UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
Coca-Cola Bottling Co. Consolidated
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
191098102
(CUSIP Number)
Gary P. Fayard
Senior Vice President and Chief Financial Officer
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404) 676-2121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Carol Crofoot Hayes, Esq.
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404) 676-2121
January 2, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), (f) or (g), check the
following box [ ].
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 10
SCHEDULE 13D
CUSIP No. - 191098102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Coca-Cola Company
58-0628465
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,984,495 shares of Common Stock, $1.00 par value per
EACH share
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,984,495 shares of Common Stock, $1.00 par value per
WITH share
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,984,495 shares of Common Stock, $1.00 par value per share
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.05%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 10
SCHEDULE 13D
CUSIP No. - 191098102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Coca-Cola Trading Company LLC
59-1764184
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,984,495 shares of Common Stock, $1.00 par value per
EACH share
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,984,495 shares of Common Stock, $1.00 par value per
WITH share
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,984,495 shares of Common Stock, $1.00 par value per share
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.05%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 10
SCHEDULE 13D
CUSIP No. - 191098102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Coca-Cola Oasis, Inc.
88-0320762
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,984,495 shares of Common Stock, $1.00 par value per
EACH share
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,984,495 shares of Common Stock, $1.00 par value per
WITH share
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,984,495 shares of Common Stock, $1.00 par value per share
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.05%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 4 of 10
SCHEDULE 13D
CUSIP No. - 191098102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carolina Coca-Cola Bottling Investments, Inc.
58-2056767
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,984,495 shares of Common Stock, $1.00 par value per
EACH share
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,984,495 shares of Common Stock, $1.00 par value per
WITH share
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,984,495 shares of Common Stock, $1.00 par value per share
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.05%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 5 of 10
AMENDMENT NO. 23
TO
STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
This Amendment No. 23 amends and supplements the original Schedule 13D
filed on May 18, 1987 by The Coca-Cola Company, as amended by Amendments 1
through 22 (the "Schedule 13D"). Terms used herein and not otherwise defined
shall have the meanings given such terms in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated as follows:
This statement is being filed by The Coca-Cola Company, and three of The
Coca-Cola Company's direct or indirect wholly owned subsidiaries, namely
The Coca-Cola Trading Company LLC ("Trading Company"), Coca-Cola Oasis,
Inc. ("Oasis") and Carolina Coca-Cola Bottling Investments, Inc.
("Carolina" and, together with The Coca-Cola Company, Trading Company and
Oasis, the "Reporting Persons"). Each of The Coca-Cola Company, Oasis and
Carolina is a Delaware corporation, having its principal executive office
at One Coca-Cola Plaza, Atlanta, Georgia 30313, telephone (404)676-2121.
Trading Company is a Delaware limited liability company, having its
principal executive office at One Coca-Cola Plaza, Atlanta, Georgia 30313,
telephone (404)676-2121. Carolina is a direct wholly owned subsidiary of
Oasis, Oasis is a direct wholly owned subsidiary of Trading Company, and
Trading Company is a direct wholly owned subsidiary of The Coca-Cola
Company.
The Coca-Cola Company is the largest manufacturer, distributor and marketer
of soft drink concentrates and syrups in the world, as well as the world's
largest distributor and marketer of juice and juice-drink products.
Certain information with respect to the directors or managers and executive
officers of the Reporting Persons is set forth in Exhibit A(99.1) attached
hereto, including each director's or manager's, as applicable, and each
executive officer's business address, present principal occupation or
employment, citizenship and other information.
None of the Reporting Persons nor, to the best of their knowledge, any
director, manager, executive officer or controlling person of any Reporting
Person has, during the last five years, been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (b) a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding any Reporting Person
or any director, manager, executive officer or controlling person of any
Reporting Person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, or finding any violation with respect to federal or state
securities laws.
Page 6 of 10
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented by adding to the information
previously filed under this Item the following:
Piedmont Coca-Cola Bottling Partnership (formerly known as CCBCC
Coca-Cola Bottling Partnership and Carolina Coca-Cola Bottling Partnership,
and called the "Partnership" in this Amendment), was formed pursuant to a
Partnership Agreement dated July 2, 1993, as amended ("Partnership
Agreement"), between Carolina Coca-Cola Bottling Investments, Inc., a
subsidiary of The Coca-Cola Company ("KO Subsidiary"), and subsidiaries of
Coca-Cola Bottling Co. Consolidated ("Coke Consolidated").
On January 2, 2002, Piedmont Partnership Holding Company, a wholly
owned indirect subsidiary of The Coca-Cola Company ("Piedmont") sold a
4.651% interest in the Partnership to Coca-Cola Ventures, Inc., a wholly
owned indirect subsidiary of Coke Consolidated ("Ventures"), for a purchase
price of $10 million. Following the sale, Piedmont has a 45.349% interest
in the Partnership and Ventures has a 54.651% interest in the Partnership.
Piedmont recognized a gain of approximately $4 million from the sale.
In connection with the sale, Piedmont and Ventures amended the
Partnership Agreement to reflect the new ownership percentages and to make
certain other non-substantive changes.
The Coca-Cola Company invests in bottling operations such as Coke
Consolidated in order to maximize the strength and efficiency of its
production, distribution and marketing systems around the world. In line
with this bottling strategy, The Coca-Cola Company regularly reviews its
options relating to its investments in bottling operations throughout the
world, including its investment in Coke Consolidated. As part of this
review, The Coca-Cola Company from time to time may consider, evaluate and
propose various possible transactions involving Coke Consolidated or its
subsidiaries, which could include, without limitation:
Page 7 of 10
(i) the possible acquisition of additional securities of Coke
Consolidated, or the disposition of securities of Coke
Consolidated;
(ii) possible extraordinary corporate transactions (such as a merger,
consolidation or reorganization) involving Coke Consolidated or
any of its subsidiaries, including with other bottling companies
in which one or more of the Reporting Persons may have a direct
or indirect equity interest; or
(iii) the possible acquisition by Coke Consolidated or its
subsidiaries of assets or interests in one or more bottling
companies, including other bottling companies in which one or
more of the Reporting Persons may have a direct or indirect
equity interest, or the possible sale of assets or bottling
operations by Coke Consolidated or its subsidiaries.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended and supplemented by adding to the information
previously filed under this Item the following:
Exhibit A (99.1) - Directors and Executive Officers of the Reporting
Persons
Exhibit B (99.2) - Securities Purchase Agreement, dated as of January 2,
2002, between Piedmont Partnership Holding Company
and Coca-Cola Ventures, Inc.
