<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 5, 1998
(Date of earliest event reported)
COCA-COLA ENTERPRISES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 01-9300 58-0503352
(State of (Commission File No.) (IRS Employer
incorporation) Identification No.)
2500 WINDY RIDGE PARKWAY, ATLANTA, GEORGIA 30339
(Address of principal executive offices, including zip code)
(770) 989-3000
(Registrant's telephone number, including area code)
Page 1 of 21
Exhibit Index Page 5
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
- ------ ------------------------------------
On January 5, 1998, The Coca-Cola Bottling Company of
the Northeast ("Northeast"), a wholly owned subsidiary of the
Company, acquired the balance of the capital stock of The
Coca-Cola Bottling Company of New York, Inc. ("KONY"). The
acquisition occurred in four separate transactions with the other
stockholders: The Prudential Insurance Company of America, Aetna
Life Insurance Company, The Northwestern Mutual Life Insurance
Company, and Smith Barney Inc., IRA Rollover Custodian for
William H. Cosby, Jr. The aggregate price for the stock,
approximately $141.7 million, was established in negotiations
between the Company and each stockholder. The funds for the
acquisition initially came from the proceeds of commercial paper
and were then refinanced by a portion of the proceeds of the
Company's issuance on January 9, 1998 of its 6.75% Debentures Due
2038.
The effect of the acquisition of the stock was to make
KONY a "significant subsidiary" of the Company, thus requiring
this current report on Form 8-K.
The acquisition of the minority interests in KONY
followed Northeast's acquisition of the majority of the KONY
stock on August 7, 1997 and October 1, 1997. The KONY
acquisition took place in conjunction with the acquisition by
another of the Company's wholly owned subsidiaries, Enterprises
KOC Acquisition Company Ltd., of Coca-Cola Beverages Ltd. ("CC
Beverages"), the bottler for substantially all of Canada. The
Company's acquisition of CC Beverages was completed September 5,
1997.
The prior acquisitions of KONY stock and CC Beverages
stock were reported in the Company's current report on Form 8-K dated
August 7, 1997, filed with the Commission on November 6, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS:
(a) Financial Statements of Businesses Acquired:
Item 7(a) of the Company's current report on Form 8-K dated
August 7, 1997, filed with the Commission on November 6, 1997, is
incorporated here by reference.
(b) Pro Forma Financial Information:
Item 7(b) of the Company's current report on Form 8-K dated
August 7, 1997, filed with the Commission on November 6, 1997, is
incorporated here by reference.
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(c) Exhibits:
Exhibit 2.1 Stock Purchase Agreement dated as of December 19,
1997 between The Prudential Insurance Company of
America and The Coca-Cola Bottling Company of the
Northeast.
Exhibit 2.2 Stock Purchase Agreement dated as of December 12,
1997 between Aetna Life Insurance Company and The
Coca-Cola Bottling Company of the Northeast.
Exhibit 2.3 Stock Purchase Agreement dated as of December 18,
1997 between The Northwestern Mutual Life Insurance
Company and The Coca-Cola Bottling Company of the
Northeast.
Exhibit 2.4 Stock Purchase Agreement dated as of December 31,
1997 between Smith Barney Inc., IRA Rollover
Custodian for William H. Cosby, Jr. and The Coca-Cola
Bottling Company of the Northeast.
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~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
COCA-COLA ENTERPRISES INC.
(Registrant)
/S/ JOHN R. ALM
Date: January 20, 1998 By:_____________________________
John R. Alm
Executive Vice President
and Chief Financial Officer
PAGE
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EXHIBIT INDEX
Exhibit
No. Description Page No.
