TEXAS BOTTLING GROUP INC
10-Q/A, 1997-05-08
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS
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<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                     FORM 10-Q/A

(Mark One)
[ X ]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                March 31, 1997                  
                               -----------------------------------------------

                                          OR

[   ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                  
                               ----------------    -----------------

                           Commission file number  33-69275

                             TEXAS BOTTLING GROUP, INC.                
            ---------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

             NEVADA                                         75-2158578
            --------                                       ------------
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification No.)

                 1999 BRYAN STREET, SUITE 3300, DALLAS, TEXAS  75201
                 ---------------------------------------------------
                  (Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (214) 969-1910

    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    
    ---      ---

    The aggregate market value of the voting stock held by non-affiliates of
the registrant, as of April 1, 1997 was $0.00.

    As of April 1, 1997, 541,917 shares of the Company's Common Stock Class A,
par value $2.00 per share, and 228,357 shares of the Company's Common Stock
Class B, par value $2.00 per share, were outstanding.

                         DOCUMENTS INCORPORATED BY REFERENCE:
                                         None

<PAGE>

                                       PART II
                                  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibits

         27  Financial Data Schedule

    (b)  Reports on Form 8-K

    (1)  A current report on Form 8-K was filed with the Securities and
         Exchange Commission on April 1, 1997 reporting changes in beneficial
         ownership of Class A Common Stock of CCBG Corporation, the parent of
         The Coca-Cola Bottling Group (Southwest), Inc., holder of the
         outstanding voting stock of the Registrant, which resulted from
         transactions dated March 21, 1997.

    (2)  A current report on Form 8-K was filed with the Securities and
         Exchange Commission on April 11, 1997 reporting a change in beneficial
         ownership of 3800 shares of the Class A Common Stock of CCBG
         Corporation, resulting from the change of co-trustees for a trust
         effective March 21, 1997. 








                                          10
<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.

                                    Texas Bottling Group, Inc.
                                    (Registrant)



Date  May 8, 1997                   By: /s/ Charles F. Stephenson    
     --------------------               ------------------------------
                                        Charles F. Stephenson
                                        Treasurer and Chief Financial
                                        Officer (duly authorized officer
                                        and Principal Financial Officer)







                                       11


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                           4,516
<SECURITIES>                                         0
<RECEIVABLES>                                   23,226
<ALLOWANCES>                                     (527)
<INVENTORY>                                     10,200
<CURRENT-ASSETS>                                49,959
<PP&E>                                          96,126
<DEPRECIATION>                                (52,193)
<TOTAL-ASSETS>                                 261,698
<CURRENT-LIABILITIES>                           40,971
<BONDS>                                        216,202
                                0
                                          0
<COMMON>                                         1,541
<OTHER-SE>                                       2,984
<TOTAL-LIABILITY-AND-EQUITY>                   261,698
<SALES>                                         48,847
<TOTAL-REVENUES>                                48,847
<CGS>                                           25,327
<TOTAL-COSTS>                                   14,178
<OTHER-EXPENSES>                                 3,446
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             (4,505)
<INCOME-PRETAX>                                  1,393
<INCOME-TAX>                                     (537)
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       856
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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