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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. 15)
(INCLUDING A RESTATEMENT OF SCHEDULE 13D
AND AMENDMENTS NOS. 1 THROUGH 14 THERETO) *
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
With a Copy to:
Carol Crofoot Hayes, Esq.
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 17, 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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
*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) [ ]
(b) [ X ]
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 2,488,497 shares of Common Stock, $1.00 par value per share
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,488,497 shares of Common Stock, $1.00 par value per share
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,488,497 shares of Common Stock, par value $1.00 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)
33.99%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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, a Delaware
corporation, having its principal executive offices at One Coca-Cola
Plaza, Atlanta, Georgia 30313, telephone (404) 676-2121.
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 Coca-Cola Company is set forth in Exhibit A (99)
attached hereto, including each director's and executive officer's
business address, present principal occupation or employment,
citizenship and other information.
Neither The Coca-Cola Company nor, to the best of its knowledge, any
director, executive officer or controlling person of The Coca-Cola
Company 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 either The Coca-Cola Company or any director, executive
officer or controlling person of The Coca-Cola Company 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.
The following is a chronological list of responses to Item 3 from the
original Schedule 13D filing through all amendments, including Amendment
No. 15 first filed today.
SCHEDULE 13D DATED MAY 7, 1987, FILED WITH THE COMMISSION ON MAY 18, 1987
On May 7, 1987, The Coca-Cola Company and Coca-Cola Bottling Co.
Consolidated entered into a stock purchase agreement dated as of May
7, 1987 (the "Stock Purchase Agreement"), a copy of which is set forth
as Exhibit B hereto, which provides for the purchase by The Coca-Cola
Company of 1,355,009 shares of Common Stock and 269,183 shares of
- 3 -
Class B Common Stock, $1.00 par value per share (the "Class B Common
Stock"), of Consolidated (the aggregate shares of Common Stock and
Class B Common Stock to be purchased by The Coca-Cola Company are
hereinafter referred to collectively as the "Purchased Shares"), which
will constitute 20% of the total outstanding Common Stock and Class B
Common Stock, respectively, and 20% of the voting power of
Consolidated.
The aggregate consideration for the Purchased Shares (exclusive of
expenses, including legal fees) is $62,531,392, or a price per share
of $38.50. The funds required for such purpose will be obtained from
the working capital of The Coca-Cola Company and will be paid to
Consolidated at the closing of the transactions contemplated by the
Stock Purchase Agreement.
Pursuant to the Stock Purchase Agreement, The Coca-Cola Company agreed
not to sell, assign, transfer or otherwise dispose of all or any of
its shares of Common Stock or Class B Common Stock for five years from
the date of the Stock Purchase Agreement (unless required to do so by
court order or law), not to purchase or acquire additional shares of
Common Stock or Class B Common Stock except as contemplated or
provided in the Stock Purchase Agreement, and not to sell or otherwise
dispose of shares of Class B Common Stock without converting them into
Common Stock. The Coca-Cola Company granted Consolidated a right of
first refusal with respect to any sale, assignment, transfer or other
disposition by The Coca-Cola Company of the Purchased Shares and
Consolidated granted The Coca-Cola Company certain "piggy-back" and
demand registration rights with respect to such shares. Consolidated
has the right for a period of five years from the date of the closing
under the Stock Purchase Agreement to accrue any dividends due to The
Coca-Cola Company on its Common Stock or Class B Common Stock, such
accrued amounts being payable not later than the fifth anniversary of
the closing under the Stock Purchase Agreement with interest from the
third through the fifth years. The Stock Purchase Agreement contains
provisions intended to maintain The Coca-Cola Company's proportionate
20% interest in the Common Stock and Class B Common Stock, and its
proportionate 20% voting interest in Consolidated represented by such
shares.
The Coca-Cola Company was also given the right to have its nominee
(who shall be reasonably acceptable to Consolidated) seated on
Consolidated's Board of Directors as promptly as practicable after the
closing under the Stock Purchase Agreement, and to have such person
(or a successor) nominated and elected at each subsequent election of
Consolidated's directors. The Coca-Cola Company's right to such board
representation shall continue so long as The Coca-Cola Company holds,
directly or indirectly, at least l5% of the total voting power of all
classes of common stock of Consolidated.
Furthermore, The Coca-Cola Company, J. Frank Harrison and J. Frank
Harrison, III also entered into a Voting Agreement dated May 7, 1987
(the "Voting Agreement"), a copy of which is set forth as Exhibit C
hereto, as described in Item 5 below.
The closing of the transactions contemplated by the Stock Purchase
Agreement is subject to the prior satisfaction of certain specified
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conditions, including the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt
by Consolidated of a fairness opinion of Salomon Bros. Inc.
AMENDMENT NO. 1 TO SCHEDULE 13D DATED JUNE 26, 1987, FILED WITH THE
COMMISSION ON JULY 15, 1987
Item 3 is hereby amended by adding the following:
On June 26, 1987, The Coca-Cola Company acquired, pursuant to the
stock purchase agreement dated as of May 7, 1987 (the "Stock Purchase
Agreement") between The Coca-Cola Company and Coca-Cola Bottling Co.
Consolidated ("Consolidated"), 1,355,033 shares of Common Stock (the
"Common Stock") and 269,158 shares of Class B Common Stock, $1.00 par
value per share (the "Class B Common Stock"), of Consolidated (the
aggregate shares of Common Stock and Class B Common Stock to be
purchased by The Coca-Cola Company are hereinafter referred to
collectively as the "Purchased Shares"), which represent 20% of the
outstanding Common Stock and Class B Common Stock, respectively, and
20% of the voting power of Consolidated.
The aggregate consideration for the Purchased Shares (exclusive of
expenses, including legal fees) was $62,531,353.50, or a price per
share of $38.50.
Pursuant to the Stock Purchase Agreement, The Coca-Cola Company
designated M. Douglas Ivester, Senior Vice President and Chief
Financial Officer of The Coca-Cola Company, as its representative on
the Board of Directors of Consolidated and it is expected that
Mr. Ivester will be appointed to the Board at its next meeting,
scheduled for early August 1987.
AMENDMENT NO. 3 TO SCHEDULE 13D DATED DECEMBER 23, 1988, FILED WITH THE
COMMISSION ON DECEMBER 27, 1988
Item 3 is hereby amended by adding the following:
On December 23, 1988, The Coca-Cola Company and Coca-Cola Bottling
Co. Consolidated ("Consolidated") entered into a Letter of Intent
(the "Letter"), pursuant to which The Coca-Cola Company expressed
its intent to acquire an additional 1,100,000 shares of Common
Stock, par value $1.00 per share (the "Common Stock"), of
Consolidated (the additional shares of Common Stock to be purchased
by The Coca-Cola Company are hereinafter referred to as the
"Purchased Shares"). Upon consummation of the acquisition of the
Purchased Shares, The Coca-Cola Company will beneficially own
2,455,033 shares of Common Stock (or approximately 31.16% of the
outstanding shares of Common Stock at December 23, 1988) and
269,158 shares of Class B Common Stock, par value $1.00 per share
("Class B Common Stock") (or approximately 20% of the outstanding
shares of Class B Common Stock at December 23, 1988), of
Consolidated, representing in the aggregate approximately
22.57% of the total voting power of all outstanding
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capital stock of Consolidated. As previously disclosed, The
Coca-Cola Company has granted an irrevocable proxy to J. Frank
Harrison and/or J. Frank Harrison, III with respect to its shares
of Class B Common Stock and on December 17, 1988 entered into a
Shareholder's Agreement with the Harrisons and certain other
shareholders of Consolidated which provided that The Coca-Cola
Company would have rights of first refusal and purchase obligations
in certain circumstances with respect to the shares of Common Stock
and Class B Common Stock owned by the other parties to the
Shareholder's Agreement.
Pursuant to the Letter, The Coca-Cola Company would transfer to
Consolidated all outstanding shares of capital stock of The
Coca-Cola Bottling Company of West Virginia, Inc., a Delaware
corporation (the "Bottler"), in exchange for the Purchased Shares
and the cash payment by Consolidated to The Coca-Cola Company of
$2,000,000. In addition, the acquisition of the Purchased Shares
is conditioned upon the execution by Consolidated and its
subsidiaries of The Coca-Cola Company's 1987 Bottle Contract. The
1987 Bottle Contract would provide that Consolidated and its
subsidiaries purchase their entire requirements of concentrates and
syrups for Coca-Cola trademark beverages from The Coca-Cola Company
at prices and with terms of payment and other terms and conditions
of supply as determined from time to time by The Coca-Cola Company.
The 1987 Bottle Contract would be perpetual, subject to termination
by The Coca-Cola Company in the event of a default, and would not
be assignable. Events of default would include (i) the bottler's
insolvency, dissolution, receivership or the like; (ii) any
disposition by the bottler or any of its bottler subsidiaries of
any voting securities of any bottler subsidiary without the consent
of The Coca-Cola Company; and (iii) any material breach of any
obligation under the 1987 Bottle Contract. If the 1987 Bottle
Contract is terminated, then The Coca-Cola Company would also have
the right to terminate the bottle contracts of all other bottlers
controlled by the terminated bottler.
In addition, the Letter provides that in the event that the Adjusted
Working Capital (as defined in the Letter) of the Bottler as of the
closing date of the transactions contemplated by the Letter is less
than $5,850,000, then The Coca-Cola Company will pay to the Bottler
an amount in cash equal to the amount of the deficiency, and if the
Adjusted Working Capital as of such date exceeds $5,850,000, then
Consolidated will pay to The Coca-Cola Company an amount in cash
equal to such excess. Consolidated shall also pay to The Coca-Cola
Company the amount of any intercompany balances due from the
Bottler to The Coca-Cola Company in cash at closing. The funds
required for the transactions contemplated by the Letter will be
obtained from the working capital of The Coca-Cola Company.
The closing of the transactions contemplated by the Letter is
subject to negotiation of a definitive acquisition agreement;
completion of a satisfactory due diligence review of the Bottler by
Consolidated; the prior satisfaction of certain specified conditions,
including the expiration of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 (with respect both to the
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acquisition by The Coca-Cola Company of the Purchased Shares and
the acquisition by Consolidated of the Bottler); the execution by
Consolidated and its subsidiaries of The Coca-Cola Company's 1987
Bottle Contract and related agreements; and other customary
conditions. The definitive acquisition agreement will provide for
the termination thereof if the closing of the transactions
contemplated thereby does not occur by January 30, 1989.
It is anticipated that the definitive acquisition agreement will
provide (i) for certain indemnification of Consolidated by The
Coca-Cola Company for breaches of The Coca-Cola Company's
representations and warranties in the definitive acquisition
agreement, to the extent (except for those matters described in
(ii) and (iii) below) that the aggregate amount of resulting losses
exceeds $100,000 on an after tax basis, up to the aggregate amount
of $600,000 on an after tax basis; (ii) for losses or expenses
arising out of or relating to certain violations, if any, of
antitrust laws by the Bottler or the Bottler's underground storage
tanks; and (iii) for certain tax liabilities of the Bottler. The
Coca-Cola Company shall have the option to elect to satisfy any
claims for indemnification by Consolidated by returning shares of
Common Stock to Consolidated, valued at 110% of the $38.50 price
per share paid by The Coca-Cola Company for such shares pursuant to
the Stock Purchase Agreement dated as of May 7, 1987 between The
Coca-Cola Company and Consolidated (the "Stock Purchase
Agreement").
It is also anticipated that the definitive acquisition agreement
will provide for certain indemnification of The Coca-Cola Company
by Consolidated for certain losses or expenses arising out of or
relating to certain violations, if any, of antitrust laws by
Consolidated or Consolidated's underground storage tanks.
Consolidated shall have the option at its election to satisfy any
claims for indemnification by issuing additional shares of
Consolidated capital stock to The Coca-Cola Company, valued for
that purpose at 110% of the $38.50 price per share paid by The
Coca-Cola Company pursuant to the Stock Purchase Agreement.
The Letter provides that the Stock Purchase Agreement would be
amended to provide that (i) the Purchased Shares would be entitled
to the same registration rights applicable to shares currently held
by The Coca-Cola Company; (ii) The Coca-Cola Company would have a
preemptive right to maintain an equity interest of 29.54% in
Consolidated's capital stock (provided that, in the event that
Consolidated exercises its call option described below, such
percentage will be adjusted to reflect The Coca-Cola Company's new
ownership level following the exercise of such option); and (iii)
the rights of Consolidated to limit the ownership interests of The
Coca-Cola Company in the equity and voting power of Consolidated
shall apply only to the extent that The Coca-Cola Company's equity
interest exceeds 30.54% or its voting interest exceeds 23.53%
(provided that, in the event that Consolidated exercises its call
option described below, such percentages will be adjusted to
reflect The Coca-Cola Company's new ownership level following the
exercise of such option).
