SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
COCA-COLA BOTTLING CO. CONSOLIDATED
(Name of Registrant as Specified in its Charter)
(Name of Person(s)Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
COCA-COLA BOTTLING CO. CONSOLIDATED
4100 COCA-COLA PLAZA
CHARLOTTE, NORTH CAROLINA 28211
(704) 551-4400
------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on
May 9, 2001
------------------------------------------------------
TO THE STOCKHOLDERS OF
COCA-COLA BOTTLING CO. CONSOLIDATED:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Coca-Cola Bottling Co. Consolidated (the "Company") will be held at the
Company's Snyder Production Center, 4901 Chesapeake Drive, Charlotte, North
Carolina on Wednesday, May 9, 2001, at 10:00 a.m., local time, for the purpose
of considering and acting upon the following:
1. Election of four members to the Board of Directors for a term of three
years.
2. Such other business as may properly come before the meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on March 23, 2001
as the record date for determining the stockholders entitled to notice of and
to vote at the meeting or any adjournment thereof, and only holders of Common
Stock and Class B Common Stock of the Company of record on such date will be
entitled to notice of or to vote at the meeting. A list of stockholders will be
available for inspection at least ten days prior to the meeting at the
principal executive offices of the Company at 4100 Coca-Cola Plaza, Charlotte,
North Carolina.
The Board of Directors will appreciate the prompt return of the enclosed
proxy, dated and signed. The proxy may be revoked at any time before it is
exercised and will not be exercised if you attend the meeting and vote in
person.
By order of the Board of Directors
/s/ Henry W. Flint
Henry W. Flint
Secretary
April 6, 2001
Proxy Statement
ANNUAL MEETING OF STOCKHOLDERS OF
COCA-COLA BOTTLING CO. CONSOLIDATED
to be held on May 9, 2001
INTRODUCTION
This Proxy Statement is being furnished by the Board of Directors of
Coca-Cola Bottling Co. Consolidated (the "Company") in connection with the
solicitation of proxies by the Board of Directors for use at the Annual Meeting
of Stockholders to be held at the Company's Snyder Production Center, 4901
Chesapeake Drive, Charlotte, North Carolina on Wednesday, May 9, 2001, at 10:00
a.m., local time, and at any adjournment thereof. This Proxy Statement and the
accompanying form of proxy are first being mailed to stockholders of the
Company on or about April 6, 2001. The principal executive offices of the
Company are located at 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211.
RECORD DATE, VOTE REQUIRED AND RELATED MATTERS
The Board of Directors has fixed the close of business on March 23, 2001
as the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting of Stockholders. At the close of business on
March 23, 2001, the Company had issued and outstanding 6,392,277 shares of
Common Stock and 2,361,052 shares of Class B Common Stock. Each share of Common
Stock is entitled to one vote per share and each share of Class B Common Stock
is entitled to 20 votes per share (or an aggregate of 53,613,317 votes with
respect to the Common Stock and the Class B Common Stock voting together as a
single class). Each stockholder may exercise his right to vote either in person
or by properly executed proxy. The Common Stock and Class B Common Stock will
vote together as a single class on the election of directors at the Annual
Meeting of Stockholders.
Any proxy delivered in the accompanying form may be revoked by the person
executing the proxy at any time before the authority thereby granted is
exercised by filing an instrument revoking it or a duly executed proxy bearing
a later date with the Secretary of the Company or if the person executing the
proxy attends the meeting and elects to vote in person. If a choice is
specified in the proxy, shares represented thereby will be voted in accordance
with such choice. If no choice is specified, the proxy will be voted FOR the
four nominees listed herein.
The presence, in person or by proxy, of the holders of a majority of the
votes eligible to be cast by the holders of Common Stock and Class B Common
Stock voting together as a class is necessary to constitute a quorum at the
Annual Meeting of Stockholders. Directors are elected by a plurality of the
votes cast at a meeting at which a quorum is present. Abstentions and broker
"non-votes" are counted as present and entitled to vote for purposes of
determining a quorum, but are not taken into account in determining a
plurality. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular matter because the nominee does
not have discretionary voting power for that particular matter and has not
received instructions from the beneficial owner.
1
The Board of Directors has been informed that J. Frank Harrison, Jr., J.
Frank Harrison, III and Reid M. Henson intend to vote an aggregate of 1,987,274
shares of the Company's Common Stock and 2,359,250 shares of the Company's
Class B Common Stock (representing an aggregate of 91.7% of the total voting
power as of the record date) FOR electing the Board of Directors' nominees for
director.
The Board of Directors of the Company is not aware of any matters to be
brought before the Annual Meeting of Stockholders or any adjournment thereof
other than the election of four directors and routine matters incidental to the
conduct of the meeting. If, however, other matters are properly presented, it
is the intention of the persons named in the accompanying proxy or their
substitutes to vote the proxy in accordance with their best judgment in such
matters.
PRINCIPAL STOCKHOLDERS
At March 23, 2001, the only persons known to the Company to be beneficial
owners of more than 5% of the Common Stock or Class B Common Stock of the
Company were as follows:
Amount and
Nature of Percentage Percentage
Beneficial of Total of Total
Name and Address Class Ownership Class Votes(1) Votes(1)
- --------------------------------- ---------------- ------------------------ ------------ ------------ -----------
J. Frank Harrison, Jr., Common Stock 4,832,310(2)(4) 53.7%
J. Frank Harrison, III, Reid M. Class B Common 2,359,250(3)(4) 99.9% 49,658,060 92.6%
Henson, J. Frank Harrison
Family, LLC
and three Harrison family
limited partnerships,
as a group
2 Union Square
Chattanooga, TN 37402
The Coca-Cola Company Common Stock 1,984,495(4)(5) 31.0%
One Coca-Cola Plaza Class B Common 497,670(4)(5) 21.1% 11,937,895 22.3%
Atlanta, GA 30313
Coca-Cola Enterprises Inc. Common Stock 614,500 9.6% 614,500 1.1%
2500 Windy Ridge Parkway
Atlanta, GA 30339
- ------
(1) In calculating the total votes and percentage of total votes, no effect is
given to conversion of Class B Common Stock into Common Stock. A total of
6,392,277 shares of Common Stock and 2,361,052 shares of Class B Common
Stock was outstanding on March 23, 2001.
(2) Consists of (a) 235,786 shares held by a trust for the benefit of certain
relatives of Mr. Harrison, Jr. as to which he has sole voting power and no
investment power; (b) 1,984,495 shares held by The Coca-Cola Company
subject to the terms of the Voting Agreement and Irrevocable Proxy
(described in note (4) below) as to which Mr. Harrison, III has shared
voting and no investment power; (c) 779 shares held by Mr. Harrison, III
as custodian for certain of his children as to which Mr. Harrison, III has
sole voting and investment
2
power; (d) 2,000 shares owned by Mr. Henson; (e) 2,359,250 shares of Class B
Common Stock beneficially owned by such persons as described in note (3)
that are convertible into shares of Common Stock; (f) 100,000 shares of
Common Stock that Mr. Harrison, Jr. presently has the right to acquire upon
the exercise of options; and (g) 150,000 shares of Common Stock that Mr.
Harrison, III presently has the right to acquire upon the exercise of
options.
(3) Consists of (a) a total of 1,605,534 shares held by the JFH Family Limited
Partnership -- FH1, JFH Family Limited Partnership -- SW1 and JFH Family
Limited Partnership -- DH1 (collectively, the "Harrison Family Limited
Partnerships"), as to which Mr. Harrison, Jr., in his capacity as the
manager of J. Frank Harrison Family, LLC (the general partner of each of
the Harrison Family Limited Partnerships), exercises sole voting and
investment power; (b) 235,786 shares held by a trust for the benefit of
Mr. Harrison, Jr. and certain of his relatives as to which Mr. Harrison,
III and Mr. Henson share investment power as co-trustees and as to which
Mr. Harrison, Jr. possesses sole voting power; (c) 260 shares held by Mr.
Harrison, III as custodian for certain of his children as to which Mr.
Harrison, III possesses sole voting and investment power; (d) 497,670
shares held by The Coca-Cola Company subject to the terms of the Voting
Agreement, Stock Rights and Restrictions Agreement and Irrevocable Proxy
(described in note (4) below) as to which Mr. Harrison, III has shared
voting and no investment power; and (e) 20,000 shares of Class B Common
Stock held by Mr. Harrison, III that vested as of January 1, 2001 as to
which Mr. Harrison, III has sole voting and investment power.
(4) Messrs. Harrison, Jr., Harrison, III and Henson (as trustee of certain
trusts), J. Frank Harrison Family LLC and the Harrison Family Limited
Partnerships are parties to a Voting Agreement and Irrevocable Proxy with
The Coca-Cola Company pursuant to which, among other things, Mr. Harrison,
III has been granted an Irrevocable Proxy for life concerning the shares
of Common Stock and Class B Common Stock owned by The Coca-Cola Company.
