-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A4sTN5Iv2QubeJ2/1wpHHwT4IfkxVRYr2JMybot8Bsnmiqo9oMsD+TQ+ABiU/HrH pwxLlYwNkIHtXPSUMDXceQ== 0000021344-98-000020.txt : 19981216 0000021344-98-000020.hdr.sgml : 19981216 ACCESSION NUMBER: 0000021344-98-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981211 ITEM INFORMATION: FILED AS OF DATE: 19981215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA CO CENTRAL INDEX KEY: 0000021344 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 580628465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02217 FILM NUMBER: 98769642 BUSINESS ADDRESS: STREET 1: ONE COCA COLA PLAZA CITY: ATLANTA STATE: GA ZIP: 30313 BUSINESS PHONE: 4046762121 MAIL ADDRESS: STREET 1: ONE COCA COLA PLAZA ZIP: 30313 8-K 1 FORM 8-K; PRESS RELEASES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 1998 THE COCA-COLA COMPANY (Exact name of Registrant as specified in its charter) Delaware 001-02217 58-0628465 (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of incorporation) One Coca-Cola Plaza Atlanta, Georgia 30313 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (404)676-2121 Item 5. Other Events On December 11, 1998, The Coca-Cola Company (the "Company") and Cadbury Schweppes plc announced that they have signed agreements for The Coca-Cola Company to acquire Cadbury Schweppes' beverage brands in more than 120 countries around the world for approximately $1.85 billion. The transactions do not apply to the U.S., France and South Africa. On December 11, 1998, the Company also announced its expectations for fourth-quarter worldwide volume and EPS trends. Item 7. Financial Statements and Exhibits (c) Exhibits: 99.1 Press release of The Coca-Cola Company issued December 11, 1998 - The Coca-Cola Company and Cadbury Schweppes announce $1.85 billion transaction for Cadbury Schweppes beverage brands 99.2 Press release of The Coca-Cola Company issued December 11, 1998 - The Coca-Cola Company announces expectations for fourth-quarter worldwide volume and EPS trends - 2 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE COCA-COLA COMPANY (REGISTRANT) Date: December 15, 1998 By:/s/ JAMES E. CHESTNUT --------------------------- James E. Chestnut Senior Vice President and Chief Financial Officer - 3 - Exhibit Index Exhibit No. ----------- 99.1 Press release of The Coca-Cola Company issued December 11, 1998 - The Coca-Cola Company and Cadbury Schweppes announce $1.85 billion transaction for Cadbury Schweppes beverage brands 99.2 Press release of The Coca-Cola Company issued December 11, 1998 - The Coca-Cola Company announces expectations for fourth-quarter worldwide volume and EPS trends EX-99 2 EXHIBIT 99.1 - 12/11/98 PRESS RELEASE-CS EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Media: Randy Donaldson (404) 676-3853 Investors: Nancy W. Ford (404) 676-2817 THE COCA-COLA COMPANY AND CADBURY SCHWEPPES ANNOUNCE $1.85 BILLION TRANSACTION FOR CADBURY SCHWEPPES BEVERAGE BRANDS LONDON, DECEMBER 11, 1998 - The Coca-Cola Company and Cadbury Schweppes today announced that they have signed agreements for The Coca-Cola Company to acquire Cadbury Schweppes' beverage brands in more than 120 countries around the world for approximately $1.85 billion. These brands include Schweppes and Canada Dry mixers, Dr Pepper, Crush and other regional brands. The transactions do not apply to the U.S., France and South Africa. The agreements will give The Coca-Cola Company ownership of outstanding brands in beverage segments in which it does not currently participate in any significant way. Schweppes and Canada Dry tonic waters, club sodas and ginger ales are included, as are a variety of juice products, bottled waters and dilutables. The transactions also include acquisition of beverage base plants in Ireland and Spain. Completion of the transactions is subject to regulatory review in a number of countries and certain other approvals. The Coca-Cola Company and Cadbury Schweppes anticipate closing of the transaction in the middle of 1999. "These agreements will allow The Coca-Cola Company to participate in segments of the beverage business where it currently does not have meaningful entries," said M. Douglas Ivester, chairman of the Board and chief executive officer, The Coca-Cola Company. "The family of Cadbury Schweppes brands will be a wonderful addition to the core brands of The Coca-Cola Company. "Because we currently do not have any broadly-distributed brands in these segments, the transactions will provide our consumers and customers increased availability of a greater variety of non-alcoholic beverages and enhanced profitability opportunities for our customers." "These agreements will create immediate and substantial value for our shareowners and simultaneously enhance our ability to develop and focus on our strong global confectionery and U.S. beverage business," said John Sunderland, chief executive officer of Cadbury Schweppes. "Cadbury Schweppes non-U.S. beverages brands are renowned and profitable," Mr. Sunderland added. "However, this development recognizes that they can be more successfully grown within the broader international