UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 1995
Commission File Number 0-9286
COCA-COLA BOTTLING CO. CONSOLIDATED
(Exact name of registrant as specified in its charter)
Delaware 56-0950585
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1900 Rexford Road, Charlotte, North Carolina 28211
(Address of principal executive offices) (Zip Code)
(704) 551-4400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at August 4, 1995
Common Stock, $1 Par Value 7,958,059
Class B Common Stock, $1 Par Value 1,336,362
<PAGE>
PART I - FINANCIAL INFORMATION
Item l. Financial Statements.
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands (Except Share Data)
<TABLE>
<CAPTION>
July 2, Jan. 1, July 3,
1995 1995 1994
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash $ 2,488 $ 1,812 $ 2,098
Accounts receivable, trade, less allowance for
doubtful accounts of $400, $400 and $436 16,176 7,756 16,380
Accounts receivable from The Coca-Cola Company 4,880 4,514 4,614
Due from Piedmont Coca-Cola Bottling Partnership 5,248 1,383 3,225
Accounts receivable, other 3,974 7,232 8,204
Inventories 35,898 31,871 34,686
Prepaid expenses and other current assets 5,142 5,054 3,902
Total current assets 73,806 59,622 73,109
Property, plant and equipment, less accumulated
depreciation of $147,798, $141,419 and $135,367 188,933 185,633 176,755
Investment in Piedmont Coca-Cola Bottling Partnership 67,008 67,729 67,995
Other assets 24,227 23,394 22,039
Identifiable intangible assets, less accumulated
amortization of $80,601, $75,667 and $70,733 252,917 257,851 262,785
Excess of cost over fair value of net assets of
businesses acquired, less accumulated
amortization of $22,834, $21,689 and $20,544 68,785 69,930 71,075
Total $675,676 $664,159 $673,758
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands (Except Share Data)
<TABLE>
<CAPTION>
July 2, Jan. 1, July 3,
1995 1995 1994
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C> <C>
Current Liabilities:
Portion of long-term debt payable within one year $ 206 $ 300 $ 861
Accounts payable and accrued liabilities 57,376 59,413 59,589
Accounts payable to The Coca-Cola Company 5,117 2,930 7,727
Accrued compensation 3,804 4,246 3,416
Accrued interest payable 12,550 11,275 10,340
Total current liabilities 79,053 78,164 81,933
Deferred income taxes 96,135 89,531 84,566
Other liabilities 31,474 29,512 22,166
Long-term debt 429,670 432,971 454,112
Total liabilities 636,332 630,178 642,777
Shareholders' Equity:
Convertible Preferred Stock, $100 par value:
Authorized-50,000 shares; Issued-None
Nonconvertible Preferred Stock, $100 par value:
Authorized-50,000 shares; Issued-None
Preferred Stock, $.01 par value:
Authorized-20,000,000 shares; Issued-None
Common Stock, $1 par value:
Authorized-30,000,000 shares;
Issued-10,090,859 shares 10,090 10,090 10,090
Class B Common Stock, $1 par value:
Authorized-10,000,000 shares;
Issued-1,964,476 shares 1,965 1,965 1,965
Class C Common Stock, $1 par value:
Authorized-20,000,000 shares; Issued-None
Capital in excess of par value 125,380 130,028 134,675
Accumulated deficit (76,541) (86,552) (92,489)
Minimum pension liability adjustment (3,904) (3,904) (5,614)
56,990 51,627 48,627
Less-Treasury stock, at cost:
Common-2,132,800 shares 17,237 17,237 17,237
Class B Common-628,114 shares 409 409 409
Total shareholders' equity 39,344 33,981 30,981
Total $675,676 $664,159 $673,758
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
In Thousands (Except Per Share Data)
<TABLE>
<CAPTION>
Second Quarter First Half
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net sales (includes sales to Piedmont of
$19,627, $24,247, $36,309 and $44,811) $ 207,876 $ 200,692 $ 378,853 $ 364,509
Cost of products sold, excluding depreciation
shown below (includes $16,662, $21,201,
$31,884 and $40,106 related to sales to
Piedmont) 120,742 118,941 219,645 216,425
Gross margin 87,134 81,751 159,208 148,084
Selling expenses 41,639 39,310 78,087 73,949
General and administrative expenses 13,478 13,508 26,971 26,167
Depreciation expense 6,584 5,991 12,970 11,764
Amortization of goodwill and intangibles 3,058 3,081 6,115 6,154
Income from operations 22,375 19,861 35,065 30,050
Interest expense 8,456 7,833 16,893 15,359
Other expense, net 593 273 1,557 287
Income before income taxes and effect of
accounting change 13,326 11,755 16,615 14,404
Federal and state income taxes 5,272 5,055 6,604 6,194
Income before effect of accounting change 8,054 6,700 10,011 8,210
Effect of accounting change (2,211)
Net income $ 8,054 $ 6,700 $ 10,011 $ 5,999
Income per share:
Income before effect of accounting change $ .87 $ .72 $ 1.08 $ .88
Effect of accounting change (.24)
Net income $ .87 $ .72 $ 1.08 $ .64
Cash dividends per share:
Common Stock $ .25 $ .25 $ .50 $ .50
Class B Common Stock .25 .25 .50 .50
Weighted average number of Common and
Class B Common shares outstanding 9,294 9,294 9,294 9,294
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
In Thousands
</TABLE>
<TABLE>
<CAPTION>
Capital Minimum
Class B in Pension
Common Common Excess of Accumulated Liability Treasury
Stock Stock Par Value Deficit Adjustment Stock
<S> <C> <C> <C> <C> <C> <C>
Balance on
January 2, 1994 $10,090 $ 1,965 $139,322 $ (98,488) $ (5,614) $ 17,646
Net income 5,999
Cash dividends
declared:
Common (4,647)
Balance on
July 3, 1994 $10,090 $ 1,965 $134,675 $ (92,489) $ (5,614) $ 17,646
Balance on
January 1, 1995 $10,090 $ 1,965 $130,028 $ (86,552) $ (3,904) $ 17,646
Net income 10,011
Cash dividends
declared:
Common (4,648)
Balance on
July 2, 1995 $10,090 $ 1,965 $125,380 $ (76,541) $ (3,904) $ 17,646
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
In Thousands
<TABLE>
<CAPTION>
First Half
1995 1994
<S> <C> <C>
Cash Flows from Operating Activities
Net income $10,011 $ 5,999
Adjustments to reconcile net income to net cash provided
by operating activities:
Effect of accounting change 2,211
Depreciation expense 12,970 11,764
Amortization of goodwill and intangibles 6,115 6,154
Deferred income taxes 6,604 6,170
(Gains) losses on sale of property, plant and equipment 305 (367)
Amortization of debt costs 229 228
Undistributed loss of Piedmont Coca-Cola Bottling Partnership 721 405
Increase in current assets less current liabilities (12,619) (18,757)
Increase in other noncurrent assets (928) (2,198)
Decrease in other noncurrent liabilities (279) (189)
Other 85 420
Total adjustments 13,203 5,841
Net cash provided by operating activities 23,214 11,840
Cash Flows from Financing Activities
Proceeds from the issuance of long-term debt 19,810
Payments on long-term debt (3,301) (56)
Cash dividends paid (4,648) (4,647)
Other 2,071 (556)
Net cash provided by (used in) financing activities (5,878) 14,551
Cash Flows from Investing Activities
Additions to property, plant and equipment (17,576) (27,831)
Proceeds from the sale of property, plant and equipment 916 2,276
Net cash used in investing activities (16,660) (25,555)
Net increase in cash 676 836
Cash at beginning of period 1,812 1,262
Cash at end of period $ 2,488 $ 2,098
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
1. Accounting Policies
The consolidated financial statements include the accounts of
Coca-Cola Bottling Co. Consolidated and its majority owned subsidiar-
ies ("the Company"). All significant intercompany accounts and
transactions have been eliminated.
The information contained in the financial statements is unaudited.
The statements reflect all adjustments which, in the opinion of
management, are necessary for a fair statement of the results for the
interim periods presented. Except for the accounting change discussed
in Note 2, all such adjustments are of a normal, recurring nature.
The accounting policies followed in the presentation of interim
financial results are the same as those followed on an annual basis.
These policies are presented in Note 1 to the consolidated financial
statements included in the Company's Annual Report on Form 10-K for the
year ended January 1, 1995 filed with the Securities and Exchange
Commission.
Certain prior year amounts have been reclassified to conform to current
year classifications.
2. Accounting Change
In November 1992, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits" ("SFAS 112"). SFAS 112
requires the accrual, during the years that employees render service,
of the expected cost of providing postemployment benefits if certain
criteria are met. The Company adopted the provisions of SFAS 112 in
the first quarter of 1994, effective January 3, 1994. As a result, the
Company recorded a one-time, after-tax charge of $2.2 million. This
charge appears within the caption "Effect of accounting change."
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
3. Summarized Income Statement Data of Piedmont Coca-Cola Bottling
Partnership
On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont
Coca-Cola Bottling Partnership ("Piedmont") to distribute and market
soft drink products primarily in portions of North Carolina and
South Carolina. The Company and The Coca-Cola Company, through their
respective subsidiaries, each beneficially own a 50% interest in
Piedmont. The Company provides a majority of the soft drink products
to Piedmont and receives a fee for managing the business of Piedmont
pursuant to a management agreement. Summarized income statement data
for Piedmont is as follows:
<TABLE>
<CAPTION>
Second Quarter First Half
In Thousands 1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net sales $58,772 $53,672 $104,460 $97,633
Gross margin 23,787 22,605 42,710 41,779
Income from operations 2,531 2,806 3,535 3,821
Net income (loss) 156 482 (1,442) (810)
</TABLE>
4. Inventories
Inventories are summarized as follows:
<TABLE>
<CAPTION>
July 2, Jan. 1, July 3,
In Thousands 1995 1995 1994
<S> <C> <C> <C>
Finished products $22,259 $17,621 $20,687
Manufacturing materials 12,109 12,638 11,978
Used bottles and cases 1,530 1,612 2,021
Total inventories $35,898 $31,871 $34,686
</TABLE>
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
5. Long-Term Debt
Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
Fixed(F) or
Interest Variable Interest July 2, Jan. 1, July 3,
In Thousands Maturity Rate (V) Rate Paid 1995 1995 1994
<S> <C> <C> <C> <C> <C> <C> <C>
Lines of Credit 1997 6.10% - V Varies $ 90,235 $ 93,420 $108,170
6.43%
Commercial Paper 4,999
Term Loan Agreement 2000 7.50% V Semi- 60,000 60,000 60,000
annually
Term Loan Agreement 2001 7.25% V Semi- 60,000 60,000 60,000
annually
Medium-Term Notes 1998 6.61% V Quarterly 10,000 10,000 10,000
Medium-Term Notes 1999 7.99% F Semi- 66,500 66,500 66,500
annually
Medium-Term Notes 2000 10.05% F Semi- 57,000 57,000 57,000
annually
Medium-Term Notes 2002 8.56% F Semi- 66,500 66,500 66,500
annually
Notes acquired in
Sunbelt acquisition 2001 8.00% F Quarterly 5,321 5,327 5,417
Capital leases and
other notes payable 1995 - 6.85% - F Varies 14,320 14,524 16,387
2001 12.00%
429,876 433,271 454,973
Less: Portion of long-
term debt payable
within one year 206 300 861
Long-term debt $429,670 $432,971 $454,112
</TABLE>
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
5. Long-Term Debt (cont.)
As of July 2, 1995, the Company was in compliance with all of the
covenants of its various borrowing agreements.