See "Certain Transactions."
(5) Such information is derived from Amendment No. 21 to Schedule 13D, filed by
The Coca-Cola Company on December 7, 1999. With respect to the Common
Stock, the amount shown excludes 497,670 shares issuable upon conversion
of shares of Class B Common Stock.
(6) Such information is derived from Amendment No. 2 to Schedule 13G filed by
Coca-Cola Enterprises Inc. on February 14, 2001.
ELECTION OF DIRECTORS
General
The Company's Board of Directors consists of between nine and twelve
members as fixed from time to time by the stockholders of the Company or the
Board of Directors. The Board of Directors is divided into three classes, as
nearly equal in number as possible, with staggered three-year terms. The Board
of Directors is permitted to appoint individuals as directors to fill the
unexpired terms of directors who resign and to fill newly created seats on the
Board of Directors. The Board of Directors has recommended to the stockholders
electing the four nominees listed below to serve for a three-year term.
Directors elected at this year's Annual Meeting of Stockholders will hold
office until the 2004 Annual Meeting of Stockholders, or until their successors
are elected and qualified.
It is the intention of the persons named as proxies in the accompanying
form of proxy to vote all proxies solicited for the four nominees listed below,
unless the authority to vote is withheld. Each nominee is currently a member of
the Board of Directors. If for any reason any nominee shall
3
not become a candidate for election as a director at the meeting, an event not
now anticipated, the proxies will be voted for the four nominees including such
substitutes as shall be designated by the Board of Directors.
NOMINEES FOR ELECTION OF DIRECTORS IN 2001
(Terms Expiring in 2004)
J. FRANK HARRISON, III, age 46, is Chairman of the Board of Directors and
Chief Executive Officer of the Company. Mr. Harrison, III served as Vice
Chairman of the Board of Directors from November 1987 through his election as
Chairman in December 1996 and was appointed as the Company's Chief Executive
Officer in May 1994. He was first employed by the Company in 1977, and has
served as a Division Sales Manager and as a Vice President. Mr. Harrison, III
is a director of Wachovia Bank & Trust Co., N.A., Southern Region Board. He is
Vice Chairman of the Executive Committee and the Finance Committee.
J. FRANK HARRISON, JR., age 70, is Chairman Emeritus of the Board of
Directors of the Company. Mr. Harrison, Jr. served the Company as Chairman of
the Board of Directors from 1977 through December 1996, and served as Chief
Executive Officer of the Company from August 1980 until April 1983. He had
previously served the Company as Vice Chairman of the Board of Directors. He
has been a director of the Company since 1973. Mr. Harrison, Jr. is Chairman of
the Executive Committee and the Finance Committee.
NED R. McWHERTER, age 70, is Chairman of the Board of Directors of
Volunteer Distributing Company, Inc., a beverage distributor, and Eagle
Distributors, Inc., a snack food distributor. Mr. McWherter served as Governor
of the State of Tennessee from January 1987 to January 1995. Mr. McWherter is a
director of SunTrust National Bank and Piedmont Natural Gas Co. He has been a
director of the Company since 1995 and is Chairman of the Compensation
Committee and a member of the Finance Committee.
JAMES L. MOORE, JR., age 58, has been Vice Chairman of the Board of
Directors since January 1, 2001. Previously, he was President and Chief
Operating Officer of the Company from March 1987 to December 2000. Mr. Moore
has been a director of the Company since 1987. Mr. Moore is a director of Park
Meridian Financial Corp. He is a member of the Executive Committee and is
Chairman of the Retirement Benefits Committee.
CONTINUING DIRECTORS
(Terms Expiring in 2002)
JOHN M. BELK, age 81, is Chairman and Chief Executive Officer of Belk,
Inc., an operator of retail department stores, and of Belk Stores Services,
Inc., a provider of services to retail department stores, both in Charlotte,
North Carolina, positions he has held since May 1998 and 1956, respectively.
Mr. Belk is a director of Texas Industries, Inc. and PMC, Inc. Mr. Belk has
been a director of the Company since 1972 and is a member of the Audit
Committee.
REID M. HENSON, age 61, has served as a consultant to the Company since
May 2000. Previously, Mr. Henson served as a Vice Chairman of the Board of
Directors of the Company from 1983
4
to May 2000. Prior to that time, Mr. Henson served as a consultant to JTL
Corporation, a management company, and later as President of JTL Corporation.
He has been a director of the Company since 1979 and is Vice Chairman of the
Retirement Benefits Committee and is a member of the Executive Committee, the
Audit Committee and the Finance Committee.
CARL WARE, age 57, is Executive Vice President, Public Affairs and
Administration for The Coca-Cola Company, a position he has held since January
2000. Before that time, he served as President of the Africa Group of The
Coca-Cola Company from January 1993 to January 2000. Mr. Ware has been a
director of the Company since February 24, 2000, when he was appointed by the
Board to fill the position vacated upon the resignation of Charles L. Wallace.
Mr. Ware is a director of The Georgia Power Company, Chevron Corporation and
National Life of Vermont. Mr. Ware is a member of the Finance Committee and the
Compensation Committee.
CONTINUING DIRECTORS
(Terms Expiring in 2003)
H. W. MCKAY BELK, age 44, is President, Merchandising and Marketing of
Belk, Inc., an operator of retail department stores, a position that he has
held since May 1998. Mr. Belk served as President and Chief Merchandise Officer
of Belk Store Services, Inc., a provider of services to retail department
stores, from March 1997 to April 1998. Mr. Belk served as President,
Merchandise and Sales Promotion of Belk Stores Services, Inc. from April 1995
through March 1997. He has been a director of the Company since May 1994 and is
Chairman of the Audit Committee and a member of the Finance Committee and the
Compensation Committee.
WILLIAM B. ELMORE, age 45, is President and Chief Operating Officer of the
Company, positions he has held since January 1, 2001. Prior to that time, he
was Vice President, Value Chain from July 1999 to December 2000, Vice
President, Business Systems from August 1998 to June 1999, Vice President,
Treasurer from June 1996 to July 1998 and Vice President, Regional Manager for
the Virginia Division, West Virginia Division and Tennessee Division from
August 1991 to May 1996. Mr. Elmore has been a director of the Company since
January 1, 2001, when he was appointed by the Executive Committee and the Board
of Directors to fill a newly created seat on the Board of Directors. He is a
member of the Executive Committee and the Retirement Benefits Committee.
H. REID JONES, age 66, has been retired for more than the past five years.
He has been a director of the Company since 1970 and is a member of the Audit
Committee. Mr. Jones has indicated that he intends to retire from the Board of
Directors, effective immediately after the next meeting of the Board of
Directors on May 9, 2001. The Board of Directors will consider filling this
vacancy at the May 9, 2001 meeting.
JOHN W. MURREY, III, age 58, is a member of the law firm of Witt, Gaither
& Whitaker, P.C., in Chattanooga, Tennessee with which he has been associated
since 1970. Mr. Murrey is a director of The Dixie Group, Inc. He has been a
director of the Company since March 1993 and is a member of the Retirement
Benefits Committee.
J. Frank Harrison, III is J. Frank Harrison, Jr.'s son and H. W. McKay
Belk is John M. Belk's nephew.
5
Beneficial Ownership of Management
The following table presents certain information on March 23, 2001
regarding the beneficial ownership of the Common Stock and Class B Common Stock
of the Company by its directors, by the Named Executive Officers in the Summary
Compensation Table and by all directors and executive officers as a group.
Information concerning beneficial ownership of the Common Stock and Class B
Common Stock by Messrs. Harrison, Jr., Harrison, III and Henson is presented
above under the caption "Principal Stockholders" and is not included in the
following table.
Amount and
Nature of Percentage
Beneficial of
Name Class(1) Ownership Class
- ------------------------------------------- --------------- --------------- -----------
H. W. McKay Belk Common Stock 520(2) *
John M. Belk Common Stock 10,475(3) *
William B. Elmore Common Stock 0 --
H. Reid Jones Common Stock 80,091(4) 1.3%
Ned R. McWherter Common Stock 1,000 *
James L. Moore, Jr. Common Stock 1,000 *
John M. Murrey, III Common Stock 1,000 *
Robert D. Pettus, Jr. Common Stock 0 --
David V. Singer Common Stock 2,000(5) *
Carl Ware Common Stock 0 --
Directors and executive officers as a
group (excluding Messrs. Harrison, Jr.,
Harrison, III and Henson) (20 persons) Common Stock 96,094 1.5%
- ------
* Less than 1% of the outstanding shares of such class.
(1) None of such persons beneficially owns any shares of Class B Common Stock.
(2) Includes 300 shares held by Mr. Belk as custodian for certain of his
children.
