UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 43)*
Coca-Cola Bottling Co. Consolidated
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title and Class of Securities)
191098102
(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)
February 6, 2017
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(continued on following pages)
SCHEDULE 13D/A
CUSIP No. - 191098102
| 1 | NAME OF REPORTING PERSON | ||
| THE COCA-COLA COMPANY | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ☐ | |
| (b) ☒ | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS* | ||
| OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| State of Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
SOLE VOTING POWER 0 | |
| 8 |
SHARED VOTING POWER 2,482,165 | ||
| 9 |
SOLE DISPOSITIVE POWER 0 | ||
| 10 |
SHARED DISPOSITIVE POWER 2,482,165 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,482,165 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES | ☐ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 34.76% | ||
| 14 |
TYPE OF REPORTING PERSON* CO | ||
*SEE INSTRUCTIONS BEFORE FILLING OUT
| 2 |
SCHEDULE 13D/A
CUSIP No. - 191098102
| 1 | NAME OF REPORTING PERSON | ||
| THE COCA-COLA TRADING COMPANY LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ☐ | |
| (b) ☒ | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS* | ||
| OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| State of Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
SOLE VOTING POWER 0 | |
| 8 |
SHARED VOTING POWER 2,482,165 | ||
| 9 |
SOLE DISPOSITIVE POWER 0 | ||
| 10 |
SHARED DISPOSITIVE POWER 2,482,165 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,482,165 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES | ☐ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 34.76% | ||
| 14 |
TYPE OF REPORTING PERSON* OO | ||
*SEE INSTRUCTIONS BEFORE FILLING OUT
| 3 |
SCHEDULE 13D/A
CUSIP No. - 191098102
| 1 | NAME OF REPORTING PERSON | ||
| COCA-COLA OASIS LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ☐ | |
| (b) ☒ | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS* | ||
| OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| State of Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
SOLE VOTING POWER 0 | |
| 8 |
SHARED VOTING POWER 2,482,165 | ||
| 9 |
SOLE DISPOSITIVE POWER 0 | ||
| 10 |
SHARED DISPOSITIVE POWER 2,482,165 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,482,165 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES | ☐ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 34.76% | ||
| 14 |
TYPE OF REPORTING PERSON* OO | ||
*SEE INSTRUCTIONS BEFORE FILLING OUT
| 4 |
SCHEDULE 13D/A
CUSIP No. - 191098102
| 1 | NAME OF REPORTING PERSON | ||
| CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ☐ | |
| (b) ☒ | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS* | ||
| OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| State of Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
SOLE VOTING POWER 0 | |
| 8 |
SHARED VOTING POWER 2,482,165 | ||
| 9 |
SOLE DISPOSITIVE POWER 0 | ||
| 10 |
SHARED DISPOSITIVE POWER 2,482,165 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,482,165 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES | ☐ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 34.76% | ||
| 14 |
TYPE OF REPORTING PERSON* CO | ||
*SEE INSTRUCTIONS BEFORE FILLING OUT
| 5 |
This Amendment No. 43 amends and supplements the original Schedule 13D filed on May 18, 1987 by The Coca-Cola Company, as amended by Amendments 1 through 42 (the “Schedule 13D”). Terms used herein and not otherwise defined shall have the meanings given such terms in the Schedule 13D.
Item 4. Purpose of the Transaction
Item 4 is hereby amended and supplemented as follows:
On February 6, 2017, The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated (“Coke Consolidated”) entered into a non-binding letter of intent (the “February 2017 LOI”) pursuant to which Coca-Cola Refreshments USA, Inc. (“CCR”), a wholly-owned subsidiary of The Coca-Cola Company, would grant Coke Consolidated certain exclusive rights for the distribution, promotion, marketing and sale of beverage products owned and licensed by The Coca-Cola Company in territory in and around Cleveland, Ohio (the “Cleveland Territory”) currently served by another unaffiliated Coca-Cola bottler (the “Cleveland Transaction”). The February 2017 LOI contemplates that CCR would acquire this distribution business in the Cleveland Territory from the existing Coca-Cola bottler immediately prior to selling it to Coke Consolidated. Pursuant to the February 2017 LOI, Coke Consolidated and The Coca-Cola Company also amended their non-binding letter of intent dated February 8, 2016, as described in Coke Consolidated’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 10, 2016 and filed as Exhibit 99.2 thereto, to remove the portion of the distribution territory located in northern West Virginia served by CCR’s distribution facilities in Wheeling and Fairmont, West Virginia from the distribution territory expansion transaction contemplated by such letter of intent and agreed that CCR will sell the distribution rights and assets associated with such territory to another unaffiliated Coca-Cola bottler.
