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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 5)*
OF
TWEEDY, BROWNE COMPANY LLC
SCHEDULE 13D
(AMENDMENT NO. 5)*
OF
TBK PARTNERS, L.P.
SCHEDULE 13D
(AMENDMENT NO. 5)*
OF
VANDERBILT PARTNERS, L.P.
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COCA-COLA BOTTLING CO. CONSOLIDATED
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(Name of Issuer)
Common Stock, Par Value $1.00 per Share
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(Title of Class of Securities)
191098102
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(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)
JANUARY 6, 1998
(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.)
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* 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).
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CUSIP No. 191098102 SCHEDULE 13D Page 3 of 9 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tweedy, Browne Company, LLC ("TBC")
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
TBC has sole voting power with respect to
449,073 shares held in certain TBC accounts
(as hereinafter defined). Additionally,
certain of the general partners of TBC may be
deemed to have sole power to vote certain
shares as more fully set forth herein.
NUMBER OF -------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0 shares, except that certain of the general
WITH: 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
505,380 shares held in accounts of TBC (as
hereinafter defined).
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,380 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.22%
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14. TYPE OF REPORTING PERSON*
BD, IA & 00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 191098102 SCHEDULE 13D Page 4 of 9 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TBK Partners, L.P. ("TBK")
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC and BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
20,300 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 shares.
NUMBER OF -------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 20,300 shares, except that the general
WITH: partners in TBK, solely by reason of their
positions as such, may be deemed to have
shared power to vote these shares.
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,300 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.29%
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14. TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 191098102 SCHEDULE 13D Page 5 of 9 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanderbilt Partners, L.P. ("Vanderbilt")
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC and BK
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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
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7. SOLE VOTING POWER
0 shares.
NUMBER OF -------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares.
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0 shares.
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
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14. TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PRELIMINARY NOTE
The persons filing this Amendment No. 5 are (i) Tweedy, Browne Company LLC
("TBC"), a Delaware limited liability company, (ii) TBK Partners, L.P. ("TBK"),
a Delaware limited partnership and (iii) Vanderbilt Partners, L.P.
("Vanderbilt"), a Delaware limited partnership. This Amendment No. 5 amends a
Statement on Schedule 13D filed by TBC, TBK and Vanderbilt dated March 31, 1995
( the "Statement"). The filing of this Amendment No. 5 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").
Tweedy, Browne Company L.P., a Delaware limited partnership (the
"Partnership") and its general partners entered into a definitive agreement,
pursuant to which the Partnership converted to Tweedy, Browne Company LLC (the
"Company"), a Delaware limited liability company, and AMG/TBC Holdings, Inc.
("Holdings"), a Delaware corporation and wholly owned subsidiary of Affiliated
Managers Group, Inc. (a Boston-based holding company, the business address of
which is Two International Place, Boston, Massachusetts 02110), acquired a
majority interest in the Company on October 9, 1997. The members of TBC are
Christopher H. Browne, William H. Browne, John D. Spears, Thomas H. Shrager,
Robert Q. Wyckoff, Jr. and Holdings (the "Members").
This Amendment No. 5 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. 5, 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. 5 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 1,2,3,4,6 and 7 of the Statement, as amended. Accordingly,
those Items are omitted from this Amendment No. 5.
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 505,380 shares of Common Stock, which constitutes approximately
7.22% of the 7,004,000 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 Member of TBC and a general partner of TBK and Vanderbilt.
As of the date hereof, TBK beneficially owns directly 20,300 shares of
Common Stock, which constitutes approximately 0.29% of the 7,004,000 shares of
Common Stock which TBK believes to be the total number of shares of Common Stock
outstanding.
As a result of the disposition of 11,595 shares of Common Stock in open
market transactions, as of the date hereof, Vanderbilt does not beneficially own
directly any shares of Common Stock.
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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 525,680 shares,
which constitutes approximately 7.22% of the 7,004,000 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.
The aggregate number of shares and percentage of Common Stock with respect
to which each of the General Partners and Members may be deemed to be the
beneficial owner by reason of his being a general partner of TBK and Vanderbilt,
or a member of TBC, is 525,680 shares, which constitutes approximately 7.51% of
the 7,004,000 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 20,300 shares of Common Stock which constitutes approximately 0.29% of the
7,004,000 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 505,380 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 449,073 shares of Common Stock held in
certain TBC Accounts.
Each of the Members 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 449,073 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.
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(c) During the sixty-day period ended as of the date hereof, transactions in
Common Stock effected by TBC, TBK and Vanderbilt are 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 11/13/97 100 $60 1/4
11/25/97 2,600 $61 1/2
12/01/97 2,500 $61 13/16
12/02/97 2,500 $61 3/4
12/10/97 3,000 $63 1/2
12/12/97 260 $63 3/8
01/06/98 36,010 $68.7184
01/07/98 31,900 $68.8283
01/08/98 2,500 $69
Vanderbilt: 01/06/98 11,595 $68.7184
</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.
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.
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SIGNATURE
Each of Tweedy, Browne Company LLC, 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 LLC
By _______________________
Christopher H. Browne
Member
TBK PARTNERS, L.P.
By _______________________
Christopher H. Browne
General Partner
VANDERBILT PARTNERS, L.P.
By _______________________
Christopher H. Browne
General Partner
Dated: January 22, 1998
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