infrastructure which Coca-Cola has established over many years." Following completion of the transactions, all of Cadbury Schweppes' approximately 450 employees associated with the franchising of these brands and manufacturing of concentrate in these territories will have the opportunity to take jobs with The Coca-Cola Company. "We look forward to welcoming Cadbury Schweppes employees to the Coca-Cola family," said Mr. Ivester. "Great brands do not just happen - they are the result of the hard work of talented, committed people. Cadbury Schweppes' beverage team will play an important role in integrating these new brands into our business system." # # # EX-99 3 EXHIBIT 99.2 - 12/11/98 RELEASE-VOL/EPS EXHIBIT 99.2 CONTACT: Nancy W. Ford (404) 676-2817 THE COCA-COLA COMPANY ANNOUNCES EXPECTATIONS FOR FOURTH-QUARTER WORLDWIDE VOLUME AND EPS TRENDS Worldwide economic uncertainty and volatility continue to impact the Company's volume and earnings during the quarter. Fourth-quarter worldwide unit case sales are expected to increase 2 to 4 percent on a comparable days basis, following 10 percent growth in the fourth quarter of 1997. Fully diluted earnings per share for the fourth quarter are expected to be approximately $0.24 - $0.25. ATLANTA, December 11, 1998 -- The Coca-Cola Company announced today that it expects fourth-quarter worldwide unit case volume to be down slightly on a reported basis and to increase 2 to 4 percent on a comparable days basis. This expected increase is on top of a very strong 10 percent growth in worldwide unit case volume in the fourth quarter of 1997. (As previously announced, the fourth quarter of 1998 contains fewer shipping days than the same quarter a year ago. This has no impact on full year results, as additional shipping days were included in the first quarter of this year.) "The fundamental strengths of our business model and our long-term opportunities and strategic approach remain intact throughout the world," said M. Douglas Ivester, chairman, Board of Directors, and chief executive officer. "However, during the fourth quarter, we have seen a pattern of volatility in many markets that has resulted from continued economic and political uncertainty." "The results for the fourth quarter of 1998 do not change the underlying opportunity that is before this global company. We will continue taking a disciplined approach to managing through the current economic environment, with a focus on creating value for our share owners over time. This is a Company that knows how to keep growing and to take advantage of opportunities that are ahead of us. In fact, in our 113- year history, there is scarcely a time or place where we haven't weathered economic storms and emerged in a better position than before." As a result of the continued economic uncertainties, as well as the impact of fewer shipping days in the fourth quarter, the Company currently expects that fully diluted EPS in the fourth quarter of 1998 will be $0.24 to $0.25. Commenting on the Company's expected financial performance, James E. Chestnut, senior vice president and chief financial officer, said, "Throughout the quarter, volumes have continued growing at strong rates in many markets throughout the world. But, in several key markets that have been impacted by economic uncertainty and volatility, along with structural changes within the Coca-Cola system, volume and financial contributions have been weaker than anticipated, affecting operating income and leading to equity losses in some cases. In addition, currency has continued to have a negative impact on the Company's results with an approximate negative 10 percent impact on both the fourth quarter and the full year." Detailed below is a summary of expected results for the fourth quarter: - ------------------------------------------------------------------------ IMPACTED MARKETS OTHER MARKETS - ------------------------------------------------------------------------ Markets impacted by economic Remaining markets which uncertainty and volatility are not impacted by economic including Brazil, Germany, uncertainty and volatility Japan, Russia, SE Asia, Venezuela and Colombia - ------------------------------------------------------------------------ VOLUME EXPECTATIONS: VOLUME EXPECTATIONS: Comparable days: Down mid Comparable days: Up mid single digit single digit Reported basis: Down low Reported basis: Up low single digit double digit - ------------------------------------------------------------------------ FINANCIAL IMPLICATIONS: FINANCIAL IMPLICATIONS: - - Weaker operating income - - Lower equity income and - Solid financial results on a in some cases, equity losses local currency basis - - Continued negative impact - Continued negative impact of currency of currency - ------------------------------------------------------------------------ This news release contains forward-looking statements concerning long term volume and EPS objectives and should be read in conjunction with cautionary statements contained in Exhibit 99.1 in the Company's most recent Form 10-K. # # # -----END PRIVACY-ENHANCED MESSAGE-----