(3) Consists of (a) 8,975 shares held by a trust of which Mr. Belk serves as
trustee and with respect to which he has sole voting and investment power
and (b) 1,500 shares held by a trust for the benefit of Mr. Belk's
daughter as to which his wife serves as trustee with sole voting and
investment power.
(4) Includes 376 shares held by his wife.
(5) Held jointly with his wife.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors and certain persons who beneficially
own more than 10% of the Company's Common Stock to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of the Common Stock and other equity securities of the Company.
Executive officers, directors and such greater than 10% stockholders are
required to furnish the Company with copies of all such reports they file.
Based solely on its review of the copies of such
6
reports received by it and written representations that no other reports were
required for such persons, the Company believes that, during fiscal year 2000,
all filing requirements applicable to its executive officers, directors and
such greater than 10% stockholders were complied with on a timely basis.
The Board of Directors and its Committees
Directors who are not employees of the Company are paid $20,000 as an
annual retainer, $1,100 for each Board meeting attended and $880 for each
Committee meeting attended. The Board of Directors held four meetings during
2000. No director attended fewer than 75% of the total number of meetings of
the Board of Directors and any Committees of the Board of Directors on which he
served during 2000, except Mr. McWherter, who missed the December meetings of
the Board of Directors and the Committees on which he serves because of a death
in the family.
The Board of Directors has an Audit Committee whose current members are
Messrs. H. W. McKay Belk (Chairman), John M. Belk, Henson and Jones. The Audit
Committee evaluates audit performance, handles relations with the Company's
independent accountants and evaluates policies and procedures relating to
internal accounting functions and controls. The Audit Committee recommends to
the Board of Directors the appointment of the independent accountants for the
Company. The Board of Directors adopted a written charter for the Audit
Committee on May 10, 2000, a copy of which is attached as Appendix A. The Audit
Committee met four times in 2000. All members of the Audit Committee are
independent, as defined by NASD Rule 4200(15), except for Mr. Henson. Mr.
Henson is not independent because he was an executive officer of the Company
until May 31, 2000 and because he received compensation from the Company, other
than compensation for board service, in excess of $60,000 during the last
fiscal year. Until December 13, 2000, Mr. Henson served as chairman of the
Audit Committee. On December 13, 2000, in response to new NASD rules concerning
the composition of audit committees, the Board of Directors changed the
composition of the Company's Audit Committee. However, the Board of Directors
decided to retain Mr. Henson on the Audit Committee to serve the best interests
of the Company and its stockholders. The Board of Directors believes his
knowledge of the Company and the industry, together with his long tenure as
Chairman of the Audit Committee and his familiarity with the Company's internal
auditors and independent accountants and their procedures, will enable the
Committee to better perform its function of evaluating the integrity of the
Company's financial statements and reviewing the Company's external and
internal audit processes.
The Board of Directors has a Compensation Committee whose current members
are Messrs. McWherter (Chairman), H. W. McKay Belk and Ware. The Compensation
Committee administers the Company's compensation plans, reviews and establishes
the compensation of the Company's officers and makes recommendations to the
Board of Directors concerning such compensation and related matters. The
Compensation Committee met three times in 2000.
The Board of Directors does not have a standing Nominating Committee.
7
EXECUTIVE COMPENSATION
The table below shows certain compensation information for the three
fiscal years ended December 31, 2000 concerning the Company's Chief Executive
Officer and certain of its other most highly compensated executive officers
(collectively, the "Named Executive Officers").
Summary Compensation Table
Annual Compensation
-----------------------------------------
Long-Term
Other Annual Compensation All Other
Name and Principal Position Year Salary Bonus Compensation(1) Payouts Compensation(2)
- ----------------------------- ------ ----------- ----------- ----------------- ------------------- ----------------
J. Frank Harrison, III 2000 $607,101 $658,705 $206,063 $ 1,424,676(3) $257,940
Chairman of the Board of 1999 604,692 470,935 188,233 -- 258,670
Directors and Chief 1998 536,456 607,102 125,155 -- 254,260
Executive Officer
William B. Elmore 2000 243,333 127,488 (4) -- 26,175
President and 1999 209,210 81,475 (4) -- 24,192
Chief Operating Officer 1998 190,675 70,018 (4) -- 18,744
Reid M. Henson (5) 2000 180,754 0 (4) -- 313,892
Retired Vice Chairman of 1999 421,962 328,432 (4) -- 66,362
the Board of Directors 1998 402,022 423,644 (4) -- 61,768
James L. Moore, Jr. 2000 571,407 621,488 55,138 -- 114,031
Vice Chairman of the 1999 553,491 430,999 (4) -- 114,075
Board of Directors 1998 522,554 550,868 (4) -- 110,147
Robert D. Pettus, Jr. 2000 279,575 152,388 (4) -- 55,170
Executive Vice President 1999 263,750 103,088 (4) -- 52,778
and Assistant to the 1998 232,292 131,250 (4) -- 47,370
Chairman
David V. Singer 2000 328,800 178,808 (4) -- 57,770
Executive Vice President 1999 317,637 124,200 (4) -- 54,948
and Chief Financial Officer 1998 290,272 153,115 (4) -- 51,501
- ------
(1) With respect to Mr. Harrison, III, includes $142,453, $153,265 and $104,698
attributable to the use of corporate transportation for fiscal years 2000,
1999 and 1998, respectively. With respect to Mr. Moore, for fiscal year
2000, includes $44,061 in country club dues and an associated tax gross
up.
(2) The components of the amounts shown in this column consist of (a) Company
contributions to the Company Savings Plan for Messrs. Harrison, Elmore,
Henson, Moore, Pettus and Singer of $5,250 each for fiscal year 2000,
$5,000 each for fiscal year 1999 and $3,800 each (except Mr. Elmore, who
was credited with $1,298) for fiscal year 1998, (b) Company contributions
to the Supplemental Savings Incentive Plan for Messrs. Harrison, Elmore,
Henson, Moore, Pettus and Singer, respectively, of $21,755, $13,236,
$17,105, $24,028, $24,742 and $14,477 for fiscal year 2000, $20,711,
$11,596, $20,455, $23,431, $22,876 and $13,472 for fiscal year 1999 and
$17,709, $9,820, $17,982, $20,018, $18,516 and $11,468 for fiscal year
1998, (c) split-dollar life insurance premiums paid by the Company for the
benefit of Messrs. Harrison, Elmore, Henson, Moore, Pettus and Singer,
respectively, of $229,931, $7,337, $18,400, $82,054, $23,986 and $18,839
for fiscal year 2000, $231,486, $7,337, $36,800, $82,054, $23,986 and
$18,839 for fiscal
8
year 1999 and $231,748, $7,337, $36,800, $82,054, $23,986 and $18,839 for
fiscal year 1998 and (d) excess group life insurance premiums paid by the
Company for the benefit of Messrs. Harrison, Elmore, Henson, Moore, Pettus
and Singer, respectively, of $1,004, $352, $0, $2,699, $1,192 and $504 for
fiscal year 2000, $1,473, $259, $4,107, $3,590, $916 and $437 for fiscal
year 1999 and $1,003, $289, $3,186, $4,275, $1,068 and $494 for fiscal year
1998. With respect to Mr. Henson, the amount shown in this column also
includes $204,167 received by Mr. Henson under his consulting agreement.
See "Employment Agreements" for a discussion of the consulting agreement.
With respect to Mr. Singer, the amount shown in this column also includes
$18,700, $17,200 and $16,900 for fiscal year 2000, fiscal year 1999 and
fiscal year 1998, respectively, of director compensation received from
South Atlantic Canners, a co-operative in which the Company is a member.
(3) 20,000 shares of restricted Class B Common Stock (the "Restricted Stock")
vested on January 1, 2001. See "Report of the Compensation Committee on
Annual Compensation of Executive Officers." The value of the payout was
calculated as of December 29, 2000 and assumes that each share of Class B
Common Stock has the same value as a share of Common Stock and also
includes $667,176 paid to Mr. Harrison, III to cover his tax liabilities
with respect to the vesting of the Restricted Stock.
(4) Such Named Executive Officer did not receive personal benefits during the
listed years in excess of the lesser of $50,000 and 10% of his annual
salary and bonus.
(5) Mr. Henson retired as Vice Chairman of the Board of Directors and as an
employee of the Company effective May 31, 2000.
Aggregated Fiscal Year-End Option Information
The table below sets forth certain information related to the fiscal year
end number and value of stock options held by Mr. Harrison, III, the only Named
Executive Officer holding any stock options.
Number of Shares Value of
Underlying Unexercised
Unexercised Options In-the-Money Options
at FY-End(#) at FY-End($)
------------------------------- ------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- --------------------------- ------------- --------------- ------------- --------------
J. Frank Harrison, III 150,000 -- 1,218,750 --
Retirement Plan
The Company has in effect a retirement plan for the majority of its
non-union employees including the Named Executive Officers (the "Retirement
Plan") providing for payments computed on an actuarial basis. The following
table sets forth the estimated annual benefits payable upon retirement at age
65 to persons born in 1950 at the compensation and years of service
classifications set forth below.