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The Letter further provides that the definitive acquisition
agreement will include a provision granting to Consolidated a call
option with respect to that number of shares of Common Stock equal
to the number of shares which, if purchased from The Coca-Cola
Company, would reduce The Coca-Cola Company's ownership of the
equity of Consolidated to 20% (such shares being referred to
hereinafter as the "Option Shares"). Such call option would be
exercisable by Consolidated from the sixth anniversary of the
closing of the transactions provided for under the Letter through
the thirtieth anniversary, by delivery of written notice of
exercise (an "Option Notice"). Consolidated may exercise its
option with respect to all or part of the Option Shares, but it may
not deliver an Option Notice with respect to less than 25% of the
Option Shares. Consolidated shall not be permitted to deliver more
than one Option Notice in any 12-month period or more than a total
of 12 Option Notices during the term of the call option.
The purchase price payable for shares purchased pursuant to such
call option would be established as follows: If Consolidated and
The Coca-Cola Company have not established a mutually agreeable
price for the shares within 30 days of the receipt by The Coca-Cola
Company of an Option Notice, then Consolidated would propose a
nationally recognized investment banking firm to appraise the
Option Shares. If The Coca-Cola Company accepts the proposed
investment banker, then that investment banker would appraise the
Option Shares. Upon receipt of the appraisal, the Consolidated
Board of Directors would review the appraisal and determine whether
Consolidated elects to purchase at the appraised price. If
Consolidated determined to proceed with the purchase, then it would
so notify The Coca-Cola Company and the purchase price would be the
appraised price. If The Coca-Cola Company disapproved the
investment banker proposed by Consolidated, then The Coca-Cola
Company would select a nationally recognized investment banking
firm to provide a second appraisal, and the two investment banking
firms would simultaneously appraise the Option Shares. The
purchase price, determined on a per share basis, would be equal to
the average of the two investment banking firms' appraisals. Upon
receipt of the two appraisals, the Board of Directors of
Consolidated would determine whether or not it elects to proceed
with the purchase at the established price. Any appraisal done by
an investment banking firm would be based upon a valuation method
generally accepted in the bottling industry, including the
discounted free cash flow method of valuation taking into account
historical financial information and expected future growth trends,
but such appraisal would in no event take into account the trading
price of Consolidated shares on NASDAQ or on any securities
exchange. Notwithstanding the foregoing, the price per share paid
by Consolidated for shares acquired pursuant to its call option
shall in no event be less than $42.50 per share (subject to
appropriate adjustment to reflect changes in Consolidated's capital
structure); provided that such minimum price shall not apply to
shares purchased by Consolidated in excess of the 1,100,000 shares
to be acquired by The Coca-Cola Company in the proposed
transaction.
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In the event that Consolidated exercises its call option described
above and, within one year after the exercise of such option, all
of the issued and outstanding capital stock of Consolidated is
acquired in a transaction in which the consideration per share of
Common Stock to be received by shareholders of Consolidated exceeds
the purchase price per share paid by Consolidated to The Coca-Cola
Company pursuant to the exercise of such call option, then The
Coca-Cola Company would be entitled to receive an additional amount
for the shares purchased by Consolidated equal to the difference
between the price actually paid by Consolidated for such shares and
the price that The Coca-Cola Company would have received had such
shares not been purchased by Consolidated.
The call option shall automatically expire prior to the end of its
stated term at such time as the Harrisons no longer exercise voting
control over Consolidated.
The Letter states that, consistent with the terms of the Stock
Purchase Agreement, the definitive acquisition agreement will
provide that (i) The Coca-Cola Company will not transfer its shares
of Common Stock acquired in the proposed transaction during the
five year period following the closing of the proposed transaction;
(ii) the shares acquired by The Coca-Cola Company will be subject
to the right of first refusal of Consolidated provided for in
Section 7.1 of the Stock Purchase Agreement; and (iii) during the
five-year period following the closing of the proposed transaction,
Consolidated may elect to accrue rather than pay dividends declared
on the shares of Common Stock acquired in the proposed transaction;
provided, however, that all such accrued dividends will be paid not
later than the fifth anniversary of the closing of the proposed
transaction, together with accrued interest thereon calculated at
prime (except that no interest shall be payable with respect to
accrued dividend balances for the two-year period following the
closing of the proposed transaction). The existing rights of The
Coca-Cola Company and Consolidated under the Stock Purchase
Agreement have previously been described in this Schedule 13D.
The Letter provides that prior to the consummation of the
transactions contemplated by the Letter, each of The Coca-Cola
Company and Consolidated will cause the respective businesses of
Bottler and Consolidated to be operated in the normal course and
Consolidated will not, and The Coca-Cola Company will not permit
the Bottler to, (i) sell, transfer or otherwise dispose of, or
enter into any agreement to sell, transfer or otherwise dispose of,
any of the respective assets of Bottler or Consolidated other than
sales and dispositions in the ordinary course of business;
(ii) incur, create, or become obligated with respect to any
liabilities or obligations outside the ordinary course of business;
(iii) incur any indebtedness for borrowed money (provided that
Consolidated shall be permitted to incur indebtedness for borrowed
money in the ordinary course of its business in an aggregate
amount not to exceed $220,000,000, plus the amount of any
indebtedness incurred by Consolidated to finance bottler
acquisitions after the date of the Letter and prior to closing
with the consent of The Coca-Cola Company (which consent will
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not be unreasonably withheld)); (iv) issue any shares of capital
stock (except as contemplated herein); or (v) enter into any
agreement to purchase or supply goods or services other than
agreements entered into in the ordinary course of business.
The Voting Agreement dated May 7, 1987 among J. Frank Harrison, Jr.,
J. Frank Harrison, III and The Coca-Cola Company, and the related
irrevocable proxy granted by The Coca-Cola Company with respect to
its shares of Class B Common Stock to J. Frank Harrison, Jr. and
J. Frank Harrison, III, or either of them, are proposed to be
amended in connection with the execution of the definitive
acquisition agreement to provide that the irrevocable proxy would
include to shares of Common Stock held by The Coca-Cola Company, as
well as to shares of Class B Common Stock, and that the proxy would
be granted to J. Frank Harrison, III during his lifetime, and
thereafter to J. Frank Harrison, Jr.
No assurance can be given that the proposed transaction provided for
in the Letter will be consummated in whole or in part, or that if
consummated it will be undertaken on the terms set forth above.
AMENDMENT NO. 4 TO SCHEDULE 13D DATED JANUARY 27, 1989, FILED WITH THE
COMMISSION ON JANUARY 31, 1989
Item 3 is hereby amended by adding the following:
On January 27, 1989, The Coca-Cola Company and Coca-Cola Bottling
Co. Consolidated ("Consolidated") executed and delivered an
Acquisition Agreement (the "Acquisition Agreement") providing for
the acquisition by The Coca-Cola Company of an additional
1,100,000 shares of Common Stock, par value $1.00 per share (the
"Common Stock"), of Consolidated and simultaneously consummated
the transactions provided for thereunder. As a result of the
acquisition of the 1,100,000 shares of Common Stock (the
"Purchased Shares"), The Coca-Cola Company now beneficially owns
2,455,033 shares of Common Stock (or approximately 31.32% of the
outstanding shares of Common Stock at January 27, 1989) and
269,158 shares of Class B Common Stock, par value $1.00 per share
("Class B Common Stock") (or approximately 20% of the outstanding
shares of Class B Common Stock at January 27, 1989), of
Consolidated, representing in the aggregate approximately 22.59%
of the total voting power of all outstanding capital stock of
Consolidated.
As previously disclosed, on May 27, 1987 The Coca-Cola Company
granted an irrevocable proxy to J. Frank Harrison and/or J. Frank
Harrison, III with respect to its shares of Class B Common Stock.
Concurrently with the execution and delivery of the Acquisition
Agreement, such proxy was canceled, and The Coca-Cola Company
granted an irrevocable proxy to J. Frank Harrison, III, during his
lifetime, and to J. Frank Harrison thereafter, with respect to all
shares of Common Stock and Class B Common Stock owned by The
Coca-Cola Company.
- 10 -
Pursuant to the Acquisition Agreement, The Coca-Cola Company
transferred to Consolidated all outstanding shares of capital
stock of The Coca-Cola Bottling Company of West Virginia, Inc., a
Delaware corporation (the "Bottler"), in exchange for the
Purchased Shares and the cash payment by Consolidated to The
Coca-Cola Company of $2,000,000. In addition, Consolidated and
each of its wholly-owned subsidiaries executed The Coca-Cola
Company's 1987 Bottle Contract (the "1987 Bottle Contract"). The
1987 Bottle Contracts provide that Consolidated and its wholly
owned subsidiaries purchase their entire requirements of
concentrates and syrups for Coca-Cola trademark beverages from The
Coca-Cola Company at prices and with terms of payment and other
terms and conditions of supply as determined from time to time by
The Coca-Cola Company. The 1987 Bottle Contracts are perpetual,
subject to termination by The Coca-Cola Company in the event of a
default, and are not assignable. Events of default include
(i) the bottler's insolvency, dissolution, receivership or the
like; (ii) any disposition by the bottler or any of its bottler
subsidiaries of any voting securities of any bottler subsidiary
without the consent of The Coca-Cola Company; and (iii) any
material breach of any obligation under the bottler's 1987 Bottle
Contract. If any 1987 Bottle Contract is terminated, then The
Coca-Cola Company would also have the right to terminate the
bottle contracts of all other bottlers controlled by the
terminated bottler.
The Acquisition Agreement provides for certain purchase price
adjustments following the closing. First, in the event that the
Adjusted Working Capital (as defined in the Acquisition Agreement)
of the Bottler as of the closing date (January 27, 1989) is less
than $4,850,000, then The Coca-Cola Company will pay to the
Bottler an amount in cash equal to the amount of the deficiency,
and if the Adjusted Working Capital as of such date exceeds
$4,850,000, then Consolidated will pay to The Coca-Cola Company an
amount in cash equal to such excess. In addition, the Acquisition
Agreement provides that, if the Operating Cash Flow of
Consolidated for 1989 (as defined in the Acquisition Agreement) is
less than $63,100,000, then Consolidated will pay to The Coca-Cola
Company $1,000,000 in cash by April 1, 1990. If, however, the
Operating Cash Flow of Consolidated for 1989 is equal to or
greater than $63,100,000, then The Coca-Cola Company will pay to
Consolidated $1,000,000 in cash by April 1, 1990.
The Acquisition Agreement provides for certain indemnification of
Consolidated by The Coca-Cola Company for (i) breaches of The
Coca-Cola Company's representations and warranties in the
Acquisition Agreement, to the extent (except for those matters
described in (ii) and (iii) below) that the aggregate amount of
resulting losses exceeds $100,000 on an after-tax basis, up to the
aggregate amount of $600,000 on an after-tax basis; (ii) for losses
or expenses arising out of or relating to (a) certain violations,
if any, of antitrust laws by the Bottler or (b) the Bottler's
underground storage tanks; and (iii) for certain tax liabilities of
the Bottler. The Coca-Cola Company has the option to elect to
satisfy any claims for indemnification by Consolidated by returning
- 11 -
shares of Common Stock to Consolidated, valued at 110% of the
$38.50 price per share paid by The Coca-Cola Company for such
shares pursuant to the Stock Purchase Agreement dated as of May 7,
1987 between The Coca-Cola Company and Consolidated (the "Stock
Purchase Agreement").
The Acquisition Agreement also provides for certain indemnification
of The Coca-Cola Company by Consolidated for certain losses or
expenses arising out of or relating to (i) certain violations, if
any, of antitrust laws by Consolidated, (ii) Consolidated's
underground storage tanks or (iii) breaches of representations and
warranties of Consolidated in the Acquisition Agreement.
Consolidated has the option at its election to satisfy any claims
for indemnification by issuing additional shares of Consolidated
capital stock to The Coca-Cola Company, valued for that purpose at
110% of the $38.50 price per share paid by The Coca-Cola Company
pursuant to the Stock Purchase Agreement.
In connection with the Acquisition Agreement, The Coca-Cola Company
and Consolidated executed and delivered a Stock Rights and
Restrictions Agreement, dated January 27, 1989 (the "Stock Rights
and Restrictions Agreement"), setting forth certain rights and
restrictions applicable to shares of Consolidated's capital stock
owned by The Coca-Cola Company. The provisions of the Stock
Rights and Restrictions Agreement are applicable to shares
acquired by The Coca-Cola Company pursuant to the Stock Purchase
Agreement (the "Initial Shares") and to the Purchased Shares
acquired pursuant to the Acquisition Agreement. The provisions of
the Stock Rights and Restrictions Agreement supersede the
provisions of the Stock Purchase Agreement relating to the rights
and restrictions on shares of Consolidated stock held by The
Coca-Cola Company (which provisions have been described previously
in this Form 13D).
