Filed Pursuant to Rule 424(b)(5)
Registration Number 333-59936
Prospectus Supplement to Prospectus dated May 18, 2001.
$250,000,000
(COCA-COLA LOGO)
4.00% Notes due June 1, 2005
----------------------
The Coca-Cola Company will pay interest on the notes on June 1 and December
1 of each year. The first such payment will be made on December 1, 2002. The
notes will be issued only in denominations of $1,000 and integral multiples of
$1,000.
The Coca-Cola Company has the option to redeem some or all of the notes at
a redemption price equal to the principal amount of the notes plus accrued
interest to the redemption date if events involving U.S. taxation described in
this prospectus supplement occur.
The notes offered by this prospectus supplement form a part of the series
of The Coca-Cola Company's 4.00% notes due June 1, 2005, of which The Coca-Cola
Company issued $500,000,000 aggregate principal amount on March 8, 2002, and
have the same terms as the other notes of this series other than their date of
issuance and their initial public offering price. The notes offered by this
prospectus supplement will have the same CUSIP number as the other notes and
will trade interchangeably with the other notes immediately upon settlement. The
issuance of the notes offered by this prospectus supplement will increase the
aggregate principal amount of the outstanding notes of this series to
$750,000,000.
----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY 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.
----------------------
Per Note Total
-------- ------------
Initial public offering price............................... 99.104% $247,760,000
Underwriting discount....................................... 0.169% $ 422,500
Proceeds, before expenses, to The Coca-Cola Company......... 98.935% $247,337,500
The initial public offering price set forth above does not include interest
accrued on the notes from March 8, 2002 to the date they are delivered. That
accrued interest must be paid by the purchasers.
----------------------
The underwriters expect to deliver the notes in book-entry form only
through the facilities of The Depository Trust Company against payment in New
York, New York on May 17, 2002.
GOLDMAN, SACHS & CO. UTENDAHL CAPITAL PARTNERS, L.P.
----------------------
Prospectus Supplement dated May 14, 2002.
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not, and the underwriters have not, authorized any other person to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. You should assume that the
information appearing in this prospectus supplement and the accompanying
prospectus, as well as information that we have previously filed with the
Securities and Exchange Commission and incorporated by reference, is accurate
only as of the date of the applicable document.
----------------------
The distribution of this prospectus supplement and the accompanying
prospectus and the offering of the notes in certain jurisdictions may be
restricted by law. If you possess this prospectus supplement and the
accompanying prospectus, you should find out about and observe these
restrictions. This prospectus supplement and the accompanying prospectus are not
an offer to sell the notes and are not soliciting an offer to buy the notes in
any jurisdiction where the offer or sale is not permitted or where the person
making the offer or sale is not qualified to do so or to any person to whom it
is not permitted to make such offer or sale. See "Underwriting."
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain written and oral statements made by us and our subsidiaries or with
the approval of an authorized executive officer of The Coca-Cola Company may
constitute "forward-looking statements" as defined under the United States
Private Securities Litigation Reform Act of 1995, including statements made in
this prospectus supplement, the accompanying prospectus and other filings with
the Securities and Exchange Commission. Generally, the words "believe,"
"expect," "intend," "estimate," "anticipate," "project," "will" and similar
expressions identify forward-looking statements, which generally are not
historical in nature. All statements which address operating performance, events
or developments that we expect or anticipate will occur in the
future -- including statements relating to volume growth, share of sales and
earnings per share growth and statements expressing general optimism about
future operating results -- are forward-looking statements. Forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from our historical experience and our
present expectations or projections. As and when made, management believes that
these forward-looking statements are reasonable. However, caution should be
taken not to place undue reliance on any such forward-looking statements since
such statements speak only as of the date when made. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
The following are some of the factors that could cause our actual results
to differ materially from the expected results described in or underlying our
forward-looking statements:
- Foreign currency rate fluctuations, interest rate fluctuations and other
capital market conditions. Most of our exposures to capital markets,
including foreign currency and interest rates, are managed on a
consolidated basis, which allows us to net certain exposures and, thus,
take advantage of any natural offsets. We use derivative financial
instruments to reduce our net exposure to financial risks. There can be
no assurance, however, that our financial risk management program will be
successful in reducing capital market exposures.
- Changes in the nonalcoholic beverages business environment. These
include, without limitation, changes in consumer preferences, competitive
product and pricing pressures and our ability to gain or maintain share
of sales in the global market as a result of actions by competitors.
While we believe our opportunities for sustained, profitable growth are
considerable, factors such as these could impact our earnings, share of
sales and volume growth.
- Adverse weather conditions, which could reduce demand for our products.
- Our ability to generate sufficient cash flows to support capital
expansion plans, share repurchase programs and general operating
activities.
- Changes in laws and regulations, including changes in accounting
standards, taxation requirements (including tax rate changes, new tax
laws and revised tax law interpretations) and environmental laws in
domestic or foreign jurisdictions.
- The effectiveness of our advertising, marketing and promotional programs.
- Fluctuations in the cost and availability of raw materials and the
ability to maintain favorable supplier arrangements and relationships.
- Our ability to achieve earnings forecasts, which are generated based on
projected volumes and sales of many product types, some of which are more
profitable than others. There can be no assurance that we will achieve
the projected level or mix of product sales.
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- Economic and political conditions, especially in international markets,
including civil unrest, governmental changes and restrictions on the
ability to transfer capital across borders.
- Our ability to penetrate developing and emerging markets, which also
depends on economic and political conditions, and how well we are able to
acquire or form strategic business alliances with local bottlers and make
necessary infrastructure enhancements to production facilities,
distribution networks, sales equipment and technology. Moreover, the
supply of products in developing markets must match the customers' demand
for those products, and due to product price and cultural differences,
there can be no assurance of product acceptance in any particular market.
- The uncertainties of litigation, as well as other risks and uncertainties
detailed from time to time in our Securities and Exchange Commission
filings.
The foregoing list of important factors is not exclusive.
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THE COMPANY
The Coca-Cola Company is the largest manufacturer, distributor and marketer
of nonalcoholic beverage concentrates and syrups in the world. Finished beverage
products bearing our trademarks, sold in the United States since 1886, are now
sold in nearly 200 countries and include the leading soft drink products in most
of these countries.
Our business is nonalcoholic beverages -- principally soft drinks but also
a variety of noncarbonated beverages, including juice and juice-drink products.
We are one of numerous competitors in the commercial beverages market. Of the
approximately 48 billion beverage servings of all types consumed worldwide every
day, beverages bearing our trademarks account for more than 1.1 billion.
We were incorporated in September 1919 under the laws of the State of
Delaware and succeeded to the business of a Georgia corporation with the same
name that had been organized in 1892.
Our principal office is located at One Coca-Cola Plaza, N.W., Atlanta,
Georgia 30313, and our telephone number is (404) 676-2121.
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SELECTED FINANCIAL DATA
We derived the selected financial data set forth below as of and for the
years ended December 31, 2001, 2000, 1999, 1998 and 1997 from our audited
consolidated financial statements, with the exception of net operating revenues
and gross profit amounts, which have been adjusted for certain reclassifications
as described in note (1) to the table below. We derived the selected financial
data set forth below as of and for the three months ended March 31, 2002 and
2001 from our unaudited condensed consolidated financial statements. In our
opinion, these interim condensed consolidated financial statements include all
adjustments (consisting of normal recurring accruals), as well as the accounting
change to adopt Statement of Financial Accounting Standards No. 142, "Goodwill
and Intangible Assets," on January 1, 2002 and the accounting change to adopt
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as
amended by SFAS No. 137 and SFAS No. 138, on January 1, 2001, considered
necessary for a fair presentation of our financial position and results of
operations for these interim periods. Operating results for the three months
ended March 31, 2002 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2002. The following information should
be read in conjunction with our consolidated financial statements and the notes
thereto which are incorporated by reference in this prospectus supplement and
the accompanying prospectus, copies of which may be obtained free of charge. See
"Where You Can Find More Information" on page 1 of the accompanying prospectus.
AS OF OR FOR THE THREE
MONTHS ENDED MARCH 31, AS OF OR FOR THE YEAR ENDED DECEMBER 31,
------------------------- -----------------------------------------------
2002 2001
(UNAUDITED) (UNAUDITED) 2001 2000 1999 1998 1997
----------- ----------- ------- ------- ------- ------- -------
IN MILLIONS, EXCEPT PER SHARE AMOUNTS
INCOME STATEMENT DATA:
Net operating
revenues(1)............. $ 4,079 $ 3,959 $17,545 $17,353 $16,767 $16,301 $16,611
Gross profit(1)........... 2,685 2,614 11,501 11,149 10,758 10,739 10,596
Operating income.......... 1,253 1,280 5,352 3,691 3,982 4,967 5,001
Net income before
cumulative effect of
accounting change....... 801 873 3,979 2,177 2,431 3,533 4,129
Net income (loss)......... (125) 863 3,969 2,177 2,431 3,533 4,129
Cash dividends per common
share................... 0.20 0.18 0.72 0.68 0.64 0.60 0.56
BALANCE SHEET DATA:
Total assets.............. $23,689 $22,248 $22,417 $20,834 $21,623 $19,145 $16,881
Long-term debt............ 2,478 1,359 1,219 835 854 687 801
Share-owners' equity...... 10,528 10,000 11,366 9,316 9,513 8,403 7,274
---------------
(1) Effective January 1, 2002, we adopted the provisions of Emerging Issues Task
Force Issue No. 01-9, "Accounting for Consideration Given by a Vendor to a
Customer or a Reseller of the Vendor's Products." EITF Issue No. 01-9
codifies and reconciles the Task Force consensuses on all or specific
aspects of EITF Issues No. 00-14, "Accounting for Certain Sales Incentives,"
No. 00-22, "Accounting for 'Points' and Certain Other Time-Based or
Volume-Based Sales Incentives Offers, and Offers for Free Products or
Services to be Delivered in the Future," and No. 00-25, "Vendor Income
Statement Characterization of Consideration Paid to a Reseller of the
Vendor's Products" and identifies other related interpretive issues. We
adopted the provisions of EITF Issues No. 00-14 and No. 00-22 on January 1,
2001, resulting in income statement reclassification of certain sales
incentives. Additionally, EITF Issue No. 01-9, effective January 1, 2002,
requires certain selling expenses incurred by us, not previously
reclassified, to be reclassified as deductions from revenue. Upon adoption
of all items included in EITF Issue No. 01-9, we reclassified both net
operating revenues and gross profit for the years ended December 31, 2001,
2000, 1999, 1998 and 1997 and the three months ended March 31, 2001 to
conform to the presentation for the three months ended March 31, 2002. These
reclassifications had no impact on operating income.
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CAPITALIZATION
The following table sets forth our consolidated capitalization as of March
31, 2002.
AS OF MARCH 31, 2002
--------------------
(UNAUDITED)
IN MILLIONS
Interest-bearing debt:
Loans and notes payable................................... $ 3,198
Current maturities of long-term debt...................... 202
Long-term debt............................................ 2,478
--------
Total interest-bearing debt....................... 5,878
Share-owners' equity:
Common stock.............................................. 873
Capital surplus........................................... 3,567
Reinvested earnings....................................... 22,821
Accumulated other comprehensive income and unearned
compensation on restricted stock....................... (2,871)
Treasury stock............................................ (13,862)
--------
Total share-owners' equity........................ 10,528
--------
Total capital............................................... $ 16,406
========
RATIOS OF EARNINGS TO FIXED CHARGES
Our ratios of earnings to fixed charges for the five fiscal years ended
December 31, 2001 and the three months ended March 31, 2002 are set forth below.