It is the Company's intent to renew its lines of credit, commercial
paper borrowings and borrowings under the revolving credit facility
as they mature. To the extent that these borrowings do not
exceed the amount available under the Company's $170 million
revolving credit facility, they are classified as noncurrent
liabilities.
A $100 million commercial paper program was established in January
1990 with funds to be used for general corporate purposes. There
were no balances outstanding under this program on July 2, 1995 or
on January 1, 1995. On July 3, 1994, approximately $5.0 million was
outstanding under the commercial paper program.
In June 1992, the Company entered into a three-year arrangement
under which it has the right to sell an undivided interest in a
designated pool of trade accounts receivable for up to a maximum of
$40 million. The Company had sold trade receivables of $35 million,
$35 million and $37 million as of July 2, 1995, January 1, 1995 and
July 3, 1994, respectively. This arrangement has been amended to
extend the arrangement to June 1998 on terms substantially similar to
those previously in place.
On October 12, 1994, a $400 million shelf registration for debt
and equity securities filed with the Securities and Exchange
Commission became effective and available for issuance. As of
July 2, 1995, no securities had been issued under this shelf
registration. In any future offering under such registration,
net proceeds from sales of the securities could be used for general
corporate purposes, including repayment of debt, future acquisitions,
capital expenditures and/or working capital.
The Company has guaranteed a portion of the debt for two
cooperatives in which the Company is a member. The amounts guaran-
teed were $34 million, $31 million and $20 million as of July 2,
1995, January 1, 1995 and July 3, 1994, respectively.
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
6. Derivative Financial Instruments
The Company uses derivative financial instruments to cost effectively
modify risk from interest rate fluctuations in its underlying debt.
The Company has historically altered its fixed/floating interest rate
mix based upon anticipated operating cash flows of the Company
relative to its debt level and the Company's ability to absorb increases
in interest rates. These derivative financial instruments are not used
for trading purposes.
The Company has entered into interest rate swaps that resulted in
weighted average interest rates for the debt portfolio of approximately
7.7%, 7.0% and 6.6% as of July 2, 1995, January 1, 1995 and July 3,
1994, respectively. The Company's overall weighted average interest
rate on its long-term debt increased from an average of 6.6% during
the first half of 1994 to an average of 7.4% during the first half of
1995. After taking into account the effect of all of the interest rate
swap activities, approximately 40%, 47% and 45% of the total debt
portfolio was subject to changes in short-term interest rates as of July
2, 1995, January 1, 1995 and July 3, 1994, respectively.
A rate increase of 1% would have increased first half 1995 interest
expense by approximately $.9 million and net income for the six months
ended July 2, 1995 would have been reduced by approximately $.5
million. Interest coverage as of July 2, 1995 would have been 3.0 times
(versus 3.2 times) if interest rates had increased by 1%.
Derivative financial instruments were as follows:
<TABLE>
<CAPTION>
July 2, 1995 Jan. 1, 1995 July 3, 1994
Remaining Remaining Remaining
In Thousands Amount Term Amount Term Amount Term
<S> <C> <C> <C> <C> <C> <C>
Interest rate swaps-floating $168,600 5-8 years $221,600 6-9 years $221,600 6-9 years
Interest rate swaps-fixed 215,000 .5-8 years 215,000 1-9 years 265,000 2-9 years
Interest rate caps - 110,000 .5 year 110,000 1 year
</TABLE>
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
6. Derivative Financial Instruments (cont.)
The table below summarizes interest rate swap activity.
<TABLE>
<CAPTION>
Second Quarter First Half
In Thousands 1995 1995
<S> <C> <C>
Total swaps, beginning of period $ 436,600 $ 436,600
New swaps 25,000 25,000
Terminated swaps (78,000) (78,000)
Expired swaps - -
Total swaps, end of period $ 383,600 $ 383,600
</TABLE>
Deferred gains on terminated interest rate swap contracts were $6.9
million, $4.2 million and $4.2 million on July 2, 1995, January 1, 1995
and July 3, 1994, respectively.
The carrying amounts and fair values of the Company's balance sheet and
off-balance-sheet instruments were as follows:
<TABLE>
<CAPTION>
July 2, 1995 Jan. 1, 1995
Carrying Fair Carrying Fair
In Thousands Amount Value Amount Value
<S> <C> <C> <C> <C>
Balance Sheet Instruments
Public debt $200,000 $217,354 $200,000 $201,119
Non-public variable rate long-term
debt 210,235 210,235 213,420 213,420
Non-public fixed rate long-term debt 19,641 20,619 19,851 19,030
Off-Balance-Sheet Instruments
Interest rate swaps (4,970) (11,123)
</TABLE>
The fair values of the interest rate swaps represent the estimated
amounts the Company would have had to pay to terminate these agreements.
<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)
7. Supplemental Disclosures of Cash Flow Information
Changes in current assets and current liabilities affecting cash, net of
the effect of an accounting change, were as follows:
<TABLE>
<CAPTION>
First Half
In Thousands 1995 1994
<S> <C> <C>
Accounts receivable, trade, net $ (8,420) $ (11,420)
Due from Piedmont Coca-Cola Bottling Partnership (3,865) (771)
Accounts receivable, other 2,892 4,638
Inventories (4,027) (7,153)
Prepaid expenses and other current assets (88) (577)
Portion of long-term debt payable within one year (94) 150
Accounts payable and accrued liabilities 150 (5,066)
Accrued compensation (442) 1,210
Accrued interest payable 1,275 232
Increase in current assets less current liabilities $(12,619) $(18,757)
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Introduction:
The following discussion presents management's analysis of the
results of operations for the second quarter and first six months of
1995 compared to the second quarter and first six months of 1994 and
changes in financial condition from July 3, 1994 and January 1, 1995 to
July 2, 1995.
The Company reported net income of $8.1 million or $.87 per share for
the second quarter of 1995 compared with net income of $6.7 million or
$.72 per share for the same period in 1994. For the first six months of
1995, net income was $10.0 million or $1.08 per share compared with
net income of $6.0 million or $.64 per share for the first six months of
1994. In the first quarter of 1994, the Company recorded a
one-time, after-tax noncash charge of $2.2 million or $.24 per share
related to the adoption of Statement of Financial Accounting Standards
No. 112, "Employers' Accounting for Postemployment Benefits."
During the recent legislative sessions in North Carolina and South
Carolina, reductions in the special excise tax on soft drinks were
approved. The North Carolina tax will be reduced by 25% beginning July
1, 1996, while the South Carolina tax has been repealed and will be
phased out over a six-year period beginning July 1, 1996. The repeal of
the South Carolina tax and the reduction in the North Carolina tax will
not have a significant impact on the Company's 1996 results of
operations.
The results for interim periods are not necessarily indicative of
the results to be expected for the year due to seasonal factors.
Results of Operations:
For the second quarter of 1995, net franchise sales increased more
than 7% over the same quarter in 1994, reflecting higher net selling
prices and a volume increase of almost 2%. Net franchise sales for the
first half of 1995 increased approximately 7% over the 1994 period.
This increase was due principally to increased net selling prices but
also reflected a volume increase of almost 1%. Selling prices were
increased in early 1995 in order to cover the anticipated increased cost
of raw materials, primarily aluminum cans.
In the second quarter of 1995, gross margin on net franchise sales
increased by approximately 7.5% over the same period in 1994 and, as a
percentage of net franchise sales, was almost unchanged at 48.5%. For
the first half of 1995, gross margin on net franchise sales also
increased approximately 7.5% over the comparable 1994 period and was
slightly higher as a percentage of net franchise sales. Cost of goods
sold related to net franchise sales increased due to increases in
packaging costs, but selling price increases more than offset the
increased cost of goods sold. Although the cost of cans increased
during the first half of 1995, agreements currently in place with
suppliers ensure that the cost of cans will not increase further this
year and may decline from current pricing if aluminum ingot prices
decrease below a specified level. Plastic bottles have also
contributed to
<PAGE>
the increase in cost of goods sold. Resin prices increased more than
10% during the first half of 1995 as compared with the first half of
1994.
For the second quarter and first half of 1995, selling expenses
increased almost 6% over the comparable 1994 periods. Selling expenses
related to net franchise sales increased approximately 8% over the
comparable 1994 periods due primarily to higher employment costs and
increased expenses related to sales development programs and casualty
insurance. General and administrative expenses increased for the
first half of 1995 over the 1994 period due to increased employment
costs. The increased employment costs were partially offset by
reductions in other general and administrative expenses. As a
percentage of net franchise sales, general and administrative
expenses declined for both the first half and second quarter of 1995 as
compared to the same periods in 1994.
Depreciation expense increased approximately 10% between the first
half and second quarter of 1994 and the comparable 1995 periods.
These increases reflect the high level of capital expenditures during
1994. During 1994, certain capital improvements were made at the
manufacturing facilities to produce new packages.
Interest expense increased 10% from the first half of 1994 to the
first half of 1995 due to higher short-term interest rates. During the
second quarter of 1995, interest expense increased 8% over the same
period in 1994. Outstanding long-term debt decreased approximately
$25 million from July 3, 1994 to July 2, 1995. The Company's weighted
average interest rate increased from an average of 6.6% during the first
half of 1994 to an average of 7.4% during the first half of 1995.
