+ All Categories
Home > Documents > IN THEUNITEDSTATESDISTRICTCOURT...

IN THEUNITEDSTATESDISTRICTCOURT...

Date post: 19-Jul-2020
Category:
Upload: others
View: 1 times
Download: 0 times
Share this document with a friend
12
IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION CARPENTERS HEALTH & WELFARE FUND , et al. v. ) File No . 1:00-CV -2838-WBH THE COCA-COLA COMPANY, et al. NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION, MOTION FOR ATTORNEYS' FEES, AND SETTLEMENT FAIRNESS HEARING TO: ALL PERSONS OR ENTITIES (AND THEIR BENEFICIARIES) WHO PURCHASED OR OTHERWISE ACQUIRED THE COCA COLA COMPANY COMMON STOCK FROM OCTOBER 21, 1999 THROUGH MARCH 6 , 2000, INCLUSIVE. This Notice is to inform you of the proposed settlement of this Consolidated Action (the "Settlement") pursuant to a Stipulation of Settlement entered among the Plaintiffs and Defendants The Coca-Cola Company ("TCCC" or the "Company"), M. Douglas Ivester, Jack L. Stahl, James E. Chestnut, and Douglas N. Daft. If you are a Settlement Class Member, as defined below, your rights will be affected by the proposed Settlement and you may be entitled to share in the proceeds of the Settlement as described further below. To claim your share, you must submit a valid Proof of Claim form, as described more fully below, postmarked on or before November 21, 2008. If you are a Settlement Class Member and do not submit a timely request for exclusion, as explained further below, you will be bound by the releases and covenant not to sue whether or not you submit a claim. IMPORTANT DATES UNDER THIS SETTLEMENT Submit a Proof of Claim form no later than November 21, 2008. Request exclusion from the Settlement Class in writing no later than September 22, 2008. Object to the Settlement in writing no later than September 22, 2008. Settlement Fairness Hearing to be held on October 20, 2008, at 2:00 p.m. (Your presence at the Settlement Fairness Hearing is not required.) These deadlines and their effect are explained in this Notice. The Court in charge of this case still has to decide whether to approve the Settlement . Payments will be made only if the Court approves the Settlement and after any appeals are resolved. STATEMENT OF PLAINTIFFS' RECOVERY Pursuant to the Stipulation of Settlement ("Stipulation") described in this Notice, a Settlement Fund consisting of $137,500,000 in cash will be established. The Settlement Fund, subject to deduction for Notice and Administration Costs; Taxes; attorneys' fees, costs, and other expenses as approved by the Court; and Lead Plaintiffs' and Intervenor Plaintiff's expenses incurred in the prosecution of the Consolidated Action as approved by the Court will be available for distribution to Settlement Class Members. A Settlement Class Member's recovery will depend on a number of factors. First, recovery will be a proportion of the Net Settlement Fund determined by that claimant's Claim as compared to the total Claims of all Settlement Class Members who submit acceptable Proofs of Claim. Further, depending on the number of Claims submitted, the purchase price paid, and whether those TCCC securities were held at the end of the Class Period or sold during the Class Period, and, if sold, when they were sold and the amount received, an individual Settlement Class Member may receive more or less than the average amount per share set forth below. See the Plan of Allocation that accompanies this Notice for more information on the calculations of your Claim.
Transcript
Page 1: IN THEUNITEDSTATESDISTRICTCOURT …securities.stanford.edu/filings-documents/1017/KO00/200873_r03n_… · The Coca-Cola Company, et al., File No. 1:00-CV-2838-WBH and provided for

IN THE UNITED STATES DISTRICT COURTFOR THE NORTHERN DISTRICT OF GEORGIA

ATLANTA DIVISION

CARPENTERS HEALTH &WELFARE FUND , et al. v. ) File No . 1:00-CV-2838-WBHTHE COCA-COLA COMPANY, et al.

NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OFCLASS ACTION, MOTION FOR ATTORNEYS' FEES, AND

SETTLEMENT FAIRNESS HEARING

TO: ALL PERSONS OR ENTITIES (AND THEIR BENEFICIARIES) WHO PURCHASED OR OTHERWISEACQUIRED THE COCA COLA COMPANY COMMON STOCK FROM OCTOBER 21, 1999 THROUGHMARCH 6 , 2000, INCLUSIVE.

This Notice is to inform you of the proposed settlement of this Consolidated Action (the "Settlement") pursuant to aStipulation of Settlement entered among the Plaintiffs and Defendants The Coca-Cola Company ("TCCC" or the"Company"), M. Douglas Ivester, Jack L. Stahl, James E. Chestnut, and Douglas N. Daft. If you are a Settlement ClassMember, as defined below, your rights will be affected by the proposed Settlement and you may be entitled to share in theproceeds of the Settlement as described further below. To claim your share, you must submit a valid Proof of Claim form,as described more fully below, postmarked on or before November 21, 2008. If you are a Settlement Class Member anddo not submit a timely request for exclusion, as explained further below, you will be bound by the releases and covenantnot to sue whether or not you submit a claim.

IMPORTANT DATES UNDER THIS SETTLEMENT

Submit a Proof of Claim form no later than November 21, 2008.

Request exclusion from the Settlement Class in writing no later than September 22, 2008.

Object to the Settlement in writing no later than September 22, 2008.

Settlement Fairness Hearing to be held on October 20, 2008, at 2:00 p.m.(Your presence at the Settlement Fairness Hearing is not required.)

These deadlines and their effect are explained in this Notice.

The Court in charge of this case still has to decide whether to approve the Settlement . Payments will be madeonly if the Court approves the Settlement and after any appeals are resolved.

STATEMENT OF PLAINTIFFS' RECOVERY

Pursuant to the Stipulation of Settlement ("Stipulation") described in this Notice, a Settlement Fund consisting of$137,500,000 in cash will be established. The Settlement Fund, subject to deduction for Notice and Administration Costs;Taxes; attorneys' fees, costs, and other expenses as approved by the Court; and Lead Plaintiffs' and Intervenor Plaintiff'sexpenses incurred in the prosecution of the Consolidated Action as approved by the Court will be available for distributionto Settlement Class Members.