Under the Stock Rights and Restrictions Agreement, during the
five-year period beginning on (i) June 26, 1987, in the case of
the Initial Shares, and (ii) January 27, 1989, in the case of the
Purchased Shares, Consolidated may elect to accrue rather than pay
dividends declared on shares held by The Coca-Cola Company;
provided, however, that all such dividends must be paid not later
than the last day of the respective five-year period, together
with accrued interest thereon calculated at the prime rate as
defined herein (except that no interest is payable with respect to
accrued dividend balances for the first two years of the
respective five-year period).
The Stock Rights and Restrictions Agreement grants to Consolidated
a call option with respect to that number of shares of Common
Stock equal to the number of shares which, if purchased from The
Coca-Cola Company, would reduce The Coca-Cola Company's ownership
of the equity of Consolidated to 20% (such shares being referred
to hereinafter as the "Option Shares"). Such call option is
exercisable by Consolidated from the sixth anniversary of the
closing of the transactions provided for under the Acquisition
Agreement through the thirtieth anniversary, by delivery of written
- 12 -
notice of exercise (an "Option Notice"). Consolidated may
exercise its option with respect to all or part of the Option
Shares, but it may not deliver an Option Notice with respect to
less than 25% of the Option Shares. Consolidated is not permitted
to deliver more than one Option Notice in any 12-month period or
more than a total of 12 Option Notices during the term of the call
option.
The purchase price payable for shares purchased pursuant to such
call option would be established as follows: If Consolidated and
The Coca-Cola Company have not established a mutually agreeable
price for the shares within 30 days of the receipt by The
Coca-Cola Company of an Option Notice, then Consolidated would
propose a nationally recognized investment banking firm to
appraise the Option Shares. If The Coca-Cola Company accepts the
proposed investment banker, then that investment banker would
appraise the Option Shares. Upon receipt of the appraisal, the
Consolidated Board of Directors would review the appraisal and
determine whether Consolidated elects to purchase at the appraised
price. If Consolidated determined to proceed with the purchase,
then it would so notify The Coca-Cola Company and the purchase
price would be the appraised price. If The Coca-Cola Company
disapproved the investment banker proposed by Consolidated, then
The Coca-Cola Company would select a nationally recognized
investment banking firm to provide a second appraisal, and the two
investment banking firms would simultaneously appraise the Option
Shares. The purchase price, determined on a per share basis,
would be equal to the average of the two investment banking firms'
appraisals. Upon receipt of the two appraisals, the Board of
Directors of Consolidated would determine whether or not it elects
to proceed with the purchase at the established price. Any
appraisal done by an investment banking firm would be based upon a
valuation method generally accepted in the bottling industry,
including the discounted free cash flow method of valuation taking
into account historical financial information and expected future
growth trends, but such appraisal would in no event take into
account the trading price of Consolidated shares on NASDAQ or on
any securities exchange. Notwithstanding the foregoing, the price
per share paid by Consolidated for shares acquired pursuant to its
call option would in no event be less than $42.50 per share
(subject to appropriate adjustment to reflect changes in
Consolidated's capital structure); provided that such minimum
price would not apply to shares purchased by Consolidated that had
been acquired by The Coca-Cola Company pursuant to the exercise of
its preemptive rights to maintain its percentage of equity
ownership of Consolidated.
In the event that Consolidated exercises its call option described
above and, within one year after the exercise of such option, all
of the issued and outstanding capital stock of Consolidated is
acquired in a transaction in which the consideration per share of
Common Stock to be received by shareholders of Consolidated exceeds
the purchase price per share paid by Consolidated to The Coca-Cola
Company pursuant to the exercise of such call option, then The
Coca-Cola Company would be entitled to receive an additional amount
for the shares purchased by Consolidated equal to the difference
- 13 -
between the price actually paid by Consolidated for such shares
and the price that The Coca-Cola Company would have received had
such shares not been purchased by Consolidated.
The call option automatically expires prior to the end of its
stated term at such time as the Harrisons no longer exercise
voting control over Consolidated.
In the event that, due to conversions of outstanding shares of
Class B Common Stock into shares of Common Stock or otherwise, The
Coca-Cola Company at any time owns 30.67% or more of the
outstanding shares of all classes of common stock or 23.59% or
more of the total votes of all outstanding shares of all classes
of Consolidated, then The Coca-Cola Company has agreed to
negotiate in good faith for the sale of the shares in excess of
29.67% to Consolidated and will exchange that number of shares of
Class B Common Stock owned by The Coca-Cola Company for shares of
Common Stock so that The Coca-Cola Company thereafter will own not
less than 20% (nor more than 21%) of the outstanding shares of
Class B Common Stock and hold not less than 22.59% (nor more than
23.59%) of the total votes of all outstanding shares of all
classes of Consolidated.
The Stock Rights and Restrictions Agreement also provides that The
Coca-Cola Company (i) will hold the Initial Shares until at least
June 26, 1992 and will hold the Purchased Shares until at least
January 27, 1994, (ii) will not transfer shares of Class B common
stock without first converting them into shares of common stock,
and (iii) will not purchase or acquire additional shares of
Consolidated's stock without the consent of Consolidated or as
otherwise provided in the Stock Rights and Restrictions Agreement.
Moreover, Consolidated has a right of first refusal with respect
to all shares of Consolidated stock held by The Coca-Cola Company
(except that The Coca-Cola Company is permitted to transfer shares
to a wholly-owned subsidiary free of such right of first refusal).
The Stock Rights and Restrictions Agreement also provides The
Coca-Cola Company with the following rights: (i) The Coca-Cola
Company has certain rights commencing on June 26, 1992, in the
case of Initial Shares, and January 27, 1994 in the case of the
Purchased Shares to require registration of such shares under
applicable securities laws and to include such shares in certain
registration statements filed by Consolidated; (ii) The Coca-Cola
Company has a contractual preemptive right to maintain its
ownership of 29.67% of the outstanding shares of common stock of
all classes and 22.59% of the total votes of all outstanding
shares of all classes of Consolidated (provided, that the
percentages set forth above will be reduced to reflect any shares
voluntarily disposed of by The Coca-Cola Company or acquired by
Consolidated pursuant to the exercise of its call option described
above); (iii) The Coca-Cola Company has the right to convert shares
of Common Stock into shares of Class B Common Stock in order to
maintain its ownership of 20% of the outstanding shares of Class B
Common Stock and 20% of the total votes of all outstanding shares
- 14 -
of all classes of Consolidated and (iv) The Coca-Cola Company has
the right to nominate a person to serve as The Coca-Cola Company's
representative on the Board of Directors of Consolidated as long
as The Coca-Cola Company owns 15% of the total voting power of all
classes of Common Stock of Consolidated, and Consolidated will use
its best efforts to cause such designee to be a member of
Consolidated's Board of Directors.
The Voting Agreement dated May 7, 1987 among J. Frank Harrison,
Jr., J. Frank Harrison, III and The Coca-Cola Company, and the
related irrevocable proxy granted by The Coca-Cola Company with
respect to its shares of Class B Common Stock to J. Frank
Harrison, Jr. and J. Frank Harrison, III, or either of them, have
been terminated pursuant to a Termination Agreement dated
January 27, 1989. A new Voting Agreement dated as of January 27,
1989 (the "Voting Agreement") has been entered into by The
Coca-Cola Company, J. Frank Harrison, J. Frank Harrison, III and
Reid M. Henson as Trustee under certain trusts (collectively, the
"Harrisons"). Pursuant to such Voting Agreement, The Coca-Cola
Company has granted to J. Frank Harrison, III, during his
lifetime, and thereafter to J. Frank Harrison, The Coca-Cola
Company's irrevocable proxy with respect to all of its shares of
Common Stock and Class B Common Stock. The irrevocable proxy
relates not only to voting for the election of directors of
Consolidated but also to voting on any matter as to which holders
of Common Stock or Class B Common Stock are entitled to vote;
provided, however, that the Harrisons will not be entitled to vote
such shares with respect to any merger, consolidation, sale of
substantially all of its assets, any other corporate
reorganization or other similar corporate transaction involving
Consolidated, as a result of which the Harrisons would not
exercise voting control as a resulting entity or The Coca-Cola
Company would not have an equity interest in the resulting entity.
In addition, as in the prior Voting Agreement, The Coca-Cola
Company has agreed to support the control of Consolidated by the
Harrison family and cooperate in good faith with the Harrisons
with respect thereto. Under the Voting Agreement, the Harrisons
have agreed to vote all of their stock in order to nominate and
elect as a director of Consolidated one person designated by The
Coca-Cola Company. The Coca-Cola Company has agreed to give good
faith consideration to any proposal by the Harrisons to purchase
the shares of Consolidated stock held by The Coca-Cola Company,
but the Voting Agreement expressly states that the obligation to
give good faith consideration to such proposal does not create any
legally binding option or right to purchase shares held by The
Coca-Cola Company. The Coca-Cola Company has further agreed that,
in the event that the Harrisons are unable to vote their shares of
Class B Common Stock, J. Frank Harrison, III and in the event of
his death, J. Frank Harrison, have the option to purchase shares
of Class B Common Stock held by The Coca-Cola Company for $38.50
per share plus an amount sufficient to give The Coca-Cola Company
a 25% compounded annual rate of return from May 7, 1987 (after
taking into account dividends and other distributions previously
received thereon).
- 15 -
AMENDMENT NO. 5 TO SCHEDULE 13D DATED APRIL 18, 1991, FILED WITH THE
COMMISSION ON APRIL 19, 1991
Item 3 is hereby amended, and is hereby further amended and restated
by this Amendment No. 15, as follows:
Pursuant to the Stock Purchase Agreement, dated May 7, 1987, between
The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated
("Consolidated"), the current designated representative of The
Coca-Cola Company to the Consolidated Board of Directors is David L.
Kennedy, Senior Vice President of the Coca-Cola USA Division of The
Coca-Cola Company.
AMENDMENT NO. 6 TO SCHEDULE 13D DATED DECEMBER 16, 1991, FILED WITH THE
COMMISSION ON DECEMBER 18, 1991
Item 3 is amended and supplemented by adding to the information
previously filed under this item the following:
The Coca-Cola Company and Coca-Cola Financial Corporation, a
Delaware corporation and a wholly-owned subsidiary of The Coca-Cola
Company ("CCFC"), presently intend that if the proposed acquisition by
CCFC of shares of preferred stock of Consolidated and the proposed
bridge loan and letter of credit facility to be provided to
Consolidated by CCFC, which are described in Item 4 of this
Schedule 13D, are consummated, the funds required for such acquisition
and such loan would be obtained through the issuance by CCFC of short-
term commercial paper obligations or medium term notes to various
financial institutions and other qualified investors.
AMENDMENT NO. 7 TO SCHEDULE 13D DATED DECEMBER 20, 1991, FILED WITH THE
COMMISSION ON DECEMBER 23, 1991
Item 3 is amended and supplemented by adding to the information
previously filed under this item the following:
The funds required for the acquisition by Coca-Cola Financial
Corporation, a wholly-owned subsidiary of The Coca-Cola Company
("CCFC"), of 25,000 newly issued shares of Series B Senior Cumulative
Non-Convertible Preferred Stock of Consolidated and the $230,000,000
bridge loan and letter of credit facility made available by CCFC to
Consolidated, which are described in Item 4 of this Schedule 13D, were
obtained through the issuance by CCFC of short-term commercial paper
obligations and medium term notes.
- 16 -
AMENDMENT NO. 12 TO SCHEDULE 13D DATED JUNE 15, 1993, FILED WITH THE
COMMISSION ON JUNE 16, 1993
Working capital will provide the funds used by The Coca-Cola
Company for the purchase of shares of common stock of Coca-Cola
Bottling Co. Consolidated referred to in Item 6.
ITEM 4. PURPOSE OF TRANSACTION.
The following is a chronological list of responses to Item 4 from the
original Schedule 13D filing through all amendments, including Amendment
No. 15 first filed today.
SCHEDULE 13D DATED MAY 7, 1987, FILED WITH THE COMMISSION ON MAY 18, 1987
The purpose of the acquisition of the Purchased Shares is to enable
The Coca-Cola Company to make an equity investment in Consolidated.
