-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CgdF0L0b4QUAMKdYqfYwFlKL0BPFLorf791LI7wLuli9x11SXPaCzEGDmNbP4yHZ 952ho2Bke20OQC9RE8XcXg== 0000021344-99-000030.txt : 19991115 0000021344-99-000030.hdr.sgml : 19991115 ACCESSION NUMBER: 0000021344-99-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA BOTTLING CO CONSOLIDATED /DE/ CENTRAL INDEX KEY: 0000317540 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 560950585 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-30570 FILM NUMBER: 99746417 BUSINESS ADDRESS: STREET 1: 4100 COCA COLA PLZ CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7045514400 MAIL ADDRESS: STREET 1: 4100 COCA COLA PLZ CITY: CHARLOTTE STATE: NC ZIP: 28211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA CO CENTRAL INDEX KEY: 0000021344 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 580628465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE COCA COLA PLAZA CITY: ATLANTA STATE: GA ZIP: 30313 BUSINESS PHONE: 4046762121 MAIL ADDRESS: STREET 1: ONE COCA COLA PLAZA ZIP: 30313 SC 13D/A 1 AMENDMENT NO. 20 TO 13D - CONSOLIDATED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* 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 4, 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 28 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 28 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 28 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 28 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 28 AMENDMENT NO. 20 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. 20 amends and supplements the original Schedule 13D filed on May 18, 1987 by The Coca-Cola Company, as amended by Amendments 1 through 19 (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 28 ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby amended and supplemented by adding to the information previously filed under this Item the following: The Coca-Cola Company, Carolina, Coca-Cola Bottling Co. Consolidated ("Coke Consolidated"), Coca-Cola Ventures, Inc. and Piedmont Coca-Cola Bottling Partnership (the "Partnership"), signed a letter of intent on November 5, 1999 concerning the proposed transaction. The proposed transaction involves the Partnership's redemption of Carolina's interest in the Partnership in exchange for the transfer to Carolina of all of the outstanding stock of a wholly owned subsidiary of the Partnership (the "Acquired Subsidiary"). Acquired Subsidiary would own all of the authorized and outstanding shares of a class of non-voting preferred stock of Coke Consolidated having a liquidation value of $118 million and an initial dividend rate of 4.3%. The dividend yield would be reset on specified dates to a market rate equivalent to the rate of interest for five-year U.S. Treasury notes being issued at that time. The letter of intent is filed as Exhibit B to this Amendment No. 20. As provided in the letter of intent, 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 it will be on terms consistent with those described above or that any transaction will be consummated. The Coca-Cola Company invests in bottling operations such as Coke Consolidated in order to maximize the strength and efficiency of The Coca-Cola Company's 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: (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. Page 7 of 28 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 Exhibit B (99.2) - Letter of Intent among The Coca-Cola Company, Carolina Coca-Cola Bottling Investments, Inc., Coca-Cola Bottling Co. Consolidated, Coca-Cola Ventures, Inc. and Piedmont Coca-Cola Bottling Partnership. Page 8 of 28 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 8, 1999 THE COCA-COLA TRADING COMPANY By: /s/ JAMES E. CHESTNUT -------------------------------- James E. Chestnut Vice President and Chief Financial Officer Date: November 8, 1999 COCA-COLA OASIS, INC. By: /s/ JAMES E. CHESTNUT -------------------------------- James E. Chestnut Chief Financial Officer Date: November 8, 1999 CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC. By: /s/ JAMES E. CHESTNUT -------------------------------- James E. Chestnut Vice President and Chief Financial Officer Date: November 8, 1999 Page 9 of 28 EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- A (99.1) Directors and Executive Officers of the Reporting Persons B (99.2) Letter of Intent among The Coca-Cola Company, Carolina Coca-Cola Bottling