1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 8)* of Tweedy, Browne Company LLC Under the Securities Exchange Act of 1934 COCA-COLA BOTTLING CO. CONSOLIDATED (Name of Issuer) Common Stock, Par Value $1.00 per Share (Title of Class of Securities) 191098102 (CUSIP Number) John D. Spears 350 Park Avenue New York, New York 10022 (212) 916-0600 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) April 28, 2000 (Date of Event which Required Filing of this Statement)
2 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) * 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 the provisions of the Act (however, see the Notes).
3 SCHEDULE 13D CUSIP No. 677864100 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Tweedy,Browne Company LLC ("TBC") - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) 00 - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items (2)(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- (7) Sole Voting Power TBC has sole voting power with respect to 286,751 shares held in TBC accounts (as hereinafter defined). Additionally, certainof the Members of TBC may be deemed to have sole power to vote certain shares as more fully set forth herein. Number of Shares ------------------------------------------------------- Beneficially 8) Shared Voting Power Owned by Each Reporting Person 0 shares With ------------------------------------------------------- 9) Sole Dispositive Power 0 shares, except that certain of the members of TBC may be deemed to have sole power to dispose of certain shares as more fully set forth herein. ------------------------------------------------------- (10) Shared Dispositive Power 294,176 shares held in accounts of TBC (as hereinafter defined). - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 294,176 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [x] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 4.60% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) BD, IA & 00 - --------------------------------------------------------------------------------
4 PRELIMINARY NOTE The person filing this Amendment No. 8 is Tweedy, Browne Company LLC ("TBC"), a Delaware limited liability company. This Amendment No. 8 amends a Statement on Schedule 13D filed by TBC and dated March 31, 1995 ( the "Statement"). The filing of this Amendment No. 8 should not be deemed an admission that TBC comprises a group within the meaning of Section 13(d) (3) of the Securities and Exchange Act of 1934, as amended (the "Act"). This Amendment No. 8 relates to the Common Stock, $1.00 par value (the "Common Stock"), of Coca-Cola Bottling Co. Consolidated (the "Company"), which, to the best knowledge of the person filing this Amendment No. 8, is a company organized under the laws of Delaware, with its principal executive offices at 1900 Rexford Road, Charlotte, North Carolina 28211. This Amendment No.8 contains information regarding shares of Common Stock that may be deemed to be beneficially owned by TBC. Such shares are held in the accounts of various customers of TBC, with respect to which it has obtained sole or shared voting power. This Amendment No. 8 is being filed because the filing person is no longer subject to the reporting requirements of Section 13(d)(3) of the Securities Exchange Act (the "Act") as a result of the disposition of its shares of Common Stock in open market transactions. Other than as set forth below, to the best knowledge of TBC and TBK, there has been no material change in the information set forth in response to Items 1,2,3,4,6 and 7 of the Statement, as amended. Accordingly, those Items are omitted from this Amendment No. 8. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date hereof, TBC may be deemed to be the beneficial owner of an aggregate of 294,176 shares of Common Stock, which constitutes approximately 4.60% of the 6,392,252 shares of Common Stock which TBC believes to be the total number of shares of Common Stock outstanding. The TBC Shares are held in the TBC Accounts. TBC disclaims that it is the beneficial owner of any of the shares of Common Stock held in the TBC Accounts. The aggregate number of shares of Common Stock with respect to which TBC could be deemed to be the beneficial owner as of the date hereof, is 294,176 shares, which constitutes approximately 4.60% of the 6,392,252 shares of Common Stock, which the filing persons believe to be the total number of shares of Common Stock outstanding, but nothing contained herein shall be construed as an admission that TBC is the beneficial owner of any of the TBC Shares. The aggregate number of shares and percentage of Common Stock with respect to which each of the Members may be deemed to be the beneficial owner by reason of his being a member of TBC, is 294,176 shares, which constitutes approximately 4.60% of the 6,392,252 shares of Common Stock outstanding. TBC disclaims beneficial ownership of Common Stock held by the other. Except as described herein, to the best knowledge of TBC, no person who may be deemed to comprise a group with any of TBC, or any other person named in Item 2 of the Statement, beneficially owns any shares of Common Stock. (b) TBC has investment discretion with respect to 294,176 shares of Common Stock held by the TBC Accounts and has sole power to dispose or direct the disposition of all of such shares. Of these shares of Common Stock, TBC has sole power to vote or to direct the voting of 286,751 shares of Common Stock held in certain TBC Accounts. Each of the Members of TBC, solely by reason of their positions as such, may be deemed to have (i) shared power to dispose of or to direct the disposition of all of the shares of Common Stock held in the TBC Accounts; and (ii) shared power to vote or direct the vote of 286,751 shares of Common Stock held in certain TBC Accounts.
5 (c) Transactions in Common Stock effected by TBC since April 6, 2000, the date of the filing person's last filing, are as follows: REPORTING NO. OF SHARES PRICE PERSON DATE SOLD PER SHARE TBC Accounts 4/10/00 15,000 $ 50 7/8 4/26/00 100 $ 51 4/28/00 30,379 $ 50 3/8 (d) To the best knowledge of TBC, each of the persons maintaining an account with TBC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock held in said person's TBC Account. (e) TBC ceased to be the beneficial owner of 5% of Common Stock on April 28, 2000. SIGNATURE Tweedy, Browne Company LLC, after reasonable inquiry and to the best of its knowledge and belief, hereby certifies that the information set forth in this Statement is true, complete and correct. TWEEDY, BROWNE COMPANY LLC By /s/ Christopher H. Browne ------------------------------- Christopher H. Browne Member Dated: May 10, 2000