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------------ --------------------------------
2002 2001 2000 1999 1998 1997
---- ---- ---- ---- ---- ----
20.5 18.1 8.7 11.6 17.3 20.8
We computed the ratios of earnings to fixed charges on a total enterprise
basis by dividing income from continuing operations before income taxes and
changes in accounting principles (excluding undistributed equity earnings) and
fixed charges (excluding capitalized leases) by fixed charges. Fixed charges
consist of interest expense, the interest portion of rental expense and
capitalized interest.
As of March 31, 2002, we were contingently liable for guarantees of
indebtedness owed by third parties in the amount of $425 million. Fixed charges
for these contingent liabilities have not been included in the computations of
the above ratios as the amounts are immaterial and, in the opinion of
management, it is not probable that we will be required to satisfy the
guarantees.
USE OF PROCEEDS
We estimate that we will receive approximately $247.1 million from the sale
of the notes, after deducting underwriting discounts and estimated offering
expenses. We currently intend to use these net proceeds for general corporate
purposes.
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DESCRIPTION OF NOTES
The following description of the particular terms of the notes supplements
the description of the general terms set forth in the accompanying prospectus.
It is important for you to consider the information contained in the
accompanying prospectus and this prospectus supplement before making your
decision to invest in the notes. If any specific information regarding the notes
in this prospectus supplement is inconsistent with the more general terms of the
notes described in the prospectus, you should rely on the information contained
in this prospectus supplement.
GENERAL
The notes offered by this prospectus supplement are senior debt securities
issued under our indenture with Bankers Trust Company (now known as Deutsche
Bank Trust Company Americas), as trustee. The notes will initially be limited to
an aggregate principal amount of $250,000,000. The notes offered by this
prospectus supplement form a part of the series of our 4.00% notes due June 1,
2005, of which we issued $500,000,000 aggregate principal amount on March 8,
2002, and have the same terms as the other notes of this series other than their
date of issuance and their initial public offering price. The notes offered by
this prospectus supplement will have the same CUSIP number as the other notes
and will trade interchangeably with the other notes immediately upon settlement.
The issuance of the notes offered by this prospectus supplement will increase
the aggregate principal amount of the outstanding notes of this series to
$750,000,000. The notes will be issued only in fully registered form without
coupons, in denominations of $1,000 and whole multiples of $1,000. All the notes
are unsecured obligations of The Coca-Cola Company and will rank equally with
all of our other unsecured senior indebtedness, whether currently existing or
hereinafter created.
The notes will bear interest at a fixed rate per year of 4.00%, starting on
March 8, 2002 and ending on their maturity date, which is June 1, 2005. Interest
on the notes will be payable semiannually on June 1 and December 1 of each year,
starting on December 1, 2002. All payments of interest on the notes will be made
to the persons in whose names the notes are registered on the May 15 or November
15 preceding the applicable interest payment date. The amount of the interest
payment on December 1, 2002 will be $29.22 per $1,000 principal amount of notes.
The initial public offering price of the notes, as set forth on the cover page
of this prospectus supplement, does not include accrued interest on the notes
from March 8, 2002 to the date they are delivered. That accrued interest must be
paid by the purchasers.
Interest will be calculated on the basis of a 360-day year comprised of
twelve 30-day months. All dollar amounts resulting from this calculation will be
rounded to the nearest cent.
Payments of principal of and interest on the notes issued in book-entry
form will be made as described below under "-- Book-Entry Notes." Payments of
principal of and interest on notes issued in definitive form, if any, will be
made as described below under "-- Definitive Notes and Paying Agent."
If either a date for payment of principal or interest on the notes or the
maturity date of the notes falls on a day that is not a Business Day, the
related payment of principal or interest will be made on the next succeeding
Business Day as if made on the date the payment was due. No interest will accrue
on any amounts payable for the period from and after the date for payment of
principal of or interest on the notes or the maturity date of the notes. For
these purposes, "Business Day" means any day which is a day on which commercial
banks settle payments and are open for general business in The City of New York.
The defeasance provisions described in the accompanying prospectus under
"Description of Debt Securities -- Defeasance of the Indenture and Securities"
and in Section 12.01(b) of the indenture will not be applicable to the notes.
The lien and sale and leaseback provisions
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described in the accompanying prospectus under "Description of Debt
Securities -- Restrictive Covenants" and in Sections 5.03 and 5.04 of the
indenture will not be applicable to the notes.
We may, without notice to or consent of the holders or beneficial owners of
the notes, issue additional notes having the same ranking, interest rate,
maturity and/or other terms as the notes. Any such additional notes issued could
be considered part of the same series of notes under the indenture as the notes
offered by this prospectus supplement.
The indenture is subject to the provisions of the Trust Indenture Reform
Act of 1990, which became effective on November 15, 1990, and governs indentures
qualified prior to that date. As of the date of this prospectus supplement, we
have issued under the indenture and there are outstanding the following
securities:
- our 6 5/8% notes due October 1, 2002;
- our 6% notes due July 15, 2003;
- our 7 3/8% debentures due July 29, 2093;
- our 5.75% notes due March 15, 2011; and
- our 4.00% notes due June 1, 2005, of which the notes offered by this
prospectus supplement will be a part.
BOOK-ENTRY NOTES
THE DEPOSITORY TRUST COMPANY
Except under the limited circumstances described below, all notes will be
book-entry notes. This means that the actual purchasers of the notes will not be
entitled to have the notes registered in their names and will not be entitled to
receive physical delivery of the notes in definitive (paper) form. Instead, upon
issuance, all the notes will be represented by one or more fully registered
global notes.
Each global note will be deposited with The Depository Trust Company, a
securities depositary, and will be registered in the name of DTC's nominee, Cede
& Co. No global note representing book-entry notes may be transferred except as
a whole by DTC to a nominee of DTC, or by a nominee of DTC to another nominee of
DTC. Thus, DTC will be the only registered holder of the notes and will be
considered the sole representative of the beneficial owners of the notes for
purposes of the indenture.
The registration of the global notes in the name of Cede & Co. will not
affect beneficial ownership and is performed merely to facilitate subsequent
transfers. The book-entry system, which is also the system through which most
publicly traded common stock is held in the United States, is used because it
eliminates the need for physical movement of securities certificates. The laws
of some jurisdictions, however, may require some purchasers to take physical
delivery of their notes in definitive form. These laws may impair the ability of
holders to transfer book-entry notes.
Purchasers of notes may hold interests in the global notes only through
DTC, if they are participants in such system. Purchasers may also hold interests
indirectly through securities intermediaries -- such as banks, brokerage houses
and other institutions that maintain securities accounts for customers -- that
have accounts with DTC or its nominee ("participants"). For information on how
accounts of ownership of notes held through DTC are recorded, please refer to
"Description of Debt Securities -- Book-Entry Securities" beginning on page 13
of the accompanying prospectus.
We, the trustee and all of our and their agents will not be liable for the
accuracy of, or responsible for maintaining, supervising or reviewing, DTC's
records or any participant's records
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relating to book-entry notes. We, the trustee and all of our and their agents
also will not be responsible or liable for payments made on account of the
book-entry notes.
In this prospectus supplement, unless and until definitive (certificated)
notes are issued to the beneficial owners as described below, all references to
"holders" of notes shall mean DTC or its nominee. We, the trustee and any paying
agent, transfer agent or registrar may treat DTC as the absolute owner of the
notes for all purposes.
We will make all distributions of principal and interest on our notes to
DTC. We will send all required reports and notices solely to DTC as long as DTC
is the registered holder of the notes. DTC and its participants are generally
required by law to receive and transmit all distributions, notices and
directions from us and the trustee to the beneficial owners through a chain of
intermediaries. Purchasers of the notes will not receive written confirmation
from DTC of their purchases. However, beneficial owners of book-entry notes are
expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the participants or
indirect participants through which they entered into the transaction.
Similarly, we and the trustee will accept notices and directions solely
from DTC. Therefore, in order to exercise any rights of a holder of notes under
the indenture, each person owning a beneficial interest in the notes must rely
on the procedures of DTC. If the beneficial owner is not a participant in the
applicable system, then it must rely on the procedures of the participant
through which that person owns its interest. DTC has advised us that it will
take actions under the indenture only at the direction of its participants,
which in turn will act only at the direction of the beneficial owners. Some of
these actions, however, may conflict with actions DTC takes at the direction of
other participants and beneficial owners.
Notices and other communications by DTC to participants, by participants to
indirect participants, and by participants and indirect participants to
beneficial owners will be governed by arrangements among them.
Book-entry notes may be more difficult to pledge because of the lack of
physical notes. Beneficial owners may experience delays in receiving
distributions on their notes since distributions will initially be made to DTC
and must then be transferred through the chain of intermediaries to the
beneficial owner's account.
For additional information on DTC, please refer to "Description of Debt
Securities -- Book-Entry Securities" beginning on page 13 of the accompanying
prospectus.
SETTLEMENT PROCEDURES
Initial settlement for the notes will be made in immediately available
funds. Secondary market trading between DTC participants will occur in the
ordinary way, in accordance with DTC's rules, and will be settled in immediately
available funds using DTC's same-day funds settlement system. Although DTC has
agreed to the foregoing procedures in order to facilitate transfers of notes
among participants of DTC, DTC is under no obligation to perform or continue to
perform these procedures, and these procedures may be discontinued at any time.
DISTRIBUTIONS ON BOOK-ENTRY NOTES
We will make all distributions of principal of and interest on book-entry
notes to DTC. Upon receipt of any payment of principal or interest, DTC will
immediately credit the accounts of its participants on its book-entry
registration and transfer system. DTC will credit those accounts in proportion
to the participants' respective beneficial interests in the principal amount of
the global note as shown on the records of DTC. Payments by participants to
beneficial owners of book-entry notes will be governed by standing instructions
and customary practices, as is now the case with securities held for the
accounts of customers in bearer form or registered in "street name," and will be
the responsibility of those participants.
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DEFINITIVE NOTES AND PAYING AGENT
If any of the events described under "Description of Debt
Securities -- Book-Entry Securities" on page 13 of the accompanying prospectus
occurs, then the beneficial owners will be notified through the chain of
intermediaries that definitive notes are available and notice will be published
as described below under "-- Notices." Beneficial owners of book-entry notes
will then be entitled (1) to receive physical delivery in certificated form of
definitive notes equal in principal amount to their beneficial interest and (2)
to have the definitive notes registered in their names. The definitive notes
will be issued in denominations of $1,000 and whole multiples of $1,000 in
excess of that amount. Definitive notes will be registered in the name or names
of the person or persons DTC specifies in a written instruction to the registrar
of the notes. DTC may base its written instruction upon directions it receives
from its participants. Thereafter, the holders of the definitive notes will be
recognized as the "holders" of the notes under the indenture.
