<PAGE> 1
ORIGINAL ELECTRONICALLY TRANSMITTED TO THE SECURITIES AND EXCHANGE COMMISSION ON
DECEMBER 10, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------
COCA-COLA ENTERPRISES INC. LOGO
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 58-0503352
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
</TABLE>
2500 WINDY RIDGE PARKWAY, ATLANTA, GEORGIA 30339
(770) 989-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------
LOWRY F. KLINE
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
COCA-COLA ENTERPRISES INC.
2500 WINDY RIDGE PARKWAY, ATLANTA, GEORGIA 30339
(770) 989-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AS DETERMINED BY
MARKET CONDITIONS.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE(3)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Senior Debt Securities, Warrants to
Purchase Senior Debt Securities, and
Currency Warrants.................... $2,500,000,000(4) 100% $2,500,000,000 $695,000
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In United States dollars or the equivalent thereof in any other currency,
currency unit or units, or composite currency or currencies.
(2) Estimated solely for the purpose of computing the registration fee.
(3) Pursuant to Rule 429 of the Securities Act of 1933, the amount of
registration fees does not include $179,483 previously paid to the
Commission relating to $520,500,000 aggregate principal amount of debt
securities and warrants previously registered pursuant to Registration
Statement No. 333-18569, which remain unissued at the close of business on
November 19, 1998.
(4) Such amount represents the principal amount of any Senior Debt Securities
issued at their principal amount, the issue price rather than the principal
amount of any Senior Debt Securities issued at an original issue discount,
the issue price of any Debt Warrants and Currency Warrants, and the exercise
price of any Senior Debt Securities issuable upon the exercise of Debt
Warrants. Debt Warrants and Currency Warrants may be sold separately or with
Senior Debt Securities or other Debt Warrants and Currency Warrants. It is
not practicable to determine the number of Debt Warrants and Currency
Warrants and the proposed maximum offering prices thereof at this time.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 (THE "ACT") OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
---------------------
THE PROSPECTUS CONTAINED HEREIN IS, PURSUANT TO RULE 429, A COMBINED
PROSPECTUS WHICH MEETS THE REQUIREMENTS OF THE ACT FOR USE IN CONNECTION WITH
THE SECURITIES COVERED BY THIS REGISTRATION STATEMENT AND THE SECURITIES COVERED
BY THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3, REGISTRATION STATEMENT NO.
333-18569. THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT
NO. 1 WITH RESPECT TO THE REGISTRANT'S REGISTRATION STATEMENT NO. 333-18569, AND
SUCH POST-EFFECTIVE AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE, CONCURRENTLY
WITH THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT IN ACCORDANCE WITH SECTION
8(C) OF THE SECURITIES ACT OF 1933.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
COMPANY MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT THE
SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
DECEMBER 10, 1998
PROSPECTUS
(Coca-Cola Enterprises Inc. Logo)
SENIOR DEBT SECURITIES,
DEBT WARRANTS AND CURRENCY WARRANTS
Coca-Cola Enterprises Inc. (the "Company") intends to sell from time to
time its senior debt securities, warrants to purchase senior debt securities and
warrants to receive from the Company the cash value in U.S. dollars of the right
to purchase and to sell either foreign currencies or units of two or more
currencies designated by the Company at the time of offering. From the sales of
such senior debt securities and warrants the Company will receive proceeds of up
to $3,020,500,000 (or the equivalent in foreign denominated currencies or units
of two or more currencies, based on the applicable exchange rate at the time of
offering, designated by the Company at the time of offering). The Company may
offer senior debt securities and warrants either together or separately and on
terms determined by market conditions at the time of sale.
---------------------
The senior debt securities and warrants will be unsecured and will rank
equally with all other unsecured and unsubordinated indebtedness of the Company.
The accompanying prospectus supplement sets forth the specific terms with
regard to the particular series of senior debt securities or warrants in respect
of which this prospectus is being delivered.
---------------------
SEE "RISK FACTORS RELATING TO CURRENCIES AND CURRENCY WARRANTS" ON PAGE 2
FOR A DISCUSSION OF CERTAIN RISKS THAT SHOULD BE CONSIDERED IN CONNECTION WITH
THE CURRENCY WARRANTS OFFERED HEREBY.
---------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
---------------------
The Company may sell the senior debt securities and warrants directly,
through agents, underwriters or dealers. The names of such agents, dealers or
underwriters and any applicable commissions or discounts will be set forth in
the applicable prospectus supplement.
---------------------
THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE> 3
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 SAFE HARBOR CAUTIONARY
STATEMENT
This prospectus and the documents incorporated by reference herein contain
"forward-looking" statements, as defined in the Private Securities Litigation
Reform Act of 1995, that are based on current expectations, estimates and
projections. Statements that are not historical facts, including statements
about the beliefs and expectations of the Company, are forward-looking
statements. These statements discuss potential risks and uncertainties and,
therefore, actual results may differ materially. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date on which they were made. The Company does not undertake any obligation to
update any forward-looking statements, whether as a result of new information,
future events or otherwise.
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY AGENT, UNDERWRITER OR DEALER. THIS PROSPECTUS
AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS OR
THE PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN
OR THEREIN IS CORRECT AS OF ANYTIME SUBSEQUENT TO ITS DATE.
RISK FACTORS RELATING TO CURRENCIES AND CURRENCY WARRANTS
Senior debt securities denominated or payable in foreign currencies and
currency warrants can be risky investments because, among other things, the
relative values of currencies can change greatly. Risks will vary depending upon
the currency or currencies involved, and in the case of any currency warrants,
the particular terms of such currency warrants. These risks will be more fully
described in the applicable prospectus supplement.
2
<PAGE> 4
THE COMPANY
The Company is the world's largest marketer, distributor and producer of
bottled and canned beverages of The Coca-Cola Company.
The Company was incorporated in 1944 under the laws of Delaware as a wholly
owned subsidiary of The Coca-Cola Company and became a public company in 1986.
At October 2, 1998, The Coca-Cola Company owned approximately 43% of the
Company's common stock.
The Company's bottling territories in North America and in Europe contain
approximately 338 million people. The Company estimates that within its
territories 3.4 billion equivalent cases were sold in 1997; 89% of this volume
consisted of beverages produced and sold under licenses from The Coca-Cola
Company. An "equivalent case" is 192 ounces of finished beverage product.
The Company's principal executive offices are located at 2500 Windy Ridge
Parkway, Atlanta, Georgia 30339. The telephone number is (770) 989-3000.
STRATEGY
The Company's primary operating objective is to increase long-term
operating cash flows through profitable increases in sales volume. The Company
plans to achieve its operating objective through the continued implementation
and execution of the following strategies:
- creating and executing innovative and superior marketing programs at the
local level,
- balancing volume growth with improved margins and sustainable increases
in market share,
- developing profitable business partnerships with customers,
- increasing investment in high-profit, high-volume distribution channels,
- providing financial incentives to employees which increase their focus on
enhancing share-owner value, and
- integrating the Company's significant international and domestic
acquisitions.
The Company's primary financial objective is to deliver a superior
investment return to share owners. The Company plans to achieve this objective
through the continued implementation and execution of the following strategies:
- maintaining a capital structure which maximizes financial flexibility,
given current investment opportunities,
- identifying and acquiring territories that will result in long-term
value, and
- allocating resources appropriately between capital expenditures,
infrastructure investment, share repurchases, acquisitions, and debt
repayment.
RELATIONSHIP WITH THE COCA-COLA COMPANY
The Coca-Cola Company is the Company's largest share owner. Three directors
of the Company are executive officers or former executive officers of The
Coca-Cola Company.
The Company and The Coca-Cola Company are parties to a number of
significant transactions and agreements incident to their respective businesses
and may enter into additional material transactions and agreements in the
future.
The Company conducts its business primarily under contracts with The
Coca-Cola Company. These contracts give the Company the exclusive right to
market, distribute and produce beverage products of The Coca-Cola Company in
authorized bottles and cans in specified territories and provide The Coca-Cola
Company with the ability, in its sole discretion, to establish prices, terms of
payment, and other terms and conditions for the purchase of concentrates and
syrups from The Coca-Cola Company. Other significant
3
<PAGE> 5
transactions and agreements relate to, among other things, arrangements for
cooperative marketing, advertising expenditures and purchases of sweeteners.
Since 1979, The Coca-Cola Company has assisted in the transfer of ownership
or financial restructuring of a majority of its United States bottler operations
and has assisted in similar transfers of bottlers operating outside the United
States. Certain bottlers and interests therein have been acquired by The
Coca-Cola Company, and certain of those have been sold to bottlers, including
the Company, which management of The Coca-Cola Company believes to be the best
suited to manage and develop these acquired operations. The Coca-Cola Company
has advised the Company that it may continue this reorganization of its bottler
system. In connection with such transactions, The Coca-Cola Company may own all
or part of the equity interests of acquired bottlers for varying periods of
time.
As a result of matters such as the foregoing, the relationship between the
Company and The Coca-Cola Company may give rise to potential conflicts of
interest.
ACQUISITIONS AND DIVESTITURES
On June 5, 1998, the Company acquired CCBG Corporation and Texas Bottling
Group, Inc. for a total transaction value (purchase price and acquired debt) of
approximately $1.1 billion.
During October 1998, the Company announced that it had signed letters of
intent to acquire seven independent United States bottlers for a combined total
transaction value (purchase price plus acquired debt) of approximately $824
million. The Company expects to finance the acquisitions primarily with shares
of the Company's common stock, and, to a lesser extent, with debt and assumed
debt. The transactions are expected to close by the end of 1998 or during the
first quarter of 1999.
The total cost of all the Company's acquisitions since reorganization in
1986 is approximately $12.1 billion.
The Company intends to acquire only bottling businesses offering the
Company the ability to increase long-term share-owner value.
YEAR 2000
The Company's Year 2000 strategic plan identifies initiatives necessary to
minimize failures of electronic systems to process date sensitive information in
the Year 2000 and thereafter. The Company's plan is subdivided into six
functional areas of the Company: Sales/Marketing, Human Resources, Cold Drink,
Finance, Operations and Corporate functions. These functional areas encompass
both information technology (IT) systems such as the Company's financial and
inventory applications and non-IT systems such as production plant systems. Each
functional area plan details specific tasks needed to identify and inventory
Year 2000 issues, taking them through assessment, remediation, testing,
certification and implementation. By the end of 1997, the Company had
substantially completed the identification and inventory stages for its North
American systems. By the end of second quarter 1998, the Company had also
substantially completed these stages for its European systems.
The assessment and remediation processes are underway and the Company is
using both internal and external resources to reprogram, or replace where
necessary, and to test modifications. Projects are in various stages of
completion. The Company estimates that approximately 70% of the identified
issues have been corrected.
As a result of the numerous systems used by companies that the Company has
acquired in recent years and also due to technological enhancements, the Company
has had an ongoing information systems development plan with scheduled
replacements of systems throughout the organization. Year 2000 compliance is a
by-product of the Company's development plan. The Company has delayed certain IT
projects in order to reassign Company resources to the Year 2000 strategic plan.
Delayed projects primarily involve IT system enhancements which are not critical
to the Company's business.
4
<PAGE> 6
The remediation process is targeted to be 90% completed by the first
quarter of 1999. Testing and certification of these systems and applications are
targeted for completion by mid-1999. The following table lists significant
systems and the Company's projected completion dates with respect to Year 2000
readiness:
<TABLE>
<CAPTION>
NORTH AMERICA EUROPEAN
------------- ------------
<S> <C> <C>
Revenue, billing and accounts receivable............... 1st Q - 1999 2nd Q - 1999
Order entry and fulfillment............................ 1st Q - 1999 2nd Q - 1999
Inventory and cost accounting.......................... 3rd Q - 1999 2nd Q - 1999
Accounts payable and purchasing........................ 3rd Q - 1999 2nd Q - 1999
Payroll................................................ 1st Q - 1999 2nd Q - 1999
General ledger......................................... 1st Q - 1999 2nd Q - 1999
Production processing.................................. 1st Q - 1999 2nd Q - 1999
Electronic Commerce (EDI).............................. 3rd Q - 1999 4th Q - 1999
Other Non-IT Systems................................... 2nd Q - 1999 2nd Q - 1999
</TABLE>
The Company has incurred and expensed approximately $14 million to date in
the implementation of its Year 2000 strategic plan for both IT and non-IT
systems. The total cost through completion of the Company's Year 2000 plan is
estimated to be in the range of $25 to $45 million. Plan costs have been
budgeted in either the Company's regular operating budget or its capital
expenditures budget. The Company's projected costs are based on management's
best estimates and actual results could differ as the plan is implemented.