The Coca-Cola Company believes that the acquisition of the Purchased
Shares is an advantageous investment for The Coca-Cola Company and is
also beneficial to Consolidated, which will apply the purchase price
for the Purchased Shares to reduce its outstanding indebtedness.
Except for the acquisition of the Purchased Shares, and the other
actions contemplated by the Stock Purchase Agreement (including the
right of The Coca-Cola Company to nominate one member of the Board of
Directors of Consolidated and to maintain its 20% equity and voting
interest), the actions contemplated by the Voting Agreement and as set
forth below, The Coca-Cola Company has no plans or proposals which
relate to or would result in:
i) The acquisition 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 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 of Directors;
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) Any change in Consolidated's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Consolidated by any person;
- 17 -
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 quotations 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 Securities Exchange Act of 1934 (the "Exchange Act"); or
x) Any action similar to any of those enumerated above.
The Coca-Cola Company has made a proposal and is engaged in
negotiations with Consolidated regarding the acquisition (through its
Canadian subsidiary, Coca-Cola Ltd.) from Consolidated of all of the
outstanding stock of C.C. Bottling Co. Consolidated Ltd., the
Coca-Cola bottler for the Vancouver, British Columbia territory. Such
negotiations are not conditioned on or related to the acquisition of
the Purchased Shares by The Coca-Cola Company.
AMENDMENT NO. 2 TO SCHEDULE 13D DATED DECEMBER 17, 1988, FILED WITH THE
COMMISSION ON DECEMBER 22, 1988
Item 4 is hereby amended by adding the following:
On December 17, 1988, The Coca-Cola Company, J. Frank Harrison,
J. Frank Harrison, III, and four Harrison family-related trusts listed
on Attachment A hereto (collectively, the "Harrisons") entered into a
Shareholder's Agreement dated December 17, 1988 (the "Agreement").
The Agreement, which terminates on December 16, 1998, provides that
none of the Harrisons shall transfer any shares of Common Stock, par
value $1.00 per share (the "Common Stock"), or Class B Common Stock,
par value $1.00 per share (the "Class B Common Stock"), of
Consolidated owned by them (other than transfers to certain family
members, trusts, similar transferees and permitted pledgees) without
first offering such shares to The Coca-Cola Company for purchase on
the same terms and conditions as contemplated in the proposed third
party sale, and The Coca-Cola Company shall have 30 days from the date
notice of the proposed sale is given to exercise its right of first
refusal. In the event a proposed sale is not consummated within
30 days after the expiration of the 30-day period in which The
Coca-Cola Company had the option to exercise its right of first
refusal (or, if longer, within ten days after receipt of any required
regulatory approvals), the shares shall then again be subject to The
Coca-Cola Company's right of first refusal under the Agreement. The
Agreement provides that in the event any offer is made which, if
consummated, would result in a change in control of Consolidated, or
the sale of all or substantially all of the assets of Consolidated,
and the Harrisons or their permitted transferees under the Agreement
intend to vote, as shareholders, in favor of such transaction, then
the Company will be entitled to exercise the foregoing right of first
refusal with respect to such proposed transaction.
- 18 -
In the event the Harrisons effect a transfer of shares of Common Stock
or Class B Common Stock other than in accordance with the terms of The
Coca-Cola Company's right of first refusal, then, in addition to any
other remedies it may have, The Coca-Cola Company shall have the
option to purchase such shares from the transferees to whom the shares
have been sold (or any subsequent holder) for an amount in cash equal
to 85% of the fair market value of the consideration paid by the
transferee for the shares.
The Agreement states that the Harrisons collectively own an aggregate
of 712,796 shares of Common Stock (10.52% of the outstanding Common
Stock) and 1,048,524 shares of Class B Common Stock (78.09% of the
outstanding Class B Common Stock). The Coca-Cola Company has been
advised by the Harrisons that, at December 16, 1988, J. Frank Harrison
is the owner of 712,796 shares of Common Stock (10.5% of the
outstanding Common Stock) and 712,796 shares of Class B Common Stock
(53.08% of the outstanding Class B Common Stock) (in addition,
Mr. Harrison has the right to vote an aggregate of 530,519 shares of
Common Stock held by certain trusts and individuals, 235,186 shares of
Class B Common Stock held by a trust and, pursuant to an irrevocable
proxy granted by The Coca-Cola Company, 269,158 shares of Class B
Common Stock); J. Frank Harrison, III is the owner (as custodian of
his minor children) of 403 shares of Common Stock (less than 1% of the
outstanding Common Stock) and (as custodian) 260 shares of Class B
Common Stock (less than 1% of the outstanding Class B Common Stock)
(in addition, Mr. Harrison has the right, pursuant to an irrevocable
proxy granted by The Coca-Cola Company, to vote 269,158 shares of
Class B Common Stock); and the four trusts that are parties to the
Agreement own an aggregate of 335,728 shares of Class B Common Stock
(25% of the outstanding Class B Common Stock).
At any time after December 17, 1993 and prior to December 16, 1998,
the Harrisons have the right under the Agreement to cause The
Coca-Cola Company from time to time to purchase all or part (but not
less than 100,000 shares) of the shares of Common Stock and Class B
Common Stock then owned by them (as well as shares held by certain
family members, trusts, similar transferees and permitted pledgees)
for an aggregate purchase price of $75 million (for the 712,796 shares
of Common Stock and 1,048,524 shares of Class B Common Stock owned by
the Harrisons at the date of the Agreement), or a per share purchase
price of $42.5817, which purchase price shall be subject to
(i) reduction to reflect extraordinary cash or property distributions
(other than normal quarterly dividends in light of Consolidated's
results of operations) on the shares to be purchased, and to reflect
the number of shares which are not to be purchased by The Coca-Cola
Company, and (ii) increase to reflect any additional shares owned by
the Harrisons (as well as certain family members, trusts, similar
transferees and permitted pledgees) above those held at the date of
the Agreement (as such original number of shares may be incremented,
adjusted or converted pursuant to any stock split, stock dividend,
recapitalization, reorganization or the like) which are to be
purchased by The Coca-Cola Company at the same per share price as
the shares held at the date of the Agreement, provided that the
additional shares (exclusive of shares issued pursuant to a stock
split, stock dividend, recapitalization, reorganization or the
- 19 -
like) shall not be in excess of 10% of the original number of shares
held at the date of the Agreement.
In addition, pursuant to the Agreement, the Voting Agreement dated
May 7, 1987 (the Voting Agreement") among The Coca-Cola Company and
the Harrisons was amended to provide that the irrevocable proxy
granted to the Harrisons by The Coca-Cola Company in connection with
the Voting Agreement would terminate at such time as (i) J. Frank
Harrison (or any executor or trustee under his will) and/or J. Frank
Harrison, III do not collectively own all of the 712,796 shares of
Class B Common Stock owned by J. Frank Harrison at the date of the
Agreement or (ii) the trusts which are parties to the Agreement
collectively hold less than 50% of the shares of Class B Common Stock
held by them, in the aggregate, at the date of the Agreement. The
Voting Agreement had originally provided for termination of the proxy
at such time as J. Frank Harrison and/or J. Frank Harrison, III do not
collectively vote shares of Common Stock or Class B Common Stock
representing in the aggregate at least 15% of the total voting power
of all classes of the capital stock of Consolidated.
In the Agreement, the Harrisons expressed their commitment to remain
actively involved and interested in the management and operations of
Consolidated during the term of the Agreement, subject to the rights
and obligations of Consolidated's Board of Directors and to the
maintenance of satisfactory employment and other contractual
arrangements.
The Agreement was entered into by The Coca-Cola Company to encourage
the Harrisons to continue their ownership of the Common Stock and
Class B Common Stock and to continue to provide management to
Consolidated. Except as set forth above in this Item 4, as set forth
below in Item 5, or as previously disclosed in this Schedule 13D, The
Coca-Cola Company has no plans or proposals which relate to or would
result in:
(i) The acquisition 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 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 of Directors;
(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;
- 20 -
(vii) Any change 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 quotations 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.
ATTACHMENT A
SECURITY OWNERSHIP*
TITLE OF TRUST CLASS B
(NAMES OF TRUSTEES) COMMON STOCK COMMON STOCK
1. Trust under Agreement of Anne L.
Carter dated 12/19/66 for
benefit of J. Frank Harrison, None 33,314
III (J. Frank Harrison, III,
Reid M. Henson) (2.48%)
2. Trust under Agreement of Anne L.
Carter dated 12/19/66 for benefit None 33,314
of Deborah Harrison (J. Frank
Harrison, III, Reid M. Henson) (2.48%)
3. Trust under Agreement of Anne L.
Carter dated 2/2/67 for benefit of None 235,786
J. Frank Harrison, III (J. Frank
Harrison, III, Reid M. Henson) (17.56%)
4. Trust under Agreement of J. Frank
Harrison, III for benefit of
Harrison Family dated 10/13/88 None 33,314
(J. Frank Harrison, III,
Reid M. Henson) (2.48%)
* Amount in parentheses reflects percentage of outstanding shares of such
class represented by such shares.
AMENDMENT NO. 3 TO SCHEDULE 13D DATED DECEMBER 23, 1988, FILED WITH THE
COMMISSION ON DECEMBER 27, 1988
Item 4 is hereby amended by adding the following:
The purpose of the acquisition of the Purchased Shares is to enable
The Coca-Cola Company to increase its equity investment in
- 21 -
Consolidated in exchange for the transfer by The Coca-Cola Company
to Consolidated of all outstanding shares of capital stock of the
Bottler, and the cash payment by Consolidated to The Coca-Cola
Company of $2,000,000. The Coca-Cola Company believes that the
acquisition of the Purchased Shares is an advantageous investment
for The Coca-Cola Company. Except for the acquisitions by
Consolidated of the Bottler, and by The Coca-Cola Company of the
Purchased Shares, and the other actions contemplated by the Letter
(including the right of The Coca-Cola Company to maintain its
equity and voting interests in Consolidated), or as previously
disclosed in this Schedule 13D, The Coca-Cola Company has no plans
or proposals which relate to or would result in:
(i) The acquisition 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 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 of Directors;
(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) Any change 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 quotations 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.
AMENDMENT NO. 4 TO SCHEDULE 13D DATED JANUARY 27, 1989, FILED WITH THE
COMMISSION ON JANUARY 31, 1989
Item 4 is hereby amended by adding the following:
- 22 -
The purpose of the acquisition of the Purchased Shares was to
enable The Coca-Cola Company to increase its equity investment in
Consolidated on the basis provided in the Acquisition Agreement.
Except for the actions contemplated by the Stock Rights and
Restrictions Agreement (including the right of The Coca-Cola
Company to maintain its equity and voting interests in
Consolidated) and the Voting Agreement, or as previously disclosed
in this Schedule 13D, The Coca-Cola Company has no plans or
proposals which relate to or would result in:
(i) The acquisition 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 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 of Directors;
(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) Any change 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 quotations
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.
AMENDMENT NO. 5 TO SCHEDULE 13D DATED APRIL 18, 1991, FILED WITH THE
COMMISSION ON APRIL 19, 1991
- 23 -
Item 4 is hereby amended, and is hereby further amended and restated
by this Amendment No. 15, as follows:
Pursuant to the Stock Purchase Agreement, dated May 7, 1987, between
The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated
("Consolidated"), the current designated representative of The
Coca-Cola Company to the Consolidated Board of Directors is David L.
Kennedy, Senior Vice President of the Coca-Cola USA Division of The
Coca-Cola Company.
AMENDMENT NO. 6 TO SCHEDULE 13D DATED DECEMBER 16, 1991, FILED WITH THE
COMMISSION ON DECEMBER 18, 1991
Item 4 is amended and supplemented by adding to the information
previously filed under this item the following:
CCFC has delivered a term sheet to Consolidated (the "Preferred
Stock Term Sheet") in connection with a possible acquisition by CCFC
of up to $50,000,000 of senior cumulative preferred stock of
Consolidated, only in the event that Consolidated consummates a
proposed transaction (the "Proposed Transaction") in which
Consolidated would acquire all of the outstanding shares of common
stock of Sunbelt Coca-Cola Bottling Company, Inc. ("Sunbelt") in
exchange for cash and debentures of Consolidated. In addition, CCFC
has delivered to Consolidated a term sheet (the "Loan Term Sheet")
concerning a possible bridge loan and letter of credit facility in the
principal amount of up to $230,000,000 to be provided by CCFC to
Consolidated only in the event of the consummation of the Proposed
Transaction.
