UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 29, 1996
Commission file number 0-9286
COCA-COLA BOTTLING CO. CONSOLIDATED
(Exact name of Registrant as specified in its charter)
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Delaware 56-0950585
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
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1900 Rexford Road, Charlotte, North Carolina 282ll
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 551-4400
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $l.00 par value
(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements,
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
State the aggregate market value of voting stock held by non-affiliates of the
Registrant.
Market Value as of March 10, 1997
Common Stock, $l par value $267,413,000
Class B Common Stock, $l par value *
*No market exists for the shares of Class B Common Stock, which is neither
registered under Section 12 of the Act nor subject to Section 15(d) of the Act.
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding as of March 10, 1997
Common Stock, $1 Par Value 7,044,985
Class B Common Stock, $1 Par Value 1,319,862
Documents Incorporated by Reference
Portions of Proxy Statement to be filed pursuant to Section 14
of the Exchange Act with respect to the 1997 Annual
Meeting of Shareholders ..................................Part III, Items 10-13
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The registrant hereby amends the following items, financial statements, exhibits
or other portions of its Annual Report on Form 10-K for the fiscal year ended
December 29, 1996, which was filed with the Commission on March 25, 1997, as set
forth in the pages attached hereto:
A. Part IV, Item 14 A.3(ii) of the Annual Report on Form 10-K is
amended to reflect the filing of amended Exhibit (10.53), "Description
of the Company's 1997 Annual Bonus Plan for Officers."
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
COCA-COLA BOTTLING CO. CONSOLIDATED
(Registrant)
By: /s/ David V. Singer
David V. Singer
Vice President & Chief Financial Officer
Dated: April 10, 1997
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COCA-COLA BOTTLING CO. CONSOLIDATED
ANNUAL BONUS PLAN
PURPOSE
The purpose of this Annual Bonus Plan (the "PLAN") is to promote the best
interests of the Company and its Shareholders by providing key management
employees with additional incentives to assist the Company in meeting and
exceeding its business goals.
PLAN ADMINISTRATION
The Plan will be administered by the Compensation Committee as elected by the
Board of Directors; PROVIDED THAT, so long as the Company and the Plan are
subject to the provisions of Section 162(m) of the Internal Revenue Code of
1986, as amended ("SECTION 162(M)"), either the Compensation Committee shall be
composed solely of two or more directors who qualify as "outside directors"
under Section 162(m) or, if for any reason one or more members of the
Compensation Committee cannot qualify as "outside directors," the Board shall
appoint a separate Bonus Plan Committee composed of two or more "outside
directors" which shall have all of the powers otherwise granted to the
Compensation Committee to administer the Plan. All references herein to the
"COMMITTEE" shall be deemed to refer to either the Compensation Committee or to
the Bonus Plan Committee, as applicable at any given time. The Committee is
authorized to establish new
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guidelines for administration of the Plan, delegate certain tasks to management,
make determinations and interpretations under the Plan, and to make awards
pursuant to the Plan; PROVIDED, HOWEVER, that the Committee shall at all times
be required to exercise these discretionary powers in a manner, and subject to
such limitations, as will permit all payments under the Plan to "covered
employees" (as defined in Section 162(m)) to continue to qualify as
"performance-based compensation" for purposes of Section 162(m), and any action
taken by the Committee shall automatically be deemed null and void to the extent
(if any) that it would have the effect of destroying such qualification. Subject
to the foregoing, all determinations and interpretations of the Committee will
be binding upon the Company and each participant.
PLAN GUIDELINES
ELIGIBILITY: The Committee is authorized to grant cash awards to any officer,
including officers who are directors and to other employees of the Company and
its affiliates in key positions.
PARTICIPATION: Management will recommend annually key positions which should
qualify for awards under the Plan. The Committee has full and final authority in
its discretion to select the key positions eligible for awards. Management will
inform individuals in selected key positions of their participation in the Plan.
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QUALIFICATION AND AMOUNT OF AWARD:
1. Participants will qualify for awards under the Plan based on:
(a) Corporate goals set for the fiscal year.
(b) Division/Manufacturing Center goals or
individual goals set for the fiscal year.
(c) The Committee may, in its sole discretion, eliminate any
individual award, or reduce (but not increase) the amount of
compensation payable with respect to any individual award.
2. The total cash award to the participant will be computed as follows:
Gross Cash Award = Base Salary X Approved Bonus % Factor X
Indexed Performance Factor X Overall Goal Achievement Factor.
Notwithstanding the above formula, the maximum cash award that may be
made to any individual participant based upon performance for any
fiscal year period shall be $1,000,000.
3. The Base Salary is simply the participant's base salary level set for
the fiscal year. The Approved Bonus % Factor is a number set by the
Committee (maximum = 100%) to reflect each participant's relative
responsibility and the contribution to Company performance attributed
to each participant's position with the Company.
4. The Indexed Performance Factor is determined by the Committee prior to
making payments of awards for each fiscal
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year, based on each individual's performance during such fiscal year.
Since the Committee is necessarily required to evaluate subjective
factors related to each individual's performance in order to arrive at
this number, and since such evaluations cannot be made until after the
close of the fiscal year to which the award relates, the Indexed
Performance Factor will automatically be set at 1.2 for all
participants who are "covered employees" (as defined in Section
162(m)), in order to allow awards to such participants to qualify as
"performance-based compensation" that is not subject to the deduction
limits of Section 162(m).
