SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
ODWALLA, INC.
(Name of Subject Company (Issuer))
TCCC ACQUISITION CORP.
and
THE COCA-COLA COMPANY
(Offerors)
(Names of Filing Persons(identifying status as offeror,
issuer or other person))
Common Stock, no par value per share
(Title of Class of Securities)
676111107
(Cusip Number of Class of Securities)
-------------------------
TCCC Acquisition Corp.
c/o The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
Attention: Paul Etchells
Telephone: (404) 676-2121
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
----------------
Copies to:
C. William Baxley, Esq.
Alana L. Griffin, Esq.
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
Telephone: (404) 572-4600
----------------
CALCULATION OF FILING FEE
================================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE
---------------------- --------------------
$199,191,108 $39,839
================================================================================
* For the purpose of calculating the fee only, this amount assumes the
purchase of 13,061,712 shares of common stock, no par value per share, of
Odwalla, Inc. at $15.25 per share. Such number includes all outstanding
shares as of October 25, 2001, and assumes the exercise of all stock
options and warrants to purchase shares of Common Stock which are
outstanding as of such date.
--- Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
X Check the box if the filing relates solely to preliminary communications
--- made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
X third-party tender offer subject to Rule 14d-1.
---
--- issuer tender offer subject to Rule 13e-4.
--- going-private transaction subject to Rule 13e-3.
--- amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: ---
ITEM 12. EXHIBITS
------- --------
99 Text of joint press release issued by The Coca-Cola Company
and Odwalla, Inc. dated October 30, 2001.