Exhibit C (99.3) - Assignment, dated as of January 2, 2002, between
Piedmont Partnership Holding Company and Coca-Cola
Ventures, Inc.
Exhibit D (99.4) - Master Amendment to Partnership Agreement, Management
Agreement and Definition and Adjustment Agreement,
entered into as of January 2, 2002, by and among
Piedmont Coca-Cola Bottling Partnership, CCBC of
Wilmington, Inc., The Coca-Cola Company, Piedmont
Partnership Holding Company, Coca-Cola Bottling Company
Consolidated, and Coca-Cola Ventures, Inc.
Page 8 of 10
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
THE COCA-COLA COMPANY
By: /s/ Gary P. Fayard
--------------------------------
Gary P. Fayard
Senior Vice President and
Chief Financial Officer
Date: January 11, 2002
THE COCA-COLA TRADING COMPANY
LLC
By: /s/ Gary P. Fayard
--------------------------------
Gary P. Fayard
Vice President and
Chief Financial Officer
Date: January 11, 2002
COCA-COLA OASIS, INC.
By: /s/ Gary P. Fayard
-------------------------------
Gary P. Fayard
Chief Financial Officer
Date: January 11, 2002
CAROLINA COCA-COLA BOTTLING
INVESTMENTS, INC.
By: /s/ Gary P. Fayard
-------------------------------
Gary P. Fayard
President
Date: January 11, 2002
Page 9 of 10
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
A (99.1) Directors, Managers and Executive Officers of the
Reporting Persons
B (99.2) Securities Purchase Agreement, dated as of January 2,
2002, between Piedmont Partnership Holding Company and
Coca-Cola Ventures, Inc.
C (99.3) Assignment, dated as of January 2, 2002, between
Piedmont Partnership Holding Company and Coca-Cola
Ventures, Inc.
D (99.4) Master Amendment to Partnership Agreement, Management
Agreement and Definition and Adjustment Agreement,
entered into as of January 2, 2002, by and among
Piedmont Coca-Cola Bottling Partnership, CCBC of
Wilmington, Inc., The Coca-Cola Company, Piedmont
Partnership Holding Company, Coca-Cola Bottling Company
Consolidated, and Coca-Cola Ventures, Inc.
Page 10 of 10
EXHIBIT A (99.1)
DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY
Set forth below is the name, business address and present occupation or
employment of each director and executive officer of The Coca-Cola Company.
Except as indicated below, each such person is a citizen of the United States.
None of the directors and executive officers named below beneficially owns any
Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated.
Directors of The Coca-Cola Company who are also executive officers of The
Coca-Cola Company are indicated by an asterisk. Except as indicated below, the
business address of each executive officer of The Coca-Cola Company is One
Coca-Cola Plaza, Atlanta, Georgia 30313.
DIRECTORS OF THE COCA-COLA COMPANY
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
---- -------------------- -------
Douglas N. Daft* Chairman of the Board of Directors
and Chief Executive Officer of The
Coca-Cola Company
Mr. Daft is a citizen of Australia.
Herbert A. Allen President and Chief Executive Allen & Company
Officer of Allen & Company Incorporated
Incorporated, a privately held 711 Fifth Avenue
investment banking firm New York, NY 10022
Ronald W. Allen Consultant to and advisory director Monarch Tower
of Delta Air Lines, Inc., a major Suite 1745
U.S. air transportation company 3424 Peachtree Road, N.E.
Atlanta, GA 30326
Cathleen P. Black President of Hearst Magazines, a Hearst Magazines
unit of The Hearst Corporation, a 959 8th Avenue
major media and communications New York, NY 10019
company
Warren E. Buffett Chairman of the Board of Directors Berkshire Hathaway Inc.
and Chief Executive Officer of 1440 Kiewit Plaza
Berkshire Hathaway Inc., a Omaha, NE 68131
diversified holding company
Susan B. King President of The Leadership Duke University
Initiative, a support corporation The Leadership Initiative
of Duke University, charged with Box 90545
the establishment of undergraduate Durham, NC 27708-0545
college leadership programs
Donald F. McHenry Distinguished Professor in the The IRC Group, LLC
Practice of Diplomacy and 1320 19th Street, N.W.
International Affairs, Georgetown Suite 410
University; a principal owner and Washington, D.C. 20036
President of The IRC Group, LLC, a
New York City and Washington, D.C.
consulting firm
Page 11 of 19
DIRECTORS OF THE COCA-COLA COMPANY - cont'd
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
---- -------------------- -------
Sam Nunn Partner in the law firm of King & King & Spalding
Spalding since January 1997 191 Peachtree Street
Atlanta, GA 30303-1763
Paul F. Oreffice Retired as Chairman of the Board 11120 North 107th Way
of Directors and Chief Executive Scottsdale, AZ 85259
Officer of The Dow Chemical
Company in 1992 (The Dow Chemical
Company is a diversified chemical,
metals, plastics and packaging
company)
James D. Robinson III Chairman and Chief Executive RRE Investors, LLC
Officer of RRE Investors, LLC, a 22nd Floor
private information technology 126 East 56th Street
venture investment firm; General New York, NY 10022
Partner of RRE Ventures, L.P.; and
Chairman of Violy, Byorum &
Partners Holdings, LLC, a private
firm specializing in financial
advisory and investment banking
activities in Latin America
Peter V. Ueberroth Investor and Chairman of The The Contrarian Group, Inc.
Contrarian Group, Inc., a business Suite 111
management company 1071 Camelback Street
Newport Beach, CA 92660
James B. Williams Director and Chairman of the SunTrust Banks, Inc.
Executive Committee of SunTrust P.O. Box 4418
Banks, Inc., a bank holding Atlanta, GA 30302
company
Page 12 of 19
EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
---- -------------------- -------
Brian G. Dyson Vice Chairman and Chief Operating Officer
Jeffrey T. Dunn Executive Vice President and President
and Chief Operating Officer, Americas
Group
Steven J. Heyer Executive Vice President and President
and Chief Operating Officer, Coca-Cola
Ventures
Mary Minnick President and Chief Operating Officer,
Coca-Cola Asia Group
Alexander R.C. Allan Executive Vice President and President
and Chief Operating Officer, Europe,
Eurasia and Middle East Group
Carl Ware Executive Vice President, Public Affairs
Deval L. Patrick Executive Vice President and General
Counsel
Gary P. Fayard Senior Vice President and Chief Financial
Officer
Stephen C. Jones Senior Vice President and Chief Marketing
Officer
Page 13 of 19
MANAGERS AND EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY LLC
Set forth below is the name, business address and present occupation or
employment of each manager and executive officer of The Coca-Cola Trading
Company LLC. Except as indicated below, each such person is a citizen of the
United States. None of the managers and executive officers named below
beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling
Co. Consolidated. Managers of The Coca-Cola Trading Company LLC who are also
executive officers of The Coca-Cola Trading Company LLC are indicated by an
asterisk. Except as indicated below, the business address of each manager and
executive officer of The Coca-Cola Trading Company LLC is One Coca-Cola Plaza,
Atlanta, Georgia 30313.
