the series of Securities designated as "6.70% Debentures Due 2036",
limited in aggregate principal amount to $300,000,000 (the "Debentures"). The
Indenture does not limit the aggregate principal amount of Securities that may
be issued thereunder.
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If an Event of Default, as defined in the Indenture, with respect to the
Debentures shall occur and be continuing, the principal amount hereof may be
declared, and upon such declaration shall be due and payable, in the manner,
with the effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series under
the Indenture to be affected at any time by the Company and the Trustee with
the consent of the Holders of 66-2/3% in aggregate principal amount of the
Outstanding Securities of each series under the Indenture affected thereby. The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Outstanding Securities of each series under
the Indenture, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture or
such Securities and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Debenture shall
be conclusive and binding upon such Holder and upon all future Holders of this
Debenture and of any Debenture issued upon the registration of transfer hereof
or in exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Debenture.
No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture at the times, places, and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture, and subject to certain limitations therein
set forth, the transfer of this Debenture may be registered on the Security
Register of the Company upon surrender of this Debenture for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Debentures of this series having the same terms
as this Debenture, of authorized denominations, having the same terms and
conditions and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Debentures are issuable only in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. As provided in the
Indenture, and subject to certain limitations therein set forth, this Debenture
is exchangeable for a like aggregate principal amount of Debentures of this
series
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having the same terms as this Debenture of a different authorized denomination,
as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Debenture for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Debenture is registered as the owner hereof for
all purposes, whether or not this Debenture be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
THE INDENTURE AND THE DEBENTURES, INCLUDING THIS DEBENTURE, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.
All terms used in this Debenture which are defined in the Indenture shall
have the meanings assigned to them in the Indenture and all references in the
Indenture to "Security" or "Securities" shall be deemed to include the
Debentures.
Unless the certificate of authentication hereon has been executed by The
Chase Manhattan Bank, formerly known as Chemical Bank, the Trustee under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized officers, this Debenture shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and a facsimile of its corporate seal to be
imprinted hereon.
COCA-COLA ENTERPRISES INC.
By: /s/ Vicki G. Roman
------------------------
Name: Vicki G. Roman
Title: Treasurer
Attest:
By: /s/ E. Liston Bishop III
--------------------------
Name: E. Liston Bishop III
Title: Assistant Secretary
[SEAL]
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Date: October 8, 1996
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Trustee,
By: /s/ Glenn G. McKeever
-----------------------------
Name: Glenn G. McKeever
Title: Senior Trust Officer
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ASSIGNMENT FORM
To assign this Debenture, fill in the form below:
I or we assign and transfer this Debenture to
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
________________________________________________________________________________
________________________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. no.)
and irrevocably appoint _______________________________________________________
agent to transfer this Debenture on the books of the Company. The agent may
substitute another to act for him.
________________________________________________________________________________
Dated:____________________
______________________________
______________________________
NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Debenture in every particular, without
alteration or enlargement or any change whatever and must be guaranteed by a
commercial bank or trust company having its principal office or a correspondent
in the City of New York or by a member broker of the New York, Midwest or
Pacific Stock Exchange.
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EXHIBIT 99.01
October 8, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Coca-Cola Enterprises Inc.;
Registration Statement on Form S-3
Gentlemen:
I have acted as counsel to Coca-Cola Enterprises Inc. (the "Company") in
connection with the issuance by the Company of Coca-Cola Enterprises Inc.
6.70% Debentures Due 2036 in the aggregate principal amount of $300,000,000 and
the filing by the Company of a Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") relating to the proposed public offering and sale of up to
$1,000,000,000 aggregate principal amount of the Company's senior debt
securities, warrants to purchase Debt Securities and warrants to receive from
the Company the cash value in U.S. dollars of the right to purchase and to sell
such foreign currencies or units of two or more currencies as shall be
designated by the Company at the time of offering. The Debentures will be
issued under an Indenture (the "Indenture") dated as of July 30, 1991, as
amended by a First Supplemental Indenture dated as of January 29, 1992, between
the Company and The Chase Manhattan Bank, formerly known as Chemical Bank (as
successor by merger to the Manufacturers Hanover Trust Company), as Trustee.
The opinions set forth below are given to the Commission pursuant to Item 21 of
Form S-3 and Item 601(b)(5) of Regulation S-K. All capitalized terms not
otherwise defined herein have the same meanings as defined in the Registration
Statement.
In rendering the opinions set forth below, I have examined such agreements,
documents, instruments and records as I deemed necessary or appropriate under
the circumstances for me to express such opinions.
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Securities and Exchange Commission
October 8, 1996
Page 2
With regard to the opinions below, insofar as they relate to the Debentures as
valid, binding and enforceable obligations of the Company, I have relied solely
upon an opinion letter from Cravath, Swaine & Moore, New York, New York,
appearing as Exhibit 5.2 to the Company's Registration Statement on Form S-3
(Registration No. 33-62757) with respect to all matters of New York law related
thereto.
The Debentures, when duly executed by the Company and authenticated by the
Trustee in accordance with the Indenture and delivered to and paid for by the
purchasers thereof, will be legally issued and will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms and entitled to the benefits of the Indenture,
except to the extent that the enforcement thereof may be limited by (A)
bankruptcy, insolvency, reorganization, moratorium and other laws now or
hereafter in effect relating to creditors' rights generally and (B) general
principles of equity (regardless of whether enforcement is considered in a
proceeding at law or in equity).
I hereby consent to the incorporation of this opinion into the Registration
Statement, and I hereby consent to the reference made to me under the heading
"Legal Matters" set forth in the prospectus forming a part of the Registration
Statement. In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933.
Very truly yours,
Lowry F. Kline
