COCA COLA BOTTLING CO CONSOLIDATED /DE/
SC 13D/A, 2000-05-11
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  SCHEDULE 13D
                               (Amendment No. 8)*
                                       of
                           Tweedy, Browne Company LLC






                    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
                                 350 Park Avenue
                            New York, New York 10022
                                 (212) 916-0600
                 (Name, Address and Telephone Number of Persons
                Authorized to Receive Notices and Communications)


                                 April 28, 2000
             (Date of Event which Required Filing of this Statement)



<PAGE>   2



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.  677864100
- --------------------------------------------------------------------------------
(1)  Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
     Tweedy,Browne Company LLC ("TBC")
- --------------------------------------------------------------------------------
(2)  Check the Appropriate Box if a Member of a Group (See Instructions)

                                                                         (a) [ ]
                                                                          b) [X]
- --------------------------------------------------------------------------------
(3)  SEC Use Only
- --------------------------------------------------------------------------------
(4)  Source of Funds (See Instructions)
     00
- --------------------------------------------------------------------------------
(5)  Check 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 286,751 shares
                        held in TBC accounts (as hereinafter defined).
                        Additionally, certainof the Members of TBC may be deemed
                        to have sole power to vote certain shares as more fully
                        set forth herein.

Number of Shares       -------------------------------------------------------
Beneficially       8)   Shared Voting Power
Owned by Each
Reporting Person                    0 shares
With                   -------------------------------------------------------
                   9)   Sole Dispositive Power

                        0 shares, except that certain of the members of TBC may
                        be deemed to have sole power to dispose of certain
                        shares as more fully set forth herein.

                       -------------------------------------------------------
                  (10)  Shared Dispositive Power
                        294,176 shares held in accounts of TBC (as hereinafter
                        defined).

- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person

     294,176 shares
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
     (See Instructions)                                                      [x]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
     4.60%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
     BD, IA & 00
- --------------------------------------------------------------------------------



<PAGE>   4



PRELIMINARY NOTE

         The person filing this Amendment No. 8 is Tweedy, Browne Company LLC
("TBC"), a Delaware limited liability company. This Amendment No. 8 amends a
Statement on Schedule 13D filed by TBC and dated March 31, 1995 ( the
"Statement"). The filing of this Amendment No. 8 should not be deemed an
admission that TBC comprises 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. 8 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 person filing this Amendment No. 8, 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.8 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.

         This Amendment No. 8 is being filed because the filing person is no
longer subject to the reporting requirements of Section 13(d)(3) of the
Securities Exchange Act (the "Act") as a result of the disposition of its shares
of Common Stock in open market transactions.

         Other than as set forth below, to the best knowledge of TBC and TBK,
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. 8.


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 294,176 shares of Common Stock, which constitutes
approximately 4.60% of the 6,392,252 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.

         TBC 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 could be deemed to be the beneficial owner as of
the date hereof, is 294,176 shares, which constitutes approximately 4.60% of the
6,392,252 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 Members may be deemed to be the beneficial owner by
reason of his being a member of TBC, is 294,176 shares, which constitutes
approximately 4.60% of the 6,392,252 shares of Common Stock outstanding.

         TBC disclaims beneficial ownership of Common Stock held by the other.
Except as described herein, to the best knowledge of TBC, no person who may be
deemed to comprise a group with any of TBC, 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 294,176 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 286,751 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 286,751 shares of Common Stock
held in certain TBC Accounts.


<PAGE>   5


         (c) Transactions in Common Stock effected by TBC since April 6, 2000,
the date of the filing person's last filing, are as follows:


REPORTING                               NO. OF SHARES              PRICE
PERSON                 DATE                 SOLD                   PER SHARE

TBC Accounts           4/10/00               15,000                $ 50 7/8
                       4/26/00                  100                $ 51
                       4/28/00               30,379                $ 50 3/8


         (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.

         (e) TBC ceased to be the beneficial owner of 5% of Common Stock on
             April 28, 2000.


                                    SIGNATURE


         Tweedy, Browne Company LLC, 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  /s/ Christopher H. Browne
                                                -------------------------------
                                                Christopher H. Browne
                                                Member



Dated:   May 10, 2000



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