MANAGERS OF THE COCA-COLA TRADING COMPANY, LLC
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
---- -------------------- -------
Steven J. Heyer Executive Vice President of The Coca-Cola
Company; President and Chief Executive
Officer, Coca-Cola Ventures
Gary P. Fayard* Senior Vice President and Chief Financial
Officer of The Coca-Cola Company
Deval L. Patrick Executive Vice President and General
Counsel of The Coca-Cola Company
Page 14 of 19
EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY LLC
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
---- -------------------- -------
Kenneth L. Carty Assistant Vice President and Director of
Global Procurement and Trading of The
Coca-Cola Company; President of The
Coca-Cola Trading Company LLC
Steve M. Whaley Vice President and General Tax Counsel of
The Coca-Cola Company; Vice President,
General Tax Counsel and Assistant
Treasurer of The Coca-Cola Trading
Company LLC
Gary P. Fayard Senior Vice President and Chief Financial
Officer of The Coca-Cola Company; Vice
President and Chief Financial Officer of
The Coca-Cola Trading Company LLC
Vincent M. Gioe Chief Financial Officer, Commercial
Product Supply of The Coca-Cola Company;
Vice President - Finance of The Coca-Cola
Trading Company LLC
G. Lynette White Director of Marketing Finance of The
Coca-Cola Company; Vice President of The
Coca-Cola Trading Company LLC
William L. Hovis Director of Global Products of The
Coca-Cola Company; Vice President of The
Coca-Cola Trading Company LLC
Frederick Yochum Vice President of The Coca-Cola Company;
Director of Commercial Products Supply of
The Coca-Cola Company; Vice President of
The Coca-Cola Trading Company LLC
David M. Taggart Vice President and Treasurer of The
Coca-Cola Company; Treasurer of The
Coca-Cola Trading Company LLC
Eduardo M. Carreras Senior Intellectual Property Counsel of
The Coca-Cola Company; General Counsel of
The Coca-Cola Trading Company LLC
Page 15 of 19
DIRECTORS AND EXECUTIVE OFFICERS OF COCA-COLA OASIS, INC.
Set forth below is the name, business address, present occupation or
employment of each director and executive officer of Coca-Cola Oasis, Inc.
Except as indicated below, each such person is a citizen of the United
States. None of the directors and executive officers named below
beneficially owns any Common Stock or Class B Common Stock of Coca-Cola
Bottling Co. Consolidated. Directors of Coca-Cola Oasis, Inc. who are also
executive officers of Coca-Cola Oasis, Inc. are indicated by an asterisk.
Except as indicated below, the business address of each director and
executive officer of Coca-Cola Oasis, Inc. is One Coca-Cola Plaza, Atlanta,
Georgia 30313.
DIRECTORS OF COCA-COLA OASIS, INC.
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
---- -------------------- -------
Steven J. Heyer Executive Vice President of The Coca-Cola
Company; President and Chief Executive
Officer, Coca-Cola Ventures
Gary P. Fayard* Senior Vice President and Chief Financial
Officer of The Coca-Cola Company
Charles B. Fruit* Vice President and Chief of Staff,
Coca-Cola Marketing Division; Vice
President of The Coca-Cola Company
Page 16 of 19
EXECUTIVE OFFICERS OF COCA-COLA OASIS, INC.
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
---- -------------------- -------
Charles B. Fruit Vice President and Chief of Staff,
Coca-Cola Marketing Division; Vice
President of The Coca-Cola Company;
President of Coca-Cola Oasis, Inc.
Gary P. Fayard Senior Vice President and Chief Financial
Officer of The Coca-Cola Company; Chief
Financial Officer of Coca-Cola Oasis,
Inc.
David M. Taggart Vice President and Treasurer of The
Coca-Cola Company; Vice President and
Treasurer of Coca-Cola Oasis, Inc.
W. Dexter Brooks Vice President and Assistant Secretary
of Coca-Cola Oasis, Inc.
Steve M. Whaley Vice President and General Tax Counsel of
The Coca-Cola Company; Vice President and
General Tax Counsel of Coca-Cola Oasis,
Inc.
G. Lynette White Director of Marketing Finance of The
Coca-Cola Company; Vice President of The
Coca-Cola Trading Company LLC
Page 17 of 19
DIRECTORS AND EXECUTIVE OFFICERS OF CAROLINA COCA-COLA
BOTTLING INVESTMENTS, INC.
Set forth below is the name, business address, present occupation or
employment of each director and executive officer of Carolina Coca-Cola Bottling
Investments, Inc. Except as indicated below, each such person is a citizen of
the United States. None of the directors and executive officers named below
beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling
Co. Consolidated. Directors of Carolina Coca-Cola Bottling Investments, Inc. who
are also executive officers of Carolina Coca-Cola Bottling Investments, Inc. are
indicated by an asterisk. Except as indicated below, the business address of
each director and executive officer of Carolina Coca-Cola Bottling Investments,
Inc. is One Coca-Cola Plaza, Atlanta, Georgia 30313.
DIRECTORS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
---- -------------------- -------
Gary P. Fayard* Senior Vice President and Chief Financial
Officer of The Coca-Cola Company
Connie D. McDaniel* Vice President and Controller of The
Coca-Cola Company
David M. Taggart* Vice President and Treasurer of The
Coca-Cola Company
Page18 of 19
EXECUTIVE OFFICERS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
---- -------------------- -------
Gary P. Fayard Senior Vice President and Chief Financial
Officer of The Coca-Cola Company;
President of Carolina Coca-Cola Bottling
Investments, Inc.
Connie D. McDaniel Vice President and Controller of The
Coca-Cola Company; Vice President and
Chief Financial Officer of Carolina
Coca-Cola Bottling Investments, Inc.
David M. Taggart Vice President and Treasurer of The
Coca-Cola Company; Vice President,
Treasurer and Assistant Secretary of
Carolina Coca-Cola Bottling Investments,
Inc.