- ---- ----------------------------------------------- ----------
2.1 Stock Purchase Agreement dated as of 6
December 19, 1997 between The Prudential
Insurance Company of America and The
Coca-Cola Bottling Company of the
Northeast.*
2.2 Stock Purchase Agreement dated as of 10
December 12, 1997 between Aetna Life
Insurance Company and The Coca-Cola
Bottling Company of the Northeast.*
2.3 Stock Purchase Agreement dated as of 14
December 18, 1997 between The
Northwestern Mutual Life Insurance
Company and The Coca-Cola Bottling
Company of the Northeast.*
2.4 Stock Purchase Agreement dated as of 18
December 31, 1997 between Smith Barney
Inc., IRA Rollover Custodian for
William H. Cosby, Jr. and The Coca-Cola
Bottling Company of the Northeast.*
*A list of all schedules and exhibits to the Agreement
is included in the Agreement. None of such schedules or exhibits
is filed with this report, but a copy of any omitted schedule or
exhibit will be furnished supplementally to the Commission upon
its request
<PAGE>
<PAGE>
EXHIBIT 2.1
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into as of the 19th day of
December, 1997, by and between THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA (the "Seller"), and THE COCA-COLA BOTTLING COMPANY OF THE
NORTHEAST, a Delaware corporation ("Purchaser"), under the
following circumstances:
A. The Seller has agreed to sell to the Purchaser,
and the Purchaser has agreed to purchase, the following shares of
the capital stock of The Coca-Cola Bottling Company of New York,
Inc., a Delaware corporation: 52,320 shares of the Class A Common
Stock and 251,734 shares of the Class B Common Stock (collectively
the "KONY Stock"). The sale of the KONY stock by the Seller and
the purchase by the Purchaser is herein called the "Transaction".
B. This document is being executed to record the
agreement of the parties with respect to the Transaction which is
as follows:
1. Closing. The transaction shall be closed on
January 5, 1998. The closing shall occur at the offices of the
Seller, One Gateway Center, Floor 11, Newark, New Jersey 07102,
but, by agreement of the parties may occur by facsimile exchange
of the certificates and agreements required by subsections 1(b)
and 1(c), and the delivery of funds required by subsection 1(a).
Any items exchanged by facsimile will, upon the Seller's receipt
of the consideration, be sent by the party obligated to make such
delivery to the party entitled to receive such delivery by Federal
Express or similarly recognized courier service for delivery on
the next business day. At the closing:
(a) The purchase price for the KONY Stock will be
$102,246,309.58, paid to the Seller in immediately available funds
to the Seller's account at Bank of New York, New York, New York,
ABA Number 021-000-018, Account Number 890-0304-391, Ref Coke NY.
(b) The Seller shall deliver to the Purchaser:
(i) Certificate No. 47 evidencing
ownership of 46,800 shares of Class A Common Stock;
(ii) Certificate No. 87 evidencing
ownership of 5,520 shares of Class A Common Stock;
(iii) Certificate No. 3 evidencing ownership
of 225,176 shares of Class B Common Stock;
(iv) Certificate No. 5 evidencing ownership
of 26,558 shares of Class B Common Stock;
issued in the name of Seller, together with its duly
executed stock powers, having signatures guaranteed by a
PAGE
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commercial bank or by a member firm of the New
York Stock Exchange; and
(v) The Agreement identified in subsection
1(c)(ii), below, signed by the Seller.
(c) The Purchaser shall deliver to the Seller,
substantially in the forms annexed as Exhibit A:
---------
(i) Consent of the Coca-Cola Company
("CCC") to the Transaction as required by the Transfer
Agreement dated as of September 10, 1981 among
CCC, the Seller, the Northwestern Mutual Life
Insurance Company, Aetna Life Insurance Company
and The Penn Mutual Life Insurance Company (the "Transfer
Agreement"); and
(ii) Agreement to terminate the
put/call options created under the Put/Call Option
Agreement dated November 21, 1995 among the Seller, CCC,
and The Coca-Cola Bottling Company of New York, Inc.
effective upon the completion of the Transaction, signed by CCC
and the Purchaser.
2. Representations and Warranties of Seller.
(a) The Seller has full corporate power and
authority to execute and deliver this Memorandum and to transfer
to the Purchaser the KONY Stock to which this Memorandum relates.
(b) Except as set forth in the Transfer Agreement
and Put/Call Agreement, the KONY Stock (i) is free and clear of
any liens, restrictions, claims, equities, charges, options or
other encumbrances created by the Seller, and (ii) to the
knowledge of the Seller, has no defects of title whatsoever.
(c) The Seller has no liability or obligation to
pay any fees or commissions to any broker, finder, or agent with
respect to the transactions described in this Memorandum for which
the Purchaser could become liable or obligated.
(d) The Seller's representations and warranties
shall survive the delivery of the KONY Stock.
3. Representations and Warranties of Purchaser.
(a) The Purchaser has full corporate power and
authority to execute and deliver this Agreement and to purchase
the KONY Stock to which this Agreement relates.