Investments, Inc., Coca-Cola Bottling Co. Consolidated, Coca-Cola Ventures, Inc. and Piedmont Coca-Cola Bottling Partnership. Page 10 of 28 EX-99 2 EXHIBIT A (99.1) EXHIBIT A (99.1) DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY Set forth below is the name, business address and present occupation or employment of each director and executive officer of The Coca-Cola Company. Except as indicated below, each such person is a citizen of the United States. None of the directors and executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Directors of The Coca-Cola Company who are also executive officers of The Coca-Cola Company are indicated by an asterisk. Except as indicated below, the business address of each executive officer of The Coca-Cola Company is One Coca-Cola Plaza, Atlanta, Georgia 30313. DIRECTORS OF THE COCA-COLA COMPANY PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS M. Douglas Ivester* Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company Herbert A. Allen President, Chief Executive Allen & Company Officer and Managing Incorporated Director of Allen & Company 711 Fifth Avenue Incorporated, a privately New York, NY 10022 held investment banking firm Ronald W. Allen Consultant to and advisory Monarch Tower director of Delta Air Lines, Suite 1745 Inc., a major U.S. air 3424 Peachtree Road, N.E. transportation company Atlanta, GA 30326 Cathleen P. Black President of Hearst Hearst Magazines Magazines, a unit of The 959 8th Avenue Hearst Corporation, a major New York, NY 10019 media and communications company Warren E. Buffett Chairman of the Board of Berkshire Hathaway Inc. Directors and Chief 1440 Kiewit Plaza Executive Officer of Omaha, NE 68131 Berkshire Hathaway Inc., a diversified holding company Page 11 of 28 DIRECTORS OF THE COCA-COLA COMPANY (continued) PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS Susan B. King Leader in Residence, Hart Hart Leadership Program Leadership Program, Sanford Terry Sanford Institute Institute of Public Policy, of Public Policy Duke University, a program Duke University for the development and Box 90248 advancement of leadership Durham, NC 27708-0248 and management skills in the public and private sectors Donald F. McHenry Distinguished Professor in The IRC Group, LLC the Practice of Diplomacy 1320 19th Street, N.W. at the School of Foreign Suite 410 Service, Georgetown Washington, D.C. 20036 University; President of The IRC Group, LLC, a New York City and Washington, D.C. consulting firm Sam Nunn Partner in the law firm of King & Spalding King & Spalding since 191 Peachtree Street January 1997 Atlanta, GA 30303-1763 Paul F. Oreffice Retired as Chairman of the P.O. Box 4846 Board of Directors of The Scottsdale, AZ 85261 Dow Chemical Company in 1992 (The Dow Chemical Company is a diversified chemical, metals, plastics and packaging company) James D. Robinson Chairman and Chief J.D. Robinson Inc. III Executive Officer of RRE 126 East 56th Street Investors, LLC, a private 22nd Floor venture investment firm; New York, NY 10022 Chairman of Violy, Byorum & Partners Holdings, LLC, a private firm specializing in financial advisory and investment banking activities in Latin America; President of J.D. Robinson Inc., a strategic advisory company Page 12 of 28 DIRECTORS OF THE COCA-COLA COMPANY (continued) PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS Peter V. Ueberroth Investor and Managing The Contrarian Group, Director, The Contrarian Inc. Group, Inc., a management 1071 Camelback Street company Suite 111 Newport Beach, CA 92660 James B. Williams Chairman of the Executive SunTrust Banks, Inc. Committee of SunTrust Banks, P.O. Box 4418 Inc., a bank holding company Atlanta, GA 30302 EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS Alexander R.C. President of the Middle and Allan Far East Group Mr. Allan is a citizen of the United Kingdom William P. Casey Senior Vice President Ralph H. Cooper Senior Vice President Douglas N. Daft Senior Vice President Mr. Daft is a citizen of Australia Timothy J. Haas Senior Vice President Stephen C. Jones President of The Minute The Minute Maid Company Maid Company, a division of 2000 St. James Place The Coca-Cola Company Houston, TX 77056 Mr. Jones is a citizen of Canada Jack L. Stahl Senior Vice President Carl Ware Senior Vice President Page 13 of 28 EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY (continued) PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS Anton Amon Senior Vice President James E. Chestnut Senior Vice President and Chief Financial Officer Mr. Chestnut is a citizen of the United Kingdom. Charles S. Frenette Senior Vice President Joseph R. Gladden, Senior Vice President and Jr. General Counsel George Gourlay Senior Vice President Michael W. Walters Vice President Page 14 of 28 DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY Set forth below is the name, business address and present occupation or employment of each director and executive officer of The Coca-Cola Trading Company. Except as indicated below, each such person is a citizen of the United States. None of the directors and executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Directors of The Coca-Cola Trading Company who are also executive officers of The Coca-Cola Trading Company are indicated by an asterisk. Except as indicated below, the business address of each executive officer of The Coca-Cola Trading Company is One Coca-Cola Plaza, Atlanta, Georgia 30313. DIRECTORS OF THE COCA-COLA TRADING COMPANY PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS M. Douglas Ivester Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company James E. Chestnut* Senior Vice President and Chief Financial Officer of The Coca-Cola Company; Vice President and Chief Financial Officer of The Coca-Cola Trading Company Mr. Chestnut is a citizen of the United Kingdom Joseph R. Gladden, Senior Vice President and Jr. General Counsel of The Coca-Cola Company Page 15 of 28 EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS Carl K. Kooyoomjian Assistant Vice President and Director of Global Procurement and Trading of The Coca-Cola Company; President of The Coca-Cola Trading Company Steve M. Whaley Vice President and General Tax Counsel of The Coca-Cola Company; Vice President, General Tax Counsel and Assistant Treasurer of The Coca-Cola Trading Company Vincent M. Gioe Director of Finance, Global Procurement and Trading of The Coca-Cola Company; Vice President - Finance of The Coca-Cola Trading Company Kenneth L. Carty Director of Purchasing, Global Products, Global Procurement and Trading of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company Dallas A. Hurston Assistant Vice President and Director, Corporate Real Estate of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company Page 16 of 28 EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY (continued) PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS Russell M. Breier Director, Marketing Finance of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company Frederick Yochum Director of General and Administration Procurement, Global Procurement and Trading of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company Eduardo M. Carreras Senior Patent and Technology Counsel, Corporate Legal of The Coca-Cola Company; General Counsel of The Coca-Cola Trading Company Page 17 of 28 DIRECTORS AND EXECUTIVE OFFICERS OF COCA-COLA OASIS, INC. Set forth below is the name, business address, present occupation or employment of each director and executive officer of Coca-Cola Oasis, Inc. Except as indicated below, each such person is a citizen of the United States. None of the directors and executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Directors of Coca-Cola Oasis, Inc. who are also executive officers of Coca-Cola Oasis, Inc. are indicated by an asterisk. Except as indicated below, the business address of each executive officer of Coca-Cola Oasis, Inc. is One Coca-Cola Plaza, Atlanta, Georgia 30313. DIRECTORS OF COCA-COLA OASIS, INC. PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS M. Douglas Ivester Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company James E. Chestnut* Senior Vice President and Chief Financial Officer of The Coca-Cola Company; Chief Financial Officer of Coca-Cola Oasis, Inc. Mr. Chestnut is a citizen of the United Kingdom Charles B. Fruit* Vice President and Director, Media and Marketing Assets of The Coca-Cola Company; President of Coca-Cola Oasis, Inc. Page 18 of 28 EXECUTIVE OFFICERS OF COCA-COLA OASIS, INC. PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS David M. Taggart Vice President and Treasurer of The Coca-Cola Company; Vice President and Treasurer of Coca-Cola Oasis, Inc. Dallas A. Hurston Assistant Vice President and Director, Corporate Real Estate of The Coca-Cola Company; Vice President of Coca-Cola Oasis, Inc. W. Dexter