UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
Coca-Cola Bottling Co. Consolidated
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
191098102
(CUSIP Number)
Gary P. Fayard
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
January 2, 2002
(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 10
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 8 SHARED VOTING POWER
OWNED BY 1,984,495 shares of Common Stock, $1.00 par value per
EACH share
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,984,495 shares of Common Stock, $1.00 par value per
WITH 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 10
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 LLC
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 8 SHARED VOTING POWER
OWNED BY 1,984,495 shares of Common Stock, $1.00 par value per
EACH share
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,984,495 shares of Common Stock, $1.00 par value per
WITH 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 10
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 8 SHARED VOTING POWER
OWNED BY 1,984,495 shares of Common Stock, $1.00 par value per
EACH share
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,984,495 shares of Common Stock, $1.00 par value per
WITH 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 10
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 8 SHARED VOTING POWER
OWNED BY 1,984,495 shares of Common Stock, $1.00 par value per
EACH share
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,984,495 shares of Common Stock, $1.00 par value per
WITH 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 10
AMENDMENT NO. 23
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. 23 amends and supplements the original Schedule 13D
filed on May 18, 1987 by The Coca-Cola Company, as amended by Amendments 1
through 22 (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 LLC ("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 Coca-Cola Company, Oasis and
Carolina is a Delaware corporation, having its principal executive office
at One Coca-Cola Plaza, Atlanta, Georgia 30313, telephone (404)676-2121.
Trading Company is a Delaware limited liability company, having its
principal executive office 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 or managers and executive
officers of the Reporting Persons is set forth in Exhibit A(99.1) attached
hereto, including each director's or manager's, as applicable, and each
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, manager, 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, manager, 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 10
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, as amended ("Partnership
Agreement"), between Carolina Coca-Cola Bottling Investments, Inc., a
subsidiary of The Coca-Cola Company ("KO Subsidiary"), and subsidiaries of
Coca-Cola Bottling Co. Consolidated ("Coke Consolidated").
On January 2, 2002, Piedmont Partnership Holding Company, a wholly
owned indirect subsidiary of The Coca-Cola Company ("Piedmont") sold a
4.651% interest in the Partnership to Coca-Cola Ventures, Inc., a wholly
owned indirect subsidiary of Coke Consolidated ("Ventures"), for a purchase
price of $10 million. Following the sale, Piedmont has a 45.349% interest
in the Partnership and Ventures has a 54.651% interest in the Partnership.
Piedmont recognized a gain of approximately $4 million from the sale.
In connection with the sale, Piedmont and Ventures amended the
Partnership Agreement to reflect the new ownership percentages and to make
certain other non-substantive changes.
The Coca-Cola Company invests in bottling operations such as Coke
Consolidated in order to maximize the strength and efficiency of its
production, distribution and marketing systems around the world. In line
with this bottling strategy, The Coca-Cola Company 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, The Coca-Cola Company 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 10
(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 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
Exhibit B (99.2) - Securities Purchase Agreement, dated as of January 2,
2002, between Piedmont Partnership Holding Company
and Coca-Cola Ventures, Inc.
Exhibit C (99.3) - Assignment, dated as of January 2, 2002, between
Piedmont Partnership Holding Company and Coca-Cola
Ventures, Inc.
Exhibit D (99.4) - Master Amendment to Partnership Agreement, Management
Agreement and Definition and Adjustment Agreement,
entered into as of January 2, 2002, by and among
Piedmont Coca-Cola Bottling Partnership, CCBC of
Wilmington, Inc., The Coca-Cola Company, Piedmont
Partnership Holding Company, Coca-Cola Bottling Company
Consolidated, and Coca-Cola Ventures, Inc.
Page 8 of 10
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/ Gary P. Fayard
--------------------------------
Gary P. Fayard
Senior Vice President and
Chief Financial Officer
Date: January 11, 2002
THE COCA-COLA TRADING COMPANY
LLC
By: /s/ Gary P. Fayard
--------------------------------
Gary P. Fayard
Vice President and
Chief Financial Officer
Date: January 11, 2002
COCA-COLA OASIS, INC.
By: /s/ Gary P. Fayard
-------------------------------
Gary P. Fayard
Chief Financial Officer
Date: January 11, 2002
CAROLINA COCA-COLA BOTTLING
INVESTMENTS, INC.
By: /s/ Gary P. Fayard
-------------------------------
Gary P. Fayard
President
Date: January 11, 2002
Page 9 of 10
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
A (99.1) Directors, Managers and Executive Officers of the
Reporting Persons
B (99.2) Securities Purchase Agreement, dated as of January 2,
2002, between Piedmont Partnership Holding Company and
Coca-Cola Ventures, Inc.
C (99.3) Assignment, dated as of January 2, 2002, between
Piedmont Partnership Holding Company and Coca-Cola
Ventures, Inc.
D (99.4) Master Amendment to Partnership Agreement, Management
Agreement and Definition and Adjustment Agreement,
entered into as of January 2, 2002, by and among
Piedmont Coca-Cola Bottling Partnership, CCBC of
Wilmington, Inc., The Coca-Cola Company, Piedmont
Partnership Holding Company, Coca-Cola Bottling Company
Consolidated, and Coca-Cola Ventures, Inc.
Page 10 of 10