Under the Preferred Stock Term Sheet, if the Proposed Transaction
is consummated on terms reasonably satisfactory to CCFC, Consolidated
would issue to CCFC up to $50,000,000 of senior cumulative preferred
stock (the "Preferred Stock"). The Preferred Stock would rank
pari passu with all other classes of preferred stock issued by
Consolidated. For the period from the issuance of the Preferred Stock
through June 30, 1993, dividends on the Preferred Stock would be
payable quarterly in cash at a rate of eight percent per annum, and
after June 30, 1993, the dividend rate would increase to sixteen
percent per annum. The Preferred Stock would be nonvoting (except
with respect to certain extraordinary transactions) unless cumulative
dividends remained unpaid for six consecutive quarters. The closing
of the issuance of the Preferred Stock would be subject to (i) the
consummation of the Proposed Transaction on terms reasonably
satisfactory to CCFC; (ii) the obtaining by Consolidated of financing
acceptable to CCFC for the refinancing of Sunbelt's existing
indebtedness; (iii) the review and approval by CCFC of definitive
agreements; (iv) the approval of the Board of Directors of CCFC; and
(v) the satisfaction of other customary conditions. As the sole
shareholder of CCFC, The Coca-Cola Company would be deemed to be a
beneficial owner of the Preferred Stock upon the acquisition of the
Preferred Stock by CCFC. Consolidated has indicated to CCFC that it
is in general agreement with the terms set forth in the Preferred
Stock Term Sheet. A copy of the Preferred Stock Term Sheet is
attached hereto as Exhibit I and is incorporated herein by reference.
- 24 -
CCFC also has delivered the Loan Term Sheet in connection with a
possible bridge loan and letter of credit facility to be provided by
CCFC in the event of the consummation of the Proposed Transaction on
terms reasonably satisfactory to CCFC. Under the Loan Term Sheet,
CCFC would provide a bridge loan to Consolidated to refinance the
existing indebtedness of Sunbelt, to support additional Sunbelt
indebtedness, and to pay transaction, transition and severance costs
associated with the Proposed Transaction. Sunbelt currently has
outstanding approximately $280 million in indebtedness, including $8
million in indebtedness to CCFC, all of which will be repaid using the
proceeds of the bridge loan by CCFC and the issuance of the Preferred
Stock. During the period from the closing of the loan through
June 30, 1993, interest on the loan would be payable monthly, in
arrears at a rate equal to the London Interbank Offered Rate (LIBOR),
plus 1%. After June 30, 1993, the amount of the spread above the
LIBOR rate would increase by 1/4% each succeeding quarter up to a
maximum of 2% immediately prior to the maturity of the loan on
June 30, 1994. Consolidated would have the right to repay the loan in
whole, or in part in $10,000,000 increments, without penalty or
premium at the end of each monthly interest period. In addition,
Consolidated would have the right to repay the loan during any monthly
interest period if Consolidated compensated CCFC for the losses,
damages and expenses of CCFC arising out of such prepayment. It is
expected that the definitive loan agreement providing for the loan and
the letter of credit facility would contain customary representations,
warranties and covenants, including but not limited to, the
representations, warranties and covenants contained in Consolidated's
other senior debt agreements and that it would contain customary
events of default. Consolidated would be obligated to pay a letter of
credit fee in an amount equal to 0.25% of the available credit amount
per annum, and it would be obligated to pay a facility fee on
March 31, 1992 equal to 0.5% of the committed amount and a facility
fee on July 1, 1993 equal to 1.0% of the committed amount. The
closing of the bridge loan and the letter of credit facility would be
subject to (i) the consummation of the Proposed Transaction on terms
reasonably satisfactory to CCFC; (ii) receipt of all required
governmental, shareholder and third party consents and approvals;
(iii) the execution of a definitive loan agreement in form and
substance satisfactory to CCFC; (iv) the approval of the Board of
Directors of CCFC; and (v) the satisfaction of other customary
conditions. Consolidated has indicated to CCFC that it is in general
agreement with the terms set forth in the Loan Term Sheet. A copy of
the Loan Term Sheet is attached hereto as Exhibit J and is
incorporated herein by reference.
Consolidated and Sunbelt have advised The Coca-Cola Company that
under the Proposed Transaction Consolidated would purchase all of the
outstanding shares of Sunbelt and that approximately $280 million of
existing indebtedness of Sunbelt would be refinanced by Consolidated.
The Coca-Cola Company and Diverse Products, Ltd. ("Diverse"), an
Australian corporation owned indirectly by Coca-Cola Amatil Ltd., an
Australian corporation ("CCA") in which The Coca-Cola Company owns
approximately 51% of the outstanding voting stock, would receive
approximately $4,200,000 for the sale of their ownership interest in
Sunbelt.
- 25 -
The Coca-Cola Company owns shares representing approximately 31.30%
of the shares of Common Stock of Consolidated and approximately 20.12%
of the shares of Class B Common Stock of Consolidated, and The
Coca-Cola Company and Diverse together own shares representing
approximately 30% of the total equity and voting power of all
outstanding capital stock of Sunbelt (with Diverse owning about 27% of
the total equity and voting power of Sunbelt). The Coca-Cola Company
has indicated to Sunbelt and Consolidated its willingness to approve
the Proposed Transaction under the existing bottle contract between
The Coca-Cola Company and Sunbelt, subject to review and approval by
The Coca-Cola Company of definitive agreements. Although The
Coca-Cola Company indirectly owns approximately 51% of the outstanding
voting stock of CCA, a majority of the members of the Board of
Directors of each of Diverse and CCA are not affiliated with
The Coca-Cola Company otherwise than through such Board position, and
it is expected that the Board of Directors of Diverse will make an
independent determination with respect to whether the sale of its 27%
interest in Sunbelt for cash is in the best interests of Diverse and
its shareholders.
Sunbelt and Consolidated have advised The Coca-Cola Company that
the closing of the Proposed Transaction would be subject to (i)
negotiation of a definitive purchase agreement; (ii) completion of a
satisfactory due diligence review of Sunbelt by Consolidated; and
(iii) the prior satisfaction of certain specified conditions,
including the receipt of consents or waivers of Sunbelt's and
Consolidated's lenders, and the obtaining by Consolidated of such
financing as it deems necessary in its sole discretion, and other
customary conditions. Sunbelt and Consolidated have agreed with each
other to use their best efforts to close the transaction on
December 19, 1991.
There is no assurance that the Proposed Transaction will be
consummated by Sunbelt and Consolidated, and there is no assurance
that CCFC and Consolidated will agree upon final terms of, or
otherwise consummate, the preferred stock investment, the bridge loan
or the letter of credit facility, or that if consummated any such
transaction will be undertaken on the terms set forth herein. CCFC is
not subject to any binding contractual obligation to make the
preferred stock investment or provide the bridge loan, and The
Coca-Cola Company is not subject to any binding contractual obligation
to approve or support the Proposed Transaction and CCFC and The
Coca-Cola Company have reserved the right not to pursue the
transactions at any time.
The purpose of the proposed acquisition of the Preferred Stock by
CCFC would be to provide Consolidated with financing in connection
with the Proposed Transaction. Except as discussed herein or as
previously disclosed in this Schedule 13D, The Coca-Cola Company does
not have any plans or proposals which relate to or would result in:
(i) The acquisition 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;
- 26 -
(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 of
Directors;
(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) Any change 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, The Coca-Cola Company at any time may propose any of the
foregoing which it considers desirable.
AMENDMENT NO. 7 TO SCHEDULE 13D DATED DECEMBER 20, 1991, FILED WITH THE
COMMISSION ON DECEMBER 23, 1991
Item 4 is amended and supplemented by adding to the information
previously filed under this item the following:
On December 19, 1991, CCFC executed a Preferred Stock Purchase
Agreement (the "Preferred Stock Purchase Agreement") providing for the
purchase by CCFC of 25,000 newly issued shares of the Series B Senior
Cumulative Non-Convertible Preferred Stock, par value $100.00 per
share, of Consolidated (the "Preferred Stock") for $50,000,000, in
connection with the consummation by Consolidated of the purchase of
all of the outstanding shares of common stock of Sunbelt Coca-Cola
Bottling Company, Inc. ("Sunbelt") pursuant to an Acquisition
Agreement dated as of December 19, 1991 (the "Acquisition Agreement")
among Consolidated and the shareholders of Sunbelt. In addition,
CCFC executed a Credit Agreement dated as of December 19, 1991 (the
"Credit Agreement") between CCFC and Consolidated, providing for a
bridge loan and letter of credit facility in the principal amount
of up to $230,000,000 to Consolidated in connection with the
consummation of the Acquisition Agreement. The closing of
the transactions contemplated by the Preferred Stock Purchase
- 27 -
Agreement, the Credit Agreement and the Acquisition Agreement
occurred on December 20, 1991.
Upon the consummation of the Preferred Stock Purchase Agreement,
Consolidated issued to CCFC 25,000 newly issued shares of the
Preferred Stock for a purchase price of $50,000,000. The Preferred
Stock ranks pari passu with all other classes of preferred stock
issued by Consolidated. For the period from the issuance of the
Preferred Stock through June 30, 1993, dividends on the Preferred
Stock are payable quarterly in cash at a rate of eight percent per
annum, and after June 30, 1993, the dividend rate increases to sixteen
percent per annum. The Preferred Stock has a stated value of $2,000
per share. The Preferred Stock is nonvoting (except with respect to
certain extraordinary transactions) unless cumulative dividends remain
unpaid for six consecutive quarters, and it may be redeemed on any
dividend payment date on or before June 30, 1993 at the option of
Consolidated upon payment of the stated value, plus any accrued
dividends. The Preferred Stock Purchase Agreement contains customary
representations, warranties and covenants. As the sole shareholder of
CCFC, The Coca-Cola Company is deemed to be a beneficial owner of the
Preferred Stock held by CCFC. Thus, as a result of the acquisition of
25,000 newly issued shares of the Preferred Stock by CCFC, The
Coca-Cola Company now beneficially owns 2,455,033 shares of Common
Stock (or approximately 31.3% of the outstanding shares of Common
Stock at November 1, 1991), 269,158 shares of Class B Common Stock (or
approximately 20% of the outstanding shares of Class B Common Stock at
November 1, 1991), and 25,000 shares of the Series B Senior Cumulative
Non-Convertible Preferred Stock (representing 100% of the outstanding
shares of such series). The Coca-Cola Company beneficially owns
shares of Consolidated representing in the aggregate approximately
22.59% of the total voting power of all outstanding capital stock of
Consolidated. A copy of the Preferred Stock Purchase Agreement is
attached hereto as Exhibit K and is incorporated herein by reference.
On December l9, 1991, CCFC also executed the Credit Agreement
providing for a bridge loan and letter of credit facility made
available by CCFC in connection with the acquisition by Consolidated
of all of the outstanding shares of common stock of Sunbelt. Under
the Credit Agreement, CCFC provided a bridge loan to Consolidated to
refinance the existing indebtedness of Sunbelt, to support additional
Sunbelt indebtedness, and to pay transaction, transition and severance
costs associated with the acquisition of Sunbelt by Consolidated.
Prior to the acquisition of all of its common stock by Consolidated,
Sunbelt had outstanding approximately $280 million in indebtedness,
including approximately $8 million in indebtedness to CCFC, which was
repaid or supported using the proceeds of the bridge loan by CCFC, the
letter of credit facility and the issuance of the Preferred Stock.
During the period from the closing of the loan through June 30, 1993,
interest on the loan is payable every 30 days in arrears at a rate
equal to the London Interbank Offered Rate (LIBOR), plus 1%. After
June 30, 1993, the amount of the spread above the LIBOR rate increases
by 1/4% each succeeding quarter up to a maximum of 2% immediately prior
to the maturity of the loan on June 30, 1994. Consolidated has the right
to repay the loan in whole, or in part in $10,000,000 increments, without
- 28 -
penalty or premium at the end of each thirty-day interest period. In
addition, Consolidated has the right to repay the loan during any
thirty-day interest period if Consolidated compensates CCFC for the
losses, damages and expenses of CCFC arising out of such prepayment.
The Credit Agreement contains customary representations, warranties
and covenants, including but not limited to, the representations,
warranties and covenants contained in Consolidated's other senior
debt agreements and it contains customary events of default. Under
the Credit Agreement, Consolidated is obligated to pay a letter of
credit fee in an amount equal to 0.25% of the total amount which may
be drawn under the letter of credit per annum, and is obligated to
pay a facility fee on March 3l, 1992 equal to $1,150,000 and a
facility fee on July 1, 1993 equal to $2,300,000.
