ko8k060707.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2007 (June 7, 2007)

(Exact name of registrant as specified in its charter)

Delaware

(State or other

jurisdiction

of incorporation)

001-02217

(Commission

File Number)

58-0628465

(IRS Employer

Identification No.)

One Coca-Cola Plaza

Atlanta, Georgia

(Address of principal executive offices)

30313

(Zip Code)

Registrant's telephone number, including area code: (404) 676-2121

Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

On June 7, 2007, The Coca-Cola Company, a Delaware corporation ("TCCC"), announced that it completed its previously announced acquisition of Energy Brands Inc. d/b/a Glaceau, a New York corporation ("Glaceau"). Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 24, 2007, by and among TCCC, Mustang Acquisition Company, LLP, a Delaware limited liability partnership ("Merger Sub"), Glaceau, and J. Darius Bikoff ("Bikoff") and Michael Repole, each solely in his capacity as, respectively, Initial Stockholder Representative and Substitute Stockholder Representative (as such terms are defined in the Merger Agreement), Merger Sub has merged (the "Merger") with and into Glaceau with Glaceau surviving the Merger as a subsidiary of TCCC (the "Surviving Corporation").

In connection with the Merger, TCCC paid approximately $2.9 billion in cash with respect to approximately 71.3% of the outstanding shares of common stock of Glaceau and all options, warrants or other rights to acquire any securities of Glaceau. As a result of the Merger, TCCC owns approximately 71.3% of the outstanding common stock of the Surviving Corporation with the remaining approximately 28.7% being held by Tata Tea (GB) Investments Limited and Tata Limited (collectively, the "Tata Entities"). Pursuant to a Put and Call Option Agreement (the "Put/Call Agreement"), the shares of common stock of the Surviving Corporation owned by the Tata Entities will be subject to a call by TCCC, exercisable by TCCC at any time between October 22, 2007 and November 21, 2007, at a price equal to the per share merger consideration less any dividends paid thereon and an amount equal to 10% of such consideration (which will be deposited in escrow to fund potential indemnity claims and additional transaction expenses). The Tata Entities will also have the right under the Put/Call Agreement to put to TCCC, at any time between November 11, 2007 and December 3, 2007, the shares of the entity that will hold such shares of common stock of the Surviving Corporation at the same price. TCCC currently intends to exercise the call. Upon exercise of the call by TCCC or the put by Tata Entities, TCCC would own 100% of the Surviving Corporation. Pursuant to a separate Voting Agreement (the "Voting Agreement") between TCCC and the Tata Entities, the Tata Entities have agreed to vote their shares of common stock of the Surviving Corporation in accordance with TCCC's instructions and has granted an irrevocable proxy with respect to the voting of such shares to TCCC.

The Merger Agreement provides for the indemnification of TCCC with respect to certain matters. Ten percent (10%) of the merger consideration paid has been held in escrow to satisfy indemnification claims. Indemnification for claims shall be limited to the extent to which claims exceed $10,000,000, subject to certain exceptions. In addition, Bikoff has entered into a Supplemental Indemnity Agreement (the “Supplemental Indemnity Agreement”) whereby Bikoff has agreed personally to indemnify TCCC for damages in respect of certain representations contained in the Merger Agreement and in the event that it is determined that TCCC was defrauded in certain respects in connection with the representations, warranties, covenants and other agreements contained in the Merger Agreement, in each case, to the extent such claims are not satisfied from the escrow fund. With the exception of claims which may be made under the Supplemental Indemnity Agreement or claims for fraud, the funds held in escrow will be the exclusive source of recovery for TCCC with respect to any indemnification claim. Indemnification of TCCC shall expire eighteen months following the closing of the Merger, except for certain limited indemnification rights which expire two years following the closing of the Merger. Indemnification of TCCC under the Supplemental Indemnity Agreement shall expire three years following the closing of the Merger.

The foregoing descriptions of the Merger, the Merger Agreement, the Put/Call Agreement, the Voting Agreement, and the Supplemental Indemnity Agreement are not complete and are qualified in their entirety by reference to the Merger Agreement, the Put/Call Agreement, the Voting Agreement and the Supplemental Indemnity Agreement, copies of which are filed as Exhibit 2.1, 99.1, 99.2 and 99.3, respectively.