The exclusive rights for the distribution, promotion, marketing and sale of The Coca-Cola Company-owned and -licensed beverage products in the Cleveland Territory would be granted to Coke Consolidated by CCR pursuant to a final comprehensive beverage agreement (the “Final CBA”), which agreement is described in Coke Consolidated’s Current Report on Form 8-K filed with the SEC on September 28, 2015 (the “September 2015 Form 8-K”). A form of the Final CBA was filed as Exhibit 1.1 to the territory conversion agreement filed as Exhibit 10.1 to the September 2015 Form 8-K.
The February 2017 LOI also contemplates that CCR would sell, transfer and assign to Coke Consolidated exclusive rights for the distribution, promotion, marketing and sale in the Cleveland Territory of various cross-licensed brands to be acquired by CCR at the time it acquires the Cleveland Territory, subject to the consent of the third-party brand owners. CCR would also sell to Coke Consolidated certain of CCR’s distribution assets and the working capital associated therewith, as may be necessary to distribute, promote, market and sell both The Coca-Cola Company-owned and -licensed products and the cross-licensed branded products in the Cleveland Territory. Coke Consolidated would pay to CCR at the closing for the Cleveland Territory a cash amount that reflects the agreed value of the exclusive rights to distribute, promote, market and sell in the Cleveland Territory the cross-licensed brands (and the distribution assets and working capital applicable thereto) and the net book value of the distribution assets and working capital associated with the distribution, promotion, marketing and sale of The Coca-Cola Company-owned and -licensed products in the Cleveland Territory. Coke Consolidated would also agree in the Final CBA entered into at the closing of the Cleveland Transaction to make periodic sub-bottling payments to CCR on a continuing basis after such closing for the grant of exclusive rights in the Cleveland Territory for The Coca-Cola Company-owned and -licensed beverage products.
The February 2017 LOI addresses several other matters related to the ongoing expansion of the Coke Consolidated’s distribution territories and the implementation of the national product supply system, including the current intentions of Coke Consolidated and The Coca-Cola Company with respect to (i) the implementation of a binding system governance in the Cleveland Territory consistent with Coke Consolidated’s implementation of such governance in its existing distribution territories for Coca-Cola products, and (ii) the process pursuant to which Coke Consolidated would be provided opportunities to participate economically in the existing business of The Coca-Cola Company in the United States involving non-direct store delivery of products and future non-direct store delivery of products and/or business models developed by The Coca-Cola Company.
| 6 |
The Cleveland Transaction will be subject to the terms of a definitive purchase agreement. In addition to the negotiation and execution of the definitive agreement, the February 2017 LOI sets forth certain customary conditions to the closing of the Cleveland Transaction, as well as a number of other conditions that Coke Consolidated and The Coca-Cola Company currently intend to be satisfied prior to such closing and/or to be addressed in the definitive agreement, including CCR’s acquisition, at or immediately prior to the closing of the Cleveland Transaction, of the distribution business in the Cleveland Territory currently operated by another unaffiliated Coca-Cola bottler.
The foregoing description of the February 2017 LOI is only a summary and is qualified in its entirety by reference to the full text of such agreement and all exhibits thereto, which is filed as Exhibit 99.2 to this Amendment No. 43 to the Schedule 13D and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
As of the date of this report, each Reporting Person may be deemed to have beneficial ownership (within the meaning of Rule 13d-3 under the Act) and shared power to vote or direct the vote of the amounts of Common Stock, par value $1.00, of Coke Consolidated (the “Common Stock”) listed below and may be deemed to constitute a “group” under Section 13(d) of the Act.