Upon the consummation of the Acquisition Agreement, Consolidated
purchased all of the outstanding shares of common stock of Sunbelt,
and approximately $280 million of existing indebtedness of Sunbelt was
refinanced or supported by Consolidated. The Coca-Cola Company and
CCA Beverages (Adelaide) Ltd. (formerly known as Diverse Products,
Ltd.) ("Adelaide"), an Australian corporation owned indirectly by
Coca-Cola Amatil Ltd. ("CCA"), an Australian corporation in which The
Coca-Cola Company owns approximately 51% of the outstanding voting
stock, together owned shares representing approximately 30% of the
total equity and voting power of the capital stock of Sunbelt (with
Adelaide owning about 27% of the total equity and voting power of
Sunbelt). The Coca-Cola Company and Adelaide received an aggregate of
approximately $4,200,000 for the sale of their ownership interest in
Sunbelt. Although the Acquisition Agreement contains customary
representations and warranties, the representations and warranties by
The Coca-Cola Company and Adelaide, except under a few limited
circumstances, did not survive the closing.
The purpose of the acquisition of the Preferred Stock of
Consolidated by CCFC was to provide Consolidated with financing in
connection with the purchase by Consolidated of all of the outstanding
common stock of Sunbelt. Except as discussed herein or as previously
disclosed in this Schedule 13D, The Coca-Cola Company does not have
any plans or proposals which relate to or would result in:
(i) The acquisition 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 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 of Directors;
- 29 -
(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) Any change 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, The Coca-Cola Company at any time may propose any of the
foregoing which it considers desirable.
AMENDMENT NO. 8 TO SCHEDULE 13D DATED OCTOBER 30, 1992, FILED WITH THE
COMMISSION ON NOVEMBER 2, 1992
Item 4 is hereby amended and supplemented by adding to the information
previously filed under this Item the following:
On October 30, 1992, Consolidated redeemed all outstanding shares
of its Series B Senior Cumulative Non-Convertible Preferred Stock (the
"Preferred Stock") held by CCFC for $50,333,333.30, representing the
liquidation value of the Preferred Stock plus accrued and unpaid
dividends, in accordance with the terms of the Preferred Stock
Purchase Agreement. See Item 6.
AMENDMENT NO. 9 TO SCHEDULE 13D DATED FEBRUARY 8, 1993, FILED WITH THE
COMMISSION ON FEBRUARY 9, 1993
Item 4 is hereby amended and supplemented by adding to the
information previously filed under this Item the following:
On February 2, 1993, Reid Henson, Vice Chairman of Coca-Cola
Bottling Co. Consolidated ("Consolidated" or "CCBCC"), met with
Lawrence R. Cowart, Vice President and Director of Business
Development for The Coca-Cola Company, to discuss a proposal by
CCBCC to combine certain bottling territories controlled by
CCBCC and The Coca-Cola Company in a joint venture. During the
meeting, CCBCC made a proposal setting forth certain of its
business objectives in proposing the joint venture. The
proposal was formulated in a document for presentation to senior
- 30 -
management of The Coca-Cola Company; a copy of that document is
attached as Exhibit N and is incorporated herein by reference.
Immediately after the meeting, Mr. Cowart contacted members of
senior management of The Coca-Cola Company to determine if The
Coca-Cola Company would have an interest in discussing a proposed
joint venture with CCBCC and was authorized on February 8, 1993 to
continue discussing the proposal for a joint venture with
Consolidated. There can be no assurance that any discussions between
The Coca-Cola Company and CCBCC will lead to a definitive agreement
or, if an agreement is reached, that any transaction between The
Coca-Cola Company and CCBCC will result. Any agreement or transaction
would be subject to Board approvals and any other required corporate
action.
AMENDMENT NO. 10 TO SCHEDULE 13D DATED FEBRUARY 26, 1993, FILED WITH THE
COMMISSION ON MARCH 3, 1993
Item 4 is hereby amended and supplemented by adding to the
information previously filed under this Item the following:
On February 26, 1993, The Coca-Cola Company and Coca-Cola Bottling
Co. Consolidated executed a letter of intent pursuant to which such
companies would form a 50/50 joint venture. A copy of such letter of
intent is attached hereto as Exhibit O and is incorporated herein by
reference.
AMENDMENT NO. 11 TO SCHEDULE 13D DATED APRIL 27, 1993, FILED WITH THE
COMMISSION ON APRIL 28, 1993
Item 4 is hereby amended and supplemented by adding to the
information previously filed under this Item the following:
On April 27, 1993, The Coca-Cola Company and Coca-Cola Bottling Co.
Consolidated executed an amendment to the previously executed letter
of intent relating to the formation of a joint venture by the parties
for the purpose of acquiring certain bottling territories currently
held by the parties. A copy of such amendment is attached hereto as
Exhibit P and is incorporated herein by reference.
AMENDMENT NO. 12 TO SCHEDULE 13D DATED JUNE 15, 1993, FILED WITH THE
COMMISSION ON JUNE 16, 1993
Item 4 is hereby amended and supplemented by adding to the
information previously filed under this Item the following:
On June 15, 1993, The Coca-Cola Company decided to exercise
its right to acquire approximately 33,464 shares of Common
Stock, par value $1.00 per share, of Coca-Cola Bottling Co.
Consolidated pursuant to the Stock Rights and Restrictions
Agreement dated as of January 27, 1989, as reflected in the
letter from Coca-Cola Bottling Co. Consolidated, dated April 21,
1993. Upon the consummation of such purchase, The Coca-Cola
- 31 -
Company will own 2,488,497 shares of Common Stock, par value $1.00
per share, representing approximately 31.27% of the Common Stock.
On June 15, 1993, The Coca-Cola Company and Coca-Cola Bottling Co.
Consolidated agreed that the previously announced bottling joint
venture between the two companies would include the territories of
Aiken and Beaufort, South Carolina. The letter of intent between the
parties dated April 27, 1993 excluded those two bottling territories
from the assets being contributed by Coca-Cola Bottling Co.
Consolidated to the joint venture.
AMENDMENT NO. 13 TO SCHEDULE 13D DATED JULY 2, 1993, FILED WITH THE
COMMISSION ON JULY 6, 1993
Item 4 is hereby amended and supplemented by adding to the
information previously filed under this Item the following:
On July 2, 1993, The Coca-Cola Company and Coca-Cola Bottling Co.
Consolidated ("CCBCC") entered into a bottling joint venture pursuant
to a Partnership Agreement and a Definition and Adjustment Agreement,
copies of which are attached as Exhibit S and Exhibit T, respectively,
and are incorporated herein by reference. Each company owns a 50%
stake in the joint venture. Under the terms of the joint venture,
each party executed a note payable to the joint venture and CCBCC also
contributed the Beaufort, Greenville and Wilson bottling territories.
The Partnership thereafter purchased additional bottling territories
from The Coca-Cola Company and the Hartwell, Abbeville, Anderson,
Charleston, Columbia, Greenwood, Hampton, Summerville and Plymouth
territories from CCBCC pursuant to the Fayetteville Asset Purchase
Agreement, the Palmetto Asset Purchase Agreement and the Affiliated
Asset Purchase Agreement, copies of which are attached as Exhibit U,
Exhibit V and Exhibit W, respectively, and are incorporated herein by
reference. The joint venture will be managed by CCBCC.
The Partnership anticipates the purchase of the Aiken, South
Carolina territory from CCBCC within the next few months.
Under the Partnership Agreement, a subsidiary of CCBCC will use its
best efforts, subject to the interests of the shareholders of CCBCC,
to purchase the entire interest of a subsidiary of The Coca-Cola
Company (which holds its interest in the Partnership) in the
Partnership for the fair market value thereof during the period
between the sixth and eighth anniversaries of July 2, 1993. This
proposed purchase is subject to (a) the ability of such subsidiary of
CCBCC to obtain financing for the purchase of such interests on terms
that are not materially less favorable than any bank financing then
available to CCBCC, (b) such transaction will not impair CCBCC's
public debt rating, and (c) CCBCC's reasonable, good faith conclusion
that such purchase would provide the shareholders of CCBCC with an
acceptable return given the resulting risk.
- 32 -
AMENDMENT NO. 14 TO SCHEDULE 13D DATED AUGUST 6, 1993, FILED WITH THE
COMMISSION ON AUGUST 11, 1993
Item 4 is hereby amended and supplemented by adding to the
information previously filed under this Item the following:
On August 6, 1993, Coca-Cola Bottling Co. Consolidated ("CCBCC")
sold certain assets to CCBCC Coca-Cola Bottling Partnership (formerly
known as "Carolina Coca-Cola Bottling Partnership") (the
"Partnership"), a general partnership owned by The Coca-Cola Company
and CCBCC, for a purchase price of approximately $11.1 million,
subject to adjustment as set forth in and pursuant to the Aiken
Definition and Adjustment Agreement and the Aiken Asset Purchase
Agreement, copies of which are attached as Exhibit X and Exhibit Y,
respectively, and are incorporated herein by reference.
AMENDMENT NO. 15 TO SCHEDULE 13D DATED JANUARY 17, 1997, FILED
WITH THE COMMISSION ON JANUARY 17, 1997
Item 4 is hereby amended and supplemented by adding to
the information previously filed under this Item the
following:
On December 16, 1996, Consolidated announced that it
expected to purchase from its stockholders about 508,426
shares of Common Stock pursuant to a Dutch auction self-
tender offer. In addition, on January 7, 1997,
Consolidated announced that it had purchased 145,260
shares of Common Stock in a private transaction with a
single stockholder. Consolidated indicated on January 7,
1997 that following these purchases it has 7,320,609
shares of Common Stock outstanding and 1,319,862 shares
of Class B Common Stock outstanding. As a result of
these purchases, The Coca-Cola Company now owns
approximately 33.99% of the outstanding shares of Common
Stock and approximately 20.39% of the outstanding shares
of the Class B Common Stock (representing in the
aggregate approximately 23.35% of the total votes of all
outstanding shares of all classes of capital stock of
Consolidated).
Pursuant to the Stock Rights and Restrictions Agreement,
The Coca-Cola Company has agreed that if it (a) owns
30.67% of more of the outstanding shares of common stock
of Consolidated (i.e., shares of both Common Stock and
Class B Common Stock) or (b) owns 23.59% or more of the
total votes of all outstanding shares of all classes of
capital stock of Consolidated, it will (x) negotiate in
good faith for a sale of the shares of common stock of
Consolidated in excess of 29.67% to Consolidated and (y)
in any event exchange that number of shares of Class B
Common Stock for shares of Common Stock so that it will
(i) own from 20% to 21% of the outstanding shares of
Class B Common Stock and (ii) hold from 22.59% to 23.59%
of the total votes of all outstanding shares of all
classes of capital stock of Consolidated.
As a result of the purchases by Consolidated in
December 1996 and January 1997, The Coca-Cola Company
now owns approximately 31.92% of the total number of
outstanding shares of common stock (i.e., shares of both
- 33 -
Common Stock and Class B Common Stock). Accordingly, on
January 17, 1997, The Coca-Cola Company commenced negotiations
with Consolidated regarding the repurchase by Consolidated from
The Coca-Cola Company of approximately 275,000 shares of Common
Stock in accordance with the Stock Rights and Restrictions
Agreement. No assurances can be given as to the outcome of such
negotiations, the terms of any such repurchase or the timing
of any such repurchase.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following is a chronological list of responses to Item 5 from the
original Schedule 13D filing through all amendments, including Amendment
No. 15 first filed today.
SCHEDULE 13D DATED MAY 7, 1987, FILED WITH THE COMMISSION ON MAY 18, 1987
Upon the closing of the transactions contemplated by the Stock
Purchase Agreement, The Coca-Cola Company will obtain direct ownership
of 1,355,009 shares of Common Stock and 269,183 shares of Class B
Common Stock. Such shares will represent 20% of the then outstanding
Common Stock and Class B Common Stock, respectively, and in the
aggregate will represent 20% of the voting power of all outstanding
capital stock of Consolidated. Class B Common Stock may be converted
into Common Stock on a share-for-share basis.
Pursuant to the Voting Agreement, J. Frank Harrison and J. Frank
Harrison, III, have agreed to vote their Consolidated shares for the
nominee of The Coca-Cola Company for election to the Consolidated
Board of Directors and were granted an irrevocable proxy by The
Coca-Cola Company with respect to the shares of Class B Common Stock
to be beneficially owned by The Coca-Cola Company. The irrevocable
proxy also relates to any shares of Common Stock into which The
Coca-Cola Company's shares of Class B Common Stock are converted or
which are otherwise substituted for such shares of Class B Common
Stock. The irrevocable proxy covers voting on the election of
directors and any other matters on which holders of Class B Common
Stock are entitled to vote, except with respect to any merger,
consolidation, sale of substantially all of Consolidated's assets, any
other corporate reorganization or other similar corporate transaction
involving Consolidated and as a result of which the Harrisons would
not exercise voting control of the resulting entity.