Brooks Assistant General Counsel, Legal Division of The Coca-Cola Company; Vice President and Assistant Secretary of Coca-Cola Oasis, Inc. Steve M. Whaley Vice President and General Tax Counsel of The Coca-Cola Company; Vice President and General Tax Counsel of Coca-Cola Oasis, Inc. Page 19 of 28 DIRECTORS AND EXECUTIVE OFFICERS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC. Set forth below is the name, business address, present occupation or employment of each director and executive officer of Carolina Coca-Cola Bottling Investments, Inc. Except as indicated below, each such person is a citizen of the United States. None of the directors and executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Directors of Carolina Coca-Cola Bottling Investments, Inc. who are also executive officers of Carolina Coca-Cola Bottling Investments, Inc. are indicated by an asterisk. Except as indicated below, the business address of each executive officer of Carolina Coca-Cola Bottling Investments, Inc. is One Coca-Cola Plaza, Atlanta, Georgia 30313. DIRECTORS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC. PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS Lawrence R. Cowart* Vice President and Director of Business Development of The Coca-Cola Company; President of Carolina Coca-Cola Bottling Investments, Inc. Gary P. Fayard Vice President and Controller of The Coca-Cola Company James E. Chestnut* Senior Vice President and Chief Financial Officer of The Coca-Cola Company; Vice President and Chief Financial Officer of Carolina Coca-Cola Bottling Investments, Inc. Mr. Chestnut is a citizen of the United Kingdom Page 20 of 28 EXECUTIVE OFFICERS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC. PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS David M. Taggart Vice President and Treasurer of The Coca-Cola Company; Vice President, Treasurer and Assistant Secretary of Carolina Coca-Cola Bottling Investments, Inc. Page 21 of 28 EX-99 3 EXHIBIT B (99.2) EXHIBIT B (99.2) November 4, 1999 Piedmont Coca-Cola Bottling Partnership Coca-Cola Bottling Co. Consolidated Coca-Cola Ventures, Inc. c/o Coca-Cola Bottling Co. Consolidated 4100 Coca-Cola Plaza Charlotte, North Carolina 28211 Attention: David Singer Re: Redemption of Ownership Interest in Piedmont Coca-Cola Bottling Partnership and Related Transactions ------------------------------------------------------ Gentlemen: This letter sets forth the mutual intentions of The Coca-Cola Company, a Delaware corporation ("KO"); Carolina Coca-Cola Bottling Investments, Inc., a Delaware corporation and an indirect wholly owned subsidiary of KO ("KO Subsidiary"); Coca-Cola Bottling Co. Consolidated, a Delaware corporation ("Coke Consolidated"); Coca-Cola Ventures, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Coke Consolidated ("Ventures"); and Piedmont Coca-Cola Bottling Partnership ("Partnership") regarding the transactions described in paragraph 1 below. Each of the companies listed in the foregoing sentence may be referred to as a "party" and together they may be referred to as the "parties" in this letter. 1. REDEMPTION OF PARTNERSHIP INTEREST AND ISSUANCE OF PREFERRED STOCK. Pursuant to paragraph 19.1 of the Partnership Agreement dated as of July 2, 1993 whereby the Partnership was formed, as amended ("Partnership Agreement"), KO Subsidiary's ownership interest in the Partnership will be redeemed in full on the terms and Page 22 of 28 conditions described in this letter. Simultaneously with, and in consideration for, the redemption, the Partnership will transfer to KO Subsidiary all of the stock of a wholly owned subsidiary of the Partnership ("Piedmont Subsidiary"). In the alternative, should KO so instruct the Partnership, all or part of the stock of the Piedmont Subsidiary will be transferred to KO or another direct or indirect wholly owned subsidiary of KO. References to KO in this letter may refer to KO alone, and/or to the KO Subsidiary and/or to such other direct or indirect wholly owned subsidiaries of KO as may be designated by KO as transferee(s) pursuant to the foregoing sentence. At the time of the transfer of the stock of the Piedmont Subsidiary to KO, the only asset of the Piedmont Subsidiary will be all the authorized shares of a class of Preferred Stock of Coke Consolidated (the "Preferred Stock"). The Preferred Stock will be non-voting stock. The Preferred Stock will initially have a dividend rate of 4.3% per annum of the liquidation value of the Preferred Stock, which dividend yield will be reset, on dates to be negotiated, to a market rate equivalent to the rate of interest for five-year U.S. Treasury notes being issued at that time. Dividends will be paid in cash semi-annually by wire transfer on July 15 and January 15 of each year. The liquidation value of the Preferred Stock will equal $118 million. 