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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. 18)*
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 23, 1998
(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).
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)
32.9%
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 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)
32.9%
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 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)
32.9%
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 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)
32.9%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
-5-
AMENDMENT NO. 18
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. 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, 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended by adding the following:
The 228,512 shares of Class B Common Stock (as defined below
in Item 4) acquired by The Coca-Cola Company in the KO
Exchange (as defined below in Item 4) have been acquired in
exchange for the surrender by The Coca-Cola Company to
Consolidated of 228,512 shares of Common Stock.
-6-
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following:
On November 23, 1998, Consolidated entered into an exchange
transaction (the "Harrison Exchange") pursuant to which
J. Frank Harrison, Jr. (also referred to herein as "J. Frank
Harrison") acquired from Consolidated 792,796 shares of
Class B Common Stock, par value $1.00 per share (the "Class
B Common Stock"), of Consolidated in exchange for
surrendering to Consolidated 792,796 shares of Common Stock.
The Common Stock has one vote per share, and the Class B
Common Stock has twenty votes per share.
On November 23, 1998, Consolidated delivered a written
notice to The Coca-Cola Company indicating that, as a result
of the Harrison Exchange, The Coca-Cola Company was entitled
to exercise contractual preemptive rights to acquire from
Consolidated 228,512 shares of Class B Common Stock in
exchange for surrendering to Consolidated 228,512 shares of
Common Stock (the "KO Exchange"). The preemptive rights
arise under the Stock Rights and Restrictions Agreement
dated as of January 27, 1989 between The Coca-Cola Company
and Consolidated and permit The Coca-Cola Company to
preserve its percentage voting interest in Consolidated at
22.59%. On November 24, 1998, The Coca-Cola Company elected
to exercise its contractual preemptive rights to effect the
KO Exchange.
Concurrently with the Harrison Exchange and the KO Exchange,
J. Frank Harrison transferred 1,505,592 shares of
Consolidated Class B Common Stock to three newly-formed
family limited partnerships and the general partner of the
three family limited partnerships (collectively, the
"Harrison Entities"). In addition, J. Frank Harrison, III
and Reid M. Henson, as co-trustees under an Irrevocable
Trust Agreement of J. Frank Harrison for the Primary Benefit
of His Children, dated October 14, 1988, transferred to the
Harrison Entities 99,942 shares of Consolidated Class B
Common Stock held by that trust. In connection with the
transfers to the Harrison Entities, The Coca-Cola Company
and Carolina entered into an Agreement with J. Frank
Harrison, J. Frank Harrison, III, and Reid M. Henson, dated
November 23, 1998 (the "Amendment Agreement") pursuant to
which amendments were made to the following agreements among
the parties: (1) 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"), (2) the Shareholder's Agreement
among The Coca-Cola Company, J. Frank Harrison, J. Frank
Harrison, III and others, dated as of December 17, 1988 (the
"Shareholder's Agreement"), and (3) 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").
The Amendment Agreement is included as Exhibit BB (99.2) to
this Schedule 13D. Under the Amendment Agreement, (A) the
Shareholder's Agreement was amended to confirm that the
Harrison Entities would constitute "Permitted Transferees"
under the terms of the Shareholder's Agreement, (B) the
Voting Agreement was amended to confirm that the irrevocable
proxy granted by The Coca-Cola Company to J. Frank Harrison
and J. Frank Harrison, III would not terminate as a result
of the transfers to the Harrison Entities, and (C) the Stock
Rights and Restrictions Agreement was amended to confirm
that the transfers to the Harrison Entities would not affect
the call option granted by The Coca-Cola Company to
Consolidated under Section 6 of the Stock Rights and
Restrictions Agreement. 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, no Reporting Person has (and, to the best
knowledge of the Reporting Persons, no director, executive
officer or controlling person of any Reporting Person 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;
-7-
(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 any of its subsidiaries;
(iv) Any 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 inter-dealer 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended by adding the following:
After giving effect to the Harrison Exchange and the KO
Exchange, each of the Reporting Persons now beneficially
owns 1,984,495 shares of Common Stock (or approximately
32.9% of the outstanding shares of Common Stock at
November 24, 1998), and 497,670 shares of Class B Common
Stock (or approximately 21.3% of the outstanding shares
of Class B Common Stock at November 24, 1998). After
giving effect to such exchanges, each of the Reporting
Persons now beneficially owns shares of Consolidated
representing in the aggregate approximately 22.6% 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 (the
"Proxy"). As a result of the Proxy, the Reporting Persons
may be deemed to share voting power with such persons with
respect to the shares of Common Stock and Class B Common
Stock beneficially owned by the Reporting Persons.
To the knowledge of the Reporting Persons based solely on
information furnished to the Reporting Persons 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 information furnished to the Reporting Persons by J.
