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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 18, 2000
COTT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
CANADA 000-19914 NONE
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) NUMBER) IDENTIFICATION NUMBER)
207 QUEEN'S QUAY WEST
SUITE 340
TORONTO, ONTARIO M5J 1A7
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (416) 203-3898
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective October 18, 2000, Concord Beverage LP (the "Company"), a Delaware
limited partnership and wholly-owned, indirect subsidiary of Cott Corporation,
completed the acquisition of the assets used in the private label carbonated and
the "Vintage" brand beverage businesses (the "Assets") of Concord Beverage
Company (the "Seller"), a Pennsylvania corporation. The acquisition was pursuant
to (i) an Asset Purchase Agreement, dated as of October 18, 2000, by and between
the Company and the Seller, and (ii) an Agreement of Sale, dated as of October
18, 2000, by and between the Company and the Seller.
The consideration for the sale by Seller to the Company of the Assets was
$71,663,763, subject to certain adjustments (the "Purchase Price"). A portion of
the Purchase Price equal to $53,747,823 was paid to the Seller in cash on
October 20, 2000. At the closing of this transaction, the Company delivered to
the Seller two promissory notes, in the amounts of $7,166,376 and $10,749,564
respectively, for the remainder of the Purchase Price. Each of the promissory
notes is due and payable on October 18, 2001. The Purchase Price was determined
through negotiations between the parties. In order to fund this acquisition, the
Company used cash on hand and drew from its credit facility dated as of August
19, 1999 with First Union National Bank, as administrative agent, National Bank
of Canada, as Canadian agent, and certain other lending institutions. The
Company intends to use the Assets in a manner similar to that of the Seller.
On October 18, 2000, the Company issued a press release announcing the
acquisition of certain assets of Concord Beverage Company, which is attached as
Exhibit 99.1 and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Pursuant to Item 7 of Form 8-K, the financial information
required by Item 7(a) will be filed by amendment within 60 days
after the date that this initial report on Form 8-K must be
filed.
(b) Pro Forma Financial Information.
Pursuant to Item 7 of Form 8-K, the financial information
required by Item 7(b) will be filed by amendment within 60 days
after the date that this initial report on Form 8-K must be
filed.
(c) Exhibits
2.1+ Asset Purchase Agreement by and between Concord Beverage
Company and Concord Beverage LP, dated as of October 18,
2000.
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2.2+ Agreement of Sale by and between Concord Beverage Company
and Concord Beverage LP, dated as of October 18, 2000.
99.1 Press Release.
+ In accordance with Item 601(b)(2) of Regulation S-K, the exhibits to this
Exhibit have been omitted and a list briefly describing the exhibits is
contained in the Exhibit. The Registrant will furnish supplementally a copy of
any omitted exhibit to the Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COTT CORPORATION
Date: October 31, 2000 By: /s/ Raymond P. Silcock
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Raymond P. Silcock
Executive Vice President & Chief Financial
Officer
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EXHIBIT INDEX
2.1+ Asset Purchase Agreement by and between Concord Beverage Company and
Concord Beverage LP, dated as of October 18, 2000.
2.2+ Agreement of Sale by and between Concord Beverage Company and Concord
Beverage LP, dated as of October 18, 2000.
99.1 Press Release.
+ In accordance with Item 601(b)(2) of Regulation S-K, the exhibits to this
Exhibit have been omitted and a list briefly describing the exhibits is
contained in the Exhibit. The Registrant will furnish supplementally a copy of
any omitted exhibit to the Commission upon request.