(b) The Purchaser hereby represents and warrants
that Purchaser is acquiring the KONY Stock for investment for
Purchaser's account, with the intent of holding the KONY Stock for
investment, without the present intent of participating directly
or indirectly in a distribution of the KONY Stock, and without the
participation of any other person in any part of the purchase.
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(c) The Purchaser is an "accredited investor"
within the meaning of Rule 501 of Regulation D, under the
Securities Act of 1933, as amended.
(d) The Purchaser's representations and
warranties shall survive the delivery of the KONY Stock.
4. Miscellaneous.
(a) Time is of the essence of this Agreement.
(b) This Agreement may be executed in one or more
counter- parts, each of which shall be deemed an original but all
of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement is signed by the
parties as of the date first above written.
SELLER:
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
/S/ KEVIN J. KRASKA
By:--------------------------------
VICE PRESIDENT
Its:----------------------------
PURCHASER: THE COCA-COLA BOTTLING COMPANY
OF THE NORTHEAST
/S/ VICKI R. PALMER
By:--------------------------------
VICE PRESIDENT
Its:----------------------------
<PAGE>
SCHEDULES AND EXHIBITS TO
STOCK PURCHASE AGREEMENT
EXHIBIT A -- Consent of The Coca-Cola Company to the
Transaction; Termination of Put/Call Options
<PAGE>
<PAGE>
EXHIBIT 2.2
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into as of the 12TH day of
December, 1997, by and between AETNA LIFE INSURANCE COMPANY (the
"Seller"), and THE COCA-COLA BOTTLING COMPANY OF THE NORTHEAST, a
Delaware corporation ("Purchaser"), under the following
circumstances:
A. The Seller has agreed to sell to the Purchaser,
and the Purchaser has agreed to purchase, the following shares of
the capital stock of The Coca-Cola Bottling Company of New York,
Inc., a Delaware corporation: 32,420 shares of the Class A Common
Stock and 8,120 shares of the Class B Common Stock (collectively
the "KONY Stock"). The sale of the KONY Stock by the Seller and
the purchase by the Purchaser is herein called the "Transaction".
B. This document is being executed to record the
agreement of the parties with respect to the Transaction, which is
as follows:
1. Closing. The transaction shall be closed on
January 5, 1998. On the closing date, unless the parties have
agreed otherwise, there shall occur an exchange by facsimile of
the certificates and agreements required by subsections 1(b) and
1(c), and the delivery of funds required by subsection 1(a). Any
items exchanged by facsimile will, upon the Seller's receipt of
the consideration, be sent by the party obligated to make such
delivery to the party entitled to receive such delivery by Federal
Express or similarly recognized courier service for delivery on
the next business day. At the closing:
(a) The purchase price for the KONY Stock will be
$11,838,890.62, which the Purchaser shall pay to the Seller in
immediately available funds as follows: Citibank, N.A., 55 Water
Street, New York, NY 10268, ABA No. 021000089, credit to Aetna
Life Insurance Company, Account Number 4074-0281.
(b) The Seller shall deliver to the Purchaser:
(i) Certificate No. 52 evidencing ownership
of 29,000 shares of Class A Common Stock;
(ii) Certificate No. 89 evidencing ownership
of 3,420 shares of Class A Common Stock;
(iii) Certificate No. 4 evidencing ownership
of 7,263 shares of Class B Common Stock;
(iv) Certificate No. 6 evidencing ownership
of 857 shares of Class B Common Stock;
issued in the name of Seller, together with its duly
executed stock powers, having signatures guaranteed by a
commercial bank or by a member firm of the New
York Stock Exchange; and
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(v) The Agreement identified in subsection
1(c)(ii), below, signed by the Seller.
(c) The Purchaser shall deliver to the Seller,
substantially in the forms annexed as Exhibit A:
(i) Consent of The Coca-Cola Company
("CCC") to the Transaction as required by the Transfer
Agreement dated as of September 10, 1981 among
CCC, the Seller, The Prudential Insurance Company of
America, Northwestern Mutual Life Insurance Company and
The Penn Mutual Life Insurance Company (the "Transfer
Agreement"); and
(ii) Agreement to terminate the put/call
options created under the Put/Call Option Agreement dated
November 21, 1995, among the Seller, the Coca-Cola Financial
Corporation ("CCFC"), and The Coca-Cola Bottling Company of
New York, Inc., effective upon the completion of the Transaction,
signed by CCFC and the Purchaser.