The change in "other expense, net" between the first half of 1994
and the first half of 1995 was due primarily to a first quarter 1994
gain on the sale of an idle production facility. For the first half of
1995, losses of approximately $.3 million on sales of property, plant
and equipment were included in "other expense, net." Gains of
approximately $.4 million on sales of property, plant and equipment
were included in "other expense, net" for the first half of 1994. In
addition, the discount on sales of trade accounts receivable
increased almost $.5 million from the first half of 1994 to the first
half of 1995 due to higher short-term rates associated with this
arrangement.
Changes in Financial Condition:
Working capital increased $13.3 million from January 1, 1995 and $3.6
million from July 3, 1994 to July 2, 1995. The increase from January
1, 1995 resulted principally from seasonal increases in trade accounts
receivable and inventories. The increase from July 3, 1994 was
partially due to an increase in the receivable from Piedmont Coca-Cola
Bottling Partnership.
Capital expenditures in the first half of 1995 were $17.6 million
as compared to $27.8 million in the first half of 1994. Expenditures
for 1995 capital additions are expected to be significantly lower than
expenditures for 1994 capital additions. In 1995, the Company has
resumed its vehicle leasing program. Additions to the Company's fleet
were purchased rather than leased during 1994.
<PAGE>
Long-term debt decreased approximately $25 million from July 3, 1994
and more than $3 million from January 1, 1995. The level of debt as
of July 3, 1994 had increased due to significant additions to property,
plant and equipment during the first half of 1994. As of July 2, 1995,
the Company was in compliance with all of the covenants of its various
borrowing agreements.
It is the Company's intent to renew any borrowings under its $170
million revolving credit facility and the informal lines of credit as
they mature and, to the extent that any borrowings under the revolving
credit facility, the informal lines of credit and commercial paper
program do not exceed the amount available under the Company's $170
million revolving credit facility, they are classified as noncurrent
liabilities. As of July 2, 1995, the Company had no amounts outstanding
under the revolving credit facility or the commercial paper
program and had approximately $90 million outstanding under the informal
lines of credit.
The Company had sold trade accounts receivable of $35 million as of
July 2, 1995 and as of January 1, 1995 compared to $37 million on July
3, 1994. The arrangement to sell trade accounts receivable has been
amended to extend the arrangement to June 1998 on terms substantially
similar to those previously in place.
The Company uses derivative financial instruments to modify risk
from interest rate fluctuations. Derivative financial instruments
are not used for trading purposes. As of July 2, 1995, the debt
portfolio had a weighted average interest rate of approximately 7.7%
and approximately 40% of the total portfolio of $430 million was subject
to changes in short-term interest rates.
On October 12, 1994, a $400 million shelf registration for debt and
equity securities filed with the Securities and Exchange Commission
became effective and available for issuance. As of July 2, 1995, no
securities had been issued under this shelf registration. In any
future offering under such registration, net proceeds from sales of the
securities could be used for general corporate purposes, including
repayment of debt, future acquisitions, capital expenditures and/or
working capital.
Management believes that the Company, through the generation of cash
flow from operations and the utilization of unused borrowing
capacity, has sufficient financial resources available to maintain its
current operations and provide for its current capital expenditure
requirements. The Company considers the acquisition of additional
franchise territories on an ongoing basis.
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of the Company's shareholders was held
on May 17, 1995.
(b) The meeting was held to consider and vote upon (i) fixing the
number of the Company's directors at ten and (ii) electing four
directors, each for a term of three years or until his successor
shall be elected and shall qualify. The votes cast on the
question of fixing the number of directors at ten are summarized
as follows:
For Against Abstain Total Votes
33,276,037 7,240 4,094 33,287,371
The votes cast with respect to each director are summarized as
follows:
<TABLE>
<CAPTION>
Director Name For Withheld Total Votes
<S> <C> <C> <C>
J. Frank Harrison, Jr. 33,273,590 13,781 33,287,371
J. Frank Harrison, III 33,273,690 13,681 33,287,371
Ned R. McWherter 33,273,365 14,006 33,287,371
James L. Moore, Jr. 33,273,688 13,683 33,287,371
</TABLE>
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Description
<TABLE>
<CAPTION>
<S> <C>
4.1 First Omnibus Amendment to Purchase Agreements, dated as of June 26, 1995, by and among
the Company, as Seller, Corporate Receivables Corporation, as the Investor, and Citicorp North
America, Inc., individually and as agent.
10.1 Lease Funding No. 95004, dated as of April 19, 1995, of a Master Equipment Lease
between the Company and Coca-Cola Financial Corporation covering various vending machines.
10.2 Lease Funding No. 95005, dated as of May 19, 1995, of a Master Equipment Lease between
the Company and Coca-Cola Financial Corporation covering various vending machines.
10.3 Lease Funding No. 95006, dated as of June 9, 1995, of a Master Equipment Lease between
the Company and Coca-Cola Financial Corporation covering various vending machines.
10.4 Lease Funding No. 95007, dated as of June 20, 1995, of a Master Equipment Lease between
the Company and Coca-Cola Financial Corporation covering various vending machines.
10.5 Lease Schedule No. 007 - Revised, dated as of March 8, 1995, of a Lease Agreement dated
as of December 15, 1994 between the Company and BA Leasing & Capital Corporation covering
various vehicles.
10.6 Lease Schedule No. 008, dated as of April 15, 1995, of a Lease Agreement dated as of
December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various
vehicles.
10.7 Lease Schedule No. 009, dated as of May 1, 1995, of a Lease Agreement dated as of December
15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles.
10.8 Lease Schedule No. 010, dated as of May 15, 1995, of a Lease Agreement dated as of
December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various
vehicles.
10.9 Lease Schedule No. 011, dated as of May 15, 1995, of a Lease Agreement dated as of
December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various
vehicles.
27 Financial data schedule for period ended July 2, 1995.
</TABLE>
(b) Reports on Form 8-K
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
COCA-COLA BOTTLING CO. CONSOLIDATED
(REGISTRANT)
Date: August 11, 1995 By: /s/ David V. Singer
David V. Singer
Principal Financial Officer of the Registrant
and
Vice President - Chief Financial Officer
<PAGE>
EXHIBIT 4.1
EXECUTION COPY - 2nd
FIRST OMNIBUS AMENDMENT
TO
PURCHASE AGREEMENTS
THIS FIRST OMNIBUS AMENDMENT TO PURCHASE AGREEMENTS
(this "Agreement") dated as of June 26, 1995, is entered into by
and among COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware
corporation (the "Seller"), CORPORATE RECEIVABLES CORPORATION, a
Delaware corporation (the "Investor"), CITICORP NORTH AMERICA,
INC., a Delaware corporation individually (in its individual
capacity, "CNA") and as agent (in such capacity, the "Agent"),
and the "Banks" referred to below.
W I T N E S S E T H:
WHEREAS, the Seller, the Investor and the Agent have
entered into a certain Trade Receivables Purchase and Sale
Agreement dated as of June 26, 1992 (as the same may be amended,
restated, supplemented or otherwise modified from time to time,
the "Investor Agreement"), pursuant to which the Investor has
purchased and may, at its sole discretion from time to time
hereafter make additional purchases of, "Eligible Assets" (as
such term is defined therein) from the Seller on the terms and
conditions set forth therein;
WHEREAS, the Seller, certain financial institutions
from time to time parties thereto (collectively, the "Banks") and
the Agent have entered into a certain Trade Receivables Purchase
and Sale Agreement dated as of June 26, 1992 (as the same may be
amended, restated, supplemented or otherwise modified from time
to time, the "Commitment Agreement" and together with the
Investor Agreement being, collectively, the "Purchase Agreements"
and each individually, a "Purchase Agreement"; capitalized terms
used and not otherwise defined herein shall have the meanings
ascribed to them in the Investor Agreement or, if not defined in
the Investor Agreement, in the Commitment Agreement), pursuant to
which the Banks have agreed to make purchases of "Eligible
Assets" (as such term is defined therein) from the Seller if and
to the extent that the Investor elects to cease making purchases
under the Investor Agreement; and
WHEREAS, the Seller, the Investor, the Agent, CNA and
the Banks desire to enter into this Agreement to amend certain
provisions of the Investor Agreement and the Commitment Agreement
to, among other things, extend the term of such agreements to
June 26, 1998;
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
<PAGE>
SECTION 1. Amendments to the Purchase Agreements.
Subject to the satisfaction of the conditions precedent set forth
in Section 4 below, each of the Purchase Agreements is amended as
follows:
1.1. Section 1.01 of each of the Purchase Agreements
is hereby amended as follows:
a. The following definitions shall be added thereto in
their correct alphabetical positions within such agreement:
"'Average Maturity' means, on any day, that period
(expressed in days) equal to the average maturity of
the Purchased Receivables as shall be calculated by the
Collection Agent and set forth in the Investor Report
most recently delivered on or prior to such day;
provided, however, that the Agent may recalculate the
Average Maturity set forth in any such Investor Report
if it disagrees with any such calculation."
"'Collection Delay Period' means 10 days or such other
number of days as the Agent may select upon three
Business Days' prior written notice to the Seller."
"'Liquidation Yield' means, for any Eligible Asset on
any date (except as set forth below) an amount equal to
the product of (i) the Capital of such Eligible Asset
on such date, (ii) the Rate Variance Factor as of such
date and (iii) the product of (a) the Assignee Rate for
such Eligible Asset for a Fixed Period deemed to
commence on such date for a period of thirty days and
(b) a fraction (x) having the number of days equal to
the sum of Average Maturity and the Collection Delay
Period as its numerator and (y) having 360 as its
denominator."
"'Loss Reserve Percentage' means, at any time, the
greater of (x) 110% and (y) a percentage calculated by
dividing (i) 100% by (ii) the difference of 100% and
the Loss Percentage at such time.
"'Rate Variance Factor' means, with respect to any rate
at which Yield is calculated on any date, a number
greater than one that reflects the potential variance
in selected interest rates over a period of time
designated by the Agent, as shall be computed by the
Collection Agent each month and set forth in the
Investor Report in accordance with the provisions
thereof; provided, however, that the factors used in
computing the "Rate Variance Factor" may be changed
-2-
<PAGE>
from time to time upon at least five days' prior
written notice from the Agent to the Collection Agent."
"'Ratings Requirement' means that the Seller's long-
term unsecured senior indebtedness is rated at least
"BBB-" by Standard & Poor's Ratings Group and at least
"Baa3" by Moody's Investors Service, Inc."