Number of shares of Common Stock as to which The Coca-Cola Company has:
| (i) | sole power to vote or direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 2,482,165 |
| (iii) | the sole power to dispose of or to direct the disposition of: 0 |
| (iv) | shared power to dispose of or to direct the disposition of: 2,482,165 |
Number of shares of Common Stock as to which The Coca-Cola Trading Company LLC has:
| (i) | sole power to vote or direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 2,482,165 |
| (iii) | sole power to dispose of or to direct the disposition of: 0 |
| (iv) | shared power to dispose of or to direct the disposition of: 2,482,165 |
Number of shares of Common Stock as to which Coca-Cola Oasis LLC has:
| (i) | sole power to vote or direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 2,482,165 |
| (iii) | sole power to dispose of or to direct the disposition of: 0 |
| (iv) | shared power to dispose of or to direct the disposition of: 2,482,165 |
| 7 |
Number of shares as to which Carolina Coca-Cola Bottling Investments, Inc. has:
| (i) | sole power to vote or direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 2,482,165 |
| (iii) | sole power to dispose of or to direct the disposition of: 0 |
| (iv) | shared power to dispose of or to direct the disposition of: 2,482,165 |
The Reporting Persons beneficially own 34.76% of the outstanding shares of Common Stock based upon 7,141,447 shares of Common Stock outstanding on November 4, 2016.
Item 7. Material to be Filed as Exhibits
|
Exhibit |
Name |
Incorporated By | |||
| Exhibit 99.1 | Directors, Officers and Managers of the Reporting Persons | Filed herewith | |||
| Exhibit 99.2 |
Letter of Intent, dated February 6, 2017, by and between Coca-Cola Bottling Co. Consolidated and The Coca-Cola Company. |
Exhibit 99.2 of Coca-Cola Bottling Co. Consolidated’s Current Report on Form 8-K filed on February 7, 2017 |
| 8 |
SIGNATURES
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.
| THE COCA-COLA COMPANY | |||
| By: | /s/ Bernhard Goepelt | ||
| Name: | Bernhard Goepelt | ||
| Title: | Senior Vice President and General Counsel | ||
| Date: February 7, 2017 | |||
| THE COCA-COLA TRADING COMPANY LLC | |||
| By: | /s/ Christopher P. Nolan | ||
| Name: | Christopher P. Nolan | ||
| Title: | Vice President and Treasurer | ||
| Date: February 7, 2017 | |||
| COCA-COLA OASIS LLC | |||
| By: | /s/ Christopher P. Nolan | ||
| Name: | Christopher P. Nolan | ||
| Title: | Vice President, Chief Executive Officer and Treasurer | ||
| Date: February 7, 2017 | |||
| CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC. | |||
| By: | /s/ Christopher P. Nolan | ||
| Name: | Christopher P. Nolan | ||
| Title: | Vice President and Treasurer | ||
| Date: February 7, 2017 | |||
| 9 |
Exhibit Index
|
Exhibit |
Name |
Incorporated By | |||
| Exhibit 99.1 | Directors, Officers and Managers of the Reporting Persons | Filed herewith | |||
| Exhibit 99.2 |
Letter of Intent, dated February 6, 2017, by and between the Coca-Cola Bottling Co. Consolidated and The Coca-Cola Company. |
Exhibit 99.2 of Coca-Cola Bottling Co. Consolidated’s Current Report on Form 8-K filed on February 7, 2017 |
| 10 |
EXHIBIT 99.1
DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY
Set forth below is the name, business address and present occupation or employment of each director and executive officer of The Coca-Cola Company. 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 or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Directors of The Coca-Cola Company who are also executive officers of The Coca-Cola Company are indicated by an asterisk. Except as indicated below, the business address of each executive officer of The Coca-Cola Company is One Coca-Cola Plaza, Atlanta, Georgia 30313.