Frank Harrison, Jr. and J. Frank Harrison, III, 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.
-8-
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.
The following information, derived solely from information
furnished to the Reporting Persons by J. Frank Harrison, Jr.
and J. Frank Harrison, III (the "Harrison Information"),
reflects the beneficial ownership by J. Frank Harrison, Jr.
and J. Frank Harrison, III of shares of Common Stock and
Class B Common Stock:
AMOUNT AND PERCENT
NATURE OF PERCENT OF
NAME TITLE BENEFICIAL OF AGGREGATE TOTAL
OF OWNERSHIP CLASS VOTE VOTE
CLASS (1)(2)(3)(4) (2) (2) (2)
--------------------------------------------------------------------
J. Frank Common 4,804,772 55.8%
Harrison, Stock
Jr., J.
Frank
Harrison,
III and Class B 2,339,250 99.9% 49,008,022 92.8
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 shares of Common Stock (shares of Class B Common Stock
are convertible into shares of Common Stock on a one for one
basis at the option of the holder); 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) 1,605,534 shares of Class B Common Stock (convertible
into shares of Common Stock) held directly by three family
limited partnerships, as to which the Harrison Information
reflects J. Frank Harrison, Jr. as having sole voting power
and sole investment power pursuant to the terms of the
limited partnership agreements for each such partnership and
the terms of the operating agreement of the limited
liability company which is the general partner of each such
partnership; (ii) 235,786 shares of Common Stock held by a
trust for the benefit of certain relatives of Mr. Harrison,
Jr. as to which the Harrison Information reflects Mr.
Harrison, Jr. as having sole voting power and no investment
power; (iii) 1,984,495 shares of Common Stock and 497,670
shares of Class B Common Stock (convertible into shares of
Common Stock) held by Carolina Coca-Cola Bottling Investments,
Inc. subject to the terms of the Proxy, as to which J. Frank
Harrison, III has shared voting and no investment power;
(iv) 235,786 shares of Class B Common Stock (convertible into
shares of Common Stock) held by a trust for the benefit of
Mr. Harrison, Jr. and certain of his relatives, as to which
the Harrison Information
-9-
reflects Mr. Harrison, Jr. as having sole voting power and
J. Frank Harrison, III and Reid M. Henson as sharing
investment power as co-trustees; (v) 741 shares of Common
Stock and 260 shares of Class B Common Stock (convertible
into shares of Common Stock) 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 Harrison
Information reflects Mr. Harrison, III as possessing sole
voting and investment power; (vi) 2,000 shares of Common Stock
owned directly by Reid M. Henson, as to which the Harrison
Information reflects Mr. Henson as having sole voting and
investment power; (vii) 100,000 shares of Common Stock which
Mr. Harrison, Jr. presently has the right to acquire through
the exercise of options; and (viii) 142,500 shares of
Common Stock which Mr. Harrison, III presently has the right
to acquire through the exercise of options; and (b) as to
Class B Common Stock: (i) 1,605,534 shares of Class B
Common Stock held directly by three family limited
partnerships, as to which the Harrison Information reflects
J. Frank Harrison, Jr. as having sole voting power and sole
investment power pursuant to the terms of the limited
partnership agreements for each such partnership and the
terms of the operating agreement of the limited liability
company which is the general partner of each such
partnership; (ii) 235,786 shares of Class B Common Stock
held by a trust for the benefit of Mr. Harrison, Jr. and
certain of his relatives as to which the Harrison
Information reflects Mr. Harrison, III and Mr. Henson as
sharing investment power as co-trustees and as to which the
Harrison Information reflects Mr. Harrison, Jr. as
possessing sole voting power; (iii) 260 shares of Class B
Common Stock 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 Harrison Information
reflects Mr. Harrison, III as possessing sole voting and
investment power; and (iv) 497,670 shares of Class B Common
Stock held by Carolina Coca-Cola Bottling Investments, Inc.
subject to the terms of the Proxy, as to which Mr. Harrison,
III has shared voting power 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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended by adding the following:
On November 23, 1998, Consolidated entered into the Harrison
Exchange pursuant to which J. Frank Harrison acquired
792,796 shares of Class B Common Stock in exchange for
surrendering to Consolidated 792,796 shares of Common Stock.
The Common Stock has one vote per share, and the Class B
Common Stock has twenty votes per share.
On November 23, 1998, Consolidated delivered a written
notice to The Coca-Cola Company indicating that, as a
result of the Harrison Exchange, The Coca-Cola Company was
entitled to exercise contractual preemptive rights under the
Stock Rights and Restrictions Agreement to acquire from
Consolidated 228,512 shares of Class B Common Stock in
exchange for surrendering to Consolidated 228,512 shares of
Common Stock. On November 24, 1998, The Coca-Cola Company
elected to exercise such contractual preemptive rights to
effect the KO Exchange.