ANNUAL BENEFIT UNDER RETIREMENT PLAN
Years of Service
-------------------------------------------------------------
Five-Year
Average Compensation 15 Years 20 Years 25 Years 30 Years 35 Years
- ---------------------- ---------- ---------- ---------- ---------- ---------
$ 125,000 $24,271 $32,361 $40,451 $48,591 $48,541
150,000 30,271 40,361 50,451 60,541 60,541
170,000(1) 35,071 46,761 58,451 70,141 70,141
9
- ------
(1) Prior to 1989, the formula for determining benefits under the Retirement
Plan did not limit the amount of compensation that could be considered.
Benefits that accrue after December 31, 1988, however, are limited as to
the amount of compensation that may be considered. The maximum amount of
compensation that could be considered was initially set at $200,000 in
1989 and was reduced to $150,000 in 1994, in each case, however, subject
to cost of living adjustments. The maximum amount of compensation that
could be considered in determining benefits under the Retirement Plan for
employees (including Named Executive Officers) was $170,000 through the
end of 2000. Because the annual benefit amount is the same for all
compensation levels greater than $170,000, information for compensation
levels above $170,000 is not presented.
The benefits listed in the table are based on straight life annuity
amounts and are not subject to any deduction for social security or other
offset amounts, except to the extent that the benefits formula includes average
compensation in excess of covered compensation (i.e., the average of the social
security taxable wage base during the 35 year period ending in the year that
the participant reaches full social security retirement age). At any point,
this taxable wage base is assumed to continue without increasing for all years
after the year in which it is calculated. As of December 31, 2000, the Named
Executive Officers have the following years of service for purposes of the
Retirement Plan: Mr. Harrison III, 24 years; Mr. Elmore, 16 years; Mr. Henson,
18 years; Mr. Moore, 14 years; Mr. Pettus, 16 years; and Mr. Singer, 15 years.
Pursuant to these assumptions, covered compensation for 2000 for the Named
Executive Officers was: Mr. Harrison, III, $68,220; Mr. Elmore, $70,116; Mr.
Henson, $44,970; Mr. Moore, $50,688; Mr. Pettus, $55,992; and Mr. Singer
$70,116.
Officer Retention Plan
Under the Company's Officer Retention Plan (the "Retention Plan"),
eligible participants (including Named Executive Officers) normally receive a
20-year annuity payable in equal monthly installments commencing at retirement
or, in certain instances, upon termination of employment or after a change in
control (as defined below). The retirement benefits under the Retention Plan
increase with each year of participation as set forth in an agreement between
the participant and the Company. Benefits under the Retention Plan are reduced
by 50% for participants who do not remain in the employment of the Company
until they reach age 60, except in the event of total disability or in certain
circumstances following a change in control. The Retention Plan also contains a
lump sum death benefit. If a participant dies before annuity payments have
begun, this death benefit equals the retirement benefit accrued as of the date
of death, reduced by 50% if before death the participant's employment had
terminated by severance rather than retirement. If a participant dies after
annuity payments have begun, the present value of the remaining monthly
installments (assuming an 8% per annum discount rate) is paid to the
participant's beneficiary in a lump sum.
In certain change in control situations (as defined below), a participant
can elect to be paid 100% of the retirement benefits to which he was entitled
at the time of such change in control plus 50% of any increase in his
retirement benefits that accrued between the date of the change in control and
the date of such election. For purposes of the Retention Plan, these change in
control situations generally include both (a) the acquisition by any person or
group of voting control of the Company (which is presumed to occur if J. Frank
Harrison, Jr. and his descendants cease to have
10
50% of the total votes of common stock for the election of directors) and (b)
either an adverse change in the Retention Plan or termination of a
participant's employment without cause, demotion or a material reduction in
compensation and benefits of a participant.
The estimated annual benefits payable upon retirement at age 60 for each
of the Named Executive Officers are currently: Mr. Harrison, III,
$1,359,160; Mr. Elmore, $471,538; Mr. Henson, $163,182; Mr. Moore,
$383,391; Mr. Pettus, $393,378; and Mr. Singer, $702,523.
Supplemental Savings Incentive Plan
Pursuant to the Company's Supplemental Savings Incentive Plan
("Supplemental Savings Plan"), eligible participants may elect to defer a
portion of their annual salary and bonus. The Company matches 30% of the first
6% of salary (excluding bonuses) deferred by the participant. The Company also
may make discretionary contributions to participants' accounts. These
discretionary contributions are intended to offset the reductions in maximum
benefits payable under the Retirement Plan. Participants are immediately vested
in all contributions they make and become fully vested in Company contributions
upon death, disability, retirement at or after age 55, five years of service
(vesting in 20% annual increments) or a change in control (as defined below).
Participant deferrals and contributions are deemed invested in either a fixed
benefit option or certain investment funds specified by the Company. Balances
in the fixed benefit option accrue up to a 13% return (depending upon the
participant's age, years of service and other factors).
For purposes of the Supplemental Savings Plan, a change in control
generally occurs in the following circumstances:
a) when a person or group acquires shares of the Company's capital stock
having the voting power to designate a majority of the Company's Board of
Directors;
b) when a person or group acquires or possesses shares of the Company's
capital stock having a greater voting power regarding the election of the
Board of Directors than the shares owned by the Harrison family;
c) upon the sale or disposition of all or substantially all of the assets
of the Company and its subsidiaries outside the ordinary course of
business other than to a person or group controlled by the Company or the
Harrison family; or
d) upon the merger or consolidation of the Company with another entity
where the Company is not the surviving entity.
During 2000, Company contributions for the Named Executive Officers under
the Supplemental Savings Plan were: Mr. Harrison, III, $21,755; Mr. Elmore,
$13,236; Mr. Henson, $17,105; Mr. Moore, $24,028; Mr. Pettus, $24,742; and Mr.
Singer, $14,477. No Named Executive Officer received a distribution under the
Supplemental Savings Plan in 2000.
11
Employment Arrangements
James L. Moore, Jr., is employed pursuant to an employment agreement at an
annual salary of at least $275,000. Mr. Moore is also entitled to fringe
benefits that are made available generally to the Company's other executive
officers. The employment agreement may be terminated at any time by either
party. If Mr. Moore's employment is terminated by the Company for cause or Mr.
Moore resigns, he will receive benefits accrued through the date of
termination. If the Company terminates Mr. Moore's employment without cause,
Mr. Moore will receive severance of $440,000 per year for two years.
The Company has entered into an agreement with J. Frank Harrison, Jr., who
previously served as the Company's Chairman of the Board of Directors, pursuant
to which Mr. Harrison, Jr. agreed to continue to serve as a director of the
Company and as chairman of the Board's Executive and Finance Committees. Mr.
Harrison, Jr. has agreed to (a) assist the Company with major strategic
decisions and special projects, (b) provide the Company with general oversight
and guidance and (c) assist the Company in maintaining good relations with The
Coca-Cola Company. Mr. Harrison, Jr. receives a fee of $200,000 per year for
his consulting services and a retirement benefit of $500,000 per year under
this agreement. Mr. Harrison, Jr. is provided with insurance and other fringe
benefits comparable with the Company's past practices. The agreement contains
confidentiality and non-competition provisions and provides that, in the event
of a Change in Control of the Company, Mr. Harrison, Jr. will continue to
receive the retirement benefit for the remainder of his lifetime. The agreement
is for a one-year term and automatically renews for additional one-year terms.
The Company has entered into a consulting agreement with Reid M. Henson,
who previously served as a Vice Chairman of the Company's Board of Directors,
pursuant to which Mr. Henson agreed to continue to serve as a director of the
Company until his term expires in 2002. Mr. Henson has also agreed to assist
the Company with major projects and provide the Company general oversight and
guidance. Mr. Henson receives a fee of $350,000 per year for his consulting
services under this agreement. The Agreement does not modify the retiree
benefits to which Mr. Henson is otherwise entitled. The agreement is for a term
of five years but is subject to termination by Mr. Henson or upon Mr. Henson's
death, disability or failure to perform his duties under the Agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Until February 24, 2000, H. W. McKay Belk, Ned R. McWherter and Charles L.
Wallace served on the Compensation Committee. Carl Ware replaced Mr. Wallace
upon Mr. Wallace's resignation from the Board of Directors on February 24,
2000. None of such persons has ever been an officer or employee of the Company
or any of its subsidiaries.
REPORT OF THE COMPENSATION COMMITTEE
ON ANNUAL COMPENSATION OF EXECUTIVE OFFICERS
The Board's Compensation Committee, currently composed of Messrs. H. W.