A Settlement Class Member's recovery will depend on a number of factors. First, recovery will be a proportion of the NetSettlement Fund determined by that claimant's Claim as compared to the total Claims of all Settlement Class Memberswho submit acceptable Proofs of Claim. Further, depending on the number of Claims submitted, the purchase price paid,and whether those TCCC securities were held at the end of the Class Period or sold during the Class Period, and, if sold,when they were sold and the amount received, an individual Settlement Class Member may receive more or less than theaverage amount per share set forth below. See the Plan of Allocation that accompanies this Notice for more informationon the calculations of your Claim.

Page 2: IN THEUNITEDSTATESDISTRICTCOURT …securities.stanford.edu/filings-documents/1017/KO00/200873_r03n_… · The Coca-Cola Company, et al., File No. 1:00-CV-2838-WBH and provided for

If Settlement Class Members owning 100% of the number of eligible shares purchased or otherwise acquired during theClass Period elect to participate in the Settlement, the estimated average distribution per share will be approximately$0.53. Historically, actual claim rates are less than 100%, resulting in higher distributions per share.

STATEMENT OF POTENTIAL OUTCOME

Plaintiffs and Defendants do not agree on liability or on the amount of damages per share that would have beenrecoverable from Defendants if Plaintiffs were to have prevailed on each claim asserted. The issues on which the partiesdisagree include, but are not limited to, the following: (1) whether Defendants engaged in conduct that would give rise toany liability to the Settlement Class under the federal securities laws, or any other laws; (2) whether Defendants havevalid defenses to any such claims of liability; (3) the appropriate economic model for determining the amount by which theTCCC common stock was allegedly artificially inflated (if at all) during the Settlement Class Period; (4) the amount bywhich the TCCC common stock was allegedly artificially inflated (if at all) during the Settlement Class Period; (5) the effectof various market forces influencing the trading price of TCCC common stock at various times during the Settlement ClassPeriod; (6) the extent to which external factors, such as general market conditions, influenced the trading price of TCCCcommon stock at various times during the Settlement Class Period; (7) the extent to which the various matters thatPlaintiffs alleged were materially false or misleading influenced (if at all) the trading price of TCCC common stock atvarious times during the Settlement Class Period; (8) the extent to which the various allegedly adverse material facts thatPlaintiffs alleged were omitted influenced (if at all) the trading price of TCCC common stock at various times during theSettlement Class Period; and (9) whether the statements made or facts allegedly omitted were materially misleading orotherwise actionable under the federal securities or other laws. Under relevant securities laws, a claimant's recoverabledamages are limited to the losses attributed to the alleged violations. Losses that resulted from factors other than thealleged violations are not compensable under the federal securities laws.

STATEMENT OF ATTORNEYS' FEES AND EXPENSES SOUGHT

Pursuant to agreements with the Court-appointed Lead Plaintiffs, Plaintiffs' Lead Counsel intend to apply to the Court foran award of attorneys' fees, as payment for their substantial time and efforts expended in the prosecution of this actionundertaken on a purely contingent basis, of 26.04% of the Settlement Fund, plus expenses incurred or paid in theprosecution of this litigation in an amount not to exceed $7.75 million together with the interest earned thereon. Theaverage cost per share of such an award is $0.17. In addition, the Lead Plaintiffs and Intervenor Plaintiff may request upto $5,000 each in expenses incurred in representing the Settlement Class. The requested attorneys' fee represents amultiplier of 1.56 times Plaintiffs' Counsel's charges for their time at their normal non-contingent hourly rates, a multipliersubstantially less than that awarded in other cases.

IDENTIFICATION OF ATTORNEYS' REPRESENTATIVES

Further information regarding the Consolidated Action and this Notice may be obtained by contacting representatives ofPlaintiffs' Lead Counsel:

COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLPRick Nelson655 West Broadway, Suite 1900San Diego , CA 92101(800) 449-4900

CHITWOOD HARLEY HARNES LLPMartin D. ChitwoodKrissi T. Gore2300 Promenade II1230 Peachtree Street, N.E.Atlanta, GA 30309(404) 873-3900

Please do not call the Court.

-2-

Page 3: IN THEUNITEDSTATESDISTRICTCOURT …securities.stanford.edu/filings-documents/1017/KO00/200873_r03n_… · The Coca-Cola Company, et al., File No. 1:00-CV-2838-WBH and provided for

WHAT THIS NOTICE CONTAINS

BASIC INFORMATION ............................................................................................................................ - 4-

Reason for receiving this Notice ........................................................................................................ .. - 4-

Subject of the Consolidated Action .................................................................................................... .. - 4-

Reasons for the Settlement ............................................................................................................... .. - 5-

No admission of wrongdoing and liability .......................................................................................... .. - 5-

THOSE INCLUDED IN THE SETTLEMENT ........................................................................................... - 6-

Settlement Class Members ................................................................................................................ .. - 6-

Exceptions to being included as a Settlement Class Member.......................................................... .. - 6-

THE SETTLEMENT BENEFITS - WHAT YOU GET ............................................................................ - 6-

The Settlement Fund ......................................................................................................................... .. - 6-

Your share of the Settlement Fund .................................................................................................... .. - 6-

HOW YOU RECEIVE A PAYMENT - SUBMITTING A CLAIM FORM ................................................. - 6-

How you receive a payment .............................................................................................................. .. - 6-

When you will receive your payment ................................................................................................. .. - 6-

What you give up as a Settlement Class Member ............................................................................. .. - 7-

EXCLUDING YOURSELF FROM THE SETTLEMENT .......................................................................... - 7-

How to exclude yourself from the proposed Settlement .................................................................... .. - 7-

THE LAWYERS REPRESENTING YOU ................................................................................................. - 8-

Your lawyers in this case ................................................................................................................... .. - 8-

