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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
Coca-Cola Bottling Co. Consolidated
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
191098102
(CUSIP Number)
James E. Chestnut
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
December 22, 1997
(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(b)(3) or (4), 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).
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
OWNED BY 8 SHARED VOTING POWER
EACH 2,213,007 shares of Common Stock, $1.00 par value per share
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,213,007 shares of Common Stock, $1.00 par value per share
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,213,007 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)
31.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
-2-
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
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
OWNED BY 8 SHARED VOTING POWER
EACH 2,213,007 shares of Common Stock, $1.00 par value per share
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,213,007 shares of Common Stock, $1.00 par value per share
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,213,007 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)
31.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
-3-
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
OWNED BY 8 SHARED VOTING POWER
EACH 2,213,007 shares of Common Stock, $1.00 par value per share
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,213,007 shares of Common Stock, $1.00 par value per share
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,213,007 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)
31.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
-4-
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
OWNED BY 8 SHARED VOTING POWER
EACH 2,213,007 shares of Common Stock, $1.00 par value per share
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,213,007 shares of Common Stock, $1.00 par value per share
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,213,007 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)
31.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
-5-
AMENDMENT NO. 17 TO
STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $1.00
per share (the "Common Stock"), of Coca-Cola Bottling Co.
Consolidated, a Delaware corporation ("Consolidated"). The
principal executive offices of Consolidated are located at
1900 Rexford Road, Charlotte, North Carolina 28211.
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
("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 Reporting
Persons is a Delaware corporation, having its principal
executive offices at One Coca-Cola Plaza, Atlanta, Georgia
30313, telephone (404)676-2121. Following the December 1997
Contributions (as defined in Item 4 below), (i) Carolina is
a direct wholly owned subsidiary of Oasis, (ii) Oasis is a
direct wholly owned subsidiary of Trading Company, and (iii)
Trading Company is a direct wholly owned subsidiary of The
Coca-Cola Company.
The Coca-Cola Company is the largest manufacturer and
distributor of soft drink concentrates and syrups in the
world. The Minute Maid Company (formerly known as Coca-Cola
Foods), a division of The Coca-Cola Company, is the world's
largest processor of packaged citrus products.
Certain information with respect to the directors and
executive officers of the Reporting Persons is set forth in
Exhibit A(99.1) attached hereto, including each director's
and 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, 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,
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.
-6-
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended by adding the following:
The beneficial ownership of the Consolidated Shares (as
defined in Item 4 below) acquired by Trading Company, Oasis
and Carolina has been acquired through a series of capital
contributions effected by The Coca-Cola Company, Trading
Company and Oasis as more fully described in Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following:
On December 22, 1997, The Coca-Cola Company and certain of
its direct or indirect wholly owned subsidiaries effected a
series of capital contributions (the "December 1997
Contributions") resulting in Carolina becoming the record
owner of the 2,213,007 shares of Common Stock and the
269,158 shares of Class B Common Stock, par value $1.00 per
share (the "Class B Common Stock"), of Consolidated, which
were previously owned of record by The Coca-Cola Company
(collectively, the "Consolidated Shares"). Pursuant to the
December 1997 Contributions, The Coca-Cola Company first
contributed the Consolidated Shares to Carolina. The
Coca-Cola Company next contributed all of the shares of
common stock of Carolina to Trading Company, and Trading
Company then contributed all of the shares of common stock
of Carolina to Oasis.
Following the December 1997 Contributions, (i) Carolina is
the owner of record of the Consolidated Shares and is a
direct wholly owned subsidiary of Oasis, (ii) Oasis is a
direct wholly owned subsidiary of Trading Company, and (iii)
Trading Company is a direct wholly owned subsidiary of The
Coca-Cola Company.
Concurrently with the contribution by The Coca-Cola Company
of the Consolidated Shares to Carolina, The Coca-Cola
Company entered into an Agreement with Carolina, Trading
Company, Oasis, Consolidated, J. Frank Harrison (also
referred to herein as J. Frank Harrison, Jr.), and J. Frank
Harrison, III dated December 22, 1997 (the "Assignment
Agreement") pursuant to which The Coca-Cola Company assigned
to Carolina all of its rights, options and benefits under
(i) the Stock Rights and Restrictions Agreement between The
Coca-Cola Company and Consolidated, dated as of January 27,
1989 (the "Stock Rights and Restrictions Agreement"), (ii)
the Shareholder's Agreement among The Coca-Cola Company, J.
