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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. 20)*
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
November 4, 1999
(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 28
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 1,984,495 shares of Common Stock, $1.00 par value per share
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,984,495 shares of Common Stock, $1.00 par value per 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 28
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 1,984,495 shares of Common Stock, $1.00 par value per share
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,984,495 shares of Common Stock, $1.00 par value per 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 28
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 1,984,495 shares of Common Stock, $1.00 par value per share
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,984,495 shares of Common Stock, $1.00 par value per 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 28
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 1,984,495 shares of Common Stock, $1.00 par value per share
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,984,495 shares of Common Stock, $1.00 par value per 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 28
AMENDMENT NO. 20
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. 20 amends and supplements the original Schedule 13D
filed on May 18, 1987 by The Coca-Cola Company, as amended by Amendments 1
through 19 (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 ("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.
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 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.
Page 6 of 28
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented by adding to the information
previously filed under this Item the following:
The Coca-Cola Company, Carolina, Coca-Cola Bottling Co.
Consolidated ("Coke Consolidated"), Coca-Cola Ventures, Inc. and
Piedmont Coca-Cola Bottling Partnership (the "Partnership"), signed a
letter of intent on November 5, 1999 concerning the proposed
transaction. The proposed transaction involves the Partnership's
redemption of Carolina's interest in the Partnership in exchange for
the transfer to Carolina of all of the outstanding stock of a wholly
owned subsidiary of the Partnership (the "Acquired Subsidiary").
Acquired Subsidiary would own all of the authorized and outstanding
shares of a class of non-voting preferred stock of Coke Consolidated
having a liquidation value of $118 million and an initial dividend rate
of 4.3%. The dividend yield would be reset on specified dates to a
market rate equivalent to the rate of interest for five-year U.S.
Treasury notes being issued at that time. The letter of intent is filed
as Exhibit B to this Amendment No. 20.
As provided in the letter of intent, the parties desire to close
the transaction under consideration prior to December 31, 1999.
However, until definitive documentation is executed, the parties have
no binding legal obligation to close the proposed transaction. There
can be no assurance that an agreement with respect to such a transaction
will be reached, or, if an agreement is reached, that it will be on
terms consistent with those described above or that any transaction will
be consummated.
The Coca-Cola Company invests in bottling operations such as Coke
Consolidated in order to maximize the strength and efficiency of The
Coca-Cola Company's 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:
(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.
Page 7 of 28
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended by adding 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) - Letter of Intent among The Coca-Cola Company,
Carolina Coca-Cola Bottling Investments, Inc.,
Coca-Cola Bottling Co. Consolidated, Coca-Cola
Ventures, Inc. and Piedmont Coca-Cola Bottling
Partnership.
Page 8 of 28
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: November 8, 1999
THE COCA-COLA TRADING COMPANY
By: /s/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Vice President and
Chief Financial Officer
Date: November 8, 1999
COCA-COLA OASIS, INC.
By: /s/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Chief Financial Officer
Date: November 8, 1999
CAROLINA COCA-COLA BOTTLING
INVESTMENTS, INC.
By: /s/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Vice President and
Chief Financial Officer
Date: November 8, 1999
Page 9 of 28
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
A (99.1) Directors and Executive Officers of the Reporting Persons
B (99.2) Letter of Intent among The Coca-Cola Company, Carolina
Coca-Cola Bottling Investments, Inc., Coca-Cola Bottling Co.
Consolidated, Coca-Cola Ventures, Inc. and Piedmont
Coca-Cola Bottling Partnership.
Page 10 of 28
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
M. Douglas Ivester* Chairman of the Board of
Directors and Chief
Executive Officer of
The Coca-Cola Company
Herbert A. Allen President, Chief Executive Allen & Company
Officer and Managing Incorporated
Director of Allen & Company 711 Fifth Avenue
Incorporated, a privately New York, NY 10022
held investment banking
firm
Ronald W. Allen Consultant to and advisory Monarch Tower
director of Delta Air Lines, Suite 1745
Inc., a major U.S. air 3424 Peachtree Road, N.E.
transportation company Atlanta, GA 30326
Cathleen P. Black President of Hearst Hearst Magazines
Magazines, a unit of The 959 8th Avenue
Hearst Corporation, a major New York, NY 10019
media and communications
company
Warren E. Buffett Chairman of the Board of Berkshire Hathaway Inc.