Page 19 of 19
EXHIBIT B (99.2)
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of January 2,
2002, by and between Piedmont Partnership Holding Company, a Delaware
corporation ("KO Subsidiary"), and, Coca-Cola Ventures, Inc., a Delaware
corporation ("Consolidated Subsidiary").
W I T N E S S E T H:
WHEREAS, each of KO Subsidiary and Consolidated Subsidiary owns a 50%
general partnership interest in Piedmont Coca-Cola Bottling Partnership, a
Delaware general partnership (the "Partnership"); and
WHEREAS, the Partnership was formerly known as Carolina Coca-Cola Bottling
Partnership; and
WHEREAS, the Partnership was formed pursuant to the Partnership Agreement
of Carolina Coca-Cola Bottling Partnership, dated as of July 2, 1993, as amended
by the First Amendment, dated as of August 5, 1993, and the Second Amendment,
dated as of August 12, 1993 (as amended, the "Partnership Agreement"); and
WHEREAS, KO Subsidiary desires to sell to Consolidated Subsidiary and
Consolidated Subsidiary desires to purchase from KO Subsidiary, on the terms and
subject to the conditions set forth herein, a 4.651% interest in the capital,
profits and losses of the Partnership, including, without limitation, 9.302% of
KO Subsidiarys Capital Account, KO Subsidiarys rights to allocations of net
profit and net loss and distributions of cash flow and capital items of the
Partnership (the "Interest") .
NOW, THEREFORE, in consideration of the representations, warranties and
agreements set forth herein and for other good and valuable consideration the
receipt and adequacy of which is hereby acknowledged, the parties hereto agree
as follows.
1 Purchase and Sale. Upon the terms and subject to the conditions set forth
in this Agreement, KO Subsidiary agrees to sell to Consolidated Subsidiary, and
Consolidated Subsidiary agrees to purchase from KO Subsidiary, the Interest (the
"Sale") for an aggregate purchase price of $10 million (the Purchase Price).
2. Representations and Warranties of KO Subsidiary. KO Subsidiary hereby
represents and warrants to Consolidated Subsidiary as of the date hereof as
follows:
(a) KO Subsidiary (i) is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and
(ii) has all requisite corporate power and authority to execute, deliver
and perform its obligations under this Agreement.
(b) The execution, delivery and performance of this Agreement by KO
Subsidiary has been duly authorized by all requisite corporate action and
no further consent or authorization of KO Subsidiary, its Board of
Directors or its stockholders is required. This Agreement has been duly
executed and delivered by KO Subsidiary and, when duly authorized, executed
and delivered by Consolidated Subsidiary, will constitute the valid and
binding obligations of KO Subsidiary enforceable against KO Subsidiary in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, fraudulent conveyance or transfer,
moratorium or similar laws affecting the enforcement of creditors' rights
generally and by general principles of equity relating to enforceability
(regardless of whether considered in a proceeding at law or in equity).
(c) No consent, approval, authorization or order ("Consent") of any
court, governmental agency or other body or of any other third party is
required for execution and delivery by KO Subsidiary of this Agreement or
the performance of its obligations hereunder, other than those that (i) may
arise under the Partnership Agreement or (ii) as may already have been
received.
(d) Neither the execution and delivery by KO Subsidiary of this
Agreement nor the performance by KO Subsidiary of any of its obligations
hereunder violates, conflicts with, results in a breach of, or constitutes
a default (or an event which with the giving of notice or the lapse of time
or both would be reasonably likely to constitute a default) under (i) the
certificate of incorporation or other organizational documents of KO
Subsidiary; (ii) any decree, judgment, order, law, rule, regulation or
other restriction of any court, governmental agency or body, or arbitrator
having jurisdiction over KO Subsidiary or any of its subsidiaries, other
than the Partnership, or any of their respective properties or, (iii)
except as set forth in paragraph (c) above, the terms of any material
agreement to which KO Subsidiary or any of its subsidiaries, other than the
Partnership, is a party, by which KO Subsidiary or any of its subsidiaries,
other than the Partnership, is bound, or to which any of the properties or
assets of KO Subsidiary or any of its subsidiaries, other than the
Partnership, are subject, other than violations, conflicts, breaches or
defaults which, individually or in the aggregate, would not have a material
adverse effect on the ability of KO Subsidiary to perform its obligations
hereunder.
(e) KO Subsidiary has good and valid title to the Interest, free and
clear of any security interests, liens, claims or other encumbrances (other
than encumbrances that may arise under the Partnership Agreement and
federal or state securities laws).
(f) There are no brokerage commissions, finder's fees or similar fees
or
2
commissions payable by KO Subsidiary in connection with the transactions
contemplated hereby.
3. Representations and Warranties of Consolidated Subsidiary. Consolidated
Subsidiary hereby represents and warrants to KO Subsidiary as of the date hereof
as follows:
(a) Consolidated Subsidiary (i) is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware and (ii) has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement.
(b) The execution, delivery and performance of this Agreement by
Consolidated Subsidiary has been duly authorized by all requisite corporate
action and no further consent or authorization of Consolidated Subsidiary,
its Board of Directors or its stockholders is re- quired. This Agreement
has been duly executed and delivered by Consolidated Subsidiary and, when
duly authorized, executed and delivered by KO Subsidiary, will constitute
the valid and binding obligations of Consolidated Subsidiary enforceable
against Consolidated Subsidiary in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance or transfer, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general principles of
equity relating to enforceability (regardless of whether considered in a
proceeding at law or in equity).
(c) No Consent of any court, governmental agency or other body or any
other third party is required for execution and delivery by Consolidated
Subsidiary of this Agreement or the performance of its obligations
hereunder other than those that (i) may arise under the Partnership
Agreement or (ii) are set forth on Schedule I hereto, which Consents have
already been received.
(d) Neither the execution and delivery by Consolidated Subsidiary of
this Agreement nor the performance by Consolidated Subsidiary of any of its
obligations hereunder violates, conflicts with, results in a breach of, or
constitutes a default (or an event which with the giving of notice or the
lapse of time or both would be reasonably likely to constitute a default)
under (i) the certificate of incorporation or other organizational
documents of Consolidated Subsidiary, (ii) any decree, judgment, order,
law, rule, regulation or other restriction of any court, governmental
agency or body, or arbitrator having jurisdic- tion over Consolidated
Subsidiary or any of its subsidiaries or any of their respective properties
or assets, or (iii) the terms of any material agreement to which
Consolidated Subsidiary or any of its subsidiaries is a party, by which
Consolidated Subsidiary or any of its subsidiaries are bound, or to which
any of the properties or assets of Consolidated Subsidiary or any of its
subsidiaries are subject, other than violations, conflicts, breaches or
defaults which, individually or in the aggregate, would not have a material
adverse effect on the ability of Consolidated Subsidiary to perform its
obligations hereunder.
