<PAGE>
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: May 13, 1998
(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 One of 22
Exhibit Index Page 4
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits
1.01 Terms Agreement dated as of May 13, 1998
relating to the offer and sale of $250,000,000
Aggregate Principal Amount of the Registrant's
7% Debentures Due 2098 (the "Debentures").
4.01 Form of the Debentures.
2<PAGE>
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: May 29, 1998
3<PAGE>
EXHIBIT INDEX
Exhibit No. Page
1.01 Terms Agreement dated as of May 13, 1998 5
relating to the offer and sale of $250,000,000
Aggregate Principal Amount of the Registrant's
7% Debentures Due 2098 (the "Debentures").
4.01 Form of the Debentures. 9
4<PAGE>
<PAGE>
EXHIBIT 1.01
COCA-COLA ENTERPRISES INC.
(a Delaware corporation)
Senior Debt Securities
TERMS AGREEMENT
Date: May 13, 1998
TO: COCA-COLA ENTERPRISES INC.
2500 Windy Ridge Parkway
Atlanta, Georgia 30339
RE: Underwriting Agreement dated September 25, 1996
SENIOR DEBT SECURITIES
Title of Senior Debt
Securities: 7% Debentures Due 2098
Principal amount to be
issued: $250,000,000
Current ratings: A3/A+
Interest Rate: 7%
Interest payment dates: Payable on May 15 and November 15 of each
year, commencing November 15, 1998
Date of maturity: May 15, 2098
Redemption provisions: The Senior Debt Securities may be redeemed
prior to the date of maturity. See "Other
Provisions" below.
Sinking fund None
requirements:
Delayed Delivery Not authorized
Contracts:
Fee: 1.125%
Public offering price: 99.872%, plus accrued interest from May 18,
1998
Other Provisions:
Upon the occurrence of a Tax Event (as defined below), the Company
will have the right to shorten the maturity of the Senior Debt
Securities to the minimum extent required, in the opinion of nationally
recognized independent tax counsel, such that, after the shortening of
the maturity, interest paid on the Senior Debt Securities will be
deductible for United States federal income tax purposes or, if such
counsel is unable to opine definitively as to such a minimum period, the
minimum extent so required as determined in good faith by the Board of
Directors of the Company, after receipt of an opinion of such counsel
regarding the applicable legal standards.
In the event that the Company elects to exercise its right to
shorten the maturity of the Senior Debt Securities on the occurrence of
a Tax Event, the Company will mail a notice of shortened maturity to
each Holder of Senior Debt Securities by first-class mail not more than
60 days after the occurrence of such Tax Event, stating the new maturity
date of the Senior Debt Securities. Such notice shall be effective
immediately upon mailing.
"Tax Event" means that the Company shall have received an opinion
of nationally recognized independent tax counsel to the effect that, as
a result of (a) any amendment to, clarification of, or change (including
any announced prospective amendment, clarification or change) in any
law, or any regulation thereunder, of the United States, (b) any
judicial decision, official administrative pronouncement, ruling,
regulatory procedure, notice or announcement, including any notice or
announcement of intent to adopt or promulgate any ruling, regulatory
procedure or regulation (any of the foregoing, an "Administrative or
Judicial Action"), or (c) any amendment to, clarification of, or change
in any official position with respect to, or any interpretation of, an
Administrative or Judicial Action or a law or regulation of the United
States that differs from the theretofore generally accepted position or
interpretation, in each case, occurring on or after May 18, 1998, there
is more than an insubstantial increase in the risk that interest paid by
the Company on the Senior Debt Securities is not, or will not be,
deductible, in whole or in part, by the Company for United States
federal income tax purposes.