Frank Harrison, J. Frank Harrison, III and others, dated
December 17, 1988 (the "Shareholder's Agreement"), and (iii)
the Voting Agreement among The Coca-Cola Company, J. Frank
Harrison, III, J. Frank Harrison, Jr. and Reid M. Henson, as
co-trustee, effective January 27, 1989 (the "Voting
Agreement," and together with the Stock Rights and
Restrictions Agreement and the Shareholder's Agreement, the
"Existing Agreements").
-7-
In the Assignment Agreement, Carolina acknowledged and
agreed to be bound by the terms and conditions of each of
the Existing Agreements as they apply to the Consolidated
Shares, including the irrevocable proxy with respect to the
Consolidated Shares granted to J. Frank Harrison, III and/or
J. Frank Harrison, Jr. pursuant to the Voting Agreement (the
"Proxy"). The Assignment Agreement is included as Exhibit Z
(99.2) to this Schedule 13D. The Existing Agreements have
been previously described in this Schedule 13D and have been
previously included as exhibits to this Schedule 13D.
Except as discussed herein or as previously disclosed in
this Schedule 13D, none of the Reporting Persons has any
plans or proposals which relate to or would result in:
(i) The acquisition by any person of additional
securities of Consolidated, or the disposition of securities
of Consolidated;
(ii) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving
Consolidated or any of its subsidiaries;
(iii) A sale or transfer of a material amount of assets
of Consolidated or of any of its subsidiaries;
(iv) A change in the present board of directors or
management of Consolidated, including any plans or proposals
to change the number or term of directors or to fill any
existing vacancies on the board;
(v) Any material change in the present capitalization
or dividend policy of Consolidated;
(vi) Any other material change in Consolidated's
business or corporate structure;
(vii) Changes in Consolidated's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of Consolidated by any
person;
(viii) Causing a class of securities of Consolidated to
be delisted from a national securities exchange or to cease
to be authorized to be quoted in an interdealer quotation
system of a registered national securities association;
(ix) A class of equity securities of Consolidated
becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Exchange Act; or
(x) Any action similar to any of those enumerated above.
However, any of the Reporting Persons at any time may
propose any of the foregoing which it considers desirable.
-8-
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended by adding the following:
On December 22, 1997, The Coca-Cola Company and certain of
its direct or indirect wholly owned subsidiaries effected
the December 1997 Contributions resulting in Carolina
becoming the record owner of the Consolidated Shares.
Pursuant to the December 1997 Contributions, The Coca-Cola
Company first contributed the Consolidated Shares to
Carolina. The Coca-Cola Company next contributed all of the
shares of common stock of Carolina to Trading Company, and
Trading Company then contributed all of the shares of common
stock of Carolina to Oasis. Following the December 1997
Contributions, (i) Carolina is the owner of record of the
Consolidated Shares and is a direct wholly owned subsidiary
of Oasis, (ii) Oasis is a direct wholly owned subsidiary of
Trading Company, and (iii) Trading Company is a direct
wholly owned subsidiary of The Coca-Cola Company.
After giving effect to the December 1997 Contributions, each
of the Reporting Persons beneficially owns 2,213,007 shares
of Common Stock (or approximately 31.4% of the outstanding
shares of Common Stock at December 3, 1997), and 269,158
shares of Class B Common Stock (or approximately 20.4% of
the outstanding shares of Class B Common Stock at December
3, 1997). After giving effect to the December 1997
Contributions, each of the Reporting Persons beneficially
owns shares of Consolidated representing in the aggregate
approximately 20.7% of the total votes of all outstanding
shares of all classes of capital stock of Consolidated. The
Reporting Persons have sole dispositive power over the
Consolidated Shares.
As previously disclosed in this Schedule 13D, The Coca-Cola
Company has previously granted to J. Frank Harrison, III
and/or J. Frank Harrison, Jr. an irrevocable proxy with
respect to the shares of Common Stock and Class B Common
Stock beneficially owned by The Coca-Cola Company. As a
result of the Proxy, the Reporting Persons may be deemed to
share voting power with such persons with respect to the
Consolidated Shares.
