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 (Date of earliest event reported): May 27, 1997
COCA-COLA ENTERPRISES INC.
(Exact name of registrant as specified in its charter)
Delaware 01-09300 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)
Page 1 of 6 pages
Exhibit Index page 4
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Item 5. Other Events
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On May 27, 1997, Coca-Cola Enterprises (the "Company")
announced that the Company has agreed in principle to
acquire The Coca-Cola Company's 48 percent ownership in
Coca-Cola Beverages Ltd., Toronto, Ontario, Canada
and its 49 percent interest in The Coca-Cola Bottling
Company of New York, Inc. The Company also announced its
intention to make an offer for the 52% of Coca-Cola
Beverages Ltd., held by the public.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
99 Press Release of Coca-Cola Enterprises
issued May 27, 1997.
Page 2 of 6 pages
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~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
SIGNATURE
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)
S/ LOWRY F. KLINE
Date: May 27, 1997 By:______________________________
Lowry F. Kline
Senior Vice President and
General Counsel
Page 3 of 6 pages
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COCA-COLA ENTERPRISES INC.
EXHIBIT INDEX
Exhibit No. Page
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99 May 27, 1997, press release of Coca-Cola Enterprises Inc. 5
announcing that the Company has agreed in principle to
acquire The Coca-Cola Company's 48 percent ownership in
Coca-Cola Beverages Ltd., Toronto, Ontario, Canada
and its 49 percent interest in The Coca-Cola Bottling
Company of New York, Inc. The Company also announced its
intention to make an offer for the 52% of Coca-Cola
Beverages Ltd., held by the public.
Page 4 of 6 pages
<PAGE>
EXHIBIT 99
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COCA-COLA ENTERPRISES INC. NEWS RELEASE
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CONTACT:
Margaret Carton - Investor Relations
(770) 989-3622
Laura Asman - Media Relations
(770) 989-3023
FOR IMMEDIATE RELEASE
COCA-COLA ENTERPRISES INC. ANNOUNCES INTENT
TO ACQUIRE COCA-COLA BEVERAGES LTD. AND
THE COCA-COLA BOTTLING COMPANY OF NEW YORK, INC.
ATLANTA, May 27, 1997 -- Coca-Cola Enterprises today announced that the
Company has agreed in principle to acquire The Coca-Cola Company's 48
percent ownership in Coca-Cola Beverages Ltd. (Coke Canada) and its 49
percent interest in The Coca-Cola Bottling Company of New York, Inc. (Coke
New York). Coca-Cola Enterprises has agreed to pay The Coca-Cola Company
Canadian $17 per share (approximately United States $12 1/4 per share based
on current exchange rates) for the 19.6 million shares
The Coca-Cola Company holds in Coke Canada.
In addition, Coca-Cola Enterprises has notified Coke Canada's Board of
Directors that it intends to make an offer for the approximately 52 percent
of Coke Canada held by the public at a price of Canadian $19 1/2 per share
in cash (approximately United States $14 per share based on current
exchange rates). This offer represents a premium of approximately 20
percent over the average closing price of Coke Canada's shares for the last
4 weeks. The offer also reflects 50 times Coke Canada's earnings per share
for the trailing 12 months ended March 29, 1997.
In January 1994, Coca-Cola Enterprises purchased 4 percent of Coke New York
from The Coca-Cola Company along with a five-year right of first refusal on
The Coca-Cola Company's remaining 49 percent investment in Coke New York
and an option to negotiate for this ownership interest after two years. The
Company intends to negotiate to acquire the remaining 47 percent of Coke
New York currently held by private investors.
"Our interest in this transaction is based on the significant volume growth
and margin improvement opportunities we see in the Canadian and New York
markets," stated Henry A. Schimberg, president and chief operating officer
of Coca-Cola Enterprises. "The accelerated growth rate in these businesses
will allow us to create opportunities for Coke New York and Coke Canada
employees even while we leverage our existing corporate infrastructure to
reduce expenses in the acquired companies. Although slightly dilutive to
earnings initially, we are confident that the cash operating profit growth
potential of the Coke Canada and Coke New York acquisition creates
long-term value for our share owners."
<PAGE>
"Our acquisition of Coke Canada and Coke New York increases the role
Coca-Cola Enterprises plays in the global Coca-Cola bottling system,"
commented Summerfield K. Johnston, Jr., vice chairman and chief executive
officer of Coca-Cola Enterprises. "With this transaction, Coca-Cola
Enterprises will now represent more than 65 percent of
The Coca-Cola Company's North American bottle and can volume and about 20
percent of The Coca-Cola Company's worldwide volume based on proforma 1996
unit cases. We believe this substantially strengthens the position
Coca-Cola Enterprises holds as the largest anchor bottler in the Coca-Cola
system."
Coca-Cola Enterprises expects that the total transaction value (purchase
price and acquired debt) for all of Coke Canada and Coke New York will be
approximately $1.66 billion based on the stated offer price for the public
shares in Coke Canada, the expected cost of the minority shares in Coke New
York, and current currency exchange rates. The Company is still evaluating
the best means to finance the acquisition, but currently expects to fund
the transaction through the issuance of debt.
The agreement with The Coca-Cola Company is subject to certain conditions,
including negotiation of a definitive purchase agreement, review and
approval by the Company's Affiliated Transaction Committee of the Board of
Directors, approval by the Boards of Coca-Cola Enterprises and
The Coca-Cola Company, and approval by all required regulatory agencies.
To acquire the portions of Coke Canada and Coke New York not owned by
The Coca-Cola Company, Coca-Cola Enterprises must also purchase the public
shares of Coke Canada and the minority interest in Coke New York. The offer
extended to the Coke Canada public share owners will be subject to approval
by Coke Canada's Board of Directors and all required regulatory agencies.
In addition, the offer to Coke Canada's public share owners must be
accepted by holders of the required number of shares to effect a
going-private transaction.
Coca-Cola Enterprises expects to complete all aspects of the transaction by
the end of the third quarter of 1997. Assuming the acquisition is fully
financed with debt, the transaction will be dilutive to earnings for the
portion of 1997 that the Company will manage the operations by
approximately 5 cents per common share based on 386 million shares
outstanding. The acquisition is expected to be dilutive to 1998 results by
slightly more than 5 cents per common share.
Coca-Cola Beverages Ltd. operates in all 10 Canadian provinces, covers a
population of 27 million people, and represents 95 percent of
The Coca-Cola Company's unit case volume in Canada. Based on current
currency exchange rates, Coke Canada generated 1996 net operating revenues
of approximately $690 million on 259 million unit cases.
The Coca-Cola Bottling Company of New York, Inc. operates in the New York
metropolitan area, certain other areas in the state of New York, and in
parts of Connecticut, Massachusetts, New Hampshire, New Jersey, and
Vermont, covering a population of 24 million people. Coke New York sold 214
million unit cases in 1996, producing net operating revenues of
approximately $744 million.
Coca-Cola Enterprises Inc. (NYSE: CCE) is the world's largest bottler of
liquid nonalcoholic refreshment, distributing more than 58 percent of The
Coca-Cola Company's United States bottle and can volume.
Coca-Cola Enterprises is also the sole licensed bottler for products of
The Coca-Cola Company in Belgium, Great Britain, the Netherlands, and most
of France.