The indenture provides for the replacement of a mutilated, lost, stolen or
destroyed definitive note, so long as the applicant furnishes to us and the
trustee such security or indemnity and such evidence of ownership as we and the
trustee may require.
In the event definitive notes are issued, the holders of definitive notes
will be able to receive payments of principal of and interest on their notes at
the office of our paying agent maintained in the Borough of Manhattan, The City
of New York. Payment of principal of a definitive note may be made only against
surrender of the note to our paying agent. We have the option, however, of
making payments of interest by mailing checks to the address of the holder
appearing in the register of note holders maintained by the registrar.
Our paying agent in the Borough of Manhattan is currently the corporate
trust office of Deutsche Bank Trust Company Americas, currently located at 60
Wall Street, New York, New York 10005.
In the event definitive notes are issued, the holders of definitive notes
will be able to transfer their notes, in whole or in part, by surrendering the
notes for registration of transfer at the office of Deutsche Bank Trust Company
Americas duly endorsed by or accompanied by a written instrument of transfer in
form satisfactory to us and the securities registrar. A form of such instrument
of transfer will be obtainable at the offices of Deutsche Bank Trust Company
Americas. Upon surrender, we will execute, and the trustee will authenticate and
deliver, new notes to the designated transferee in the amount being transferred,
and a new note for any amount not being transferred will be issued to the
transferor. We will not charge any fee for the registration of transfer or
exchange, except that we may require the payment of a sum sufficient to cover
any applicable tax or other governmental charge payable in connection with the
transfer.
NOTICES
Notices to holders of the notes will be made by first class mail, postage
prepaid, to the addresses that appear on the register of The Coca-Cola Company.
PAYMENT OF ADDITIONAL AMOUNTS
OBLIGATION TO PAY ADDITIONAL AMOUNTS
We will pay additional amounts to the beneficial owner of any note that is
a non-United States person in order to ensure that every net payment on such
note will not be less, due to payment of United States withholding tax, than the
amount then due and payable. For this purpose, a "net payment" on a note means a
payment by us or a paying agent, including payment of principal and interest,
after deduction for any present or future tax, assessment or other governmental
charge of the United States. These additional amounts will constitute additional
interest on the note.
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EXCEPTIONS
We will not be required to pay additional amounts, however, in any of the
circumstances described in items (1) through (14) below.
(1) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld solely by reason of the holder or the
beneficial owner:
- having a relationship with the United States as a citizen, resident
or otherwise;
- having had such a relationship in the past; or
- being considered as having had such a relationship.
(2) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld solely by reason of the holder or the
beneficial owner:
- being treated as present in or engaged in a trade or business in
the United States;
- being treated as having been present in or engaged in a trade or
business in the United States in the past; or
- having or having had a permanent establishment in the United
States.
(3) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld solely by reason of the holder or the
beneficial owner being or having been a:
- personal holding company;
- foreign personal holding company;
- foreign private foundation or other foreign tax-exempt
organization;
- passive foreign investment company;
- controlled foreign corporation; or
- corporation which has accumulated earnings to avoid United States
federal income tax.
(4) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld solely by reason of the holder or the
beneficial owner (a) owning or having owned, actually or constructively, 10
percent or more of the total combined voting power of all classes of stock
of The Coca-Cola Company entitled to vote or (b) being a bank which
acquired such notes in consideration of an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of
business.
For purposes of items (1) through (4) above, "beneficial owner" means a
fiduciary, settlor, beneficiary, member or shareholder of the holder if the
holder is an estate, trust, partnership, limited liability company, corporation
or other entity, or a person holding a power over an estate or trust
administered by a fiduciary holder.
(5) Additional amounts will not be payable to any holder of a note that
is a:
- fiduciary;
- partnership;
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- limited liability company; or
- other fiscally transparent entity
or that is not the sole beneficial owner of the note, or any portion of the
note to the extent that a beneficiary or settlor in relation to the
fiduciary, or a beneficial owner or member of the partnership, limited
liability company or other fiscally transparent entity, would not have been
entitled to the payment of an additional amount had the beneficiary,
settlor, beneficial owner or member received directly its beneficial or
distributive share of the payment.
(6) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld solely by reason of the failure of the
beneficial owner or any other person to comply with applicable
certification, identification, documentation or other information reporting
requirements. This exception to the obligation to pay additional amounts
will only apply if compliance with such reporting requirements is required
by statute or regulation of the United States or by an applicable income
tax treaty to which the United States is a party as a precondition to
exemption from such tax, assessment or other governmental charge.
(7) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment or other governmental charge
that is collected or imposed by any method other than by withholding from a
payment on a note by us or a paying agent.
(8) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective more than
15 days after the payment becomes due or is duly provided for, whichever
occurs later.
(9) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld by reason of the presentation by the beneficial
owner of a note for payment more than 30 days after the date on which such
payment becomes due or is duly provided for, whichever occurs later.
(10) Additional amounts will not be payable if a payment on a note is
reduced as a result of any:
- estate tax;
- inheritance tax;
- gift tax;
- sales tax;
- excise tax;
- transfer tax;
- wealth tax;
- personal property tax; or
- any similar tax, assessment or other governmental charge.
(11) Additional amounts will not be payable if a payment on a note is
reduced as a result of any tax, assessment, or other governmental charge
required to be withheld by any paying agent from a payment of principal or
interest on a note if such payment can be made without such withholding by
any other paying agent.
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(12) Additional amounts will not be payable where withholding is
imposed on a payment to an individual and is required to be made pursuant
to any European Union Directive on the taxation of savings implementing the
conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any
law implementing or complying with, or introduced in order to conform to,
such Directive.
(13) Additional amounts will not be payable on a note presented for
payment by or on behalf of a beneficial owner who would have been able to
avoid such withholding or deduction by presenting the relevant note to
another paying agent in a member state of the European Union.
(14) Additional amounts will not be payable if a payment on a note is
reduced as a result of any combination of items (1) through (13) above.
Except as specifically provided in this section ("Payment of Additional
Amounts") and under "-- Redemption for Tax Purposes" below, we will not be
required to make any payment of any tax, assessment or other governmental charge
imposed by any government or a political subdivision or taxing authority of such
government.
RELEVANT DEFINITIONS
As used in this prospectus supplement, "United States person" means:
- any individual who is a citizen or resident of the United States;
- any corporation, partnership or other entity created or organized in or
under the laws of the United States;
- any estate if the income of such estate falls within the federal income
tax jurisdiction of the United States regardless of the source of such
income; and
- a trust (1) that validly elects to be treated as a United States person
for United States federal income tax purposes or (2)(a) the
administration over which a United States court can exercise primary
supervision and (b) all of the substantial decisions over which one or
more United States persons have the authority to control.
Additionally, "non-United States person" means a person who is not a United
States person, and "United States" means the United States of America, including
the States and the District of Columbia, its territories, its possessions and
other areas within its jurisdiction.
REDEMPTION FOR TAX PURPOSES
We may, at our option, redeem the notes as a whole, but not in part, for a
redemption price equal to 100% of the principal amount of the notes, together
with accrued interest to the redemption date, in the circumstances described in
items (1) or (2) below under "-- Redemption Circumstances."
REDEMPTION CIRCUMSTANCES
There are two sets of circumstances in which we may redeem the notes in the
manner described below under "-- Redemption Procedure:"
(1) We may redeem the notes if:
- we become or will become obligated to pay additional amounts as
described under "-- Payment of Additional Amounts" above; and
- the obligation to pay additional amounts arises as a result of any
change in the laws, regulations or rulings of the United States, or
an official position regarding the
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application or interpretation of such laws, regulations or rulings,
which change is announced or becomes effective on or after the date
of issuance of the notes.
(2) We may also redeem the notes if:
- any act is taken by a taxing authority of the United States on or
after the date of issuance of the notes, whether or not such act is
taken in relation to us or any affiliate, that results in a
substantial probability that we will or may be required to pay
additional amounts as described under "-- Obligation to Pay
Additional Amounts" above; and
- we receive an opinion of reputable tax counsel to the effect that an
act taken by a taxing authority of the United States results in a
substantial probability that we will or may be required to pay the
additional amounts described under "-- Obligation to Pay Additional
Amounts" above, and delivers to the trustee a certificate, signed by
a duly authorized officer, stating that based on such opinion we are
entitled to redeem the notes pursuant to their terms.
REDEMPTION PROCEDURE
We will provide not less than 30 nor more than 60 days' notice mailed to
each registered holder of the notes to be redeemed. See "-- Notices" above. If
the redemption notice is given and funds deposited as required, then interest
will cease to accrue on and after the redemption date. In the event that any
redemption date is not a Business Day, we will pay the redemption price on the
next Business Day without any interest or other payment due to the delay.
GOVERNING LAW
The indenture and the notes for all purposes shall be governed by and
construed in accordance with the laws of the State of New York.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the principal United States federal income
tax consequences of purchasing, holding and selling notes. This summary is based
on (1) the Internal Revenue Code of 1986, as amended (the "Code"), (2) income
tax regulations (proposed and final) issued under the Code, and (3)
administrative and judicial interpretations of the Code and regulations, each as
in effect and available as of the date of this prospectus supplement. These
income tax laws, regulations, and interpretations, however, may change at any
time, and any change could be retroactive to the issuance date of the notes.
Except as otherwise stated, this summary deals only with notes held as
capital assets by a holder who acquires notes as part of the initial
distribution at their initial issue price. This summary does not address all of
the United States federal income tax considerations that may be relevant to
non-United States holders. Further, this summary does not address tax
considerations applicable to investors to whom special tax rules may apply,
including:
- banks;
- tax-exempt entities;
- insurance companies;
- real estate investment trusts;
- regulated investment companies;
- grantor trusts;
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- common trust funds;
- dealers or traders in securities or currencies;
- persons that will hold the notes as a hedge or hedged against currency
risk or as a part of an integrated investment, including a "straddle" or
"conversion transaction," comprised of a note and one or more other
positions; or
- beneficial owners of notes that are United States persons that have a
functional currency other than the United States dollar.
Further, except where otherwise stated, this summary does not address:
- the United States federal estate and gift or alternative minimum tax
consequences of the purchase, ownership or sale of notes; or
- any state, local or foreign tax consequences of the purchase, ownership
and sale of notes.
Prospective investors should consult their tax advisors in determining the
particular United States federal income tax consequences to them of the
acquisition, ownership and disposition of the notes, as well as the application
of state, local, foreign or other tax laws.
As used herein, the term "United States holder" means a beneficial owner of
a note that is for United States federal income tax purposes (1) a citizen or
resident of the United States, (2) a corporation or partnership (including an
entity treated as a corporation or partnership for United State federal income
tax purposes) created or organized in or under the laws of the United States,
any state thereof or the District of Columbia, (3) an estate whose income is
subject to United States federal income tax regardless of its source, or (4) a
trust (a) that validly elects to be treated as a United States person for United
States federal income tax purposes or (b)(i) the administration over which a
United States court can exercise primary supervision and (ii) all of the
substantial decisions over which one or more United States persons have the
authority to control. As used herein, the term "non-United States holder" means
a beneficial owner of a note that is not a United States holder.