3
(e) The Interest is being acquired by Consolidated Subsidiary for its
own account and with no intention of distributing or reselling the Interest
or any part thereof in any transaction that would be in violation of the
securities laws of the United States of America, or any state, without
prejudice, however, to the rights of Consolidated Subsidiary at all times
to sell or otherwise dispose of all or any part of the Interest under an
effective registration available under the Securities Act of 1933, as
amended (the Securities Act) or an applicable exemption from registration,
and subject, nevertheless, to the disposition of Consolidated Subsidiary's
property being at all times within its control. If Consolidated Subsidiary
should in the future decide to dispose of all or any portion of the
Interest, Consolidated Subsidiary understands and agrees that it may do so
only in compliance with the Securities Act and applicable state securities
laws, as then in effect.
(f) Consolidated Subsidiary understands that the Interests has not
been and will not be registered under the Securities Act for the reason
that the sale provided for in this Agreement is exempt pursuant to Section
4(2) of the Securities Act and that the reliance of KO Subsidiary on such
exemption is predicated in part on Consolidated Subsidiary's
representations set forth herein. Consolidated Subsidiary represents that
it is experienced in evaluating companies such as the Partnership, has such
knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of its investment and has the ability to
suffer the total loss of its investment.
(g) Consolidated Subsidiary is an "accredited investor" within the
meaning of Rule 501 of Regulation D under the Securities Act.
(h) There are no brokerage commissions, finder's fees or similar fees
or commissions payable by Consolidated Subsidiary in connection with the
transactions contemplated hereby.
4. Survival of the Representations, Warranties, etc. The respective
representations, warranties and agreements made in this Agreement shall survive
the date hereof.
5. Closing. The closing of the Sale (the "Closing") shall occur on the date
hereof. At the Closing, (a) KO Subsidiary shall deliver to Consolidated
Subsidiary: (i) a duly executed Assignment of Interest and (ii) a duly executed
Master Amendment to Partnership Agreement, Management Agreement and Definition
and Adjustment Agreement and (b) Consolidated Subsidiary shall deliver to KO
Subsidiary: (i) the Purchase Price by wire transfer of immediately available
funds, (ii) a duly executed Assignment of Interest and (iii) a duly executed
Master Amendment to Partnership Agreement, Management Agreement and Definition
and Adjustment Agreement.
6. Tax Covenants. KO Subsidiary and Consolidated Subsidiary each covenants
and agrees to cause the Partnership to timely file federal and, if applicable,
state income tax returns
4
including Internal Revenue Form 1065) for the Partnerships taxable year
during which the Closing occurs and, unless such elections would already be in
effect, to include with the federal return an election under section 754 of the
Internal Revenue Code of 1986, as amended, or any successor statute thereto (the
Code) to adjust the basis of Partnership property under section 734(b) with
respect to distributions of Partnership property and section 743(b) of the Code
with respect to transfers of partnership interests of the Partnership (and to
include with such state income tax returns any comparable election that may be
applicable with respect to any state income tax return to be filed by the
Partnership) (the Section 754 Elections). The Section 754 Elections shall be
filed in such form and manner as determined by Consolidated Subsidiary in its
sole discretion. In addition, if requested by Consolidated Subsidiary, KO
Subsidiary shall join with Consolidated Subsidiary to cause the Partnership to
timely file protective Section 754 Elections with any other income tax returns
filed by the Partnership with respect to its 2002 fiscal year in such form and
manner as Consolidated Subsidiary in its sole discretion deems to be appropriate
to be assured that the adjustments described in section 743(b) of the Code with
respect to the adjusted tax basis of the Partnerships property are made with
respect to Consolidated Subsidiarys purchase of the Interest.
7. Notices. All notices and other communications under this Agreement shall
be in writing and shall be deemed given (a) when delivered by hand or certified
mail, return receipt requested, postage prepaid, (b) when transmitted by
telecopier, confirmation of which is mechanically received, or (c) when received
if sent by overnight courier, to the addressee at the following addresses or
telecopier numbers (or to such other address or telecopier number as a party may
specify from time to time by notice hereunder):
(i) if to KO Subsidiary:
Piedmont Partnership Holding Company
c/o The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, GA 30301
Attn: Chief Financial Officer
Facsimile: (404) 676-6675
with a copy to:
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, GA 30301
Attn: General Counsel
Facsimile: (404) 676-2546
(ii) if to Consolidated Subsidiary:
5
Coca-Cola Ventures, Inc.
c/o Coca-Cola Bottling Co. Consolidated
Coca-Cola Corporate Center
9100 Coca-Cola Plaza (28211-3481)
P.O. Box 31487
Charlotte, North Carolina 28211-3481
Attn: Chief Financial Officer
Facsimile: (704) 557-4451
with a copy to:
Kennedy Covington Lobdell & Hickman, L.L.P.
Bank of America Corporate Center
100 North Tryon Street, 42nd Floor
Charlotte, North Carolina 28202-4006
Attn: Henry W. Flint, Esq.
Facsimile: (704) 331-7598
8. Miscellaneous
(a) This Agreement may be executed in one or more counterparts and it is
not necessary that signatures of all parties appear on the same counterpart, but
such counterparts together shall constitute but one and the same agreement.
(b) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns, and no other person
shall have any right or obligation hereunder. Neither party may assign this
Agreement without the prior written consent of the other party.
(d) In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.
(e) Any provision of this Agreement may be amended or waived if, and only
if, such amendment or waiver is in writing and is signed by the parties hereto.
(f) Each party hereto shall execute any and all further documents,
agreements and instruments, and take all further action, that may be required
under applicable law or which the other party hereto may reasonably request, in
order to effectuate the transactions contemplated hereby.
6
(g) The headings of the sections and subsections of this document have been
inserted for convenience of reference only, shall not be deemed to be a part of
this Agreement for any purpose and shall not in any way define or affect the
meaning, construction or scope of any provision hereof.
(h) Each party to this Agreement shall bear its own costs and expenses
incurred in connection with the transactions contemplated hereby.
(i) This Agreement constitutes the entire agreement and supersedes all
prior agreements and understandings, both written and oral, between the parties
hereto with respect to the subject matter of this Agreement. This Agreement is
not intended to confer upon any person other than the parties hereto any rights
or remedies hereunder.