"'Yield Payment Date' means (i) with respect to any
Eligible Asset in respect of which Yield thereon is
calculated based on the Investor Rate or the Alternate
Base Rate, the last day of each month (or, if such date
is not a Business Day, the immediately succeeding
Business Day, (ii) with respect to any Eligible Asset
in respect of which Yield thereon is calculated based
on the Adjusted LIBO Rate, the last day of the Fixed
Period to which the Capital of such Eligible Asset is
allocated, and (iii) with respect to all Eligible
Assets outstanding at such time, the earlier to occur
of the Termination Date or the Collection Date."
"'Yield Reserve' means, on any date with respect to any
Eligible Asset, the sum of (i) the Liquidation Yield at
such time for such Eligible Asset plus (ii) the then
accrued and unpaid Yield for such Eligible Asset."
"'Yield Reserve Percentage' means, at any time, the
greater of (x) 102% and (y) a percentage calculated by
dividing (i) 100% by (ii) the difference of (a) 100%
and (b) a percentage calculated by dividing (1) the sum
of the Yield Reserves for all Eligible Assets
outstanding at such time by (2) the aggregate
outstanding Capital of all Eligible Assets at such
time."
b. The definition of "Collections" appearing in
Section 1.01 of each such agreement is hereby amended to add
the following phrase immediately after the parenthetical
appearing therein:
", any amounts received by the Agent in respect of the
repurchase of any Purchased Receivables pursuant to
Section 2.06(b),".
c. The definition of "Eligible Receivables Percentage"
appearing in Section 1.01 of each such agreement is hereby
amended and restated in its entirety to read as follows:
"'Eligible Receivables Percentage' means (i) at any
time that the Ratings Requirement shall be satisfied,
the Yield Reserve Percentage at such time; and (ii) at
any time that the Ratings Requirement is not satisfied,
-3-
<PAGE>
(x) the sum (1) the Yield Reserve Percentage at such
time and (2) the Loss Reserve Percentage at such time,
minus (y) one hundred percent."
d. The definition of "Revolver Financial Covenants"
appearing in Section 1.01 of each such agreement is hereby
amended and restated in its entirety to read as follows:
"Revolver Financial Covenants" means the financial
covenants contained in Section 6.01 of the Revolver, as
amended from time to time hereafter; provided, however,
that upon (x) any termination of the Revolver, (y) the
termination of the commitments of Citibank to make
loans thereunder, or (z) Citibank's ceasing to be
party thereto as a lender thereunder (any such date
being, the "Revolver Termination Date"), the financial
covenants in effect thereunder immediately prior to
such Revolver Termination Date or such other financial
covenants as the Agent shall specify with the consent
of the Seller and each of the Banks, which consent
shall not be unreasonably withheld or delayed (and, in
any event with respect to the Seller, shall be granted
within 60 days after its receipt of notice thereof from
the Agent to the extent the granting of such consent
would be required hereunder), shall remain in effect
for purposes of this Agreement.
e. The definition of "Settlement Period" appearing in
Section 1.01 of each such agreement is hereby deleted in its
entirety and, except as otherwise expressly provided in this
Agreement, all references therein in either of the Purchase
Agreements shall be deemed to references to the term "Fixed
Period."
f. The definition of "Termination Date" appearing in
Section 1.01 of each such agreement is hereby amended to
delete the date "June 26, 1995" set forth therein and to
substitute therefor the date "June 26, 1998."
1.2. Section 2.05(a) of each of the Purchase
Agreements is hereby amended to delete the phrase "On the last
day of each Settlement Period for each Eligible Asset to occur
prior to the Termination Date," which appears in the fourth
sentence thereof and to substitute the following therefor:
"On the Yield Payment Date in respect of each Eligible
Asset occurring prior to the Termination Date,".
1.3. Section 2.06(a) (as the same shall be in effect
upon and after the effectiveness of this Agreement) of each of
the Purchase Agreements is hereby amended to delete the phrase
-4-
<PAGE>
"On the last day of each Settlement Period for each Eligible
Asset to occur on or after the Termination Date," which appears
in the third sentence thereof and to substitute the following
therefor:
"On the Yield Payment Date in respect of each Eligible
Asset occurring on or after the Termination Date,".
1.4. Section 2.07 of each of the Purchase Agreements
is hereby amended to delete the phrase "Prior to the 15th
Business Day of each month" which appears in the third sentence
thereof and to substitute the phrase "On or prior to the 20th day
of each month" therefor.
1.5. Section 2.10(b)(i) of each of the Purchase
Agreements is hereby amended to delete the phrase "(such letter
being the "Fee Letter")" appearing therein and to substitute the
following therefor:
"(such letter agreement, as the same may be amended,
restated, supplemented or otherwise modified from time to time,
being the "Fee Letter")."
1.6. Section 5.01 of each of the Purchase Agreements
is hereby amended to add the following as a new subsection (l)
thereto:
"(l) At any time after January 1, 1997 but before May
26, 1997, the Seller shall (i) and shall cause each of
the Transferring Subsidiaries to, provide to the Agent
all UCC-3 continuation statements and such other
instruments, documents and/or agreements as, in each
case, the Agent shall deem necessary or desirable to
continue the perfection of its and the Owners' interest
in all Purchased Receivables which are then existing or
which may thereafter be acquired by the Seller under
the Transfer Agreements and the by the Owners under
this Agreement and (ii) deliver to the Agent, for its
benefit and for the benefit of the Owners, an opinion
of counsel (from such counsel and in such form and
substance as shall, in each case, be satisfactory to
the Agent) confirming the continued perfection of the
Agent's and the Owners' interests in such Purchased
Receivables."
1.7. Section 7.01(h) of each of the Purchase
Agreements is hereby amended to delete the amount "$5,000,000"
set forth therein and to substitute the amount "$20,000,000"
therefor.
-5-
<PAGE>
1.8. Exhibits G, H, I, K and L to each of the Purchase
Agreements is hereby amended and restated in its entirety to read
as set forth in Annexes I, II, III, IV and V, respectively,
hereto.
SECTION 2. Amendments to the Investor Agreement.
Subject to the satisfaction of the conditions precedent set forth
in Section 4 below, the Investor Agreement is amended as follows:
2.1. Section 1.01 of the Investor Agreement is hereby
amended as follows:
a. The following definitions shall be added thereto in
their correct alphabetical positions within such agreement:
"'CP Fixed Period Date' means, with respect to any
Eligible Asset, the date of the Capital Increase
Purchase giving rise to such Eligible Asset and
thereafter the day which is two Business Days prior to
the last day of each calendar month or any other day as
shall have been agreed to in writing by the Agent and
the Seller prior to the first day of the preceding
Fixed Period for such Eligible Asset or, if there is no
preceding Fixed Period, prior to the first day of such
Fixed Period."
"'Recoveries' means, with respect to any Defaulted
Receivable repurchased by the Seller pursuant to
Section 2.06 hereof or Section 2.06 of the Commitment
Agreement, (i) any Collections received by the Seller
or any Affiliate of the Seller after the date such
Purchased Receivable was repurchased by the Seller and
(ii) if the Seller or any Affiliate receives any
returned or repossessed goods or products relating to
such Defaulted Receivable after the date such Purchased
Receivable was repurchased by the Seller, the invoice
value of such returned or repossessed products or
goods; provided, however, that for purposes of this
Agreement, the amount of the Recoveries with respect to
any such Defaulted Receivable shall in no event exceed
the Repurchase Price paid by the Seller for the
repurchase thereof in accordance with such Sections."
"'Repurchase Maximum' means, at any time after the
Termination Date, (A) the product of (x) the Loss
Percentage as of the Termination Date and (y) the
aggregate amount of Capital, accrued but unpaid Yield
and accrued but unpaid Program Fees, Investor
Investment Fees and Collection Agent Fees, in each
case, as of the Termination Date, plus (B) Recoveries
with respect to any Purchased Receivables repurchased
-6-
<PAGE>
by the Seller, minus (C) the aggregate amount of the
Repurchase Price paid by the Seller as of such time to
the Investor and/or any of the Banks with respect to
the repurchase of any Purchased Receivables by the
Seller hereunder or under the Commitment Agreement,
respectively."
"'Repurchase Price' means, with respect to any
Defaulted Receivable, the Outstanding Balance of such
Purchased Receivable."
(b) The definition of "Fixed Period" set forth in
Section 1.01 of the Investor Agreement is hereby amended and
restated in its entirety to read as follows:
"'Fixed Period' means, with respect to any Capital
allocated thereto:
(a) in the case of any Fixed Period in respect of
which Yield is computed by reference to the Investor
Rate referred to in paragraph (a) of the definition of
"Investor Rate", each successive period commencing on
each CP Fixed Period Date for such Eligible Asset and
ending on the next succeeding CP Fixed Period Date for
such Eligible Asset; and
(b) in the case of any Fixed Period in respect of
which Yield is computed by reference to the Investor
Rate referred to in paragraph (b) of the definition of
"Investor Rate", each successive period of from one to
and including 29 days, or a period of one, two or three
months, as the Seller shall select and the Agent may
approve on notice by the Seller received by the Agent
(including notice by telephone, confirmed in writing)
not later than 11:00 A.M. (New York City time) on the
last day of such Fixed Period (or 10:00 A.M. (New York
City time) on the third LIBO Business Day prior to the
first day of such subsequent Fixed Period, in the case
of an Eligible Asset for which Yield is to be
calculated at the Adjusted LIBO Rate), each such Fixed
Period for such Capital to be allocated thereto shall
commence on the last day of the immediately preceding
Fixed Period for such Capital (or, if there is no such
preceding Fixed Period, on the date of the Capital
Increase Purchase giving rise to such Capital), except
that if the Agent shall not have received such notice,
or the Agent and the Seller shall not have so mutually
agreed, before 11:00 A.M. (New York City time) on such
day, such Fixed Period shall be one day;
provided, however, that:
-7-
<PAGE>
(i) any Fixed Period (other than of one day)
which would otherwise end on a day which is not a
Business Day shall be extended to the next succeeding
Business Day, except that if Yield with respect to
Capital allocated to such Fixed Period is calculated by
reference to the Adjusted LIBO Rate and such extension
would cause the last day of such Fixed Period to occur
in the next succeeding month, the last day of such
Fixed Period shall occur on the immediately preceding
Business Day;
(ii) in the case of any Fixed Period of one day
for such Capital, (a) if such Fixed Period is such
Capital's initial Fixed Period, such Fixed Period shall
be the day of the related Capital Increase Purchase
therefor; (b) any subsequently occurring Fixed Period
which is one day shall, if the immediately preceding
Fixed Period is more than one day, be the last day of
such immediately preceding Fixed Period, and, if the
immediately preceding Fixed Period is one day, be the
day next following such immediately preceding Fixed
Period, and (c) if such Fixed Period occurs on a day
immediately preceding a day which is not a Business
Day, such Fixed Period shall be extended to the next
succeeding Business Day;
(iii) in the case of any Fixed Period for any
Capital which commences before the Termination Date and
would otherwise end a date occurring after such
Termination Date, such Fixed Period shall end on such
Termination Date and the duration of each Fixed Period
which commences on or after the Termination Date for
such Capital shall be of such duration as shall be
selected by the Agent;
(iv) notwithstanding any of the foregoing in this
definition to the contrary, any Fixed Period in respect
of which Yield is to accrue by reference to the
Adjusted LIBO Rate, such Fixed Period shall be a period
of one, two or three months; and
(v) from time to time until the Termination Date,
subject to the exceptions and limitations described
above and in Sections 2.02 and 2.09, and the Agent's
approval in accordance with the procedures described
above and in Sections 2.02 and 2.09, the Seller shall
select Fixed Periods for each Eligible Asset so that
the outstanding Capital of all Eligible Assets is at
all times allocated to a Fixed Period."
