<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)*
of
Tweedy, Browne Company L.P.
SCHEDULE 13D
(Amendment No. 3)*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 3)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
COCA-COLA BOTTLING CO. CONSOLIDATED
(Name of Issuer)
Common Stock, Par Value $1.00 per Share
(Title of Class of Securities)
191098102
(CUSIP Number)
John D. Spears
52 Vanderbilt Avenue
New York, New York 10017
(212) 916-0600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
UPON APRIL 4, 1997 EXAMINATION OF
THE ISSUER'S
LATEST FILING ON
SCHEDULE 10-K
FOR PERIOD ENDED DECEMBER 29, 1996
(Date of Event which Required Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is paid with the statement [ ]. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all the provisions of the Act (however, see the Notes).
<PAGE> 3
SCHEDULE 13D
- ---------------------- ------------------------
CUSIP No. 191098102 Page of Pages
- --------------------- ------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tweedy, Browne Company L.P. ("TBC")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) OR 2(E)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER TBC has sole voting power with respect
to 467,318 shares held in certain TBC accounts (as
hereinafter defined). Additionally, certain of the general
NUMBER OF partners of TBC may be deemed to have sole power to vote
SHARES certain shares as more fully set forth herein.
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0 shares
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 shares, except that certain of the general partners of
TBC may be deemed to have sole power to dispose of
certain shares as more fully set forth herein.
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
524,020 shares held in accounts of TBC (as hereinafter
defined).
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
524,020 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.44%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD, IA & PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 OF 7
<PAGE> 4
SCHEDULE 13D
- ---------------------- ------------------------
CUSIP No. 191098102 Page of Pages
- --------------------- ------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TBK Partners, L.P. ("TBK")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC and BK
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) OR 2(E)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 25,300 shares, except that the general
partners in TBK, solely by reason of their positions as
such, may be deemed to have shared power to vote these
NUMBER OF shares.
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0 shares
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 25,300 shares, except that the general partners, solely
by reason of their position as such, may be deemed to
have shared power to vote these shares.
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,300 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.36%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 OF 7
<PAGE> 5
SCHEDULE 13D
- ---------------------- ------------------------
CUSIP No. 191098102 Page of Pages
- --------------------- ------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanderbilt Partners, L.P. ("Vanderbilt")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC and BK
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) OR 2(E)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 11,595 shares, except that the general
partners in Vanderbilt, solely by reason of their
positions as such, may be deemed to have shared power to
vote these shares.
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,595 shares, except that the general partners in
PERSON Vanderbilt solely by reason of their positions as such,
WITH may be deemed to have shared power to vote these shares.
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,595 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.16%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 OF 7
<PAGE> 6
PRELIMINARY NOTE
The persons filing this Amendment No. 3 are (i) Tweedy, Browne Company L.P.
("TBC"), a Delaware limited partnership, (ii) TBK Partners, L.P. ("TBK"), a
Delaware limited partnership and (iii) Vanderbilt Partners, L.P. ("Vanderbilt"),
a Delaware limited partnership. This Amendment No. 3 amends a Statement on
Schedule 13D filed by TBC, TBK and Vanderbilt dated March 31, 1995 ( the
"Statement"). The filing of this Amendment No. 3 should not be deemed an
admission that TBC, TBK and Vanderbilt comprise a group within the meaning of
Section 13(d) (3) of the Securities and Exchange Act of 1934, as amended (the
"Act").
This Amendment No. 3 relates to the Common Stock, $1.00 par value (the
"Common Stock"), of Coca-Cola Bottling Co. Consolidated (The "Company"), which,
to the best knowledge of the persons filing this Amendment No. 3, is a company
organized under the laws of Delaware, with its principal executive offices at
1900 Rexford Road, Charlotte, North Carolina 28211.
This Amendment No. 3 contains information regarding shares of Common Stock
that may be deemed to be beneficially owned by TBC. Such shares are held in the
accounts of various customers of TBC, with respect to which it has obtained sole
or shared voting power.
Other than as set forth below, to the best knowledge of TBC, TBK and
Vanderbilt, there has been no material change in the information set forth in
response to Items 1,2,4,6 and 7 of the Statement, as amended. Accordingly, those
Items are omitted from this Amendment No. 3.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the number of shares with respect to which TBC may
be deemed to be the beneficial owner is 524,020 shares of Common Stock (the "TBC
Shares"), all of which shares were purchased in open market transactions. The
aggregate cost of the TBC Shares, including brokerage commissions, was
$15,273,116.
