-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NDqD2aZUwL1OsmDfdcEPniW2G/eBtZ2oMGUuA2t072cyF2yGyg9v+XVhck6CIDxe G7sKTcQQpeeiA9ROecGiBw== 0000950144-01-509867.txt : 20020412 0000950144-01-509867.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950144-01-509867 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011207 GROUP MEMBERS: TCCC ACQUISITION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ODWALLA INC CENTRAL INDEX KEY: 0000892058 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033] IRS NUMBER: 770096788 STATE OF INCORPORATION: CA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49349 FILM NUMBER: 1808923 BUSINESS ADDRESS: STREET 1: 120 STONE PINE ROAD STREET 2: DRAWER O CITY: HALF MOON BAY STATE: CA ZIP: 94019 BUSINESS PHONE: 4157261888 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA CO CENTRAL INDEX KEY: 0000021344 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 580628465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ONE COCA COLA PLAZA CITY: ATLANTA STATE: GA ZIP: 30313 BUSINESS PHONE: 4046762121 MAIL ADDRESS: STREET 1: ONE COCA COLA PLAZA ZIP: 30313 SC TO-T/A 1 g73196ascto-ta.txt THE COCA-COLA COMPANY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) ODWALLA, INC. (Name of Subject Company (Issuer)) TCCC ACQUISITION CORP. AND THE COCA-COLA COMPANY (OFFERORS) (Names of Filing Persons (identifying status as offeror, issuer or other person)) COMMON STOCK, NO PAR VALUE PER SHARE (Title of Class of Securities) 676111107 (Cusip Number of Class of Securities) THE COCA-COLA COMPANY AND TCCC ACQUISITION CORP. C/O THE COCA-COLA COMPANY ONE COCA-COLA PLAZA ATLANTA, GEORGIA 30313 ATTENTION: CHIEF FINANCIAL OFFICER AND GENERAL COUNSEL TELEPHONE: 404-676-2121 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) Copies To: C. WILLIAM BAXLEY, ESQ. ALANA L. GRIFFIN, ESQ. KING & SPALDING 191 PEACHTREE STREET ATLANTA, GEORGIA 30303-1763 TELEPHONE: (404) 572-4600 DECEMBER 7, 2001 CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE $199,191,108 $39,839 * For the purpose of calculating the fee only, this amount assumes the purchase of 13,060,712 shares of Common Stock, no par value per share, of Odwalla at a purchase price of $15.25 per share. Such number includes all outstanding shares as of October 25, 2001, and assumes the exercise of all in-the-money stock options and warrants to purchase shares of Common Stock which are outstanding as of such date. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $39,839 Form or Registration No.: Schedule TO-C Filing Party: TCCC Acquisition Corp. and The Coca-Cola Company Date Filed: October 30, 2001 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [X] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed with the Securities and Exchange Commission on November 6, 2001, and as amended on November 20, 2001, by The Coca-Cola Company, a Delaware corporation ("TCCC"), and TCCC Acquisition Corp., a California corporation and a wholly owned subsidiary of TCCC (the "Offeror"). The Schedule TO relates to the offer by the Offeror to purchase all the outstanding shares of common stock, no par value (the "Shares"), of Odwalla, Inc., a California corporation ("Odwalla"), at a purchase price of $15.25 per Share, net to the seller in cash, less any required withholding taxes and without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in the related offer to purchase dated November 6, 2001 (the "Offer to Purchase"), and in the related letter of transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). ITEMS 1 THROUGH 9, 11 and 12 Items 1 through 9, 11 and 12 of the Schedule TO which incorporate by reference the information contained in the Offer to Purchase are hereby amended as follows: The Offer expired at 12:00 midnight, San Francisco, California time on Thursday, December 6, 2001. A total of 10,725,906 Shares had been validly tendered and not withdrawn prior to the expiration of the Offer (including 170,168 shares tendered pursuant to notices of guaranteed delivery), representing approximately 95.6% of the outstanding Shares, on a Fully Diluted Basis. Payment for these Shares will be made promptly. On December 7, 2001, TCCC issued a press release, a copy of which is attached to this Amendment No. 2 as Exhibit (a)(12) and is incorporated into the Schedule TO by reference. ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended to add subparagraph (a)(12) as follows: "(a)(12) Press Release issued by TCCC on December 7, 2001" SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. THE COCA-COLA COMPANY By: /s/ David M. Taggart ---------------------------------------- Name: David M. Taggart Title: Vice President and Treasurer TCCC ACQUISITION CORP. By: /s/ David M. Taggart ---------------------------------------- Name: David M. Taggart Title: Vice President and Treasurer Date: December 7, 2001 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------- *(a)(1) Offer to Purchase dated November 6, 2001. *(a)(2) Form of Letter of Transmittal. *(a)(3) Form of Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(4) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(5) Form of Notice of Guaranteed Delivery. *(a)(6) Guidelines for Certification of Taxpayer Identification Number on substitute Form W-9. *(a)(7) Instructions for Form W-8BEN. *(a)(8) Summary Advertisement as published on November 6, 2001. *(a)(9) Press Release jointly issued by Odwalla and TCCC on October 30, 2001. *(a)(10) Press Release issued by TCCC on November 6, 2001. *(a)(11) Press Release issued by TCCC on November 20, 2001. (a)(12) Press Release issued by TCCC on December 7, 2001. *(d)(1) Agreement and Plan of Merger, dated October 29, 2001, by and among The Coca-Cola Company, Perry Phillip Corp. and Odwalla, Inc. (Incorporated by reference from Appendix A to the Offer to Purchase filed as Exhibit (a)(1) hereto.) *(d)(2) Form of Tender Agreement with voting agreement, dated October 29, 2001, by and among the Tendering Shareholders, The Coca-Cola Company and Perry Phillip Corp. (Incorporated by reference from Appendix B to the Offer to Purchase filed as Exhibit (a)(1) hereto.) *(d)(3) Form of Tender Agreement without voting agreement, dated October 29, 2001, by and among the Tendering Shareholders, The Coca-Cola Company and Perry Phillip Corp. (Incorporated by reference from Appendix C to the Offer to Purchase filed as Exhibit (a)(1) hereto.) *(d)(4) Stock Option Agreement dated as of October 29, 2001, by and among Odwalla, Inc., The Coca-Cola Company and Perry Phillip Corp. (Incorporated by reference from Appendix D to the Offer to Purchase filed as Exhibit (a)(1) hereto.) *(d)(5) Employment Agreement, made October 29, 2001 by and between Odwalla, Inc. and D. Stephen C. Williamson.
- --------- * Previously filed EX-99.(A)(12) 3 g73196aex99-a12.txt PRESS RELEASE EXHIBIT (a)(12) FOR MORE INFORMATION, CONTACT: Ben Deutsch The Coca-Cola Company 404-676-2683 THE COCA-COLA COMPANY COMPLETES TENDER OFFER FOR ODWALLA, INC. ATLANTA (December 7, 2001) -- The Coca-Cola Company (NYSE: KO) today announced the successful completion of the cash tender offer for all outstanding shares of common stock of Odwalla, Inc. (Nasdaq: ODWA). The tender offer, which commenced on November 6, 2001, expired at 12:00 midnight, San Francisco, California time, on December 6, 2001. A total of 10,725,906 shares of Odwalla common stock had been validly tendered and not withdrawn prior to the expiration of the offer (including 170,168 shares tendered pursuant to notices of guaranteed delivery), representing approximately 95.6% of the outstanding shares of Odwalla. Payment for these shares will be made promptly. The Coca-Cola Company will complete the acquisition of Odwalla on or about December 12, 2001 through a short-form merger in which shares of Odwalla common stock not purchased in the tender offer will be converted into the right to receive $15.25 per share in cash. A letter of transmittal to be used for surrendering certificates in exchange for the cash payment will be sent to holders who did not tender their shares in the offer. ### ABOUT THE COCA-COLA COMPANY The Coca-Cola Company is the world's largest beverage company and is the leading producer and marketer of soft drinks. Along with Coca-Cola, recognized as the world's best-known brand, The Coca-Cola Company markets four of the world's top five soft drink brands, including diet Coke, Fanta and Sprite. Through the world's largest distribution system, consumers in nearly 200 countries enjoy The Coca-Cola Company's products at a rate of more than 1 billion servings each day. For more information about The Coca-Cola Company, please visit its website at www.coca-cola.com. This press release contains statements, estimates or projections, not historical in nature, that may constitute "forward-looking statements" as defined under U.S. federal securities laws. These statements, which speak only as of the date given, are subject to certain risks and uncertainties that could cause actual results to differ materially from our Company's historical experience and its present expectations or projections. These risks include, but are not limited to, its ability to finance expansion plans, share repurchase programs and general operating activities; changes in the non-alcoholic beverages business environment, including actions of competitors and changes in consumer preferences; regulatory and legal changes; fluctuations in the cost and availability of raw materials; interest rate and currency fluctuations; changes in economic and political conditions; its ability to penetrate developing and emerging markets; the effectiveness of its advertising and marketing programs; litigation uncertainties; adverse weather conditions; and other risks discussed in our Company's filings with the SEC, including our Annual Report on Form 10-K, which filings are available from the SEC. The Coca-Cola Company does not undertake any obligation to publicly update or revise any forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----