The Coca-Cola Company agreed in the Voting Agreement to support the
control of Consolidated by the Harrison family, provided that J. Frank
Harrison and/or J. Frank Harrison, III, are/is actively involved in
the management of Consolidated. The Voting Agreement provides that
The Coca-Cola Company will consider in good faith any proposal that
the Harrisons, or either of them, make for the purchase of the shares
of Common Stock or Class B Common Stock owned by The Coca-Cola Company,
but the Harrisons do not have any legally binding option or right to
purchase such shares pursuant to such provision. However, in the event
that the existence of disproportionate voting rights in the Class B
- 34 -
Common Stock causes or would cause a viable market for the Common
Stock no longer to exist, as a result of which the holders of
Class B Common Stock have surrendered such shares to Consolidated
or are no longer able to vote such shares of Class B Common Stock
disproportionately, J. Frank Harrison and/or J. Frank Harrison, III
shall have the option (assignable to Consolidated) to purchase The
Coca-Cola Company's shares of Class B Common Stock for $38.50 per
share plus an amount sufficient to give The Coca-Cola Company a 25%
compounded annual rate of return from the date of the Voting
Agreement, after taking into account dividends and other distributions
previously received on the Class B Common Stock.
The Voting Agreement and irrevocable proxy terminate upon the written
agreement of the parties, or such time as The Coca-Cola Company is not
the beneficial owner of any shares of Common Stock or Class B Common
Stock. The irrevocable proxy also terminates at such time as J. Frank
Harrison and J. Frank Harrison, III do not collectively vote shares of
Common Stock or Class B Common Stock representing in the aggregate at
least 15% of the total voting power of all classes of the capital
stock of Consolidated.
The following information, derived from Consolidated's Proxy Statement
dated April 8, 1987, is set forth with respect to the beneficial
ownership of Common Stock and Class B Common Stock by each of J. Frank
Harrison and J. Frank Harrison, III, assuming issuance of the shares
of Common Stock and Class B Common Stock to The Coca-Cola Company
pursuant to the Stock Purchase Agreement (the table does not include
the Purchased Shares in shares beneficially owned or voted by J. Frank
Harrison or J. Frank Harrison, III; see above with respect to the
Voting Agreement and irrevocable proxy):
PERCENTAGE
PERCENTAGE SHARES OF OUT-
OF OF STANDING PERCENTAGE
SHARES OF OUTSTANDING CLASS B CLASS B OF TOTAL
COMMON COMMON COMMON COMMON VOTING
STOCK STOCK STOCK STOCK POWER(5)
J. Frank Harrison 1,243,315(1) 18.4% 948,582(2) 70.5% 60.0%
J. Frank Harrison, III 403(3) * 335,988(4) 25.0% 5.9%
- ---------------------------------
* Less than l%.
(1) Includes 530,519 shares held by a trust over which J. Frank
Harrison has sole voting power.
(2) Includes 235,786 shares held by a trust over which J. Frank
Harrison has sole voting power.
(3) Held as custodian for a minor under the North Carolina Uniform
Gifts to Minors Act, as to which J. Frank Harrison, III has sole
voting power.
(4) Consists of (i) 99,942 shares held by J. Frank Harrison, III as
co-trustee over which he has shared voting and investment power,
(ii) 235,786 shares held in a trust for the benefit of J. Frank
Harrison over which J. Frank Harrison, III has shared investment
- 35 -
power but over which J. Frank Harrison has sole voting power
(such shares are also included above in shares beneficially owned
by J. Frank Harrison), and (iii) 260 shares held as custodian for
a minor under the North Carolina Uniform Gifts to Minors Act, as
to which J. Frank Harrison, III has sole voting and investment
power.
(5) The 235,786 shares held in trust for J. Frank Harrison as to
which J. Frank Harrison, III has shared investment power are
included only as to J. Frank Harrison for voting purposes.
Except as set forth above, neither The Coca-Cola Company, nor, to the
best of its knowledge, any executive officer or director of The
Coca-Cola Company owns or has any right to acquire, directly or
indirectly, any Common Stock or has effected any transaction in the
Common Stock during the past 60 days.
AMENDMENT NO. 1 TO SCHEDULE 13D DATED JUNE 26, 1987, FILED WITH THE
COMMISSION ON JULY 15, 1987
Item 5 is hereby amended by adding the following:
The Coca-Cola Company has direct ownership of 1,355,033 shares of
Common Stock and 269,158 shares of Class B Common Stock. Such shares
represent 20% of the outstanding Common Stock and Class B Common
Stock, respectively, and in the aggregate represent 20% of the voting
power of all outstanding capital stock of Consolidated.
AMENDMENT NO. 2 TO SCHEDULE 13D DATED DECEMBER 17, 1988, FILED WITH THE
COMMISSION ON DECEMBER 22, 1988
Item 5 is hereby amended by adding the following:
As described above in Item 4, under the [Shareholder's] Agreement
The Coca-Cola Company has a right of first refusal and purchase
obligations in certain circumstances with respect to the 712,796
shares of Common Stock and 1,048,524 shares of Class B Common
Stock now owned, as well as certain additional shares hereafter
acquired, by the Harrisons. The Coca-Cola Company beneficially
owns 1,355,033 shares of Common Stock (20% of the outstanding
Common Stock) and 269,158 shares of Class B Common Stock (20% of
the outstanding Class B Common Stock), representing in the
aggregate 20% of the outstanding shareholder vote of Consolidated.
As previously disclosed, subject to the amendment disclosed above
in Item 4, The Coca-Cola Company has previously granted to
J. Frank Harrison and/or J. Frank Harrison, III an irrevocable
proxy with respect to the shares of Class B Common Stock
beneficially owned by The Coca-Cola Company.
The Coca-Cola Company is also engaged in certain negotiations with
Consolidated relating to the proposed acquisition by The Coca-Cola
Company of approximately 1,100,000 additional shares of Common
Stock in exchange for all of the outstanding shares of capital
stock of The Coca-Cola Bottling Company of West Virginia, Inc.,
- 36 -
plus $2,000,000 in cash and the execution by Consolidated and its
subsidiaries of The Coca-Cola Company's 1987 Bottle Contract
(which would provide additional pricing flexibility to The
Coca-Cola Company) and related agreements, which The Coca-Cola
Company anticipates will be a condition to the consummation of any
such proposed transaction. While no assurance can be given that
the proposed transaction will be consummated in whole or in part,
or that if consummated it will be undertaken on the terms set
forth above, the Agreement will remain in effect even if the
proposed transaction is not consummated.
If the approximately 1,100,000 additional shares are acquired, the
shares of Common Stock and Class B Common Stock of Consolidated
owned by The Coca-Cola Company would represent in the aggregate
approximately 22.57% of the outstanding shareholder vote of
Consolidated and the shares of Common Stock owned by The Coca-Cola
Company would represent approximately 31.16% of the outstanding
Common Stock (based on the outstanding Common Stock and Class B
Common Stock at December 16, 1988).
AMENDMENT NO. 3 TO SCHEDULE 13D DATED DECEMBER 23, 1988, FILED WITH THE
COMMISSION ON DECEMBER 27, 1988
Item 5 is hereby amended by adding the following:
Upon the closing of the transactions contemplated by the Letter and
based upon the number of outstanding shares at December 23, 1988,
The Coca-Cola Company will have direct ownership of 2,455,033
shares of Common Stock (approximately 31.16% of the outstanding
Common Stock) and 269,158 shares of Class B Common Stock
(approximately 20% of the outstanding Class B Common Stock), which
in the aggregate represent approximately 22.57% of the voting power
of all outstanding capital stock of Consolidated.
AMENDMENT NO. 4 TO SCHEDULE 13D DATED JANUARY 27, 1989, FILED WITH THE
COMMISSION ON JANUARY 31, 1989
Item 5 is hereby amended by adding the following:
Upon the closing of the transactions provided for in the
Acquisition Agreement and based upon the number of outstanding
shares at January 27, 1989, The Coca-Cola Company has direct
ownership of 2,455,033 shares of Common Stock (approximately
31.32% of the outstanding Common Stock) and 269,158 shares of
Class B Common Stock (approximately 20% of the outstanding Class B
Common Stock), which in the aggregate represent approximately
22.59% of the voting power of all outstanding capital stock of
Consolidated.
- 37 -
AMENDMENT NO. 5 TO SCHEDULE 13D DATED APRIL 18, 1991, FILED WITH THE
COMMISSION ON APRIL 19, 1991
Item 5 is hereby amended by adding the following:
Peter V. Ueberroth, a director of The Coca-Cola Company, owns,
indirectly through a family trust of which he is a co-trustee and
beneficiary, 2,000 shares of common stock of the Issuer. He has
shared power to vote or direct the vote and shared power to dispose or
direct the disposition of this stock.
AMENDMENT NO. 7 TO SCHEDULE 13D DATED DECEMBER 20, 1991, FILED WITH THE
COMMISSION ON DECEMBER 23, 1991
Item 5 is amended and supplemented by adding to the information
previously filed under this item the following:
As a result of the acquisition of 25,000 newly issued shares of the
Preferred Stock by CCFC on December 20, 1991, The Coca-Cola Company
now beneficially owns 2,455,033 shares of Common Stock (or
approximately 31.3% of the outstanding shares of Common Stock at
November 1, 1991), 269,158 shares of Class B Common Stock (or
approximately 20% of the outstanding shares of Class B Common Stock at
November 1, 1991), and 25,000 shares of the Series B Senior Cumulative
Non-Convertible Preferred Stock (representing 100% of the outstanding
shares of such series). The Coca-Cola Company beneficially owns
shares of Consolidated representing in the aggregate approximately
22.59% of the total voting power of all outstanding capital stock of
Consolidated.
AMENDMENT NO. 15 TO SCHEDULE 13D DATED JANUARY 17, 1997, FILED
WITH THE COMMISSION ON JANUARY 17, 1997
Item 5 is hereby amended and supplemented by adding to
the information previously filed under this Item the
following:
As a result of the purchase of shares of Common Stock by
Consolidated from its stockholders pursuant to a Dutch
auction self-tender offer in December 1996 and the
purchase by Consolidated of shares of Common Stock in a
private transaction with a single stockholder in early
January 1997, the percentage ownership represented by the
shares of Common Stock and Class B Common Stock
beneficially owned by The Coca-Cola Company has
increased.
The Coca-Cola Company now beneficially owns 2,488,497
shares of Common Stock (or approximately 33.99% of the
outstanding shares of Common Stock at January 7, 1997),
269,158 shares of Class B Common Stock (or approximately
20.39% of the outstanding shares of Class B Common Stock
at January 7, 1997). The Coca-Cola Company beneficially
owns shares of Consoldiated representing in the aggregate
approximately 23.35% of the total votes of all
outstanding shares of all classes of capital stock of
Consolidated.
- 38 -
In accordance with the Stock Rights and Restrictions
Agreement, on January 17, 1997, The Coca-Cola Company
commenced negotiations with Consolidated regarding the
repurchase by Consolidated from The Coca-Cola Company of
approximately 275,000 shares of Common Stock. No
assurances can be given as to the outcome of such
negotiations, the terms of any such repurchase or the
timing of any such repurchase. See Item 4 of this
Amendment No. 15 to Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The following is a chronological list of responses to Item 6 from the
original Schedule 13D filing through all amendments, including Amendment
No. 15 first filed today.
Item 6 is hereby amended and restated as follows:
With exception of the Stock Purchase Agreement, as amended, the
irrevocable proxies, the Letter, the Acquisition Agreement, the Stock
Rights and Restrictions Agreement and the Voting Agreement referred to
in Items 3 and 5 above, or as previously disclosed in this
Schedule 13D, The Coca-Cola Company and, to the best of its knowledge,
the persons named in Item 2 or Exhibit A hereto, are not a party to
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of
Consolidated.
See Items 4 and 5 above with respect to certain contracts,
arrangements, understandings and relationships (legal or otherwise)
arising pursuant to the Shareholder's Agreement with respect to the
securities of Consolidated.
On October 29, 1992, CCFC received notice pursuant to the Preferred
Stock Purchase Agreement that Consolidated was repaying the Preferred
Stock held by CCFC. A copy of the notice is attached hereto as
Exhibit M. The Preferred Stock was repaid on October 30, 1992.
On April 23, 1993, The Coca-Cola Company received a letter from
Coca-Cola Bottling Co. Consolidated reflecting the right of The
Coca-Cola Company to purchase an additional 33,464 shares of Common
Stock, par value $1.00 per share, pursuant to the Stock Rights and
Restrictions Agreement dated as of January 27, 1989. Such right is a
preemptive right existing under the Stock Rights and Restrictions
Agreement and was triggered by action of the Board of Directors of
Coca-Cola Bottling Co. Consolidated issuing an additional 80,000
shares of Common Stock. A copy of the letter is attached as Exhibit
Q. The price for such shares is $20.00 per share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A (99) - Directors and Executive Officers of The Coca-Cola
Company -- filed herewith.