5. The Overall Goal Achievement Factor used in calculating the Gross Cash
Award for each participant will be determined on the basis of
multiplying the weightage factor specified in ANNEX A attached hereto
for each of the six performance criteria specified therein (Operating
Cash Flow (as defined in ANNEX A), Free Cash Flow (as defined in ANNEX
A), Net Income, Unit Volume, Market Share, and an overall Value Measure
(as defined in ANNEX A)) by the percentage specified in the following
table for the level of performance achieved with respect to each such
goal:
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Goal Achievement Amount of Award
(in percent) (as a % of max.)
89.0 or less 0
89.1-94 80
94.1-97 90
97.1-100 100
100.1-105 110
105.1-110 120
6. The Committee will review and approve all awards. The Committee has
full and final authority in its discretion to adjust the Gross Cash
Award determined in accordance with the formula described above in
arriving at the actual gross amount of the award to be paid to any
participant; subject, however, to the limitation that such authority
may be exercised in a manner which reduces (by using lower numbers for
the Indexed Performance Factor or otherwise), but not in a manner which
increases, the Gross Cash Award calculated in accordance with the
formula prescribed in Paragraph 2 above. The gross amount will be
subject to all local, state and federal minimum tax withholding
requirements.
7. Participant must be an employee of the Company on the date of payment
to qualify for an award. Any participant who leaves the employ of the
Company, voluntarily or involuntarily, prior to the payment date, is
ineligible for any bonus. An employee who assumes a key position during
the fiscal year may be eligible for a pro-rated award at the option of
the Committee, provided the participant has been employed a minimum of
three (3) months during the calendar year.
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8. Awards under the bonus program will not be made if any material aspects
of the bottle contracts with The Coca-Cola Company are violated.
PAYMENT DATE: Awards shall be paid upon determination (and certification by the
Committee, as provided below) of the results under each of the performance
criteria specified in Paragraph 5 above following the closing of the Company's
books for the fiscal year to which such awards relate; PROVIDED, HOWEVER, that
the Committee shall have discretion to delay its certification and payment of
awards for any fiscal year until following notification from the Company's
independent auditors of the final audited results of operations for the fiscal
year. In any event, the Committee shall provide written certification that the
annual performance goals have been attained, as required by Section 162(m),
prior to any payments being made for any fiscal year.
AMENDMENTS, MODIFICATIONS AND TERMINATION
The Committee is authorized to amend, modify or terminate the Plan retroactively
at any time, in part or in whole; PROVIDED, HOWEVER, that any such amendment may
not cause payments to "covered employees" under the Plan to cease to qualify as
"performance-based compensation" under Section 162(m) unless such amendment has
been approved by the full Board of Directors of the Company.
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SHAREHOLDER APPROVAL REQUIREMENT
So long as the Company and the Plan are subject to the provisions of Section
162(m), no awards shall be paid to any participants under the Plan unless the
performance goals under the Plan (including any subsequent Plan amendments as
contemplated above) shall have received any approval of the Company's
shareholders required in order for all such payments to "covered employees" to
qualify as "performance-based compensation" under Section 162(m).
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ANNEX A
APPROVED PERFORMANCE CRITERIA FOR
AWARDING BONUS PAYMENTS
CORPORATE GOALS
WEIGHTAGE
PERFORMANCE INDICATOR FACTOR* GOAL
1. Cash Flow:
Operating Cash Flow (A) Approved Plan Approved Budget
Free Cash Flow (B) Approved Plan Approved Budget
2. Net Income Approved Plan Approved Budget
3. Unit Volume Approved Plan Approved Budget
4. Market Share Approved Plan Approved Plan
5. Value Measure Approved Plan Approved Budget
(9 X OCF - Debt)
Total 100%
* To be set as Part of Approved Plan
NOTES:
1. A. Operating cash flow is defined as income from operations
before depreciation and amortization of goodwill and
intangibles.
1. B. Free cash flow is defined as the net cash available for
debt paydown after considering non-cash charges, capital
expenditures, taxes and adjustments for changes in assets and
liabilities, but before payment of cash dividends.
Specifically excluded would be acquisitions and capital
expenditures made because of acquisitions. Specifically
excluded from free cash flow are net proceeds from:
- Sales of franchise territories
- Sales of real estate
- Sales of other assets
- Other items as defined by the Committee.
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2. Net Income is defined as the after-tax reported earnings of the
Company.
3. Unit Volume is defined as bottle, can and pre-mix cases, converted to 8
oz. cases.
4. If, and to the extent that, excluding any of the following items
increases the level of goal achievement with respect to any of the
performance indicators, then such item shall be excluded from
determination of the level of goal achievement:
- Unbudgeted events of more than $50,000.
- Impact of non-budgeted acquisition or joint venture
transactions occurring after the commencement of the fiscal
year performance period.
- Adjustments required to implement unbudgeted changes in
accounting principles (I.E., new FASB rulings).
- Unbudgeted changes in depreciation and amortization schedules.
- Unbudgeted premiums paid or received due to the retirement
or refinancing of debt or hedging vehicles.
The Committee shall, however, have discretion to include any of these
specifically excluded items, but only to the extent that the exercise
of such discretion would reduce (but not increase) the amount of any
award otherwise payable under the Plan.
5. Bonus program will not be in force if any material aspects of the
Bottle Contracts with TCCC are violated.
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6. For purposes of determining incentive compensation, accounting
practices and principles used to calculate "actual" results will be
consistent with those used in calculating the budget.
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