The Merger Agreement, which is being filed to provide investors with information regarding its terms, contains various representations and warranties of Glaceau and TCCC. The assertions embodied in those representations and warranties were made for purposes of the Merger Agreement and are subject to qualifications and limitations agreed by the parties in connection with negotiating the terms of the Merger Agreement. In addition, certain representations and warranties were made as of a specific date, may be subject to a contractual standard of materiality different from what a shareowner might view as material, or may have been made for purposes of allocating contractual risk among the parties rather than establishing matters as facts. Accordingly, investors should not view the representations and warranties contained in the Merger Agreement as disclosures with respect to the actual state of facts concerning the business, operations or condition of any of the parties to the Merger Agreement and should not rely on them as such. Investors should read the Merger Agreement together with the other information concerning TCCC contained in reports and statements that TCCC files with the Securities and Exchange Commission.

Item 8.01. Other Events.

A press release announcing the completion of the acquisition was issued by TCCC on June 7, 2007. The full text of the press release, a copy of which is attached hereto as Exhibit 99.4, is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable.

2.1	Agreement and Plan of Merger by and among The Coca-Cola Company, Mustang Acquisition Company, LLP, Energy Brands Inc. d/b/a Glaceau, and the Stockholder Representatives identified therein, dated as of May 24, 2007. In accordance with Item 601(b)(2) of Regulation S-X, the disclosure schedules to the Agreement and Plan of Merger have not been filed. The Agreement and Plan of Merger contains a list briefly identifying the contents of all omitted disclosure schedules and The Coca-Cola Company hereby agrees to furnish supplementally a copy of any omitted disclosure schedule to the Securities and Exchange Commission upon request. (Incorporated by reference to Exhibit 2.1 to TCCC's Current Report on Form 8-K, filed May 31, 2007)
99.1	Put and Call Option Agreement among Tata Tea (GB) Limited, Tata Tea (GB) Investments Limited, Tata Limited and The Coca-Cola Company, dated as of May 24, 2007. (Incorporated by reference to Exhibit 99.2 to TCCC's Current Report on Form 8-K, filed May 31, 2007)
99.2	Voting Agreement among Tata Limited, Tata Tea (GB) Investments Limited and The Coca-Cola Company, dated as of May 24, 2007. (Incorporated by reference to Exhibit 99.3 to TCCC's Current Report on Form 8-K, filed May 31, 2007)
99.3	Supplemental Indemnity Agreement between J. Darius Bikoff and The Coca-Cola Company, dated May 24, 2007. (Incorporated by reference to Exhibit 99.4 to TCCC's Current Report on Form 8-K, filed May 31, 2007)
99.4	Press release issued by The Coca-Cola Company on June 7, 2007

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

                                               By:   /s/ David M. Taggart
                                                               ;      ___________________________

David M. Taggart

Vice President and Treasurer

Date: June 13, 2007

EXHIBIT INDEX

Exhibit No. Description

2.1	Agreement and Plan of Merger by and among The Coca-Cola Company, Mustang Acquisition Company, LLP, Energy Brands Inc. d/b/a Glaceau, and the Stockholder Representatives identified therein, dated as of May 24, 2007. In accordance with Item 601(b)(2) of Regulation S-X, the disclosure schedules to the Agreement and Plan of Merger have not been filed. The Agreement and Plan of Merger contains a list briefly identifying the contents of all omitted disclosure schedules and The Coca-Cola Company hereby agrees to furnish supplementally a copy of any omitted disclosure schedule to the Securities and Exchange Commission upon request. (Incorporated by reference to Exhibit 2.1 to TCCC's Current Report on Form 8-K, filed May 31, 2007)
99.1	Put and Call Option Agreement among Tata Tea (GB) Limited, Tata Tea (GB) Investments Limited, Tata Limited and The Coca-Cola Company, dated as of May 24, 2007. (Incorporated by reference to Exhibit 99.2 to TCCC's Current Report on Form 8-K, filed May 31, 2007)
99.2	Voting Agreement among Tata Limited, Tata Tea (GB) Investments Limited and The Coca-Cola Company, dated as of May 24, 2007. (Incorporated by reference to Exhibit 99.3 to TCCC's Current Report on Form 8-K, filed May 31, 2007)
99.3	Supplemental Indemnity Agreement between J. Darius Bikoff and The Coca-Cola Company, dated May 24, 2007. (Incorporated by reference to Exhibit 99.4 to TCCC's Current Report on Form 8-K, filed May 31, 2007)
99.4	Press release issued by The Coca-Cola Company on June 7, 2007