-8-
<PAGE>
(c) The definition of "Investor Rate" set forth in
Section 1.01 of the Investor Agreement is hereby amended and
restated in its entirety to read as follows:
"'Investor Rate' for any Fixed Period for all Capital
allocated to such Fixed Period means:
(a) to the extent that the Investor funds its
Purchase or maintenance of such Capital by issuing
commercial paper, the per annum rate equivalent to the
weighted average of the per annum rates paid or payable
by the Investor from time to time as interest on or
otherwise (by means of interest rate hedges or
otherwise) in respect of the commercial paper issued by
the Investor that is allocated, in whole or in part, by
CNA (on behalf of the Investor) to fund the Purchase or
maintenance of such Capital during such Fixed Period,
as determined by CNA (on behalf of the Investor) and
reported to the Seller and, if the Collection Agent is
not the Seller, the Collection Agent, which rates shall
reflect and give effect to the commissions of placement
agents and dealers selected by the Investor in respect
of such commercial paper, to the extent such
commissions are allocated, in whole or in part, to such
commercial paper by CNA (on behalf of the Investor);
provided, however, that if any component of such rate
is a discount rate, in calculating the 'Investor Rate'
for such Fixed Period, CNA shall for such component use
the rate resulting from converting such discount rate
to an interest bearing equivalent rate per annum, or
(b) if the Investor is not able to fund its
Purchase or maintenance of such Capital for such Fixed
Period by its issuing commercial paper as referred to
in paragraph (i) above, the rate equal to the Assignee
Rate for such Fixed Period or such other rate as the
Agent and the Seller shall agree to in writing;
provided, however, that for any Fixed Period commencing
on or after the Termination Date, the Investor Rate
shall mean a rate equal to the Assignee Rate for such
Fixed Period."
2.2. Section 2.06 of the Investor Agreement is hereby
amended as follows:
a. The subsection heading "(a)" shall be added thereto
immediately after the section heading "Liquidation
Settlement Procedures" appearing therein; and
-9-
<PAGE>
b. The following shall be added thereto after
subsection (a) thereof as a new subsection (b) thereto:
"(b) Upon the Agent's demand at any time after the
Termination Date, the Seller shall repurchase from the
Investor, all of the Investor's right and title to and
interest in each Purchased Receivable that has become a
Defaulted Receivable. The Seller shall remit to the
Agent the Repurchase Price for the Investor's interest
in such Defaulted Receivable within one Business Day
following the Agent's demand therefor as described
above; provided, however, that the Seller shall only be
obligated to repurchase the Investor's interest in such
Defaulted Receivables to the extent that the aggregate
Repurchase Price for all such Defaulted Receivables
repurchased pursuant hereto and pursuant to the
Commitment Agreement does not exceed the Repurchase
Maximum at such time."
2.3. Clause (iv) of Section 3.02 of the Investor
Agreement is hereby amended and restated in its entirety to read
as follows:
"(iv) on such date, the Ratings Requirement shall be
satisfied;"; and
2.4. Subsection (b) of Section 11.06 of the Investor
Agreement is hereby amended by restating such subsection to read
as follows:
"(b) In addition, the Seller shall pay any and all
present or future stamp, sales, excise, documentary,
property and other taxes, levies and fees payable or
determined to be payable in connection with the
execution, delivery, filing and recording of this
Agreement or the other documents to be delivered
hereunder, and agrees to indemnify CNA, the Agent and
each Owner against any and all liabilities with respect
to or resulting from any delay in paying or omission to
pay such taxes and fees."
SECTION 3. Amendments to the Commitment Agreement.
Subject to the satisfaction of the conditions precedent set forth
in Section 4 below, the Investor Agreement is amended as follows:
3.1. Section 1.01 of the Commitment Agreement is
hereby amended to add the following definitions thereto in their
correct alphabetical positions within such agreement:
"'Recoveries' means, with respect to any Defaulted
Receivable repurchased by the Seller pursuant to
-10-
<PAGE>
Section 2.06 hereof or Section 2.06 of the Investor
Agreement, (i) any Collections received by the Seller
or any Affiliate of the Seller after the date such
Purchased Receivable was repurchased by the Seller and
(ii) if the Seller or any Affiliate receives any
returned or repossessed goods or products relating to
such Defaulted Receivable after the date such Purchased
Receivable was repurchased by the Seller, the invoice
value of such returned or repossessed products or
goods; provided, however, that for purposes of this
Agreement, the amount of the Recoveries with respect to
any such Defaulted Receivable shall in no event exceed
the Repurchase Price paid by the Seller for the
repurchase thereof in accordance with such Sections."
"'Repurchase Maximum' means, at any time after the
Termination Date, (A) the product of (x) the Loss
Percentage as of the Termination Date and (y) the
aggregate amount of Capital, accrued but unpaid Yield
and accrued but unpaid Program Fees, Investor
Investment Fees and Collection Agent Fees, in each
case, as of the Termination Date, plus (B) Recoveries
with respect to any Purchased Receivables repurchased
by the Seller, minus (C) the aggregate amount of the
Repurchase Price paid by the Seller as of such time to
any of the Banks and/or the Investor with respect to
the repurchase of any Purchased Receivables by the
Seller hereunder or under the Investor Agreement,
respectively."
"'Repurchase Price' means, with respect to any
Defaulted Receivable, the Outstanding Balance of such
Purchased Receivable."
3.2. Section 2.06 of the Commitment Agreement is
hereby amended as follows:
a. The subsection heading "(a)" shall be added thereto
immediately after the section heading "Liquidation
Settlement Procedures" appearing therein; and
b. The following shall be added thereto after
subsection (a) thereof as a new subsection (b) thereto:
"(b) Upon the Agent's demand at any time after the
Termination Date, the Seller shall repurchase from each
of the Banks, all of such Banks' respective rights and
title to and interests in each Purchased Receivable
that has become a Defaulted Receivable. The Seller
shall remit to the Agent, for the ratable benefit of
such Banks, the Repurchase Price for the Banks'
-11-
<PAGE>
respective interests in such Defaulted Receivable
within one Business Day following the Agent's demand
therefor as described above; provided, however, that
the Seller shall only be obligated to repurchase the
Investor's interest in such Defaulted Receivables to
the extent that the aggregate Repurchase Price for all
such Defaulted Receivables repurchased pursuant hereto
and pursuant to the Investor Agreement does not exceed
the Repurchase Maximum at such time."
3.3. Section 2.10(b)(ii) of the Commitment Agreement
is hereby amended to delete the amount "0.25%" set forth therein
and to substitute the amount "0.175% therefor".
SECTION 4. Effective Date; Conditions Precedent. This
Agreement shall become effective and be deemed effective as of
the date first above written upon the Agent's receipt of the
following items, in each case, to be in form and substance
satisfactory to the Agent:
(i) eight (8) original copies of this Agreement
(together with all Annexes hereto) duly executed by all of
the parties hereto set forth on the signature pages hereto;
(ii) four (4) original copies of an amended and
restated Fee Letter (the "Revised Fee Letter") duly executed
by all parties thereto;
(iii) eight (8) original copies of a Certificate of
the Assistant Secretary of the Seller, certifying:
(x) that the resolutions passed by the Executive
Committee of the Board of Directors of the Seller
initially authorizing the execution, delivery and
performance by the Seller of the Purchase Agreements,
the Fee Letter, the Transfer Agreements and the other
instruments, documents and agreements executed and/or
delivered in connection with any of the foregoing
(collectively, the "Transaction Documents"), have not
been rescinded or modified in any way and remain in
full force as of the date hereof;
(y) the copies attached thereto of the Amended and
Restated Certificate of Incorporation and the Amended
and Restated By-Laws of the Seller are true and
complete copies thereof; and
(z) the names and true signatures of the officers of
the Seller authorized to execute and deliver this
Agreement and the Revised Fee Letter; and
-12-
<PAGE>
(iv) eight (8) original copies of a certificate of the
Chief Financial Officer or Treasurer of the Seller,
certifying, among other things, that as of the date hereof
(x) both before and after giving effect to the execution,
delivery and performance hereof, no Event of Investment
Ineligibility (or any event or condition which with the
giving of notice or passage of time, or both, would
constitute and Event of Investment Ineligibility) shall have
occurred and be continuing or would result therefrom and (y)
all conditions precedent to the effectiveness of this
Agreement which are required to be performed or satisfied by
the Seller or any of the Transferring Subsidiaries on or
prior to the date hereof have, in each case been so
performed or satisfied;
(v) a Good Standing Certificate for the Seller from the
Secretaries of State of Delaware and North Carolina, in each
case, dated a date reasonably prior to the effective date of
this Agreement; and
(vi) such other consents or approvals as the may be
required by the Agent, the Investor or any of the other
Owners;
SECTION 5. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
SECTION 6. Severability. Each provision of this
Agreement shall be severable from every other provision of this
Agreement for the purpose of determining the legal enforceability
of any provision hereof, and the unenforceability of any
provision hereof, and the unenforceability of one or more
provisions of this Agreement in one jurisdiction shall not have
the effect of rendering such provision or provisions
unenforceable in any other jurisdiction.
