SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on November 25, 1998
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
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
November 23, 1998
(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).
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)
32.9%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
-2-
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)
32.9%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
-3-
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)
32.9%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
-4-
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)
32.9%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
-5-
AMENDMENT NO. 18
TO
STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $1.00
per share (the "Common Stock"), of Coca-Cola Bottling Co.
Consolidated, a Delaware corporation ("Consolidated"). The
principal executive offices of Consolidated are located at
1900 Rexford Road, Charlotte, North Carolina 28211.
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, (ii) Oasis is a direct wholly
owned subsidiary of Trading Company, and (iii) Trading
Company is a direct wholly owned subsidiary of The Coca-Cola
Company.
The Coca-Cola Company is the largest manufacturer and
distributor of soft drink concentrates and syrups in the
world. The Minute Maid Company, a division of The Coca-Cola
Company, is the world's largest processor of packaged citrus
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended by adding the following:
The 228,512 shares of Class B Common Stock (as defined below
in Item 4) acquired by The Coca-Cola Company in the KO
Exchange (as defined below in Item 4) have been acquired in
exchange for the surrender by The Coca-Cola Company to
Consolidated of 228,512 shares of Common Stock.
-6-
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following:
On November 23, 1998, Consolidated entered into an exchange
transaction (the "Harrison Exchange") pursuant to which
J. Frank Harrison, Jr. (also referred to herein as "J. Frank
Harrison") acquired from Consolidated 792,796 shares of
Class B Common Stock, par value $1.00 per share (the "Class
B Common Stock"), of Consolidated in exchange for
surrendering to Consolidated 792,796 shares of Common Stock.
The Common Stock has one vote per share, and the Class B
Common Stock has twenty votes per share.
On November 23, 1998, Consolidated delivered a written
notice to The Coca-Cola Company indicating that, as a result
of the Harrison Exchange, The Coca-Cola Company was entitled
to exercise contractual preemptive rights to acquire from
Consolidated 228,512 shares of Class B Common Stock in
exchange for surrendering to Consolidated 228,512 shares of
Common Stock (the "KO Exchange"). The preemptive rights
arise under the Stock Rights and Restrictions Agreement
dated as of January 27, 1989 between The Coca-Cola Company
and Consolidated and permit The Coca-Cola Company to
preserve its percentage voting interest in Consolidated at
22.59%. On November 24, 1998, The Coca-Cola Company elected
to exercise its contractual preemptive rights to effect the
KO Exchange.
Concurrently with the Harrison Exchange and the KO Exchange,
J. Frank Harrison transferred 1,505,592 shares of
Consolidated Class B Common Stock to three newly-formed
family limited partnerships and the general partner of the
three family limited partnerships (collectively, the
"Harrison Entities"). In addition, J. Frank Harrison, III
and Reid M. Henson, as co-trustees under an Irrevocable
Trust Agreement of J. Frank Harrison for the Primary Benefit
of His Children, dated October 14, 1988, transferred to the
Harrison Entities 99,942 shares of Consolidated Class B
Common Stock held by that trust. In connection with the
transfers to the Harrison Entities, The Coca-Cola Company
and Carolina entered into an Agreement with J. Frank
Harrison, J. Frank Harrison, III, and Reid M. Henson, dated
November 23, 1998 (the "Amendment Agreement") pursuant to
which amendments were made to the following agreements among
the parties: (1) the Stock Rights and Restrictions
Agreement between The Coca-Cola Company and Consolidated,
dated as of January 27, 1989 (the "Stock Rights and
Restrictions Agreement"), (2) the Shareholder's Agreement
among The Coca-Cola Company, J. Frank Harrison, J. Frank
Harrison, III and others, dated as of December 17, 1988 (the
"Shareholder's Agreement"), and (3) the Voting Agreement
among The Coca-Cola Company, J. Frank Harrison, III, J.
Frank Harrison, Jr. and Reid M. Henson, as co-trustee,
effective January 27, 1989 (the "Voting Agreement," and
together with the Stock Rights and Restrictions Agreement
and the Shareholder's Agreement, the "Existing Agreements").