If a partnership (or any other entity treated as a partnership for U.S.
federal income tax purposes) holds the notes, the tax treatment of the
partnership and of a partner in such partnership will generally depend on the
status of the partner and the activities of the partnership. Such partner or
partnership should consult its own tax advisor as to its consequences.
UNITED STATES HOLDERS
PAYMENTS OF INTEREST
If you are a United States holder, payments of interest on a note will be
taxable to you as ordinary interest income at the time that such payments are
accrued or are received, in accordance with your usual method of tax accounting.
PURCHASE, SALE AND RETIREMENT OF NOTES
If you are a United States holder, your tax basis in a note generally will
equal the initial purchase price of such note to you. If you are a United States
holder, upon the sale, exchange, retirement or other taxable disposition of a
note, you generally will recognize gain or loss equal to the difference between
(1) the amount realized on the disposition (less any accrued interest, which
will be taxable as ordinary income) and (2) your adjusted tax basis in such
note. If you are a United States holder, except as provided below under the
heading "Market Discount", any such gain or loss generally will be long term
capital gain or loss if your holding period for the note exceeds one year at the
time of such disposition. If you are a noncorporate United States
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holder, the maximum marginal United States federal income tax rate applicable to
the gain will be lower than the maximum marginal United States federal income
tax rate applicable to ordinary income if your holding period for the notes
exceeds one year. The deductibility of capital losses is subject to limitations.
MARKET DISCOUNT
Based on the Treasury Regulations that govern whether notes issued in a
reopening are considered, for U.S. federal income tax purposes, to be part of
the same issue as the original debt instruments, the notes should be treated,
for U.S. federal income tax purposes, as part of the same issue of notes as the
notes issued on March 8, 2002. Thus, the notes should not be treated as being
issued with original issue discount. However, the notes will bear "market
discount" if you purchase a note at a price that produces a yield to maturity
higher than the yield to maturity at which such note was first issued and such
market discount is more than a specified de minimis amount.
Based on the yield to maturity of the notes issued on March 8, 2002 (which,
as described above, are treated, for U.S. federal income tax purposes, as part
of the same issue as the notes) and the issue price of the notes, the amount of
market discount on the notes should be more than the specified de minimis amount
and thus the notes should be treated as bearing market discount. Accordingly, if
you are a United States holder, any gain realized by you on the sale, exchange
or retirement of a note generally should be treated as ordinary income to the
extent of the market discount that accrued on the note while you held it, and
you could be required to defer the deduction of a portion of the interest paid
on any indebtedness incurred or continued to purchase or carry the note (unless
you elect to include such market discount in income as it accrues). In general,
market discount on a note will be treated as accruing ratably over the term of
the note, or at your election, under a constant yield method.
NON-UNITED STATES HOLDERS
Subject to the discussion of backup withholding below, under United States
federal income tax law:
- if you are a non-United States holder, unless you are (1) a controlled
foreign corporation related, directly or indirectly, to The Coca-Cola
Company by stock ownership, (2) a shareholder owning actually or
constructively 10% or more of the total combined voting power of all
classes of stock of The Coca-Cola Company entitled to vote or (3) a bank
which acquired such notes in consideration of an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of
business, payments to you of principal of, and interest on, the notes
will not be subject to United States withholding tax, provided that (a)
valid certifications (described below) establishing that you are not a
United States person are received or an exemption is otherwise
established and (b) neither we nor our paying agent has actual knowledge
or reason to know that the conditions of the exemption are, in fact, not
satisfied;
- if you are a non-United States holder, any gain or income realized by you
upon the sale or redemption of the notes will not be subject to United
States income or withholding tax unless (1) such gain is effectively
connected with the conduct by you of a trade or business in the United
States or (2) if you are an individual non-United States holder, and you
are present in the United States for 183 days or more in the taxable year
of such sale, exchange or retirement and certain other conditions are
met; and
- a note that is held by an individual who at the time of death is not a
citizen or resident of the United States will not be subject to United
States federal estate tax as a result of such individual's death,
provided that such individual is not actually or constructively a 10% (or
more) shareholder of The Coca-Cola Company and, at the time of such
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individual's death, payments of interest with respect to such notes would
not have been effectively connected with the conduct by such individual
of a trade or business in the United States.
If you are a non-United States holder, however, whose interest on the notes
is effectively connected with the conduct of a trade or business in the United
States you will be subject to United States federal income tax on the interest
on a net income basis in the same manner as if you were a United States holder.
In addition, if you are a non-United States holder that is a foreign corporation
you may be subject to a branch profits tax equal to 30%, or lower applicable
treaty rate, of your effectively connected earnings and profits, including (1)
any interest on a note and (2) any gain recognized on a sale, exchange or
retirement of a note, for the taxable year, subject to adjustments.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Certain noncorporate holders of notes may be subject to backup withholding
tax and information reporting requirements with respect to payments made on a
note. Backup withholding tax and information reporting requirements will apply
to you only if you are a United States person (as defined in the Code) and you
(1) fail to furnish your Taxpayer Identification Number ("TIN") which, in the
case of an individual, is your Social Security number, (2) furnish an incorrect
TIN, (3) are notified by the IRS that you have failed to properly report
payments of interest or dividends, or (4) under certain circumstances, fail to
certify, under penalty of perjury, that you furnished a correct TIN and have not
been notified by the Internal Revenue Service ("IRS") that you are subject to
backup withholding tax and information reporting requirements. The amounts
withheld under the backup withholding rules are not an additional tax and may be
refunded, or credited against your United States federal income tax liability
provided that the required information is furnished to the IRS.
Under current Treasury regulations, backup withholding will not apply to
payments to a person that is not a United States person on notes that The
Coca-Cola Company or any paying agent make, provided that The Coca-Cola Company
has received valid certifications meeting the requirements of the Code and
neither The Coca-Cola Company nor the paying agent has actual knowledge or
reason to know that you are a United States person for purposes of such backup
withholding tax requirements. Failure to provide such valid certifications in
accordance with the requirements of the Code and the applicable Treasury
regulations could subject you to withholding even if you were otherwise entitled
to an exemption from withholding.
If provided by a beneficial owner, the certification (generally provided on
an IRS Form W-8BEN or a successor form) must give the name and address of such
owner, state such owner is not a United States person, or, in the case of an
individual, that such person is neither a citizen or resident of the United
States, and must be signed by the owner under penalties of perjury. If provided
by a financial institution, other than a financial institution that is a
qualified intermediary, the certification (generally provided on an IRS Form
W-8IMY or a successor form) must state that the financial institution has
received from the beneficial owner the certificate set forth in the preceding
sentence, set forth the information contained in such certificate (and include a
copy of such certificate), and be signed by an authorized representative of the
financial institution under penalties of perjury. Generally, the furnishing of
the names of the beneficial owners of the notes that are not United States
persons and a copy of such beneficial owner's certificate by a financial
institution will not be required where the financial institution is a qualified
intermediary which has entered into a withholding agreement with the IRS
pursuant to the applicable Treasury regulations.
In the case of payments to a foreign partnership, a foreign simple trust,
or a foreign grantor trust, other than payments to a foreign partnership, a
foreign simple trust, or a foreign grantor trust that qualifies as a withholding
foreign partnership or a withholding foreign trust within the
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meaning of the applicable Treasury regulations and payments to a foreign
partnership, a foreign simple trust, or a foreign grantor trust that are
effectively connected with the conduct of a trade or business in the United
States, the partners of the partnership, the beneficiaries of the foreign simple
trust, or the persons treated as the owners of the foreign grantor trust, as the
case may be, will be required to provide the certification discussed above in
order to establish an exemption from withholding and backup withholding tax
requirements. The backup withholding tax rate is 30% for years 2002 and 2003,
29% for years 2004 and 2005, and 28% for 2006 through 2010.
In addition, if the foreign office of a foreign broker pays the proceeds of
the sale of a note to the seller of the note, backup withholding and information
reporting will not apply, provided that the broker (1) derives less than 50% of
its gross income for certain periods from the conduct of trade of business in
the United States, (2) is not a controlled foreign corporation and (3) is not a
foreign partnership (a) one or more of the partners of which, at any time during
its tax year, is a United States person who, in the aggregate, holds more than
50% of the income or capital interest in the partnership or (b) which, at any
time during its tax year, is engaged in the conduct of trade or business in the
United States. Moreover, the payment by the foreign office of other brokers of
the proceeds of the sale of the notes (including any accrued but unpaid
interest), will not be subject to backup withholding, unless the payor has
actual knowledge or reason to know that the payee is a United States person.
Principal and interest so paid by the United States office of a custodian,
nominee or agent, or the payment of the proceeds of a sale of a note by the
United States office of a broker, is subject to backup withholding, unless the
beneficial owner certifies its non-United States status under penalties of
perjury or otherwise establishes an exemption.
The above description is not intended to constitute a complete analysis of
all tax consequences relating to your acquisition, ownership and sale of notes.
Accordingly, prospective purchasers are urged to consult their own tax advisors
to determine the United States federal, state, local and foreign tax
consequences relating to the acquisition, ownership and sale of notes in light
of their particular situations.
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UNDERWRITING
The Coca-Cola Company and the underwriters for the offering named below
have entered into an underwriting agreement with respect to the notes. Subject
to certain conditions, each underwriter has severally agreed to purchase the
principal amount of notes indicated in the following table.
Underwriters Principal Amount of Notes
------------ -------------------------
Goldman, Sachs & Co...................................... $225,000,000
Utendahl Capital Partners, L.P........................... 25,000,000
------------
Total.......................................... $250,000,000
============
The underwriters are committed to take and pay for all of the notes being
offered, if any are taken.
Notes sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus
supplement. Any notes sold by the underwriters to securities dealers may be sold
at a discount from the initial public offering price of up to 0.10% of the
principal amount of notes. Any such securities dealers may resell any notes
purchased from the underwriters to certain other brokers or dealers at a
discount from the initial public offering price of up to 0.05% of the principal
amount of notes. If all the notes are not sold at the initial offering price,
the underwriters may change the offering price and the other selling terms.
The Coca-Cola Company has been advised by the underwriters that the
underwriters intend to make a market in the notes but are not obligated to do so
and may discontinue market making at any time without notice. The notes will
trade interchangeably with $500,000,000 aggregate principal amount of the 4.00%
notes due June 1, 2005 that The Coca-Cola Company issued on March 8, 2002.
However, no assurance can be given as to the liquidity of the trading market for
the notes.
In connection with the offering, the underwriters may purchase and sell
notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the underwriters of a greater number of
notes than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the notes while the
offering is in progress.
The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased notes sold
by or for the account of such underwriter in stabilizing or short covering
transactions.
These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the notes. As a result, the price of the notes may be
higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued by the underwriters at any
time. These transactions may be effected in the over-the-counter market or
otherwise.
The Coca-Cola Company estimates that its share of the total expenses of the
offering, excluding underwriting discounts and commissions, will be
approximately $200,000.
The Coca-Cola Company has agreed to indemnify the several underwriters
against certain liabilities, including liabilities under the Securities Act of
1933.
The underwriters and their affiliates have in the past provided, and may in
the future from time to time provide, investment banking and general financing
and banking services to
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The Coca-Cola Company or one or more of its affiliates in the ordinary course of
business, for which they have received, and may in the future receive, customary
fees.