In addition, if a Tax Event occurs and in the opinion of
nationally recognized independent tax counsel, there would,
notwithstanding any shortening of the maturity of the Senior Debt
Securities, be more than an insubstantial risk that interest paid by the
Company on the Senior Debt Securities is not, or will not be,
deductible, in whole or in part, by the Company for United States
federal income tax purposes, the Company will have the right, within 90
days following the occurrence of such Tax Event, to redeem the Senior
Debt Securities in whole (but not in part), on no less than 30 or more
than 60 days' notice mailed to Holders of the Senior Debt Securities, at
a redemption price equal to the greater of (i) 100% of the principal
amount of the Senior Debt Securities and (ii) the sum of the present
values of the Remaining Scheduled Payments thereon discounted to the
redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 20 basis
points, together in either case with accrued interest on the principal
amount being redeemed to the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity
(computed as of the second business day immediately preceding such
redemption date) of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker that would be
utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Senior Debt
Securities. "Independent Investment Banker" means any of the Reference
Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) on the third business day preceding such redemption date, as set
forth in the daily statistical release (or any successor release)
published by the Federal Reserve Bank of New York and designated
"Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii)
if such release (or any successor release) is not published or does not
contain such prices on such business day, (A) the average of the
Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest of such Reference Dealer Quotations, or
(B) if the Trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such Quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer as of
3:30 p.m., New York City time, on the third business day preceding such
redemption date.
"Reference Treasury Dealer" means each of Lehman Brothers Inc.,
Deutsche Morgan Grenfell Inc. and Salomon Brothers Inc and their
respective successors and any other nationally recognized investment
banking firm that is a Primary Treasury Dealer appointed from time to
time by the Company; provided that if any of the foregoing shall cease
to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor
another nationally recognized investment banking firm that is a Primary
Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each Senior
Debt Security to be redeemed, the remaining scheduled payments of the
principal thereof and interest thereon that would be due after the
related redemption date but for such redemption; provided, however,
that, if such redemption date is not an interest payment date with
respect to such Senior Debt Security, the amount of the next succeeding
scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.
On and after the redemption date, interest will cease to accrue on
the Senior Debt Securities called for redemption. On or before any
redemption date, the Company shall deposit with a paying agent (or the
Trustee) money sufficient to pay the redemption price of and accrued
interest on the Senior Debt Securities to be redeemed on such date.
Closing date and location: May 18, 1998, 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: Lehman Brothers Inc., 3 World Financial Center,
New York, New York 10285, Attention: Robert H. Swindell.
Place of delivery of Securities: Through the facilities of The Depository
Trust Company to the account of Lehman Brothers Inc., 3 World Financial
Center, New York, New York 10285.
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 amounts of Senior Debt Securities set forth opposite its name below:
Underwriter 7% Debentures Due 2098
Lehman Brothers Inc. $84,000,000
Deutsche Morgan Grenfell Inc. $83,000,000
Salomon Brothers Inc $83,000,000
Total $250,000,000
LEHMAN BROTHERS INC.
DEUTSCHE MORGAN GRENFELL INC. SALOMON
BROTHERS INC
BY LEHMAN BROTHERS INC.
S/ ROBERT H. SWINDELL
By_________________________
Name: Robert H. Swindell
Title: Managing Director
Accepted:
COCA-COLA ENTERPRISES INC.
By /S VICKI R. PALMER
___________________________
Name: Vicki R. Palmer
Title: Vice President and Treasurer
/TEXT
<PAGE>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.01
<SEQUENCE>3
<DESCRIPTION>FORM OF DEBENTURES
<PAGE>
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.
7% DEBENTURE DUE 2098
R-1 $200,000,000
REGISTERED (Principal Amount)
GLOBAL SECURITY CUSIP: 191219BD5
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 May 15, 2098 (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 7% 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 November 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 May 18, 1998, 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 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"
<PAGE>
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.
Upon the occurrence of a Tax Event (as defined below), the Company
will have the right to shorten the maturity of the Debentures (as defined
below) to the minimum extent required, in the opinion of nationally recognized
independent tax counsel, such that, after the shortening of the maturity,
interest paid on the Debentures will be deductible for United States federal
income tax purposes or, if such counsel is unable to opine definitively as to
such minimum period, the minimum extent so required as determined in good
faith by the Board of Directors of the Company. In the event that the Company
elects to exercise its right to shorten the maturity date of the Debentures on
the occurrence of a Tax Event, the Company shall mail a notice of shortened
maturity to each Holder of Debentures by first-class mail not more than 60
days after the occurrence of such Tax Event, stating the new maturity date of
the Debenture. Such notice shall be effective immediately upon mailing.