The Amendment Agreement is included as Exhibit BB (99.2) to
this Schedule 13D. Under the Amendment Agreement, (A) the
Shareholder's Agreement was amended to confirm that the
Harrison Entities would constitute "Permitted Transferees"
under the terms of the Shareholder's Agreement, (B) the
Voting Agreement was amended to confirm that the irrevocable
proxy granted by The Coca-Cola Company to J. Frank Harrison
and J. Frank Harrison, III would not terminate as a result
of the transfers to the Harrison Entities, and (C) the Stock
Rights and Restrictions Agreement was amended to confirm
that the transfers to the Harrison Entities would not affect
the call option granted by The Coca-Cola Company to
Consolidated under Section 6 of the Stock Rights and
Restrictions Agreement. The Existing Agreements have been
previously described in this Schedule 13D and have been
previously included as exhibits to this Schedule 13D.
Except as discussed herein or as previously disclosed in
this Schedule 13D, no Reporting Person has (and, to the best
knowledge of the Reporting Persons, no director, executive
officer or controlling person of any Reporting Person has),
any plans or proposals which relate to or would result in:
(i) The acquisition by any person of additional
securities of Consolidated, or the disposition of
securities of Consolidated;
-7-
(ii) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving
Consolidated or any of its subsidiaries;
(iii) A sale or transfer of a material amount of assets
of Consolidated or any of its subsidiaries;
(iv) Any change in the present board of directors or
management of Consolidated, including any plans or
proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(v) Any material change in the present capitalization
or dividend policy of Consolidated;
(vi) Any other material change in Consolidated's
business or corporate structure;
(vii) Changes in Consolidated's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of Consolidated by any person;
(viii) Causing a class of securities of Consolidated to be
delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(ix) A class of equity securities of Consolidated
becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or
(x) Any action similar to any of those enumerated above.
However, any of the Reporting Persons at any time may
propose any of the foregoing which it considers desirable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended by adding the following:
After giving effect to the Harrison Exchange and the KO
Exchange, each of the Reporting Persons now beneficially
owns 1,984,495 shares of Common Stock (or approximately
32.9% of the outstanding shares of Common Stock at
November 24, 1998), and 497,670 shares of Class B Common
Stock (or approximately 21.3% of the outstanding shares
of Class B Common Stock at November 24, 1998). After
giving effect to such exchanges, each of the Reporting
Persons now beneficially owns shares of Consolidated
representing in the aggregate approximately 22.6% of
the total votes of all outstanding shares of all classes
of capital stock of Consolidated. The Reporting Persons
have sole dispositive power over the Consolidated Shares.
As previously disclosed in this Schedule 13D, The Coca-Cola
Company has previously granted to J. Frank Harrison, III
and/or J. Frank Harrison, Jr. an irrevocable proxy with
respect to the shares of Common Stock and Class B Common
Stock beneficially owned by The Coca-Cola Company (the
"Proxy"). As a result of the Proxy, the Reporting Persons
may be deemed to share voting power with such persons with
respect to the shares of Common Stock and Class B Common
Stock beneficially owned by the Reporting Persons.
To the knowledge of the Reporting Persons based solely on
information furnished to the Reporting Persons by J. Frank
Harrison, Jr. and J. Frank Harrison, III, each of J. Frank
Harrison, Jr. and J. Frank Harrison, III is a citizen of the
United States with his principal business address located at
1190 Rexford Road, Charlotte, North Carolina. Based solely
on information furnished to the Reporting Persons by J.
Frank Harrison, Jr. and J. Frank Harrison, III, J. Frank
Harrison, Jr. is Chairman Emeritus of the Board of Directors
of Consolidated and J. Frank Harrison, III is Chairman of
the Board and Chief Executive Officer of Consolidated.
-8-
To the knowledge of the Reporting Persons, none of J. Frank
Harrison, Jr. and J. Frank Harrison, III 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 such 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.
The following information, derived solely from information
furnished to the Reporting Persons by J. Frank Harrison, Jr.
and J. Frank Harrison, III (the "Harrison Information"),
reflects the beneficial ownership by J. Frank Harrison, Jr.
and J. Frank Harrison, III of shares of Common Stock and
Class B Common Stock:
AMOUNT AND PERCENT
NATURE OF PERCENT OF
NAME TITLE BENEFICIAL OF AGGREGATE TOTAL
OF OWNERSHIP CLASS VOTE VOTE
CLASS (1)(2)(3)(4) (2) (2) (2)
--------------------------------------------------------------------
J. Frank Common 4,804,772 55.8%
Harrison, Stock
Jr., J.