2. Representations and Warranties of Seller.
(a) The Seller has full corporate power and
authority to execute and deliver this Agreement and to transfer to
the Purchaser the KONY Stock to which this Agreement relates.
(b) Except as otherwise set forth in the Transfer
Agreement and Put/Call Agreement, the KONY Stock (i) is free and
clear of any liens, restrictions, claims, equities, charges,
options or other encumbrances created by the Seller, and (ii) to
the knowledge of the Seller, has no defects of title whatsoever.
(c) The Seller has no liability or obligation to
pay any fees or commissions to any broker, finder, or agent with
respect to the transactions described in this Agreement for which
the Purchaser could become liable or obligated.
(d) The Seller's representations and warranties
shall survive the delivery of the KONY Stock.
3. Representations and Warranties of Purchaser.
(a) The Purchaser has full corporate power and
authority to execute and deliver this Agreement and to purchase
the KONY Stock to which this Agreement relates.
(b) The Purchaser hereby represents and warrants
that Purchaser is acquiring the KONY Stock for investment for
Purchaser's account, with the intent of holding the KONY Stock for
investment, without the present intent of participating directly
or indirectly in a distribution of the KONY Stock, and without the
participation of any other person in any part of the purchase.
(c) The Purchaser hereby represents and warrants
that Seller has neither supplied any information or materials, nor
made any representations or warranties, except as expressly set
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forth in this Agreement, to Purchaser regarding The Coca-Cola
Bottling Company of New York, its affairs and conditions, or the
terms of the Transaction, or the value of the KONY Stock.
(d) The Purchaser hereby represents and warrants
the Purchaser has assumed the responsibility for independently
evaluating the risks and merits of this investment and for
verifying the accuracy and adequacy of any information upon which
Purchaser may have relied in making its investment decision,
including without limitation, such other documents and information
which Purchaser has deemed necessary and appropriate to make its
own decision to purchase the KONY Stock and has independently and
without reliance on Seller made its own analysis and decision to
enter into this Agreement and to purchase the KONY Stock.
(e) The Purchaser hereby represents and warrants
that Purchaser is not an employee benefit plan ("Plan") within the
meaning of Section 3(3) of The Employee Retirement Income Security
Act of 1974 or Section 4975(e)(1) of the Internal Revenue Code of
1986 and is not directly or indirectly purchasing the KONY Stock
on behalf of, an investment manager of, as named fiduciary of, as
trustee of, or with assets of a Plan.
(f) The Purchaser's representations and
warranties shall survive the delivery of the KONY Stock.
4. Miscellaneous.
(a) Time is of the essence of this Agreement.
(b) This Agreement may be executed in one or more
counter- parts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement is signed by the
parties as of the date first above written.
SELLER:
AETNA LIFE INSURANCE
COMPANY
/S/ THERESA H. LAWTON
By:----------------------------
Its: INVESTMENT MANAGER
----------------------
PURCHASER:
THE COCA-COLA BOTTLING COMPANY
OF THE NORTHEAST
/S/ VICKI R. PALMER
BY:-------------------------------
Its: VICE PRESIDENT
---------------------------
PAGE
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SCHEDULES AND EXHIBITS TO
STOCK PURCHASE AGREEMENT
EXHIBIT A -- Consent of The Coca-Cola Company to the
Transaction; Termination of Put/Call Options
PAGE
<PAGE>
<PAGE>
EXHIBIT 2.3
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into as of the 18th day
of December, 1997, by and between THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY (the "Seller"), and THE COCA-COLA BOTTLING
COMPANY OF THE NORTHEAST, a Delaware corporation ("Purchaser"),
under the following circumstances:
A. The Seller has agreed to sell to the Purchaser,
and the Purchaser has agreed to purchase, 76,013 shares of the
Class A Common Stock of The Coca-Cola Bottling Company of New
York, Inc., a Delaware corporation (collectively the "KONY
Stock"). The sale of the KONY Stock by the Seller and the
purchase by the Purchaser is herein called the "Transaction".