SECTION 7. Reference to and Effect on the Transaction
Documents. (a) Upon the effectiveness of this Agreement, (i)
the Seller hereby reaffirms all covenants, representations and
warranties made by it in each of the Transaction Documents to
which it is a party (other than any such representations or
warranties which expressly speak as of another date and as such
representations, warranties or covenants may be amended or
otherwise modified by this Agreement) and agrees that all such
covenants, representations and warranties shall be deemed to have
been remade as of the effective date of this Agreement; (ii) each
reference in either of the Purchase Agreements to "this
Agreement", "hereunder", "hereof", "herein" or words of like
import, and all references to any such Purchase Agreement in any
other document, instrument or agreement executed and/or delivered
-13-
<PAGE>
in connection therewith, shall, in each case, mean and be a
reference to the applicable Purchase Agreement as amended hereby;
and (iii) each reference in any of the Transaction Documents to
the "Fee Letter" shall mean and be a reference to the Fee Letter
as amended and restated by the Revised Fee Letter. Except as
otherwise amended by this Agreement and the Revised Fee Letter,
each of the Transaction Documents shall continue in full force
and effect and is hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this
Agreement or the Revised Fee Letter shall not (x) operate as a
waiver of any right, power or remedy of any Person under any of
the Transaction Documents or any other instrument, document or
agreement executed and/or delivered in connection therewith or
(y) in any such case, constitute a waiver of any provision
contained therein, except as specifically set forth herein.
SECTION 8. Counterparts. This Agreement may be exe-
cuted in one or more counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute one
and the same instrument.
SECTION 9. Fees and Expenses. The Seller hereby
confirms its agreement to pay on demand all reasonable costs and
expenses in connection with the preparation, execution and
delivery of this Agreement, the Revised Fee Letter and each of
the other instruments, documents and agreements to be executed
and/or delivered in connection herewith, including, without
limitation, the reasonable fees and out-of-pocket expenses of
counsel to the Agent with respect thereto.
-14-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
First Omnibus Amendment to Purchase Agreements to be executed as
of the date first above written.
COCA-COLA BOTTLING CO. CONSOLIDATED
By: Brenda B. Jackson
Name: Brenda B. Jackson
Title: Vice President & Treasurer
CORPORATE RECEIVABLES CORPORATION
By: Citicorp North America, Inc., as
attorney-in-fact
By: Michael Storm
Name:
Title:
CITICORP NORTH AMERICA, INC.,
Individually and as Agent
By: Michael Storm
Name:
Title:
KREDIETBANK, N.V.
By: Marc Bernaert Katherine S. McCarthy
Name: Marc Bernaert Katherine S. McCarthy
Title: General Manager Vice President
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY
By: Shusai Nagai
Name: Shusai Nagai
Title: General Manager
-15-
<PAGE>
EXHIBIT 10. 1
<PAGE>
TREASURY BOND 7.08%
RENTAL FACTOR 3.23274%
LEASE FUNDING NO: 95004
LEASE SUPPLEMENT TO
MASTER EQUIPMENT LEASE (the "Master Lease")
BETWEEN
COCA-COLA FINANCIAL CORPORATION ("Lessor")
AND
COCA-COLA BOTTLING CO. CONSOLIDATED ("Lessee")
DATED: February 9, 1993
1. Term
The "Initial Term" shall commence on the 19th day of April, 1995 ("Lease
Commencement Date"); and will continue for a term of one hundred eight (108)
months ending on 19th day of April, 2004.
2. Rent
(a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate
rental charge of $1,338,450.84, payable in arrears in thirty-six (36)
quarterly installments of $ 37,179.19 each, beginning on July 19, 1995
and continuing on the same day of each calendar quarter thereafter
during the Initial Term, with the final such installment being due and
payable on April 19, 2004.
(b) INTERIM RENT: Lessee shall pay Lessor Interim Rent on all payments
made by Lessor for Equipment from the date of Lessor's payment, if paid
prior to the Lease Commencement Date, until the Lease Commencement Date.
Interim Rent shall be calculated from the date of such payment on the
basis of a rate which shall be the lesser of (i) a daily rate of .00037
per dollar so paid by Lessor, (which rate is based on the rate implied
by the Basic Rent amount set forth above), or (ii) a per annum rate
applied to the amount so paid by Lessor equal to the "Prime Rate" as
published in The Wall Street Journal on the last business day prior to
the date of such payment by Lessor. Interim Rent shall be payable in
full on the Lease Commencement Date.
(c) SUPPLEMENTAL RENT: In addition to Basic Rent and Interim Rent,
Lessee shall pay Lessor all Supplemental Rent provided for in the Master
Lease including, without limitation, all applicable sales and use taxes.
<PAGE>
3. Location of the Equipment
The location(s) of the Equipment leased is (are) set forth on Exhibit
"A" attached hereto.
4. Equipment Leased
The Equipment leased is described on each equipment invoice and
installation notification subject to this Lease Supplement. The
supporting equipment invoices, installation notifications and equipment
serial numbers are summarized on Exhibit "A" attached hereto.
5. Stipulated Loss Value
The "Stipulated Loss Value" of each item of Equipment, as of any
particular date of computation, shall be determined with reference to
Exhibit "B" attached hereto by multiplying the original cost of such
item of Equipment as stated on Exhibit "A" hereto by the percentage of
the cost of such item set forth opposite the applicable month number on
Exhibit "B" hereto. For this purpose the applicable month number means
the number of months or partial months elapsed since the Lease
Commencement Date. If only a portion of an item of Equipment is affected
by any event causing calculation of "Stipulated Loss Value" as specified
in the Master Lease, and the cost of such portion of the Equipment
cannot be readily determined from the original cost of such item set
forth on Exhibit A, then the Stipulated Loss Value for such portion of
the Equipment shall be as reasonably calculated by Lessor, with written
notice of such amount being sent to Lessee by Lessor.
6. Lease
This Lease Supplement is executed and delivered under and pursuant to
the terms of the Master Lease, and this Lease Supplement shall be deemed
to be a part of, and shall be governed by the terms and conditions of
the Master Lease. For purposes of this Lease Supplement, capitalized
terms which are used herein but which are not otherwise defined herein
shall have the meanings ascribed to such terms in the Master Lease.
<PAGE>
IN WITNESS WHEREOF, Lessee has caused this Lease Supplement to be duly
executed and delivered by its duly authorized officers, this 19th day of
April, 1995.
LESSEE:
COCA-COLA BOTTLING CO. CONSOLIDATED
By: /s/ Brenda B. Jackson
(CORPORATE SEAL)
Attest: /s/ Patricia A. Gill Title: Vice President & Treasurer
Title: Assistant Secretary
Accepted in Atlanta, Georgia, this 4th day of May, 1995.
LESSOR:
COCA-COLA FINANCIAL CORPORATION
By: /s/ Andre Balfour
Title: Operations Manager
<PAGE>
EXHIBIT 10.2
<PAGE>
TREASURY BOND 6.77%
RENTAL FACTOR 3.18072%
LEASE FUNDING NO: 95005
LEASE SUPPLEMENT TO
MASTER EQUIPMENT LEASE (the "Master Lease")
BETWEEN
COCA-COLA FINANCIAL CORPORATION ("Lessor")
AND
COCA-COLA BOTTLING CO. CONSOLIDATED ("Lessee")
DATED: February 9,1993
1. Term
[Bullet] The "Initial Term" shall commence on the 19TH day of May, 1995
("Lease Commencement Date"); and will continue for a term of one hundred
eight (108) months ending on 19th day of May, 2004.
2. Rent
(a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate
rental charge of $1,752,460.92, payable in arrears in thirty-six (36)
quarterly installments of $ 48,679.47 each, beginning on August 19, 1995
and continuing on the same day of each calendar quarter thereafter
during the Initial Term, with the final such installment being due and
payable on May 19th, 2004.
(b) INTERIM RENT: Lessee shall pay Lessor Interim Rent on all payments
made by Lessor for Equipment from the date of Lessor's payment, if paid
prior to the Lease Commencement Date, until the Lease Commencement Date.
Interim Rent shall be calculated from the date of such payment on the
basis of a rate which shall be the lesser of (i) a daily rate of .00037
per dollar so paid by Lessor, (which rate is based on the rate implied
by the Basic Rent amount set forth above), or (ii) a per annum rate
applied to the amount so paid by Lessor equal to the "Prime Rate" as
published in The Wall Street Journal on the last business day prior to
the date of such payment by Lessor. Interim Rent shall be payable in
full on the Lease Commencement Date.
(c) SUPPLEMENTAL RENT: In addition to Basic Rent and Interim Rent,
Lessee shall pay Lessor all Supplemental Rent provided for in the Master
Lease including, without limitation, all applicable sales and use taxes.
<PAGE>
3. Location of the Equipment
The location(s) of the Equipment leased is (are) set forth on Exhibit
"A" attached hereto.
4. Equipment Leased
The Equipment leased is described on each equipment invoice and
installation notification subject to this Lease Supplement. The
supporting equipment invoices, installation notifications and equipment
serial numbers are summarized on Exhibit "A" attached hereto.
5. Stipulated Loss Value
The "Stipulated Loss Value" of each item of Equipment, as of any
particular date of computation, shall be determined with reference to
Exhibit "B" attached hereto by multiplying the original cost of such
item of Equipment as stated on Exhibit "A" hereto by the percentage of
the cost of such item set forth opposite the applicable month number on
Exhibit "B" hereto. For this purpose the applicable month number means
the number of months or partial months elapsed since the Lease
Commencement Date. If only a portion of an item of Equipment is affected
by any event causing calculation of "Stipulated Loss Value" as specified
in the Master Lease, and the cost of such portion of the Equipment
cannot be readily determined from the original cost of such item set
forth on Exhibit A, then the Stipulated Loss Value for such portion of
the Equipment shall be as reasonably calculated by Lessor, with written
notice of such amount being sent to Lessee by Lessor.
6. Lease
This Lease Supplement is executed and delivered under and pursuant to
the terms of the Master Lease, and this Lease Supplement shall be deemed
to be a part of, and shall be governed by the terms and conditions of
the Master Lease. For purposes of this Lease Supplement, capitalized
terms which are used herein but which are not otherwise defined herein
shall have the meanings ascribed to such terms in the Master Lease.
