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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 3)
KEURIG GREEN MOUNTAIN, INC.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
49271M100
(CUSIP Number)
Bernhard Goepelt
Senior Vice President, General Counsel and Chief Legal Counsel
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404) 676-2121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of filing persons)
Copy to:
Martha E. McGarry, Esq.
Thomas W. Greenberg, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
December 6, 2015
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
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CUSIP No. 49271M100 | |||||
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Name of Reporting Persons | |||
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Percent of Class Represented by Amount in Row (11) | |||
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CUSIP No. 49271M100 | |||||
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Source of Funds | |||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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Citizenship or Place of Organization | |||
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Sole Dispositive Power | ||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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Percent of Class Represented by Amount in Row (11) | |||
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PREAMBLE
This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Schedule 13D filed by Atlantic Industries, a corporation organized and existing under the laws of the Cayman Islands (“Atlantic”) and indirect wholly owned subsidiary of The Coca-Cola Company (“TCCC”, and together with Atlantic the “Reporting Persons”), with the Securities and Exchange Commission on March 10, 2014, as amended on May 12, 2014 and as amended further on February 13, 2015 (the “Statement”), relating to shares of common stock, $0.10 par value per share (“Common Stock”), of Keurig Green Mountain, Inc. (the “Issuer”). This Amendment No. 3 is being filed jointly by the Reporting Persons.
Unless otherwise indicated, all capitalized items herein but not defined herein shall have the same meanings as set forth in the Statement.
Items 2, 4 and 5 of the Statement are hereby amended and supplemented as follows:
Item 2. Identity and Background
Certain information with respect to the directors and executive officers of the Reporting Persons is set forth in Schedule A attached hereto, including each director and executive officer’s business address, present principal occupation or employment, and citizenship and other information.
Item 4. Purpose of the Transaction
On December 6, 2015, the Issuer, Acorn Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (“Parent”), Maple Holdings Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser Sub”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands, entered into an Agreement and Plan of Merger (the “Merger Agreement”), which provides for the merger of Purchaser Sub with and into the Company (the “Merger”). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, all outstanding shares of Common Stock (subject to certain exceptions set forth in the Merger Agreement) will be entitled to receive $92 per share in cash. As a result, the Stockholder currently expects that it will receive cash for its shares of Common Stock in the Merger and that it will cease to hold an equity interest in the Company after the effective time of the Merger. TCCC has informed Parent and the Issuer that it is fully supportive of the Merger.
Item 5. Interest in Securities of the Issuer
(a)-(b) As of the date hereof, the Reporting Persons beneficially own an aggregate of 25,868,016 shares of Common Stock, all of which are held by Atlantic. As ultimate parent company of Atlantic, TCCC may be deemed to share with Atlantic voting power and dispositive power with respect to the shares of Common Stock held by Atlantic. The aggregate number of shares of Common Stock that are beneficially owned by the Reporting Persons represents approximately 17.4% of the shares of Common Stock currently issued and outstanding (based on the 148,926,020 shares of Common Stock that were issued and outstanding as of November 13, 2015, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 19, 2015). To the best of the Reporting Persons’ knowledge, none of the persons named in Schedule A beneficially owns any Common Stock.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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THE COCA-COLA COMPANY | ||
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Dated: December 7, 2015 |
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/s/ Kathy N. Waller | |
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Name: |
Kathy N. Waller |
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Title: |
Executive Vice President and Chief Financial Officer |
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ATLANTIC INDUSTRIES | ||
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Dated: December 7, 2015 |
By: |
/s/ Kathy N. Waller | |
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Name: |
Kathy N. Waller |
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Title: |
President and Chief Financial Officer |
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY AND ATLANTIC INDUSTRIES
Set forth below is the name, business address and present occupation or employment of each director and executive officer of The Coca-Cola Company (“TCCC”) and Atlantic Industries (“Atlantic”). Except as indicated below, each such person is a citizen of the United States. None of the directors or executive officers named below beneficially owns any Common Stock of Keurig Green Mountain, Inc. Directors of TCCC or Atlantic who are also executive officers of TCCC or Atlantic are indicated by an asterisk. Except as indicated below, the business address of each executive officer of TCCC or Atlantic is One Coca-Cola Plaza, Atlanta, Georgia 30313.