- 39 -
THE FOLLOWING EXHIBITS WERE FILED IN PAPER AS EXHIBITS TO THE RESPECTIVE
AMENDMENTS INDICATED BELOW:
SCHEDULE 13D DATED MAY 7, 1987, FILED WITH THE COMMISSION ON MAY 18, 1987
AND AMENDMENT NO. 1 TO SCHEDULE 13D DATED JUNE 26, 1987, FILED WITH THE
COMMISSION ON JULY 15, 1987
Exhibit B - Stock Purchase Agreement dated as of May 7, 1987 between
The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated.
Exhibit C - Voting Agreement dated May 7, 1987 among The Coca-Cola
Company, J. Frank Harrison and J. Frank Harrison, III (including
form of and executed irrevocable proxy).
AMENDMENT NO. 2 TO SCHEDULE 13D DATED DECEMBER 17, 1988, FILED WITH THE
COMMISSION ON DECEMBER 22, 1988
Exhibit D - Shareholder's Agreement dated as of December 17, 1988 by and
among The Coca-Cola Company, J. Frank Harrison, J. Frank Harrison,
III and certain trusts.
AMENDMENT NO. 3 TO SCHEDULE 13D DATED DECEMBER 23, 1988, FILED WITH THE
COMMISSION ON DECEMBER 27, 1988
Exhibit E - Letter of Intent dated December 23, 1988 between The
Coca-Cola Company and Coca-Cola Bottling Co. Consolidated.
AMENDMENT NO. 4 TO SCHEDULE 13D DATED JANUARY 27, 1989, FILED WITH THE
COMMISSION ON JANUARY 31, 1989
Exhibit F - Acquisition Agreement dated January 27, 1989 between
The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated.
Exhibit G - Stock Rights and Restrictions Agreement dated
January 27, 1989 between The Coca-Cola Company and Coca-Cola
Bottling Co. Consolidated.
Exhibit H - Voting Agreement dated January 27, 1989 among J. Frank
Harrison, Jr., J. Frank Harrison, III, Reid M. Henson, as
Co-trustee under certain trusts and The Coca-Cola Company
(Irrevocable Proxy appears as an exhibit thereto).
AMENDMENT NO. 6 TO SCHEDULE 13D DATED DECEMBER 16, 1991, FILED WITH THE
COMMISSION ON DECEMBER 18, 1991
Exhibit I - Preferred Stock Term Sheet.
Exhibit J - Loan Term Sheet.
- 40 -
AMENDMENT NO. 7 TO SCHEDULE 13D DATED DECEMBER 20, 1991, FILED WITH THE
COMMISSION ON DECEMBER 23, 1991
Exhibit K - Preferred Stock Purchase Agreement dated as of December 19,
1991 between Coca-Cola Bottling Co. Consolidated and Coca-Cola
Financial Corporation.
Exhibit L - Credit Agreement dated as of December 19, 1991 between
Coca-Cola Bottling Co. Consolidated and Coca-Cola Financial
Corporation.
AMENDMENT NO. 8 TO SCHEDULE 13D DATED OCTOBER 30, 1992, FILED WITH THE
COMMISSION ON NOVEMBER 2, 1992
Exhibit M - Notice of Redemption dated October 29, 1992.
AMENDMENT NO. 9 TO SCHEDULE 13D DATED FEBRUARY 8, 1993, FILED WITH THE
COMMISSION ON FEBRUARY 9, 1993
Exhibit N - CCBCC Concept for Joint Venture in the Carolinas.
AMENDMENT NO. 10 TO SCHEDULE 13D DATED FEBRUARY 26, 1993, FILED WITH THE
COMMISSION ON MARCH 3, 1993
Exhibit O - Letter of Intent dated February 26, 1993 between Coca-Cola
Bottling Co. Consolidated and The Coca-Cola Company.
AMENDMENT NO. 11 TO SCHEDULE 13D DATED APRIL 27, 1993, FILED WITH THE
COMMISSION ON APRIL 28, 1993
Exhibit P - Amendment to February 26, 1993 Letter of Intent between
Coca-Cola Bottling Co. Consolidated and The Coca-Cola Company,
dated April 27, 1993.
Exhibit Q - Letter, dated April 21, 1993, from David V. Singer, Vice
President, Coca-Cola Bottling Co. Consolidated to The Coca-Cola
Company.
AMENDMENT NO. 12 TO SCHEDULE 13D DATED JUNE 15, 1993, FILED WITH THE
COMMISSION ON JUNE 16, 1993
Exhibit R - Letter, dated June 15, 1993 from Jack L. Stahl, Senior
Vice President and Chief Financial Officer of The Coca-Cola
Company, to David V. Singer, Vice President of Coca-Cola
Bottling Co. Consolidated.
- 41 -
AMENDMENT NO. 13 TO SCHEDULE 13D DATED JULY 2, 1993, FILED WITH THE
COMMISSION ON JULY 6, 1993
Exhibit S - Partnership Agreement.
Exhibit T - Definition and Adjustment Agreement.
Exhibit U - Fayetteville Asset Purchase Agreement.
Exhibit V - Palmetto Asset Purchase Agreement.
Exhibit W - Affiliated Asset Purchase Agreement.
AMENDMENT NO. 14 TO SCHEDULE 13D DATED AUGUST 6, 1993, FILED WITH THE
COMMISSION ON AUGUST 11, 1993
Exhibit X - Aiken Definition and Adjustment Agreement.
Exhibit Y - Aiken Asset Purchase Agreement.
- 42 -
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: January 17, 1997
- 43 -
EXHIBIT INDEX
EXHIBIT DESCRIPTION
A (99) Directors and Executive Officers of The Coca-Cola Company --
Filed herewith (Amendment No. 15 and Restatement of Form 13D)
B Stock Purchase Agreement dated as of May 7, 1987 between The
Coca-Cola Company and Coca-Cola Bottling Co. Consolidated --
incorporated by reference to the same exhibits to Schedule 13D
dated May 7, 1987, filed with the Commission on May 18, 1987 and
Amendment No. 1 to Schedule 13D dated June 26, 1987, filed in
paper with the Commission on July 15, 1987
C Voting Agreement dated May 7, 1987 among The Coca-Cola Company,
J. Frank Harrison and J. Frank Harrison, III (including form of
and executed irrevocable proxy) -- incorporated by reference to
the same exhibits to Schedule 13D dated May 7, 1987, filed with
the Commission on May 18, 1987 and Amendment No. 1 to Schedule 13D
dated June 26, 1987, filed in paper with the Commission on July
15, 1987
D Shareholder's Agreement dated as of December 17, 1988 by and among
The Coca-Cola Company, J. Frank Harrison and J. Frank Harrison,
III and certain trusts -- incorporated by reference to the same
exhibit to Amendment No. 2 to Schedule 13D dated December 17,
1988, filed in paper with the Commission on December 22, 1988
E Letter of Intent dated December 23, 1988 between The Coca-Cola
Company and Coca-Cola Bottling Co. Consolidated -- incorporated by
reference to the same exhibit to Amendment No. 3 to Schedule 13D
dated December 23, 1988, filed in paper with the Commission on
December 27, 1988
F Acquisition Agreement dated January 27, 1989 between The Coca-Cola
Company and Coca-Cola Bottling Co. Consolidated -- incorporated by
reference to the same exhibit to Amendment No. 4 to Schedule 13D
dated January 27, 1989, filed in paper with the Commission on
January 31, 1989
G Stock Rights and Restrictions Agreement dated January 27, 1989
between The Coca-Cola Company and Coca-Cola Bottling Co.
Consolidated -- incorporated by reference to the same exhibit to
Amendment No. 4 to Schedule 13D dated January 27, 1989, filed in
paper with the Commission on January 31, 1989
H Voting Agreement dated January 27, 1989 among J. Frank Harrison,
Jr., J. Frank Harrison, III, Reid M. Henson, as Co-trustee under
certain trusts and The Coca-Cola Company (Irrevocable Proxy
appears as an exhibit thereto) -- incorporated by reference to the
same exhibit to Amendment No. 4 to Schedule 13D dated January 27,
1989, filed in paper with the Commission on January 31, 1989
I Preferred Stock Term Sheet -- incorporated by reference to the same
exhibit to Amendment No. 6 to Schedule 13D dated December 16,
1991, filed in paper with the Commission on December 18, 1991
J Loan Term Sheet -- incorporated by reference to the same exhibit to
Amendment No. 6 to Schedule 13D dated December 16, 1991, filed in
paper with the Commission on December 18, 1991
K Preferred Stock Purchase Agreement dated as of December 19, 1991
between Coca-Cola Bottling Co. Consolidated and Coca-Cola
Financial Corporation -- incorporated by reference to the same
exhibit to Amendment No. 7 to Schedule 13D dated December 20,
1991, filed in paper with the Commission on December 23, 1991
L Credit Agreement dated as of December 19, 1991 between Coca-Cola
Bottling Co. Consolidated and Coca-Cola Financial Corporation --
incorporated by reference to the same exhibit to Amendment No. 7
to Schedule 13D dated December 20, 1991, filed in paper with the
Commission on December 23, 1991
M Notice of Redemption received from Consolidated on October 29, 1992
-- incorporated by reference to the same exhibit to Amendment No.
8 to Schedule 13D dated October 30, 1992, filed in paper with the
Commission on November 2, 1992
N CCBCC Concept for Joint Venture in the Carolinas -- incorporated by
reference to the same exhibit to Amendment No. 9 to Schedule 13D
dated February 8, 1993, filed in paper with the Commission on
February 9, 1993
O Letter of Intent dated February 26, 1993 between Coca-Cola Bottling
Co. Consolidated and The Coca-Cola Company -- incorporated by
reference to the same exhibit to Amendment No. 10 to Schedule 13D
dated February 26, 1993, filed in paper with the Commission on
March 3, 1993
P Amendment to February 26, 1993 Letter of Intent between Coca-Cola
Bottling Co. Consolidated and The Coca-Cola Company, dated
April 27, 1993 -- incorporated by reference to the same exhibit to
Amendment No. 11 to Schedule 13D dated April 27, 1993, filed in
paper with the Commission on April 28, 1993
Q Letter, dated April 21, 1993, from David V. Singer, Vice
President, Coca-Cola Bottling Co. Consolidated to The Coca-Cola
Company -- incorporated by reference to the same exhibit to
Amendment No. 11 to Schedule 13D dated April 27, 1993, filed in
paper with the Commission on April 28, 1993
R Letter dated June 15, 1993 from Jack L. Stahl, Senior Vice
President and Chief Financial Officer of The Coca-Cola Company, to
David V. Singer, Vice President of Coca-Cola Bottling Co.
Consolidated -- incorporated by reference to the same exhibit to
Amendment No. 12 to Schedule 13D dated June 15, 1993, filed in
paper with the Commission on June 16, 1993
S Partnership Agreement -- incorporated by reference to the same
exhibit to Amendment No. 13 to Schedule 13D dated July 2, 1993,
filed in paper with the Commission on July 6, 1993
T Definition and Adjustment Agreement -- incorporated by reference to
the same exhibit to Amendment No. 13 to Schedule 13D dated July 2,
1993, filed in paper with the Commission on July 6, 1993
U Fayetteville Asset Purchase Agreement -- incorporated by reference
to the same exhibit to Amendment No. 13 to Schedule 13D dated
July 2, 1993, filed in paper with the Commission on July 6, 1993
V Palmetto Asset Purchase Agreement -- incorporated by reference to
the same exhibit to Amendment No. 13 to Schedule 13D dated July 2,
1993, filed in paper with the Commission on July 6, 1993
W Affiliated Asset Purchase Agreement -- incorporated by reference to
the same exhibit to Amendment No. 13 to Schedule 13D dated July 2,
1993, filed in paper with the Commission on July 6, 1993
X Aiken Definition and Adjustment Agreement -- incorporated by
reference to the same exhibit to Amendment No. 14 to Schedule 13D
dated August 6, 1993, filed in paper with the Commission on
August 11, 1993
Y Aiken Asset Purchase Agreement -- incorporated by reference to the
same exhibit to Amendment No. 14 to Schedule 13D dated August 6,
1993, filed in paper with the Commission on August 11, 1993
EXHIBIT A (99)
DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY
Set forth below is the name, business address, present occupation
or employment and five-year employment history 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 own any 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.