"Tax Event" means that the Company shall have received an opinion
of nationally recognized tax counsel to the effect that, as a result of (a)
any amendment to, clarification of, or change (including any announced
prospective amendment, clarification or change) in any law, or any regulation
thereunder, of the United States, (b) any judicial decision, official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt or
promulgate any ruling, regulatory procedure or regulation (any of the
foregoing, an "Administrative or Judicial Action"), or (c) any amendment to,
clarification of, or change in, any official position with respect to, or any
interpretation of, an Administrative or Judicial Action or law or regulation
of the United States that differs from the theretofore generally accepted
position or interpretation, in each case, occurring on or after May 18, 1998,
there is more than an insubstantial increase in the risk that interest paid by
the Company on the Debentures is not, or will not be, deductible, in whole or
in part, by the Company for United States federal income tax purposes.
In addition, if a Tax Event occurs and in the opinion of
nationally recognized independent tax counsel there would, notwithstanding any
shortening of the maturity of the Debentures, be more than an insubstantial
risk that interest paid by the Company on the Debentures is not, or will not
be, deductible, in whole or in part, by the Company for United States federal
income tax purposes, the Company shall have the right, within 90 days
following the occurrence of such Tax Event, to redeem the Debentures in whole
(but not in part) on no less than 30 or more 60 days' notice mailed to Holders
of the Debentures, at a redemption price equal to the greater of (i) 100% of
the principal amount of the Debentures, and (ii) the sum of the present value
of the Remaining Scheduled Payments thereon discounted to the redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 20 basis points, together in either case
with accrued interest on the principal amount being redeemed to the date of
redemption.
<PAGE>
"Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity (computed
as of the second business day immediately preceding such redemption date) of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker that would be utilized,
at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of the Debentures. "Independent Investment Banker" means
any of the Reference Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any redemption
date (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such business day (A) the
average of the Reference Treasury Dealer Quotations for such redemption date
after excluding the highest and lowest of such Reference Dealer Quotations, or
(B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third
business day preceding such redemption date.
"Reference Treasury Dealer" means each of Lehman Brothers Inc.,
Deutsche Morgan Grenfell Inc., and Salomon Brothers Inc and their respective
successors and any other nationally recognized investment banking firm that is
a Primary Treasury Dealer appointed from time to time by the Company; provided
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Prime Treasury Dealer"), the Company
shall substitute therefor another nationally recognized investment banking
firm that is a "Primary Treasury Dealer".
"Remaining Scheduled Payments" means, with respect to each
Debenture to be redeemed, the remaining scheduled payments of the principal
thereof and interest thereon that would be due after the related redemption
date but for such redemption; provided, however, that, if such redemption date
is not an interest payment date with respect to such Debenture, the amount of
the next succeeding scheduled interest payment thereon will be reduced by the
amount of interest accrued thereon to such redemption date.
On and after the redemption date, interest will cease to accrue on
the Debentures called for redemption. On or before any redemption date, the
Company shall deposit with a paying agent (or the Trustee) money sufficient to
pay the redemption price of and accrued interest on the Debentures to be
redeemed on such date.
<PAGE>
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 "7%
Debentures Due 2098" (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
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.
<PAGE>
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.
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]
Date: May 18, 1998
<PAGE>
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/ GLENN G. MCKEEVER
By: _____________________________
Name: Glenn G. McKeever
Title: Vice President
<PAGE>
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.
<PAGE>
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.
7% DEBENTURE DUE 2098
R-2 $50,000,000
REGISTERED (Principal Amount)
GLOBAL SECURITY CUSIP: 191219 BD 5
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 FIFTY MILLION DOLLARS
($50,000,000) on May 15, 2098 (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 7% 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 November 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 May 18, 1998, 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 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.
<PAGE>
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.
