Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COCA-COLA BOTTLING CO. CONSOLIDATED
(Exact name of registrant as specified in its charter)
Delaware | 56-0950585 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer | |
Identification Number) |
4100 Coca-Cola Plaza
Charlotte, North Carolina 28211
(704) 557-4400
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
James E. Harris
Senior Vice President, Shared Services and Chief Financial Officer
Coca-Cola Bottling Co. Consolidated
4100 Coca-Cola Plaza
Charlotte, North Carolina 28211
(704) 557-4400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:Sean M. Jones,
E. Beauregarde Fisher III, Esq.Michael J. Denny,
Dumont Clarke IV, Esq.K&L Gates LLPHearst Tower, 47th Floor214
Moore & Van Allen PLLC
100 North Tryon Street,
Suite 4700
Charlotte, North Carolina 28202
28202-4003
(704) 331-7400
Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this registration statement.
If the only securities being registered on this formForm are being offered pursuant to dividend or interest reinvestment plans, please check the following box.o¨
If any of the securities being registered on this formForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box.x
If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o¨
If this formForm is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.o¨
If this formForm is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.o¨
Indicate by check mark ifwhether the registrant is a large accelerated filer, an accelerated file,filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting companycompany” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ||||||
Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
Proposed | Proposed | |||||||||||||||||||||
Title of each class | Amount | maximum | maximum | Amount of | ||||||||||||||||||
of securities to | to be | offering | aggregate | registration | ||||||||||||||||||
be registered | registered (1) | price per unit (1) | offering price (1) | fee | ||||||||||||||||||
Debt Securities (2) | ||||||||||||||||||||||
Preferred Stock (3) | ||||||||||||||||||||||
Common Stock (4) | ||||||||||||||||||||||
Class C Common Stock (5) | ||||||||||||||||||||||
Total | $ | 300,000,000 | (6) | |||||||||||||||||||
Title of each class of securities to be registered | Amount to be registered (1)(2)(3) | Proposed maximum offering price per unit (1) | Proposed maximum aggregate offering price (1)(2)(3) | Amount of registration fee (1) | ||||
Debt Securities (4) | ||||||||
Preferred Stock (5) | ||||||||
Common Stock (6) | ||||||||
Class C Common Stock (7) | ||||||||
Total | $500,000,000 | $64,400 (8) | ||||||
(1) | Not specified as to each class of securities to be registered pursuant to General Instruction II.D. of Form S-3. |
(2) | There is being registered hereunder an indeterminate amount of securities as may at various times be issued at indeterminate prices, with an aggregate public offering price not to exceed |
(3) | Pursuant to Rule |
(4) | There is being registered hereunder such indeterminate principal amount of debt securities as may from time to time be issued at indeterminate prices. If any debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate initial offering price for such securities not to exceed |
(5) | There is being registered hereunder such indeterminate number of shares of convertible preferred stock, par value |
(6) | There is being registered hereunder such indeterminate number of shares of common stock, par value $1.00 per share, as may from time to time be issued at indeterminate prices, including common stock issuable upon conversion or exchange of debt securities or preferred stock. |
(7) | There is being registered hereunder such indeterminate number of shares of Class C common stock, par value $1.00 per share, as may from time to time be issued at indeterminate prices, including Class C common stock issuable upon conversion or exchange of debt securities or preferred stock. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance withSection 8(a) of the Securities Act of 1933 or until the Registration Statementregistration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 24, 2008
PROSPECTUS
Coca-Cola Bottling Co. Consolidated
$300,000,000
Debt Securities
Preferred Stock
Common Stockand
Class C Common Stock
We may use this prospectus to offer and sell from time to time, together or separately, onedebt securities, preferred stock, common stock and Class C common stock. The debt securities and preferred stock may be convertible into or moreexchangeable for common stock or Class C common stock or other of the following types of securities:
We will provide information in the applicable prospectus supplement regarding the listing ofmay offer and sell these securities on any securities exchange.
You should read this prospectus, any prospectus supplement and any related free writing prospectus carefully before you invest. See “Risk Factors” on page 1 before you make your investment.
Investing in our securities involves risks. You should carefully consider the risks described under “Risk Factors” on page 2 of this prospectus, as well as the other information contained or incorporated by reference in this prospectus, any prospectus supplement and any related free writing prospectus, before making a decision to invest in our securities.
Our principal executive offices are located at 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211, and our telephone number at that location is (704) 557-4400.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is November , 2008.