To the knowledge of the Reporting Persons based solely on
Statements on Schedule 13D filed by J. Frank Harrison, Jr.
and J. Frank Harrison, III, each of J. Frank Harrison, Jr.
and J. Frank Harrison, III is a citizen of the United States
with his principal business address located at 1190 Rexford
Road, Charlotte, North Carolina. Based solely on
Consolidated's Proxy Statement dated April 11, 1997, J.
Frank Harrison, Jr. is Chairman Emeritus of the Board of
Directors of Consolidated and J. Frank Harrison, III is
Chairman of the Board and Chief Executive Officer of
Consolidated.
To the knowledge of the Reporting Persons, none of J. Frank
Harrison, Jr. and J. Frank Harrison, III 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 such 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.
-9-
The following information, derived from Consolidated's Proxy
Statement dated April 11, 1997 (the "Consolidated Proxy
Statement"), reflects the beneficial ownership by J. Frank
Harrison, Jr. and J. Frank Harrison, III of shares of Common
Stock and Class B Common Stock:
PERCENT
AMOUNT AND PERCENT OF
TITLE NATURE OF OF TOTAL
OF BENEFICIAL CLASS AGGREGATE VOTE
NAME CLASS OWNERSHIP(1) (2) VOTE (2)
-----------------------------------------------------------------------
J. Frank Common 4,797,250(3)(4) 55.8
Harrison, Stock
Jr., J.
Frank
Harrison,
III and Class B 1,317,942(3)(4)(5) 99.9 29,603,148 88.5
Reid M. Common
Henson Stock
as a
Group
(1) In general, a person is deemed to be a
beneficial owner of a security if that person has
or shares voting power, which includes the power
to vote or direct the voting of such security, or
investment power, which includes the power to
dispose of, or to direct the disposition of, such
security; or if a person has the right to acquire
either voting power or investment power over such
security through the exercise of an option or
conversion of another security within 60 days.
More than one person may be a beneficial owner of
the same securities, and a person may be deemed to
be a beneficial owner of securities as to which he
has no personal economic interest or which he may
not vote.
(2) The percentages shown are based upon the
number of shares outstanding (net of shares held
in treasury). Beneficial ownership includes (i)
shares of Common Stock that would result from a
conversion of Class B Common Stock into such
shares or (ii) shares of Common Stock which
Messrs. Harrison, Jr. and Harrison, III have the
right to acquire through exercise of options, the
percentages of class shown give effect to such
conversion and to the exercise of such options. In
calculating the aggregate vote and percent of
total vote, however, no effect is given to
conversion of Class B Common Stock into Common
Stock or to the exercise of such unexercised
options.
(3) The amounts shown include (a) as to Common
Stock: (i) 792,796 shares owned outright by J. Frank
Harrison, Jr. as to which the Consolidated Proxy
Statement reflects him as having sole voting and
investment power; (ii) 235,786 shares held by a
-10-
trust for the benefit of certain relatives of Mr.
Harrison, Jr. as to which the Consolidated Proxy
Statement reflects him as having sole voting power and
no investment power; (iii) 2,213,007 shares held by
The Coca-Cola Company subject to the terms of the
Proxy as to which the Consolidated Proxy Statement
reflects J. Frank Harrison, III as having sole voting
and no investment power; (iv) 719 shares held by Mr.