McKay Belk, Ned R. McWherter and Carl Ware, administers the Company's
compensation plans, reviews executive compensation and makes recommendations to
the Board concerning such compensation and related
12
matters. This report relates to the Company's compensation policy for its
executive officers, including the Named Executive Officers, for fiscal year
2000.
The Company's executive compensation policy is designed to establish an
appropriate relationship between executive pay and the creation of long term
shareholder value, while motivating and retaining key employees. To achieve
these goals, the Company's executive compensation policy supplements annual
base compensation with an opportunity to earn bonuses based upon corporate
performance as well as factors related to each individual's performance.
Accordingly, a significant portion of any executive's compensation may consist
of performance-based bonuses. Measurement of corporate performance is primarily
based on Company objectives, which are set based on industry conditions and
industry-wide and Company performance levels and approved by the Board of
Directors. The performance of individual executives is evaluated on the basis
of both pre-determined performance goals for the Company and factors related to
the contributions of each individual.
Base salaries, including the base salary of J. Frank Harrison, III, the
Company's Chairman and Chief Executive Officer, were adjusted from the prior
year. The Committee periodically reviews base salary levels for its executives
in comparison with those of other companies in the soft drink bottling
industry, as well as other industries. For fiscal 2000, the Committee primarily
relied upon a study published by Watson Wyatt Data Services that surveyed 1,545
public corporations, including many "Fortune 500" companies but excluding
financial services companies and non-profits. The survey provided compensation
information by separate categories of employers. Employer categorization
factors included those defined by industry, size and geographic location. The
Company strives to maintain base executive salaries at a level that will permit
it to compete with other major companies for managers with comparable
qualifications and abilities. Based on information contained in the Watson
Wyatt survey, the Compensation Committee believes that the overall compensation
of the Company's executive officers places them above the median compensation
of similarly situated executives in all industries covered by the survey. The
Committee believes that Mr. Harrison, III's overall compensation places him
above the median compensation of similarly situated executives.
Other factors considered by the Committee in its periodic review of
executive salary levels include (i) the Company's total operating budget for
each fiscal year, (ii) the impact of annual changes in the consumer price
index, and (iii) a comparison of the Company's executive compensation program
to available information concerning that of other public companies in the soft
drink bottling industry. Due to wide disparities in levels of executive
compensation revealed in the published information regarding the companies
included in the Company's peer group index, the Compensation Committee did not
believe that such information provided a meaningful basis for evaluating the
overall compensation of the Company's executive officers for the current fiscal
year, and therefore relied principally upon the information contained in the
Watson Wyatt survey for purposes of such evaluation.
The Company's Annual Bonus Plan is administered by the Compensation
Committee, which annually selects participants who hold key positions with the
Company or its subsidiaries. The total cash bonus awardable to a participant is
determined by multiplying such participant's base salary
13
by three factors: (i) the participant's approved bonus percentage factor; (ii)
the participant's indexed performance factor; and (iii) the Company's overall
goal achievement factor. The participant's approved bonus percentage factor is
based on the relative responsibility and contribution to the Company's
performance attributed to the participant's position with the Company, while
the individual's indexed performance factor is determined by such individual's
actual performance during the fiscal year (except that, for purposes of section
162(m) of the Internal Revenue Code, the indexed performance factor for the
Named Executive Officers is set at the beginning of the fiscal year). The
overall goal achievement factor is determined by the Company's performance in
relation to pre-set Company performance goals, as discussed below.
Annual goals for selected Company performance indicators are set either in
the fourth quarter preceding a fiscal year or the first quarter of a fiscal
year. These goals are reviewed by the Compensation Committee and approved by
the Board of Directors. The selected performance indicators for fiscal year
2000 were operating cash flow, free cash flow, net income, equivalent case
volume, market share and a value measure. The Compensation Committee assigns
different weights to each of the performance indicators based on the perceived
need to focus more or less on any particular objective in a given year. The
corporate performance indicators and related weights are established after
evaluating industry conditions, available information on the performance of
other companies in the soft drink bottling industry, the Company's prior year
performance and the Company's specific needs for the current year. For 2000,
the following weights were assigned to the performance indicators: operating
cash flow -- 40%; free cash flow -- 30%; net income -- 10%; equivalent case
volume -- 5%; market share -- 5%; and value measure -- 10%. The performance
indicators, as weighted, make up the Company's overall goal achievement factor,
which is calculated on the basis of a graduated scale ranging from a goal
achievement of between 89% and 110% of each particular performance indicator.
Target goals were met or exceeded for four of the performance indicators. For
one of the performance indicators, actual performance exceeded the pay out
threshold of 89% but was below the 100% target and for the sixth performance
indicator actual performance was below the pay out threshold.
Although the Company's Annual Bonus Plan enables the Compensation
Committee to calculate bonuses derived from the factors described above, the
Compensation Committee has absolute discretion to decrease or eliminate awards
under the Company's Annual Bonus Plan. The Compensation Committee elected to
award bonuses to executive officers, including Mr. Harrison, III, in an amount
equal to 108.5% of 2000 base salary multiplied by each officer's approved bonus
percentage factor. The amount of annual bonus awards under the Annual Bonus
Plan for each of the Named Executive Officers for the years 1998, 1999 and 2000
is included in the Summary Compensation Table under the heading "Bonuses."
During 1999, Mr. Harrison, III received a restricted stock award of
200,000 shares of the Company's Class B Common Stock that vests in equal
installments over a 10 year period subject to the achievement of at least 80%
of the overall goal achievement factor for the selected performance indicators
used in determining bonuses under the Company's Annual Bonus Plan. The award
also includes cash payments by the Company to Mr. Harrison, III for the
reimbursement of income taxes
14
related to the vesting of restricted stock. This restricted stock award is
intended to qualify as "performance-based compensation" under Section 162(m) of
the Internal Revenue Code. The primary purpose of the award is to make a
significant portion of Mr. Harrison, III's compensation dependent on the
Company achieving its performance goals. The award was approved by the
Company's stockholders at the annual meeting held on May 12, 1999. The first
20,000 shares failed to vest based on fiscal year 1999 performance. The second
20,000 shares vested, effective January 1, 2001, based on the determination of
the Compensation Committee that at least 80% of the overall goal achievement
factor had been obtained for fiscal year 2000.
The Company's total annual compensation package for its executives also
includes the opportunity: (i) to participate, on the same basis as other
non-union employees, in the Coca-Cola Bottling Co. Consolidated Savings Plan;
(ii) to participate in the Officers' Split-Dollar Life Insurance Plan; (iii) to
participate in the Company's Retirement Plan; (iv) to elect to defer a portion
of base compensation and receive limited matching contributions from the
Company under the Supplemental Savings Incentive Plan; and (v) for certain key
executives selected by the Compensation Committee, to receive additional
retirement and survivor benefits pursuant to the Officer Retention Plan. This
overall package is designed to attract and retain qualified executives and to
ensure that such executives have a continuing stake in the long-term success of
the Company.
The Company believes that all compensation paid or payable to its
executive officers covered under Section 162(m) of the Internal Revenue Code
will qualify for deductibility under such section. The Company's compensation
policies apply equally to all of its executive officers, including the Chief
Executive Officer.
Submitted by the Compensation Committee of the Board of Directors.
H. W. McKay Belk Carl Ware
Ned R. McWherter
15
REPORT OF THE AUDIT COMMITTEE
The Board's Audit Committee, currently composed of Messrs. H.W. McKay
Belk, John M. Belk, Reid M. Henson and H. Reid Jones, evaluates audit
performance, handles relations with the Company's independent accountants and
evaluates policies and procedures relating to internal accounting functions and
controls. This report relates to the activities taken by the Audit Committee in
fulfilling such role.
The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. The Company's management has the primary
responsibility for the financial statements and reporting process, including
the Company's systems of internal controls. In fulfilling its oversight
responsibilities, the Committee reviewed with management the audited financial
statements included in the Annual Report on Form 10-K for the fiscal year ended
December 31, 2000. This review included a discussion of the quality and the
acceptability of the Company's financial reporting and controls.
The Committee also reviewed with the Company's independent accountants,
who are responsible for expressing an opinion on the conformity of the
Company's audited financial statements with generally accepted accounting
principles, their judgments as to the quality and the acceptability of the
Company's financial reporting and such other matters as are required to be
discussed with the Committee under generally accepted auditing standards
including Statement on Auditing Standards No. 61. In addition, the Committee
discussed with the independent accountants their independence from management
and the Company, including the matters in their written disclosures required by
the Independence Standards Board including Standard No. 1.
The Committee further discussed with the Company's internal auditors and
independent accountants the overall scope and plans for their respective
audits. The Committee meets periodically with the internal auditors and
independent accountants to discuss the results of their examinations, their
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting.