Directors and Chief 1440 Kiewit Plaza
Executive Officer of Omaha, NE 68131
Berkshire Hathaway Inc., a
diversified holding company
Page 11 of 28
DIRECTORS OF THE COCA-COLA COMPANY (continued)
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
Susan B. King Leader in Residence, Hart Hart Leadership Program
Leadership Program, Sanford Terry Sanford Institute
Institute of Public Policy, of Public Policy
Duke University, a program Duke University
for the development and Box 90248
advancement of leadership Durham, NC 27708-0248
and management skills in
the public and private
sectors
Donald F. McHenry Distinguished Professor in The IRC Group, LLC
the Practice of Diplomacy 1320 19th Street, N.W.
at the School of Foreign Suite 410
Service, Georgetown Washington, D.C. 20036
University; President of
The IRC Group, LLC, a New
York City and Washington,
D.C. consulting firm
Sam Nunn Partner in the law firm of King & Spalding
King & Spalding since 191 Peachtree Street
January 1997 Atlanta, GA 30303-1763
Paul F. Oreffice Retired as Chairman of the P.O. Box 4846
Board of Directors of The Scottsdale, AZ 85261
Dow Chemical 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 RRE 126 East 56th Street
Investors, LLC, a private 22nd Floor
venture investment firm; New York, NY 10022
Chairman of Violy, Byorum &
Partners Holdings, LLC, a
private firm specializing
in financial advisory and
investment banking
activities in Latin America;
President of J.D. Robinson
Inc., a strategic advisory
company
Page 12 of 28
DIRECTORS OF THE COCA-COLA COMPANY (continued)
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
Peter V. Ueberroth Investor and Managing The Contrarian Group,
Director, The Contrarian Inc.
Group, Inc., a management 1071 Camelback Street
company Suite 111
Newport Beach, CA 92660
James B. Williams Chairman of the Executive SunTrust Banks, Inc.
Committee of SunTrust Banks, P.O. Box 4418
Inc., a bank holding company Atlanta, GA 30302
EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
Alexander R.C. President of the Middle and
Allan Far East Group
Mr. Allan is a citizen of the
United Kingdom
William P. Casey Senior Vice President
Ralph H. Cooper Senior Vice President
Douglas N. Daft Senior Vice President
Mr. Daft is a citizen of
Australia
Timothy J. Haas Senior Vice President
Stephen C. Jones President of The Minute The Minute Maid Company
Maid Company, a division of 2000 St. James Place
The Coca-Cola Company Houston, TX 77056
Mr. Jones is a citizen of
Canada
Jack L. Stahl Senior Vice President
Carl Ware Senior Vice President
Page 13 of 28
EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY (continued)
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
Anton Amon Senior Vice President
James E. Chestnut Senior Vice President and
Chief Financial Officer
Mr. Chestnut is a citizen
of the United Kingdom.
Charles S. Frenette Senior Vice President
Joseph R. Gladden, Senior Vice President and
Jr. General Counsel
George Gourlay Senior Vice President
Michael W. Walters Vice President
Page 14 of 28
DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY
Set forth below is the name, business address and 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
Joseph R. Gladden, Senior Vice President and
Jr. General Counsel of
The Coca-Cola Company
Page 15 of 28
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
Kenneth L. Carty Director of Purchasing,
Global Products, Global
Procurement and Trading of
The Coca-Cola Company;
Vice President of
The Coca-Cola Trading
Company
Dallas A. Hurston Assistant Vice President
and Director, Corporate
Real Estate of
The Coca-Cola Company;
Vice President of
The Coca-Cola Trading
Company
Page 16 of 28
EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY (continued)
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
Russell M. Breier Director, Marketing Finance
of The Coca-Cola Company;
Vice President of
The Coca-Cola Trading
Company
Frederick Yochum Director of General and
Administration 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
Page 17 of 28
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
Charles B. Fruit* Vice President and
Director, Media and
Marketing Assets of
The Coca-Cola Company;
President of Coca-Cola
Oasis, Inc.
Page 18 of 28
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.
Dallas A. Hurston Assistant Vice President
and Director, Corporate
Real Estate of
The Coca-Cola Company;
Vice President of
Coca-Cola Oasis, Inc.
W. Dexter Brooks Assistant General Counsel,
Legal Division of
The Coca-Cola Company;
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.
Page 19 of 28
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
Page 20 of 28
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.
Page 21 of 28
EXHIBIT B (99.2)
November 4, 1999
Piedmont Coca-Cola Bottling Partnership
Coca-Cola Bottling Co. Consolidated
Coca-Cola Ventures, Inc.
c/o Coca-Cola Bottling Co. Consolidated
4100 Coca-Cola Plaza
Charlotte, North Carolina 28211
Attention: David Singer
Re: Redemption of Ownership Interest in Piedmont Coca-Cola
Bottling Partnership and Related Transactions
------------------------------------------------------
Gentlemen:
This letter sets forth the mutual intentions of The Coca-Cola Company,
a Delaware corporation ("KO"); Carolina Coca-Cola Bottling Investments, Inc.,
a Delaware corporation and an indirect wholly owned subsidiary of KO ("KO
Subsidiary"); Coca-Cola Bottling Co. Consolidated, a Delaware corporation
("Coke Consolidated"); Coca-Cola Ventures, Inc., a Delaware corporation and
an indirect wholly owned subsidiary of Coke Consolidated ("Ventures"); and
Piedmont Coca-Cola Bottling Partnership ("Partnership") regarding the
transactions described in paragraph 1 below. Each of the companies listed
in the foregoing sentence may be referred to as a "party" and together they
may be referred to as the "parties" in this letter.