How the lawyers will be paid .............................................................................................................. .. - 8-

OBJECTING TO THE SETTLEMENT ..................................................................................................... - 8-

How to tell the Court that you do not like the proposed Settlement .................................................. .. - 8-

The difference between objecting and excluding yourself from the Settlement Class ...................... .. - 9-

EFFECT OF APPROVAL OF THE PROPOSED SETTLEMENT AND RELEASE ................................ - 9-

TERMINATION OF PROPOSED SETTLEMENT .................................................................................... - 9-

NOTICE TO BANKS, BROKERS AND OTHER NOMINEES ............................................................... - 10-

HOW TO GET MORE INFORMATION .................................................................................................. -10-

-3-

Page 4: IN THEUNITEDSTATESDISTRICTCOURT …securities.stanford.edu/filings-documents/1017/KO00/200873_r03n_… · The Coca-Cola Company, et al., File No. 1:00-CV-2838-WBH and provided for

BASIC INFORMATION

Reason for receiving this Notice

You or someone in your family may have purchased or otherwise acquired TCCC common stock at some time during theperiod from October 21, 1999 through March 6, 2000, inclusive.

The Court directed that this Notice be sent to Settlement Class Members because they have a right to know about aproposed Settlement of this class action lawsuit, and about all of their options, before the Court decides whether toapprove the Settlement. If the Court approves the Settlement, and after any objections and appeals are resolved, anadministrator appointed by the Court will make the payments that the Settlement allows.

This package explains the lawsuit, the Settlement, Settlement Class Members' rights, what benefits are available, who iseligible for them, and how to get them.

The Court in charge of the case is the United States District Court for the Northern District of Georgia, and the case iscaptioned as Carpenters Health & Welfare Fund, et al. v. The Coca-Cola Company, et al., File No. 1:00-CV-2838-WBH(the "Consolidated Action"). This case has been assigned to the Honorable Willis B. Hunt, Jr., United States DistrictJudge. The people who sued are called the Plaintiffs, and the company and the people they sued are calledthe Defendants.

The Defendants in this case are TCCC and four former officers of TCCC, M. Douglas Ivester, Jack L. Stahl, James E.Chestnut, and Douglas N. Daft.

Subject of the Consolidated Action

On or after October 27, 2000, the following actions were filed in the Court as putative class actions on behalf of certainpersons who purchased the common stock of TCCC:

Carpenters Health & Welfare Fund of Philadelphia & Vicinity v. The Coca-Cola Company, M. DouglasIvester, Jack L. Stahl and James Chestnut, Civil Action No. 1:00-CV-2838-WBH; and

Gaetan Lavalla v. The Coca-Cola Company, M. Douglas Ivester, Jack L. Stahl and James E. Chestnut,Civil Action No. 1:00-CV-2998-WBH.

(collectively, the "Actions")

On December 26, 2000, institutional investors Carpenters Health & Welfare Fund of Philadelphia & Vicinity ("PhiladelphiaCarpenters") and Local 144 Nursing Home Pension Fund (now known as 1199 SEIU Greater New York Pension Fund)("Local 144") moved for appointment as Lead Plaintiffs. On January 9, 2001, the Court ordered the Actions, and anysubsequently filed related actions, consolidated for all purposes under the caption Carpenters Health & Welfare Fund, etal. v. The Coca-Cola Company, et al., File No. 1:00-CV-2838-WBH and provided for the filing of a consolidated amendedcomplaint. On May 7, 2001, the Court appointed Philadelphia Carpenters and Local 144 as lead plaintiffs for the putative class.

The Consolidated Class Action Complaint (the "Consolidated Complaint") was filed on or about July 25, 2001. TheConsolidated Complaint asserted violations of Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") andSEC Rule 10b-5. The Consolidated Complaint named TCCC, Ivester, Stahl, Chestnut, and Daft as Defendants andalleged that certain material facts concerning TCCC and the condition of its business and financial results weremisrepresented and omitted from various public statements purportedly made by the Defendants during the SettlementClass Period. The Consolidated Complaint claimed that the alleged misrepresentations and omissions caused the priceof TCCC common stock to be inflated artificially during the Settlement Class Period to the alleged injury and damage ofthe Plaintiffs and the Settlement Class.

By order dated August 20, 2002, the Court granted in part and denied in part Defendants' motion to dismiss theConsolidated Complaint and granted Plaintiffs leave to amend. The Court denied Defendants' subsequent motion forpartial reconsideration of that order on April 15, 2003.

The Amended Consolidated Class Action Complaint ("Amended Consolidated Complaint") was filed on or about June 2,2003. The allegations of the Amended Consolidated Complaint are substantially the same as those in theConsolidated Complaint.

By order dated March 31, 2004, the Court granted in part and denied in part Defendants' motion to dismiss the AmendedConsolidated Complaint and denied Plaintiffs leave to amend further. TCCC and the Individual Defendants answered theConsolidated Amended Complaint on July 2, 2004, denying its substantive allegations and claims and assertingvarious defenses.

-4-

Page 5: IN THEUNITEDSTATESDISTRICTCOURT …securities.stanford.edu/filings-documents/1017/KO00/200873_r03n_… · The Coca-Cola Company, et al., File No. 1:00-CV-2838-WBH and provided for

Philadelphia Carpenters and Local 144 moved the Court on August 9, 2004 for an order certifying the Consolidated Actionas a class action under Federal Rule of Civil Procedure 23. That same day, institutional investor Southwest CarpentersPension Trust Fund ("Southwest Carpenters") moved to intervene as an additional putative class representative andjoined in the class certification motion. By order dated December 2, 2004, the Court granted Southwest Carpenters'motion to intervene.

Plaintiffs' motion for class certification was assigned to a special master selected by the Court with the consent of theParties. On February 27, 2008, the special master issued a report and recommendation ("R&R") which had to bereviewed and adopted by the Court. The special master recommended denial of class certification based on concernsabout Plaintiffs' Lead Counsel's dealings with certain witnesses and the adequacy of Plaintiffs' Lead Counsel as a result.The R&R was never adopted or affirmed by the Court, and the Court has rejected it and found that Plaintiffs' LeadCounsel are adequate to represent the Settlement Class.

