SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
NOVEMBER 14, 1996
COCA-COLA BOTTLING CO. CONSOLIDATED
(Exact name of registrant as specified in its charter)
Delaware 0-9286 56-0950585
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1900 Rexford Road, Charlotte, North Carolina 28211
(Address of principal executive offices Zip Code)
(704) 551-4400
Registrant's telephone number, including area code
<PAGE>
Item 5. Other Events
On November 14, 1996, the Company issued the following press release:
<PAGE>
(COCA-COLA LOGO)
COCA-COLA BOTTLING CO. CONSOLIDATED NEWS RELEASE
MEDIA CONTACT: INVESTOR CONTACT:
Lauren C. Steele David V. Singer
Vice President, Corporate Affairs Vice President, Chief Financial Officer
704-551-4551 704-551-4604
FOR IMMEDIATE RELEASE Symbol: COKE
Thursday, November 14, 1996 Quoted: The Nasdaq Stock Market
(National Market)
Coca-Cola Bottling Co. Announces Dutch auction Self Tender
Charlotte, NC, November 14, 1996 - Coca-Cola Bottling Co. Consolidated announced
today that its Board of Directors has authorized a Dutch auction self tender
offer to purchase for cash up to 500,000 shares of its outstanding Common Stock.
The offer will commence on Thursday, November 14, 1996, and will expire, unless
extended, at 5:00 P.M. on Friday, December 13, 1996. Terms of the Dutch auction
tender offer, which are described more fully in the Offer to Purchase and Letter
of Transmittal, pursuant to which the offer is being made, include a purchase
price not greater than $47.50 nor less than $42.50 per share, net to the seller
in cash.
In a Dutch auction, the Company sets a price range, and stockholders are given
an opportunity to specify prices within that range at which they are willing to
sell shares. After the expiration of the tender offer, the Company will
determine a single per share price that will enable it to purchase the stated
amount of shares, or such lesser number of shares as have been properly
tendered. If the tender offer is oversubscribed, shares validly tendered at or
below the purchase price will be subject to proration. The tender offer is not
conditioned on any minimum number of shares being tendered.
Participants in the tender offer, including stockholders who own fewer than 100
shares, will avoid the transaction costs normally associated with market sales.
Neither the Company nor its Board of Directors is making any recommendation to
stockholders as to whether to tender or refrain from tendering their shares. The
Offer to Purchase, Letter of Transmittal, and related documents will be mailed
to stockholders of record of its Common Stock and will also be made available
for distribution to beneficial owners of Common Stock.
On November 13, 1996, the day prior to the announcement and commencement of the
tender offer, the closing price of the Common Stock was $42.25 per share on The
NASDAQ National Market. As of November 13, 1996, the Company had 7,958,059
shares of Common Stock outstanding.
First Union National Bank of North Carolina is serving as the Depositary for the
tender offer, and Georgeson & Company Inc. is serving as the Information Agent.
Coca-Cola Bottling Co. Consolidated, headquartered in Charlotte, NC, is the
second largest Coca-Cola bottler in the United States with annual revenues of
more than $760 million. The Company operates in 12 southeastern states and has
approximately 5,000 employees.
-30-
(RECYCLED PAPER LOGO)
<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: November 15, 1996 BY: /s/ David V. Singer
----------------------------------------
David V. Singer
Principal Financial Officer of the Registrant
and
Vice President, Chief Financial Officer
