SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 20, 2001
COTT CORPORATION
(Exact Name of Registrant as Specified in Charter)
Canada 000-19914 None
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
207 Queen's Quay West
Suite 340
Toronto, Ontario M5J1A7
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(Address of principal executive offices) (zip code)
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Registrant's telephone number, including area code: 416-203-3898
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
Cott Corporation announced today that its wholly-owned subsidiary, Cott
Beverages Inc., subject to certain market and other conditions, intends to offer
approximately $275 million of senior subordinated notes due December 15, 2011
(the "Offering"). In connection with the Offering, Cott Corporation disclosed
today the following:
Pending Credit Facility Amendment
We are currently in the process of amending our senior secured credit facility
to (1) permit increases of the revolving commitment thereunder available to
Cott Beverages Inc. by an aggregate amount not to exceed $75,000,000, of which
$25,000,000 will be made available upon the effectiveness of the amendment, (2)
require that by February 15, 2002, substantially all personal property assets
of Cott Corporation and its U.S. and Canadian subsidiaries be granted as
collateral to the lenders under the senior secured credit facility and (3)
provide for a guarantee of the obligations under the senior secured credit
facility by certain subsidiaries of Cott Corporation, among other revisions. It
is a condition to the closing of the Offering that this amendment becomes
effective.
Pending Litigation
In 2000, Cott Corporation signed a worldwide, multi-year contract with Crown,
Cork & Seal Company, Inc. covering our requirements for aluminum cans and lids,
which are important packaging supplies to our business. In November 2001, Crown
filed suit against Cott Corporation in the United States District Court for the
Eastern District of Pennsylvania seeking damages and seeking to terminate the
contract. We have filed our defense to the lawsuit and a counterclaim against
Crown asking the court to honor the terms of the existing contract. We believe
that we have valid defenses and counterclaims and that the Court will uphold the
original terms and conditions of the contract. If the Court does not uphold the
original terms of the contract, we could face price increases and possibly
experience difficulty in sourcing our aluminum can and lid requirements.
However, we believe this dispute will be resolved in a manner that will not have
a material adverse effect on our business, results of operations or financial
condition.
SIGNATURE
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 thereunto duly authorized.
COTT CORPORATION
By: /s/ Raymond P. Silcock
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Raymond P. Silcock
Executive Vice President and
Chief Financial Officer
December 20, 2001