Reasons for the Settlement

The Court has not decided the Consolidated Action in favor of Plaintiffs or Defendants. During the more than three yearperiod between May 2004 and September 2007, the Parties engaged in extensive fact and expert discovery. During thattime and thereafter, the parties from time-to-time discussed the possibility of settlement. The Parties also participated inseveral mediation sessions aided by a mediator with extensive experience mediating complex cases like the ConsolidatedAction. After extensive, arm's-length negotiations, an agreement-in-principle to settle the Consolidated Action wasreached on May 23, 2008. Plaintiffs' class certification motion and Defendants' summary judgment motions were pendingat the time the agreement-in-principle to settle the Consolidated Action was reached and remain pending.

The Lead Plaintiffs believe that the claims asserted in the Consolidated Action have merit and that the evidencedeveloped to date, through the review of over 500,000 pages of documents produced by Defendants and third parties andover 70 depositions, supports the claims asserted. However, Plaintiffs' Lead Counsel recognize and acknowledge theexpense and length of continued proceedings necessary to prosecute the Consolidated Action against the Defendantsthrough trial and through appeals. Lead Plaintiffs also have taken into account the uncertain outcome and the risk of anylitigation, especially in complex actions such as the Consolidated Action, and the difficulties and delays inherent in suchlitigation. Lead Plaintiffs also are mindful of the inherent problems of proof under and possible defenses to the securitieslaw violations asserted in the Consolidated Action. Lead Plaintiffs believe that the settlement set forth in the Stipulationconfers substantial benefits upon the Settlement Class. Based on their evaluation, Plaintiffs' Lead Counsel havedetermined that the Settlement set forth in the Stipulation is fair, adequate, reasonable, and in the best interests of theLead Plaintiffs and the Settlement Class.

Throughout this litigation, Defendants have denied and continue to deny all substantive allegations of wrongdoing andliability pleaded against them in the Amended Consolidated Complaint. Defendants believe that their defenses to theclaims asserted against them are strong and that they would prevail either on their pending motions for summaryjudgment or at trial. Defendants, however, have taken into account the uncertainty and risks of litigation, especially in acomplex action such as this, as well as the difficulties and delays inherent in such litigation. Defendants have also takeninto account that further conduct of the Consolidated Action could be protracted and expensive. Defendants want theConsolidated Action fully and finally settled in the manner and upon the terms and conditions set forth in the Stipulationboth to limit further expense, inconvenience, and distractions and to permit the operation of TCCC's business withoutfurther diversion related to the Consolidated Action. Defendants, therefore, have concluded that it is desirable andbeneficial to them that the Consolidated Action be settled in the manner and upon the terms and conditions set forth in theStipulation. Defendants' decision to enter into the Stipulation, and the Stipulation itself, shall not be construed or deemedto be an admission or concession, or evidence of an admission or concession, by any Defendant with respect to any claimof fault, liability, wrongdoing, or damage, nor shall Defendants' decision to enter into the Stipulation, or the Stipulationitself, be deemed an admission or concession by any Defendant of any infirmity in the defenses that Defendants have ormay have asserted.

No admission of wrongdoing and liability

Neither the Stipulation nor the Settlement, nor any act performed or document executed pursuant to or in furtherance ofthe Stipulation or the Settlement: (a) is or may be deemed to be an admission of, or evidence of, the validity of any SettledClaim, or of any wrongdoing or liability of the Defendants; or (b) is or may be deemed to be an admission of, or evidenceof, any fault or omission of any of the Defendants in any civil, criminal, or administrative proceeding in any court,administrative agency, or other tribunal.

THIS NOTICE IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, AN EXPRESSION OF ANYOPINION BY THE COURT WITH RESPECT TO THE TRUTH OF THE ALLEGATIONS IN THE CONSOLIDATED

-5-

Page 6: IN THEUNITEDSTATESDISTRICTCOURT …securities.stanford.edu/filings-documents/1017/KO00/200873_r03n_… · The Coca-Cola Company, et al., File No. 1:00-CV-2838-WBH and provided for

ACTION OR THE MERITS OF THE CLAIMS OR DEFENSES ASSERTED. THIS NOTICE IS SOLELY TO ADVISE YOUOF THE PENDENCY OF THE ACTION AND THE PROPOSED SETTLEMENT THEREOF AND OF YOUR RIGHTS INCONNECTION THEREWITH.

THOSE INCLUDED IN THE SETTLEMENT

Settlement Class Members

To determine if you will receive money from this Settlement, you first have to determine if you are a SettlementClass Member.

For purposes of settlement only, the Parties stipulate to the certification of a Settlement Class, subject to the Court'sapproval. "Settlement Class" and "Settlement Class Members" mean any and all persons or entities (and theirbeneficiaries) who purchased or otherwise acquired TCCC common stock from October 21, 1999 through March 6, 2000,inclusive. If you fall within the definition of the Settlement Class set forth above, and do not fall within one of theexceptions outlined below, then you are a Settlement Class Member.

IF YOU DID NOT PURCHASE OR OTHERWISE ACQUIRE TCCC SHARES DURING THE PERIOD FROM OCTOBER21, 1999 THROUGH MARCH 6, 2000, INCLUSIVE, YOU ARE NOT A SETTLEMENT CLASS MEMBER AND CANNOTSUBMIT A VALID PROOF OF CLAIM FORM.

Exceptions to being included as a Settlement Class Member

Excluded from the Settlement Class are the Defendants, any entity in which Defendants have or had a controlling interest,the officers (with a title of Vice President, President, or higher) and directors of TCCC, and the legal affiliates,representatives, heirs, controlling persons, successors, and predecessors-in-interest or assigns of any such excludedperson. Also excluded from the Settlement Class are those persons who timely and validly request exclusion from theSettlement Class.