Harrison, III as custodian for certain of his children
under the North Carolina Uniform Gifts to Minors Act,
as to which the Consolidated Proxy Statement reflects
Mr. Harrison, III as possessing sole voting and investment
power; (v) 2,000 shares owned outright by Reid M. Henson;
(vi) 1,317,942 shares of Class B Common Stock,
convertible into Common Stock on a one for one basis
at the option of the holder of such shares, and which
are beneficially owned by Messrs. Harrison, Jr.,
Harrison, III and Henson as described in subsection
(ii) of this Note (3); and (vii) 100,000 shares of
Common Stock which Mr. Harrison, Jr. presently has the
right to acquire through exercise of options and
135,000 shares of Common Stock which Mr. Harrison, III
presently has the right to acquire through exercise of
options; and (b) as to Class B Common Stock: (i)
712,796 shares owned outright by Mr. Harrison, Jr. as
to which the Consolidated Proxy Statement reflects him
as having sole voting and investment power; (ii)
235,786 shares held by a trust for the benefit of
Mr. Harrison, Jr. and certain of his relatives as to
which the Consolidated Proxy Statement reflects
Mr. Harrison, III and Mr. Henson as sharing investment
power as co-trustees and as to which the Consolidated
Proxy Statement reflects Mr. Harrison, Jr. as
possessing sole voting power; (iii) 260 shares held by
Mr. Harrison, III as custodian for certain of his
children under the North Carolina Uniform Gifts to
Minors Act, as to which the Consolidated Proxy
Statement reflects Mr. Harrison, III as possessing
sole voting and investment power; (iv) 99,942 shares
held by certain trusts as to which the Consolidated
Proxy Statement reflects Mr. Harrison, III and
Mr. Henson as sharing investment power as co-trustees
and as to which the Consolidated Proxy Statement
reflects Mr. Harrison, Jr. as possessing sole voting
power; and (v) 269,158 shares held by The Coca-Cola
Company subject to the terms of the Proxy as to which
the Consolidated Proxy Statement reflects Mr.
Harrison, III as having sole voting and no investment
power.
(4) J. Frank Harrison, Jr., J. Frank Harrison,
III and Reid M. Henson (as trustee of certain trusts
holding shares of Class B Common Stock) are parties to
the Voting Agreement and the Shareholder's Agreement.
Pursuant to the Voting Agreement, Mr. Harrison, III
has been granted the Proxy for life and, thereafter,
to Mr. Harrison, Jr., covering the shares of Common
Stock and Class B Common Stock held by The Coca-Cola
Company. Accordingly, Messrs. Harrison, Jr., Harrison,
III and Henson may be deemed to be a group as such
term is defined in certain regulations of the
Securities and Exchange Commission.
-11-
(5) A trust of which J. Frank Harrison, Jr. is a
beneficiary and J. Frank Harrison, III and Reid M.
Henson are co-trustees has the right to acquire
292,396 shares of Class B Common Stock from the
Company in exchange for an equal number of shares of
Common Stock. Mr. Harrison, Jr. would have sole voting
power, and Messrs. Harrison, III and Henson would have
shared investment power upon such acquisition. The
trust does not own any shares of Common Stock with
which to make such exchange and, accordingly, the
number of shares shown does not include such shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended by adding the following:
On December 22, 1997, The Coca-Cola Company and certain of
its direct or indirect wholly owned subsidiaries effected
the December 1997 Contributions resulting in Carolina
becoming the record owner of the Consolidated Shares.
Pursuant to the December 1997 Contributions, The Coca-Cola
Company first contributed the Consolidated Shares to
Carolina. The Coca-Cola Company next contributed all of the
shares of common stock of Carolina to Trading Company, and
Trading Company then contributed all of the shares of common
stock of Carolina to Oasis.
Following the December 1997 Contributions, (i) Carolina is
the owner of record of the Consolidated Shares and is a
direct wholly owned subsidiary of Oasis, (ii) Oasis is a
direct wholly owned subsidiary of Trading Company, and (iii)
Trading Company is a direct wholly owned subsidiary of The
Coca-Cola Company.
Concurrently with the contribution by The Coca-Cola Company
of the Consolidated Shares to Carolina, The Coca-Cola
Company entered into the Assignment Agreement with Carolina,
Trading Company, Oasis, and Consolidated, J. Frank Harrison
and J. Frank Harrison, III pursuant to which The Coca-Cola
Company assigned to Carolina all of its rights, options and
benefits under the Stock Rights and Restrictions Agreement,
the Shareholder's Agreement, and the Voting Agreement. In
the Assignment Agreement, Carolina acknowledged and agreed
to be bound by the terms and conditions of each of the
Existing Agreements as they apply to the Consolidated
Shares, including the Proxy. The Assignment Agreement is
included as Exhibit Z (99.2) to this Schedule 13D. The
Existing Agreements have been previously described in this
Schedule 13D and have been previously included as exhibits
to this Schedule 13D.