<PAGE>
IN WITNESS WHEREOF, Lessee has caused this Lease Supplement to be duly
executed and delivered by its duly authorized officers, this 19th day of
May, 1995.
LESSEE:
COCA-COLA BOTTLING CO. CONSOLIDATED
(CORPORATE SEAL) By: /s/ Brenda B. Jackson
Attest: /s/ Patricia A. Gill Title: Vice President & Treasurer
Title: Assistant Secretary
Accepted in Atlanta, Georgia, this 2 day of June, 1995.
LESSOR:
COCA-COLA FINANCIAL CORPORATION
By: /s/ Andre Balfour
Title: Operations Manager
<PAGE>
EXHIBIT 10.3
<PAGE>
TREASURY BOND 6.39%
RENTAL FACTOR 3.11684%
LEASE FUNDING NO: 95006
LEASE SUPPLEMENT TO
MASTER EQUIPMENT LEASE (the "Master Lease")
BETWEEN
COCA-COLA FINANCIAL CORPORATION ("Lessor")
AND
COCA-COLA BOTTLING CO. CONSOLIDATED ("Lessee")
DATED: February 9,1993
1. Term
The "Initial Term" shall commence on the 9TH day of June, 1995 ("Lease
Commencement Date"); and will continue for a term of one hundred eight
(108) months ending on 9th day of June, 2004.
2. Rent
(a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate
rental charge of $1,025,479.80, payable in arrears in thirty-six (36)
quarterly installments of $ 28,485.55 each, beginning on September 9,
1995 and continuing on the same day of each calendar quarter thereafter
during the Initial Term, with the final such installment being due and
payable on June 9, 2004.
(b) INTERIM RENT: Lessee shall pay Lessor Interim Rent on all payments
made by Lessor for Equipment from the date of Lessor's payment, if paid
prior to the Lease Commencement Date, until the Lease Commencement Date.
Interim Rent shall be calculated from the date of such payment on the
basis of a rate which shall be the lesser of (i) a daily rate of .00037
per dollar so paid by Lessor, (which rate is based on the rate implied
by the Basic Rent amount set forth above), or (ii) a per annum rate
applied to the amount so paid by Lessor equal to the "Prime Rate" as
published in The Wall Street Journal on the last business day prior to
the date of such payment by Lessor. Interim Rent shall be payable in
full on the Lease Commencement Date.
(c) SUPPLEMENTAL RENT: In addition to Basic Rent and Interim Rent,
Lessee shall pay Lessor all Supplemental Rent provided for in the Master
Lease including, without limitation, all applicable sales and use taxes.
<PAGE>
3. Location of the Equipment
The location(s) of the Equipment leased is (are) set forth on Exhibit
"A" attached hereto.
4. Equipment Leased
The Equipment leased is described on each equipment invoice and
installation notification subject to this Lease Supplement. The
supporting equipment invoices, installation notifications and equipment
serial numbers are summarized on Exhibit "A" attached hereto.
5. Stipulated Loss Value
The "Stipulated Loss Value" of each item of Equipment, as of any
particular date of computation, shall be determined with reference to
Exhibit "B" attached hereto by multiplying the original cost of such
item of Equipment as stated on Exhibit "A" hereto by the percentage of
the cost of such item set forth opposite the applicable month number on
Exhibit "B" hereto. For this purpose the applicable month number means
the number of months or partial months elapsed since the Lease
Commencement Date. If only a portion of an item of Equipment is affected
by any event causing calculation of "Stipulated Loss Value" as specified
in the Master Lease, and the cost of such portion of the Equipment
cannot be readily determined from the original cost of such item set
forth on Exhibit A, then the Stipulated Loss Value for such portion of
the Equipment shall be as reasonably calculated by Lessor, with written
notice of such amount being sent to Lessee by Lessor.
6. Lease
This Lease Supplement is executed and delivered under and pursuant to
the terms of the Master Lease, and this Lease Supplement shall be deemed
to be a part of, and shall be governed by the terms and conditions of
the Master Lease. For purposes of this Lease Supplement, capitalized
terms which are used herein but which are not otherwise defined herein
shall have the meanings ascribed to such terms in the Master Lease.
<PAGE>
IN WITNESS WHEREOF, Lessee has caused this Lease Supplement to be duly
executed and delivered by its duly authorized officers, this 9th day of
June, 1995.
LESSEE:
COCA-COLA BOTTLING CO. CONSOLIDATED
(CORPORATE SEAL) By: /s/ Brenda B. Jackson
Attest: /s/ Patricia A. Gill Title: Vice President & Treasurer
Title: Assistant Secretary
Accepted in Atlanta, Georgia, this 20th day of June, 1995.
LESSOR:
COCA-COLA FINANCIAL CORPORATION
By: /s/ Andre Balfour
Title: Operations Manager
<PAGE>
EXHIBIT 10.4
<PAGE>
TREASURY BOND 6.20%
RENTAL FACTOR 3.08672%
LEASE FUNDING NO: 95007
LEASE SUPPLEMENT TO
MASTER EQUIPMENT LEASE (the "Master Lease")
BETWEEN
COCA-COLA FINANCIAL CORPORATION ("Lessor")
AND
COC-COLA BOTTLING CO. CONSOLIDATED ("Lessee")
DATED: February 9, 1993
1. Term
The "Initial Term" shall commence on the 20th day of June, 1995 ("Lease
Commencement Date"); and will continue for a term of one hundred eight
(108) months ending on 20th day of June, 2004.
2. Rent
(a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate
rental charge of $1,077,077.52, payable in arrears in thirty-six (36)
quarterly installments of $ 29,918.82 each, beginning on September 20,
1995 and continuing on the same day of each calendar quarter thereafter
during the Initial Term, with the final such installment being due and
payable on June 20, 2004.
(b) INTERIM RENT: Lessee shall pay Lessor Interim Rent on all payments
made by Lessor for Equipment from the date of Lessor's payment, if paid
prior to the Lease Commencement Date, until the Lease Commencement Date.
Interim Rent shall be calculated from the date of such payment on the
basis of a rate which shall be the lesser of (i) a daily rate of .0037
per dollar so paid by Lessor, (which rate is based on the rate implied
by the Basic Rent amount set forth above), or (ii) a per annum rate
applied to the amount so paid by Lessor equal to the "Prime Rate" as
published in The Wall Street Journal on the last business day prior to
the date of such payment by Lessor. Interim Rent shall be payable in
full on the Lease Commencement Date.
(c) SUPPLEMENTAL RENT: In addition to Basic Rent and Interim Rent,
Lessee shall pay Lessor all Supplemental Rent provided for in the Master
Lease including, without limitation, all applicable sales and use taxes.
<PAGE>
3. Location of the Equipment
The location(s) of the Equipment leased is (are) set forth on Exhibit
"A" attached hereto.
4. Equipment Leased
The Equipment leased is described on each equipment invoice and
installation notification subject to this Lease Supplement. The
supporting equipment invoices, installation notifications and equipment
serial numbers are summarized on Exhibit "A" attached hereto.
5. Stipulated Loss Value
The "Stipulated Loss Value" of each item of Equipment, as of any
particular date of computation, shall be determined with reference to
Exhibit "B" attached hereto by multiplying the original cost of such
item of Equipment as stated on Exhibit "A" hereto by the percentage of
the cost of such item set forth opposite the applicable month number on
Exhibit "B" hereto. For this purpose the applicable month number means
the number of months or partial months elapsed since the Lease
Commencement Date. If only a portion of an item of Equipment is affected
by any event causing calculation of "Stipulated Loss Value" as specified
in the Master Lease, and the cost of such portion of the Equipment
cannot be readily determined from the original cost of such item set
forth on Exhibit A, then the Stipulated Loss Value for such portion of
the Equipment shall be as reasonably calculated by Lessor, with written
notice of such amount being sent to Lessee by Lessor.
6. Lease
This Lease Supplement is executed and delivered under and pursuant to
the terms of the Master Lease, and this Lease Supplement shall be deemed
to be a part of, and shall be governed by the terms and conditions of
the Master Lease. For purposes of this Lease Supplement, capitalized
terms which are used herein but which are not otherwise defined herein
shall have the meanings ascribed to such terms in the Master Lease.
<PAGE>
IN WITNESS WHEREOF, Lessee has caused this Lease Supplement to be duly
executed and delivered by its duly authorized officers, this 20th day of
June, 1995.
LESSEE:
COCA-COLA BOTTLING CO. CONSOLIDATED
(CORPORATE SEAL) By: /s/ Brenda B. Jackson
Brenda B. Jackson
Attest: /s/ Patricia A. Gill Title: Vice President & Treasurer
Title: Assistant Secretary
Accepted in Atlanta, Georgia, this 29th day of June, 1995.
LESSOR:
COCA-COLA FINANCIAL CORPORATION
By: /s/ Andre Balfour
Title: Operations Manager
<PAGE>
EXHIBIT 10.5
<PAGE>
Lease No. 940148
LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 007 - REVISED
Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA
BOTTLING CO. CONSOLIDATED, as Lessee (together with the Appendix thereto,
the "Lease"; capitalized terms not otherwise defined herein having the
same meanings as in the Lease). The Lease is incorporated herein by
reference.
1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been
delivered to, is in the possession of and is accepted by Lessee for
leasing under, and constitutes "Units" subject to and governed by, the
Lease, (B) the Units (i) have been fully inspected by qualified agents of
Lessee and are in good order, operating condition and repair, (ii) have
been properly installed (subject only to any minor undischarged
obligations of suppliers, manufacturers or installers thereof to promptly
update and conform the same as provided by their respective agreements
and warranties), (iii) meet all recommended or applicable safety
standards, (iv) are, as of the Delivery Date set forth below, available
for use and service by Lessee and Lessor, and (v) have been marked or
labeled showing Lessor's interest in the form and to the extent required
by the Lease and (C) Lessee must pay the rent and all other sums
provided for in the Lease with respect to such Units.
2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is
March 8, 1995. The Scheduling Date of the Units is March 8, 1995.
3. TERM. The Term of the Lease with respect to the Units is comprised of
an Interim Term that begins on the Delivery Date and continues until June
1, 1995 (the "Base Date") and a Base Term that begins on the Base Date and
continues until June 1, 2003.
4. RENT. The total rents for the Units is $369,595.84, comprised of Base
Rent payable in 32 consecutive quarterly installments, with the first
such installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.