THE SETTLEMENT BENEFITS - WHAT YOU GET

The Settlement Fund

In exchange for the settlement and dismissal of the Consolidated Action and the releases and covenant not to sue fromthe Settlement Class Members, Defendants have agreed to create a $137,500,000 Settlement Fund to be distributedamong all Settlement Class Members who send in valid Proof of Claim forms, after deduction of Notice and AdministrationCosts; Taxes; attorneys' fees and expenses; and Lead Plaintiffs' expenses incurred in the prosecution of the ConsolidatedAction (the "Net Settlement Fund").

Your share of the Settlement Fund

Your share of the Settlement Fund will depend on the total amount of the Claims in the valid Proof of Claim forms thatSettlement Class Members submit, the number of TCCC shares you bought during the Class Period, the amount you paidfor the shares, when you bought and whether or when you sold them, and the price at which you sold any such shares.

After all Settlement Class Members have sent in their Proof of Claim forms, the payment you receive will be determinedaccording to the Plan of Allocation. The proposed Plan of Allocation is attached to this Notice.

Plaintiffs' Lead Counsel will ask the Court to approve the proposed Plan of Allocation. This plan explains how Plaintiffs'Lead Counsel propose to divide the Net Settlement Fund among the Authorized Claimants. It is not a condition of theSettlement that the proposed Plan of Allocation be approved by the Court, and the Court may approve a different plan.Defendants shall have no responsibility or liability with respect to any plan of allocation that may ultimately be approved bythe Court.

HOW YOU RECEIVE A PAYMENT - SUBMITTING A CLAIM FORM

How you receive a payment

To qualify for a payment, you must send in a timely and valid Proof of Claim form. A Proof of Claim form is included withthis Notice. Read the instructions carefully, fill out the Proof of Claim form, include all the documents requested in theform, sign it, and mail it postmarked no later than November 21, 2008.

When you will receive your payment

The Court has scheduled a Settlement Fairness Hearing to be held on October 20, 2008, at 2:00 p.m., to decide whetherto approve the Settlement, the attorneys' fee and expense application, the Lead Plaintiffs' and Intervenor Plaintiff'sexpense application, and the Plan of Allocation. The Court may reschedule or adjourn the hearing without further notice.

-6-

Page 7: IN THEUNITEDSTATESDISTRICTCOURT …securities.stanford.edu/filings-documents/1017/KO00/200873_r03n_… · The Coca-Cola Company, et al., File No. 1:00-CV-2838-WBH and provided for

If the Court approves the Settlement, there may be appeals. It is always uncertain whether these appeals can beresolved, and resolving them can take time, perhaps several years. Everyone who sends in a claim form will be informedof the determination with respect to their claim. Please be patient.

What you give up as a Settlement Class Member

Upon the "Effective Date" (as defined below), you and all other Settlement Class Members will release all "Settled Claims"(as defined below) against the "Released Parties" (as defined below). You and all other Settlement Class Members willalso covenant not to sue or otherwise assert any claims brought derivatively on behalf of TCCC that concern or relate inany way to the acts, facts, statements, or omissions that were alleged in the Consolidated Action.

"Settled Claims" means any and all demands, claims, rights, causes of action, or liabilities whatsoever, whether based onfederal, state, local, statutory, regulatory, or common law or any other law, rule, or regulation (whether foreign ordomestic), including both known claims and Unknown Claims, accrued claims and not accrued claims, foreseen claimsand unforeseen claims, matured claims and not matured claims, class or individual in nature, that have been or couldhave been asserted in law or in equity in any forum by the Plaintiffs, the Settlement Class Members, or any of themagainst any of the Released Parties that are based on the purchase and/or sale of TCCC common stock and arise out ofor relate in any way to the allegations, transactions, facts, matters or occurrences, representations or omissions involved,set forth, or referred to in this Consolidated Action, including, without limitation, any claims for attorneys' fees, expenses,or both, incurred in relation to any such claims ; provided however, that the Settled Claims do not include (i) any claims toenforce the terms of the Stipulation, or (ii) any claims by TCCC or its present and former directors, officers, andemployees (and any other person or entity who is covered by the relevant insurance policies) against the current or formerinsurers of TCCC and/or such individuals.

"Released Parties" means each of the Defendants; members of the families of M. Douglas Ivester, Jack L. Stahl, JamesE. Chestnut, or Douglas N. Daft; any present or former parent, subsidiary, affiliate, partner, employee, officer, executive,or director of TCCC; the present and former attorneys, advisors, trustees, administrators, fiduciaries, consultants,representatives, accountants and auditors, insurers, or agents of each of the Defendants; and the predecessors, estates,heirs, executors, trusts, trustees, administrators, successors, or assigns of each of the Defendants.

"Effective Date" means the date when (1) the Court has approved the Settlement following notice to the Settlement Classand a hearing, as prescribed by Rule 23 of the Federal Rules of Civil Procedure; and (2) the Court has entered the Orderand Final Judgment or Alternative Judgment approving the Settlement, and that Order and Final Judgment or AlternativeJudgment has become a Final Order no longer subject to appeal or challenge of any kind.

EXCLUDING YOURSELF FROM THE SETTLEMENT

If you do not want to receive a payment from this Settlement, but you want to keep any right you may have to sue orcontinue to sue Defendants and the other Released Parties on your own concerning the Settled Claims, then you musttake steps to remove yourself from the Settlement Class. This is called excluding yourself and is sometimes also referredto as "opting out" of the Settlement Class.

How to exclude yourself from the proposed Settlement

To exclude yourself from the Settlement Class, you must send a signed letter by first class mail stating that you "requestexclusion from the Settlement Class in Carpenters Health & Welfare Fund, et al. v. The Coca-Cola Company, et al., FileNo. 1:00-CV-2838-WBH." Your letter should state that you purchased or acquired TCCC common stock during theSettlement Class Period and the date(s), price(s), and number(s) of shares of TCCC common stock you purchased and/orsold during the Settlement Class Period. In addition, be sure to include your name, address, telephone number, andyour signature.