A critical step in the Company's strategic plan is the coordination of Year
2000 readiness with third parties. The Company is communicating with its
significant suppliers and customers to determine the extent to which the Company
and it's interface systems are vulnerable if the customer, supplier or a third
party fails to resolve their Year 2000 issues. The Company has become aware of
two raw material/packaging suppliers who appear to be having difficulty in
achieving Year 2000 readiness. The Company will continue to work with all its
major trading partners to understand the associated risks and plan for
contingencies.
The Company believes that necessary modifications and replacements of its
critical IT and non-IT systems will be completed timely. If for any reason, the
Company's critical service providers, suppliers or customers are unable to
resolve their Year 2000 issues in a timely manner, such matters could have a
material impact on the Company's results of operations. Specifically, the lack
of Year 2000 readiness by raw material/ packaging suppliers could impact the
availability and expected cost of raw materials and, therefore, production.
USE OF PROCEEDS
Except as set forth in a prospectus supplement, the Company intends to use
the net proceeds from the sale of the Securities (as defined under "The
Securities") for general corporate purposes, including the repayment of debt and
possible business acquisitions. The Company may also use a portion of the
proceeds from the sale of any Currency Warrants (as defined under "Description
of Currency Warrants") to hedge currency risks with respect to such Currency
Warrants. Pending such applications, the Company will invest the net proceeds in
marketable securities.
The Company expects to engage in additional financings as the need arises.
The nature and amount of the Company's equity and long-term and short-term debt
and the proportionate amount of each will vary from time to time as a result of
business requirements, market conditions and other factors.
5
<PAGE> 7
SUMMARY FINANCIAL DATA
The following table sets forth selected consolidated financial data of the
Company. The selected consolidated financial data are derived from and should be
read in conjunction with the Consolidated Financial Statements of the Company
(including the notes thereto). With respect to the fiscal years presented,
audited consolidated financial statements are included in the Company's Annual
Report on Form 10-K for such periods and, with respect to the nine-month periods
ended October 2, 1998 and September 26, 1997, unaudited condensed consolidated
financial statements are included in the Company's Quarterly Reports on Form
10-Q for such periods. The interim data are not necessarily indicative of
results for the full year. In the opinion of management, all adjustments
consisting of normal recurring accruals considered necessary for a fair
presentation have been included.
<TABLE>
<CAPTION>
NINE MONTHS FISCAL YEAR
----------------- -------------------------------------------
1998 1997(A) 1997(A) 1996 1995 1994 1993
------- ------- ------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATIONS SUMMARY:
Net operating revenues........................ $10,173 $8,229 $11,278 $7,921 $6,773 $6,011 $5,465
Cost of sales................................. 6,380 5,179 7,096 4,896 4,267 3,703 3,372
------- ------ ------- ------ ------ ------ ------
Gross profit.................................. 3,793 3,050 4,182 3,025 2,506 2,308 2,093
Selling, delivery and administrative
expenses.................................... 3,054 2,455 3,462 2,480 2,038 1,868 1,708
------- ------ ------- ------ ------ ------ ------
Operating income.............................. 739 595 720 545 468 440 385
Interest expense, net......................... 517 377 536 351 326 310 328
Other nonoperating income (deductions), net... -- (6) (6) -- (6) (3) (2)
Gain on sale of bottling operations(C)........ -- -- -- -- 9 -- --
------- ------ ------- ------ ------ ------ ------
Income before income taxes.................... 222 212 178 194 145 127 55
Income taxes
Expense excluding rate change............... 75 80 65 80 63 58 30
Rate change charge (benefit)(B)............. (29) (58) (58) -- -- -- 40
------- ------ ------- ------ ------ ------ ------
Net income (loss)............................. 176 190 171 114 82 69 (15)
Preferred stock dividend requirements......... 1 2 2 8 2 2 --
------- ------ ------- ------ ------ ------ ------
Net income (loss) applicable to common
shareowners................................. $ 175 $ 188 $ 169 $ 106 $ 80 $ 67 $ (15)
======= ====== ======= ====== ====== ====== ======
OTHER OPERATING DATA:
Depreciation expense.......................... $ 526 $ 402 $ 566 $ 392 $ 318 $ 282 $ 254
Amortization expense.......................... 286 288 380 235 211 179 165
AVERAGE COMMON SHARES OUTSTANDING:(E)
Basic......................................... 393 382 383 373 386 386 387
Diluted....................................... 406 394 396 380 390 388 387
PER SHARE DATA:(E)
Basic net income (loss) per share applicable
to common share owners...................... 0.45 0.49 0.44 0.28 0.21 0.17 (0.04)
Dilutive net income (loss) per share
applicable to common share owners........... 0.43 0.48 0.43 0.28 0.20 0.17 (0.04)
Closing stock price........................... $ 24.81 $27.00 $35.56 $16.16 $ 8.97 $ 6.00 $ 5.09
RATIOS:(D)
Ratio of earnings to fixed charges............ 1.39 1.52 1.30 1.53 1.41 1.38 1.16
Ratio of earnings to combined fixed charges
and preferred stock dividends............... 1.39 1.51 1.30 1.47 1.40 1.37 1.16
PERIOD END FINANCIAL POSITION:
Property, plant and equipment, net............ $ 4,570 $3,687 $3,862 $2,812 $2,158 $1,963 $1,890
Franchises and other noncurrent
assets -- net............................... 13,529 11,732 11,812 7,103 5,924 5,965 6,046
Total assets.................................. 20,370 17,472 17,487 11,234 9,064 8,738 8,682
Long-term debt................................ 9,097 7,108 7,760 5,305 4,201 4,187 4,391
Shareowner equity............................. 2,159 1,763 1,782 1,550 1,435 1,339 1,260
</TABLE>
The Company acquired subsidiaries in each year presented and divested
subsidiaries in certain periods. Such transactions, except for the acquisitions
of Coca-Cola Beverages Ltd ("Coke Canada") and The Coca-Cola Bottling Company of
New York, Inc. ("Coke New York") in August 1997 and of Coca-Cola Schweppes &
Beverages Limited ("CCSB") in February 1997, and gains from the sale of certain
bottling operations, did not significantly affect the Company's operating
results in any one fiscal period. All acquisitions
6
<PAGE> 8
and divestitures have been included in or excluded from, as appropriate, the
consolidated operating results of the Company from their respective transaction
dates.
(A) The following table summarizes unaudited pro forms financial
information of the Company as if the following acquisitions were effective
January 1, 1997:
- Coke Canada
- Coke New York
- CCSB
<TABLE>
<CAPTION>
NINE FISCAL
MONTHS YEAR
------ -------
1997 1997
------ -------
<S> <C> <C>
Net Operating Revenues...................................... $9,328 $12,377
====== =======
Pro Forma Net Income Applicable to Common Share Owners...... $ 134 $ 115
====== =======
Pro Forma Basic Net Income Per Share Applicable to Common
Share Owners.............................................. $ 0.35 $ 0.30
====== =======
Pro Forma Diluted Net Income Per Share Applicable to Common
Share Owners.............................................. $ 0.34 $ 0.29
====== =======
</TABLE>
The effect of the following acquisitions were not considered in the
unaudited pro forma financial information presented above because they
are not significant to the Company's consolidated financial results:
Soutirages Luxembourgeois, CCBG Corporation and Texas Bottling Group,
Inc., The Coca-Cola Bottling Company of Bellingham, Great Plains
Bottlers and Canners, Inc., and Soo Coca-Cola Bottling, Inc.
(B) In July 1998 a one-time benefit of $29 million in income tax
benefit to decrease deferred income taxes resulted from a 1 percent
decrease in the corporate tax rate in the United Kingdom. In July 1997 a
one-time benefit of $58 million in income tax benefit to decrease deferred
income taxes resulted from a 2 percent decrease in the corporate tax rate
in the United Kingdom. In August 1993 a one-time charge of $40 million to
increase deferred income taxes resulted from a 1 percent increase in the
corporate marginal income tax rate in connection with the U.S. Omnibus
Budget Reconciliation Act of 1993.
(C) In January 1995 the Company sold its 50 percent ownership interest
in The Coca-Cola Bottling Company of the Mid South for a pre-tax gain of $9
million.
(D) The ratio of earnings to fixed charges has been determined by
dividing (a) income before income taxes and fixed charges by (b) fixed
charges. The ratio of earnings to combined fixed charges and preferred
stock dividends has been determined by dividing (a) income before income
taxes and fixed charges by (b) the sum of fixed charges and the Company's
preferred stock dividend requirements. Fixed charges consist of interest
expense, amortization of deferred debt charges, the portion of rent expense
representative of interest costs and preferred stock dividend requirements
of subsidiaries. Preferred stock dividends have been increased to an amount
representing the pre-tax earnings that would be required to satisfy such
dividend requirements.
(E) On May 1, 1997, the Company effected a 3-for-1 stock split. For
periods prior to the effective date of the stock split, outstanding shares,
per share data, and the closing stock price have been restated to reflect
the impact of the split. Also in 1997, the Company adopted SFAS 128,
"Earnings Per Share," and restated average common shares and per share data
beginning in 1988.
7
<PAGE> 9
THE SECURITIES
The Company will issue:
- senior debt securities ("Debt Securities"),
- warrants to purchase Debt Securities ("Debt Warrants"), and
- warrants to receive from the Company the cash value in U.S. dollars of
the right to purchase and sell either foreign currencies or units of two
or more currencies ("Currency Warrants").
The Debt Securities, Debt Warrants, and Currency Warrants are collectively
referred to herein as the "Securities".
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an indenture, dated as of July 30,
1991, as amended as of January 29, 1992 (the "Indenture"), between the Company
and the Chase Manhattan Bank (the "Trustee").
Selected provisions of the Debt Securities and the Indenture are summarized
below. The summary is not complete, but the form of the Indenture has been filed
as an exhibit to the registration statement, and you should read the Indenture
for provisions that may be important to you. See "Where To Find More
Information" for information on how to locate the Indenture and any supplemental
indentures that may be filed.
The Company may issue Debt Securities under the Indenture without
limitation as to aggregate principal amount. Each series of Securities may have
different terms. A prospectus supplement relating to any series of Debt
Securities being offered will include specific terms relating to the offering.
These terms will include the following:
- the title and type of the Debt Securities and the series of which such
Debt Securities will be a part,
- the aggregate principal amount,
- the date on which the Debt Securities are payable,
- the interest rate that the Debt Securities will bear,
- the interest payment dates for the Debt Securities and the record date
for the interest payable on any interest payment date,
- any redemption provisions,
- whether the Debt Securities are denominated or provide for payment in
United States dollars, a foreign currency or composite currency,
- whether payments of principal or interest may be determined pursuant to
any index, formula or other method,
- any sinking fund or other provisions that would obligate the Company to
repurchase or otherwise redeem the Debt Securities,
- whether the Debt Securities will be issued in registered or bearer form
or both,
- any special tax implications of the securities, including for any Debt
Securities offered with original issue discount, and
- any other terms of the Debt Securities.
The Debt Securities will be unsecured and will rank equally with all of the
Company's other unsecured and unsubordinated debt. However, because the Company
is a holding company, the right of holders of Debt Securities the Company to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is subject to the prior claims of
creditors of the subsidiary.
8
<PAGE> 10
Unless otherwise provided in the prospectus supplement for an offering,
payments on the Debt Securities will be made at the offices of the Trustee in
New York, New York, although the Company may make payments of interest by a
check mailed to the holders or by wire transfer to an account maintained by a
holder.