DIRECTORS OF THE COCA-COLA COMPANY
NAME |
PRINCIPAL
OCCUPATION OR EMPLOYMENT |
ADDRESS | ||
| Muhtar Kent* | Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company | |||
| Herbert A. Allen | President, Chief Executive Officer and a Director of Allen & Company Incorporated, a privately held investment firm | Allen & Company Incorporated 711 Fifth Avenue New York, NY 10022 | ||
| Ronald W. Allen | Former Chairman of the Board, President and Chief Executive Officer of Aaron’s, Inc., a leading specialty retailer of consumer electronics, computers, residential furniture, household appliances and accessories | The Coca-Cola Company c/o The Corporate Secretary’s Office One Coca-Cola Plaza Atlanta, GA 30313 | ||
| Marc Bolland | Chief Executive Officer and a Director of Marks & Spencer
Group p.l.c., an international multi-channel retailer. Mr. Bolland is a citizen of The Netherlands. |
Marks & Spencer Group plc Waterside House 35 North Wharf Road London W2 1NW |
| Page 1 of 10 |
NAME |
PRINCIPAL
OCCUPATION OR EMPLOYMENT |
ADDRESS | ||
| Ana Botín | Executive Chairman and a Director of Banco Santander, S.A., a global multinational bank, and a Director of
Santander UK plc, a leading financial services provider in the United Kingdom, and a subsidiary of Banco Santander, S.A. Ms. Botín is a citizen of Spain. |
Santander UK plc 2 Triton Square Regent’s Place London NW1 3AN United Kingdom | ||
| Howard G. Buffett | President of Buffett Farms, a commercial farming operation, and Chairman and Chief Executive Officer of the Howard G. Buffett Foundation, a private foundation supporting humanitarian initiatives focused on food and water security, conservation and conflict management |
Howard G. Buffett Foundation
| ||
| Richard M. Daley | Executive Chairman of Tur Partners LLC, an investment and advisory firm focused on sustainable solutions within the urban environment | Tur Partners LLC 900 N. Michigan Avenue Suite 1720 Chicago, IL 60611 | ||
| Barry Diller | Chairman of the Board and Senior Executive of IAC/InterActiveCorp, a leading media and internet company | IAC/InterActiveCorp 555 West 18th Street New York, New York 10011 | ||
| Helene D. Gayle | Chief Executive Officer of McKinsey Social Initiative, a nonprofit organization that implements programs that bring together stakeholders to address complex global and social challenges | McKinsey Social Initiative 1200 19th Street NW Washington, DC 20036 | ||
| Alexis M. Herman | Chair and Chief Executive Officer of New Ventures, LLC, a corporate consulting company | New Ventures, Inc. 633 Pennsylvania Avenue NW 3rd Floor Washington, D.C. 20004 | ||
| Robert A. Kotick | President, Chief Executive Officer and a Director of Activision Blizzard, Inc. an interactive entertainment software company |
Activision Blizzard, Inc. |
| Page 2 of 10 |
| NAME | PRINCIPAL
OCCUPATION OR EMPLOYMENT |
ADDRESS | ||
| Maria Elena Lagomasino | Chief Executive Officer and Managing Partner of WE Family Offices, a multi-family office serving global high net worth families |
WE Family Offices Rockefeller Center 1270 Avenue of the Americas | ||
| Sam Nunn | 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 weapons |
King & Spalding LLP
| ||
| David B. Weinberg | 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 |
Judd Enterprises, Inc. 401 N. Michigan Ave #3050 Chicago, IL 60611 |
EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY
| NAME | PRINCIPAL OCCUPATION OR EMPLOYMENT |
ADDRESS | ||
| Muhtar Kent | Chairman of the Board of Directors and President of The Coca-Cola Company |
|||
| Marcos de Quinto |
Executive Vice President and Chief Marketing Officer of
Mr. De Quinto is a citizen of Spain. |
|||
| J. Alexander M. Douglas, Jr. | Executive Vice President of The Coca-Cola Company and President of Coca-Cola North America | |||
| Ceree Eberly | Senior Vice President and Chief People Officer of The Coca-Cola Company |
|||
| Irial Finan |
Executive Vice President of The Coca-Cola Company and President, Bottling Investments and Supply Chain
Mr. Finan is a citizen of Ireland. |
|||
| Bernhard Goepelt |
Senior Vice President, General Counsel and Chief Legal Officer
of
Mr. Goepelt is a citizen of Germany. |
| Page 3 of 10 |
| NAME | PRINCIPAL OCCUPATION OR EMPLOYMENT |