The TBC Shares are held in the TBC Accounts, the funds therefor coming from
the funds on hand in each individual managed account and in certain instances
from standard margin account borrowings from brokerage accounts maintained at
Fleet Clearing Corporation. It is expected that funds used by the TBC Accounts
to purchase additional shares of Common Stock, if additional shares are
purchased by the TBC Accounts (see Item 4 of the Statement), will come from the
funds on hand for each individual managed account, which funds on hand at any
time and from time to time may include, among others, funds borrowed pursuant to
margin accounts maintained at Fleet Clearing Corporation. Borrowings made by
certain TBC Accounts pursuant to such margin accounts are secured by margin
securities owned by the respective accounts, including some of the TBC Shares.
Interest on outstanding borrowings under such margin accounts ranges from 1/2%
to 2% over the brokers' call rate in effect from time to time at Chemical Bank,
New York, New York, depending upon the amount of outstanding borrowings at any
given time.
As of the date hereof, TBK beneficially owns directly 25,300 shares of
Common Stock (the "TBK Shares"), all of which shares were purchased in open
market transactions. The aggregate cost of the TBK Shares, including brokerage
commissions, was $721,229.
It is expected that funds used by TBK to purchase additional shares of
Common Stock, if additional shares are purchased by TBK (see Item 4 of the
Statement), will come from TBK's general funds, which include cash and cash
equivalents on hand and in banks.
<PAGE> 7
TBK's general funds have included, and it is expected that they will from
time to time include, funds borrowed by it pursuant to an understanding with
Chemical Bank. As of the date hereof, TBK has a loan outstanding with Chemical
Bank in the amount of $20,000.00. Borrowings made by TBK pursuant to that
understanding bear interest at the brokers' call rate in effect from time to
time at Chemical Bank. TBK's funds on hand have also included, and it is
expected that they will from time to time include, funds borrowed by it pursuant
to an understanding with The Bank of New York, New York, New York. Pursuant to
that understanding, TBK may borrow funds at the brokers' call rate charged from
time to time by The Bank of New York. As of the date hereof, TBK has a loan
outstanding with The Bank of New York in the amount of $10,000.00. Borrowings
made by TBK pursuant to its understandings with Chemical Bank and The Bank of
New York are secured by securities owned by TBK; such borrowings are not secured
by any TBK Shares. No borrowings from Chemical Bank or The Bank of New York were
made for the purpose of acquiring the TBK Shares. TBK reserves the right to
include all or any of the shares of Common Stock owned by it at any time or from
time to time, among the securities that serve as collateral for such borrowings,
subject to compliance with any applicable statutes and regulations.
As of the date hereof, Vanderbilt beneficially owns directly 11,595 shares
of Common Stock (the "Vanderbilt Shares"), all of which shares were purchased in
open market transactions. The aggregate cost of the Vanderbilt Shares, including
brokerage commissions, was $334,829.
It is expected that funds used by Vanderbilt to purchase additional shares
of Common Stock, if additional shares are purchased by Vanderbilt (see Item 4 of
the Statement), will come from Vanderbilt's general funds, which include cash
and cash equivalents on hand and in banks.
Vanderbilt's general funds have included, and it is expected that they will
from time to time include, funds borrowed by it pursuant to an understanding
with Chemical Bank. No borrowings from Chemical Bank were made by Vanderbilt for
the purpose of acquiring the Vanderbilt Shares. Vanderbilt reserves the right to
include all or any of the shares of Common Stock owned by it at any time or from
time to time, among the securities that serve as collateral for such borrowings,
subject to compliance with any applicable statutes and regulations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, TBC may be deemed to be the beneficial owner of
an aggregate of 524,020 shares of Common Stock, which constitutes approximately
7.44% of the 7,044,985 shares of Common Stock which TBC believes to be the total
number of shares of Common Stock outstanding. The TBC Shares are held in the TBC
Accounts.
Also included in the TBC shares are 150 shares of Common Stock held in a
TBC Account for a charitable foundation of which Christopher H. Browne is a
trustee. Mr. Browne is a general partner in TBC, TBK and Vanderbilt.
As of the date hereof, TBK beneficially owns directly 25,300 shares of
Common Stock, which constitutes approximately 0.36% of the 7,044,985 shares of
Common Stock which TBK believes to be the total number of shares of Common Stock
outstanding.
As of the date hereof, Vanderbilt beneficially owns directly 11,595 shares
of Common Stock, which constitutes approximately 0.16% of the 7,044,985 shares
of Common Stock which Vanderbilt believes to be the total number of shares of
Common Stock outstanding.
Each of TBC, TBK and Vanderbilt disclaims that it is the beneficial owner
of any of the shares of Common Stock held in the TBC Accounts. The aggregate
number of shares of Common Stock with respect to which TBC, TBK and Vanderbilt
could be deemed to be the beneficial owner as of the date hereof, is 560,915
shares, which constitutes approximately 7.96% of the 7,044,985 shares of Common
Stock, which the filing persons believe to be the total number of shares of
Common Stock outstanding, but nothing contained herein shall be construed as an
admission that TBC is the beneficial owner of any of the TBC Shares.