Concurrently with the Harrison Exchange and the KO Exchange,
J. Frank Harrison transferred 1,505,592 shares of
Consolidated Class B Common Stock to the Harrison Entities.
In addition, J. Frank Harrison, III and Reid M. Henson, as
co-trustees under an Irrevocable Trust Agreement of J. Frank
Harrison for the Primary Benefit of His Children, dated
October 14, 1988, transferred to the Harrison Entities
99,942 shares of Consolidated Class B Common Stock held by
that trust. In connection with the transfers to the
Harrison Entities, The Coca-Cola Company, Carolina, J. Frank
Harrison, J. Frank Harrison, III, and Reid M. Henson
-10-
entered into the Amendment Agreement, pursuant to which the
Existing Agreements were amended as follows: (A) the
Shareholder's Agreement was amended to confirm that the
Harrison Entities would constitute "Permitted Transferees"
under the terms of the Shareholder's Agreement, (B) the
Voting Agreement was amended to confirm that the irrevocable
proxy granted by The Coca-Cola Company to J. Frank Harrison
and J. Frank Harrison, III would not terminate as a result
of the transfers to the Harrison Entities, and (C) the Stock
Rights and Restrictions Agreement was amended to confirm that
the transfers to the Harrison Entities would not affect the
call option granted by The Coca-Cola Company to Consolidated
under Section 6 of the Stock Rights and Restrictions
Agreement. The Amendment Agreement is included as Exhibit
BB (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.
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 BB (99.2) - Agreement dated November 23, 1998
among The Coca-Cola Company, Carolina
Coca-Cola Bottling Investments, Inc.,
and J. Frank Harrison, J. Frank Harrison, III,
and Reid M. Henson
-11-
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 24, 1998
THE COCA-COLA TRADING COMPANY
By: /s/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Vice President and
Chief Financial Officer
Date: November 24, 1998
COCA-COLA OASIS, INC.
By: /s/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Chief Financial Officer
Date: November 24, 1998
CAROLINA COCA-COLA BOTTLING
INVESTMENTS, INC.
By: /s/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Vice President and
Chief Financial Officer
Date: November 24, 1998
-12-
EXHIBIT INDEX
EXHIBIT DESCRIPTION
A (99.1) Directors and Executive Officers of the
Reporting Persons
BB (99.2) Agreement dated November 23, 1998 among
The Coca-Cola Company, Carolina Coca-Cola
Bottling Investments, Inc., and J. Frank
Harrison, J. Frank Harrison, III, and Reid M.
Henson
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
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
-2-
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 500 Newport Center Drive
company Suite 900
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
William P. Casey Senior Vice President and
President of the Greater
Europe Group
Ralph H. Cooper Senior Vice President and The Minute Maid Company
President and Chief 2000 St. James Place
Executive Officer of Houston, TX 77056
The Minute 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
Jack L. Stahl Senior Vice President and
President of the North
America Group
Carl Ware Senior Vice President and
President of the Africa
Group
-3-
EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY (continued)
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
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.
Charles S. Frenette Senior Vice President and
Chief Marketing Officer
Joseph R. Gladden, Senior Vice President and
Jr. General Counsel
George Gourlay Senior Vice President and
Manager of the Technical
Operations Division
Earl T. Leonard, Senior Vice President,
Jr. Corporate Affairs
Michael W. Walters Vice President of Human Resources
-4-
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
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
-2-
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
-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
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.
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 Senior Staff Counsel,
Corporate Legal 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.
-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
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.
-2-
EXHIBIT BB (99.2)
AGREEMENT
THIS AGREEMENT (this "Agreement"), dated November 23, 1998,
is entered into among 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 ("CCCBI"), J. FRANK HARRISON, individually,
J. FRANK HARRISON, III, individually and as co-trustee, (the
"Harrisons") and REID M. HENSON, as co-trustee only ("Henson").
BACKGROUND
KO, the Harrisons and Henson are parties to that certain
Voting Agreement effective as of January 27, 1989 (the "Voting
Agreement"); KO, the Harrisons and Henson are parties to that
certain Shareholder's Agreement effective as of December 17, 1988
(the "Shareholder's Agreement"); and KO and Coca-Cola Bottling
Co. Consolidated, a Delaware corporation ("Consolidated"), are
parties to that certain Stock Rights And Restrictions Agreement
effective as of January 27, 1989 (the "SR&R Agreement")
(collectively the "Stock Agreements").
CCCBI, as transferee of certain shares of Consolidated Stock
(defined below) and certain other assets and rights of KO, has
agreed to be a party to the Agreement.