-12-
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended by adding the following:
Exhibit A(99.1) - Directors and Executive Officers of
the Reporting Persons
Exhibit Z(99.2) - Agreement dated December 22, 1997
among The Coca-Cola Company, Carolina
Coca-Cola Bottling Investments, Inc.,
The Coca-Cola Trading Company, Coca-Cola
Oasis, Inc. and Coca-Cola Bottling Co.
Consolidated, J. Frank Harrison, and
J. Frank Harrison, III
Exhibit AA(99.3) - Joint Filing Agreement dated as of
December 22, 1997, by and among The
Coca-Cola Company, The Coca-Cola Trading
Company, Coca-Cola Oasis, Inc. and Carolina
Coca-Cola Bottling Investments, Inc.
-13-
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/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Senior Vice President and
Chief Financial Officer
Date: December 22, 1997
THE COCA-COLA TRADING COMPANY
By: /s/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Vice President and
Chief Financial Officer
Date: December 22, 1997
COCA-COLA OASIS, INC.
By: /s/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Chief Financial Officer
Date: December 22, 1997
CAROLINA COCA-COLA BOTTLING
INVESTMENTS, INC.
By: /s/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Vice President and
Chief Financial Officer
Date: December 22, 1997
-14-
EXHIBIT INDEX
EXHIBIT DESCRIPTION
A (99.1) Directors and Executive Officers of the
Reporting Persons
Z (99.2) Agreement dated December 22, 1997 among The
Coca-Cola Company, Carolina Coca-Cola Bottling
Investments, Inc., The Coca-Cola Trading Company,
Coca-Cola Oasis, Inc., and Coca-Cola Bottling Co.
Consolidated, J. Frank Harrison, and J. Frank
Harrison, III
AA (99.3) Joint Filing Agreement dated as of December 22,
1997, by and among The Coca-Cola Company,
The Coca-Cola Trading Company, Coca-Cola Oasis, Inc.
and Carolina Coca-Cola Bottling Investments, Inc.
Exhibit A (99.1)
DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY
Set forth below is the name, business address, 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 benefically
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
M. Douglas Ivester* Chairman of the Board
of Directors and Chief
Executive Officer of
The Coca-Cola Company
Herbert A. Allen President, Chief Allen & Company
Executive Officer and Incorporated
a Managing Director of 711 Fifth Avenue
Allen & Company New York, NY 10022
Incorporated, a
privately held
investment banking
firm
Ronald W. Allen Advisory Director of Delta Air Lines,
Delta Air Lines, Inc. Inc.
Hartsfield
International
Airport
Atlanta, GA 30320
Cathleen P. Black President of the Hearst Magazines
Hearst Magazines 959 8th Avenue
Division of The Hearst New York, NY 10019
Corporation, a major
media and
communications company
Warren E. Buffett Chairman of the Board Berkshire Hathaway
of Directors and Chief Inc.
Executive Officer of 1440 Kiewit Plaza
Berkshire Hathaway Omaha, NE 68131
Inc., a diversified
holding company
DIRECTORS OF THE COCA-COLA COMPANY (continued)
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
Charles W. Duncan, Private investor Duncan Interests
Jr. 600 Travis, Suite
6100
Houston, TX 77002-3007
Susan B. King Leader in Residence, Hart Leadership
Hart Leadership Program
Program, Duke Terry Sanford
University, a program Institute of
for the development Public Policy
and advancement of Duke University
leadership and Box 90248
management skills in Durham, NC 27708-0248
the public and private
sectors
Donald F. McHenry University Research The IRC Group, Inc.
Professor of Diplomacy 1320 19th Street,
and International N.W.
Affairs, Georgetown Suite 410
University; President Washington, DC
of The IRC Group, a 20036
New York City and
Washington, DC
consulting firm
Sam Nunn Partner of the law King & Spalding
firm of King & 191 Peachtree
Spalding Street
Atlanta, GA 30303-1763
Paul F. Oreffice Retired as Chairman of P.O. Box 4846
the Board of Directors Scottsdale, AZ
of The Dow Chemical 85261
Company in 1992 (The
Dow Chemical Company
is a diversified
chemical, metals,
plastics and packaging
company)
James D. Robinson Chairman and Chief J.D. Robinson Inc.
III Executive Officer of 22nd Floor
RRE Investors, LLC, a 126 East 56th
private venture Street
investment firm; New York, NY 10022
President of J.D.