<PAGE> 8
The aggregate number of shares and percentage of Common Stock with respect
to which each of the General Partners may be deemed to be the beneficial owner
by reason of his being a general partner of TBC, TBK and Vanderbilt,
respectively, is 560,915 shares, which constitutes approximately 7.96% of the
7,044,985 shares of Common Stock outstanding. The aggregate number of shares and
percentage of Common Stock with respect to which Thomas P. Knapp may be deemed
to be a beneficial owner by reason of his being a general partner of TBK is
25,300 shares of Common Stock which constitutes approximately 0.36% of the
7,044,985 shares of Common Stock outstanding. However, nothing contained herein
shall be construed as an admission that any of the General Partners or Thomas P.
Knapp is the beneficial owner of any shares of Common Stock, except as set forth
herein as expressly and admittedly being beneficially owned by a particular
General Partner or Thomas P. Knapp.
Each of TBC, TBK and Vanderbilt disclaims beneficial ownership of Common
Stock held by the other. Except as described herein, to the best knowledge of
TBC, TBK and Vanderbilt, no person who may be deemed to comprise a group with
any of TBC, TBK, Vanderbilt, or any other person named in Item 2 of the
Statement, beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 524,020 shares of Common
Stock held by the TBC Accounts and has sole power to dispose or direct the
disposition of all of such shares. Of these shares of Common Stock, TBC has sole
power to vote or to direct the voting of 467,318 shares of Common Stock held in
certain TBC Accounts.
Each of the General Partners of TBC, solely by reason of their positions as
such, may be deemed to have (i) shared power to dispose of or to direct the
disposition of all of the shares of Common Stock held in the TBC Accounts; and
(ii) shared power to vote or direct the vote of 467,318 shares of Common Stock
held in certain TBC Accounts.
TBK has the sole power to vote or direct the voting of and dispose or
direct the disposition of the TBK Shares. Each of the General Partners and
Thomas P. Knapp, solely by reason of their positions as general partners, may be
deemed to have shared power to vote or direct the vote of and to dispose or
direct the disposition of the TBK Shares.
Vanderbilt has the sole power to vote or direct the voting of and dispose
or direct the disposition of the Vanderbilt Shares. Each of the General Partners
of Vanderbilt, solely by reason of their positions as such, may be deemed to
have shared power to vote or direct the vote of and to dispose or direct the
disposition of the Vanderbilt Shares.
(c) No transactions in Common Stock were effected by TBK and Vanderbilt
during the sixty-day period ended as of the date hereof. During the sixty-day
period ended as of the date hereof, TBC has purchased and sold shares of the
Common Stock in open market transactions, as follows:
<TABLE>
<CAPTION>
REPORTING NO. OF SHARES NO. OF SHARES PRICE
PERSON DATE PURCHASED SOLD PER SHARE
<S> <C> <C> <C> <C>
TBC Accounts 02/13/97 700 $ 45
02/26/97 1,000 $ 43 7/8
02/27/97 3,000 $ 43 1/2
03/03/97 1,000 $ 44
03/05/97 3,000 $ 43 7/8
03/06/97 8,000 $ 43 3/4
04/02/97 200 $ 43 1/4
</TABLE>
(d) To the best knowledge of TBC, each of the persons maintaining an
account with TBC has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock
held in said person's TBC Account.
<PAGE> 9
To the best knowledge of TBK, no person other than TBK has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the TBK Shares, except that the General Partners and Thomas P.
Knapp may be deemed to have such rights and powers solely by reason of being
general partners in TBK.
To the best knowledge of Vanderbilt, no person other than Vanderbilt has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Vanderbilt Shares, except that the General
Partners in Vanderbilt may be deemed to have such rights and powers solely by
reason of being general partners in Vanderbilt.
(e) Not applicable.
<PAGE> 10
SIGNATURE
Each of Tweedy, Browne Company L.P., TBK Partners, L.P. and Vanderbilt
Partners, L.P., after reasonable inquiry and to the best of its knowledge and
belief, hereby certifies that the information set forth in this Statement is
true, complete and correct.
TWEEDY, BROWNE COMPANY L.P.
By
-------------------------
Christopher H. Browne
General Partner
TBK PARTNERS, L.P.
By
-------------------------
Christopher H. Browne
General Partner
VANDERBILT PARTNERS, L.P.
By
-------------------------
Christopher H. Browne
General Partner
Dated: April 4, 1997
