SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on October 19, 1999
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
Coca-Cola Bottling Co. Consolidated
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
191098102
(CUSIP Number)
James E. Chestnut
Senior Vice President and Chief Financial Officer
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404)676-2121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Carol Crofoot Hayes, Esq.
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404) 676-2121
October 19, 1999
(Date of Event which Requires Filing of this Statement)
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(e),(f) or (g), check the
following box [ ].
* 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 other
provisions of the Act (however, see the Notes).
Page 1 of 21
SCHEDULE 13D
CUSIP No. - 191098102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Coca-Cola Company
58-0628465
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,984,495 shares of Common Stock, $1.00 par value per share
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,984,495 shares of Common Stock, $1.00 par value per share
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,984,495 shares of Common Stock, $1.00 par value per share
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.05%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 21
SCHEDULE 13D
CUSIP No. - 191098102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Coca-Cola Trading Company
59-1764184
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,984,495 shares of Common Stock, $1.00 par value per share
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,984,495 shares of Common Stock, $1.00 par value per share
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,984,495 shares of Common Stock, $1.00 par value per share
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.05%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 21
SCHEDULE 13D
CUSIP No. - 191098102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Coca-Cola Oasis, Inc.
88-0320762
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,984,495 shares of Common Stock, $1.00 par value per share
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,984,495 shares of Common Stock, $1.00 par value per share
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,984,495 shares of Common Stock, $1.00 par value per share
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.05%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 4 of 21
SCHEDULE 13D
CUSIP No. - 191098102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carolina Coca-Cola Bottling Investments, Inc.
58-2056767
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,984,495 shares of Common Stock, $1.00 par value per share
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,984,495 shares of Common Stock, $1.00 par value per share
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,984,495 shares of Common Stock, $1.00 par value per share
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.05%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 5 of 21
AMENDMENT NO. 19
TO
STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
This Amendment No. 19 amends and supplements the original Schedule 13D
filed on May 18, 1987 by The Coca-Cola Company, as amended by Amendments 1
through 18 (the "Schedule 13D"). Terms used herein and not otherwise defined
shall have the meanings given such terms in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated as follows:
This statement is being filed by The Coca-Cola Company, and three of
The Coca-Cola Company's direct or indirect wholly owned subsidiaries,
namely The Coca-Cola Trading Company ("Trading Company"), Coca-Cola
Oasis, Inc. ("Oasis") and Carolina Coca-Cola Bottling Investments, Inc.
("Carolina," and together with The Coca-Cola Company, Trading Company
and Oasis, the "Reporting Persons"). Each of the Reporting Persons is
a Delaware corporation, having its principal executive offices at One
Coca-Cola Plaza, Atlanta, Georgia 30313, telephone (404)676-2121.
Carolina is a direct wholly owned subsidiary of Oasis, Oasis is a
direct wholly owned subsidiary of Trading Company, and Trading Company
is a direct wholly owned subsidiary of The Coca-Cola Company.
The Coca-Cola Company is the largest manufacturer, distributor and
marketer of soft drink concentrates and syrups in the world, as well as
the world's largest distributor and marketer of juice and juice-drink
products.
Certain information with respect to the directors and executive
officers of the Reporting Persons is set forth in Exhibit A(99.1)
attached hereto, including each director's and executive officer's
business address, present principal occupation or employment,
citizenship and other information.
None of the Reporting Persons nor, to the best of their knowledge, any
director, executive officer or controlling person of any Reporting
Person has, during the last five years, been (a) convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
proceeding any Reporting Person or any director, executive officer or
controlling person of any Reporting Person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, or finding any
violation with respect to federal or state securities laws.
Page 6 of 21
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented by adding to the information
previously filed under this Item the following:
Piedmont Coca-Cola Bottling Partnership (formerly known as CCBCC
Coca-Cola Bottling Partnership and Carolina Coca-Cola Bottling
Partnership, and called the "Partnership" in this Amendment), was
formed pursuant to a Partnership Agreement dated July 2, 1993
("Partnership Agreement") between Carolina Coca-Cola Bottling
Investments, Inc., a subsidiary of The Coca-Cola Company (the "KO
Subsidiary"), and subsidiaries of Coca-Cola Bottling Co. Consolidated
("Coke Consolidated"). Section 19.1 of the Partnership Agreement
provides that the Coke Consolidated subsidiaries will use their best
efforts to purchase the interest of the KO Subsidiary between the sixth
and eighth anniversaries of the date of the Partnership Agreement. In
discussions pursuant to Section 19.1 of the Partnership Agreement,
representatives of The Coca-Cola Company and Coke Consolidated have
identified the following transaction structure as one that may meet all
parties' objectives:
1. The Partnership would redeem all of KO Subsidiary's ownership
interest in the Partnership in exchange for the transfer to KO
Subsidiary of all of the outstanding stock of a subsidiary of
the Partnership (the "Acquired Subsidiary"), which Acquired
Subsidiary would own shares of a class of non-voting preferred
stock of Coke Consolidated with a value of $118 million and
having a dividend yield of 4.3%.
2. As part of the transaction, it is anticipated that the
Partnership would borrow $118 million from commercial lenders.
The Coca-Cola Company representatives have now received
management approval to begin negotiation of definitive transaction
documents, and the parties desire to close the transaction under
consideration prior to December 31, 1999. However, until definitive
documentation is executed, the parties have no binding legal obligation
to close the proposed transaction. There can be no assurance that an
agreement with respect to such a transaction will be reached, or, if an
agreement is reached, that its terms will be on terms consistent with
those described above or that any transaction will be consummated.
KO invests in bottling operations such as Coke Consolidated in
order to maximize the strength and efficiency of KO's production,
distribution and marketing systems around the world. In line with this
bottling strategy, KO regularly reviews its options relating to its
investments in bottling operations throughout the world, including its
investment in Coke Consolidated. As part of this review, KO from time
to time may consider, evaluate and propose various possible transactions
involving Coke Consolidated or its subsidiaries, which could include,
without limitation:
Page 7 of 21
(i) the possible acquisition of additional securities of Coke
Consolidated, or the disposition of securities of Coke
Consolidated;
(ii) possible extraordinary corporate transactions (such as a
merger, consolidation or reorganization) involving Coke
Consolidated or any of its subsidiaries, including with other
bottling companies in which one or more of the Reporting
Persons may have a direct or indirect equity interest; or
(iii) the possible acquisition by Coke Consolidated or its
subsidiaries of assets or interests in one or more bottling
companies, including other bottling companies in which one or
more of the Reporting Persons may have a direct or indirect
equity interest, or the possible sale of assets or bottling
operations by Coke Consolidated or its subsidiaries.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended by adding and supplemented by adding to the
information previously filed under this Item the following:
Exhibit A (99.1) - Directors and Executive Officers of
the Reporting Persons
Page 8 of 21
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
THE COCA-COLA COMPANY
By: /s/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Senior Vice President and
Chief Financial Officer
Date: October 19, 1999
THE COCA-COLA TRADING COMPANY
By: /s/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Vice President and
Chief Financial Officer
Date: October 19, 1999
COCA-COLA OASIS, INC.
By: /s/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Chief Financial Officer
Date: October 19, 1999
CAROLINA COCA-COLA BOTTLING
INVESTMENTS, INC.
By: /s/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Vice President and
Chief Financial Officer
Date: October 19, 1999
Page 9 of 21
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
A (99.1) Directors and Executive Officers of the
Reporting Persons
Page 10 of 21