LEGAL MATTERS
The validity of the notes will be passed upon for us by King & Spalding.
Sam Nunn, a partner of King & Spalding, is one of our directors. White & Case,
New York, New York, has acted as special tax counsel to us in connection with
tax matters related to the issuance of the notes. Alston & Bird LLP has advised
the underwriters with regard to various matters relating to the notes and this
prospectus supplement. Alston & Bird LLP has from time to time acted as our
counsel and may do so in the future.
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PROSPECTUS
$1,500,000,000
(THE COCA-COLA COMPANY LOGO)
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES
----------------------
We will provide the specific terms of these securities in supplements to
this prospectus. You should read this prospectus and the applicable supplement
carefully before you invest.
----------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
----------------------
This prospectus is dated May 18, 2001.
TABLE OF CONTENTS
About This Prospectus....................................... 1
Where You Can Find More Information......................... 1
Cautionary Note Regarding Forward-Looking Statements........ 2
The Company................................................. 4
Use Of Proceeds............................................. 4
Ratios Of Earnings To Fixed Charges......................... 4
Description Of Debt Securities.............................. 5
Description Of Debt Warrants................................ 15
Plan Of Distribution........................................ 17
Legal Matters............................................... 18
Experts..................................................... 18
i
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, commonly known as the SEC, using a "shelf"
registration process. Under this shelf process, we may sell:
- debt securities; and
- warrants to purchase debt securities,
either separately or in units, in one or more offerings up to a total aggregate
offering amount of $1,500,000,000. This prospectus provides you with a general
description of those securities. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read this prospectus and
the applicable prospectus supplement together with the additional information
described under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
You may obtain from the SEC, through the SEC's web site or at the SEC
offices mentioned in the following paragraph, a copy of the registration
statement, including exhibits, that we have filed with the SEC to register the
securities offered under this prospectus. The registration statement may contain
additional information about our company and the securities we are offering that
may be important to you.
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You also may read and copy
any document we file with the SEC at its public reference facilities at 450
Fifth Street, N.W., Washington, D.C. 20549. The SEC also maintains regional
offices where you can copy the reports. These are located at 7 World Trade
Center, Suite 1300, New York, New York 10048; and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You also can obtain
copies of the documents at prescribed rates by writing to the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference facilities. Our SEC filings are also available at the office of
the New York Stock Exchange located at 20 Broad Street, New York, New York
10005. For further information on obtaining copies of our public filings at the
New York Stock Exchange, you should call (212) 656-5060.
We "incorporate by reference" into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus. Some information contained in this
prospectus updates the information incorporated by reference, and information
that we file subsequently with the SEC will automatically update this
prospectus. In other words, in the case of a conflict or inconsistency between
information set forth in this prospectus and information that we file later and
incorporate by reference into this prospectus, you should rely on the
information contained in the document that was filed later.
We incorporate by reference the documents listed below and any filings we
make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 after the initial filing of the registration statement that
contains this prospectus and prior to the time that all the securities offered
by this prospectus have been issued as described in this prospectus:
- our annual report on Form 10-K for the year ended December 31, 2000;
- our quarterly report on Form 10-Q for the three months ended March 31,
2001; and
- our current report on Form 8-K filed on February 21, 2001.
1
You may request a copy of the registration statement, the above filings and
any future filings that are incorporated by reference into this prospectus,
other than an exhibit to a filing unless that exhibit is specifically
incorporated by reference into that filing, at no cost, by writing or calling us
at the following address: Office of the Secretary, The Coca-Cola Company, One
Coca-Cola Plaza, Atlanta, Georgia; telephone: (404) 676-2121.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH ADDITIONAL OR DIFFERENT INFORMATION. THESE SECURITIES ARE ONLY BEING
OFFERED IN JURISDICTIONS WHERE THE OFFER IS PERMITTED. YOU SHOULD NOT ASSUME
THAT THE INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN
THE DATE ON THE FRONT OF THIS PROSPECTUS.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain written and oral statements made by us or our subsidiaries or with
the approval of one of our authorized executive officers may constitute
"forward-looking statements" as defined under the United States Private
Securities Litigation Reform Act of 1995, including statements made in this
prospectus, any accompanying prospectus supplement and any other documents that
we file with the SEC. Generally, the words "believe," "expect," "intend,"
"estimate," "anticipate," "project," "will" and similar expressions identify
forward-looking statements, which generally are not historical in nature. All
statements which address operating performance, events or developments that we
expect or anticipate will occur in the future -- including statements relating
to volume growth, share of sales and earnings per share growth and statements
expressing general optimism about future operating results -- are
forward-looking statements. Forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from our historical experience and our present expectations or projections. As
and when made, our management believes that these forward-looking statements are
reasonable. However, caution should be taken not to place undue reliance on any
such forward-looking statements since such statements speak only as of the date
when made. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
The following are some of the factors that could cause our actual results
to differ materially from the expected results described in or underlying our
forward-looking statements:
- Our ability to generate sufficient cash flows to support capital
expansion plans, share repurchase programs and general operating
activities.
- Changes in the nonalcoholic beverages business environment. These
include, without limitation, competitive product and pricing pressures
and our ability to gain or maintain share of sales in the global market
as a result of actions by competitors. While we believe our opportunities
for sustained, profitable growth are considerable, factors such as these
could impact our earnings, share of sales and volume growth.
- Changes in laws and regulations, including changes in accounting
standards, taxation requirements (including tax rate changes, new tax
laws and revised tax law interpretations) and environmental laws in
domestic or foreign jurisdictions.
- Fluctuations in the cost and availability of raw materials and the
ability to maintain favorable supplier arrangements and relationships.
- Our ability to achieve earnings forecasts, which are generated based on
projected volumes and sales of many product types, some of which are more
profitable than others. There can be no assurance that we will achieve
the projected level or mix of product sales.
2
- Interest rate fluctuations and other capital market conditions, including
foreign currency rate fluctuations. Most of our exposures to capital
markets, including interest and foreign currency, are managed on a
consolidated basis, which allows us to net certain exposures and, thus,
take advantage of any natural offsets. We use derivative financial
instruments to reduce our net exposure to financial risks. There can be
no assurance, however, that our financial risk management program will be
successful in reducing foreign currency exposures.
- Economic and political conditions, especially in international markets,
including civil unrest, governmental changes and restrictions on the
ability to transfer capital across borders.
- Our ability to penetrate developing and emerging markets, which also
depends on economic and political conditions, and how well we are able to
acquire or form strategic business alliances with local bottlers and make
necessary infrastructure enhancements to production facilities,
distribution networks, sales equipment and technology. Moreover, the
supply of products in developing markets must match the customers' demand
for those products, and, due to product price and cultural differences,
there can be no assurance of product acceptance in any particular market.
- The effectiveness of our advertising, marketing and promotional programs.
- The uncertainties of litigation, as well as the other risks and
uncertainties that we detail from time to time in our SEC filings.
- Adverse weather conditions, which could reduce demand for our products.
The foregoing list of important factors is not exclusive.
3
THE COMPANY
We are the largest manufacturer, distributor and marketer of soft drink
concentrates and syrups in the world. Finished beverage products bearing our
trademarks, sold in the United States since 1886, are now sold in nearly 200
countries and include the leading soft drink products in most of these
countries.
Our business is nonalcoholic beverages, principally soft drinks but also a
variety of noncarbonated beverages, including juice and juice-drink products. We
are one of numerous competitors in the commercial beverages market. Of the
approximately 48 billion beverage servings of all types consumed worldwide every
day, beverages bearing our trademarks account for more than one billion.
We were incorporated in September 1919 under the laws of the State of
Delaware and succeeded to the business of a Georgia corporation with the same
name that had been organized in 1892.
Our principal office is located at One Coca-Cola Plaza, Atlanta, Georgia
30313, and our telephone number is (404) 676-2121.
USE OF PROCEEDS
Except as may be otherwise set forth in the applicable prospectus
supplement accompanying this prospectus, the net proceeds from the sale of the
securities will be used for general corporate purposes, including:
- working capital;
- capital expenditures;
- acquisitions of or investments in businesses or assets;
- redemption and repayment of short-term or long-term borrowings; and
- purchases of our common stock under our ongoing stock repurchase program.
Pending application of the net proceeds, we may temporarily invest the net
proceeds in short-term marketable securities.
RATIOS OF EARNINGS TO FIXED CHARGES
Our ratios of earnings to fixed charges for the five fiscal years ended
December 31, 2000 and the three months ended March 31, 2001 are set forth below:
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------------ --------------------------------
2001 2000 1999 1998 1997 1996
---- ---- ---- ---- ---- ----
13.9 8.7 11.6 17.3 20.8 14.9
We computed ratios of earnings to fixed charges on a total enterprise basis
by dividing income from continuing operations before income taxes and changes in
accounting principles (excluding undistributed equity earnings) and fixed
charges (excluding capitalized leases) by fixed charges. Fixed charges consist
of interest expense, the interest portion of rental expense and capitalized
interest.
We are contingently liable for guarantees of indebtedness owed by third
parties in the amount of approximately $367 million at March 31, 2001. Fixed
charges for these contingent liabilities have not been included in the
computations of the above ratios as the amounts are
4
immaterial and, in the opinion of our management, it is not probable that we
will be required to satisfy the guarantees.
DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of the debt
securities. The prospectus supplement will describe the specific terms of the
debt securities offered by that prospectus supplement and any general terms
outlined in this section that will not apply to those debt securities.
We will issue the debt securities under an amended and restated indenture
between us and Bankers Trust Company, as trustee, dated as of April 26, 1988, as
amended by a first supplemental indenture dated as of February 24, 1992. As used
in this prospectus, debt securities means the debentures, notes, bonds and other
evidences of indebtedness that we issue and the trustee authenticates and
delivers under the indenture. The indenture and all debt securities issued under
the indenture will be governed by and construed in accordance with the laws of
the State of New York. Additionally, the indenture is subject to the provisions
of the Trust Indenture Reform Act of 1990, which became effective on November
15, 1990 and governs indentures qualified prior to that date.
We have summarized selected terms and provisions of the indenture in this
section. We have also filed the indenture and the first supplemental indenture
as exhibits to the registration statement. You should read the indenture and the
first supplemental indenture for additional information before you buy any debt
securities. The summary that follows includes references to section numbers of
the indenture (as supplemented by the supplemental indenture, in some instances)
so that you can more easily locate these provisions. Capitalized terms used but
not defined in this summary have the meanings specified in the indenture.
GENERAL
The debt securities will be our unsecured and unsubordinated obligations,
will rank equally and ratably with our other unsecured and unsubordinated
obligations and will not be convertible into our common stock. The debt
securities will rank junior to all of our currently existing and future secured
debt.
We are not limited as to the amount of debt securities that we can issue
under the indenture. We may issue debt securities under the indenture in one or
more series, each with different terms, up to the aggregate principal amount
which we may authorize from time to time. We also have the right to "reopen" a
previous issue of a series of debt securities by issuing additional debt
securities of such series. (Section 3.01).
A prospectus supplement relating to a series of debt securities being
offered will include specific terms relating to the offering. (Section 3.01).