Federal income tax consequences and other special considerations applicable
to any Original Issue Discount Securities will be described in the Prospectus
Supplement relating thereto. "Original Issue Discount Securities" means any Debt
Securities that provide for an amount that is less than the stated principal
amount thereof (by more than a de minimis amount) to be due and payable upon a
declaration of acceleration of the Maturity thereof upon the occurrence of an
Event of Default and the continuation thereof. It is anticipated that the terms
of each series of Original Issue Discount Securities will provide that, upon
declaration of acceleration of the Maturity of any such series of Original Issue
Discount Securities, the Accreted Amount (as hereinafter defined) of such
Original Issue Discount Securities shall be due and payable. "Accreted Amount"
shall mean an amount in respect of each Original Issue Discount Security of the
affected series equal to the sum of (a) the issue price of such Original Issue
Discount Security as determined in accordance with Section 1273 of the Code, (b)
the aggregate of the portions of the original issue discount which shall
theretofore have accrued pursuant to Section 1272 of the Code (without regard to
Section 1272(a)(7) of the Code) from the date of issue of such Original Issue
Discount Security (i) for each six-month or shorter period ending on the
Interest Payment Date prior to the date of declaration of acceleration, and (ii)
for the shorter period, if any, from the end of the immediately preceding
six-month period, as the case may be, to the date of declaration of
acceleration, and (c) accrued interest to the date such Accreted Amount is paid
(without duplication of any amount set forth in (b) above); minus all amounts
theretofore paid in respect of such Original Issue Discount Security, which
amounts are considered as part of the "stated redemption price at maturity" of
such Original Issue Discount Security within the meaning of Section 1273(a)(2)
of the Code or any successor provision (whether such amounts paid were
denominated principal or interest).
Any money paid for principal of (and premium, if any) or any interest on
any Debt Security that remains unclaimed at the end of two years will be repaid
to the Company on demand, and afterwards the holder of the security may look
only to the Company for payment.
The Indenture provides the Company with the ability to "reopen" a previous
issue of a series of Debt Securities and issue additional Debt Securities of
such series in addition to the ability to issue Debt Securities with terms
different than those of Debt Securities previously issued.
DENOMINATION AND FORM
Securities of a series may be issued in registered or bearer form or both.
Debt Securities may be issuable in global form. Unless otherwise provided in a
prospectus supplement, registered securities ("Registered Securities")
denominated in U.S. dollars will be issued in denominations of $1,000 and bearer
securities ("Bearer Securities") denominated in U.S. dollars will be issued in
denominations of $5,000 with or without coupons. Debt Securities denominated in
a foreign or composite currency will specify the denominations.
If the Company issues certificated notes, they will be registered in the
name of the noteholder. The notes may be transferred or exchanged, pursuant to
administrative procedures in the Indenture, without a service charge and upon
payment of any taxes and other governmental charges, as described in the
Indenture.
PAYING AGENT
Unless otherwise indicated in an applicable prospectus supplement, payment
of principal (and premium, if any) and interest, if any, on Registered
Securities (other than a global Security ("Global Security") will be made at the
office of the Paying Agent. However, at the option of the Company, payment of
any interest may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the security register, or by wire
transfer to an account maintained by the person entitled thereto as specified in
the security register. Unless otherwise indicated in an applicable prospectus
supplement, payment of any installment of interest on Registered Securities will
be made to the person in whose name such Registered Security is registered at
the close of business on the record date for such interest payment.
9
<PAGE> 11
Unless otherwise indicated in an applicable prospectus supplement, the
principal office of the Trustee in the City of New York will be designated as
the Company's Paying Agent for payments with respect to Debt Securities which
are issuable solely as Registered Securities. Any Paying Agents outside the
United States and any other Paying Agents in the United States initially
designated by the Company for the Debt Securities will be named in the related
prospectus supplement. The Company may at any time designate additional Paying
Agents or rescind the designation of any Paying Agents or approve a change in
the office through which any Paying Agent acts, except that if Debt Securities
of a series are issuable only as Registered Securities, the Company will be
required to maintain a Paying Agent in each Place of Payment for such series.
The Company will be required to maintain a Paying Agent with respect to any
Bearer Securities of a series in a Place of Payment located outside the United
States where Debt Securities of such series and any coupons appertaining thereto
may be presented and surrendered for payment; provided that if the Debt
Securities of such series are listed on The Stock Exchange of the United Kingdom
and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock
exchange located outside of the United States and such stock exchange shall so
require, the Company will maintain a Paying Agent in London, Luxembourg or any
other required city located outside the United States as long as the Debt
Securities of such series are listed on such exchange.
All monies paid by the Company to a Paying Agent for the payment of
principal of (and premium, if any) and interest, if any, on any Debt Security
which remains unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to the Company, and
the Holder of such Debt Security or any coupon will thereafter look only to the
Company for payment thereof.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depository identified in an applicable prospectus supplement. Global
Securities may be issued in either registered or bearer form and in either
temporary or permanent form. Unless and until it is exchanged for Debt
Securities in definitive form, a temporary Global Security may not be
transferred except as a whole by the depository for such Global Security to a
nominee of such depository, by a nominee of such depository to such depository
or another nominee of such depository, or by such depository or any such nominee
to a successor of such depository or a nominee of such successor.
Upon the issuance of a Global Security, the depository for such Global
Security or its nominee will credit the accounts of persons held with it with
the respective principal amounts of the Debt Securities represented by such
Global Security. Such amounts shall be designated by the underwriters or agents
with respect to such Debt Securities or by the Company if such Debt Securities
are offered and sold directly by the Company. Ownership of beneficial interests
in a Global Security will be limited to persons that have amounts with the
depository for such Global Security or its nominee ("participants") or persons
that may hold interests through participants. Ownership of beneficial interests
in such Global Security will be shown on, and the transfer of that ownership
will be effected only through, records maintained by the depository (with
respect to participants' interests) for such Global Security or by participants
or persons that hold interests through participants (with respect to beneficial
owners' interests).
If any Securities are issuable in temporary or permanent global form, the
applicable prospectus supplement will describe the circumstances, if any, under
which beneficial owners of interests in the Global Security may obtain
definitive Debt Securities. Payments on a permanent global Debt Security will be
made in the manner described in the prospectus supplement.
REGISTRATION AND TRANSFER
Bearer Securities will be offered only to non-United States persons and to
offices located outside the United States of certain United States financial
institutions.
10
<PAGE> 12
In connection with its original issuance, no Bearer Security will be mailed
or otherwise delivered to any location in the United States. A Bearer Security
may be delivered in connection with its original issuance only if the person
entitled to receive such Bearer Security furnishes written certification, in a
form specified in the applicable prospectus supplement, to the effect that such
Bearer Security is not being acquired by or on behalf of a United States person
(as defined in the Code) or, if a beneficial interest in such Bearer Security is
being acquired by or on behalf of a United States person, that such United
States person is a financial institution which agrees to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Code.
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations. In addition, if Debt
Securities of any series are issuable as both Registered Securities and as
Bearer Securities and if so provided in an applicable prospectus supplement, at
the option of the Holder and subject to the terms of the Indenture, Bearer
Securities (with all unmatured coupons, except as provided below, and all
matured coupons in default) of such series will be exchangeable for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. Unless otherwise indicated in an
applicable prospectus supplement, any Bearer Security surrendered in exchange
for a Registered Security between (i) a Regular Record Date or a Special Record
Date and (ii) the relevant date for payment of interest, shall be surrendered
without the coupon relating to such date for payment of interest. Interest will
not be payable in respect of the Registered Security issued in exchange for such
Bearer Security but will be payable only to the Holder of such coupon when due
in accordance with the terms of the Indenture.
Debt Securities may be presented for exchange as provided above, and
Registered Securities (other than a Global Security) may be presented for
registration of transfer (with the form of transfer duly executed), at the
office of the Security Registrar or at the office of any transfer agent
designated by the Company for such purpose with respect to any series of Debt
Securities referred to in an applicable prospectus supplement, without service
charge and upon payment of any taxes and other governmental charges as described
in the Indenture. Such transfer or exchange will be effected upon the security
Registrar or such transfer agent, as the case may be, being satisfied with the
documents of title and identity of the person making the request. The Company
has initially appointed the Trustee as Security Registrar under the Indenture.
If a prospectus supplement refers to any transfer agents (in addition to the
Security Registrar) initially designated by the Company with respect to any
series of Debt Securities, the Company may at any time rescind the designation
of any such transfer agent or approve a change in the location through which any
such transfer agent acts, except that if Debt Securities of a series are
issuable only as Registered Securities, the Company will be required to maintain
a transfer agent in each Place of Payment for such series. If Debt Securities of
a series are issuable as Bearer Securities, the Company will be required to
maintain (in addition to the Security Registrar) a transfer agent in a Place of
Payment for such series located outside the United States. The Company may at
any time designate additional transfer agents with respect to any series of Debt
Securities.
In the event of any redemption in part, the Company shall not be required
to (i) register the transfer of or exchange Debt Securities of any series during
a period beginning at the opening of business 15 days before the day of the
selection of Debt Securities of that series for redemption and ending at the
close of business of the day of such selection; (ii) register the transfer of or
exchange any Registered Securities so selected for redemption in whole or in
part, except the unredeemed portion of any Registered Security being redeemed in
part; or (iii) exchange any Bearer Security so selected for redemption, except
with respect to Debt Securities of a series, that such Bearer Security may be
exchanged for a Registered Security of that series so long as such Registered
Security shall be immediately surrendered for redemption with written
instructions for payment consistent with the provisions of the Indenture.
Unless otherwise indicated in an applicable prospectus supplement, payment
of principal (and premium, if any) and interest, if any, on Bearer Securities
will be payable, subject to any applicable laws and regulations, at the offices
of such Paying Agents outside the United States as the Company may designate
from time to time. However, at the option of the Company, payment of any
interest may be made by check mailed to any address outside the United States or
by transfer to an account maintained by the payee outside the United States.
Unless otherwise indicated in an applicable prospectus supplement, payment of
interest on Bearer Securities on any Interest Payment Date will be made only
against surrender of the coupon relating to such
11
<PAGE> 13
Interest Payment Date. No payment with respect to any Bearer Security will be
made at any office or agency of the Company in the United States, by check
mailed to any address in the United States, or by transfer to an account
maintained in the United States. Payments will not be made in respect of Bearer
Securities or coupons appertaining thereto pursuant to presentation or any other
demand for payment to the Company or its designated Paying Agents within the
United States. Notwithstanding the foregoing, payment of principal of (and
premium, if any) and interest, if any, on Bearer Securities denominated and
payable in U.S. dollars will be made at the office of the Company's Paying Agent
in the United States if, and only if, payment of the full amount thereof in U.S.
dollars at all offices or agencies outside the United States is illegal or
effectively precluded by exchange controls or other similar restrictions.
The Indenture contains provisions for convening meetings of the holders of
Debt Securities of a series if Debt Securities of that series are issuable as
Bearer Securities. A meeting may be called at any time by the Trustee, and also,
upon request, by the Company or the holders of at least 10% in principal amount
of the outstanding Debt Securities of such series, in any such case upon notice.
Any resolution passed or decision taken at any meeting of holders of Debt
Securities of any series duly held in accordance with the Indenture will be
binding on all holders of Debt Securities of that series and the related
coupons. With certain exceptions, the quorum at any meeting called to adopt a
resolution, and at any reconvened meeting, will be persons holding or
representing a majority in principal amount of the outstanding Debt Securities
of a series.
CERTAIN COVENANTS IN THE INDENTURE
For your reference, see page 14 for definitions of the capitalized terms
used in the covenants described below.
Restrictions on Liens. The Company will not, nor will it permit any
Restricted Subsidiary to, create, incur, issue, assume, guarantee or allow to
exist any Secured Debt without effectively providing that the Debt Securities
will be secured equally and ratably with such Secured Debt. These restrictions
do not apply to debts secured by:
- Mortgages on property, shares of stock or indebtedness of any corporation
existing at the time such corporation becomes a Restricted Subsidiary;
- Mortgages on property or shares of stock existing at the time of
acquisition of such property or stock by the Company or a Restricted
Subsidiary or existing as of June 28, 1991;
- Mortgages to secure the payment of all or any part of the price of
acquisition, construction or improvement of such property or stock by the
Company or a Restricted Subsidiary, or to secure any Secured Debt
incurred by the Company or a Restricted Subsidiary, prior to, at the time
of, or within 90 days after, the later of the acquisition or completion
of construction (including any improvements on an existing property),
which Secured Debt is incurred for the purpose of financing all or any
part of the purchase price thereof or construction of improvements
thereon; provided, however, that, in the case of any such acquisition,
construction or improvement, the Mortgage shall not apply to any property
theretofore owned by the Company or a Restricted Subsidiary, other than,
in the case of any such construction or improvement, any theretofore
substantially unimproved real property on which the property or
improvement so constructed is located;
- Mortgages securing Secured Debt of a Restricted Subsidiary owing to the
Company or to another Restricted Subsidiary;
- Mortgages on property of a corporation existing at the time such
corporation is merged into or consolidated with the Company or a
Restricted Subsidiary or at the time of a sale, lease or other
disposition of the properties of a corporation or firm as an entirety or
substantially as an entirety to the Company or a Restricted Subsidiary;
- Mortgages on property of the Company or a Restricted Subsidiary in favor
of the United States of America or any state thereof, or any department,
agency or instrumentality or political subdivision of the United States
of America or any state thereof, or in favor of any other country or any
political
12
<PAGE> 14
subdivision thereof, or any department, agency or instrumentality of such
country or political subdivision, to secure partial progress, advance or
other payments pursuant to any contract or statute or to secure any
indebtedness incurred for the purpose of financing all or any part of the
purchase price or the cost of construction of the property subject to
such Mortgages; or
- Any extension, renewal or replacement (or successive extensions, renewals
or replacements) in whole or in part of any Mortgage referred to in this
summary of "Restrictions on Liens"; provided, however, that the principal
amount of Secured Debt secured thereby shall not exceed the principal
amount of Secured Debt so secured at the time of such extension, renewal
or replacement, and that such extension, renewal or replacement shall be
limited to all or a part of the property which secured the Mortgage so
extended, renewed or replaced (plus improvements and construction on such
property).
