UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 16) *
Coca-Cola Bottling Co. Consolidated
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
191098102
(CUSIP Number)
James E. Chestnut
Senior Vice President and Chief Financial Officer
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404) 676-2121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a Copy to:
Carol Crofoot Hayes, Esq.
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
February 20, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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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*
N/A
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 2,213,007 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 2,213,007 shares of Common Stock, $1.00 par value per share
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,213,007 shares of Common Stock, 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)
31.41%
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 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following:
As previously described in Amendment No. 15 to Schedule 13D
dated January 17, 1997, on December 16, 1996, Consolidated
announced that it expected to purchase from its stockholders
about 508,690 shares of Common Stock pursuant to a Dutch
auction self-tender offer. In addition, on January 7, 1997,
as previously described, 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 had 7,320,609
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shares of Common Stock outstanding and 1,319,862 shares of
Class B Common Stock outstanding.
Pursuant to the Stock Rights and Restrictions Agreement, The
Coca-Cola Company has agreed that if it (a) owns 30.67% or 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 following such repurchases
owned approximately 31.92% of the total number of outstanding
shares of common stock (i.e., shares of both Common Stock and
Class B Common Stock). Accordingly, as previously described, 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. On February 20, 1997, The Coca-Cola Company sold to
Consolidated, in accordance with the Stock Rights and Restrictions
Agreement, 275,490 shares of Common Stock at a price of $47.50 per
share in cash.
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 by any person of additional securities
of Consolidated, or the disposition of securities of Consolidated;
(ii) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Consolidated or
any of its subsidiaries;
(iii) A sale or transfer of a material amount of assets of
Consolidated or of any of its subsidiaries;
(iv) A change in the present board of directors or management
of Consolidated, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on
the board;
(v) Any material change in the present capitalization or
dividend policy of Consolidated;
(vi) Any other material change in Consolidated's business or
corporate structure;
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(vii) Changes in Consolidated's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Consolidated by any person;
(viii) Causing a class of securities of Consolidated to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an interdealer quotation system of a
registered national securities association;
(ix) A class of equity securities of Consolidated becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or
(x) Any action similar to any of those enumerated above.
However, The Coca-Cola Company at any time may propose any of the
foregoing which it considers desirable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended by adding the following:
On February 20, 1997, The Coca-Cola Company sold to Consolidated,
in accordance with the Stock Rights and Restrictions Agreement,
275,490 shares of Common Stock at a price of $47.50 per share in
cash.
Following such sale, The Coca-Cola Company beneficially owns
2,213,007 shares of Common Stock (or approximately 31.41% of the
outstanding shares of Common Stock at February 20, 1997), and
269,158 shares of Class B Common Stock (or approximately 20.39% of
the outstanding shares of Class B Common Stock at February 20,
1997). Following such sale, The Coca-Cola Company beneficially
owns shares of Consolidated representing in the aggregate
approximately 22.71% of the total votes of all outstanding shares
of all classes of capital stock of Consolidated.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended by adding the following:
On February 20, 1997, The Coca-Cola Company sold to Consolidated,
in accordance with the Stock Rights and Restrictions Agreement,
275,490 shares of Common Stock at a price of $47.50 per share in
cash.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by adding the following:
Exhibit A (99) - Directors and Executive Officers of The Coca-Cola
Company
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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: February 21, 1997
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
A (99) Directors and Executive Officers of The Coca-Cola Company
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.