You must mail your exclusion request postmarked no later than September 22, 2008 to

Coca-Cola Securities LitigationEXCLUSIONS

Claims Administratorc/o Gilardi & Co. LLC

P.O. Box 808003Petaluma, CA 94975-8003

-7-

Page 8: IN THEUNITEDSTATESDISTRICTCOURT …securities.stanford.edu/filings-documents/1017/KO00/200873_r03n_… · The Coca-Cola Company, et al., File No. 1:00-CV-2838-WBH and provided for

You cannot exclude yourself by telephone or by e-mail. If you ask to be excluded, you will not receive any Settlementpayment, and you cannot object to the Settlement. You will not be legally bound by anything that happens in this lawsuit,and you may be able to sue Defendants and the other Released Parties in the future. Nothing in this Notice should betaken to suggest that you have grounds for any lawsuit against Defendants or any other Released Party.

Unless you exclude yourself, you give up any rights to sue Defendants and the other Released Parties for any and allSettled Claims, and you covenant not to sue or otherwise assert any claims brought derivatively on behalf of TCCC thatconcern or relate in any way to the acts, facts, statements, or omissions that were alleged in the Consolidated Action. Ifyou have a pending lawsuit, speak to your lawyer in that case immediately. You must exclude yourself from this classaction to continue your own lawsuit. Remember, the exclusion deadline is September 22, 2008.

If you exclude yourself, you do not have any right to any payment from the Settlement Fund, and you should not send in aProof of Claim form to request any payment from the Settlement Fund.

THE LAWYERS REPRESENTING YOU

Your lawyers in this case

The Court appointed the law firms of Chitwood Harley Harries LLP and Coughlin Stoia Geller Rudman & Robbins LLP asPlaintiffs' Lead Counsel representing all Settlement Class Members. You will not be separately charged for theselawyers' services. If you want to be represented by your own lawyer, you may hire one at your own expense.

How the lawyers will be paid

Pursuant to agreements with the Lead Plaintiffs, Plaintiffs' Lead Counsel are moving the Court for an award of attorneys'fees to be paid from the Settlement Fund of 26.04% of the Settlement Fund plus expenses not to exceed $7.75 million,plus the interest earned thereon. Lead Plaintiffs and Intervenor Plaintiff may also move the Court to reimburse them fortheir reasonable expenses incurred in the prosecution of the Consolidated Action, not to exceed $5,000 each.

OBJECTING TO THE SETTLEMENT

You can tell the Court that you do not agree with the Settlement or some part of it, including the Plan of Allocation, and/orcounsel's application for an award of attorneys' fees and expenses and the Lead Plaintiffs' and/or IntervenorPlaintiff's expenses.

How to tell the Court that you do not like the proposed Settlement

If you are a Settlement Class Member, you can object to the proposed Settlement. You can give reasons why you thinkthe Court should not approve any or all of the Settlement terms or arrangements. To present your views to the Court, youmust submit a proper objection by September 22, 2008 according to the following procedures.

To object, you must send a signed letter saying that you object to the proposed Settlement in Carpenters Health &Welfare Fund, et al. v. The Coca-Cola Company, et al., File No. 1:00-CV-2838-WBH. You must include your name,address, telephone number, and your signature, state that you purchased or otherwise acquired TCCC shares during theSettlement Class Period, identify the date(s), price(s), and number(s) of shares purchased and/or sold during theSettlement Class Period and state the reasons why you object to the proposed Settlement or any part of it. Your objectionmust be filed with the Court on or before September 22, 2008 at the following address:

Clerk of the CourtUnited States District Court for the Northern District of GeorgiaAtlanta Division2211 Richard B. Russell Federal Building and United States Courthouse75 Spring Street, S.W.Atlanta, GA 30303

-8-

Page 9: IN THEUNITEDSTATESDISTRICTCOURT …securities.stanford.edu/filings-documents/1017/KO00/200873_r03n_… · The Coca-Cola Company, et al., File No. 1:00-CV-2838-WBH and provided for

and send a copy of your letter to all counsel listed below so that it is received by September 22, 2008:

On behalf of Plaintiffs:

COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP CHITWOOD HARLEY HARNES LLPKeith F. ParkScott H. Saham655 West Broadway , Suite 1900San Diego , CA 92101

Martin D. ChitwoodKrissi T. Gore2300 Promenade II1230 Peachtree Street, N.E.Atlanta, GA 30309

On behalf of Defendants:

KING & SPALDING LLPM. Robert ThorntonDan S. McDevitt1180 Peachtree Street, NE.Atlanta, GA 30309

You may file an objection without having to appear at the Settlement Fairness Hearing. If you wish to speak at theSettlement Fairness Hearing, you must indicate this in your written objection. Settlement Class Members who approve ofthe proposed Settlement do not need to appear at the Settlement Fairness Hearing to indicate their approval, althoughthey must file a Proof of Claim form to participate in the Settlement.

ANY SETTLEMENT CLASS MEMBER WHO DOES NOT OBJECT IN THE MANNER DESCRIBED IN THIS NOTICEWILL BE DEEMED TO HAVE WAIVED ANY OBJECTION, WILL BE BOUND BY THE RELEASES AND COVENANTS,AND SHALL BE FOREVER FORECLOSED FROM MAKING ANY OBJECTION TO THE PROPOSED SETTLEMENT.

The difference between objecting and excluding yourself from the Settlement Class

Objecting is simply telling the Court that you do not like something about the Settlement. If you object, you can still file aProof of Claim and may receive a payment. If you exclude yourself from the Settlement Class by September 22, 2008,you cannot object and you cannot file a Proof of Claim or receive any portion of the Net Settlement Fund.