Robinson Inc., a
strategic advisory
company
-2-
DIRECTORS OF THE COCA-COLA COMPANY (continued)
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
Peter V. Ueberroth Investor and Managing The Contrarian
Director, The Group,
Contrarian Group, Inc.
Inc., a management Suite 900
company 500 Newport Center
Drive
Newport Beach, CA
92660
James B. Williams Chairman of the Board SunTrust Banks,
of Directors and Chief Inc.
Executive Officer, P.O. Box 4418
SunTrust Banks, Inc., Atlanta, GA 30302
a bank holding company
EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
Ralph H. Cooper Senior Vice President The Minute Maid
and President and Company 2000 St.
Chief Executive James Place
Officer of The Minute Houston, TX 77056
Maid Company
Douglas N. Daft Senior Vice President
and President of the
Middle and Far East
Group
Mr. Daft is a citizen
of Australia.
Timothy J. Haas Senior Vice President
and President of the
Latin America Group
E. Neville Isdell Senior Vice President
and President of the
Greater Europe Group
Mr. Isdell is a
citizen of the United
Kingdom of Great
Britain and Northern
Ireland
Jack L. Stahl Senior Vice President
and President of the
North America Group
-3-
EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY (continued)
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
Carl Ware Senior Vice President
and President of the
Africa Group
Anton Amon Senior Vice President
and Manager of the
Product Integrity
Division
James E. Chestnut Senior Vice President
and Chief Financial
Officer
Mr. Chestnut is a
citizen of the United
Kingdom of Great
Britain and Northern
Ireland
Joseph R. Gladden, Senior Vice President
Jr. and General Counsel
George Gourlay Senior Vice President
and Manager of the
Technical Operations
Division
Earl T. Leonard, Senior Vice President,
Jr. Corporate Affairs
Sergio S. Zyman Senior Vice President
and Chief Marketing
Officer
-4-
DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA TRADING
COMPANY
Set forth below is the name, business address, present
occupation or employment of each director and executive
officer of The Coca-Cola Trading 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 Trading Company who are also executive officers of
The Coca-Cola Trading Company are indicated by an asterisk.
Except as indicated below, the business address of each
executive officer of The Coca-Cola Trading Company is One
Coca-Cola Plaza, Atlanta, Georgia 30313.
DIRECTORS OF THE COCA-COLA TRADING COMPANY
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
M. Douglas Ivester Chairman of the Board
of Directors and Chief
Executive Officer of
The Coca-Cola Company
James E. Chestnut* Senior Vice President
and Chief Financial
Officer of The
Coca-Cola Company; Vice
President and Chief
Financial Officer of
The Coca-Cola Trading
Company
Mr. Chestnut is a
citizen of the United
Kingdom of Great
Britain and Northern
Ireland
Joseph R. Gladden, Senior Vice President
Jr. and General Counsel of
The Coca-Cola Company
EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
Carl K. Kooyoomjian Assistant Vice
President and Director
of Global Procurement
and Trading of
The Coca-Cola Company;
President of The
Coca-Cola Trading
Company
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
Vincent M. Gioe Director of Finance,
Global Procurement and
Trading of
The Coca-Cola Company;
Vice President -
Finance of The
Coca-Cola Trading
Company
David M. Taggart Vice President and
Treasurer of
The Coca-Cola Company;
Treasurer of
The Coca-Cola Trading
Company
Kenneth L. Carty Director of Global
Products, Global
Procurement and
Trading of
The Coca-Cola Company;
Vice President of
The Coca-Cola Trading
Company
Thomas Edward Assistant Vice
McGuire President and
Director, Global
Staffing of
The Coca-Cola Company;
Vice President of The
Coca-Cola Trading
Company
-2-
EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY
(continued)
Frederick Yochum Director of General
and Administrative
Procurement, Global
Procurement and
Trading of
The Coca-Cola Company;
Vice President of
The Coca-Cola Trading
Company
Eduardo M. Carreras Senior Patent and
Technology Counsel,
Corporate Legal of
The Coca-Cola Company;
General Counsel of
The Coca-Cola Trading
Company
Susan E. Shaw Secretary of
The Coca-Cola Company;
Secretary of
The Coca-Cola Trading
Company
-3-
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 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
M. Douglas Ivester Chairman of the Board
of Directors and Chief
Executive Officer of
The Coca-Cola Company
James E. Chestnut* Senior Vice President
and Chief Financial
Officer of The
Coca-Cola Company; Chief
Financial Officer of
Coca-Cola Oasis, Inc.
