Coca-Cola Bottling Co. Consolidated
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 20, 2007
COCA-COLA BOTTLING CO. CONSOLIDATED
(Exact name of registrant as specified in its charter)
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Delaware
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0-9286
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56-0950585 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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4100 Coca-Cola Plaza, Charlotte, North Carolina
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28211 |
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(Address of principal executive offices)
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(Zip Code) |
(704) 557-4400
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On December 6, 2007, the Board of Directors of Coca-Cola Bottling Co. Consolidated (the
Company) elected James E. Harris as Senior Vice President, Chief Financial Officer of the Company
effective January 25, 2008. Mr. Harris succeeds Steven D. Westphal, who has served as the
Companys chief financial officer since May 2005. Mr. Westphal has been promoted to serve as
Executive Vice President, Operations and Systems of the Company and will continue to serve as chief
financial officer until January 24, 2008. A copy of the press release announcing Mr. Westphals
promotion and the election of Mr. Harris is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Prior to joining the Company, Mr. Harris, 44, served as Executive Vice President and Chief
Financial Officer of MedCath Corporation, an owner and operator of cardiovascular hospitals, since
December 1999.
Mr. Harris has been a member of the Board of Directors of the Company since August 2003, and
is a member of the Audit Committee and the Finance Committee of the Board of Directors. In
connection with his election as the Companys Senior Vice President, Chief Financial Officer, Mr.
Harris has resigned from the Board of Directors effective January 25, 2008.
On December 6, 2007, the Compensation Committee of the Board of Directors approved Mr. Harris
initial compensation and benefit arrangements, which will include:
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an initial annual base salary of $400,000; |
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eligibility to participate in the Companys Annual Bonus Plan, with an initial
target annual bonus equal to 50% of his annual base salary; |
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eligibility to participate in the Companys Long Term Performance Plan, with an
initial target award to be set by the Compensation Committee in February 2008; |
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eligibility to participate in the Companys Officer Retention Plan (with an age 60
retirement benefit of $3,000,000) and the Companys Supplemental Savings Incentive
Plan; |
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a term life insurance policy with a death benefit equal to three times his annual
base salary, subject to insurability; |
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certain personal benefits and perquisites consistent with those received by other
similarly situated officers of the Company, including up to $2,500 per year for
personal financial planning and tax services, an annual medical exam, four weeks paid
vacation, and reimbursement of country club dues; and |
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eligibility for other employee benefits generally available to all of the Companys
salaried employees, including the Companys 401(k) Savings Plan; medical, dental and
vision insurance; life and accidental death and dismemberment insurance; and long-term
care insurance. |
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Additional information about the Companys Annual Bonus Plan, Long Term Performance Plan,
Officer Retention Plan, Supplemental Savings Plan and other benefit and perquisite arrangements is
available in the Companys Definitive Proxy Statement filed with the Securities and Exchange
Commission on March 27, 2007.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
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Press Release dated December 20, 2007. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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COCA-COLA BOTTLING CO. CONSOLIDATED
(REGISTRANT)
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Date: December 20, 2007 |
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/s/ Umesh M. Kasbekar
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Umesh M. Kasbekar |
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Senior Vice President, Planning and Administration |
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4
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
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Date of Event Reported:
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Commission File No: |
December 20, 2007
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0-9286 |
COCA-COLA BOTTLING CO. CONSOLIDATED
EXHIBIT INDEX
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Exhibit No. |
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Exhibit Description |
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99.1 |
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Press Release dated December 20, 2007. |
Exhibit 99.1
Exhibit 99.1
News Release
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Media Contact: |
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Lauren C. Steele
VP - Corporate Affairs
704-557-4551 |
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FOR IMMEDIATE RELEASE
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Symbol: COKE |
December 20, 2007
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Quoted: The NASDAQ Stock Market (Global Market) |
Coca-Cola Consolidated Names James Harris CFO;
Steve Westphal promoted to EVP Operations & Systems
CHARLOTTE, N.C. Dec. 20, 2007 Coca-Cola Bottling Co. Consolidated today announced that
James E. Harris will be joining the company as Senior Vice President, Chief Financial Officer
effective January 25, 2008. He has served on the Charlotte-based bottlers Board of Directors
since 2003.
Harris succeeds Steven D. Westphal, CFO since 2005, who is being promoted to the position of
Executive Vice President, Operations and Systems.
Harris joins the Company from MedCath Corporation where he served as Executive Vice President &
Chief Financial Officer. MedCath is a publicly traded entity which operates in 15 states with
4,500 employees.
J. Frank Harrison, III, Chairman and CEO, said, I am very pleased that Jamie Harris has decided to
join Coca-Cola Bottling Co. Consolidated. He brings a wealth of experience to the role and will
add value immediately.
William B. Elmore, President and COO, said, The addition of Jamie to our Executive Leadership team
serves to further strengthen what I believe is the best operating team in the business. Steve
Westphal has been an outstanding CFO and will contribute greatly in his expanded capacity as
Executive Vice President of Operations and Systems.
Coca-Cola Consolidateds 6,000 employees produce, market, and distribute a broad portfolio of
non-alcoholic beverages, which include some of the most recognized and popular beverage brands in
the world. Coca-Cola Consolidated is the second largest Coca-Cola bottler in the United States,
operating in eleven states, primarily in the southeast. The Companys product portfolio includes
sparkling beverages, bottled water, teas, juices, coffee drinks, isotonics and energy drinks.
Refresh-Hydrate-Enjoy
Coca-Cola Bottling Co. Consolidated, 4100 Coca-Cola Plaza, Charlotte, NC 28211