The Company and its Restricted Subsidiaries may, however, without securing
the Securities, create, incur, issue, assume or guarantee Secured Debt if, after
giving effect of the transaction, the aggregate of the Secured Debt then
outstanding (not including Secured Debt permitted under the above exceptions)
does not exceed 10% of the shareowners' equity of the Company as shown on the
consolidated financial statements of the Company as of the end of the preceding
fiscal year.
Restrictions on Sale and Leaseback Transactions. The Company will not, nor
will it permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction unless:
- the Company or such Restricted Subsidiary would be entitled to create,
incur, issue, assume or guarantee indebtedness secured by a Mortgage upon
such property at least equal in amount to the Attributable Debt in
respect of such arrangement without equally and ratably securing the Debt
Securities; provided, however, that from and after the date on which such
arrangement becomes effective, the Attributable Debt in respect of such
arrangement shall be deemed, for all purposes under the "Restrictions on
Liens" covenant above, to be Secured Debt subject to the provisions of
such covenant;
- since June 28, 1991 and within a period commencing twelve months prior to
the consummation of such Sale and Leaseback Transaction and ending twelve
months after the consummation of such Sale and Leaseback Transaction, the
Company or Restricted Subsidiary, as the case may be, has expended or
will expend for the Principal Property an amount equal to (A) the net
proceeds of such Sale and Leaseback Transaction, and the Company elects
to designate such amount as a credit against such Sale and Leaseback
Transaction, or (B) a part of the net proceeds of such Sale and Leaseback
Transaction and the Company elects to designate such amount as a credit
against such Sale and Leaseback Transaction and applies an amount equal
to the remainder of the net proceeds as provided in the following
paragraph; or
- such Sale and Leaseback Transaction does not come within the exceptions
provided by the first paragraph above under "Restrictions on Sale and
Leaseback Transactions" and the Company does not make the election
permitted by the second paragraph under "Restrictions on Sale and
Leaseback Transactions" or makes such election only as to a part of such
net proceeds, in either of which events the Company shall apply an amount
in cash equal to the Attributable Debt in respect of such arrangement
(less any amount elected under the second paragraph under "Restrictions
on Sale and Leaseback Transactions") to the retirement, within 90 days of
the effective date of any such arrangement, of indebtedness for borrowed
money of the Company or any Restricted Subsidiary (other than
indebtedness for borrowed money of the Company which is subordinated to
the Debt Securities) which by its terms matures at or is extendible or
renewable at the sole option of the obligor without requiring the consent
of the obligee to a date more than twelve months after the date of the
creation of such indebtedness for borrowed money (it being understood
that such retirement may be made by prepayment of such indebtedness for
borrowed money, if permitted by the terms thereof, as well as by payment
at maturity, and that at the option of the Company and pursuant to the
terms of the Indenture, such indebtedness may include the Debt
Securities).
13
<PAGE> 15
Restrictions on Consolidation, Merger or Sale. The Company may not
consolidate with or merge with or into, or transfer all or substantially all of
its assets to, any person unless:
- either the Company will be the resulting or surviving entity or the
resulting or surviving entity is a corporation organized and existing
under the laws of the United States, a state thereof or the District of
Columbia,
- the resulting or surviving entity expressly assumes, by supplemental
indenture satisfactory to the Trustee, all the obligations of the Company
under the Debt Securities and the Indenture, and
- immediately before and immediately after giving effect to such
transaction and treating any indebtedness which becomes an obligation of
the Company as a result of such transaction as having been incurred by
the Company at the time of such transaction, no Default or Event of
Default shall have occurred or be continuing.
Definitions. "Attributable Debt" in respect of a Sale and Leaseback
Transaction means the present value (discounted at the weighted average interest
rate borne by all Debt Securities outstanding at the time of such Sale and
Leaseback Transaction discounted semi-annually) of the obligation of a lessee
for net rental payments during the remaining term of any lease (including any
period for which such lease has been extended).
"Mortgage" or "Mortgages" means any mortgage, pledge, lien, security
interest or other encumbrances upon any Principal Property or on any shares of
stock or indebtedness of any Restricted Subsidiary (whether such Principal
Property, shares of stock or indebtedness are now owned or hereafter acquired).
"Principal Property" means each bottling plant or facility of the Company
or a Restricted Subsidiary located within the United States of America (other
than its territories and possessions) or Puerto Rico, except any such bottling
plant or facility which the Board of Directors of the Company by resolution
reasonably determines not to be of material importance to the total business
conducted by the Company and its Restricted Subsidiaries.
"Restricted Subsidiary" means any Subsidiary (i) substantially all of the
property of which is located, or substantially all of the business of which is
carried on, within the fifty states of the United States of America, the
District of Columbia or Puerto Rico and (ii) which owns or leases any Principal
Property.
"Sale and Leaseback Transaction" means any arrangement with any person
providing for the leasing by the Company or any Restricted Subsidiary of any
Principal Property whether such Principal Property is now owned or hereafter
acquired (except for temporary leases for a term, including renewals at the
option of the lessee, of not more than three years and except for leases between
the Company and a Restricted Subsidiary or between Restricted Subsidiaries),
which property has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such person with the intention of taking back a lease
of such property.
"Secured Debt" means notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed secured by any Mortgage.
"Subsidiary" means any corporation of which stock having by its terms
ordinary voting power to elect at least a majority of the board of directors of
such corporation (irrespective of whether or not at the time stock of any other
class or classes of such corporation shall have or might have voting power by
reason of the happening of any contingency) is at the time directly or
indirectly owned by the Company or by the Company and one or more Subsidiaries
or by one or more Subsidiaries.
EVENTS OF DEFAULT
Any of the following will be Events of Default with respect to Debt
Securities of a particular series:
- failure to pay interest or any other amount payable on a Debt Security
for 30 days;
- failure to pay any principal or premium on any Debt Security of that
series when due;
- failure to make any sinking fund payment, when due, in respect of any
Debt Security of that series;
14
<PAGE> 16
- failure to perform any other covenant in the Indenture for the benefit of
such series or in the Debt Securities of such series that continue for 60
days after written notice as provided in the Indenture;
- acceleration of any other indebtedness of the Company in excess of
$15,000,000 due to default;
- certain events of bankruptcy, insolvency or reorganization; and
- any other Event of Default specifically provided with respect to Debt
Securities of that series.
If an Event of Default for any series of Debt Securities occurs and
continues, either the Trustee or the holders of at least 25% in aggregate
principal amount of that series of Debt Securities may declare the entire
principal of all Debt Securities of that series to be due and payable
immediately. If this happens, subject to certain conditions, the holders of a
majority of the aggregate principal amount of that series of Debt Securities may
be able to rescind the declaration if the default has been remedied. If an Event
of Default resulting from certain events of bankruptcy, insolvency or
reorganization of the Company occurs, the entire principal of all Debt
Securities of all series will become due and payable immediately without any
declaration or any act on the part of the Trustee or the holders of Debt
Securities.
An Event of Default for a particular series of Debt Securities does not
necessarily constitute an Event of Default for any other series of Debt
Securities issued under the Indenture. It is possible for an Event of Default to
occur with respect to one or more series of Debt Securities while other series
are not affected.
Within 90 days after a default for any series of Debt Securities occurs,
the Trustee must notify the holders of Debt Securities of that series of the
default if it is known to the Trustee and the Company has not remedied it (a
default means the events specified above without the grace periods or notice).
The Trustee may withhold notice to the holders of such Debt Securities of any
default (except in the payment of principal or interest) if it in good faith
considers such withholding to be in the best interests of the holders. The
Company is required to file an annual certificate with the Trustee, signed by an
officer, about any default by the Company under any provisions of the Indenture.
Other than its duties in case of a default, a Trustee is not obligated to
exercise any of its rights or powers under the Indenture at the request, order
or direction of any holders, unless the holders offer the Trustee indemnity
satisfactory to the Trustee. If they provide this indemnification satisfactory
to the Trustee, the holders of a majority in principal amount of any series of
Debt Securities may direct the time, method and place of conducting any
proceeding or any remedy available to the Trustee, or exercising any power
conferred upon the Trustee, for any series of Debt Securities, provided that
such direction must not be in conflict with any law or the Indenture. Before
exercising any right or power under the Indenture at the direction of such
holders, the Trustee will be entitled to receive from such holders reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in complying with any such direction.
MODIFICATION AND WAIVER
The Company and the Trustee may modify or amend the Indenture with the
consent of 66 2/3% in principal amount of the outstanding Debt Securities of
each series affected, except that no such modification or amendment may make any
of the following changes without the consent of each holder affected:
- change the maturity of any installment of principal of, or interest on,
any Debt Security or any premium payable on the redemption price;
- reduce the principal amount of, or the interest payable on, any Security;
- change the coin or currency of any payment of principal, any premium,
interest on any Debt Security;
- impair the right to institute suit for the enforcement of any payment on
or with respect to any Debt Security;
- reduce the percentage of holders required to consent to a modification;
or
- modify the provisions above dealing with modification, except to increase
any such percentage, and except to provide that other provisions of the
Indenture cannot be modified or amended without the consent of the holder
of each outstanding Debt Security affected thereby.
15
<PAGE> 17
Except with respect to defaults in payment or deposit of any sinking fund
payment, the holders of at least a majority in principal amount of outstanding
Debt Securities of any series may, with respect to such series, waive past
defaults under the Indenture and waive compliance by the Company with certain
provisions of the Indenture.
SATISFACTION AND DISCHARGE OF INDENTURE
The Indenture generally provides that the Company may terminate its
obligations under the Indenture with respect to a particular series of Debt
Securities if all the Debt Securities of such series previously authenticated
and delivered (other than lost, destroyed or stolen Debt Securities of such
series that have been replaced or paid) have been delivered to the Trustee for
cancellation and the Company has paid all sums payable by it thereunder or if
(i) the Debt Securities of a particular series have matured or will mature
within one year or all of them are to be called for redemption within one year
under arrangements satisfactory to the Trustee for giving the notice of
redemption and (ii) the Company irrevocably deposits with the Trustee money
sufficient to pay principal of and interest on such Debt Securities that are due
or will become due upon redemption or maturity, as the case may be, and to pay
all other sums payable by it thereunder. In such case, holders of such Debt
Securities must look to the deposited money for payment.
CONCERNING THE TRUSTEE
The Chase Manhattan Bank, New York, New York, is the Trustee under the
Indenture. The Company maintains banking relationships in the ordinary course of
business with The Chase Manhattan Bank.
DESCRIPTION OF DEBT WARRANTS
The Debt Warrants are to be issued under Debt Warrant Agreements between
the Company and a bank or trust company, as Debt Warrant Agent, as set forth in
a prospectus supplement. Selected provisions of the Debt Warrant Agreement and
warrant certificates are summarized below. The summary is not complete, but a
copy of the form of Debt Warrant Agreement, including certain alternative
provisions, has been filed as an exhibit to the Registration Statement. See
"Where To Find More Information" for information on how to locate the Debt
Warrant Agreement.