Mr. Chestnut is a
citizen of the United
Kingdom of Great
Britain and Northern
Ireland
Richard J. Flaig* Executive Assistant to
the Chief Marketing
Officer of
The Coca-Cola Company;
President of Coca-Cola
Oasis, Inc.
EXECUTIVE OFFICERS OF COCA-COLA OASIS, INC.
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
David M. Taggart Vice President and
Treasurer of The
Coca-Cola Company; Vice
President and
Treasurer of Coca-Cola
Oasis, Inc.
W. Dexter Brooks Senior Staff Counsel,
Corporate Legal of
The Coca-Cola Company;
Vice President and
Assistant Secretary of
Coca-Cola Oasis, Inc.
Susan E. Shaw Secretary of
The Coca-Cola Company;
Secretary of Coca-Cola
Oasis, Inc.
-2-
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 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
Lawrence R. Cowart* Vice President and
Director of Business
Development of
The Coca-Cola Company;
President of Carolina
Coca-Cola Bottling
Investments, Inc.
Gary P. Fayard Vice President and
Controller of
The Coca-Cola Company
James E. Chestnut* Senior Vice President
and Chief Financial
Officer of The
Coca-Cola Company; Vice
President and Chief
Financial Officer of
Carolina Coca-Cola
Bottling Investments,
Inc.
Mr. Chestnut is a
citizen of the United
Kingdom of Great
Britain and Northern
Ireland
EXECUTIVE OFFICERS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS,
INC.
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
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.
Susan E. Shaw Secretary of
The Coca-Cola Company;
Secretary of Carolina
Coca-Cola Bottling
Investments, Inc.
-2-
EXHIBIT Z (99.2)
THIS AGREEMENT (this "Agreement"), dated December 22, 1997,
is entered into among THE COCA-COLA COMPANY, a Delaware
corporation ("KO"), CAROLINA COCA-COLA BOTTLING INVESTMENTS,
INC., a Delaware corporation and a wholly-owned subsidiary of KO
("CCCBI"), THE COCA-COLA TRADING COMPANY, a Delaware corporation
and a wholly-owned subsidiary of KO ("Trading"), COCA-COLA OASIS,
INC., a Delaware corporation and a wholly-owned subsidiary of
Trading ("Oasis"); and COCA-COLA BOTTLING CO. CONSOLIDATED, a
Delaware corporation ("Consolidated"), J. FRANK HARRISON, and J.
FRANK HARRISON, III.
BACKGROUND
KO currently holds directly an aggregate of 2,213,007 shares
of Consolidated's Common Stock and 269,158 shares of
Consolidated's Class B Common Stock (the shares of Consolidated
Common Stock and Class B Common Stock currently held by KO are
referred to in this Agreement collectively as the "Shares").
KO is a party to the following agreements with Consolidated
and members of the Harrison family relating to KO's ownership and
voting of the Shares: (1) the Stock Rights and Restrictions
Agreement (the "Stock Rights and Restrictions Agreement") between
KO and Consolidated, dated as of January 27, 1989, (2) the
Shareholder's Agreement (the "Shareholder's Agreement") among KO,
J. Frank Harrison, J. Frank Harrison, III, and certain other
shareholders of Consolidated, dated December 17, 1988, and (3)
the Voting Agreement (the "Voting Agreement") among KO, J. Frank
Harrison, J. Frank Harrison, III, and Reid M. Henson, as co-
trustee, effective January 27, 1989 (collectively, the
"Agreements").
KO intends to transfer the Shares to KO's wholly-owned
subsidiary, CCCBI. KO will immediately thereafter transfer all
outstanding shares of CCCBI common stock to Trading, another
wholly-owned subsidiary of KO. Trading will then contribute all
outstanding shares of common stock of CCCBI to Oasis, a wholly-
owned subsidiary of Trading. As a result of the proposed
transfers, the Shares will continue to be indirectly owned 100%
by KO.
KO intends to complete the proposed transfers prior to
December 31, 1997.