J. Frank Harrison intends to create several family limited
partnerships (the "Harrison Partnerships") for the purpose of
holding and owning shares of Consolidated Common Stock and Class
B Common Stock ("Consolidated Stock") and he desires to transfer
his Consolidated Stock to the Harrison Partnerships in return for
limited partnership interests therein. In addition, he intends to
form one or more Tennessee limited liability companies and/or
corporations (the "Harrison Companies") for the purpose of
serving as general partners of the various Harrison Partnerships
and capitalize the Harrison Companies with a portion of his
shares of Consolidated Stock which will be subsequently
transferred to the Harrison Partnerships in return for the
general partnership interests in each of the Harrison
Partnerships. Furthermore, the Harrisons and Henson will cause
various trusts for the benefit of J. Frank Harrison and/or his
issue to transfer shares of Consolidated Stock to the various
Harrison Partnerships in return for limited partnership interests
therein.
Following the transfers described above, all of the limited
partnership interests in the Harrison Partnerships and all of the
membership interests in any limited liability companies and/or
shares of stock in any corporations serving as general partners
of the Harrison Partnerships will be held and owned by persons
and/or trusts who are Permitted Transferees under the
Shareholder's Agreement.
The parties hereto have agreed to execute this document in
order to confirm their agreement that the Consolidated Stock
transfers contemplated hereinabove will be considered transfers
to Permitted Transferees under the Stock Agreements and to
further clarify the relative rights and obligations of the
Harrison Partnerships, Harrison Companies and the parties hereto
under the Stock Agreements.
Accordingly, the parties hereto agree as follows:
SECTION 1. PERMITTED TRANSFEREES. Section 2(g) of the
Shareholder's Agreement is hereby amended to read as follows:
"Permitted Transferee" of any Shareholder shall mean such
Shareholder's spouse, lineal descendants, adopted children, any
spouse of any such lineal descendant or adopted child, any trust
created and existing solely for the benefit of any such person
and any organization described in Section 501(c)(3) of the
Internal Revenue Code, if such organization is exempt from tax
under Section 501(a) of such Code, any executor of such
Shareholder's estate, or any beneficiary of any trust which is a
Shareholder, any family limited partnerships, limited liability
companies and/or corporations owned and controlled exclusively by
persons or entities otherwise qualifying as a Permitted
Transferee; provided that no person or organization shall be a
Permitted Transferee unless he, she or it consents in writing to
be bound by the obligations imposed upon the Harrisons hereunder
and the voting obligations of the Harrisons and the Co-Trustees
under Section 1(a) of the Voting Agreement.
SECTION 2. IRREVOCABLE PROXY. Section 7(f) of the Voting
Agreement is hereby amended to read as follows:
(f) The irrevocable proxy shall terminate (but all other
provisions of this Agreement shall remain in effect) at such time
as (i) J. Frank Harrison, the executors and/or trustees under 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 currently owned by J. Frank Harrison, or (ii) the trusts
which are parties to that certain Shareholder's Agreement dated
as of December 13, 1988 among the Company, the Harrisons 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 held by them, in the aggregate, as of the date of
original execution of this Agreement (January 27, 1989).
SECTION 3. CALL OPTION CONTINUATION. KO and CCCBI hereby
agree that (i) the transfers of Consolidated Stock described
hereinabove shall not be considered an event described in the
last subparagraph of Paragraph 6 of the SR&R Agreement which
results in the Harrisons no longer exercising voting control over
Consolidated; therefore, such transfers of Consolidated Stock to
the Harrison Partnerships and/or the Harrison Companies described
above will not affect Consolidated's call option under Paragraph
6 of the SR&R Agreement, subject to the continuing qualification
of the Harrison Partnerships and/or the Harrison Companies as
Permitted Transferees as defined in Section 1 hereof; (ii) the
Harrison Partnerships and the Harrison Companies shall be deemed
by KO and CCCBI to be included within the definition of the term
"Harrisons" therein; and (iii) Consolidated shall be considered
an intended third party beneficiary of this Section 3.
SECTION 4. 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) All share certificates transferred to the Harrison
Partnerships or Harrison Companies in accordance with this
Agreement shall bear a legend acknowledging that the shares of
Consolidated Stock are subject to the rights, duties, obligations
and requirements of the Stock Agreements, as amended.
(d) This Agreement shall be construed with and as a part of
the Stock Agreements.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
THE COCA-COLA COMPANY J. FRANK HARRISON
By: /s/ LAWRENCE R. COWART /s/ J. FRANK HARRISON
--------------------------- -----------------------------
Name: Lawrence R. Cowart
Title: Vice President
CAROLINA COCA-COLA BOTTLING J. FRANK HARRISON, III,
INVESTMENTS, INC. INDIVIDUALLY AND AS TRUSTEE
By: /s/ LAWRENCE R. COWART /s/ J. FRANK HARRISON, III
--------------------------- -----------------------------
Name: Lawrence R. Cowart
Title: President
REID M. HENSON, TRUSTEE
/s/ REID M. HENSON
-----------------------------