GENERAL
The applicable prospectus supplement will describe the terms of Debt
Warrants offered thereby, including the following:
- the aggregate principal amount and terms of the Debt Securities
purchasable upon exercise of such Debt Warrants and the procedures and
conditions relating to the exercise of such Debt Warrants;
- the designation and terms of any related Debt Securities with which such
Debt Warrants are issued and the number of such Debt Warrants issued with
each such Debt Security;
- the date, if any, when such Debt Warrants and the related Debt Securities
will be separately transferable;
- the principal amount of Debt Securities purchasable upon exercise of each
Debt Warrant and the exercise price;
- the date when the right to exercise such Debt Warrants begins and ends;
- a discussion of material federal income tax considerations, if any; and
- whether the Debt Warrants will be issued in registered or bearer form,
and, if registered, where they may be transferred and registered.
Debt Warrant Certificates will be exchangeable for new Debt Warrant
Certificates of different denominations and Debt Warrants may be exercised at
the corporate trust office of the Debt Warrant Agent or any other office
indicated in the prospectus supplement. Prior to the exercise of their Debt
Warrants, Holders
16
<PAGE> 18
of Debt Warrants will not have any of the rights of holders of the Debt
Securities purchasable upon such exercises and will not be entitled to payments
of principal of (and premium, if any) or interest, if any, on the Debt
Securities purchasable upon such exercise.
EXERCISE OF DEBT WARRANTS
Each Debt Warrant will entitle the Holder to purchase for cash such
principal amount of Debt Securities at such exercise price as shall in each case
be set forth in, or be determinable as set forth in, the prospectus supplement
relating to the Debt Warrants offered thereby. Debt Warrants may be exercised at
any time up to the close of business on the expiration date set forth in the
prospectus supplement relating to the Debt Warrants offered thereby. After the
close of business on the expiration date, unexercised Debt Warrants will become
void.
Debt Warrants may be exercised as set forth in the prospectus supplement
relating to the Debt Warrants offered thereby. Upon receipt of payment and the
Debt Warrant Certificate properly completed and duly executed at the corporate
trust office of the Debt Warrant Agent or any other office indicated in the
prospectus supplement, the Company will, as soon as practicable, forward the
Debt Securities purchasable upon such exercise. If less than all of the Debt
Warrants represented by such Debt Warrant Certificate are exercised, a new Debt
Warrant Certificate will be issued for the remaining amount of Debt Warrants.
DESCRIPTION OF CURRENCY WARRANTS
Currency Warrants may be in the form of either: (i) Currency Put Warrants
giving the holders the right to receive from the Company the cash settlement
value in U.S. dollars of the right to sell a specified amount of a specified
foreign currency or currency units for a specified amount of U.S. dollars or
(ii) Currency Call Warrants giving the holders the right to receive from the
Company the cash settlement value in U.S. dollars of the right to purchase a
specified amount of a specified foreign currency or units of two or more
currencies for a specified amount of U.S. dollars. The spot exchange rate of the
applicable base currency, as compared to the U.S. dollar, will determine whether
the Currency Warrants have a cash settlement value on any given day prior to
their expiration.
The Currency Warrants are to be issued under a Currency Warrant Agreement
between the Company and a bank or trust company, as Currency Warrant Agent (the
"Currency Warrant Agent"), all as shall be set forth in the applicable
prospectus supplement. Selected provisions of the Currency Warrant Agreement and
warrant certificates are summarized below. The summary is not complete, but a
copy of the form of Currency Warrant Agreement, is filed as an exhibit to the
Registration Statement. See "Where To Find More Information" for information on
how to locate the Currency Warrant Agreement.
GENERAL
The applicable prospectus supplement will describe the terms of Currency
Warrants offered thereby, including the following:
- whether Currency Put Warrants or Currency Call Warrants will be offered;
- the formula for determining the cash settlement value, if any, of each
Currency Warrant;
- the procedures and conditions relating to the exercise of such Currency
Warrants;
- when the Currency Warrants will be deemed to be automatically exercised;
- any minimum number of Currency Warrants which must be exercised at any
one time;
- the dates the right to exercise such Currency Warrants will begin and
end; and
- a discussion of material federal income tax considerations, if any.
17
<PAGE> 19
BOOK-ENTRY PROCEDURES AND SETTLEMENT
Except as may otherwise be provided in an applicable prospectus supplement,
the Currency Warrants will be issued in book-entry form represented by a global
Currency Warrant Certificate registered in the name of a depository or its
nominee. Holders will not be entitled to receive definitive certificates
representing Currency Warrants. A Holder's ownership of a Currency Warrant will
be recorded on or through the records of the brokerage firm or other entity that
maintains such Holder's account. In turn, the total number of Currency Warrants
held by an individual brokerage firm for its clients will be maintained on the
records of the depository in the name of such brokerage firm or its agent.
Transfer of ownership of any Currency Warrant will be effected only through the
selling holder's brokerage firm.
The Cash Settlement Value will be paid by the Currency Warrant Agent to the
depository. The depository will be responsible for crediting the amount of such
payments to the accounts of participants or indirect participants in accordance
with its standard procedures. Each participant or indirect participant will be
responsible for disbursing such payments to the Holders that it represents and
to each brokerage firm for which it acts as agent. Each such brokerage firm will
be responsible for disbursing funds to the Holders that it represents.
EXERCISE OF CURRENCY WARRANTS
Except as may otherwise be provided in an applicable prospectus supplement,
each Currency Warrant will entitle the Holder to receive the Cash Settlement
Value of such Currency Warrant on the applicable Exercise Date, in each case as
such terms will be defined in the applicable prospectus supplement. If not
exercised prior to 3:00 P.M., New York City time, on the fifth New York Business
Day preceding the expiration date, Currency Warrants will be deemed
automatically exercised on the expiration date.
LISTING
Except as may otherwise be provided in an applicable prospectus supplement,
each issue of Currency Warrants will be listed on a national securities
exchange, subject only to official notice of issuance, as a condition of sale of
any such Currency Warrants. In the event that the Currency Warrants are delisted
from, or permanently suspended from trading on, such exchange, the expiration
date for such Currency Warrants will be the date such delisting or trading
suspension becomes effective and Currency Warrants not previously exercised will
be deemed automatically exercised on such expiration date. The applicable
Currency Warrant Agreement will contain a covenant of the Company not to seek
delisting of the Currency Warrants, or suspension of their trading, on such
exchange.
PLAN OF DISTRIBUTION
The Company may sell the Securities: (i) through underwriters or dealers,
(ii) directly to purchasers, and (iii) through agents. Any such underwriter,
dealer or agent may be deemed to be an underwriter within the meaning of the
Securities Act of 1933.
The Company may authorize the underwriters to solicit offers by certain
institutions to purchase Securities from the Company pursuant to delayed
delivery contracts providing for payment and delivery on the date stated in the
prospectus supplement. Each such contract will be for an amount not less than
the amount specified in such prospectus supplement, and unless the Company
otherwise agrees, the aggregate principal amount of Securities sold pursuant to
such contracts will not be more than the respective amounts stated in the
prospectus supplement.
The Company may have agreements to indemnify the underwriters, dealers and
agents against certain civil liabilities, including liabilities under the
Securities Act of 1933, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make.
18
<PAGE> 20
Underwriters, dealers and agents may engage in transactions with, or
perform services for, the Company in the ordinary course of business.
Each underwriter, dealer and agent participating in the distribution of any
Securities that are issuable as Bearer Securities will agree that it will not
offer, sell or deliver, directly or indirectly, Bearer Securities in the United
States or to United States persons (other than qualifying financial
institutions) in connection with the original issuance of such Securities.
LEGAL MATTERS
The legality of the Securities has been passed upon for the Company by
Lowry F. Kline, Executive Vice President and General Counsel of the Company, who
as to matters of New York law has relied upon the opinion of Cleary, Gottlieb,
Steen & Hamilton, New York, New York. Mr. Kline also owns shares of the
Company's common stock and options to purchase shares of the Company's common
stock.
EXPERTS
The consolidated financial statements and schedule of Coca-Cola Enterprises
Inc. appearing in or incorporated by reference in Coca-Cola Enterprises Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1997, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon included or incorporated by reference therein and incorporated
herein by reference. Such consolidated financial statements and schedule have
been incorporated herein by reference in reliance upon such reports given upon
the authority of such firm as experts in accounting and auditing.
WHERE TO FIND MORE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement under the Securities Act of 1933, as
amended, with respect to the Securities offered hereby. This prospectus is part
of that registration statement. As permitted by the Commission's rules, this
prospectus does not contain all of the information set forth in the registration
statement or the exhibits to the registration statement.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended. As a result, the Company files reports and
other information with the Commission. The public may read and copy any reports,
proxy and information statements and other information filed by the Company can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following Regional Offices of the Commission: Chicago Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and New York Regional Office, 7 World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission maintains a Web site that contains reports,
proxy and information statements and other information regarding registrants,
like the Company, that file electronically. The address of such site is
(http://www.sec.gov). The Company's Common Stock is listed on The New York Stock
Exchange, and such reports, proxy and information statements and other
information concerning the Company may also be inspected at the offices of The
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. The
Company makes additional information available at its web site,
"http://www.cokecce.com".
19
<PAGE> 21
The following documents are incorporated by reference in this prospectus:
- the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997,
- the Company's Quarterly Reports on Form 10-Q for the quarters ended April
3, 1998, July 3, 1998, and October 2, 1998,
- the Company's Current Reports on Form 8-K dated January 5, 1998, January
6, 1998, January 20, 1998, January 20, 1998, April 17, 1998, April 21,
1998, May 13, 1998, June 5, 1998, July 3, 1998, August 10, 1998,
September 8, 1998, September 18, 1998, October 2, 1998, and October 30,
1998.
- the description of the Company's Common Stock set forth in the Company's
Registration Statement (File No. 01-09300) filed pursuant to Section 12
of the Exchange and any amendment or report filed for the purpose of
updating any such description.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
and prior to the termination of the offering of the securities are also
incorporated by reference into this prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this prospectus and the prospectus supplement is
delivered, on written or oral request of such person, a copy of any or all of
the foregoing documents incorporated by reference into this prospectus (without
exhibits to such documents other than exhibits specifically incorporated by
reference into such documents). Requests for such copies should be directed to
the office of the Treasurer, Coca-Cola Enterprises Inc., 2500 Windy Ridge
Parkway, Suite 700, Atlanta, Georgia 30339; telephone number (770) 989-3051.
20
<PAGE> 22
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses in connection with the issuance
and distribution of the Securities being registered. All amounts except the SEC
registration fee are estimates.
<TABLE>
<S> <C>
SEC registration fee........................................ $ 737,500
Fees and expenses of accountants............................ 375,000
Fees and expenses of counsel................................ 300,000
Fees and expenses of Trustee and Warrant Agent.............. 60,000
Printing and engraving expenses............................. 116,000
Rating agency fees.......................................... 500,000
Miscellaneous............................................... 11,500
----------
Total............................................. $2,100,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Sixth of the Registrant's Restated Certificate of Incorporation
provides for the elimination of personal liability of directors of the
Registrant for monetary damages for breaches of certain of their fiduciary
duties to the full extent permitted by Section 102(b)(7) of the General
Corporation Law of Delaware (the "GCL"). Section 102(b)(7) of the GCL enables a
corporation in its certificate of incorporation to eliminate or limit the
personal liability of members of its board of directors to the corporation or
its shareholders for monetary damages for violations of a director's fiduciary
duty of care. Such a provision has no effect on the availability of equitable
remedies, such as an injunction or rescission, for breach of fiduciary duty. In
addition, no such provision may eliminate or limit the liability of a director
for breaching his duty of loyalty, failing to act in good faith, engaging in
intentional misconduct or knowingly violating the law, paying an unlawful
dividend or approving an illegal stock repurchase in violation of the statute,
or obtaining an improper personal benefit.
Article Eleventh of the Registrant's Restated Certificate of Incorporation
provides for indemnification of directors, officers and employees to the extent
permitted by the GCL. Section 145 of the GCL authorizes indemnification of
directors, officers, employees and agents from and against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement reasonably
incurred by them in connection with any civil, criminal, administrative or
investigative claim or proceeding (including civil actions brought as derivative
actions by or in the right of the corporation but only to the extent of expenses
reasonably incurred in defending or settling such action) in which they may
become involved by reason of being a director, officer, employee or agent of the
corporation. The section permits indemnification if the individual acted in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interest of the corporation and, in addition, in criminal actions, if
he had no reasonable cause to believe his conduct to be unlawful. If, in an
action brought by or in the right of the corporation, the individual is adjudged
to be liable to the corporation, he may be indemnified for expenses only to the
extent that the court finds to be proper. Present or former directors or
officers who are successful in defense of any claim against them are entitled to
indemnification as of right against expenses reasonably incurred in connection
therewith. Otherwise, with respect to current directors or officers,
indemnification shall be made (unless otherwise ordered by a court) only if a
majority of the disinterested directors, a committee of disinterested directors,
independent legal counsel or the stockholders determine that the applicable
standard of conduct has been met. Section 145 authorizes such indemnity for
persons who, at the request of the corporation, act as directors, officers,
employees or agents of other corporations, partnerships or other enterprises.