In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-K for the fiscal year
ended December 31, 2000 for filing with the Securities and Exchange Commission.
Submitted by the Audit Committee of the Board of Directors.
H. W. McKay Belk
John M. Belk
Reid M. Henson
H. Reid Jones
16
COMMON STOCK PERFORMANCE GRAPH
Presented below is a line graph comparing the yearly percentage change in
the cumulative, total return on the Company's Common Stock against the
cumulative total return of the Standard & Poor's 500 Index and a peer group for
the period commencing December 31, 1995 and ending December 29, 2000, covering
the Company's last five fiscal years. This peer group is comprised of
Anheuser-Busch Companies, Inc.; Cadbury Schweppes plc (through September 2000);
Coca-Cola Enterprises Inc.; The Coca-Cola Company; Cott Corporation; National
Beverage Corp.; PepsiCo, Inc.; The Quaker Oats Company; Triarc Companies, Inc.;
PepsiAmericas (formerly known as Whitman Corporation); and The Seagram Company
Ltd (through September 2000).
CUMULATIVE TOTAL RETURN
Based upon an initial investment of $100 on December 31, 1995
with dividends reinvested
[LINE CHART APPEARS BELOW WITH THE FOLLOWING INFORMATION:]
Dec-95 Dec-96 Dec-97 Dec-98 Dec-99 Dec-00
------ ------ ------ ------ ------ ------
Coca-Cola Bottling Co. $100 $143 $207 $175 $147 $120
Consolidated
S&P 500* $100 $123 $164 $211 $255 $232
Peer Group $100 $129 $165 $184 $165 $198
- ------
(1) Assumes that $100 was invested in the Company's Common Stock, in the
Standard & Poor's 500 Index and in the peer group on December 31, 1995 and
that all dividends were reinvested on a quarterly basis. Returns for the
companies included in the peer group have been weighted on the basis of the
total market capitalization for each company.
17
CERTAIN TRANSACTIONS
Transactions with The Coca-Cola Company
Concentrates and Syrups; Marketing Programs. The Company's business
consists primarily of producing, marketing and distributing soft drink products
of The Coca-Cola Company, which is the sole owner of the secret formulas under
which the primary components (either concentrates or syrups) of its soft drink
products are manufactured. Accordingly, the Company purchases a substantial
majority of its requirements of concentrates and syrups from The Coca-Cola
Company in the ordinary course of its business. During fiscal year 2000, the
Company paid The Coca-Cola Company approximately $237 million for sweetener,
syrup, concentrate and other miscellaneous purchases. Additionally, the Company
engages in a variety of marketing programs, local media advertising and similar
arrangements to promote the sale of products of The Coca-Cola Company in
bottling territories operated by the Company. During fiscal year 2000, total
direct marketing support provided to the Company by The Coca-Cola Company was
approximately $51 million. The Company also earned approximately $1 million
from The Coca-Cola Company in 2000 related to cold drink infrastructure
support. The marketing funding related to cold drink infrastructure support is
covered under a multi-year agreement that includes certain annual performance
requirements. The Company was in compliance with all such performance
requirements in 2000, as amended. In addition, the Company spent approximately
$26 million on local media and marketing expenses pursuant to cooperative
advertising and cooperative marketing arrangements with The Coca-Cola Company.
Piedmont Coca-Cola Bottling Partnership. On July 2, 1993, Piedmont
Coca-Cola Bottling Partnership (the "Partnership") was formed by wholly owned
subsidiaries of the Company and The Coca-Cola Company to engage in the business
of distributing and marketing finished bottle, can and fountain beverage
products under trademarks of The Coca-Cola Company and other third party
licensors in portions of North Carolina, South Carolina, Virginia and Georgia.
The Company and The Coca-Cola Company each beneficially own a 50% interest in
the Partnership. The Partnership has an initial term of 25 years subject to
early termination as a result of certain events. Each partner's partnership
interest is subject to certain limitations on transfer, rights of first refusal
and other purchase rights upon the occurrence of specified events. The
partnership agreement obligates the Company to negotiate in good faith with The
Coca-Cola Company between July 2, 1999 and July 2, 2001 to purchase The
Coca-Cola Company's interest. If the Company does not purchase The Coca-Cola
Company's interest, The Coca-Cola Company has the option from July 3, 2001 to
July 2, 2002 to require the Company to negotiate in good faith to sell its
interest to The Coca-Cola Company. The Company and The Coca-Cola Company have
not yet agreed on the terms of any such transaction.
The Company manufactures and packages products and manages the Partnership
pursuant to a management agreement. In connection with the management
agreement, the Company receives a fee based on total case sales, reimbursement
for its out-of-pocket expenses and reimbursement for sales branch, divisional
and certain other expenses. The term of the management agreement is 25 years,
subject to early termination in the event of certain change in control events,
a termination of the Partnership or a material default by either party. During
2000, the Company received management fees of $13.6 million from the
Partnership. The Company sells product at cost to the
18
Partnership. These sales amounted to $53.5 million in 2000. The Company
subleases various fleet and vending equipment to the Partnership at cost. These
sublease rentals amounted to $11.0 million in 2000. The Partnership also
subleases various fleet and vending equipment to the Company at cost. These
sublease rentals amounted to $.2 million during fiscal year 2000.
Stock Rights and Restrictions Agreement. Pursuant to a Stock Rights and
Restrictions Agreement dated January 27, 1989 (the "Rights and Restrictions
Agreement") between the Company and The Coca-Cola Company, The Coca-Cola
Company agreed (a) not to acquire additional shares of Common Stock or Class B
Common Stock except in certain circumstances and (b) not to sell or otherwise
dispose of shares of Class B Common Stock without first converting them into
Common Stock except in certain circumstances. The Coca-Cola Company granted the
Company a right of first refusal with respect to any proposed disposition of
any shares owned by it and the Company granted The Coca-Cola Company certain
registration rights with respect to such shares. In the Rights and Restrictions
Agreement, The Coca-Cola Company agreed that if its equity ownership reaches
30.67% or more of the Company's outstanding common stock of all classes, or its
voting interest reaches 23.59% or more of the votes of all outstanding shares
of all classes, then it will (i) negotiate in good faith with the Company to
sell to the Company the number of shares of Common Stock or Class B Common
Stock necessary to reduce its equity ownership to 29.67% of the outstanding
common stock of all classes and (ii) convert the number of shares of Class B
Common Stock necessary to maintain its ownership of Class B Common Stock to
between 20% and 21% of the outstanding shares of Class B Common Stock and to
maintain its voting interest at between 22.59% and 23.59% of the votes of all
outstanding shares of all classes.
Additionally, if the Company issues new shares of Class B Common Stock
upon the conversion or exercise of any security, warrant or option of the
Company that results in The Coca-Cola Company owning less than 20% of the
outstanding shares of Class B Common Stock and less than 20% of the total votes
of all outstanding shares of all classes of the Company, The Coca-Cola Company
has the right to exchange shares of Common Stock for shares of Class B Common
Stock in order to maintain its ownership of at least 20% of the outstanding
shares of Class B Common Stock and at least 20% of the total votes of all
outstanding shares of all classes of the Company. Under the Rights and
Restrictions Agreement, The Coca-Cola Company also has a preemptive right to
purchase a percentage of any newly issued shares of any class in order for it
to maintain ownership of both 29.67% of the outstanding shares of common stock
of all classes and 22.59% of the total votes of all outstanding shares of all
classes. Each of the percentages referenced in this paragraph and the preceding
paragraph are subject to downward adjustment if The Coca-Cola Company
voluntarily disposes of shares of Common Stock or Class B Common Stock or if
the Company exercises its right of redemption referred to below.
Pursuant to the Rights and Restrictions Agreement, The Coca-Cola Company
has also granted the Company the right, from January 27, 1995 through January
27, 2019, to call for redemption in full or in part that number of shares that
would reduce The Coca-Cola Company's ownership of the equity of the Company to
20% at a price (which will not be less than $42.50 per share except with
respect to shares acquired pursuant to the rights described in the preceding
two paragraphs) and on such terms as set forth in the Rights and Restrictions
Agreement. The option will expire prior
19
to the end of its stated term if Messrs. Harrison, III and Harrison, Jr. cease
to exercise voting control with respect to the Company.
The Coca-Cola Company was also given the right to have its designee
proposed by the Company for nomination to the Company's Board of Directors and
to have such person nominated at each subsequent election of the Company's
directors, subject to certain conditions. Carl Ware's appointment as a director
of the Company was made in accordance with the terms of this agreement. Mr.
Ware is Executive Vice President, Public Affairs and Administration of The
Coca-Cola Company.
Voting Agreement and Irrevocable Proxy. The Coca-Cola Company, Mr.