These terms will include some or all of the following:
- the title and type of the debt securities;
- the total principal amount of debt securities of that series that are
authorized and outstanding as of the most recent date;
- any limit on the total principal amount of the debt securities;
- the price at which the debt securities will be issued;
- the date or dates on which the principal of and premium, if any, on the
debt securities will be payable;
- the maturity date of the debt securities;
5
- the minimum denominations in which the debt securities will be issued;
- if the debt securities will bear interest:
- the interest rate on the debt securities or the method of calculating
the interest rate;
- the date from which interest will accrue;
- the record and interest payment dates for the debt securities;
- the first interest payment date; and
- any circumstances under which we may defer interest payments;
- the place or places at which the principal or premium, if any, and
interest, if any, on the debt securities will be paid;
- any optional redemption provisions that would permit us or the holders of
the debt securities to elect redemption of the debt securities prior to
their final maturity;
- any sinking fund or mandatory redemption or retirement provisions that
would obligate us to redeem the debt securities prior to their final
maturity;
- the currency or currencies in which the debt securities will be
denominated and payable, if other than U.S. dollars;
- any provisions that would permit us or the holders of the debt securities
to elect the currency or currencies in which the debt securities are
paid;
- the portion of the principal amount of the debt securities that will be
payable upon declaration or acceleration of maturity of the debt
securities (if other than the principal amount of the debt securities);
- whether the provisions described under the heading "Defeasance" below
apply to the debt securities;
- whether the provisions of some or all of the covenants described under
the heading "Restrictive Covenants" below apply to the debt securities;
- any changes to or additional Events of Default or covenants;
- whether the debt securities will be issued in whole or in part in the
form of global securities and, if so, the depositary for those global
securities;
- any special tax implications of the debt securities; and
- any other terms of the debt securities.
If the purchase price of any debt securities is denominated in a foreign
currency or composite currency, or if the principal of or any premium or
interest on any debt securities is payable in a foreign currency or composite
currency, we will include the restrictions, elections, tax consequences,
specific terms and other information with respect to the debt securities and the
applicable foreign currency or composite currency in the applicable prospectus
supplement.
We may issue debt securities as Original Issue Discount Securities (as
defined below) to be offered and sold at a substantial discount from their
principal amount and typically bearing no interest or interest at a rate which
at the time of issuance is below market rates. An "Original Issue Discount
Security" is any debt security which provides for an amount less than its
principal amount to be due and payable upon a declaration of acceleration of its
maturity. (Section 1.01) We will describe the federal income tax, accounting and
other considerations relevant to any such original issue discount securities in
the applicable prospectus supplement.
6
RESTRICTIVE COVENANTS
The indenture contains certain restrictive covenants that apply, or may
apply, to us and all of our Restricted Subsidiaries (as defined below). The
covenants described below under "Restrictions on Liens" and "Restrictions on
Sale and Leaseback Transactions" will not apply to a series of debt securities
unless we specifically so provide in the applicable prospectus supplement. These
covenants do not apply to any of our Subsidiaries that are not designated as
Restricted Subsidiaries.
You should carefully read the applicable prospectus supplement for the
particular provisions of the series of debt securities being offered, including
any additional restrictive covenants or Events of Default that may be included
in the terms of such debt securities.
RESTRICTIONS ON LIENS. If the applicable prospectus supplement states that
the covenant set forth in Section 5.03 of the indenture will be applicable to a
series of debt securities, we will be subject to a covenant that we will not,
nor will we permit any Restricted Subsidiary (as defined below) to, create,
incur, issue, assume or guarantee any debt for money borrowed (as used in this
"Restrictive Covenants" section, "Debt") if such Debt is secured by a mortgage,
pledge, lien, security interest or other encumbrance upon any Principal Property
(as defined below) 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 acquired in the future), without, in any such case, effectively
providing that the debt securities and, at our option, any of our other
indebtedness or guarantees or any indebtedness or guarantees of a Restricted
Subsidiary ranking equally with the debt securities shall be secured equally and
ratably with (or, at our option, prior to) such Debt. The foregoing restrictions
shall not apply to:
(1) mortgages on property, shares of stock or indebtedness of any
corporation existing at the time such corporation becomes a Restricted
Subsidiary;
(2) mortgages on property existing at the time of acquisition of such
property and, in some instances, certain purchase money mortgages;
(3) mortgages securing Debt owing by any Restricted Subsidiary to us or
another Restricted Subsidiary;
(4) mortgages on property of a corporation existing at the time such
corporation is merged into or consolidated with us 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 us or a Restricted Subsidiary;
(5) mortgages in favor of any country or any political subdivision of
any country, or any instrumentality thereof, to secure 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
(6) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any mortgage referenced
in clauses (1) through (5) above, inclusive, or any mortgage existing at
the date of the indenture, provided that the principal amount of debt
secured at the time of such extension may not be increased, and the
collateral which secures the same cannot be expanded.
Notwithstanding these exceptions, we and one or more Restricted Subsidiaries
may, without securing the debt securities, create, incur, issue, assume or
guarantee secured Debt which would otherwise be subject to the foregoing
restrictions, provided that if, after giving effect to such Debt, the aggregate
of such secured Debt then outstanding (not including secured Debt permitted
under the foregoing exceptions) at such time does not exceed 10% of our
consolidated stockholders' equity as of the end of the preceding fiscal year
(Section 5.03).
7
RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS. If the applicable
prospectus supplement states that the covenant set forth in Section 5.04 of the
indenture will be applicable to a series of debt securities, we will be subject
to the covenant that we will not, and we will not permit any Restricted
Subsidiary to, enter into any lease, other than intercompany leases, longer than
three years covering any Principal Property that is sold to any other person in
connection with such lease unless:
(1) we or such Restricted Subsidiary would be entitled, pursuant to
"Restrictions on Liens" described above, to incur Debt secured by a
mortgage on the Principal Property involved in an amount at least equal to
the Attributable Debt (as defined below) without equally and ratably
securing the debt securities provided that such Attributable Debt shall
then be deemed to be Debt subject to the provisions of such restriction on
liens, or
(2) since the date of the indenture and within a period commencing
twelve months prior to the consummation of the sale and leaseback
transaction and ending twelve months after the consummation of such
transaction, we or such Restricted Subsidiary have expended or will expend
for Principal Property an amount equal to (a) the net proceeds of such sale
and leaseback transaction, and we elect to designate all of such amount as
a credit against such transaction or (b) a part of the net proceeds of such
sale and leaseback transaction, and we elect to designate such amount as a
credit against such transaction and apply an amount equal to the remainder
of the net proceeds as provided in clause (3) below, or
(3) an amount equal to such Attributable Debt (less any amount elected
under clause (2) above) is applied within 90 days of such lease to the
retirement of Debt, other than intercompany Debt, which by its terms
matures at, or is prepayable or 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 Debt (Section
5.04).
CONSOLIDATION, MERGER AND SALE. The indenture generally provides that we
may consolidate with or merge into any other corporation, or transfer or lease
our properties and assets as an entirety or substantially as an entirety to any
other corporation, if the corporation formed by or resulting from any such
consolidation, into which we are merged or which shall have acquired or leased
such properties and assets, shall, pursuant to a supplemental indenture, assume
payment of the principal of (and premium, if any) and interest, if any, on the
debt securities and the performance and observance of the covenants of the
indenture (Section 11.01).
If upon (1) any consolidation or merger of us, or of us and any Subsidiary,
with or into any other corporation or corporations, or upon the merger of
another corporation into us, or (2) successive consolidations or mergers to
which we or our successors shall be a party or parties, or (3) upon any sale or
conveyance of our property, or the property of us and any Subsidiary, as an
entirety or substantially as an entirety, any Principal Property or any shares
of stock or Debt of any Restricted Subsidiary would then become subject to any
mortgage, we will cause the debt securities, and at our option any other
indebtedness of us or such Restricted Subsidiary ranking equally with the debt
securities, to be secured equally and ratably with (or, at our option, prior to)
any Debt secured thereby, unless such Debt could have been incurred without us
being required to secure the debt securities equally or ratably with (or prior
to) such Debt pursuant to "Restrictions on Liens" described above (Section
11.01).
CERTAIN DEFINITIONS
As used in the indenture and this prospectus, the following definitions
apply:
"ATTRIBUTABLE DEBT" means, in respect of a sale and leaseback transaction,
as of any particular time, the present value (discounted at the rate of interest
implicit in the terms of the lease involved in such sale and leaseback
transaction, as determined in good faith by us) of the
8
obligation of the lessee thereunder for rental payments (excluding, however, any
amounts required to be paid by such lessee, whether or not designated as rent or
additional rent, on account of maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges or any amounts required to be paid
by such lessee thereunder contingent upon the amount of sales, maintenance and
repairs, insurance, taxes, assessments, water rates or similar charges) during
the remaining term of such lease (including any period for which such lease has
been extended or may, at the option of the lessor, be extended). (Section 1.01).
"PRINCIPAL PROPERTY" means our manufacturing plants or facilities or those
of a Restricted Subsidiary located within the United States of America (other
than its territories and possessions) or Puerto Rico, except any such
manufacturing plant or facility which our board of directors by resolution
reasonably determines not to be of material importance to the total business
conducted by us and our Restricted Subsidiaries (Section 1.01).
"RESTRICTED SUBSIDIARY" means any Subsidiary (1) substantially all of the
property of which is located, or substantially all of the business of which is
carried on, within the United States of America (other than its territories and
possessions) or Puerto Rico and (2) which owns or is the lessee of any Principal
Property, but does not include any Restricted Subsidiary primarily engaged in
financing activities, primarily engaged in the leasing of real property to
persons other than us and our Restricted Subsidiaries, or which is characterized
by us as a temporary investment. The terms "Restricted Subsidiary" does not
include Coca-Cola Financial Corporation, The Coca-Cola Trading Company LLC, 55th
& 5th Avenue Corporation, 3300 Riverside Drive Corporation, Bottling Investments
Corporation, HV Company or ACCBC Holding Company, and their respective
Subsidiaries. (Section 1.01).
"SUBSIDIARY" means a corporation more than 50% of the outstanding Voting
Stock of which is owned, directly or indirectly, by us or one or more other
Subsidiaries, or by us and one or more other Subsidiaries. (Section 1.01).
"VOTING STOCK" means stock of the class or classes having general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of said corporation (irrespective of whether or
not at the time stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency) (Section 1.01).
EVENT OF DEFAULT
"EVENT OF DEFAULT," when used in the indenture with respect to any series
of debt securities, means any of the following:
- default for 30 days in payment of any interest on such series;
- default in payment of any principal of or premium, if any, on or in any
sinking fund installment for such series;
- default for 90 days after notice in performance of any other covenant in
the indenture (other than a covenant or agreement included in the
indenture solely for the benefit of holders of debt securities of any
series other than that series);
- certain events of bankruptcy, insolvency or reorganization; or
- any other Event of Default provided with respect to the debt securities
of that series (Section 7.01).
The indenture requires us to deliver annually to the trustee an officers'
certificate, in which certain of our officers certify whether or not they have
knowledge of any default in our performance of the covenants described (Section
5.07).