The Parties wish to enter into this Agreement in order to
confirm that the Agreements will continue to be binding upon KO,
Trading, Oasis, and CCCBI following completion of the proposed
transfers and assignments and that the Shares will continue to be
subject to the terms of the Agreements.
SECTION 1. KO hereby assigns to CCCBI any and all rights,
options or other benefits to which KO is entitled under any of
the Agreements, in accordance with Section 5 of the Stock Rights
and Restrictions Agreement, Section 12 of the Shareholder's
Agreement, and Section 7(a) of the Voting Agreement,
respectively. KO, Trading, Oasis and CCCBI each acknowledge and
agree that the Shares are and shall remain subject to the terms
and conditions of each of the Agreements, including without
limitation the proxy granted to J. Frank Harrison, III under
Section 2 of the Voting Agreement. KO will continue to be bound
by and comply with the terms and conditions of the Agreements,
and CCCBI agrees to be bound by and comply with the terms and
conditions of each of the Agreements as they apply to the Shares.
SECTION 2. KO will continue to exercise the right to
designate a Director of Consolidated as provided in Section 9 of
the Stock Rights and Restrictions Agreement, notwithstanding the
transfers described above in the Background statement.
SECTION 3. MISCELLANEOUS.
(a) This Agreement and the rights of the parties hereto
shall be governed by and construed in accordance with the laws of
the State of Delaware.
(b) This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of
which together shall constitute one and the same instrument.
(c) At KO's request, Consolidated will cause the Shares
to be registered in the name of CCCBI as necessary to reflect the
transfers described above. The share certificates representing
the shares will bear all legends required under the Agreements.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
THE COCA-COLA COMPANY
By: /s/ JAMES E. CHESTNUT
--------------------------
James E. Chestnut
Senior Vice President and
Chief Financial Officer
CAROLINA COCA-COLA
BOTTLING INVESTMENTS, INC.
By: /s/ JAMES E. CHESTNUT
----------------------------
James E. Chestnut
Vice President and
Chief Financial Officer
THE COCA-COLA TRADING COMPANY
By: /s/ JAMES E. CHESTNUT
-----------------------------
James E. Chestnut
Vice President and
Chief Financial Officer
-2-
COCA-COLA OASIS, INC.
By: /s/ JAMES E. CHESTNUT
-----------------------------
James E. Chestnut
Chief Financial Officer
COCA-COLA BOTTLING
CO. CONSOLIDATED
By: /s/ J. FRANK HARRISON, III
------------------------------
J. Frank Harrison, III
Chairman and CEO
/s/ J. FRANK HARRISON
---------------------------------
J. FRANK HARRISON
/s/ J. FRANK HARRISON, III
----------------------------------
J. FRANK HARRISON, III
-3-
EXHIBIT AA (99.3)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the
joint filing on behalf of each of them of a Statement on Schedule 13D
(including amendments thereto) with respect to the Common Stock of
Coca-Cola Bottling Co. Consolidated, and further agree that this Joint
Filing Agreement be included as an exhibit to such joint filing. Each
party to this Joint Filing Agreement expressly authorizes The Coca-Cola
Company to file on such party's behalf any and all amendments to such
Statement. Each such party undertakes to notify The Coca-Cola Company
of any changes giving rise to an obligation to file an amendment to
Schedule 13D and it is understood that in connection with this
Statement and all amendments thereto each such party shall be
responsible only for information supplied by such party.
In evidence thereof, the undersigned, being duly authorized, hereby
execute this Agreement this 22nd day of December, 1997.
THE COCA-COLA COMPANY
By: /s/ JAMES E. CHESTNUT
-----------------------------
James E. Chestnut
Senior Vice President and
Chief Financial Officer
THE COCA-COLA TRADING COMPANY
By: /s/ JAMES E. CHESTNUT
-----------------------------
James E. Chestnut
Vice President and
Chief Financial Officer
COCA-COLA OASIS, INC.
By: /s/ JAMES E. CHESTNUT
-----------------------------
James E. Chestnut
Chief Financial Officer
CAROLINA COCA-COLA BOTTLING
INVESTMENTS, INC.
By: /s/ JAMES E. CHESTNUT
-----------------------------
James E. Chestnut
Senior Vice President and
Chief Financial Officer