ADDRESS | ||
| Julie Hamilton | Senior Vice President and Chief Customer and Commercial Leadership Officer of The Coca-Cola Company | |||
| Brent Hastie | Senior Vice President, Strategy and Planning of The Coca-Cola Company |
|||
| Ed Hays, PhD | Senior Vice President and Chief Technical Officer of The Coca-Cola Company |
|||
| John Murphy |
President of the Asia Pacific Group of The Coca-Cola Company
Mr. Murphy is a citizen of Ireland. |
|||
| James Quincey |
President and Chief Operating Officer of The Coca-Cola Company
Mr. Quincey is a citizen of the United Kingdom. |
|||
| Alfredo Rivera | President of the Latin America Group of The Coca-Cola Company
Mr. Rivera is a citizen of Honduras. |
|||
| Barry Simpson | Senior Vice President and Chief Information Officer Mr. Simpson is a citizen of Australia. |
|||
| Brian Smith | President of the Europe, Middle East and Africa Group of The Coca-Cola Company |
|||
| Clyde C. Tuggle | Senior Vice President and Chief Public Affairs and Communications Officer of The Coca-Cola Company | |||
| Kathy N. Waller | Executive Vice President and Chief Financial Officer of The Coca-Cola Company |
| Page 4 of 10 |
MANAGERS
AND EXECUTIVE OFFICERS
OF
THE COCA-COLA TRADING COMPANY LLC
Set forth below is the name, business address and present occupation or employment of each manager and executive officer of The Coca-Cola Trading Company LLC. Except as indicated below, each such person is a citizen of the United States. None of the managers and executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Managers of The Coca-Cola Trading Company LLC who are also executive officers of The Coca-Cola Trading Company LLC are indicated by an asterisk. Except as indicated below, the business address of each manager and executive officer of The Coca-Cola Trading Company LLC is One Coca-Cola Plaza, Atlanta, Georgia 30313.
MANAGERS OF THE COCA-COLA TRADING COMPANY LLC
| NAME | PRINCIPAL OCCUPATION OR EMPLOYMENT |
ADDRESS | ||
| Marie D. Quintero-Johnson | Vice President and Director of Mergers & Acquisitions of The Coca-Cola Company |
|||
| Robert J. Jordan, Jr.* | Vice President and General Tax Counsel of The Coca-Cola Company | |||
| Larry M. Mark* | Vice President and Controller of The Coca-Cola Company |
EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY LLC
| NAME | PRINCIPAL OCCUPATION OR EMPLOYMENT |
ADDRESS | ||
| Ed Hays, PhD | Senior Vice President and Chief Technical Officer of The Coca-Cola Company; President of The Coca-Cola Trading Company LLC |
|||
| Bernhard Goepelt |
Senior Vice President, General Counsel and Chief Legal Officer of
Mr. Goepelt is a citizen of Germany. |
|||
| Robert J. Jordan, Jr. | Vice President and General Tax Counsel of The Coca-Cola Company; Vice President and General Tax Counsel of The Coca-Cola Trading Company LLC |
|||
|
Stephen A. Kremer
|
Deputy General Tax Counsel of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company LLC |
| Page 5 of 10 |
| NAME | PRINCIPAL OCCUPATION OR EMPLOYMENT |
ADDRESS | ||
| Larry M. Mark | Vice President and Controller of The Coca-Cola Company; Vice President and Controller of The Coca-Cola Trading Company | |||
| Christopher P. Nolan | Vice President and Treasurer of The Coca-Cola Company; Vice President and Treasurer of The Coca-Cola Trading Company LLC | |||
|
Kathy N. Waller
|
Executive Vice President and Chief Financial Officer of The Coca-Cola Company; Vice President and Chief Financial Officer of The Coca-Cola Trading Company LLC |
|||
| David W. Stowe | Director Commodity Risk of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company LLC |
| Page 6 of 10 |
MANAGERS AND EXECUTIVE OFFICERS OF COCA-COLA OASIS LLC
Set forth below is the name, business address, present occupation or employment of each manager and executive officer of Coca-Cola Oasis LLC. Except as indicated below, each such person is a citizen of the United States. None of the managers and executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Managers of Coca-Cola Oasis LLC who are also executive officers of Coca-Cola Oasis LLC are indicated by an asterisk. Except as indicated below, the business address of each manager and executive officer of Coca-Cola Oasis LLC is One Coca-Cola Plaza, Atlanta, Georgia 30313.