B. This document is being executed to record the
agreement of the parties with respect to the Transaction, which is
as follows:
1. Closing. The transaction shall be closed on
January 5, 1998. On the closing date, unless the parties have
agreed otherwise, there shall occur an exchange by facsimile of
the certificates and agreements required by subsections 1(b) and
1(c), and the delivery of funds required by subsection 1(a). Any
items exchanged by facsimile will, upon the Seller's receipt of
the consideration, be sent by the party obligated to make such
delivery to the party entitled to receive such delivery by Federal
Express or similarly recognized courier service for delivery on
the next business day. At the closing:
(a) The purchase price for the 76,013 shares of
KONY Stock will be $25,561,409.26, paid to the Seller in
immediately available funds as follows: Bankers Trust Company, 16
Wall Street, Insurance Unit-4th Floor, New York, NY 10005, ABA No.
021-001-033, for the account of The Northwestern Mutual Life
Insurance Company, Account No. 00-000-027.
(b) The Seller shall deliver to the Purchaser:
(i) Certificate No. 45 evidencing ownership
of 67,994 shares of Class A Common Stock;
(ii) Certificate No. 90 evidencing ownership
of 8,019 shares of Class A Common Stock;
issued in the name of Seller, together with its duly
executed stock powers; and
(iii) The Agreement identified in subsection
1(c)(ii), below, signed by the Seller.
(c) The Purchaser shall deliver to the Seller,
substantially in the forms annexed as Exhibit A:
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(i) Consent of The Coca-Cola Company
("CCC") to the Transaction as required by the Transfer
Agreement dated as of September 10, 1981 among
CCC, the Seller, The Prudential Insurance Company of
America, Aetna Life Insurance Company and The Penn
Mutual Life Insurance Company (the "Transfer Agreement"); and
(ii) Agreement to terminate the put/call
options created under the Put/Call Option Agreement
dated November 21, 1995, among the Seller, CCC, and The
Coca-Cola Bottling Company of New York, Inc., effective
upon the completion of the Transaction, signed by CCC and the
Purchaser.
2. Representations and Warranties of Seller.
(a) The Seller has full corporate power and
authority to execute and deliver this Agreement and to transfer to
the Purchaser the KONY Stock to which this Agreement relates.
(b) Except as otherwise set forth in the Transfer
Agreement and the Put/Call Agreement, the KONY Stock (i) is free
and clear of any liens, restrictions, claims, equities, charges,
options or other encumbrances created by the Seller, and (ii) to
the knowledge of the Seller, has no defects of title whatsoever.
(c) The Seller has no liability or obligation to
pay any fees or commissions to any broker, finder, or agent with
respect to the transactions described in this Agreement for which
the Purchaser could become liable or obligated.
(d) The Seller's representations and warranties
shall survive the delivery of the KONY Stock.
3. Representations and Warranties of Purchaser.
(a) The Purchaser has full corporate power and
authority to execute and deliver this Agreement and to purchase
the KONY Stock to which this Agreement relates.
(b) The Purchaser hereby represents and warrants
that Purchaser is acquiring the KONY Stock for investment for
Purchaser's account, with the intent of holding the KONY Stock for
investment, without the present intent of participating directly
or indirectly in a distribution of the KONY Stock, and without the
participation of any other person in any part of the purchase.
(c) The Purchaser's representations and
warranties shall survive the delivery of the KONY Stock.
4. Miscellaneous.
(a) Time is of the essence of this Agreement.
(b) This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, this Agreement is signed by the
parties as of the date first above written.
SELLER:
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
/S/ RICHARD A. STRAIT
By:________________________________
Vice President
Its:_____________________________
PURCHASER:
THE COCA-COLA BOTTLING COMPANY OF
THE NORTHEAST
/S/ VICKI R. PALMER
By:________________________________
Vice President
Its:_____________________________
PAGE
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SCHEDULES AND EXHIBITS TO
STOCK PURCHASE AGREEMENT
EXHIBIT A -- Consent of The Coca-Cola Company to the
Transaction; Termination of Put/Call Options
PAGE
<PAGE>
<PAGE>
EXHIBIT 2.4
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into as of the 21st day
of December, 1997, by and between Smith Barney Inc., IRA Rollover
Custodian for William H. Cosby, Jr., (the "Seller") and THE COCA-COLA
BOTTLING COMPANY OF THE NORTHEAST, a Delaware corporation ("Purchaser"),
under the following circumstances:
A. Smith Barney Inc. has succeeded to the ownership
of certain customer accounts of Shearson Lehman Hutton Inc., among
them the account identified in this document as the "Seller."