The Registrant maintains directors and officers liability insurance which
insures against liabilities that directors or officers of the Registrant may
incur in such capacities.
II-1
<PAGE> 23
ITEM 16. EXHIBITS
The following exhibits are filed as part of or incorporated by reference in
this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S> <C>
1.1 -- Form of Underwriting Agreement for Senior Debt Securities,
Debt Warrants and Currency Warrants, including forms of
Terms Agreement and Delayed Delivery -- incorporated herein
by reference to Exhibit 1.01 to the Company's Current Report
on Form 8-K (Date of Report September 25, 1996).
1.2 -- Amended and Restated Distribution Agreement dated as of
November 6, 1992 between the Company and Shearson Lehman
Brothers Inc. and Salomon Brothers Inc, as Agents, relating
to the offer and sale of Medium-Term Notes of the
Company -- incorporated herein by reference to Exhibit 1.1
to the Company's Current Report on Form 8-K (Date of Report
November 6, 1992).
1.3 -- Form of Agreement Relating to Purchase of Notes with respect
to purchases of the Company's Medium-Term Notes as principal
by persons other than Shearson Lehman Brothers Inc. and
Salomon Brothers Inc -- incorporated herein by reference to
Exhibit 1.3 to the Company's Registration Statement on Form
S-3, No. 33-62757.
4.1 -- Indenture dated as of July 30, 1991 between the Company and
The Chase Manhattan Bank, formerly known as Chemical Bank
(as successor by merger to Manufacturers Hanover Trust
Company), as Trustee -- incorporated herein by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K
(Date of Report July 30, 1991).
4.2 -- First Supplemental Indenture dated as of January 29, 1992
between the Company and The Chase Manhattan Bank, formerly
known as Chemical Bank (as successor by merger to
Manufacturers Hanover Trust Company) -- incorporated herein
by reference to Exhibit 4.01 to the Company's Current Report
on Form 8-K (Date of Report January 29, 1992).
4.3 -- Form of Debt Warrant Agreement -- incorporated herein by
reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-3, No. 33-32067.
4.4 -- Form of Currency Warrant Agreement -- incorporated herein by
reference to Exhibit 4.3 to the Company's Registration
Statement on Form S-3, No. 33-32067.
4.5 -- Form of Fixed Rate Medium Term Note -- incorporated herein
by reference to Exhibit 4.4 to the Company's Registration
Statement on Form S-3, No. 33-41911.
4.6 -- Form of Floating Rate Medium Term Note -- incorporated
herein by reference to Exhibit 4.5 to the Company's
Registration Statement on Form S-3, No. 33-41911.
5.1 -- Opinion of Lowry F. Kline re legality of Securities -- filed
herewith.
5.2 -- Opinion of Cleary, Gottlieb, Steen & Hamilton re legality of
Securities -- filed herewith.
12 -- Statements re Computation of Ratios -- filed herewith.
23.1 -- Consent of Lowry F. Kline (included as part of Exhibit 5.1).
23.2 -- Consent of Cleary, Gottlieb, Steen & Hamilton (included as
part of Exhibit 5.2).
23.3 -- Consent of Ernst & Young LLP -- filed herewith.
24 -- Powers of Attorney -- filed herewith.
25 -- Form T-l Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of The Chase Manhattan
Bank-- filed herewith.
</TABLE>
II-2
<PAGE> 24
ITEM 17. UNDERTAKINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the Securities offered
therein, and the offering of such Securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the Securities being registered which remain unsold at the
termination of the offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the Securities offered therein and the
offering of such Securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the Company pursuant to the provisions referred to in Item 15 of this
Registration Statement, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the Securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 9th day of
December, 1998.
COCA-COLA ENTERPRISES INC.
By: /s/ JOHN R. ALM
------------------------------------
John R. Alm
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ HENRY A. SCHIMBERG President and Chief December 9, 1998
- ----------------------------------------------------- Executive Officer and a
Henry A. Schimberg Director (principal
executive officer)
/s/ JOHN R. ALM Executive Vice President December 9, 1998
- ----------------------------------------------------- and Chief Financial
John R. Alm Officer (principal
financial officer)
/s/ O. MICHAEL WHIGHAM Vice President and December 9, 1998
- ----------------------------------------------------- Controller (principal
O. Michael Whigham accounting officer)
/s/ S. K. JOHNSTON, JR.* Chairman and a Director December 9, 1998
- -----------------------------------------------------
S. K. Johnston, Jr.
/s/ HOWARD G. BUFFETT* Director December 9, 1998
- -----------------------------------------------------
Howard G. Buffett
/s/ JOHN L. CLENDENIN* Director December 9, 1998
- -----------------------------------------------------
John L. Clendenin
/s/ JOHNNETTA B. COLE* Director December 9, 1998
- -----------------------------------------------------
Johnnetta B. Cole
/s/ J. TREVOR EYTON* Director December 9, 1998
- -----------------------------------------------------
J. Trevor Eyton
/s/ JOSEPH R. GLADDEN, JR.* Director December 9, 1998
- -----------------------------------------------------
Joseph R. Gladden, Jr.
/s/ CLAUS M. HALLE* Director December 9, 1998
- -----------------------------------------------------
Claus M. Halle
/s/ L. PHILLIP HUMANN* Director December 9, 1998
- -----------------------------------------------------
L. Phillip Humann
/s/ JOHN E. JACOB* Director December 9, 1998
- -----------------------------------------------------
John E. Jacob
/s/ ROBERT A. KELLER* Director December 9, 1998
- -----------------------------------------------------
Robert A. Keller
</TABLE>
II-4
<PAGE> 26
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JEAN-CLAUDE KILLY* Director December 9, 1998
- -----------------------------------------------------
Jean-Claude Killy
/s/ S. L. PROBASCO, JR.* Director December 9, 1998
- -----------------------------------------------------
S. L. Probasco, Jr.
*By: /s/ LOWRY F. KLINE
------------------------------------------------
Lowry F. Kline
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 27
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
<C> <C> <S> <C>
1.1 -- Form of Underwriting Agreement for Senior Debt Securities,
Debt Warrants and Currency Warrants, including forms of
Terms Agreement and Delayed Delivery
Contract -- incorporated herein by reference to Exhibit 1.01
to the Company's Current Report on Form 8-K (Date of Report
September 25, 1996).
1.2 -- Amended and Restated Distribution Agreement dated as of
November 6, 1992 between the Company and Shearson Lehman
Brothers Inc. and Salomon Brothers Inc, as Agents, relating
to the offer and sale of Medium-Term Notes of the
Company -- incorporated herein by reference to Exhibit 1.1
to the Company's Current Report on Form 8-K (Date of Report
November 6, 1992).
1.3 -- Form of Agreement Relating to Purchase of Notes with respect
to purchases of the Company's Medium-Term Notes as principal
by persons other than Shearson Lehman Brothers Inc. and
Salomon Brothers Inc -- incorporated herein by reference to
Exhibit 1.3 to the Company's Registration Statement on Form
S-3, No. 33-62757.
4.1 -- Indenture dated as of July 30, 1991 between the Company and
The Chase Manhattan Bank formerly known as Chemical Bank
(successor by merger to Manufacturers Hanover Trust
Company), as Trustee -- incorporated herein by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K
(Date of Report July 30, 1991).
4.2 -- First Supplemental Indenture dated as of January 29, 1992
between the Company and The Chase Manhattan Bank formerly
known as Chemical Bank (successor by merger to Manufacturers
Hanover Trust Company) -- incorporated herein by reference
to Exhibit 4.01 to the Company's Current Report on Form 8-K
(Date of Report January 29, 1992).
4.3 -- Form of Debt Warrant Agreement -- incorporated herein by
reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-3, No. 33-32067.
4.4 -- Form of Currency Warrant Agreement -- incorporated herein by
reference to Exhibit 4.3 to the Company's Registration
Statement on Form S-3, No. 33-32067.
4.5 -- Form of Fixed Rate Medium Term Note -- incorporated herein
by reference to Exhibit 4.4 to the Company's Registration
Statement on Form S-3, No. 33-41911.
4.6 -- Form of Floating Rate Medium Term Note -- incorporated
herein by reference to Exhibit 4.5 to the Company's
Registration Statement on Form S-3, No. 33-41911.
5.1 -- Opinion of Lowry F. Kline re legality of Securities -- filed
herewith.
5.2 -- Opinion of Cleary, Gottlieb, Steen & Hamilton re legality of
Securities -- filed herewith.
12 -- Statements re Computation of Ratios -- filed herewith.
23.1 -- Consent of Lowry F. Kline (included as part of Exhibit 5.1).
23.2 -- Consent of Cleary, Gottlieb, Steen & Hamilton (included as
part of Exhibit 5.2).
23.3 -- Consent of Ernst & Young LLP -- filed herewith.
24 -- Powers of Attorney -- filed herewith.
25 -- Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of The Chase Manhattan
Bank -- filed herewith.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
Coca-Cola Enterprises Inc.
Lowry F. Kline P.O. Box 723040
Executive Vice President Atlanta, GA 31139
and 770 989-3004
General Counsel 770 989-3784 Fax
December 10, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Coca-Cola Enterprises Inc.;
Registration Statement on Form S-3
Gentlemen:
I have acted as counsel to Coca-Cola Enterprises Inc. (the "Company") in
connection with the filing by the Company of a Registration Statement on Form
S-3 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") relating to the proposed public offering and sale of up to
$3,020,500,000 aggregate principal amount of the Company's senior debt
securities (the "Debt Securities"), warrants to purchase Debt Securities (the
"Debt Warrants") and warrants to receive from the Company the cash value in
U.S. dollars of the right to purchase and to sell such foreign currencies or
units of two or more currencies as shall be designated by the Company at the
time of offering (the "Currency Warrants"). The Debt Securities, Debt Warrants
and Currency Warrants are collectively called the "Securities." The Debt
Securities will be issued under an Indenture (the "Indenture") dated as of July
30, 1991, as amended by a First Supplemental Indenture dated as of January 29,
1992, between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company),
as Trustee. The Debt Warrants and/or Currency Warrants (together, the
"Warrants") will be issued under warrant agreements ("Warrant Agreements")
between the Company and a Warrant Agent.
The opinions set forth in numbered paragraphs 1 and 2 below are given to the
Commission pursuant to Item 16 of Form S-3 and Item 601(b)(5) of Regulation
S-K. All capitalized terms not otherwise defined herein have the same meanings
as defined in the Registration Statement.
In rendering the opinions set forth in numbered paragraphs 1 and 2 below, I
have examined such agreements, documents, instruments and records as I deemed
necessary or appropriate under the circumstances for me to express such
opinions. In rendering such opinions, I also have assumed that (i) the
Indenture has been duly authorized, executed and delivered by the Trustee, (ii)
prior to the offering and sale of Debt Securities, the officers of the Company
duly authorized by the Company's Board of Directors or a committee thereof will
authorize by proper corporate action the terms of and the prices at which the
Debt Securities are to be issued and sold pursuant to the terms of the
Indenture, and (iii) prior to the offering and sale of Warrants, the officers
<PAGE> 2
of the Company duly authorized by the Company's Board of Directors or a
committee thereof and the applicable Warrant Agent will authorize by proper
corporate action the terms of the Warrant Agreements and that the Warrant
Agreements will be duly executed and delivered by the Company and by the
applicable Warrant Agent.
With regard to the opinions set forth in numbered paragraphs 1 and 2 below,
insofar as they relate to the Debt Securities and the Warrants as valid, binding
and enforceable obligations of the Company, I have relied solely upon an opinion
letter dated December 10, 1998 from Cleary, Gottlieb, Steen & Hamilton, New
York, New York, with respect to all matters of New York law related thereto.
1. The Debt Securities, when duly executed by the Company and authenticated by
the Trustee in accordance with the Indenture and delivered to and paid for by
the purchasers thereof, will be legally issued and will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms and entitled to the benefits of the Indenture,
except to the extent that the enforcement thereof may be limited by (A)
bankruptcy, insolvency, reorganization, moratorium and other laws now or
hereafter in effect relating to creditors' rights generally and (B) general
principles of equity (regardless of whether enforcement is considered in a
proceeding at law or in equity).