Harrison, Jr., Mr. Harrison, III and Mr. Henson, in his capacity as co-trustee
of certain trusts, also entered into a Voting Agreement dated January 27, 1989
(the "Voting Agreement"). Pursuant to the Voting Agreement, Messrs. Harrison,
Jr., Harrison, III and Henson (as co-trustee) agreed to vote their shares of
Common Stock and Class B Common Stock for a nominee of The Coca-Cola Company
for election as a director to the Company's Board of Directors, and The
Coca-Cola Company granted an irrevocable proxy (the "Irrevocable Proxy") with
respect to all shares of Class B Common Stock and Common Stock owned by The
Coca-Cola Company to Mr. Harrison, III for life and thereafter to Mr. Harrison,
Jr. The Irrevocable Proxy covers all matters on which holders of Class B Common
Stock or Common Stock are entitled to vote, other than certain mergers,
consolidations, asset sales and other fundamental corporate transactions.
Pursuant to the terms of the Voting Agreement, Mr. Harrison, III (or, in
the event of his death, Mr. Harrison, Jr.) was granted the option (assignable
to the Company or to Mr. Harrison, Jr.) to purchase the shares of Class B
Common Stock held by The Coca-Cola Company for $38.50 per share plus an amount
sufficient to give The Coca-Cola Company a 25% compounded annual rate of return
from May 7, 1987 after taking into account dividends and other distributions
previously received thereon. This option may be exercised if the
disproportionate voting rights of the Class B Common Stock are terminated for
certain reasons.
The Voting Agreement and Irrevocable Proxy terminate upon the written
agreement of the parties or at such time as The Coca-Cola Company no longer
beneficially owns any shares of the Company's Common Stock. The Irrevocable
Proxy also terminates at such time as either (a) Mr. Harrison, Jr. or Mr.
Harrison, III do not beneficially own the 712,796 shares of Class B Common
Stock that are currently part of the holdings of the Harrison Family Limited
Partnerships or (b) certain trusts holding shares of Class B Common Stock
subject to the Voting Agreement do not beneficially own at least 50% of the
Class B Common Stock held by them at the date of the Voting Agreement.
Other Transactions
The Company has a production arrangement with Coca-Cola Enterprises Inc.
to buy and sell finished products at cost. Sales to Coca-Cola Enterprises Inc.
under this agreement were $20.0 million in fiscal year 2000. Purchases from
Coca-Cola Enterprises Inc. under this agreement were $15.0 million in fiscal
year 2000.
20
On September 29, 2000, subsidiaries of the Company sold substantially all
of their assets (including bottling authorizations from The Coca-Cola Company)
related to the Company's Kentucky and Ohio bottling territories to Coca-Cola
Enterprises Inc. The total purchase price paid by Coca-Cola Enterprises Inc.
was $23.0 million. The price was the result of arms length negotiations between
the Company and Coca-Cola Enterprises Inc.
The Company leased its Snyder Production Center from Harrison Limited
Partnership One ("HLP") pursuant to a ten-year lease that was to expire on
November 30, 2002. HLP's sole general partner is a corporation of which Mr.
Harrison, Jr. is the sole stockholder. HLP's sole limited partner is a trust of
which Mr. Harrison, III and Mr. Henson are co-trustees and Mr. Harrison, Jr.
and his descendants are beneficiaries. On August 9, 2000, a Special Committee
comprised of Messrs. H.W. McKay Belk, John M. Belk, McWherter and Jones, all
independent members of the Board of Directors of the Company, approved the sale
of property and improvements adjacent to the Snyder Production Center to HLP
and a new lease of both the conveyed property and the Snyder Production Center
from HLP expiring December 15, 2010. The Special Committee based its decision
on the appraisals and opinions delivered by two independent valuation experts.
The sale closed on December 15, 2000 at a price of $10.5 million. Rent expense
for this property totaled $2.9 million in 2000.
The Company leases its corporate headquarters and an adjacent office
building from Beacon Investment Corporation, of which Mr. Harrison, III is the
sole stockholder. Total payments under this lease were $3.6 million in 2000.
The Company purchases certain computerized data management products and
services from Data Ventures LLC, of which the Company holds a 31.25% equity
interest and Mr. Harrison, III owns a 32.5% equity interest. During fiscal year
2000, the Company paid $414,000 to Data Ventures LLC in connection with the
purchase of such products and services. Data Ventures LLC has an unsecured line
of credit from the Company. Borrowings of $2.8 million were outstanding on the
line of credit on December 29, 2000. Borrowings bear interest at the prime rate
as published by The Wall Street Journal, less one percent, adjusted on the
first day of each month.
During fiscal year 2000, the Company paid legal fees of $195,091 to Witt,
Gaither & Whitaker, P.C., a law firm in which John W. Murrey, III, a director
of the Company, is a stockholder.
INDEPENDENT ACCOUNTANTS
General
PricewaterhouseCoopers LLP, independent public accountants, audited the
financial statements of the Company for fiscal year 2000 and for each fiscal
year since 1968. Representatives of PricewaterhouseCoopers LLP are expected to
be present at the Annual Meeting of Stockholders with an opportunity to make a
statement if they desire to do so, and they are expected to be available to
respond to appropriate questions. The Board of Directors, consistent with past
practice, will defer the annual selection of independent accountants until
after the Annual Meeting of Stockholders. The Audit Committee of the Board of
Directors will then consider the engagement of independent public accountants
to audit the Company's financial statements for the current fiscal year
21
and will make its recommendation to the Board of Directors for final approval.
The Audit Committee has considered whether the provision of services by
PricewaterhouseCoopers LLP other than the audit of the financial statements of
the Company for fiscal year 2000 and the review of the financial statements for
the first three quarters of fiscal year 2000 is compatible with maintaining
PricewaterhouseCoopers LLP's independence.
Audit Fees
PricewaterhouseCoopers LLP billed the Company $231,000 for professional
services rendered for the audit of the Company's annual financial statements
for fiscal year 2000 and the reviews of the financial statements included in
the Company's Quarterly Reports on Form 10-Q filed for the first three quarters
of 2000.
Financial Information Systems Design and Implementation Fees
PricewaterhouseCoopers LLP rendered no professional services for the
design and implemention of financial information systems to the Company during
fiscal year 2000.
All Other Fees
PricewaterhouseCoopers LLP billed the Company $65,188 for all professional
services rendered during fiscal year 2000 other than audits, reviews and
financial information systems design and implementation.
STOCKHOLDER PROPOSALS
If any stockholder wishes to present a proposal to the stockholders of the
Company at the 2002 Annual Meeting of Stockholders, such proposal must be
received by the Company for inclusion in the proxy statement and form of proxy
relating to such meeting on or before December 6, 2001. In addition, if the
Company receives notice of stockholder proposals after February 19, 2002, then
the persons named as proxies in such proxy statement and form of proxy will
have discretionary authority to vote on such stockholder proposals, without
discussion of such matters in the proxy statement and without such proposals
appearing as a separate item on the proxy card.
Additional Information
The entire cost of soliciting proxies will be borne by the Company. In
addition to this proxy statement, proxies may be solicited by the Company's
directors, officers and other employees by personal contact, telephone,
facsimile and e-mail. Such persons will receive no additional compensation for
such services. Georgeson & Co., Inc., Wall Street Plaza, New York, New York
10005 has been retained to assist the Company in the solicitation of brokers,
banks and other similar entities holding shares for other persons. Georgeson &
Co., Inc. will receive a payment of $6,500 (plus out-of-pocket expenses) for
these services. All brokers, banks and other similar entities and other
custodians, nominees and fiduciaries will be requested to forward solicitation
materials to the beneficial owners of the shares of Common Stock held of record
by such persons, and the Company
22
will pay such brokers, banks and other fiduciaries all of their reasonable
out-of-pocket expenses incurred in connection therewith.
FORM 10-K
A copy of the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission is available to stockholders without charge
upon written request to David V. Singer, Executive Vice President and Chief
Financial Officer, Coca-Cola Bottling Co. Consolidated, P. O. Box 31487,
Charlotte, North Carolina 28231.
/s/ Henry W. Flint
Henry W. Flint
Secretary
April 6, 2001
23
Appendix A
COCA-COLA BOTTLING CO. CONSOLIDATED
AUDIT COMMITTEE CHARTER
I. Committee Role
The Audit Committee's role is to act on behalf of the Board of Directors
(the "Board") in the oversight of all material aspects of the Company's
financial reporting, internal control and audit functions. The Audit
Committee's role includes a particular focus on the qualitative aspects of
financial reporting to shareholders and on Company processes and procedures for
the management of business and financial risk and for compliance with
significant regulatory requirements.