Frank
Harrison,
III and Class B 2,339,250 99.9% 49,008,022 92.8
Reid M. Common
Henson Stock
as a
Group
(1) In general, a person is deemed to be a beneficial
owner of a security if that person has or shares voting
power, which includes the power to vote or direct the voting
of such security, or investment power, which includes the
power to dispose of, or to direct the disposition of, such
security; or if a person has the right to acquire either
voting power or investment power over such security through
the exercise of an option or conversion of another security
within 60 days. More than one person may be a beneficial
owner of the same securities, and a person may be deemed to
be a beneficial owner of securities as to which he has no
personal economic interest or which he may not vote.
(2) The percentages shown are based upon the number of
shares outstanding (net of shares held in treasury).
Beneficial ownership includes (i) shares of Common Stock
that would result from a conversion of Class B Common Stock
into shares of Common Stock (shares of Class B Common Stock
are convertible into shares of Common Stock on a one for one
basis at the option of the holder); or (ii) shares of Common
Stock which Messrs. Harrison, Jr. and Harrison, III have the
right to acquire through exercise of options, the
percentages of class shown give effect to such conversion
and to the exercise of such options. In calculating the
aggregate vote and percent of total vote, however, no effect
is given to conversion of Class B Common Stock into Common
Stock or to the exercise of such unexercised options.
(3) The amounts shown include (a) as to Common Stock:
(i) 1,605,534 shares of Class B Common Stock (convertible
into shares of Common Stock) held directly by three family
limited partnerships, as to which the Harrison Information
reflects J. Frank Harrison, Jr. as having sole voting power
and sole investment power pursuant to the terms of the
limited partnership agreements for each such partnership and
the terms of the operating agreement of the limited
liability company which is the general partner of each such
partnership; (ii) 235,786 shares of Common Stock held by a
trust for the benefit of certain relatives of Mr. Harrison,
Jr. as to which the Harrison Information reflects Mr.
Harrison, Jr. as having sole voting power and no investment
power; (iii) 1,984,495 shares of Common Stock and 497,670
shares of Class B Common Stock (convertible into shares of
Common Stock) held by Carolina Coca-Cola Bottling Investments,
Inc. subject to the terms of the Proxy, as to which J. Frank
Harrison, III has shared voting and no investment power;
(iv) 235,786 shares of Class B Common Stock (convertible into
shares of Common Stock) held by a trust for the benefit of
Mr. Harrison, Jr. and certain of his relatives, as to which
the Harrison Information
-9-
reflects Mr. Harrison, Jr. as having sole voting power and
J. Frank Harrison, III and Reid M. Henson as sharing
investment power as co-trustees; (v) 741 shares of Common
Stock and 260 shares of Class B Common Stock (convertible
into shares of Common Stock) held by Mr. Harrison, III as
custodian for certain of his children under the North Carolina
Uniform Gifts to Minors Act, as to which the Harrison
Information reflects Mr. Harrison, III as possessing sole
voting and investment power; (vi) 2,000 shares of Common Stock
owned directly by Reid M. Henson, as to which the Harrison
Information reflects Mr. Henson as having sole voting and
investment power; (vii) 100,000 shares of Common Stock which
Mr. Harrison, Jr. presently has the right to acquire through
the exercise of options; and (viii) 142,500 shares of
Common Stock which Mr. Harrison, III presently has the right
to acquire through the exercise of options; and (b) as to
Class B Common Stock: (i) 1,605,534 shares of Class B
Common Stock held directly by three family limited
partnerships, as to which the Harrison Information reflects
J. Frank Harrison, Jr. as having sole voting power and sole
investment power pursuant to the terms of the limited
partnership agreements for each such partnership and the
terms of the operating agreement of the limited liability
company which is the general partner of each such
partnership; (ii) 235,786 shares of Class B Common Stock
held by a trust for the benefit of Mr. Harrison, Jr. and
certain of his relatives as to which the Harrison
Information reflects Mr. Harrison, III and Mr. Henson as
sharing investment power as co-trustees and as to which the
Harrison Information reflects Mr. Harrison, Jr. as
possessing sole voting power; (iii) 260 shares of Class B
Common Stock held by Mr. Harrison, III as custodian for
certain of his children under the North Carolina Uniform
Gifts to Minors Act, as to which the Harrison Information
reflects Mr. Harrison, III as possessing sole voting and
investment power; and (iv) 497,670 shares of Class B Common
Stock held by Carolina Coca-Cola Bottling Investments, Inc.
subject to the terms of the Proxy, as to which Mr. Harrison,
III has shared voting power and no investment power.
