Attached files
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| EX-99 - TCCC PRESS RELEASE, RE. HOWARD BUFFETT - COCA COLA CO | ko8kax99121510.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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 9,
2010
(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
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))
|
Explanatory
Note:
This
Amendment No. 1 to Current Report on Form 8-K is being filed solely to report
the related person transaction disclosure required by Item 404(a) of Regulation
S-K.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
December 9, 2010, the Board of Directors of The Coca-Cola Company (the
“Company”) increased the size of the Board to 15 members and elected Howard G.
Buffett as a Director of the Company. Mr. Buffett was appointed to
the Public Issues and Diversity Review Committee, effective January 1,
2011.
Mr.
Buffett will participate in the Compensation and Deferred Compensation Plan for
Non-Employee Directors of The Coca-Cola Company, dated effective as of January
1, 2009 (the “Compensation Plan”), pursuant to which in 2011 he will be entitled
to annual compensation of $175,000, of which, up to $50,000 may be paid in
quarterly installments in cash or deferred share units at Mr. Buffett’s
discretion and the remaining $125,000 will be paid in deferred share units. The
Compensation Plan is described further on pages 35 to 39 of the Company’s proxy
statement for its 2010 Annual Meeting of Shareowners filed with the Securities
and Exchange Commission on March 5, 2010.
A copy of
the Company’s press release announcing the election of Mr. Buffett to the Board
is attached to this report as Exhibit 99.1 and is incorporated herein by
reference.
Related
Person Transaction Disclosure
The
related person transaction disclosure presented below with respect to the
Company is for the period from January 1 to August 27, 2010. Effective October
2, 2010, the Company closed the acquisition of the North American operations of
Coca-Cola Enterprises Inc., which was renamed Coca-Cola Refreshments USA, Inc.
(“CCR”) in connection with the closing. As a result, applicable
related person transaction disclosure with respect to CCR is presented
separately below and is for the period from January 1 to October 1, 2010 with
respect to payments by CCR and January 1 to October 29, 2010 with respect to
receipts by CCR. These periods are each referred to below as the “2010 Period”,
as applicable.
Warren E.
Buffett, the Chairman of the Board, Chief Executive Officer and major
stockholder of Berkshire Hathaway Inc. (“Berkshire Hathaway”), is the father of
Howard G. Buffett. Business Wire, Inc. (“Business Wire”) is a wholly
owned subsidiary of Berkshire Hathaway. In the 2010 Period, the Company paid
approximately $0.2 million to Business Wire to disseminate news releases for the
Company in the ordinary course of business. This business relationship with the
Company was in place prior to Berkshire Hathaway’s acquisition of Business Wire
in 2006. In addition, CCR paid less than $40,000 to Business Wire in the 2010
Period for similar services in the ordinary course of business. In the opinion
of management, this business relationship with Business Wire is fair and
reasonable, and is on terms as favorable to the Company as those that could have
been obtained from unrelated third parties.
2
FlightSafety
International, Inc. (“FlightSafety”) is a wholly owned subsidiary of Berkshire
Hathaway. In August 2009, the Company agreed to a new five-year agreement with
FlightSafety to provide pilot training services to the Company and, effective
August 1, 2010, entered into an addendum to the agreement to add certain
additional pilot training services. FlightSafety continues to provide flight
attendant and mechanic training services to the Company under a five-year
agreement entered into in March 2006. In the 2010 Period, the Company
paid FlightSafety approximately $0.3 million for providing pilot, flight
attendant and mechanic training services to the Company in the ordinary course
of business. In addition, CCR paid less than $10,000 to FlightSafety in the 2010
Period for similar services in the ordinary course of business. In
the opinion of management, the terms of the FlightSafety agreements pursuant to
which these services are provided are fair and reasonable, and as favorable to
the Company as those that could have been obtained from unrelated third parties
at the time of the execution of the agreements.
International
Dairy Queen, Inc. (“IDQ”) is a wholly owned subsidiary of Berkshire Hathaway. In
the 2010 Period, IDQ and its subsidiaries made payments totaling approximately
$2.0 million to the Company directly and through bottlers and other agents to
purchase fountain syrup and other products for its corporate stores in the
ordinary course of business. Payments from franchised stores are not included.