Media Relations Department

P.O. Box 1734, Atlanta, Georgia 30301

Telephone (404) 676-2121

FOR IMMEDIATE RELEASE Contact: Ben Deutsch

THE COCA-COLA COMPANY CLOSES ACQUISITION OF GLACÉAU,

MAKER OF VITAMINWATER

ATLANTA, June 7, 2007 – The Coca-Cola Company today announced that it has closed its previously announced acquisition of Energy Brands, Inc., known as glacéau, and its full range of fast-growing, enhanced water brands, including vitaminwater. Glacéau will now operate as a separate business unit of Coca-Cola North America, giving it a strong platform from which to accelerate its growth in active lifestyle beverages.

“This acquisition fits perfectly within our focus on our North American business and our belief that, alongside our sparkling beverage leadership, an expanded active lifestyle business will greatly enhance our still beverage line-up,” said Muhtar Kent, president and chief operating officer, The Coca-Cola Company. “We’re pleased to have closed the transaction, and now we are moving full speed ahead to fully leverage glacéau’s growth potential, first in the United States and then around the world.”

Today’s closing of the acquisition follows the expiration of the waiting period under the Hart-Scott-Rodino Act and the satisfaction of other customary closing conditions.

About The Coca-Cola Company

The Coca-Cola Company is the world's largest beverage company. Along with Coca-Cola®, recognized as the world's most valuable brand, the Company markets four of the world's top five nonalcoholic sparkling beverage brands, including Diet Coke®, Fanta® and Sprite®, and a wide range of other beverages, including diet and light beverages, waters, juices and juice drinks, teas, coffees, energy and sports drinks.

Through the world's largest beverage distribution system, consumers in more than 200 countries enjoy the Company's beverages at a rate exceeding 1.4 billion servings each day. For more information about The Coca-Cola Company, please visit our website at www.thecoca-colacompany.com.

it all started when one thirsty man named darius wanted better water, but couldn’t find any worth drinking, so he decided to make his own. along came a guy from queens named mike (he’s like darius’ robin…but don’t tell him that) and because mike has a gift for gab, it’s no wonder word got around, thus emerged glacéau, a fresh new approach to bottled water. today glacéau, the creator and leader of the enhanced water category, is the maker of vitaminwater®, fruitwater®, smartwater® and vitaminenergy™. now with 1,000+ full and part-time employees, (that’s a big holiday party) glacéau is all about helping thirsty people like you hydrate responsibly with products that are free of sodium and artificial ingredients. that means no artificial sweeteners, no artificial colors and especially no artificial intelligence (never to be trusted). for more information visit www.glaceau.com.

Forward-Looking Statements
This press release may contain statements, estimates or projections that constitute “forward-looking statements” as defined under U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from The Coca-Cola Company’s historical experience and our present expectations or projections. These risks include, but are not limited to, obesity concerns; scarcity and quality of water; changes in the nonalcoholic beverages business environment, including changes in consumer preferences based on health and nutrition considerations and obesity concerns; shifting consumer tastes and needs, changes in lifestyles and increased consumer information; increased competition; our ability to expand our operations in emerging markets; foreign currency and interest rate fluctuations; our ability to maintain good relationships with our bottling partners; the financial condition of our bottlers; our ability to maintain good labor relations, including our ability to renew collective bargaining agreements on satisfactory terms and avoid strikes or work stoppages; increase in the cost of energy; increase in cost, disruption of supply or shortage of raw materials; changes in laws and regulations relating to beverage containers and packaging, including mandatory deposit, recycling, eco-tax and/or product stewardship laws or regulations; adoption of significant additional labeling or warning requirements; unfavorable economic and political conditions in international markets, including civil unrest and product boycotts; changes in commercial or market practices and business model within the European Union; litigation uncertainties; adverse weather conditions; our ability to maintain brand image and product quality as well as other product issues such as product recalls; changes in legal and regulatory environments; changes in accounting standards and taxation requirements; our ability to achieve overall long-term goals; our ability to protect our information systems; additional impairment charges; our ability to successfully manage Company-owned bottling operations; global or regional catastrophic events; and other risks discussed in our Company’s filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K, which filings are available from the SEC. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Coca-Cola Company undertakes no obligation to publicly update or revise any forward-looking statements.