Directors and certain transactions

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Directors and certain transactions

James B. Williams, a Director of the Company, is Chairman of the Board and Chief Executive Officer of SunTrust. Subsidiary banks of SunTrust engage in ordinary course of business banking transactions with the Company and its subsidiaries, including the making of loans on customary terms, for which fees of approximately $400,000 were paid in 1995. SunTrust Bank, Atlanta, a subsidiary of SunTrust, has extended a line of credit to the Company, averaging $75 million in 1995, for which it received fees of approximately $50,000 for such period. SunTrust Bank, Atlanta also holds in its portfolio equipment leases pursuant to which the Company paid approximately $244,000 in 1995 for the lease of trailers used to haul syrup. A SunTrust subsidiary leases office space in a building owned by a Company subsidiary and located at 711 Fifth Avenue, New York, New York. The current lease was modified in 1993 to extend the expiration date, originally set for 1995 under a 1990 extension, to 1997, and to set a new escalating scale of base rental amounts. The Company subsidiary was paid approximately $112,000 in 1995, and is expected to be paid $114,000 in 1996 and escalating payments in future years, under the renegotiated lease. In the opinion of management, the terms of such banking and credit arrangements and lease are fair and reasonable and as favorable to the Company as those which could have been obtained from unrelated third parties at the time of their execution.

Warren E. Buffett, a Director of the Company, is Chairman of the Board of Directors, Chief Executive Officer and the major share owner of Berkshire Hathaway Inc. In 1995, the Company paid approximately $218,000 for leased office space to a subsidiary of Berkshire Hathaway Inc. Berkshire Hathaway Inc. also holds a significant equity interest in USAir Group, Inc. In 1995, the Company paid $700,000 to USAir Group, Inc. under marketing incentive agreements.

William B. Turner is Chairman of the Executive Committee of W.C. Bradley Co., and, directly and with other family members, holds a significant equity interest in such company. The Company and W.C. Bradley Co. contemplate entering into an agreement pursuant to which W.C. Bradley Co. will serve as the event merchandiser for the 1996 Olympic Torch Relay and for which it would pay the Company escalating royalty payments based on retail sales, but no less than $250,000.

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