2. DEFINITIVE DOCUMENTS. Definitive transaction documents will be prepared by KO's attorneys in form customary for transactions of this type and complexity. The documents, in addition to those matters specifically set forth in this letter, will contain customary provisions, including without limitation, the following: a. representations and warranties, including without limitation, the following: (i) a representation and warranty from Coke Consolidated to KO that the Preferred Stock has been owned only by the Piedmont Subsidiary; that it was purchased for $118 million in cash from Coke Consolidated; that the Preferred Stock is a separate and distinct class of Preferred Stock different from any other class of Page 23 of 28 equity security of Coke Consolidated that now is outstanding or now is the subject of any subscription, option, purchase or similar right; that it is fully paid and non-assessable, and such other matters as are customary upon the issuance of securities; and that no other person or entity has now, or ever had, rights of any kind including without limitation voting, options, liens, encumbrances, or purchase rights regarding the Preferred Stock; and (ii) representations and warranties from Coke Consolidated, Ventures and the Partnership to KO that the Piedmont Subsidiary has never conducted business or owned any assets other than the $118 million cash received from the Partnership as a capital contribution and the Preferred Stock; and that the stock of the Piedmont Subsidiary is owned by the Partnership free and clear of any encumbrance, lien or other right or interest of any other person or entity; and that no other person or entity now has, or ever had, rights of any kind, including without limitation, voting, options, liens, encumbrances, or purchase rights regarding any security of the Piedmont Subsidiary; and (iii) a representation and warranty from KO Subsidiary to the Partnership that its ownership interest in the Partnership is owned free and clear of any encumbrance, lien or other right or interest of any other person or entity; and that it is acquiring the stock of the Piedmont Subsidiary for investment purposes only and not with a view to the distribution thereof; and (iv) representations and warranties from each party that it has received all necessary corporate approvals (including such Board and share owner, partner or similar approvals as may be required) and has the authority to enter into the transaction documents and to Page 24 of 28 consummate the transactions contemplated therein and in this letter; and b. customary covenants; and c. conditions precedent, including without limitation, the following: (i) that KO's due diligence review of Coke Consolidated, as described in paragraph 3 below, be completed to its satisfaction; and (ii) that the transactions receive Hart-Scott-Rodino clearance, and that any other requisite government approvals be obtained and that any waiting periods be complied with; and (iii) approval of the Boards of Directors and share owners of the parties as may be required; and (iv) receipt of any required consents of parties to contracts; and (v) execution of the definitive transaction documents and satisfaction of all conditions contained therein; and (vi) delivery of opinions of counsel to Coke Consolidated and KO regarding the transactions described herein (with the form and substance of the opinions to be negotiated); and d. all relevant terms of the Preferred Stock, including without limitation (i) those provisions specified in this letter; and (ii) a provision that, upon the request of either KO or Coke Consolidated, the other will negotiate in good faith the terms upon which the Preferred Stock might be repurchased by Coke Consolidated from KO, it being understood that this obligation to negotiate is not intended to create any binding obligation on either KO or Coke Consolidated to consummate such a repurchase, but Page 25 of 28 instead is intended only to require a good faith negotiation so that each may consider whether such repurchase is in its best interest at the time. 3. DUE DILIGENCE. Pending the closing, KO and its employees and agents will have reasonable access to the various locations of Coke Consolidated and its personnel, accountants, lawyers and consultants during its normal operating hours for the purpose of conducting, at KO's expense, a financial, business and legal due diligence review of Coke Consolidated and its operations. 