9
If an Event of Default shall occur and be continuing with respect to the
debt securities of any series, the trustee or the holders of not less than 25%
in principal amount of the debt securities of such series then outstanding may
declare the principal (or, if the debt securities of such series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the applicable prospectus supplement for such series) of all the
debt securities of such series and the interest accrued thereon to be due and
payable (Section 7.02). The holders of not less than a majority in aggregate
principal amount of the outstanding debt securities of such series (or, in the
case of certain Events of Default pertaining to all outstanding debt securities,
with the consent of holders of a majority in principal amount of all the debt
securities then outstanding acting as one class) may waive any Event of Default
with respect to a particular series of debt securities, except an Event of
Default in the payment of principal of or any premium or interest on any debt
securities of such series or in respect of a covenant or provision of the
indenture which, under the terms thereof, cannot be modified or amended without
the consent of the holders of each outstanding debt security of such series
(Section 7.11). See "Modifications of the Indenture" below.
Subject to the provisions of the indenture relating to the duties of the
trustee in case an Event of Default shall occur and be continuing, the trustee
is under no obligation to exercise any of the rights or powers under the
indenture at the request, order or direction of any of the holders of debt
securities of any series, unless such securityholders shall have offered to the
trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by such exercise (Section 8.02). Subject to
such provisions for the indemnification of the trustee and certain limitations
contained in the indenture, the holders of a majority in principal amount of all
debt securities of such series at the time outstanding (treated as one class)
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee or exercising any trust or
power conferred on the trustee with respect to the debt securities of that
series (Section 7.10).
If any debt securities are denominated in a foreign currency or composite
currency, then for the purposes of determining whether the holders of the
requisite principal amount of debt securities have taken any action as herein
described, the principal amount of such debt securities shall be deemed to be
that amount of United States dollars that could be obtained for such principal
amount on the basis of the spot rate of exchange into United States dollars for
the currency or composite currency in which such debt securities are denominated
(as determined by us or an authorized exchange rate agent and evidenced to the
trustee) as of the date the taking of such action by the holders of such
requisite principal amount is evidenced to the trustee as provided in the
indenture (Section 14.10).
MODIFICATIONS OF THE INDENTURE
We and the trustee may modify and amend the indenture with the consent of
the holders of not less than a majority in aggregate principal amount then
outstanding of any series of the debt securities affected by such modification
or amendment. However, we may not, without the consent of the holders of each
debt security so affected:
- extend the fixed maturity of such series of debt securities;
- reduce the principal amount of such series of debt securities;
- reduce the rate or extend the time of payment of interest on such series
of debt securities;
- impair or affect the right of any securityholder to institute suit for
payment of principal or interest or change the coin or currency in which
the principal of or interest on such series of debt securities is
payable; or
10
- reduce the percentage of aggregate principal amount of debt securities of
such series from whom consent is required to modify the indenture.
(Section 10.02)
We and the trustee may also modify and amend the indenture without the
consent of any holders of debt securities to:
- provide for security for the debt securities;
- evidence the assumption of our obligations under the indenture by a
successor;
- add covenants that would benefit holders of any debt securities;
- cure any ambiguity, omission, defect or inconsistency; and
- provide for a successor trustee. (Section 10.01).
DEFEASANCE OF THE INDENTURE AND SECURITIES
Unless the applicable prospectus supplement states otherwise, the indenture
provides that we will be deemed to have paid and discharged the entire
indebtedness on the debt securities of any series, and our obligations under the
indenture with respect to the debt securities of such series (other than certain
specified obligations, such as the obligations to maintain a security register
pertaining to transfer of the debt securities, to maintain a paying agency
office, and to replace stolen, lost or destroyed debt securities) will cease to
be in effect, from and after the date that we deposit with the trustee, in
trust, of:
(1) money in the currency or composite currency in which the debt
securities of such series are denominated; or
(2) U.S. Government Obligations, in the case of debt securities
denominated in dollars, or obligations issued or guaranteed by the
government which issued the currency in which the debt securities of such
series are denominated, in the case of debt securities denominated in
foreign currencies, which through the payment of interest and principal in
accordance with their terms will provide money in the currency in which the
debt securities of such series are denominated; or
(3) a combination thereof,
which is sufficient to pay and discharge the principal and premium, if any, and
interest, if any, to the date of maturity on or the redemption date of, such
series of debt securities (Sections 12.01 and 12.02). In the event of any such
defeasance, holders of such debt securities would be able to look only to such
trust fund for payment of principal (and premium, if any) and interest, if any,
on their debt securities until maturity.
Such defeasance may be treated as a taxable exchange of the related debt
securities for an issue of obligations of the trust or a direct interest in the
money, U.S. Government Obligations or other obligations held in the trust. In
that case, holders of such debt securities may recognize gain or loss as if the
trust obligations or the money, U.S. Government Obligations or other obligations
deposited, as the case may be, had actually been received by them in exchange
for their debt securities. Such holders thereafter might be required to include
in income a different amount than would be includable in the absence of
defeasance. We encourage prospective investors to consult with their own tax
advisors as to the specific consequences of defeasance.
DENOMINATIONS
Unless the applicable prospectus supplement states otherwise, the debt
securities will be issued only in registered form without coupons, in U.S.
dollars in denominations of $1,000 or any integral multiples of $1,000. We will
issue a book-entry security equal to the aggregate principal amount of
outstanding debt securities of the series represented by such book-entry
security. We
11
will specify the denominations of a series of debt securities denominated in a
foreign currency or composite currency in the applicable prospectus supplement
(Sections 3.02 and 3.03).
REGISTRATION AND TRANSFER
You may exchange any certificated securities of any series for other
certificated securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations. Upon payment of any
taxes and other governmental charges as described in the indenture, you may
present certificated securities for registration of transfer (with the form of
transfer duly executed), without a service charge, at the office of the
securities registrar or at the office of any transfer agent that we designate
for such purpose and reference in the applicable prospectus supplement with
respect to any series of debt securities. Subject to its satisfaction with the
documents of title and identity of the person making the request, the securities
registrar or such transfer agent, as the case may be, will effect such transfer
or exchange.
We have initially appointed the trustee as securities registrar under the
indenture (Section 3.05). If the prospectus supplement refers to any transfer
agent in addition to the securities registrar initially designated by us with
respect to any series of debt securities, we 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 we will be required to
maintain a transfer agent in the borough of Manhattan, the city of New York, for
such series. We may at any time designate additional transfer agents with
respect to any series of debt securities (Section 5.02).
In the event of any partial redemption in part of a series of debt
securities, we will not be required to
(1) issue securities of such series, register the transfer of
securities of such series or exchange debt securities of such series during
a period beginning at the opening of business 15 days before the mailing
date of a notice of redemption of such debt securities of that series
selected to be redeemed and ending at the close of business on such mailing
date or
(2) register the transfer or exchange of any debt security, or portion
of any such debt security, that is called for redemption, except the
unredeemed portion of any debt security being redeemed in part (Section
3.05).
PAYMENT AND PAYING AGENTS
Unless the applicable prospectus supplement states otherwise, we will pay
the principal of and any premium and interest on debt securities at the office
of the paying agent or paying agents as we may designate from time to time.
However, at our option we may pay any interest by check mailed or delivered to
the address of the person entitled to such payment as it appears in the
securities register (Section 2.02). Unless the applicable prospectus supplement
states otherwise, we will pay any installment of interest on debt securities to
the person in whose name the debt security is registered at the close of
business on the regular record date for such interest payment (Section 3.07).
Payments of any interest on the debt securities may be subject to the deduction
of applicable withholding taxes (Section 5.01).
Unless the applicable prospectus supplement states otherwise, the principal
office of the trustee in the city of New York is designated as our paying agent
for payments with respect to debt securities. Any other paying agents that we
may designate at the time of the offering and issuance of a series of debt
securities will be named in the related prospectus supplement. With regard to
any series, we may at any time designate additional paying agents, rescind the
designation of any paying agents or approve a change in the office through which
any paying
12
agent acts, except that we will be required to maintain a paying agent in the
borough of Manhattan in the city of New York (Section 5.02).
The trustee or any paying agent for the payment of principal of or interest
on any debt security will repay to us all moneys paid by us which remain
unclaimed at the end of two years after such principal or interest shall have
become due and payable, and, after such repayment occurs, the holder of the
applicable debt security will be entitled to look only to us for payment
(Section 12.04).
CONCERNING THE TRUSTEE
Bankers Trust Company, New York, New York, is the trustee under the
indenture. We maintain banking relationships in the ordinary course of business
with Bankers Trust Company, and Bankers Trust Company also acts as a dealer for
the issuance of our commercial paper, has entered into interest rate and foreign
currency transactions with us and serves as fiscal agent for our outstanding
obligations.
BOOK-ENTRY SECURITIES
We may issue debt securities of a series, in whole or in part, in the form
of one or more book-entry securities that we will deposit with, or on behalf of,
The Depository Trust Company, or another depositary that we name and identify in
the applicable prospectus supplement. Unless and until a book-entry security is
exchanged for certificated securities, a book-entry security may not be
registered for transfer or exchange except as a whole by the depositary (or a
successor depositary) to its nominee or by a nominee of the depositary (or a
successor depositary) to the depositary (or a successor depositary) or to
another nominee of the depositary (Section 3.05).
We will describe the specific terms of the depositary arrangement with
respect to any portion of a series of debt securities to be represented by a
book-entry security in the applicable prospectus supplement. We anticipate that
the following provisions will apply to all depositary arrangements.
Upon the issuance of a book-entry security, the depositary for such
book-entry security or its nominee will credit, on its book-entry registration
and transfer system, the respective principal amounts of the debt securities
represented by such book-entry security to the accounts of the depositary's
participants. Participants are persons who have accounts with the depositary and
include securities brokers and dealers, banks and trust companies, clearing
corporations and certain other organizations. Those participants' accounts to be
credited shall be designated by the underwriters or agents with respect to such
debt securities or by us if we directly offer and sell such debt securities.
Access to the depositary's system is also available to others, such as banks,
brokers, dealers and trust companies, that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. These persons
are known as indirect participants. Persons who are not participants may
beneficially own book-entry securities held by the depositary only through
participants or indirect participants.
Ownership of beneficial interests in any book-entry security will be shown
on, and the transfer of that ownership will be effected only through, records
maintained by the depositary or its nominee with respect to interests held by
participants for such book-entry security and on the records of participants
with respect to interests held by indirect participants. The laws of some states
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such laws, as well as the limits on participation
in the depositary's book-entry system, may impair a person's ability to own or
transfer beneficial interests in a book-entry security.
So long as the depositary or its nominee is the registered owner of a
book-entry security, the indenture deems such depositary or such nominee to be
the sole owner or holder of the debt
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securities represented by such book-entry security. Except as provided below,
owners of beneficial interests in a book-entry security will not be entitled to
have debt securities of the series represented by such book-entry security
registered in their names, will not receive or be entitled to receive physical
delivery of such debt securities in definitive form and will not be considered
the owners or holders of such debt securities under the indenture.
We will pay the principal of and any premium and interest on debt
securities registered in the name of the depositary or its nominee to the
depositary or its nominee, as the case may be, as the registered owner of the
book-entry security representing such debt securities. We expect that the
depositary for a series of debt securities or its nominee, upon receipt of any
payment of principal, premium or interest, will credit immediately participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of the book-entry security for such debt
securities, as shown on the records of such depositary or its nominee. We expect
that participants will make similar credits to the accounts of indirect
participants with whom they have a relationship. We also expect that payments by
participants and indirect participants to owners of beneficial interests in such
book-entry security held through such persons will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such participants and indirect participants.
