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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: December 2, 1997
(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)
Page 1 of 13 Pages
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits
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1.01 Terms Agreement dated as of
December 2, 1997 relating to the
offer and sale of the 6.95% Debentures
Due 2026 (the "Debentures").
4.01 Form of the Debentures.
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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)
/S/ LOWRY F. KLINE
By:------------------------------
Name: Lowry F. Kline
Title: Executive Vice President
and General Counsel
Date: December 16, 1997
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EXHIBIT INDEX
Exhibit No. Page
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1.01 Terms Agreement dated as of 5
December 2, 1997 relating to the
offer and sale of the 6.95%
Debentures Due 2026 (the
"Debentures").
4.01 Form of the Debentures. 8
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EXHIBIT 1.01
COCA-COLA ENTERPRISES INC.
(A Delaware Corporation)
Senior Debt Securities
TERMS AGREEMENT
Dated: December 2, 1997
TO: COCA-COLA ENTERPRISES INC.
2500 Windy Ridge Parkway
Atlanta, Georgia 30339
RE: Underwriting Agreement dated as of September 25, 1996
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SENIOR DEBT SECURITIES
Title of Senior Debt Securities: 6.95% Debentures Due 2026
Principal amount to be issued: $250,000,000
Current ratings: A3/A+
Interest rate: 6.95%
Interest payment dates: Payable on May 15 and November
15 of each year, commencing May
15, 1998
Date of maturity: November 15, 2026
Redemption provisions: N/A
Sinking fund requirements: None
Delayed Delivery Contracts: Not authorized
Fee: .875%
Public offering price: 100.243%, plus accrued interest,
if any, from November 15, 1997
Accrued interest from
November 15, 1997 to
December 5, 1997: $965,277.78
Underwriting Discount: $2,187,500.00
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Net Payment by Underwriters
to Coca-Cola Enterprises
Inc.: $249,385,277.78
Closing date and location: December 5, 1997, at 10:00 a.m., New York City
time, at the offices of Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza,
New York, New York 10006.
Notice to the Underwriters pursuant to Section 11 of the Underwriting
Agreement shall be given to: Deutsche Morgan Grenfell, 31 West 52nd Street,
New York, New York 10019, Attention: Brian Duffy.
Place of delivery of Securities: Through the facilities of The Depository
Trust Company to the account of Deutsche Morgan Grenfell, 31 West 52nd
Street, New York, New York 10019.
Modifications to the Underwriting Agreement:
The Senior Debt Securities are being sold hereunder pursuant to
the Company's registration statements on Form S-3 (No. 33-62757
and No. 333-18569), pursuant to which the Company has registered
up to $2,500,000,000 aggregate principal amount of Senior Debt
Securities.
Section 2: Payment for all Senior Debt Securities 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.
Cleary, Gottlieb, Steen & Hamilton, counsel to the Underwriters,
will render the opinion referred to in Section 4(b)(2) of the
Underwriting Agreement.
The Senior Debt Securities will trade in The Depository Trust
Company's Same-Day Funds Settlement System until
maturity, and secondary market trading activity for the
Senior Debt Securities will, therefore, settle in immediately
available funds. All payments of principal and interest
will be made by the Company in immediately available
funds.
Each Underwriter listed below severally 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
the principal amount of Senior Debt Securities as set forth below
opposite its name below:
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6.95% Debentures Due
Underwriter November 15, 2026
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Deutsche Morgan Grenfell Inc. $84,000,000
Salomon Brothers Inc $83,000,000
Lehman Brothers Inc. $83,000,000
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$250,000,000
DEUTSCHE MORGAN GRENFELL INC.
SALOMON BROTHERS INC
LEHMAN BROTHERS INC.
BY DEUTSCHE MORGAN GRENFELL INC.
BY: /S/ BRIAN N. DUFFY
-------------------------------
Name:
Title:
ACCEPTED
COCA-COLA ENTERPRISES INC.
BY: /S/ VICKI R. PALMER
-------------------------
NAME: VICKI R. PALMER
TITLE: VICE PRESIDENT AND TREASURER
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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.
6.95% DEBENTURE DUE 2026
R-3 $250,000,000
REGISTERED (Principal Amount)
GLOBAL SECURITY CUSIP: 191219 AY O
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 FIFTY MILLION
DOLLARS ($250,000,000) on November 15, 2026 (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 6.95% 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 May 15 and November 15 (each an
"Interest Payment Date") in each year commencing on May 15, 1998,
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 May 1 and November 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
November 15, 1997, until the principal hereof has been paid or
duly made available for payment. If the Maturity Date 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 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 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 or Interest Payment Date. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date
PAGE
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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.
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 "6.95% Debentures Due 2026"
(the "Debentures"). The Indenture does not limit the aggregate
principal amount of Securities that may be issued thereunder.
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
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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
having the same terms as this Debenture of a different authorized
denomination, as requested by the Holder surrendering the same.
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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.
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.
/S/ VICKI R. PALMER
By:________________________________
Name: Vicki R. Palmer
Title: Vice President and
Treasurer
Attest:
/S/ E. LISTON BISHOP III
By:____________________________
Name: E. Liston Bishop III
Title: Assistant Secretary
[SEAL]
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Date:
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,
/S/ GREG MCFARLANE
By: _____________________________
Name: Greg McFarlane
Title: Vice President
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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.