4. CLOSING. Subject to negotiation of the definitive transaction documents and to the satisfaction of the conditions set forth therein and in this letter, the parties will use their reasonable efforts to cause the closing of the transactions contemplated by this letter (the "Closing Date") to occur on or before December 31, 1999. 5. CONFIDENTIALITY; NO DISCLOSURE OR PUBLIC ANNOUNCEMENT. No party hereto and none of their respective agents or representatives will make any disclosure or public announcement concerning the transactions contemplated hereby without the prior written approval of both KO and Coke Consolidated. Notwithstanding the prior sentence, should counsel to a party advise in writing that disclosure of any information about the transactions contemplated hereby is required by applicable law, regulation or court order, such party may make the required disclosure but only after reviewing the form, content and timing of such disclosure with the other parties and considering in good faith their input regarding such disclosures. 6. OTHER RIGHTS. Except as otherwise expressly provided in this letter, this letter shall not alter, amend, terminate or otherwise affect any rights of the parties under any other agreement or instrument to which any of them are parties. 7. NON-BINDING LETTER. This letter is not intended by the parties to constitute a contract or an offer to enter into a contract, nor to be binding upon any of the parties, nor to create any legal obligations or rights in any party with respect to Page 26 of 28 any of the matters set forth herein (other than the provisions stated in this paragraph and in paragraphs 5 and 9, which are intended to be binding and enforceable) and the parties hereto agree never to assert that the provisions hereof (other than the provisions stated in this paragraph and in paragraphs 5 and 9) were intended to create, or have created, any legal obligations or rights in any party or any other person with respect to the matters set forth herein. 8. ASSIGNMENT. No party shall assign or transfer any right or obligation hereunder whether by operation of law or otherwise without the prior written consent of the other parties. Any such attempted assignment or transfer in violation of this section shall be void and without legal effect. Notwithstanding the foregoing, KO and KO Subsidiary shall have the right to assign all or any of their rights hereunder to any direct or indirect wholly owned subsidiary of KO. 9. GOVERNING LAW. This letter and the proposed transactions shall be governed by the law of the State of Delaware without regard to the principles of conflict of law. 10. MISCELLANEOUS. Headings are provided for the convenience of the parties and shall not be deemed to have any interpretive meaning. [Remainder of page intentionally left blank] Page 27 of 28 We look forward to working together to negotiate and close the transactions described in this letter as soon as possible. Kindly indicate you agreement to the provisions of this letter by signing and returning to me at you earliest convenience by facsimile to (404) 676-6275. Cordially, THE COCA-COLA COMPANY By: /s/ LAWRENCE R. COWART ----------------------- Lawrence R. Cowart Vice President & Director of Business Development CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC. By: /s/ LAWRENCE R. COWART ----------------------- Lawrence R. Cowart, President Read and accepted this 5th day of November, 1999 PIEDMONT COCA-COLA BOTTLING PARTNERSHIP By: Coca-Cola Bottling Co. Consolidated, as Managing Agent By: /s/DAVID V.SINGER ----------------------- David V. Singer Vice President and Chief Financial Officer COCA-COLA BOTTLING CO. CONSOLIDATED By: /s/ DAVID V. SINGER ----------------------- David V. Singer Vice President and Chief Financial Officer COCA-COLA VENTURES, INC. By: /s/ DAVID V. SINGER ----------------------- David V. Singer Vice President and Chief Financial Officer Page 28 of 28 -----END PRIVACY-ENHANCED MESSAGE-----