(4) J. Frank Harrison, Jr., J. Frank Harrison, III and
Reid M. Henson (as trustee of certain trusts holding shares
of Class B Common Stock) are parties to the Voting Agreement
and the Shareholder's Agreement. Pursuant to the Voting
Agreement, Mr. Harrison, III has been granted the Proxy for
life and, thereafter, to Mr. Harrison, Jr., covering the
shares of Common Stock and Class B Common Stock held by
The Coca-Cola Company. Accordingly, Messrs. Harrison, Jr.,
Harrison, III and Henson may be deemed to be a group as such
term is defined in certain regulations of the Securities and
Exchange Commission.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended by adding the following:
On November 23, 1998, Consolidated entered into the Harrison
Exchange pursuant to which J. Frank Harrison acquired
792,796 shares of Class B Common Stock in exchange for
surrendering to Consolidated 792,796 shares of Common Stock.
The Common Stock has one vote per share, and the Class B
Common Stock has twenty votes per share.
On November 23, 1998, Consolidated delivered a written
notice to The Coca-Cola Company indicating that, as a
result of the Harrison Exchange, The Coca-Cola Company was
entitled to exercise contractual preemptive rights under the
Stock Rights and Restrictions Agreement to acquire from
Consolidated 228,512 shares of Class B Common Stock in
exchange for surrendering to Consolidated 228,512 shares of
Common Stock. On November 24, 1998, The Coca-Cola Company
elected to exercise such contractual preemptive rights to
effect the KO Exchange.
Concurrently with the Harrison Exchange and the KO Exchange,
J. Frank Harrison transferred 1,505,592 shares of
Consolidated Class B Common Stock to the Harrison Entities.
In addition, J. Frank Harrison, III and Reid M. Henson, as
co-trustees under an Irrevocable Trust Agreement of J. Frank
Harrison for the Primary Benefit of His Children, dated
October 14, 1988, transferred to the Harrison Entities
99,942 shares of Consolidated Class B Common Stock held by
that trust. In connection with the transfers to the
Harrison Entities, The Coca-Cola Company, Carolina, J. Frank
Harrison, J. Frank Harrison, III, and Reid M. Henson
-10-
entered into the Amendment Agreement, pursuant to which the
Existing Agreements were amended as follows: (A) the
Shareholder's Agreement was amended to confirm that the
Harrison Entities would constitute "Permitted Transferees"
under the terms of the Shareholder's Agreement, (B) the
Voting Agreement was amended to confirm that the irrevocable
proxy granted by The Coca-Cola Company to J. Frank Harrison
and J. Frank Harrison, III would not terminate as a result
of the transfers to the Harrison Entities, and (C) the Stock
Rights and Restrictions Agreement was amended to confirm that
the transfers to the Harrison Entities would not affect the
call option granted by The Coca-Cola Company to Consolidated
under Section 6 of the Stock Rights and Restrictions
Agreement. The Amendment Agreement is included as Exhibit
BB (99.2) to this Schedule 13D. The Existing Agreements
have been previously described in this Schedule 13D and have
been previously included as exhibits to this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended by adding the following:
Exhibit A (99.1) - Directors and Executive Officers of
the Reporting Persons
Exhibit BB (99.2) - Agreement dated November 23, 1998
among The Coca-Cola Company, Carolina
Coca-Cola Bottling Investments, Inc.,
and J. Frank Harrison, J. Frank Harrison, III,
and Reid M. Henson
-11-
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: November 24, 1998
THE COCA-COLA TRADING COMPANY
By: /s/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Vice President and
Chief Financial Officer
Date: November 24, 1998
COCA-COLA OASIS, INC.
By: /s/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Chief Financial Officer
Date: November 24, 1998
CAROLINA COCA-COLA BOTTLING
INVESTMENTS, INC.
By: /s/ JAMES E. CHESTNUT
--------------------------------
James E. Chestnut
Vice President and
Chief Financial Officer
Date: November 24, 1998
-12-
EXHIBIT INDEX
EXHIBIT DESCRIPTION
A (99.1) Directors and Executive Officers of the
Reporting Persons
BB (99.2) Agreement dated November 23, 1998 among
The Coca-Cola Company, Carolina Coca-Cola
Bottling Investments, Inc., and J. Frank
Harrison, J. Frank Harrison, III, and Reid M.
Henson