5. CASUALTY VALUES. The Casualty Values for the Units are set forth in
Annex B hereto.
6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart
has been prominently marked "Lessee's Copy". Only the counterpart marked
"Lessor's Copy" shall evidence a monetary obligation of Lessee.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule
and Acceptance Certificate as of the Delivery Date set forth above.
Lessor: Lessee:
BA LEASING & CAPITAL CORPORATION COCA-COLA BOTTLING CO. CONSOLIDATED
By: /s/ Sonia Delen By: /s/ Brenda B. Jackson
Title: Assistant Vice President Title: Vice President & Treasurer
By: /s/ Gail D. Smedal
Title: Vice President
<PAGE>
EXHIBIT 10.6
<PAGE>
Lease No. 940148
LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 008
Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA
BOTTLING CO. CONSOLIDATED, as Lessee (together with the Appendix thereto,
the "Lease"; capitalized terms not otherwise defined herein having the
same meanings as in the Lease). The Lease is incorporated herein by
reference.
1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been
delivered to, is in the possession of and is accepted by Lessee for
leasing under, and constitutes "Units" subject to and governed by, the
Lease, (B) the Units (i) have been fully inspected by qualified agents of
Lessee and are in good order, operating condition and repair, (ii) have
been properly installed (subject only to any minor undischarged
obligations of suppliers, manufacturers or installers thereof to promptly
update and conform the same as provided by their respective agreements
and warranties), (iii) meet all recommended or applicable safety
standards, (iv) are, as of the Delivery Date set forth below, available
for use and service by Lessee and Lessor, and (v) have been marked or
labeled showing Lessor's interest in the form and to the extent required
by the Lease and (C) Lessee must pay the rent and all other sums
provided for in the Lease with respect to such Units.
2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is
April 15, 1995. The Scheduling Date of the Units is April 15, 1995.
3. TERM. The Term of the Lease with respect to the Units is comprised of
an Interim Term that begins on the Delivery Date and continues until July
1, 1995 (the "Base Date") and a Base Term that begins on the Base Date and
continues until July 1, 2003.
4. RENT. The total rents for the Units is $591,371.04, comprised of Base
Rent payable in 32 consecutive quarterly installments, with the first
such installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.
5. CASUALTY VALUES. The Casualty Values for the Units are set forth in
Annex B hereto.
6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart
has been prominently marked "Lessee's Copy". Only the counterpart marked
Lessor's Copy" shall evidence a monetary obligation of Lessee.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule
and Acceptance Certificate as of the Delivery Date set forth above.
Lessor: Lessee:
BA LEASING & CAPITAL CORPORATION COCA-COLA BOTTLING CO. CONSOLIDATED
By: /s/ Sonia Delen By: Brenda B. Jackson
Title: Assistant Vice President Title: Vice President & Treasurer
By: /s/ Eileen Uyematsu
Title: Vice President
<PAGE>
EXHIBIT 10.7
<PAGE>
Lease No. 940148
LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 009
Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA
BOTTLING CO. CONSOLIDATED, as Lessee (together with the Appendix thereto,
the "Lease"; capitalized terms not otherwise defined herein having the
same meanings as in the Lease). The Lease is incorporated herein by
reference.
1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been
delivered to, is in the possession of and is accepted by Lessee for
leasing under, and constitutes "Units" subject to and governed by, the
Lease, (B) the Units (i) have been fully inspected by qualified agents of
Lessee and are in good order, operating condition and repair, (ii) have
been properly installed (subject only to any minor undischarged
obligations of suppliers, manufacturers or installers thereof to promptly
update and conform the same as provided by their respective agreements
and warranties), (iii) meet all recommended or applicable safety
standards, (iv) are, as of the Delivery Date set forth below, available
for use and service by Lessee and Lessor, and (v) have been marked or
labeled showing Lessor's interest in the form and to the extent required
by the Lease and (C) Lessee must pay the rent and all other sums
provided for in the Lease with respect to such Units.
2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is May
1, 1995. The Scheduling Date of the Units is May 1, 1995.
3. TERM. The Term of the Lease with respect to the Units is comprised of
an Interim Term that begins on the Delivery Date and continues until July
15, 1995 (the "Base Date") and a Base Term that begins on the Base Date
and continues until July 15, 2003.
4. RENT. The total rents for the Units is $1,296,901.24, comprised of
Base Rent payable in 32 consecutive quarterly installments, with the
first such installment due three months following the Base Date. The Base
Rent installments are set forth in Annex B hereto.
5. CASUALTY VALUES. The Casualty Values for the Units are set forth in
Annex B hereto.
6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart
has been prominently marked "Lessee's Copy". Only the counterpart marked
"Lessor's Copy" shall evidence a monetary obligation of Lessee.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule
and Acceptance Certificate as of the Delivery Date set forth above.
Lessor: Lessee:
BA LEASING & CAPITAL CORPORATION COCA-COLA BOTTLING CO. CONSOLIDATED
By: /s/ Sonia Delen By: /s/ Steven D. Westphal
Title: Assistant Vice President Title: VP-Controller
By: /s/ Gail D. Smedal
Title: Vice President
<PAGE>
EXHIBIT 10.8
<PAGE>
Lease No. 940148
LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 010
Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA
BOTTLING CO. CONSOLIDATED, as Lessee (together with the Appendix
thereto, the "Lease"; capitalized terms not otherwise defined herein
having the same meanings as in the Lease). The Lease is incorporated
herein by reference.
1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been
delivered to, is in the possession of and is accepted by Lessee for
leasing under, and constitutes "Units" subject to and governed by, the
Lease, (B) the Units (i) have been fully inspected by qualified agents of
Lessee and are in good order, operating condition and repair, (ii) have
been properly installed (subject only to any minor undischarged
obligations of suppliers, manufacturers or installers thereof to promptly
update and conform the same as provided by their respective agreements
and warranties), (iii) meet all recommended or applicable safety
standards, (iv) are, as of the Delivery Date set forth below, available
for use and service by Lessee and Lessor, and (v) have been marked or
labeled showing Lessor's interest in the form and to the extent required
by the Lease and (C) Lessee must pay the rent and all other sums
provided for in the Lease with respect to such Units.
2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is May
15, 1995. The Scheduling Date of the Units is May 15, 1995.
3. TERM. The Term of the Lease with respect to the Units is comprised of
an Interim Term that begins on the Delivery Date and continues until
August 1, 1995 (the "Base Date") and a Base Term that begins on the Base
Date and continues until August 1, 2003.
4. RENT. The total rents for the Units is $141,422.84, comprised of Base
Rent payable in 32 consecutive quarterly installments, with the first
such installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.
5. CASUALTY VALUES. The Casualty Values for the Units are set forth in
Annex B hereto.
6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart
has been prominently marked "Lessee's Copy". Only the counterpart marked
"Lessor's Copy" shall evidence a monetary obligation of Lessee.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule
and Acceptance Certificate as of the Delivery Date set forth above.
Lessor: Lessee:
BA LEASING & CAPITAL CORPORATION COCA-COLA BOTTLING CO. CONSOLIDATED
By: /s/ Sonia Delen By: /s/ Brenda B. Jackson
Title: Assistant Vice President Title: Vice President & Treasurer
By: /s/ Gail D. Smedal
Title: Vice President
<PAGE>
EXHIBIT 10.9
<PAGE>
Lease No. 940148
LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 011
Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA
BOTTLING CO. CONSOLIDATED, as Lessee (together with the Appendix thereto,
the "Lease"; capitalized terms not otherwise defined herein having the
same meanings as in the Lease). The Lease is incorporated herein by
reference.
1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been
delivered to, is in the possession of and is accepted by Lessee for
leasing under, and constitutes "Units" subject to and governed by, the
Lease, (B) the Units (i) have been fully inspected by qualified agents of
Lessee and are in good order, operating condition and repair, (ii) have
been properly installed (subject only to any minor undischarged
obligations of suppliers, manufacturers or installers thereof to promptly
update and conform the same as provided by their respective agreements
and warranties), (iii) meet all recommended or applicable safety
standards, (iv) are, as of the Delivery Date set forth below, available
for use and service by Lessee and Lessor, and (v) have been marked or
labeled showing Lessor's interest in the form and to the extent required
by the Lease and (C) Lessee must pay the rent and all other sums
provided for in the Lease with respect to such Units.
2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is May
15, 1995. The Scheduling Date of the Units is May 15, 1995.
3. TERM. The Term of the Lease with respect to the Units is comprised of
an Interim Term that begins on the Delivery Date and continues until
August 1, 1995 (the "Base Date") and a Base Term that begins on the Base
Date and continues until August 1, 2003.
4. RENT. The total rents for the Units is $109,788.28, comprised of Base
Rent payable in 32 consecutive quarterly installments, with the first
such installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.
5. CASUALTY VALUES. The Casualty Values for the Units are set forth in
Annex B hereto.
6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart
has been prominently marked "Lessee's Copy". Only the counterpart marked
"Lessor's Copy" shall evidence a monetary obligation of Lessee.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule
and Acceptance Certificate as of the Delivery Date set forth above.
Lessor: Lessee:
BA LEASING & CAPITAL CORPORATION COCA-COLA BOTTLING CO. CONSOLIDATED
By: /s/ Sonia Delen By: /s/ Brenda B. Jackson
Title: Assistant Vice President Title: Vice President & Treasurer
By: /s/ Gail D. Smedal
Title: Vice President
LESSEE'S COPY
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary finacial information extracted from the financial
statements as of and for the six months ended July 2, 1995 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUL-02-1995
<CASH> 2,488
<SECURITIES> 0
<RECEIVABLES> 16,576
<ALLOWANCES> 400
<INVENTORY> 35,898
<CURRENT-ASSETS> 73,806
<PP&E> 336,731
<DEPRECIATION> 147,798
<TOTAL-ASSETS> 675,676
<CURRENT-LIABILITIES> 79,053
<BONDS> 429,670
<COMMON> 12,055
0
0
<OTHER-SE> 27,289
<TOTAL-LIABILITY-AND-EQUITY> 675,676
<SALES> 378,853
<TOTAL-REVENUES> 378,853
<CGS> 219,645
<TOTAL-COSTS> 219,645
<OTHER-EXPENSES> 124,143
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,893
<INCOME-PRETAX> 16,615
<INCOME-TAX> 6,604
<INCOME-CONTINUING> 10,011
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,011
<EPS-PRIMARY> 1.08
<EPS-DILUTED> 0
</TABLE>