B. The Seller has agreed to sell to the Purchaser,
and the Purchaser has agreed to purchase, 3,933 shares of the
Convertible Preferred Stock, par value $100 per share, of The Coca-Cola
Bottling Company of New York, Inc., a Delaware corporation
(the "KONY Stock"). The sale of the KONY Stock by the Seller and
the purchase by the Purchaser is herein called the "Transaction".
C. This document is being executed to record the
agreement of the parties with respect to the Transaction, which is
as follows:
1. Closing. The transaction shall be closed on
January 5, 1998. On the closing date, unless the parties have
agreed otherwise, there shall occur an exchange by facsimile of
the certificates and agreements required by subsections 1(b) and
1(c), and the delivery of funds required by subsection 1(a). Any
items exchanged by facsimile will, upon the Seller's receipt of
the consideration, be sent by the party obligated to make such
delivery to the party entitled to receive such delivery by Federal
Express or similarly recognized courier service for delivery on
the next business day. At the closing:
(a) The purchase price for the 3,933 shares of
KONY Stock will be $2,078,881.74, paid to the Seller in
immediately available funds to the account previously specified by
the Seller.
(b) The Seller shall deliver to the Purchaser:
(i) Certificate No. 26 evidencing ownership
of the KONY Stock, issued in the name of Seller,
together with its duly executed stock power, with
signatures guaranteed by a commercial bank or by a
member firm of the New York Stock Exchange; and
(ii) The Agreement identified in subsection
1(c)(ii), below, signed by the Seller.
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(c) The Purchaser shall deliver to the Seller,
substantially in the forms annexed as Exhibit A:
(i) Consent of The Coca-Cola Company
("CCC") to the Transaction as required by the Stock
Purchase Agreement dated as of September 2, 1983
among CCC, SAH Enterprises, Inc. Accumulator and Future
Services Pension Trust, and William H. Cosby, Jr. (the
"Transfer Agreement"); and
(ii) Agreement to terminate the
put/call options created under the Put/Call Option
Agreement dated November 21, 1995, among the Seller, CCC,
and The Coca-Cola Bottling Company of New York, Inc.,
effective upon the completion of the Transaction, signed by
CCC and the Purchaser.
2. Representations and Warranties of Seller.
(a) The Seller has legal ownership of the KONY
Stock and has full corporate power and authority to execute and
deliver this Agreement and to transfer to the Purchaser the KONY
Stock to which this Agreement relates.
(b) Except as otherwise set forth in the Transfer
Agreement and the Put/Call Agreement, the KONY Stock (i) is free
and clear of any liens, restrictions, claims, equities, charges,
options or other encumbrances created by the Seller and, (ii) to
the knowledge of the Seller, has no defects of title whatsoever.
(c) The Seller has no liability or obligation to
pay any fees or commissions to any broker, finder, or agent with
respect to the transactions described in this Agreement for which
the Purchaser could become liable or obligated.
(d) The Seller's representations and warranties
shall survive the delivery of the KONY Stock.
3. Representations and Warranties of Purchaser.
(a) The Purchaser has full corporate power and
authority to execute and deliver this Agreement and to purchase
the KONY Stock to which this Agreement relates.
(b) The Purchaser hereby represents and warrants
that Purchaser is acquiring the KONY Stock for investment for
Purchaser's account, with the intent of holding the KONY Stock for
investment, without the present intent of participating directly
or indirectly in a distribution of the KONY Stock, and without the
participation of any other person in any part of the purchase.
(c) The Purchaser's representations and
warranties shall survive the delivery of the KONY Stock.
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4. Miscellaneous.
(a) Time is of the essence of this Agreement.
(b) This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all
of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement is signed by the
parties as of the date first above written.
SELLER:
Smith Barney Inc.
IRA Rollover Custodian for
William H. Cosby, Jr.
/S/ LEE BEATTIE
By:--------------------------------
Senior Vice President and
Its: Branch Manager
-----------------------------
PURCHASER:
The Coca-Cola Bottling Company
of the Northeast
/S/ VICKI R. PALMER
By:---------------------------------
Its: Vice President
-----------------------------
PAGE
<PAGE>
SCHEDULES AND EXHIBITS TO
STOCK PURCHASE AGREEMENT
EXHIBIT A -- Consent of The Coca-Cola Company to the
Transaction; Termination of Put/Call Options
PAGE
<PAGE>