II. Committee Membership
The membership of the Audit Committee (the "Committee") shall comply at
all times with applicable requirements of law. Accordingly, prior to the date
that the Company first files a proxy statement relating to a vote of the
Company's stockholders occurring after December 15, 2000, the Board shall
appoint to the Committee, in the manner prescribed by the Bylaws of the
Company, members who meet the following criteria:
1. The Committee shall consist of at least three independent Board
members, subject to the limited exception described below. "Independent" Board
members are non-officer members who are free of any relationship to the Company
that may interfere with the exercise of independent judgment. The following
persons shall not be considered independent:
(a) a director who is employed by the Company or any of its affiliates
for the current year or any of the past three years;
(b) a director who has accepted any compensation from the Company or any
of its affiliates in excess of $60,000 during the previous fiscal year,
other than compensation for board service, benefits under a tax-qualified
retirement plan or non-discretionary compensation;
(c) a director who is a member of the immediate family of an individual
who is, or has been in any of the past three years, employed by the Company
or any of its affiliates as an executive officer. Immediate family includes
a person's spouse, parents, children, siblings, mother-in-law, father-in-law,
brother-in-law, sister-in-law, son-in-law, daughter-in-law, and anyone who
resides in such person's home;
(d) a director who is a partner in, or a controlling shareholder or an
executive officer of, any for-profit business organization to which the
Company made, or from which the Company received, payments (other than
those arising solely from investments in the Company's securities) that
exceed 5% of the Company's or business organization's consolidated gross
revenues for that year, or $200,000, whichever is more, in any of the past
three years; and
(e) a director who is employed as an executive of another entity where
any of the Company's executives serve on that entity's compensation
committee.
A-1
Notwithstanding the foregoing, one director who is not independent and is
not a current employee or an immediate family member of such employee may be
appointed to the Committee if the Board, under exceptional and limited
circumstances, determines that membership on the Committee by the individual is
required in the best interests of the Company and its stockholders, and the
Board discloses, in the next annual proxy statement subsequent to such
determination, the nature of the relationship and the reasons for that
determination.
2. Committee members should have (a) knowledge of the primary industries
in which the Company operates; (b) the ability to read and understand
fundamental financial statements, including the balance sheet, statements of
operations and cash flows and key performance indicators; and (c) the ability
to understand key business and financial risks and related controls and control
processes. The Committee shall have access to its own counsel and other
advisors at the Committee's sole discretion.
3. Committee appointments, including that of the Chairman, shall be
approved by the full Board.
4. At least one member of the Committee shall have past employment
experience in finance or accounting, requisite professional certification in
accounting, or any other comparable experience or background that results in
the individual's financial sophistication, including service as a chief
executive officer, chief financial officer or other senior officer with
financial oversight responsibilities.
III. Primary Committee Responsibilities
In meetings its resonsibilities, the Committee is expected to:
1. Provide an open avenue of communication between the internal auditors,
the independent accountants, management, and the Board.
2. Review and update the Committee's charter annually with approval by the
Board. The Company's annual proxy statement will disclose that a
charter has been adopted. A copy of the charter will be included as an
appendix to the annual proxy statement at least once every three years.
3. Recommend to the Board the independent accountants to be appointed,
evaluate the performance of the independent accountants, approve the
compensation of the independent accountants, and review and approve the
discharge of the independent accountants. Independent accountants are
ultimately accountable to the Board and to the Committee as
representatives of the Company's stockholders.
4. Review and concur in the appointment, compensation, replacement,
reassignment, or dismissal of the director of internal auditing.
5. Confirm and take or recommend any appropriate actions to assure the
independence of the internal auditor and the independent accountants.
Obtain written disclosures regarding the independent accountants'
independence as required by the Independence Standards Board and
discuss with the independent accountants all significant relationships
to determine the independent accountants' independence.
A-2
6. Inquire of management, the director of internal auditing, and the
independent accountants about significant risks or exposures and assess
the steps management has taken to minimize such risks to the Company.
7. Consider, in consultation with the independent accountants and the
director of internal auditing, the audit scope and plan of the internal
auditors and the independent accountants.
8. Review with the director of internal auditing and the independent
accountants the coordination of audit effort to assure completeness of
coverage, reduction of redundant efforts, and the effective use of
audit resources.
9. Consider and review with the independent accountants and the director
of internal auditing:
(a) The adequacy of the Company's internal controls including
computerized information system controls and security.
(b) Any related significant findings and recommendations of the
independent accountants and internal auditing together with
management's responses thereto.
10. Review with management and the independent accountants at the
completion of the annual examination:
(a) The Company's annual financial statements and related footnotes.
(b) The independent accountants' audit of the financial statements
and their report thereon.
(c) Any significant changes required in the independent accountants'
audit plan.
(d) Any serious difficulties or disputes with management encountered
during the course of the audit.
(e) Other matters related to the conduct of the audit, which are to
be communicated to the Committee under generally accepted
auditing standards.
11. Consider and review with management and the director of internal
auditing.
(a) Significant findings during the year and management's responses
thereto.
(b) Any significant difficulties encountered in the course of their
audits, including any restrictions on the scope of their work or
access to required information.
(c) Any significant changes required in the planned scope of their
audit plan.
(d) The internal auditing department budget and staffing.
(e) The internal auditing department's compliance with Institute of
Internal Auditor's Standards of Professional Practice of Internal
Auditing.
12. Through its Chairman, review with management and the independent
accountants interim financial information prior to public releases of
quarterly results and filings on Form 10-Q.
A-3
13. Review annual filings on Form 10-K prior to filing with the Securities
and Exchange Commission.
14. Review with the director of internal auditing and results of internal
auditing's review of the Company's compliance with its Code of Business
Conduct.
15. Review regulatory matters that may have a material impact on the
financial statements and related Company compliance policies.
16. As necessary, meet with the director of internal auditing, the
independent accountants, and management in separate executive sessions
to discuss any matters that the Committee or these groups believe
should be discussed privately with the Committee.
17. Report Committee actions to the Board with such recommendations as the
Committee may deem appropriate.
18. Conduct or authorize investigations into any matters within the
Committee's scope of responsibilites. The Committee shall be empowered
to retain independent counsel, accountants, or others to assist it in
the conduct of any investigation.
19. Meet at least three times per year or more frequently as circumstances
require. The Committee may ask members of management or others to
attend the meeting and provide pertinent information as necessary.
20. Issue a report annually to be included in the Company's annual proxy
statement. This report will disclose that the Committee has:
(a) Reviewed and discussed audited financial statements with
management.
(b) Discussed with the independent accountants the matters required
to be discussed by Statement on Auditing Standards No. 61, as may
be modified or supplemented.
(c) Received from and discussed with the independent accountants
disclosures regarding the independent accountants' independence
(including and disclosures required by Independence Standards
Board Standard No. 1).
(d) Based on its reviews and discussions, recommended to the Board
that the audited financial statements be included in the
Company's Annual Report on Form 10-K for the last fiscal year for
filing with the Securities and Exchange Commission.
21. Perform such other functions as assigned by law, the Company's charter
or bylaws, or the Board.
A-4
Appendix B
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
This Proxy is Solicited on Behalf of the Board of Directors
PROXY COCA-COLA BOTTLING CO. CONSOLIDATED
Annual Meeting of Stockholders, May 9, 2001
The undersigned hereby appoints J. Frank Harrison, III, J. Frank Harrison,
Jr., James L. Moore, Jr. and Ned R. McWherter, and each of them, proxies, with
full power of substitution, to act and to vote the shares of Common Stock or
Class B Common Stock which the undersigned is entitled to vote at the Annual
Meeting of Shareholders to be held on May 9, 2001, and any adjournment
thereof, as follows:
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(Except as marked to the contrary to vote for all nominees listed
below) below
J. Frank Harrison, III; J. Frank Harrison, Jr.; Ned R. McWherter; James
L. Moore, Jr.
(Instruction: To withhold authority to vote for any individual write that
nominee's name in the space provided below.)
-----------------------------------------------------------------------
2. Acting upon any other business which may be properly brought before said
meeting or any adjournment thereof.
(continued on other side)
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
(continued from other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
IN FAVOR OF THE ELECTION OF ALL NOMINEES AS DIRECTORS AND WILL BE VOTED IN
ACCORDANCE WITH THE BEST JUDGMENT OF THE PROXYHOLDERS IN ACTING UPON ANY OTHER
BUSINESS WHICH MAY BE PROPERLY BROUGHT BEFORE SAID MEETING OR ANY ADJOURNMENT OR
ADJOURNMENTS THEREOF.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders, dated April 6, 2001, and the Proxy Statement furnished
therewith.
If you plan to attend the Annual
Meeting of Stockholders on May 9,
2001, please check the following
box: [ ]
Dated this ---- day of -------------, 2001
-----------------------------(Seal)
Note: Signature should agree with
name on stock certificate as
printed thereon. Executors,
administrators, trustees and other
fiduciaries and persons signing on
behalf of corporations or
partnerships, should so indicate
when signing.
Please sign, date and return this Proxy in the accompanying prepaid
self-addressed envelope. Thank You.