EFFECT OF APPROVAL OF THE PROPOSED SETTLEMENT AND RELEASE

If the Court approves the proposed Settlement, it will enter an order that will, among other things:

(a) approve the Settlement as fair, reasonable, adequate, and in the best interests of the Settlement Class; and

(b) dismiss with prejudice, and release and discharge any and all Settled Claims against Defendants and the otherReleased Parties.

Upon the Effective Date, Plaintiffs and all Settlement Class Members on behalf of themselves, their heirs, executors,administrators, successors, and assigns, shall, with respect to each and every Settled Claim, release and foreverdischarge, and shall forever be enjoined from prosecuting, any Settled Claims against any of the Released Parties,whether or not such Plaintiffs and Settlement Class Members execute and deliver the Proof of Claim form.

Upon the Effective Date of this Settlement, each of the Defendants shall release and forever discharge and shall foreverbe enjoined from prosecuting any and all Settled Defendants' Claims.

Upon the Effective Date of this Settlement, each of the Plaintiffs and Settlement Class Members shall covenant not to sueor otherwise assert any claims brought derivatively on behalf of TCCC that concern or relate in any way to the acts, facts,statements, or omissions that were alleged in the Consolidated Action.

The Court will retain jurisdiction over all matters relating to the administration and consummation of the Settlement, thePlan of Allocation, Plaintiffs' Counsel's application for an award of attorneys' fees and expenses, and Lead Plaintiffs' andIntervenor Plaintiff's application for the reimbursement of expenses incurred in the prosecution of the Consolidated Action.

TERMINATION OF PROPOSED SETTLEMENT

If there is no final Court approval of the proposed Settlement in this case, or if the Plaintiffs or Defendants terminate theSettlement in accordance with the Stipulation, or if the Settlement is not consummated for any other reason, theStipulation will become null and void, and the parties will resume their former positions in the Consolidated Action.

-9-

Page 10: IN THEUNITEDSTATESDISTRICTCOURT …securities.stanford.edu/filings-documents/1017/KO00/200873_r03n_… · The Coca-Cola Company, et al., File No. 1:00-CV-2838-WBH and provided for

NOTICE TO BANKS , BROKERS AND OTHER NOMINEES

If you, as nominee, purchased TCCC common stock during the Settlement Class Period on behalf of any beneficialowner, you have been directed by Order of the Court dated July 3, 2008 immediately to contact the Claims Administratorat the following address:

Coca-Cola Securities LitigationClaims Administratorc/o Gilardi & Co. LLC

P.O. Box 808003Petaluma, CA 94975-8003

and, within 10 days after receipt from the Claims Administrator of copies of the Notice and Proof of Claim, either (a) mailsuch copies to the beneficial owners of the securities who purchased TCCC common stock during the Settlement ClassPeriod, providing written confirmation, in affidavit form, to the Claims Administrator and Plaintiffs' Lead Counsel of suchmailing, or (b) provide the Claims Administrator with the names and addresses of such beneficial owners who purchasedTCCC common stock during the Settlement Class Period, in which case the Claims Administrator will then send copies ofthe Notice and Proof of Claim to each such person.

ONLY TCCC SHAREHOLDERS WHO PURCHASED OR OTHERWISE ACQUIRED TCCC COMMON STOCK DURINGTHE PERIOD FROM OCTOBER 21, 1999 THROUGH MARCH 6, 2000 , INCLUSIVE, ARE SETTLEMENT CLASSMEMBERS AND CAN SUBMIT A VALID PROOF OF CLAIM. Therefore, you are not required to take either of theforegoing steps for beneficial owners who did not purchase shares of TCCC common stock during the above period.

The Claims Administrator will provide nominees with additional copies of the Notice and Proof of Claim upon the requestof such nominees. The Claims Administrator will also offer reimbursement to nominees for the reasonable administrativecosts of searching their records to find the names and addresses of the beneficial owners who purchased TCCC commonstock during the Settlement Class Period and for mailing the Notices to them.

HOW TO GET MORE INFORMATION

For a more detailed statement of the matters involved in this Consolidated Action, you are referred to the papers on file inthis Consolidated Action, including the Stipulation, which may be inspected during regular business hours at the Office ofthe Clerk of the United States District Court for the Northern District of Georgia, Atlanta Division, 2211 Richard B. RussellFederal Building and United States Courthouse, 75 Spring Street, S.W., Atlanta, GA 30303. Certain of the papers mayalso be viewed or downloaded from the internet at www.gilardi.com.

PLEASE DO NOT CALL OR WRITE THE COURT DIRECTLY. IF YOU HAVE ANY QUESTIONS, PLEASE WRITE TOTHE CLAIMS ADMINISTRATOR AT THE FOLLOWING ADDRESS:

Coca-Cola Securities LitigationClaims Administratorc/o Gilardi & Co. LLC

P.O. Box 808003Petaluma, CA 94975-8003

classacta-gilardi.com or www.gilardi.com

YOU MAY ALSO WRITE TO THE FOLLOWING COUNSEL REPRESENTING PLAINTIFFS AND THE SETTLEMENT CLASS:

COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLPScott H. Saham655 West Broadway , Suite 1900San Diego , CA 92101

Dated: July 3, 2008BY ORDER OF THE UNITED STATES DISTRICT COURT FOR THENORTHERN DISTRICT OF GEORGIA

CHITWOOD HARLEY HARNES LLPMartin D. ChitwoodKrissi T. Gore2300 Promenade II1230 Peachtree Street, N.E.Atlanta, GA 30309

-10-

Page 11: IN THEUNITEDSTATESDISTRICTCOURT …securities.stanford.edu/filings-documents/1017/KO00/200873_r03n_… · The Coca-Cola Company, et al., File No. 1:00-CV-2838-WBH and provided for

PLAN OF ALLOCATION OF SETTLEMENT PROCEEDS AMONGSETTLEMENT CLASS MEMBERS

The Net Settlement Fund will be distributed to Settlement Class Members who submit valid, timely Proof of Claimforms ("Authorized Claimants") under the Plan of Allocation (the "Plan") described below. The Plan provides thatAuthorized Claimants will be eligible to participate in the distribution of the Net Settlement Fund only if AuthorizedClaimants purchased or otherwise acquired TCCC common stock during the Settlement Class Period ("Class Period").