2. The Warrants, when duly executed by the Company and countersigned by the
Warrant Agent in accordance with the applicable Warrant Agreement and delivered
to and paid for by the purchasers thereof, will be legally issued and will
constitute valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms and entitled to the benefits of the
applicable Warrant Agreement, except to the extent that the enforcement thereof
may be limited by (A) bankruptcy, insolvency, reorganization, moratorium and
other laws now or hereafter in effect relating to creditors' rights generally
and (B) general principles of equity (regardless of whether enforcement is
considered in a proceeding at law or in equity).
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and I hereby consent to the reference made to me under
the heading "Legal Matters" set forth in the prospectus forming a part of the
Registration Statement. In giving such consent, I do not thereby admit that I
am in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.
Very truly yours,
/s/ Lowry F. Kline
Lowry F. Kline
<PAGE> 1
Exhibit 5.2
[CLEARY, GOTTLIEB, STEEN & HAMILTON LETTERHEAD]
ONE LIBERTY PLAZA
NEW YORK, NY 10006-1470
(212)225-2000
FACSIMILE (212) 225-3999
Coca-Cola Enterprises Inc.
2500 Windy Ridge Parkway
Atlanta, Georgia 30339
December 10, 1998
Ladies and Gentlemen:
We have acted as special counsel to Coca-Cola Enterprises Inc., a
Delaware corporation (the "Company"), in connection with the filing by the
Company of a Registration Statement on Form S-3 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission") relating to the
proposed public offering and sale of up to $3,020,500,000 aggregate offering
amount of its debt securities (the "Debt Securities"), warrants to purchase debt
securities (the "Debt Warrants") and warrants to receive from the Company the
cash value in U.S. dollars of the right to purchase or to sell such foreign
currencies or units of two or more currencies as shall be designated by the
Company at the time of the offering (the "Currency Warrants"). The Debt
Securities, Debt Warrants and Currency Warrants are sometimes collectively
referred to herein as the "Securities." Unless otherwise provided in any
prospectus supplement forming a part of the Registration Statement relating to a
particular series of Debt Securities, the Securities will be issued under an
Indenture, dated as of July 30, 1991, as amended by the First Supplemental
Indenture dated as of January 29, 1992 (the "Indenture") between the Company and
The Chase Manhattan Bank, formerly known as Chemical Bank (as successor by
merger to Manufacturers Hanover Trust Company), as trustee (the "Trustee"). The
Debt Warrants and/or the Currency Warrants (collectively, the "Warrants") will
be issued under warrant agreements (the "Warrant Agreements") between the
Company and the warrant agent.
In connection with the foregoing, we have examined and are familiar
with (i) the Registration Statement of the Company on Form S-3 relating to the
Securities Act of 1933; (ii) the preliminary prospectus dated the date hereof
(which pursuant to Rule 429 under the Securities Act of 1933 (the "Act"), is a
combined prospectus which meets the requirements under the Act for use in
connection with securities registered under the Registration Statement and the
registration statement on Form S-3; (iii) the Indenture filed as an exhibit to
the Registration
<PAGE> 2
Coca-Cola Enterprises Inc., p. 2
Statement; (iv) the form of Underwriting Agreement (the "Underwriting
Agreement") filed as an exhibit to the Registration Statement; (v) the Amended
and Restated Distribution Agreement dated as of November 6, 1992 (the
"Distribution Agreement") filed as an exhibit to the Registration Statement;
(vi) the forms of Warrant Agreements filed as exhibits to the Registration
Statement; (vii) the Certificate of Incorporation and By-Laws of the Company,
each as amended to the date hereof; and (viii) the resolutions adopted by the
Board of Directors of the Company or a committee thereof relating to the
issuance of the Securities, the execution and delivery of the Indenture, the
Warrant Agreements, the Underwriting Agreement and the Distribution Agreement
and the authorization of the officers of the Company designated therein to
determine, on behalf of the Board of Directors or a committee thereof, the
terms of and the prices at which the Securities are to be issued and sold
pursuant to the terms of the Indenture (the "Resolutions").
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies,
and the authenticity of the originals of such copies. As to any facts material
to this opinion which we did not independently establish or verify, we have
relied upon statements or representations of officers and other representatives
of the Company and others.
For the purposes of rendering the opinions set forth in paragraphs 1
and 2 below, we have assumed that (i) the Securities and the forms of the
Securities have been duly authorized and approved by the Company, (ii) the
Securities will be duly executed and delivered by the Company and, in the case
of the Debt Securities, duly authenticated by the Trustee and, in the case of
the Warrants, duly countersigned by a warrant agent, (iii) the Indenture has
been duly authorized, executed and delivered by the Company and the Trustee and
(iv) the Warrant Agreements will be duly authorized, executed and delivered by
the Company and by a warrant agent.
Members of our firm are admitted to the Bar in the State of New York
and we express no opinion as to the laws of any other jurisdiction other than
the laws of the United States of America to the extent specifically referred to
herein.
Based upon and subject to the foregoing, we are of the opinion that:
1. When the terms and prices at which the Debt Securities will be
offered and sold have been established by the designated officers of
the Company pursuant to the Resolutions and when the Registration
Statements becomes effective and the Debt Securities have been duly
executed by the officers designated in the Resolutions and the Debt
Securities have been authenticated by the Trustee in accordance with
the terms of the Indenture and delivered by the proper officers of
the Company against payment therefor by the purchasers thereof in
accordance with the Resolutions and the Underwriting Agreement or the
Distribution Agreement, the Debt Securities will constitute valid and
binding obligations of the Company, enforceable against the Company
in accordance with their terms, except to the extent that the
enforcement
<PAGE> 3
Coca-Cola Enterprises Inc., p. 3
thereof may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium and other laws now or hereafter in effect relating to creditors'
rights generally and (ii) general principles of equity (regardless of whether
enforcement is considered in a proceeding at law or in equity) and except
further as enforcement thereof may be limited by (A) requirements that a claim
with respect to any Debt Securities denominated other than in United States
dollars (or a foreign currency or foreign currency unit judgment in respect of
such claim) be converted into United States dollars at a rate of exchange
prevailing on a date determined pursuant to applicable law or (B) governmental
authority to limit, delay or prohibit the making of payments in foreign
currency or currency units or payments outside the United States.
2. When the terms and price at which the Warrants will be offered and
sold have been established by the designated officers of the Company pursuant
to the Resolutions and when the Registration Statement becomes effective and
the Warrants have been duly executed by the officers designated in the
Resolutions and the Warrants have been countersigned by a warrant agent in
accordance with the applicable Warrant Agreement and delivered by the proper
officers of the Company against payment therefor by the purchasers thereof in
accordance with the Resolutions and the applicable Warrant Agreement, the
Warrants will constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their terms and entitled to
the benefits of the applicable Warrant Agreement, except to the extent that the
enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium and other laws now or hereafter in effect relating
to creditors' rights generally and (ii) general principles of equity
(regardless of whether enforcement is considered in a proceeding at law or in
equity) and except further as enforcement thereof may be limited by (A)
requirements that a claim with respect to any Warrants denominated other than
in United States dollars (or a foreign currency or foreign currency unit
judgment in respect of such claim) be converted into United States dollars at a
rate of exchange prevailing on a date determined pursuant to applicable law or
(B) governmental authority to limit, delay or prohibit the making of payments
in foreign currency or currency units or payments outside the United States.
<PAGE> 4
Coca-Cola Enterprises Inc., p. 4
Lowry F. Kline, Esq. is permitted to rely upon this opinion for the
purpose of delivering his opinion to the Commission in his capacity as counsel
to the Company in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933. We hereby consent to the
reference made to us under the heading "Legal Matters" set forth in the
prospectus forming a part of the Registration Statement, and in giving such
consent, we do not thereby admit that we are in the category of person whose
consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By /s/ Allan G. Sperling
--------------------------------
Allan G. Sperling, a Partner
<PAGE> 1
EXHIBIT 12
COMPUTATIONS OF RATIO OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
COCA-COLA ENTERPRISES INC.
(In millions except ratios)
<TABLE>
<CAPTION>
Nine months ended Fiscal Year
--------------------- -------------------------------------------------
Oct. 2, Sept. 26,
1998 1997 1997 1996 1995 1994 1993
--------- --------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Computation of Earnings:
Earnings (loss) from continuing
operations before income taxes
and cumulative effect of
accounting changes $222 $212 $178 $194 $145 $127 $ 55
Add:
Interest expense 520 373 532 332 319 314 332
Amortization of
capitalized interest 1 1 2 2 1 1 1
Amortization of debt
premium/discount 20 18 25 23 12 2 3
Interest portion of rent expense 21 19 27 12 10 9 8
---- ---- ---- ---- ---- ---- ----
Earnings as adjusted $784 $623 $764 $563 $487 $453 $399
==== ==== ==== ==== ==== ==== ====
Computation of Fixed Charges
and Combined Fixed Charges
and Preferred Stock Dividends:
Interest expense $520 $373 $532 $332 $319 $314 $332
Capitalized interest 4 1 2 2 4 3 1
Amortization of debt
premium/discount 20 18 25 23 12 2 3
Interest portion of rent expense 21 19 27 12 10 9 8
---- ---- ---- ---- ---- ---- ----
Fixed Charges 565 411 586 369 345 328 344
Preferred stock dividends(a) 0 3 2 13 3 3 --
---- ---- ---- ---- ---- ---- ----
Combined Fixed Charges and
Preferred Stock Dividends $565 $414 $588 $382 $348 $331 $344
==== ==== ==== ==== ==== ==== ====
Ratio of earnings to fixed
charges 1.39 1.52 1.30 1.53 1.41 1.38 1.16
==== ==== ==== ==== ==== ==== ====
Ratio of earnings to combined
fixed charges and preferred
stock dividends 1.39 1.51 1.30 1.47 1.40 1.37 1.16
==== ==== ==== ==== ==== ==== ====
</TABLE>
(a) Preferred stock dividends have been increased to an amount representing the
pretax earnings which would be required to cover such dividend requirements.
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Coca-Cola
Enterprises Inc. for the registration of $3,020,500,000 of Senior Debt
Securities, Debt Warrants, and Currency Warrants and to the incorporation by
reference therein of our reports dated January 19, 1998, with respect to the
consolidated financial statements of Coca-Cola Enterprises Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1997
and related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
December 7, 1998
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, HOWARD G. BUFFETT, a Director of
Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Chairman of the Company, John R. Alm, Executive Vice President
and Chief Financial Officer of the Company and Lowry F. Kline, Executive Vice
President and General Counsel of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
and filing the Company's registration statement on Form S-3 under the
provisions of the Securities Act of 1933, as amended, for the registration of
$2,500,000,000 in aggregate principal amount of Senior Debt Securities,
Warrants to Purchase Senior Debt Securities, and Currency Warrants of Coca-Cola
Enterprises Inc., and any or all amendments to the aforementioned registration
statement, as well as any registration statements and amendments thereto in
connection with any offerings of securities authorized by the Board of
Directors of Coca-Cola Enterprises Inc., or the Executive Committee of the
Board, prior to the date hereof, and to file the same, with all exhibits
thereto, and other documents in connection therewith with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of November,
1998.
/s/ Howard G. Buffett
-----------------------------
Howard G. Buffett, Director
Coca-Cola Enterprises Inc.
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN L. CLENDENIN, a Director of
Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Chairman of the Company, John R. Alm, Executive Vice President
and Chief Financial Officer of the Company and Lowry F. Kline, Executive Vice
President and General Counsel of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
and filing the Company's registration statement on Form S-3 under the provisions
of the Securities Act of 1993, as amended, for the registration of
$2,500,000,000 in aggregate principal amount of Senior Debt Securities, Warrants
to Purchase Senior Debt Securities, and Currency Warrants of Coca-Cola
Enterprises Inc., and any or all amendments to the aforementioned registration
statement, as well as any registration statements and amendments thereto in
connection with any offerings of securities authorized by the Board of Directors
of Coca-Cola Enterprises Inc., or the Executive Committee of the Board, prior to
the date hereof, and to file the same, with all exhibits thereto, and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of November,
1998.
/s/ John L. Clendenin
-----------------------------
John L. Clendenin, Director
Coca-Cola Enterprises Inc.