[SIGNATURE PAGE FOLLOWS]
7
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed as of the date first above written.
PIEDMONT PARTNERSHIP HOLDING COMPANY
By: /s/ GARY P. FAYARD
-------------------------------------
Name: Gary P. Fayard
Title: President
COCA-COLA VENTURES, INC.
By: /s/ DAVID V. SINGER
-------------------------------------
Name: David V. Singer
Title: Vice President
SCHEDULE I
None
EXHIBIT C (99.3)
ASSIGNMENT
This Assignment (this "Assignment") dated January 2, 2002, is by and
between Piedmont Partnership Holding Company, a Delaware corporation ("KO
Subsidiary"), and Coca-Cola Ventures, Inc., a Delaware corporation
("Consolidated Subsidiary").
R E C I T A L S
WHEREAS, pursuant to the Securities Purchase Agreement, dated as of January
2, 2002 ( the "Purchase Agreement"), by and between KO Subsidiary and
Consolidated Subsidiary, KO Subsidiary agreed to sell to Consolidated
Subsidiary, and Consolidated Subsidiary agreed to purchase from KO Subsidiary,
the Interest (as defined in the Purchase Agreement) for an aggregate purchase
price of $10 million (the Purchase Price), all on the terms and subject to the
conditions set forth in the Purchase Agreement; and
WHEREAS, capitalized terms used herein, and not otherwise defined herein,
shall have the respective meanings ascribed to them in the Purchase Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the payment of
the Purchase Price by Consolidated Subsidiary to KO Subsidiary, KO Subsidiary
and Consolidated Subsidiary hereby agree as follows:
1. Transfer of the Partnership Interest. KO Subsidiary hereby sells, conveys,
transfers and assigns to Consolidated Subsidiary, the Interest, free and clear
of all security interests, liens, judgements or encumbrances of any kind or
nature (other than encumbrances that may arise under the Partnership Agreement
and federal or state securities laws).
2. Further Assurances. Each of KO Subsidiary and Consolidated Subsidiary agrees
that it will, at any time and from time to time, execute and deliver to the
other party such further documents and instruments and take such other actions,
that may reasonably be requested by the other party to evidence the sale,
conveyance, transfer and assignment of the Interest described in Section 1.
3. No Amendment. This Assignment is an instrument of transfer contemplated by,
and is executed pursuant to, the Purchase Agreement. Nothing contained in this
Assignment shall be deemed to supersede, amend or modify any of the terms,
conditions or provisions of the Purchase Agreement or any rights or obligations
of the parties hereto under the Purchase Agreement, and, to the extent of any
conflict between the Purchase Agreement and this Assignment, the terms and
provisions of the Purchase Agreement shall prevail.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the undersigned has caused this Assignment to
be executed as of the day and year first written above.
PIEDMONT PARTNERSHIP HOLDING COMPANY
By: /s/ GARY P. FAYARD
------------------------------------
Name: Gary P. Fayard
Title: President
COCA-COLA VENTURES, INC.
By: /s/ David V. Singer
-----------------------------------
Name: David V. Singer
Title: Vice President
EXHIBIT D (99.4)
MASTER AMENDMENT
TO PARTNERSHIP AGREEMENT, MANAGEMENT AGREEMENT
AND DEFINITION AND ADJUSTMENT AGREEMENT
THIS MASTER AMENDMENT (the "Amendment") with respect to the Partnership
Agreement, Management Agreement and Definition and Adjustment Agreement referred
to below is made and entered into as of the 2nd day of January, 2002 by and
among PIEDMONT COCA-COLA BOTTLING PARTNERSHIP (formerly known as Carolina
Coca-Cola Bottling Partnership), a Delaware general partnership (the
"Partnership"), CCBC OF WILMINGTON, INC., a Delaware corporation and
wholly-owned subsidiary of the Partnership ("CCBC Wilmington"), THE COCA-COLA
COMPANY, a Delaware corporation ("KO"), PIEDMONT PARTNERSHIP HOLDING COMPANY, a
Delaware corporation, indirect wholly-owned subsidiary of KO and successor in
interest to Carolina Coca-Cola Holding Company, The Coastal Coca-Cola Bottling
Company and Eastern Carolina Coca-Cola Bottling Company, Inc. ("KO Sub"),
COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware corporation and successor in
interest to Coca-Cola Bottling Co. Affiliated, Inc. ("CCBCC") and COCA-COLA
VENTURES, INC., a Delaware corporation, wholly-owned subsidiary of CCBCC and
successor in interest to Palmetto Bottling Company and Fayetteville Coca-Cola
Bottling Company ("CCBCC Sub").
Statement of Purpose
KO Sub and CCBCC Sub are equal partners in the Partnership and are parties
to that certain Partnership Agreement, dated as of July 2, 1993 (as amended by
that certain First Amendment, dated August 5, 1993, and by that certain Second
Amendment, dated August 12, 1993, the "Partnership Agreement"). CCBCC serves as
the manager of the day-to-day operation of the business of the Partnership
pursuant to the terms and conditions of that certain Management Agreement, dated
as of July 2, 1993, by and among CCBCC, the Partnership, CCBC Wilmington, KO Sub
and CCBCC Sub (as amended by that certain First Amendment, dated as of January
1, 2001, the "Management Agreement").
Simultaneously with the execution and delivery of the Partnership Agreement
and the Management Agreement, the Partnership, CCBC Wilmington, CCBCC, CCBCC
Sub, KO and KO Sub entered into that certain Definition and Adjustment
Agreement, dated as of July 2, 1993 (the "DAA Agreement"), which contains
certain defined terms used in the Partnership Agreement and the Management
Agreement and provided for certain adjustments that were made in connection with
the initial capitalization of the Partnership.
Pursuant to that certain Securities Purchase Agreement, dated as of even
date herewith, between CCBCC Sub and KO Sub, CCBCC Sub will purchase from KO
Sub, and KO Sub will sell to CCBCC Sub, a 4.651% interest in the capital,
profits and losses of the Partnership, including, without limitation, 9.302% of
KO Sub's Capital Account, KO Sub's rights to allocations of net profit and net
loss and distributions of cash flow and capital items of the Partnership (the
"Purchase Transaction"), such that immediately after the consummation of the
Purchase Transaction, CCBCC Sub and KO Sub will have a 54.651% and 45.349%
respective interest in the capital, profits and losses of the Partnership. In
connection with the Purchase Transaction, the parties hereto desire to consent
to the Purchase Transaction and to amend the Partnership Agreement, the
Management Agreement and the DAA Agreement to, among other things, (a) update
certain addresses contained therein, (b) adjust the relative ownership
percentages of the Partners to give effect to the Purchase Transaction as more
fully described herein, (c) revise the liquidation mechanics upon dissolution of
the Partnership to reflect the current intention of the
parties and (d) amend the definition of "Harrison Change of Control" to
address certain estate planning changes in the Harrison family's holdings.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Capitalized Terms. All capitalized terms used and not defined herein
shall have the meanings given thereto in the Partnership Agreement.