Neither we, the trustee, any paying agent nor the securities registrar for such
debt securities will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests of the book-entry security for such debt securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests (Section 3.11).
If the depositary for debt securities of a series is at any time unwilling
or unable, or is no longer eligible, to continue as depositary, we have agreed
to appoint a successor depositary. If we do not appoint such a successor within
90 days, we will issue debt securities of such series in definitive form in
exchange for the book-entry security representing such series of debt
securities. In addition, we may at any time and in our sole discretion determine
not to have the debt securities of a series represented by a book-entry security
and, in such event, we will issue debt securities of such series in definitive
form in exchange for the book-entry security representing such series of debt
securities. Further, if we so specify with respect to the debt securities of a
series, an owner of a beneficial interest in a book-entry security representing
debt securities of such series may receive debt securities of such series in
definitive form subject to terms acceptable to us, the trustee and the
depositary for such book-entry security. In any such instance, an owner of a
beneficial interest in a book-entry security will be entitled to physical
delivery in definitive form of debt securities of the series represented by such
book-entry security equal in principal amount to such beneficial interest and to
have such debt securities registered in its name (Section 3.05).
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DESCRIPTION OF DEBT WARRANTS
This section describes the general terms and provisions of the debt
warrants. The applicable prospectus supplement will describe the specific terms
of the debt warrants offered by that prospectus supplement and any general terms
outlined in this section that will not apply to those debt warrants.
We may issue debt warrants in registered certificated form for the purchase
of debt securities. We may issue debt warrants together with or separately from
any debt securities offered by any prospectus supplement, and, if issued
together with any debt securities, we may attach them to the debt securities or
separate them from the debt securities. We will issue debt warrants under debt
warrant agreements to be agreed between us and a bank or trust company, as debt
warrant agent, all as set forth in the prospectus supplement relating to a
particular issue of debt warrants.
We have summarized selected terms and provisions of the forms of debt
warrant agreement and debt warrant certificate in this section. We have also
filed the forms of debt warrant agreement and debt warrant certificate as
exhibits to the registration statement. You should read the debt warrant
agreement and debt warrant certificate for additional information before you buy
any debt warrants. The summary that follows includes references to particular
provisions of the debt warrant agreement and the debt warrant certificate so
that you can more easily locate these provisions. Capitalized terms used but not
defined in this summary have the meanings specified in the debt warrant
agreement or debt warrant certificates, as applicable.
GENERAL
A prospectus supplement relating to a series of debt warrants being offered
will include specific terms of the debt warrant agreement relating to the
offering and the debt warrant certificates representing the offered debt
warrants. These terms will include some or all of the following:
- the offering price and the currency or composite currency you may use to
purchase debt warrants;
- the amount of warrants or rights outstanding;
- the designation, aggregate principal amount, authorized denominations and
terms of the debt securities which you may purchase upon the exercise of
such debt warrants;
- if applicable, the designation and terms of the debt securities with
which such debt warrants are issued and the number of debt warrants
issued with each such debt security;
- if applicable, the date on and after which you may separately transfer
such debt warrants and the related debt securities;
- the principal amount of debt securities you may purchase upon exercise of
each debt warrant and the price and currency or composite currency or
other consideration (which may include debt securities) you may use to
purchase such principal amount of debt securities upon such exercise;
- the procedures or conditions relating to changes to or adjustments in the
exercise price;
- the date on which your right to exercise the debt warrants shall commence
and the date on which your right shall expire;
- the terms of any mandatory or optional redemption by us;
- any material U.S. federal income tax consequences;
15
- the identity of the debt warrant agent;
- the procedures and conditions relating to the exercise of the warrants;
and
- any other terms of the debt warrants.
You may exchange debt warrant certificates for new debt warrant
certificates of different denominations, may present debt warrant certificates
for registration of transfer and may exercise debt warrant certificates at the
corporate trust office of the debt warrant agent or any other offices indicated
in the prospectus supplement (Sections 6 and 9).
EXERCISE OF DEBT WARRANTS
Debt warrants will entitle you, as their holder, to purchase such principal
amount of debt securities at such exercise price, for such consideration and
during such period or periods as shall in each case be set forth in, or
calculable from, the prospectus supplement relating to the debt warrants. You
may exercise debt warrants at any time up to 5:00 p.m., New York City time, on
the expiration date set forth in the prospectus supplement relating to such debt
warrants. After such time on the expiration date of the debt warrants or such
later date to which we may extend such expiration date, unexercised debt
warrants will be void (Section 8). Prior to the exercise of your debt warrants,
you, as a holder of a debt warrant certificate, will not have any of the rights
of holders of the debt securities purchasable upon such exercise, including the
right to receive payments of principal of or any premium or interest on the debt
securities purchasable upon such exercise or to enforce covenants in the
indenture (Section 24).
You may exercise debt warrants by delivery to the debt warrant agent of
payment as provided in the related prospectus supplement of the amount required
to purchase the debt securities purchasable upon such exercise, together with
certain information set forth on the reverse side of the debt warrant
certificate. Unless otherwise provided in the related prospectus supplement,
upon receipt of such 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 related prospectus supplement, we will, as soon as
practicable, issue and deliver the debt securities that you purchased upon such
exercise. If fewer 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 (Section 9).
MODIFICATIONS
We, together with the debt warrant agent, may amend any debt warrant
agreement and the terms of the debt warrants issued pursuant to it, without the
consent of the holders of debt warrant certificates, for the purpose of curing
any ambiguity, or curing, correcting or supplementing any defective provision
contained in it, or in any other manner which we and the debt warrant agent may
deem necessary or desirable and which will not adversely affect the interests of
the holders of debt warrant certificates (Section 19).
ENFORCEABILITY OF RIGHTS BY HOLDERS; GOVERNING LAW
The debt warrant agent will act solely as our agent in connection with the
debt warrant certificates and will not assume any obligation or relationship of
agency or trust for or with any holders of debt warrant certificates. Holders
may, without the consent of the debt warrant agent or the trustee for the
applicable series of debt securities, enforce by appropriate legal action, on
their own behalf, their right to exercise their debt warrants in the manner
provided in their debt warrant certificates and the debt warrant agreement
(Section 25). Unless otherwise indicated in the applicable prospectus
supplement, each issue of debt warrants and the applicable debt warrant
agreement will be governed by and construed in accordance with the laws of the
State of New York (Section 22).
16
PLAN OF DISTRIBUTION
We may sell any securities:
- through underwriters or dealers;
- through agents; or
- directly to one or more purchasers.
The distribution of the securities may be effected from time to time in one
or more transactions:
- at a fixed price or prices, which may be changed from time to time;
- at market prices prevailing at the time of sale;
- at prices related to such prevailing market prices; or
- at negotiated prices.
For each series of securities, the prospectus supplement will set forth the
terms of the offering including:
- the initial public offering price;
- the method of distribution, including the names of any underwriters,
dealers or agents;
- the purchase price of the securities;
- our proceeds from the sale of the securities;
- any underwriting discounts, agency fees, or other compensation payable to
underwriters or agents;
- any discounts or concessions allowed or reallowed or repaid to dealers;
and
- the securities exchanges on which the securities will be listed, if any.
If we use underwriters in the sale, they will buy the securities for their
own account. The underwriters may then resell the securities in one or more
transactions at a fixed public offering price or at varying prices determined at
the time of sale or thereafter. The obligations of the underwriters to purchase
the securities will be subject to certain conditions. The underwriters will be
obligated to purchase all the securities offered if they purchase any
securities. Any initial public offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may be changed from time to time. In
connection with an offering, underwriters and selling group members and their
affiliates may engage in transactions to stabilize, maintain or otherwise affect
the market price of the securities in accordance with applicable law.
If we use dealers in the sale, we will sell securities to such dealers as
principals. The dealers may then resell the securities to the public at varying
prices to be determined by such dealers at the time of resale. If we use agents
in the sale, they will use their reasonable best efforts to solicit purchases
for the period of their appointment. If we sell directly, no underwriters or
agents would be involved. We are not making an offer of securities in any
jurisdiction that does not permit such an offer.
Underwriters, dealers and agents that participate in the securities
distribution may be deemed to be underwriters as defined in the Securities Act
of 1933. Any discounts, commissions or profit they receive when they resell the
securities may be treated as underwriting discounts and commissions under that
Act. We may have agreements with underwriters, dealers and agents to indemnify
them against certain civil liabilities, including certain liabilities under the
Securities Act of 1933, or to contribute with respect to payments that they may
be required to
17
make. Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
business.
We may authorize underwriters, dealers or agents to solicit offers from
certain institutions whereby the institutions contractually agree to purchase
the securities from us on a future date at a specific price. This type of
contract may be made only with institutions that we specifically approve. Such
institutions could include banks, insurance companies, pension funds, investment
companies and educational and charitable institutions. The underwriters, dealers
or agents will not be responsible for the validity or performance of these
contracts.
The securities will be new issues of securities with no established trading
market and unless otherwise specified in the applicable prospectus supplement,
we will not list any series of the securities on any exchange. It has not
presently been established whether the underwriters, if any, of the securities
will make a market in the securities. If the underwriters make a market in the
securities, such market making may be discontinued at any time without notice.
No assurance can be given as to the liquidity of the trading market for the
securities.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed
upon for us by King & Spalding and for the underwriters, dealers and agents by
Alston & Bird LLP. Sam Nunn, a partner of King & Spalding, is one of our
directors. Alston & Bird LLP has from time to time acted as our counsel and may
do so in the future.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included or incorporated by reference in our
annual report on Form 10-K for the year ended December 31, 2000, as set forth in
their reports, which are incorporated by reference in this prospectus. Our
consolidated financial statements and schedule are incorporated by reference in
this prospectus in reliance on Ernst & Young LLP's reports, given on their
authority as experts in accounting and auditing.
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No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the Notes offered hereby, but only under circumstances and
in jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
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TABLE OF CONTENTS
Prospectus Supplement
Page
----
Cautionary Note Regarding Forward-
Looking Statements................. S-3
The Company.......................... S-5
Selected Financial Data.............. S-6
Capitalization....................... S-7
Ratios of Earnings to Fixed
Charges............................ S-7
Use of Proceeds...................... S-7
Description of Notes................. S-8
United States Federal Income Tax
Considerations..................... S-15
Underwriting......................... S-20
Legal Matters........................ S-21
Prospectus
About This Prospectus................ 1
Where You Can Find More Information.. 1
Cautionary Note Regarding Forward-
Looking Statements................. 2
The Company.......................... 4
Use of Proceeds...................... 4
Ratios of Earnings to Fixed
Charges............................ 4
Description of Debt Securities....... 5
Description of Debt Warrants......... 15
Plan of Distribution................. 17
Legal Matters........................ 18
Experts.............................. 18
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$250,000,000
(COCA-COLA LOGO)
4.00% Notes
due June 1, 2005
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PROSPECTUS SUPPLEMENT
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GOLDMAN, SACHS & CO.
UTENDAHL CAPITAL PARTNERS, L.P.
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