Upon the occurrence of a Tax Event (as defined below), the Company
will have the right to shorten the maturity of the Debentures (as defined
below) to the minimum extent required, in the opinion of nationally recognized
independent tax counsel, such that, after the shortening of the maturity,
interest paid on the Debentures will be deductible for United States federal
income tax purposes or, if such counsel is unable to opine definitively as to
such minimum period, the minimum extent so required as determined in good
faith by the Board of Directors of the Company. In the event that the Company
elects to exercise its right to shorten the maturity date of the Debentures on
the occurrence of a Tax Event, the Company shall mail a notice of shortened
maturity to each Holder of Debentures by first-class mail not more than 60
days after the occurrence of such Tax Event, stating the new maturity date of
the Debenture. Such notice shall be effective immediately upon mailing.
"Tax Event" means that the Company shall have received an opinion
of nationally recognized tax counsel to the effect that, as a result of (a)
any amendment to, clarification of, or change (including any announced
prospective amendment, clarification or change) in any law, or any regulation
thereunder, of the United States, (b) any judicial decision, official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt or
promulgate any ruling, regulatory procedure or regulation (any of the
foregoing, an "Administrative or Judicial Action"), or (c) any amendment to,
clarification of, or change in, any official position with respect to, or any
interpretation of, an Administrative or Judicial Action or law or regulation
of the United States that differs from the theretofore generally accepted
position or interpretation, in each case, occurring on or after May 18, 1998,
there is more than an insubstantial increase in the risk that interest paid by
the Company on the Debentures is not, or will not be, deductible, in whole or
in part, by the Company for United States federal income tax purposes.
In addition, if a Tax Event occurs and in the opinion of
nationally recognized independent tax counsel there would, notwithstanding any
shortening of the maturity of the Debentures, be more than an insubstantial
risk that interest paid by the Company on the Debentures is not, or will not
be, deductible, in whole or in part, by the Company for United States federal
income tax purposes, the Company shall have the right, within 90 days
following the occurrence of such Tax Event, to redeem the Debentures in whole
(but not in part) on no less than 30 or more 60 days' notice mailed to Holders
of the Debentures, at a redemption price equal to the greater of (i) 100% of
the principal amount of the Debentures, and (ii) the sum of the present value
of the Remaining Scheduled Payments thereon discounted to the redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 20 basis points, together in either case
with accrued interest on the principal amount being redeemed to the date of
redemption.
"Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity (computed
as of the second business day immediately preceding such redemption date) of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
<PAGE>
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker that would be utilized,
at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of the Debentures. "Independent Investment Banker" means
any of the Reference Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any redemption
date (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such business day (A) the
average of the Reference Treasury Dealer Quotations for such redemption date
after excluding the highest and lowest of such Reference Dealer Quotations, or
(B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third
business day preceding such redemption date.
"Reference Treasury Dealer" means each of Lehman Brothers Inc.,
Deutsche Morgan Grenfell Inc., and Salomon Brothers Inc and their respective
successors and any other nationally recognized investment banking firm that is
a Primary Treasury Dealer appointed from time to time by the Company; provided
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Prime Treasury Dealer"), the Company
shall substitute therefor another nationally recognized investment banking
firm that is a "Primary Treasury Dealer".
"Remaining Scheduled Payments" means, with respect to each
Debenture to be redeemed, the remaining scheduled payments of the principal
thereof and interest thereon that would be due after the related redemption
date but for such redemption; provided, however, that, if such redemption date
is not an interest payment date with respect to such Debenture, the amount of
the next succeeding scheduled interest payment thereon will be reduced by the
amount of interest accrued thereon to such redemption date.
On and after the redemption date, interest will cease to accrue on
the Debentures called for redemption. On or before any redemption date, the
Company shall deposit with a paying agent (or the Trustee) money sufficient to
pay the redemption price of and accrued interest on the Debentures to be
redeemed on such date.
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
<PAGE>
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 "7%
Debentures Due 2098" (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
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.
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.
<PAGE>
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]
Date: May 18, 1998
<PAGE>
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/ GLENN G. MCKEEVER
By: _____________________________
Name: Glenn G. McKeever
Title: Vice President
<PAGE>
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.