For purposes of determining the amount an Authorized Claimant may recover under the Plan, Plaintiffs' LeadCounsel conferred with their damage consultants and the Plan reflects an assessment of the damages that they believecould have been recovered by Settlement Class Members had Lead Plaintiffs prevailed at trial.

In the unlikely event there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receivean amount equal to the Claimant's "Claim," as defined below. If, however, (and as is more likely) the amount in the NetSettlement Fund is not sufficient to permit payment of the total Claim of each Authorized Claimant, then each AuthorizedClaimant shall be paid the percentage of the Net Settlement Fund that each Authorized Claimant's Claim bears to the totalof the Claims of all Authorized Claimants. Payment in this manner shall be deemed conclusive against allAuthorized Claimants.

A Claim will be calculated as follows:

Common Stock Purchasers

Under the Plan, Authorized Claimants are entitled to recover the loss suffered on account of Defendants' allegedmisrepresentations and omissions alleged in the Consolidated Action. A Claimant who purchased or otherwise acquiredTCCC common stock has a Claim if he, she or it satisfies the following criteria:

1. The Claimant purchased or otherwise acquired TCCC common stock between October 21, 1999 andMarch 6, 2000, inclusive, and sold after December 5, 1999.

2. The Claimant suffered an investment loss.

a. If the Claimant sold shares between December 6, 1999 and April 6, 2000, the per share investmentloss is equal to the price at which the Claimant purchased or acquired shares of TCCC commonstock less the price at which the Claimant sold shares of TCCC common stock. On any sharespurchased or acquired at a price less than the sales price, the Claimant did not suffer an investment loss.The total investment loss equals the per share investment loss multiplied by the number of shares.

b. If the Claimant held shares after April 6, 2000, the per share investment loss is equal to the price atwhich the Claimant purchased or acquired shares of TCCC common stock less $51.52. On anyshares purchased or acquired at a price less than $51.52, the Claimant did not suffer an investment loss.The total investment loss equals the per share investment loss multiplied by the number of shares.

c. The prices utilized in determining a Claimant's investment loss will be exclusive of any sales chargesor commissions.

3. The Claimant suffered an economic loss. Economic loss is calculated as the reduction in artificial inflation inTCCC common stock as a result of the corrective disclosures regarding Defendants' alleged misrepresentationsand omissions . Figure 1 below shows the per share economic loss for Claimants who purchased or acquiredshares of TCCC common stock during the Class Period. In order to determine economic loss, Claimants mustidentify the proper point in the matrix that corresponds to the dates on which they purchased or acquired and soldshares of TCCC common stock.

-11-

Page 12: IN THEUNITEDSTATESDISTRICTCOURT …securities.stanford.edu/filings-documents/1017/KO00/200873_r03n_… · The Coca-Cola Company, et al., File No. 1:00-CV-2838-WBH and provided for

Figure 1 : Economic Loss Per Share

Sale Date

12/7/99- 12/9/99- 1/11/00- 1/27/00- 4/6/00 and

Purchase Date 12/6/99 12/8/99 1/10/00 1/25/00 1/26/00 4/3/00 4/4/00 4/5/00 After*

10/21/99 - 11/21/99 $ - $ 2.82 $ 0.16 $ - $ 0.93 $ 3.82 $ 0.76 $ 5.39 $ 7.25

11/22/99 - 12/5/99 3.82 7.36 4.70 2.61 5.47 8.36 5.30 9.93 11.79

12/6/99 3.54 0.88 - 1.65 4.54 1.48 6.11 7.97

12/7/99 - 12/8/99 - - - 1.00 - 2.57 4.43

12/9/99 - 1/10/00 - 0.77 3.66 0.60 5.23 7.09

1/11/00 - 1/25/00 2.86 5.75 2.69 7.32 9.18

1/26/00 2.89 - 4.46 6.32

1/27/00 - 3/6/00 - 1.57 3.43

*Also applies to shares purchased during the Class Period and never sold.

The date of purchase or sale is the "contract" or "trade" date as distinguished from the "settlement" date.

For Settlement Class Members who held TCCC common stock at the beginning of the Class Period or mademultiple purchases or other acquisitions or sales during the Class Period, the first-in, first-out ("FIFO") method will beapplied to such holdings, purchases, and sales for purposes of calculating a claim. Under the FIFO method, sales ofshares during the Class Period will be matched, in chronological order, first against shares held at the beginning of theClass Period. The remaining sales of shares during the Class Period will then be matched, in chronological order, againstshares purchased during the Class Period.

A Settlement Class Member will be eligible to receive a distribution from the Net Settlement Fund only if aSettlement Class Member had a net loss, after all profits from transactions in TCCC common stock during the ClassPeriod are subtracted from all losses. However, the proceeds from sales of securities which have been matched againstsecurities held at the beginning of the Class Period will not be used in the calculation of such net loss. No distributionswill be made to Authorized Claimants who would otherwise receive a distribution of less than $10.00.

The Court has reserved jurisdiction to allow, disallow, or adjust the claim of any Settlement Class Member onequitable grounds.

Payment pursuant to the Plan set forth above shall be conclusive against all Authorized Claimants. No personshall have any claim against Lead Plaintiffs, Plaintiffs' Lead Counsel, any claims administrator, or other person designatedby Plaintiffs' Lead Counsel, based on distributions made substantially in accordance with the Stipulation and theSettlement contained therein, the Plan, or further orders of the Court. No person shall have any claim against Defendantsor Defendants' counsel regarding distributions for any reason. All Settlement Class Members who fail to complete and filea valid and timely Proof of Claim form shall be barred from participating in distributions from the Net Settlement Fund(unless otherwise ordered by the Court), but otherwise shall be bound by all of the terms of the Stipulation, including theterms of any judgment entered and the releases given.

-12-


Recommended