2. Consent to Purchase Transaction. Each of the parties hereto hereby
consents to the Purchase Transaction and each of the Partnership, KO Sub and
CCBCC Sub hereby waives any right to object to the Purchase Transaction under
Section 16.1(a) of the Partnership Agreement as a transfer of less than KO Subs
entire Interest.
3. Amendments to Partnership Agreement.
(a) Section 3.2 of the Partnership Agreement is hereby amended by deleting
the existing Section 3.2 in its entirety and inserting the following in lieu
thereof:
3.2. Principal Office. The principal office of the Partnership shall
be located at 4100 Coca-Cola Plaza, Charlotte, North Carolina
28211-3481, or at such other place as may be designated from time to
time by the Executive Committee.
(b) Section 6 of the Partnership Agreement is hereby amended by deleting
the existing Section 6 in its entirety and inserting the following in lieu
thereof:
Section 6. Partnership Interests. Notwithstanding any adjustment in
the Partners Capital Account balances, each Partners Interest in the
Partnership shall be as follows:
KO Sub 45.349%
Ventures 54.651%
(c) Paragraphs (b) and (c) of Section 16.2 of the Partnership Agreement are
hereby amended by deleting the existing paragraphs (b) and (c) in their entirety
and inserting the following in lieu thereof:
(b) The Partner receiving the Sale Notice shall have an option for a
period of one hundred twenty (120) days from receipt of the Sale
Notice to agree to purchase from the Selling Party the Interest
proposed to be transferred at the same price (whether in cash or the
same type of non-cash consideration as is offered by the Third Party)
and upon the same terms and subject to the conditions contained in the
Sale Notice; provided, however, that if the specified consideration is
not cash and the Partner receiving the Sale Notice does not agree with
the Selling Partners good faith determination of the fair market value
of such non-cash consideration, then the Partner receiving the Sale
Notice shall require that the fair market value of such non-cash
consideration (and the resultant purchase price for the offered
Interest) be
2
determined by an appraisal firm appropriate for the type
of specified non-cash consideration by giving written notice to the
Selling Partner to such effect prior to the thirtieth (30th) day after
that date that it received such Sale Notice. Such appraisal firm shall
be selected in the same manner provided for the selection of
investment banking firms in Section 18.3. In the event an appraisal
firm is retained to determine the purchase price for the offered
Interest, the option period described in this Section 16.2(b) shall
expire on the later of (i) the date that is thirty (30) days after the
date the opinion of the appraisal firm regarding the value of the
Interests is delivered to the Partner receiving the Sale Notice and
(ii) the date that is one hundred twenty (120) days from receipt of
the Sale Notice. The costs and expenses of such appraisal firm shall
be borne by the Partnership.
(c) The Partner receiving the Sale Notice may exercise the purchase
option described in Section 16.2(b) by giving written notice to the
Selling Partner to such effect, prior to the expiration of the option
period described in Section 16.2(b). Such written notice shall specify
the date for the closing of the purchase of such Interests which shall
be at least ten (10) days, but no more than thirty (30) days, after
the date such Partner gives such written notice. The closing of such
sale shall occur as provided in Section 19.3.
(e) Paragraph (d) of Section 16.2 of the Partnership Agreement is hereby
amended by deleting the words "thirty (30) day" contained therein.
(f) Section 20.3 of the Partnership Agreement is hereby amended by deleting
the existing Section 20.3 in its entirety and inserting the following in lieu
thereof:
20.3. Intentionally Deleted.
(g) Section 20.4 of the Partnership Agreement is hereby amended by deleting
the existing Section 20.4 in its entirety and inserting the following in lieu
thereof:
20.4. Intentionally Deleted.
(h) Section 20.5 of the Partnership Agreement is hereby amended by deleting
the existing Section 20.5 in its entirety and inserting the following in lieu
thereof:
20.5. Procedures on Liquidation. Upon the occurrence of a Dissolving
Event, the Partnership shall continue solely for the purposes of
winding up its affairs in an orderly manner, liquidating its assets
and satisfying the claims of its creditors and Partners, and the
Executive Committee shall not take any action that is inconsistent
with, or not necessary to or appropriate for, the winding up of the
Partnership's business and affairs. The Executive Committee shall be
responsible for overseeing the winding up and dissolution of the
Partnership, shall take full account of the Partnership's liabilities
and the Partnership's
3
assets, shall cause the Partnerships assets to be liquidted as
promptly as is consistent with obtaining the fair value thereof,
subject to any tax or legal considerations and shall cause
the proceeds therefrom, to the extent sufficient therefor, to be
applied or distributed in the following order and priority:
(a) to the payment of the debts and liabilities of the Partnership and
to the expenses of liquidation in the order of priority as provided by
law, and to the establishment of any reserves which the Executive
Committee deems necessary for any contingent or unforeseen liabilities
or obligations of the Partnership; then to
(b) the repayment of any liabilities or debts, other than Capital
Accounts, of the Partnership to any of the Partners; then to
(c) each Partner in proportion to and to the extent of its positive
Capital Account balances after the Capital Accounts of the Partners
have been adjusted for the allocation of net profits and net loss
under Section 9 and other adjustments as may be required under Code
regulation 1.704-1(b)(2)(iv); then to
(d) the Partners in proportion to their Interests in the Partnership.
(i) Section 20.6 of the Partnership Agreement is hereby amended by deleting
the reference to "Sections 20.3 and 20.4" in the existing Section 20.6 and
inserting a reference to "Section 20.5" in lieu thereof.
(j) Paragraph (b) of Section 25.2 of the Partnership Agreement is hereby
amended by deleting the existing paragraph (b) in its entirety and inserting the
following in lieu thereof:
(b) If to Ventures:
Coca-Cola Bottling Co. Consolidated
Coca-Cola Corporate Center
4100 Coca-Cola Plaza (28211-3481)
P.O. Box 31487
Charlotte, North Carolina 28231-1487
Attention: Chief Financial Officer
Telecopy No.: (704) 557-4451
with a copy to:
Kennedy Covington Lobdell & Hickman, L.L.P.