MANAGERS OF COCA-COLA OASIS LLC
| NAME | PRINCIPAL OCCUPATION OR EMPLOYMENT |
ADDRESS | ||
| Marie D. Quintero-Johnson | Vice President and Director of Mergers & Acquisitions of The Coca-Cola Company |
|||
| Robert J. Jordan, Jr.* | Vice President and General Tax Counsel of The Coca-Cola Company | |||
| Larry M. Mark* | Vice President and Controller of The Coca-Cola Company |
EXECUTIVE OFFICERS OF COCA-COLA OASIS LLC
| NAME | PRINCIPAL OCCUPATION OR EMPLOYMENT |
ADDRESS | ||
| Bernhard Goepelt |
Senior Vice President, General Counsel and Chief Legal Officer of
Mr. Goepelt is a citizen of Germany. |
|||
| Russell Jacobs | General Manager, Retail and Attractions of The Coca-Cola Company; Vice President of Coca-Cola Oasis LLC | |||
| Robert J. Jordan, Jr. | Vice President and General Tax Counsel of The Coca-Cola Company; Vice President and General Tax Counsel of Coca-Cola Oasis LLC | |||
| Stephen A. Kremer | Deputy General Tax Counsel of The Coca-Cola Company; Vice President of Coca-Cola Oasis LLC | |||
| Larry M. Mark | Vice President and Controller of The Coca-Cola Company; Vice President and Controller of Coca-Cola Oasis LLC |
| Page 7 of 10 |
| NAME | PRINCIPAL OCCUPATION OR EMPLOYMENT |
ADDRESS | ||
| Christopher P. Nolan | Vice President and Treasurer of The Coca-Cola Company; President, Chief Executive Officer, and Treasurer of Coca-Cola Oasis LLC | |||
| Kathy N. Waller | Executive Vice President and Chief Financial Officer of The Coca-Cola Company; Vice President and Chief Financial Officer of Coca-Cola Oasis LLC |
| Page 8 of 10 |
DIRECTORS AND EXECUTIVE OFFICERS OF
CAROLINA COCA-COLA
BOTTLING INVESTMENTS, INC.
Set forth below is the name, business address, present occupation or employment of each director and executive officer of Carolina Coca-Cola Bottling Investments, Inc. Except as indicated below, each such person is a citizen of the United States. None of the directors and executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Directors of Carolina Coca-Cola Bottling Investments, Inc. who are also executive officers of Carolina Coca-Cola Bottling Investments, Inc. are indicated by an asterisk. Except as indicated below, the business address of each director and executive officer of Carolina Coca-Cola Bottling Investments, Inc. is One Coca-Cola Plaza, Atlanta, Georgia 30313.
DIRECTORS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.
| NAME | PRINCIPAL OCCUPATION OR EMPLOYMENT |
ADDRESS | ||
| Marie D. Quintero-Johnson | Vice President and Director of Mergers & Acquisitions of The Coca-Cola Company |
|||
| Robert J. Jordan, Jr.* | Vice President and General Tax Counsel of The Coca-Cola Company | |||
| Larry M. Mark* | Vice President, Finance and Controller of The Coca-Cola Company |
EXECUTIVE OFFICERS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.
| NAME | PRINCIPAL OCCUPATION OR EMPLOYMENT |
ADDRESS | ||
| Bernhard Goepelt |
Senior Vice President, General Counsel and Chief Legal Officer of
Mr. Goepelt is a citizen of Germany. |
|||
| Robert J. Jordan, Jr. | Vice President and General Tax Counsel of The Coca-Cola Company; Vice President and General Tax Counsel of Carolina Coca-Cola Bottling Investments, Inc. | |||
| Stephen A. Kremer | Deputy General Tax Counsel of The Coca-Cola Company; Vice President of Carolina Coca-Cola Bottling Investments, Inc. |
| Page 9 of 10 |
| NAME | PRINCIPAL OCCUPATION OR EMPLOYMENT |
ADDRESS | ||
| Larry M. Mark | Vice President and Controller of The Coca-Cola Company; Vice President and Chief Financial Officer of Carolina Coca-Cola Bottling Investments, Inc. | |||
| Christopher P. Nolan | Vice President and Treasurer of The Coca-Cola Company; Vice President, Treasurer and Assistant Secretary of Carolina Coca-Cola Bottling Investments, Inc. | |||
| Kathy N. Waller | Executive Vice President and Chief Financial Officer of The Coca-Cola Company; President and Chief Executive Officer of Carolina Coca-Cola Bottling Investments, Inc. |
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