Also in the 2010 Period, IDQ and its subsidiaries received promotional and
marketing incentives based on the volume of both corporate and franchised
stores, totaling approximately $0.9 million from the Company in the ordinary
course of business. This business relationship with the Company was in place for
many years prior to Berkshire Hathaway’s acquisition of IDQ. In addition, IDQ
and its subsidiaries made payments to CCR totaling approximately $0.8 million in
the 2010 Period to purchase products in the ordinary course of
business. In the opinion of management, the business relationship
with IDQ is fair and reasonable, and is on terms substantially similar to the
Company’s relationships with other customers.
McLane
Company, Inc. (“McLane”) is a wholly owned subsidiary of Berkshire Hathaway. In
the 2010 Period, McLane made payments totaling approximately $115 million to the
Company to purchase fountain syrup and other products in the ordinary course of
business. Also in the 2010 Period, McLane received from the Company
approximately $6.7 million in agency commissions, marketing payments and other
fees relating to the sale of the Company’s products to customers in the ordinary
course of business. This business relationship with the Company was in place for
many years prior to Berkshire Hathaway’s acquisition of McLane in 2003. In
addition, McLane made payments of approximately $2.5 million to CCR in the 2010
Period to purchase products in the ordinary course of business. In
the opinion of management, this business relationship with McLane is fair and
reasonable, and is on terms substantially similar to the Company’s relationships
with other customers.
3
XTRA
Lease LLC (“XTRA”) is a wholly owned subsidiary of Berkshire
Hathaway. In the 2010 Period, CCR paid XTRA approximately $1.6
million for equipment leases of trailers used to store and transport finished
product pursuant to a national account agreement between XTRA and CCR entered
into in September 2009. In the opinion of management, the terms of
the XTRA agreement are fair and reasonable, and as favorable to CCR as those
that could have been obtained from unrelated third parties at the time of the
execution of the agreement.
Berkshire
Hathaway holds a significant equity interest in American Express Company
(“American Express”). In the 2010 period, the Company paid fees of approximately
$0.2 million for credit card memberships, business travel and other services in
the ordinary course of business to American Express or its subsidiaries. For the
2010 Period, the Company estimates that it will receive from American Express
approximately $1.1 million in rebates and incentives in the ordinary course
of business. In addition, CCR paid less than $10,000 in fees to American Express
in the 2010 Period in the ordinary course of business. In the opinion
of management, the relationship with American Express is fair and
reasonable.
Berkshire
Hathaway holds a significant equity interest in Moody’s Corporation (“Moody’s”).
In the 2010 Period, the Company paid fees of approximately $0.1 million to a
subsidiary of Moody’s for rating certain of our securities. In addition, CCR
paid approximately $0.3 million to a subsidiary of Moody’s in the 2010 Period
for credit rating services in the ordinary course of business. In the
opinion of management, the relationship with Moody’s is fair and reasonable and
is on terms substantially similar to the Company’s relationships with similar
companies.
Berkshire
Hathaway holds a significant equity interest in The Washington Post Company
(“Washington Post”). In the 2010 Period, the Company paid fees of approximately
$1.9 million to Washington Post for print media advertising in the ordinary
course of business. In addition, CCR paid less than $10,000 to Washington Post
in the 2010 Period for service fees in the ordinary course of
business. In the opinion of management, the relationship with
Washington Post is fair and reasonable, and is on terms as favorable to the
Company as those that could have been obtained from unrelated third
parties.
Item
9.01. Financial Statements and Exhibits
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(d)
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Exhibits
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99.1
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Press
Release of The Coca-Cola Company, dated December 9, 2010, regarding Howard
G. Buffett
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4
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SIGNATURES
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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.
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THE
COCA-COLA COMPANY
(REGISTRANT)
|
|
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Date: December
15, 2010
|
By: /s/ Geoffrey J.
Kelly
Geoffrey J. Kelly Senior Vice President and General Counsel |
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