Bank of America Corporate Center
100 North Tryon Street, 42nd Floor
Charlotte, North Carolina 28202-4006
Attention: Henry W. Flint, Esq.
Telecopy No.: (704) 331-7598
4
4. Amendments to Management Agreement.
(a) Paragraph (a) of Section 15.01 of the Management Agreement is hereby
amended by deleting the existing paragraph (a) in its entirety and inserting the
following in lieu
thereof:
(a) If to Partnership:
Coca-Cola Bottling Co. Consolidated
Coca-Cola Corporate Center
4100 Coca-Cola Plaza (28211-3481)
P.O. Box 31487
Charlotte, North Carolina 28231-1487
Attention: Chief Financial Officer
Telecopy No.: (704) 557-4451
With a copy to the addresses listed in (b) below.
(b) Paragraph (c) of Section 15.01 of the Management Agreement is hereby
amended by deleting the existing paragraph (c) in its entirety and inserting the
following in lieu thereof:
(c) If to Manager or Ventures:
Coca-Cola Bottling Co. Consolidated
Coca-Cola Corporate Center
4100 Coca-Cola Plaza (28211-3481)
P.O. Box 31487
Charlotte, North Carolina 28231-1487
Attention: Chief Financial Officer
Telecopy No.: (704) 557-4451
with a copy to:
Kennedy Covington Lobdell & Hickman, L.L.P.
Bank of America Corporate Center
100 North Tryon Street, 42nd Floor
Charlotte, North Carolina 28202-4006
Attention: Henry W. Flint, Esq.
Telecopy No.: (704) 331-7598
5. Amendments to DAA Agreement.
(a) Section 1.1 of the DAA Agreement is hereby amended by deleting the
existing definition of "Harrison Change of Control" in its entirety and
inserting the following in lieu thereof:
A "Harrison Change of Control" shall be deemed to have occurred if (i)
J. Frank Harrison, Jr., the executors and/or trustees under
5
his will, J. Frank Harrison, III, and/or any family limited
partnerships, limited liability companies and/or corporations owned
and controlled directly or indirectly by such persons do not
collectively own all of the 712,796 shares of Class B Common Stock of
CCBCC owned by J. Frank Harrison, , Jr. as of the date of the DAA
Agreement, or (ii) the trusts which are parties to that certain
Shareholder's Agreement dated as of December 13, 1988 among KO, J.
Frank Harrison, Jr., J. Frank Harrison, III and such trusts, together
with any family limited partnerships, limited liability companies
and/or corporations owned directly or indirectly by the trusts and/or
beneficiaries of such trusts, hold less than fifty percent (50%) of
the shares of Class B Common Stock of CCBCC held by them, in the
aggregate, as of January 27, 1989. For purposes of this definition,
"own" means right to control and not necessarily beneficial ownership.
(b) Section 7.8 of the DAA Agreement is hereby amended by deleting the
addresses for CCBCC, Ventures, Fayetteville and Palmetto set forth in the
existing Section 7.8 in their entirety and inserting the following in lieu
thereof:
If to CCBCC or Ventures to:
Coca-Cola Bottling Co. Consolidated
Coca-Cola Corporate Center
4100 Coca-Cola Plaza (28211-3481)
P.O. Box 31487
Charlotte, North Carolina 28231-1487
Attention: Chief Financial Officer
Telecopy No.: (704) 557-4451
with a copy to:
Kennedy Covington Lobdell & Hickman, L.L.P.
Bank of America Corporate Center
100 North Tryon Street, 42nd Floor
Charlotte, North Carolina 28202-4006
Attention: Henry W. Flint, Esq.
Telecopy No.: (704) 331-7598
6. Effect of the Amendment. Except for the amendments contemplated hereby,
the Partnership Agreement, the Management Agreement and the DAA Agreement shall
be and remain in full force and effect. The amendments granted herein are
specific and limited and shall not constitute a modification, acceptance or
waiver of any other provision of the Partnership Agreement, the Management
Agreement, the DAA Agreement or any other document or instrument entered into in
connection therewith or a further modification, acceptance or waiver of the
provisions set forth therein.
7. Captions. The captions and section numbers appearing in this Amendment
are inserted only as a matter of convenience and in no way define, limit,
construe or otherwise describe the scope or intent of the sections of this
Amendment.
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8. Binding Effect. This Amendment shall inure to the benefit of and be
binding upon the parties hereto and their successors and permitted assigns.
9. Severability. If any one or more provisions of this Amendment shall be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired; provided, however, that in such case the parties hereto
agree to use their best efforts to achieve the purpose of the invalid provision
by a new legally valid provision.
10. Counterparts. This Amendment may be executed in separate counterparts,
each of which when executed and delivered is an original but all of which taken
together constitute one and the same instrument.
11. Fax Transmission. A facsimile, telecopy or other reproduction of this
Amendment may be executed by one or more parties hereto, and an executed copy of
this Amendment may be delivered by one or more parties hereto by facsimile or
similar instantaneously electronic transmission devise pursuant to which the
signature of or on behalf of such party can be seen, and such execution and
delivery shall be considered valid, binding and effective for all purposes. At
the request of any party hereto, all parties hereto agree to execute an original
of this Amendment as well as any facsimile, telecopy or other reproduction
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.
PIEDMONT COCA-COLA BOTTLING PARTNERSHIP
By: PIEDMONT PARTNERSHIP HOLDING
COMPANY, its General Partner
By: /s/ GARY P. FAYARD
-----------------------------------------
Name: Gary P. Fayard
Title: President
By: COCA-COLA VENTURES, INC., its General
Partner
By: /s/ DAVID V. SINGER
-----------------------------------------
David V. Singer
Vice President
CCBC OF WILMINGTON, INC.
By: /s/ DAVID V. SINGER
-----------------------------------------
David V. Singer
Vice President
THE COCA-COLA COMPANY
By: /s/ GARY P. FAYARD
-----------------------------------------
Name: Gary P. Fayard
Title: Senior Vice President and
Chief Financial Officer
PIEDMONT PARTNERSHIP HOLDING COMPANY
By: /s/ GARY P. FAYARD
-----------------------------------------
Name: Gary P. Fayard
Title: President
[Signature Pages Continue]
COCA-COLA BOTTLING CO. CONSOLIDATED
By: /s/ DAVID V. SINGER
-----------------------------------------
David V. Singer
Vice President
COCA-COLA VENTURES, INC.
By: /s/ DAVID V. SINGER
-----------------------------------------
David V. Singer
Vice President