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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: September 18, 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)
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
1.01 Terms Agreement dated as of September 18, 1998
relating to the offer and sale of the 6.75%
Debentures Due 2028 (the "Debentures").
4.01 Form of the Debenture.
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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: October 1, 1998
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EXHIBIT INDEX
Exhibit No. Page
1.01 Terms Agreement dated as of 5
September 18, 1998 relating to the
offer and sale of the 6.75% Debentures
Due 2028 (the "Debentures").
4.01 Form of the Debenture.
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COCA-COLA ENTERPRISES INC.
(a Delaware corporation)
Senior Debt Securities
TERMS AGREEMENT
Date: September 18, 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: 6.75% Debentures Due 2028
Principal amount to be issued: $125,000,000
Current ratings: A3/A+
Interest Rate: 6.75%
Interest payment dates: Payable on September 15 and
March 15 of each
year, commencing
March 15, 1999
Date of maturity: September 15, 2028
Redemption provisions: The Senior Debt Securities
may be redeemed prior to
the date of
maturity. See
"Other Provisions"
below.
Sinking fund requirements: None
Delayed Delivery Contracts: Not authorized
Fee: 0.875%
Public offering price: 101.392%, plus accrued
interest from September 11,
1998
Accrued Interest from $281,250.00
September 11, 1998 to
September 23, 1998:
Underwriting Discount: $1,093,750
Net Payment by Underwriters $125,927,579
to Coca-Cola Enterprises Inc.:
Other Provisions:
The Senior Debt Securities will be redeemable as a
whole or in part, at the option of the Company, on no less
than 30 or more than 60 days' notice mailed to Holders of
the Senior Debt Securities to be redeemed, at any time at a
redemption price equal to the greater of (i) 100% of the
principal amount of the Senior Debt Securities to be
redeemed 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
to be redeemed. "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 Quotation" 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 Credit Suisse
First Boston Corporation and Morgan Stanley & Co.
Incorporated 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: September 23, 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: Credit Suisse First
Boston Corporation, Eleven Madison Avenue, New York, New York
10010-3629, Attention: Investment Banking Department-Transactions
Advisory Group.
Place of delivery of Securities: Through the facilities of The
Depository Trust Company to the account of Credit Suisse First
Boston Corporation, Eleven Madison Avenue, New York, New York
10010-3629.
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.
The Underwriter listed below 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 set forth
opposite its name below:
Underwriter 6.75% Debentures Due 2028
----------- -------------------------
Credit Suisse First Boston Corporation $125,000,000
CREDIT SUISSE FIRST BOSTON
CORPORATION
BY CREDIT SUISSE FIRST BOSTON
CORPORATION
S/ JOHN WALSH
By_________________________
Name: John Walsh
Title:
Accepted:
COCA-COLA ENTERPRISES INC.
S/ VICKI R. PALMER
By___________________________
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.
6.75% DEBENTURE DUE 2028
R-3 $125,000,000
REGISTERED (Principal Amount)
GLOBAL SECURITY CUSIP: 191219BE3
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 ONE HUNDRED TWENTY-FIVE
MILLION DOLLARS ($125,000,000) on September 15, 2028 (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 6.75% 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 March 15 and September 15
(each an "Interest Payment Date") in each year commencing on
March 15, 1999, 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 March 1 and
September 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 September 11, 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.
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 Debentures will be redeemable as a whole or in
part, at the option of the Company, on no less than 30 or more
than 60 days' notice mailed to Holders of the Debentures to be
redeemed, at any time at a redemption price equal to the greater
of (i) 100% of the principal amount of the Debentures to be
redeemed 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 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 Quotation" 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 Credit Suisse
First Boston Corporation and Morgan Stanley & Co. Incorporated
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 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 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 "6.75% Debentures Due 2028"
(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.
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:
/E. LISTON BISHOP III
By:____________________________
Name: E. Liston Bishop III
Title: Assistant Secretary
[SEAL]
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Date: September 23, 1998
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
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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.