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHNNETTA B. COLE, a Director of
Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Chairman of the Company, John R. Alm, Executive Vice President
and Chief Financial Officer of the Company and Lowry F. Kline, Executive Vice
President and General Counsel of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
and filing the Company's registration statement on Form S-3 under the provisions
of the Securities Act of 1993, as amended, for the registration of
$2,500,000,000 in aggregate principal amount of Senior Debt Securities, Warrants
to Purchase Senior Debt Securities, and Currency Warrants of Coca-Cola
Enterprises Inc., and any or all amendments to the aforementioned registration
statement, as well as any registration statements and amendments thereto in
connection with any offerings of securities authorized by the Board of Directors
of Coca-Cola Enterprises Inc., or the Executive Committee of the Board, prior to
the date hereof, and to file the same, with all exhibits thereto, and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of November,
1998.
/s/ Johnnetta B. Cole
-----------------------------
Johnnetta B. Cole, Director
Coca-Cola Enterprises Inc.
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, J. TREVOR EYTON, a Director of
Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Chairman of the Company, John R. Alm, Executive Vice President
and Chief Financial Officer of the Company and Lowry F. Kline, Executive Vice
President and General Counsel of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
and filing the Company's registration statement on Form S-3 under the provisions
of the Securities Act of 1993, as amended, for the registration of
$2,500,000,000 in aggregate principal amount of Senior Debt Securities, Warrants
to Purchase Senior Debt Securities, and Currency Warrants of Coca-Cola
Enterprises Inc., and any or all amendments to the aforementioned registration
statement, as well as any registration statements and amendments thereto in
connection with any offerings of securities authorized by the Board of Directors
of Coca-Cola Enterprises Inc., or the Executive Committee of the Board, prior to
the date hereof, and to file the same, with all exhibits thereto, and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of November,
1998.
/s/ J. Trevor Eyton
-----------------------------
J. Trevor Eyton, Director
Coca-Cola Enterprises Inc.
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOSEPH R. GLADDEN, JR., a Director
of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Chairman of the Company, John R. Alm, Executive Vice President
and Chief Financial Officer of the Company and Lowry F. Kline, Executive Vice
President and General Counsel of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
and filing the Company's registration statement on Form S-3 under the provisions
of the Securities Act of 1933, as amended, for the registration of
$2,500,000,000 in aggregate principal amount of Senior Debt Securities, Warrants
to Purchase Senior Debt Securities, and Currency Warrants of Coca-Cola
Enterprises Inc., and any or all amendments to the aforementioned registration
statement, as well as any registration statements and amendments thereto in
connection with any offerings of securities authorized by the Board of Directors
of Coca-Cola Enterprises Inc., or the Executive Committee of the Board, prior to
the date hereof, and to file the same, with all exhibits thereto, and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of November,
1998.
/s/ Joseph R. Gladden, Jr.
--------------------------------
Joseph R. Gladden, Jr., Director
Coca-Cola Enterprises Inc.
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, CLAUS M. HALLE, a Director of
Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Chairman of the Company, John R. Alm, Executive Vice President
and Chief Financial Officer of the Company and Lowry F. Kline, Executive Vice
President and General Counsel of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
and filing the Company's registration statement on Form S-3 under the provisions
of the Securities Act of 1933, as amended, for the registration of
$2,500,000,000 in aggregate principal amount of Senior Debt Securities, Warrants
to Purchase Senior Debt Securities, and Currency Warrants of Coca-Cola
Enterprises Inc., and any or all amendments to the aforementioned registration
statement, as well as any registration statements and amendments thereto in
connection with any offerings of securities authorized by the Board of Directors
of Coca-Cola Enterprises Inc., or the Executive Committee of the Board, prior to
the date hereof, and to file the same, with all exhibits thereto, and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of November,
1998.
/s/ Claus M. Halle
-----------------------------
Claus M. Halle, Director
Coca-Cola Enterprises Inc.
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, PHILLIP HUMANN, a Director of
Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Chairman of the Company, John R. Alm, Executive Vice President
and Chief Financial Officer of the Company and Lowry F. Kline, Executive Vice
President and General Counsel of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
and filing the Company's registration statement on Form S-3 under the provisions
of the Securities Act of 1933, as amended, for the registration of
$2,500,000,000 in aggregate principal amount of Senior Debt Securities, Warrants
to Purchase Senior Debt Securities, and Currency Warrants of Coca-Cola
Enterprises Inc., and any or all amendments to the aforementioned registration
statement, as well as any registration statements and amendments thereto in
connection with any offerings of securities authorized by the Board of Directors
of Coca-Cola Enterprises Inc., or the Executive Committee of the Board, prior to
the date hereof, and to file the same, with all exhibits thereto, and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of December,
1998.
/s/ L. Phillip Humann
-----------------------------
L. Phillip Humann, Director
Coca-Cola Enterprises Inc.
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN E. JACOB, a Director of
Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Chairman of the Company, John R. Alm, Executive Vice President
and Chief Financial Officer of the Company and Lowry F. Kline, Executive Vice
President and General Counsel of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
and filing the Company's registration statement on Form S-3 under the provisions
of the Securities Act of 1933, as amended, for the registration of
$2,500,000,000 in aggregate principal amount of Senior Debt Securities, Warrants
to Purchase Senior Debt Securities, and Currency Warrants of Coca-Cola
Enterprises Inc., and any or all amendments to the aforementioned registration
statement, as well as any registration statements and amendments thereto in
connection with any offerings of securities authorized by the Board of Directors
of Coca-Cola Enterprises Inc., or the Executive Committee of the Board, prior to
the date hereof, and to file the same, with all exhibits thereto, and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of November,
1998.
/s/ John E. Jacob
-----------------------------
John E. Jacob, Director
Coca-Cola Enterprises Inc.
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, SUMMERFIELD K. JOHNSTON, JR., a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint John
R. Alm, Executive Vice President and Chief Financial Officer of the Company and
Lowry F. Kline, Executive Vice President and General Counsel of the Company, or
any one of them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf and filing the Company's registration
statement on Form S-3 under the provisions of the Securities Act of 1933, as
amended, for the registration of $2,500,000,000 in aggregate principal amount of
Senior Debt Securities, Warrants to Purchase Senior Debt Securities, and
Currency Warrants of Coca-Cola Enterprises Inc., and any or all amendments to
the aforementioned registration statement, as well as any registration
statements and amendments thereto in connection with any offerings of securities
authorized by the Board of Directors of Coca-Cola Enterprises Inc., or the
Executive Committee of the Board, prior to the date hereof, and to file the
same, with all exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of November,
1998.
/s/ Summerfield K. Johnston, Jr.
--------------------------------------
Summerfield K. Johnston, Jr., Director
Coca-Cola Enterprises Inc.
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, ROBERT A. KELLER, a Director of
Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Chairman of the Company, John R. Alm, Executive Vice President
and Chief Financial Officer of the Company and Lowry F. Kline, Executive Vice
President and General Counsel of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
and filing the Company's registration statement on Form S-3 under the provisions
of the Securities Act of 1933, as amended, for the registration of
$2,500,000,000 in aggregate principal amount of Senior Debt Securities, Warrants
to Purchase Senior Debt Securities, and Currency Warrants of Coca-Cola
Enterprises Inc., and any or all amendments to the aforementioned registration
statement, as well as any registration statements and amendments thereto in
connection with any offerings of securities authorized by the Board of Directors
of Coca-Cola Enterprises Inc., or the Executive Committee of the Board, prior to
the date hereof, and to file the same, with all exhibits thereto, and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of November,
1998.
/s/ Robert A. Keller
-----------------------------
Robert A. Keller, Director
Coca-Cola Enterprises Inc.
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JEAN-CLAUDE KILLY, a Director of
Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Chairman of the Company, John R. Alm, Executive Vice President
and Chief Financial Officer of the Company and Lowry F. Kline, Executive Vice
President and General Counsel of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
and filing the Company's registration statement on Form S-3 under the provisions
of the Securities Act of 1993, as amended, for the registration of
$2,500,000,000 in aggregate principal amount of Senior Debt Securities, Warrants
to Purchase Senior Debt Securities, and Currency Warrants of Coca-Cola
Enterprises Inc., and any or all amendments to the aforementioned registration
statement, as well as any registration statements and amendments thereto in
connection with any offerings of securities authorized by the Board of Directors
of Coca-Cola Enterprises Inc., or the Executive Committee of the Board, prior to
the date hereof, and to file the same, with all exhibits thereto, and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 30 day of November,
1998.
/s/ Jean-Claude Killy
-----------------------------
Jean-Claude Killy, Director
Coca-Cola Enterprises Inc.
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, SCOTT L. PROBASCO, JR., a Director
of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Chairman of the Company, John R. Alm, Executive Vice President
and Chief Financial Officer of the Company and Lowry F. Kline, Executive Vice
President and General Counsel of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
and filing the Company's registration statement on Form S-3 under the provisions
of the Securities Act of 1933, as amended, for the registration of
$2,500,000,000 in aggregate principal amount of Senior Debt Securities, Warrants
to Purchase Senior Debt Securities, and Currency Warrants of Coca-Cola
Enterprises Inc., and any or all amendments to the aforementioned registration
statement, as well as any registration statements and amendments thereto in
connection with any offerings of securities authorized by the Board of
Directors of Coca-Cola Enterprises Inc., or the Executive Committee of the
Board, prior to the date hereof, and to file the same, with all exhibit thereto,
and other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 30 day of November,
1998.
/s/ Scott L. Probasco, Jr.
--------------------------------
Scott L. Probasco, Jr., Director
Coca-Cola Enterprises Inc.
<PAGE> 1
EXHIBIT 25
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
COCA-COLA ENTERPRISES INC.
(Exact name of obligor as specified in its charter)
DELAWARE 58-0503352
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
2500 WINDY RIDGE PARKWAY
ATLANTA, GEORGIA 30339
(Address of principal executive offices) (Zip Code)
--------------------------------------------
SENIOR DEBT SECURITIES
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8TH day of DECEMBER, 1998.
THE CHASE MANHATTAN BANK
By
-----------------------------------------
GLENN G. MCKEEVER
VICE PRESIDENT
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 1998, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ......................................... $ 11,951
Interest-bearing balances ................................. 4,551
Securities: ...................................................
Held to maturity securities..................................... 1,740
Available for sale securities................................... 48,537
Federal funds sold and securities purchased under
agreements to resell ...................................... 29,730
Loans and lease financing receivables:
Loans and leases, net of unearned income ... $127,379
Less: Allowance for loan and lease losses .. 2,719
Less: Allocated transfer risk reserve ...... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................... 124,660
Trading Assets ................................................. 51,549
Premises and fixed assets (including capitalized
leases).................................................... 3,009
Other real estate owned ........................................ 272
Investments in unconsolidated subsidiaries and
associated companies....................................... 300
Customers' liability to this bank on acceptances
outstanding ............................................... 1,329
Intangible assets .............................................. 1,429
Other assets ................................................... 13,563
--------
TOTAL ASSETS ................................................... $292,620
========
</TABLE>
-4-
<PAGE> 5
<TABLE>
<S> <C> <C>
LIABILITIES
Deposits
In domestic offices ....................................... $ 98,760
Noninterest-bearing ........................ $ 39,071
Interest-bearing ........................... 59,689
--------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's .................................... 75,403
Noninterest-bearing ............................. $ 3,877
Interest-bearing ........................... 71,526
Federal funds purchased and securities sold under agree-
ments to repurchase ............................................ 34,471
Demand notes issued to the U.S. Treasury ....................... 1,000
Trading liabilities ............................................ 41,589
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ............. 3,781
With a remaining maturity of more than one year
through three years..................................... 213
With a remaining maturity of more than three years......... 104
Bank's liability on acceptances executed and outstanding........ 1,329
Subordinated notes and debentures .............................. 5,408
Other liabilities .............................................. 12,041
TOTAL LIABILITIES .............................................. 274,099
--------
EQUITY CAPITAL
Perpetual preferred stock and related surplus................... 0
Common stock ................................................... 1,211
Surplus (exclude all surplus related to preferred stock)........ 10,441
Undivided profits and capital reserves ......................... 6,287
Net unrealized holding gains (losses)
on available-for-sale securities ............................... 566
Cumulative foreign currency translation adjustments ............ 16
TOTAL EQUITY CAPITAL ........................................... 18,521
--------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................... $292,620
========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true to the
best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of
this Report of Condition and declare that it has been examined
by us, and to the best of our knowledge and belief has been
prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true and
correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
-5-
