-----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, M/zdprOVZxPMDiot0jTYGX3B2WMzMW1O5yQKShHdjQaRe0TmHGgRtZ6pGldlShKD 40AGn4UR8jqjlS3cbzpfuQ== 0000804055-98-000001.txt : 19980116 0000804055-98-000001.hdr.sgml : 19980116 ACCESSION NUMBER: 0000804055-98-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980106 ITEM INFORMATION: FILED AS OF DATE: 19980115 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA ENTERPRISES INC CENTRAL INDEX KEY: 0000804055 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 580503352 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09300 FILM NUMBER: 98507308 BUSINESS ADDRESS: STREET 1: 2500 WINDY RIDGE PKWY CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7709893000 MAIL ADDRESS: STREET 1: 2500 WINDY RIDGE PKWY CITY: ATLANTA STATE: GA ZIP: 30339 8-K 1 8-K 6.75% DEBENTURES DUE 2038 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 6, 1998 (Date of earliest event reported) COCA-COLA ENTERPRISES INC. (Exact name of Registrant as specified in its charter) Delaware 1-9300 58-0503352 (State of (Commission File No.) (IRS Employer incorporation) Identification No.) 2500 Windy Ridge Parkway, Atlanta, Georgia 30339 (Address of principal executive offices, including zip code) (770) 989-3000 (Registrant's telephone number, including area code) Page One of 12 Exhibit Index Page 4 Item 7. Financial Statements and Exhibits. (c) Exhibits 1.01 Terms Agreement dated as of January 6, 1998 relating to the offer and sale of the 6.75% Debentures Due 2038 (the "Debentures"). 4.01 Form of the Debentures. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COCA-COLA ENTERPRISES INC. (Registrant) /S/ LOWRY F. KLINE By:________________________________ Name: Lowry F. Kline Title: Executive Vice President and General Counsel Date: January 14, 1998 EXHIBIT INDEX Exhibit No. Page 1.01 Terms Agreement dated as of January 5 6, 1998 relating to the offer and sale of the 6.75% Debentures Due 2038 (the "Debentures"). 4.01 Form of the Debentures. 8 EX-1.01 2 TERMS AGREEMENT DATED 01/06/97 COCA-COLA ENTERPRISES INC. (a Delaware corporation) Senior Debt Securities TERMS AGREEMENT Date: January 6, 1998 TO: COCA-COLA ENTERPRISES INC. 2500 Windy Ridge Parkway Atlanta, Georgia 30339 RE: Underwriting Agreement dated September 25, 1996 SENIOR DEBT SECURITIES Title of Senior Debt Securities: 6.75% Debentures Due 2038 Principal amount to be issued: $250,000,000 Current ratings: A3/A+ Interest Rate: 6.75% Interest payment Payable on January 15 and July 15 of dates: each year, commencing July 15, 1998 Date of maturity: January 15, 2038 Redemption N/A provisions: Sinking fund None requirements: Delayed Delivery Not authorized Contracts: Fee: .875% Public offering 99.805%, plus accrued interest from price: January 9, 1998 Closing date and location: January 9, 1998, at 10:00 a.m., New York City time, at the offices of Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New York 10006. Notice to the Underwriters pursuant to Section 11 of the Underwriting Agreement shall be given to: Lehman Brothers Inc., 3 World Financial Center, New York, New York 10285, Attention: Robert H. Swindell. Place of delivery of Securities: Through the facilities of The Depository Trust Company to the account of Lehman Brothers Inc., 3 World Financial Center, New York, New York 10285. Modifications to the Underwriting Agreement: The Senior Debt Securities are being sold hereunder pursuant to the Company's registration statements on Form S-3 (No. 33- 62757 and No. 333-18569), pursuant to which the Company has registered up to $2,500,000,000 aggregate principal amount of Senior Debt Securities. Section 2: Payment for all Senior Debt Securities purchased hereunder shall be made in immediately available funds on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this Agreement for the account of the Company maintained at Citibank, N.A., New York, New York, account number 38488726. Cleary, Gottlieb, Steen & Hamilton, counsel to the Underwriters, will render the opinion referred to in Section 4(b)(2) of the Underwriting Agreement. The Senior Debt Securities will trade in The Depository Trust Company's Same-Day Funds Settlement System until maturity, and secondary market trading activity for the Senior Debt Securities will, therefore, settle in immediately available funds. All payments of principal and interest will be made by the Company in immediately available funds. Each Underwriter listed below severally agrees, subject to the terms and provisions of the above-referenced Underwriting Agreement, which is incorporated herein in its entirety and made a part hereof, to purchase the principal amounts of Senior Debt Securities set forth opposite its name below: Underwriter 6.75% Debentures Due 2038 Lehman Brothers Inc. $83,340,000 Morgan Stanley & Co. $83,330,000 Incorporated Salomon Brothers Inc $83,330,000 Total $250,000,000 LEHMAN BROTHERS INC. MORGAN STANLEY & CO. INCORPORATED SALOMON BROTHERS INC BY LEHMAN BROTHERS INC. /S/ ROBERT H. SWINDELL By_________________________ Name: Robert H. Swindell Title: Managing Director Accepted: COCA-COLA ENTERPRISES INC. /S/ VICKI R. PALMER By___________________________ Name: Vicki R. Palmer Title: Vice President and Treasurer EX-4.01 3 FORM OF THE DEBENTURE EXHIBIT 4.01 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. COCA-COLA ENTERPRISES INC. 6.75% DEBENTURE DUE 2038 R-1 $250,000,000 REGISTERED (Principal Amount) GLOBAL SECURITY CUSIP: 191219 BC 7 COCA-COLA ENTERPRISES INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Company), which term includes any successor corporation under the Indenture referred to herein), for value received, hereby promises to pay to CEDE & CO., or registered assigns, upon presentation, the principal sum of TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) on January 15, 2038 (the "Maturity Date") in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest thereon, in like coin or currency, at a rate of 6.75% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months, until the principal hereof is paid or duly made available for payment, semiannually in arrears on January 15 and July 15 (each an "Interest Payment Date") in each year commencing on July 15, 1998, to the registered holder of this Debenture (the "Holder") as of the close of business on the Regular Record Date for such interest payment, which shall be the January 1 and July 1 next preceding such Interest Payment Date, and on the Maturity Date shown above. Interest on this Debenture will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid, from January 9, 1998, until the principal hereof has been paid or duly made available for payment. If the Maturity Date or an Interest Payment Date falls on a day which is not a Business Day, as defined below, principal or interest payable with respect to such Maturity Date or Interest Payment Date, as the case may be, will be paid on the next succeeding Business Day with the same force and effect as if made on such Maturity Date or Interest Payment Date, as the case may be, and no interest shall accrue on the amount so payable for the period from and after such Maturity Date or Interest Payment Date. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, subject to certain exceptions provided in the Indenture (as defined below), be paid to the Person in whose name this Debenture (or one or more predecessor Debentures) is registered at the close of business on the Regular Record Date for such interest payment; provided, however, that interest payable on the Maturity Date will be payable to the Person to whom the principal hereof is payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Persons, and on the notice, as is provided in the Indenture. As used herein, "Business Day" means any day, other than a Saturday or Sunday, on which banks in The City of New York are not required or authorized by law to close. Payment of the principal of and interest on this Debenture will be made by wire transfer in immediately available funds to an account maintained by DTC for such purpose. This Debenture is one of a duly authorized issue of securities (hereinafter called the "Securities") of the Company issued and to be issued under an Indenture dated as of July 30, 1991, as amended and supplemented by the First Supplemental Indenture dated as of January 29, 1992 (collectively, the "Indenture"), between the Company and The Chase Manhattan Bank, formerly known as Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto and the Officers' Certificate setting forth the terms of this series of Securities reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the Holders and the terms upon which the Debentures are, and are to be, authenticated and delivered. This Debenture is one of the series of Securities designated as "6.75% Debentures Due 2038" (the "Debentures"). The Indenture does not limit the aggregate principal amount of Securities that may be issued thereunder. If an Event of Default, as defined in the Indenture, with respect to the Debentures shall occur and be continuing, the principal amount hereof may be declared, and upon such declaration shall be due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series under the Indenture to be affected at any time by the Company and the Trustee with the consent of the Holders of 66-2/3% in aggregate principal amount of the Outstanding Securities of each series under the Indenture affected thereby. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series under the Indenture, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture or such Securities and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Debenture at the times, places, and rate, and in the coin or currency, herein prescribed. As provided in the Indenture, and subject to certain limitations therein set forth, the transfer of this Debenture may be registered on the Security Register of the Company upon surrender of this Debenture for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Debentures of this series having the same terms as this Debenture, of authorized denominations, having the same terms and conditions and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Debentures are issuable only in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. As provided in the Indenture, and subject to certain limitations therein set forth, this Debenture is exchangeable for a like aggregate principal amount of Debentures of this series having the same terms as this Debenture of a different authorized denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Debenture for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. THE INDENTURE AND THE DEBENTURES, INCLUDING THIS DEBENTURE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture and all references in the Indenture to "Security" or "Securities" shall be deemed to include the Debentures. Unless the certificate of authentication hereon has been executed by The Chase Manhattan Bank, formerly known as Chemical Bank, the Trustee under the Indenture, or its successor thereunder, by the manual signature of one of its authorized officers, this Debenture shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or in facsimile, and a facsimile of its corporate seal to be imprinted hereon. COCA-COLA ENTERPRISES INC. /S/ VICKI R. PALMER By:________________________________ Name: Vicki R. Palmer Title: Vice President and Treasurer Attest: /S/ E. LISTON BISHOP III By:____________________________ Name: E. Liston Bishop III Title: Assistant Secretary [SEAL] Date: January 9, 1998 TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK as Trustee, /S/GREG MCFARLANE By: _____________________________ Name: Greg McFarlane Title: Vice President ASSIGNMENT FORM To assign this Debenture, fill in the form below: I or we assign and transfer this Debenture to (Print or type assignee's name, address and zip code) (Insert assignee's soc. sec. or tax I.D. no.) and irrevocably appoint agent to transfer this Debenture on the books of the Company. The agent may substitute another to act for him. Dated:____________________ ______________________________ ______________________________ NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Debenture in every particular, without alteration or enlargement or any change whatever and must be guaranteed by a commercial bank or trust company having its principal office or a correspondent in the City of New York or by a member broker of the New York, Midwest or Pacific Stock Exchange. -----END PRIVACY-ENHANCED MESSAGE-----