1. REDEMPTION OF PARTNERSHIP INTEREST AND ISSUANCE OF PREFERRED STOCK.
Pursuant to paragraph 19.1 of the Partnership Agreement dated as of
July 2, 1993 whereby the Partnership was formed, as amended ("Partnership
Agreement"), KO Subsidiary's ownership interest in the Partnership will
be redeemed in full on the terms and
Page 22 of 28
conditions described in this letter. Simultaneously with, and in
consideration for, the redemption, the Partnership will transfer to KO
Subsidiary all of the stock of a wholly owned subsidiary of the
Partnership ("Piedmont Subsidiary"). In the alternative, should KO so
instruct the Partnership, all or part of the stock of the Piedmont
Subsidiary will be transferred to KO or another direct or indirect
wholly owned subsidiary of KO. References to KO in this letter may
refer to KO alone, and/or to the KO Subsidiary and/or to such other
direct or indirect wholly owned subsidiaries of KO as may be designated
by KO as transferee(s) pursuant to the foregoing sentence. At the time
of the transfer of the stock of the Piedmont Subsidiary to KO, the only
asset of the Piedmont Subsidiary will be all the authorized shares of a
class of Preferred Stock of Coke Consolidated (the "Preferred Stock").
The Preferred Stock will be non-voting stock. The Preferred Stock will
initially have a dividend rate of 4.3% per annum of the liquidation
value of the Preferred Stock, which dividend yield will be reset, on
dates to be negotiated, to a market rate equivalent to the rate of
interest for five-year U.S. Treasury notes being issued at that time.
Dividends will be paid in cash semi-annually by wire transfer on July 15
and January 15 of each year. The liquidation value of the Preferred
Stock will equal $118 million.
2. DEFINITIVE DOCUMENTS. Definitive transaction documents will be prepared
by KO's attorneys in form customary for transactions of this type and
complexity. The documents, in addition to those matters specifically set
forth in this letter, will contain customary provisions, including
without limitation, the following:
a. representations and warranties, including without limitation, the
following:
(i) a representation and warranty from Coke Consolidated to KO that
the Preferred Stock has been owned only by the Piedmont
Subsidiary; that it was purchased for $118 million in cash from
Coke Consolidated; that the Preferred Stock is a separate and
distinct class of Preferred Stock different from any other class
of
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equity security of Coke Consolidated that now is outstanding or
now is the subject of any subscription, option, purchase or
similar right; that it is fully paid and non-assessable, and
such other matters as are customary upon the issuance of
securities; and that no other person or entity has now, or ever
had, rights of any kind including without limitation voting,
options, liens, encumbrances, or purchase rights regarding the
Preferred Stock; and
(ii) representations and warranties from Coke Consolidated, Ventures
and the Partnership to KO that the Piedmont Subsidiary has never
conducted business or owned any assets other than the $118
million cash received from the Partnership as a capital
contribution and the Preferred Stock; and that the stock of the
Piedmont Subsidiary is owned by the Partnership free and clear
of any encumbrance, lien or other right or interest of any other
person or entity; and that no other person or entity now has, or
ever had, rights of any kind, including without limitation,
voting, options, liens, encumbrances, or purchase rights
regarding any security of the Piedmont Subsidiary; and
(iii) a representation and warranty from KO Subsidiary to the
Partnership that its ownership interest in the Partnership is
owned free and clear of any encumbrance, lien or other right
or interest of any other person or entity; and that it is
acquiring the stock of the Piedmont Subsidiary for investment
purposes only and not with a view to the distribution thereof;
and
(iv) representations and warranties from each party that it has
received all necessary corporate approvals (including such Board
and share owner, partner or similar approvals as may be
required) and has the authority to enter into the transaction
documents and to
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consummate the transactions contemplated therein and in this
letter; and
b. customary covenants; and
c. conditions precedent, including without limitation, the following:
(i) that KO's due diligence review of Coke Consolidated, as
described in paragraph 3 below, be completed to its
satisfaction; and
(ii) that the transactions receive Hart-Scott-Rodino clearance, and
that any other requisite government approvals be obtained and
that any waiting periods be complied with; and
(iii) approval of the Boards of Directors and share owners of the
parties as may be required; and
(iv) receipt of any required consents of parties to contracts; and
(v) execution of the definitive transaction documents and
satisfaction of all conditions contained therein; and
(vi) delivery of opinions of counsel to Coke Consolidated and KO
regarding the transactions described herein (with the form and
substance of the opinions to be negotiated); and
d. all relevant terms of the Preferred Stock, including without
limitation
(i) those provisions specified in this letter; and
(ii) a provision that, upon the request of either KO or Coke
Consolidated, the other will negotiate in good faith the terms
upon which the Preferred Stock might be repurchased by Coke
Consolidated from KO, it being understood that this obligation
to negotiate is not intended to create any binding obligation on
either KO or Coke Consolidated to consummate such a repurchase,
but
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instead is intended only to require a good faith negotiation so
that each may consider whether such repurchase is in its best
interest at the time.