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DIRECTORS OF THE COCA-COLA COMPANY
<CAPTION>
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
<S> <C> <C>
Roberto C. Goizueta * Chairman of the Board of
Directors and Chief Executive
Officer of The Coca-Cola Company
M. Douglas Ivester * President and Chief Operating
Officer of The Coca-Cola Company
Herbert A. Allen President, Chief Executive Allen & Company
Officer and a Managing Director Incorporated
of Allen & Company Incorporated, 711 Fifth Avenue
a privately held investment New York, NY 10022
banking firm
Ronald W. Allen Chairman of the Board, President Delta Air Lines, Inc.
and Chief Executive Officer of Hartsfield International
Delta Air Lines, Inc., a major Airport
U.S. air transportation company Atlanta, GA 30320
Cathleen P. Black President of the Hearst Magazines Hearst Magazines
Division of The Hearst Corporation 959 8th Avenue
a major media and communications New York, NY 10019
company
Warren E. Buffett Chairman of the Board of Berkshire Hathaway Inc.
Directors and Chief Executive 1440 Kiewit Plaza
Officer of Berkshire Hathaway Omaha, NE 68131
Inc., a diversified holding
company
Charles W. Duncan, Jr. Private investor Duncan Interests
600 Travis, Suite 6100
Houston, TX 77002-3007
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DIRECTORS OF THE COCA-COLA COMPANY
<CAPTION>
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
<S> <C> <C>
Susan B. King Leader in Residence, Hart Hart Leadership Program
Leadership Program, Duke Terry Sanford Institute
University, a program for the of Public Policy
development and advancement of Duke University
leadership and management Box 90248
skills in the public and private Durham, NC 27708-0248
sectors
Donald F. McHenry University Research Professor Edmund A. Walsh School
of Diplomacy and International of Foreign Service
Affairs, Georgetown University; Georgetown University
President of The IRC Group, a Washington, D.C. 20057
New York City and Washington,
D.C. consulting firm
Sam Nunn Partner of the law firm of King & Spalding
King & Spalding since 191 Peachtree Street
January 3, 1997; member of the Atlanta, GA 30303-1763
United States Senate from
1972 through 1996
Paul F. Oreffice Retired as Chairman of the Board Fairfield Homes, Inc.
of Directors of The Dow Chemical Suite C-226
Company in 1992 (The Dow Chemical 7373 N. Scottsdale Road
Company is a diversified chemical, Scottsdale, AZ 85253
metals, plastics and packaging
company)
James D. Robinson III Chairman and Chief Executive J.D. Robinson Inc.
Officer of RRE Investors, LLC, a 22nd Floor
private venture investment firm; 126 East 56th Street
President of J.D. Robinson Inc., New York, NY 10022
a strategic advisory company
Peter V. Ueberroth Investor and Managing Director, The Contrarian Group, Inc.
The Contrarian Group, Inc., a Suite 900
management company 500 Newport Center Drive
Newport Beach, CA 92660
James B. Williams Chairman of the Board of SunTrust Banks, Inc.
Directors and Chief Executive P.O. Box 4418
Officer, SunTrust Banks, Inc., Atlanta, GA 30302
a bank holding company
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EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY
<CAPTION>
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
<S> <C> <C>
Ralph H. Cooper Senior Vice President and President The Minute Maid Company
and Chief Executive Officer of 2000 St. James Place
The Minute Maid Company Houston, TX 77056
Douglas N. Daft Senior Vice President and President
of the Middle and Far East Group
Mr. Daft is a citizen of Australia.
Timothy J. Haas Senior Vice President and President
of the Latin America Group
E. Neville Isdell Senior Vice President and
President of the Greater Europe
Group
Mr. Isdell is a citizen of the
United Kingdom and Northern
Ireland.
Jack L. Stahl Senior Vice President and President
of the North America Group
Carl Ware Senior Vice President and President
of the Africa Group
Anton Amon Senior Vice President and Manager
of the Product Integrity Division
James E. Chestnut Senior Vice President and Chief
Financial Officer
Mr. Chestnut is a citizen of
the United Kingdom.
Joseph R. Gladden, Jr. Senior Vice President and General
Counsel
George Gourlay Senior Vice President and Manager
of the Technical Operations
Division
Earl T. Leonard, Jr. Senior Vice President,
Corporate Affairs
Sergio S. Zyman Senior Vice President and Chief
Marketing Officer
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