EXHIBIT 2.2
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into as of the 12TH day of
December, 1997, by and between AETNA LIFE INSURANCE COMPANY (the
"Seller"), and THE COCA-COLA BOTTLING COMPANY OF THE NORTHEAST, a
Delaware corporation ("Purchaser"), under the following
circumstances:
A. The Seller has agreed to sell to the Purchaser,
and the Purchaser has agreed to purchase, the following shares of
the capital stock of The Coca-Cola Bottling Company of New York,
Inc., a Delaware corporation: 32,420 shares of the Class A Common
Stock and 8,120 shares of the Class B Common Stock (collectively
the "KONY Stock"). The sale of the KONY Stock by the Seller and
the purchase by the Purchaser is herein called the "Transaction".
B. This document is being executed to record the
agreement of the parties with respect to the Transaction, which is
as follows:
1. Closing. The transaction shall be closed on
January 5, 1998. On the closing date, unless the parties have
agreed otherwise, there shall occur an exchange by facsimile of
the certificates and agreements required by subsections 1(b) and
1(c), and the delivery of funds required by subsection 1(a). Any
items exchanged by facsimile will, upon the Seller's receipt of
the consideration, be sent by the party obligated to make such
delivery to the party entitled to receive such delivery by Federal
Express or similarly recognized courier service for delivery on
the next business day. At the closing:
(a) The purchase price for the KONY Stock will be
$11,838,890.62, which the Purchaser shall pay to the Seller in
immediately available funds as follows: Citibank, N.A., 00 Xxxxx
Xxxxxx, Xxx Xxxx, XX 00000, ABA No. 000000000, credit to Aetna
Life Insurance Company, Account Number 4074-0281.
(b) The Seller shall deliver to the Purchaser:
(i) Certificate No. 52 evidencing ownership
of 29,000 shares of Class A Common Stock;
(ii) Certificate No. 89 evidencing ownership
of 3,420 shares of Class A Common Stock;
(iii) Certificate No. 4 evidencing ownership
of 7,263 shares of Class B Common Stock;
(iv) Certificate No. 6 evidencing ownership
of 857 shares of Class B Common Stock;
issued in the name of Seller, together with its duly
executed stock powers, having signatures guaranteed by a
commercial bank or by a member firm of the New
York Stock Exchange; and
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(v) The Agreement identified in subsection
1(c)(ii), below, signed by the Seller.
(c) The Purchaser shall deliver to the Seller,
substantially in the forms annexed as Exhibit A:
(i) Consent of The Coca-Cola Company
("CCC") to the Transaction as required by the Transfer
Agreement dated as of September 10, 1981 among
CCC, the Seller, The Prudential Insurance Company of
America, Northwestern Mutual Life Insurance Company and
The Penn Mutual Life Insurance Company (the "Transfer
Agreement"); and
(ii) Agreement to terminate the put/call
options created under the Put/Call Option Agreement dated
November 21, 1995, among the Seller, the Coca-Cola Financial
Corporation ("CCFC"), and The Coca-Cola Bottling Company of
New York, Inc., effective upon the completion of the Transaction,
signed by CCFC and the Purchaser.
2. Representations and Warranties of Seller.
(a) The Seller has full corporate power and
authority to execute and deliver this Agreement and to transfer to
the Purchaser the KONY Stock to which this Agreement relates.
(b) Except as otherwise set forth in the Transfer
Agreement and Put/Call Agreement, the KONY Stock (i) is free and
clear of any liens, restrictions, claims, equities, charges,
options or other encumbrances created by the Seller, and (ii) to
the knowledge of the Seller, has no defects of title whatsoever.
(c) The Seller has no liability or obligation to
pay any fees or commissions to any broker, finder, or agent with
respect to the transactions described in this Agreement for which
the Purchaser could become liable or obligated.
(d) The Seller's representations and warranties
shall survive the delivery of the KONY Stock.
3. Representations and Warranties of Purchaser.
(a) The Purchaser has full corporate power and
authority to execute and deliver this Agreement and to purchase
the KONY Stock to which this Agreement relates.
(b) The Purchaser hereby represents and warrants
that Purchaser is acquiring the KONY Stock for investment for
Purchaser's account, with the intent of holding the KONY Stock for
investment, without the present intent of participating directly
or indirectly in a distribution of the KONY Stock, and without the
participation of any other person in any part of the purchase.
(c) The Purchaser hereby represents and warrants
that Seller has neither supplied any information or materials, nor
made any representations or warranties, except as expressly set
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forth in this Agreement, to Purchaser regarding The Coca-Cola
Bottling Company of New York, its affairs and conditions, or the
terms of the Transaction, or the value of the KONY Stock.
(d) The Purchaser hereby represents and warrants
the Purchaser has assumed the responsibility for independently
evaluating the risks and merits of this investment and for
verifying the accuracy and adequacy of any information upon which
Purchaser may have relied in making its investment decision,
including without limitation, such other documents and information
which Purchaser has deemed necessary and appropriate to make its
own decision to purchase the KONY Stock and has independently and
without reliance on Seller made its own analysis and decision to
enter into this Agreement and to purchase the KONY Stock.
(e) The Purchaser hereby represents and warrants
that Purchaser is not an employee benefit plan ("Plan") within the
meaning of Section 3(3) of The Employee Retirement Income Security
Act of 1974 or Section 4975(e)(1) of the Internal Revenue Code of
1986 and is not directly or indirectly purchasing the KONY Stock
on behalf of, an investment manager of, as named fiduciary of, as
trustee of, or with assets of a Plan.
(f) The Purchaser's representations and
warranties shall survive the delivery of the KONY Stock.
4. Miscellaneous.
(a) Time is of the essence of this Agreement.
(b) This Agreement may be executed in one or more
counter- parts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement is signed by the
parties as of the date first above written.
SELLER:
AETNA LIFE INSURANCE
COMPANY
/S/ XXXXXXX X. XXXXXX
By:----------------------------
Its: INVESTMENT MANAGER
----------------------
PURCHASER:
THE COCA-COLA BOTTLING COMPANY
OF THE NORTHEAST
/S/ XXXXX X. XXXXXX
BY:-------------------------------
Its: VICE PRESIDENT
---------------------------
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SCHEDULES AND EXHIBITS TO
STOCK PURCHASE AGREEMENT
EXHIBIT A -- Consent of The Coca-Cola Company to the
Transaction; Termination of Put/Call Options
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