3. DUE DILIGENCE. Pending the closing, KO and its employees and agents will
have reasonable access to the various locations of Coke Consolidated and
its personnel, accountants, lawyers and consultants during its normal
operating hours for the purpose of conducting, at KO's expense, a
financial, business and legal due diligence review of Coke Consolidated
and its operations.
4. CLOSING. Subject to negotiation of the definitive transaction documents
and to the satisfaction of the conditions set forth therein and in this
letter, the parties will use their reasonable efforts to cause the
closing of the transactions contemplated by this letter (the "Closing
Date") to occur on or before December 31, 1999.
5. CONFIDENTIALITY; NO DISCLOSURE OR PUBLIC ANNOUNCEMENT. No party hereto
and none of their respective agents or representatives will make any
disclosure or public announcement concerning the transactions
contemplated hereby without the prior written approval of both KO and
Coke Consolidated. Notwithstanding the prior sentence, should counsel
to a party advise in writing that disclosure of any information about the
transactions contemplated hereby is required by applicable law,
regulation or court order, such party may make the required disclosure
but only after reviewing the form, content and timing of such disclosure
with the other parties and considering in good faith their input
regarding such disclosures.
6. OTHER RIGHTS. Except as otherwise expressly provided in this letter,
this letter shall not alter, amend, terminate or otherwise affect any
rights of the parties under any other agreement or instrument to which
any of them are parties.
7. NON-BINDING LETTER. This letter is not intended by the parties to
constitute a contract or an offer to enter into a contract, nor to be
binding upon any of the parties, nor to create any legal obligations or
rights in any party with respect to
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any of the matters set forth herein (other than the provisions stated in
this paragraph and in paragraphs 5 and 9, which are intended to be
binding and enforceable) and the parties hereto agree never to assert
that the provisions hereof (other than the provisions stated in this
paragraph and in paragraphs 5 and 9) were intended to create, or have
created, any legal obligations or rights in any party or any other
person with respect to the matters set forth herein.
8. ASSIGNMENT. No party shall assign or transfer any right or obligation
hereunder whether by operation of law or otherwise without the prior
written consent of the other parties. Any such attempted assignment or
transfer in violation of this section shall be void and without legal
effect. Notwithstanding the foregoing, KO and KO Subsidiary shall have
the right to assign all or any of their rights hereunder to any direct
or indirect wholly owned subsidiary of KO.
9. GOVERNING LAW. This letter and the proposed transactions shall be
governed by the law of the State of Delaware without regard to the
principles of conflict of law.
10. MISCELLANEOUS. Headings are provided for the convenience of the parties
and shall not be deemed to have any interpretive meaning.
[Remainder of page intentionally left blank]
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We look forward to working together to negotiate and close the transactions
described in this letter as soon as possible. Kindly indicate you agreement
to the provisions of this letter by signing and returning to me at you
earliest convenience by facsimile to (404) 676-6275.
Cordially,
THE COCA-COLA COMPANY
By: /s/ LAWRENCE R. COWART
-----------------------
Lawrence R. Cowart
Vice President & Director of
Business Development
CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.
By: /s/ LAWRENCE R. COWART
-----------------------
Lawrence R. Cowart, President
Read and accepted this 5th day of November, 1999
PIEDMONT COCA-COLA BOTTLING PARTNERSHIP
By: Coca-Cola Bottling Co. Consolidated, as Managing Agent
By: /s/DAVID V.SINGER
-----------------------
David V. Singer
Vice President and Chief Financial Officer
COCA-COLA BOTTLING CO. CONSOLIDATED
By: /s/ DAVID V. SINGER
-----------------------
David V. Singer
Vice President and Chief Financial Officer
COCA-COLA VENTURES, INC.
By: /s/ DAVID V. SINGER
-----------------------
David V. Singer
Vice President and Chief Financial Officer
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