DIRECTORS OF THE COCA-COLA COMPANY
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PRINCIPAL OCCUPATION |
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ADDRESS |
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Muhtar Kent* |
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Chairman of the Board of Directors, President and Chief Executive Officer of The Coca-Cola Company |
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Herbert A. Allen |
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President, Chief Executive Officer and a Director of Allen & Company Incorporated, a privately held investment firm |
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Allen & Company Incorporated 711 Fifth Avenue New York, NY 10022 |
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Ronald W. Allen |
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Chairman of the Board of Directors, President and Chief Executive Officer of Aaron’s, Inc. |
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Aaron’s, Inc. 309 East Paces Ferry Road Suite 1100 Atlanta, GA 30305 |
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Marc Bolland |
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Chief Executive Officer and Director, Marks & Spencer Group plc; an international multi-channel retailer |
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Marks & Spencer Group plc Waterside House 35 North Wharf Road London |
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Ana Botín |
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Chief Executive Officer of Santander UK plc, a leading financial services provider in the United Kingdom and subsidiary of Banco Santander S.A. |
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Santander UK plc 2 Triton Square Regent’s Place London NW1 3AN United Kingdom |
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Howard G. Buffett |
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President of Buffett Farms and President of the Howard G. Buffett Foundation, a private foundation supporting humanitarian initiatives focused on food and water security, conservation and conflict management |
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Howard G. Buffett Foundation 145 North Merchant Street Decatur, IL 62523 |
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Richard M. Daley |
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Executive Chairman of Tur Partners LLC, an investment and advisory firm focused on sustainable solutions within the urban environment |
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Tur Partners LLC 900 N. Michigan Avenue Suite 1720 Chicago, IL 60611 |
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Barry Diller |
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Chairman of the Board of Directors and Senior Executive of IAC/InterActiveCorp, a leading media and internet company |
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IAC/InterActiveCorp 555 West 18th Street New York, New York 10011 |
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Helene D. Gayle |
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Chairman and Chief Executive Officer of ACE Limited, the parent company of the ACE Group of Companies, a global insurance and reinsurance company |
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CARE USA 151 Ellis Street, NE Atlanta, GA 30303 |
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Evan G. Greenberg |
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Chairman and Chief Executive Officer of ACE Limited, the parent company of the ACE Group of Companies, a global insurance and reinsurance company |
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ACE Group 1133 Avenue of the Americas 45th Floor New York, NY 10036 |
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Alexis M. Herman |
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Chair and Chief Executive Officer of New Ventures, LLC, a corporate consulting company |
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New Ventures, Inc. 633 Pennsylvania Avenue NW 3rd Floor Washington, D.C. 20004 |
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Robert A. Kotick |
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President, Chief Executive Officer and a Director of Activision Blizzard, Inc. an interactive entertainment software company |
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Activision Blizzard, Inc. 3100 Ocean Park Boulevard Santa Monica, CA 90405 |
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Maria Elena Lagomasino |
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Chief Executive Officer and Managing Partner of WE Family Offices, a multi-family office serving global ultra high net worth families |
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WE Family Offices 701 Brickell Avenue Suite 200 Miami, FL 33131 |
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Sam Nunn |
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Co-Chairman and Chief Executive Officer of the Nuclear Threat Initiative, a nonprofit organization working to reduce the global threats from nuclear, biological and chemical warfare |
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The Sam Nunn School of International Affairs Georgia Institute of Technology 781 Marietta Street, NW Atlanta, Georgia 30318 |
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David B. Weinberg |
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Chairman of the Board and Chief Executive Officer of Judd Enterprises, Inc., a private investment management office with diverse interests in a variety of asset classes. |
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Judd Enterprises, Inc. 401 N. Michigan Ave #3050 Chicago, IL 60611 |
EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY
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Muhtar Kent |
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Chairman of the Board of Directors, President and Chief Executive Officer of The Coca-Cola Company |
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James Quincey |
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President and Chief Operating Officer of The Coca-Cola Company |
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Ahmet C. Bozer |
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Executive Vice President of The Coca-Cola Company |
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Alexander B. Cummings, Jr. |
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Executive Vice President and Chief Administrative Officer of The Coca-Cola Company |
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Marcos de Quinto |
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Executive Vice President and Chief Marketing Officer of the Coca- Cola Company |
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J. Alexander M. Douglas, Jr. |
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Senior Vice President and Global Chief Customer Officer of The Coca-Cola Company and President of Coca-Cola North America |
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Ceree Eberly |
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Senior Vice President and Chief People Officer of The Coca-Cola Company |
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Irial Finan |
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Executive Vice President of The Coca-Cola Company and President, Bottling Investments and Supply Chain |
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Bernhard Goepelt |
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Senior Vice President, General Counsel and Chief Legal Counsel of The Coca-Cola Company |
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Julie Hamilton |
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Vice President and Chief Customer and Commercial Leadership Officer of The Coca-Cola Company. |
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Brent Hastie |
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Vice President of The Coca-Cola Company |
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Ed Hays, PhD |
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Senior Vice President of The Coca-Cola Company |
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Nathan Kalumbu |
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President of the Eurasia and Africa Group of The Coca-Cola Company |
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Brian Smith |
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President of the Latin America Group of The Coca-Cola Company |
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Atul Singh |
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Group President, Asia, Part of the Asia Pacific Group of The Coca-Cola Company |
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Clyde C. Tuggle |
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Senior Vice President and Chief Public Affairs and Communications Officer of The Coca-Cola Company |
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Kathy N. Waller |
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Executive Vice President and Chief Financial Officer of The Coca-Cola Company |
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DIRECTORS OF ATLANTIC INDUSTRIES
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ADDRESS |
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Robert J. Jordan, Jr. |
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Vice President and General Tax Counsel of The Coca-Cola Company and Vice President and General Tax Counsel of Atlantic Industries |
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Christopher P. Nolan |
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Treasurer of The Coca-Cola Company and Vice President and Treasurer of Atlantic Industries |
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Larry M. Mark |
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Vice President and Controller of The Coca-Cola Company and Vice President and Controller of Atlantic Industries |
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EXECUTIVE OFFICERS OF ATLANTIC INDUSTRIES
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PRINCIPAL OCCUPATION |
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ADDRESS |
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Kathy N. Waller |
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Executive Vice President and Chief Financial Officer of The Coca-Cola Company and President and Chief Financial Officer of Atlantic Industries |
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Bernhard Goepelt |
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Senior Vice President, General Counsel and Chief Legal Counsel of The Coca-Cola Company and Vice President and General Counsel of Atlantic Industries |
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Robert J. Jordan, Jr. |
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Vice President and General Tax Counsel of The Coca-Cola Company and Vice President and General Tax Counsel of Atlantic Industries |
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Christopher P. Nolan |
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Vice President and Treasurer of The Coca-Cola Company and Vice President and Treasurer of Atlantic Industries |
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Larry M. Mark |
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Vice President and Controller of The Coca-Cola Company and Vice President and Controller of Atlantic Industries |
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Stephen A. Kremer |
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Vice President of The Coca-Cola Company and Vice President of Atlantic Industries |
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