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This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC,the “SEC,” using a “shelf” registration process. Under this process, we may offer and sell from time to time sell any combination of the securities described in this prospectus in one or more offerings up to a totalan aggregate dollar amount of $300,000,000$500,000,000, or the equivalent of this amount in foreign currencies or foreign currency units.
This prospectus provides you with only a general description of the securities we may offer.offer and sell. Each time we sell securities pursuant to this prospectus, we will provide a supplement to this prospectus supplementand, if applicable, a free writing prospectus that will contain specific information about the offering and the terms of the securities.particular securities to be offered. The prospectus supplement and any related free writing prospectus may also may add, update or change information contained in this prospectus. You should read bothIf there is any inconsistency between the information in this prospectus and in any prospectus supplement or free writing prospectus, you should rely on the information in that prospectus supplement or free writing prospectus, as applicable. You should carefully read this prospectus, any prospectus supplement and any related free writing prospectus, together with the additional information described under the headingsheading “Where You Can Find More Information”Information.”
The registration statement of which this prospectus is a part, including the exhibits to the registration statement, provides additional information about us and “Incorporationthe securities. Wherever references are made in this prospectus to information that will be included in a prospectus supplement, to the extent permitted by applicable law, rules or regulations, we may instead include such information or add, update or change the information contained in this prospectus by means of Informationa post-effective amendment to the registration statement of which this prospectus is a part, through filings we make with the SEC that are incorporated by Reference.reference in this prospectus or by any other method as may then be permitted under applicable law, rules or regulations. The registration statement, including the exhibits to the registration statement and any post-effective amendment thereto, can be obtained from the SEC, as described under the heading “Where You Can Find More Information.”
You should rely only on the information contained or incorporated by reference or provided in this prospectus, the related prospectus supplement and any accompanying prospectus supplement.related free writing prospectus. We have not authorized anyone to provide you with different information. We are not making an offer ofto sell these securities in any statejurisdiction where the offer or sale is not permitted.
Except as otherwise indicated or unless the context requires otherwise, all references in this prospectus to the “Company,” “we,” “us,” “our” and “our”similar terms refer to Coca-Cola Bottling Co. Consolidated and itits consolidated subsidiaries.
Investing in our securities involves risk. Seerisks. Before making an investment decision, you should carefully consider the risk factors describeddiscussion of risks and uncertainties under the heading “Risk Factors” contained in any applicable prospectus supplement and any related free writing prospectus, and under similar headings in our most recent Annual Report on Form 10-K (together with any material changes thereto contained in subsequentsubsequently filed Quarterly Reports on Form 10-Q) and those contained in our other filings with the SEC, for our most recent fiscal year, which are incorporated by reference in this prospectusprospectus. Additional risks and any accompanying prospectus supplement. Before making an investment decision, you should carefully consider these risks as well as other informationuncertainties not presently known to us or that we include or incorporate by reference in this prospectus and any prospectus supplement. These riskscurrently deem immaterial could materially affect our business, results of operations or financial conditionposition and cause the value of our securities to decline. You could lose all or part of your investment.
This prospectus includingand the informationdocuments incorporated by reference herein,in this prospectus, as well as information included in or incorporated by reference from, future filings by us with the SEC as well asand information contained in written material, pressnews releases and oral statements issued by us or on our behalf contains, or may contain certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act.Act of 1934, as amended (the “Exchange Act”). Such “forward-looking statements”forward-looking statements include information relating to, among other matters, our future prospects, developments and business strategies for our operations.operations, including statements regarding our ongoing work on agreements for the proposed territory expansion that is described in the Letter of Intent, dated as of April 15, 2013, with The Coca-Cola Company that we believe will provide us with the opportunity for growth in contiguous territories where we can leverage our current infrastructure and operational capabilities. These forward-looking statements are identified by the use of terms and phraseswords such as “expect,” “estimate,” “project,” “believe,” “intend,” “anticipate,” and similar terms and phrases. Suchexpressions. These forward-looking statements are contained in various sections of this prospectus and in the documents incorporated herein by reference. These statements are based on certain assumptionscurrently available competitive, financial and analyses made by useconomic data along with our operating plans and are subject to future events and uncertainties that could cause anticipated events not to occur or actual results to differ materially from historical or anticipated results. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from the projected results and expectations discussed. Among the events or uncertainties which could adversely affect future periods are: lower than expected selling pricing resulting from increased marketplace competition; changes in lighthow significant customers market or promote our products; changes in our top customer relationships; changes in public and consumer preferences related to nonalcoholic beverages; unfavorable changes in the general economy; miscalculation of our experience and perceptionneed for infrastructure investment; our inability to meet requirements under beverage agreements; material changes in the performance requirements for marketing funding support or our inability to meet such requirements; decreases from historic levels of historical trends, current conditions, expected future developmentsmarketing funding support; changes inThe Coca-Cola Company’s and other factors we believe are appropriate underbeverage companies’ levels of advertising, marketing and spending on brand innovation; the circumstances,inability of our aluminum can or plastic bottle suppliers to meet our purchase requirements; our inability to offset higher raw material costs with higher selling prices, increased bottle/can sales volume or reduced expenses; sustained increases in fuel costs or our inability to secure adequate supplies of fuel; sustained increases in workers’ compensation, employment practices and involvevehicle accident claims costs; sustained increases in the cost of employee benefits; product liability claims or product recalls; technology failures; changes in interest rates; the impact of debt levels on operating flexibility and access to capital and credit markets; adverse changes in our credit rating (whether as a result of our operations or prospects or as a result of those ofThe Coca-Cola Company or other bottlers in the Coca-Cola system); changes in legal contingencies; legislative changes affecting our distribution and packaging; adoption of significant product labeling or warning requirements; additional taxes resulting from tax audits; natural disasters and unfavorable weather; global climate change or legal or regulatory responses to such change; issues surrounding labor relations; bottler system disputes; our use of estimates and assumptions; changes in accounting standards; impact of obesity and health concerns on product demand; public policy challenges regarding the sale of soft drinks in schools; the impact of volatility in the financial markets on access to the credit markets; the impact of acquisitions of bottlers by their franchisors; and the concentration of our capital stock ownership. Additional information regarding the risks and uncertainties thatwhich may cause actual future activitiesaffect our business operations and results of operations tofinancial performance can be materially different from those suggested or described in this prospectus or in such other documents. These risks include, but are not limited to the risks described in the “Risk Factors” section above and other risks described from time to timefound in our filings with the SEC. Investors are cautioned thatWe undertake no obligation to publicly update or revise any suchforward-looking statements, are not guaranteeswhether as a result of new information, future performance. Should oneevents or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected.
1otherwise, except as required by applicable law.
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Unless we state otherwise set forth in any accompanyingthe applicable prospectus supplement, we expect towill use the net proceeds from the sale of the securities offered by this prospectus and any accompanyingthe applicable prospectus supplement for general corporate purposes. General corporate purposes, which may include, but are not limited to, the redemption and repayment of debt,outstanding indebtedness, investments in or extensions of credit to our subsidiaries, the financing of future acquisitions or capital expenditures, and working capital. The
We may temporarily invest any net proceeds prior to their use for the above purposes in U.S. government or agency obligations, commercial paper, money market funds, taxable and tax-exempt notes and bonds,variable-rate demand obligations, short-term investment grade securities, bank certificates of deposit or repurchase agreements collateralized by U.S. government or agency obligations. We may also may be invested temporarily or applied to repay short-term debt until they are used for their stated purpose.
The following table sets forth our consolidated ratio of earnings to fixed charges for each period indicated.
Fiscal Year Ended December (1) | ||||||||||||
Nine Months Ended | ||||||||||||
September 28, 2008 | 2007 | 2006 | 2005 | 2004 | 2003 | |||||||
Ratio of Earnings to Fixed Charges (1) | 1.52x | 1.65x | 1.65x | 1.84x | 1.88x | 1.92x |
Quarter Ended | Fiscal Year (1) | |||||||||||||||||||||||||||
March 30, 2014 | March 31, 2013 | 2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||||||||
Ratio of Earnings to Fixed Charges | 1.61 | 2.01 | 2.38 | 2.42 | 2.36 | 2.65 | 2.46 |
(1) |
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The following description sets forth general terms and provisions of the debt securities that we may offer under this prospectus. We will provide additional terms of the debt securities in the applicable prospectus supplement.
The debt securities which we may offer under this prospectus will be issued under an indenture, dated as of July 20, 1994, between us and NationsBank of Georgia, National Association, as trustee, as amended, supplemented and restated in its entirety by a supplemental indenture, dated as of March 3, 1995, between us and NationsBank of Georgia, National Association. All references inWe refer to this prospectus and in the accompanying prospectus supplement to the “indenture” are to the indenture, as so supplemented.amended, supplemented and restated in its entirety, as the “Indenture.” By mutual agreement among the parties involved, as of September 15, 1995, Citibank, N.A. succeeded to all of the rights, powers, duties and obligations of NationsBank of Georgia, N.A., as trustee under the indenture.Indenture. On January 15, 2007, The Bank of New York Mellon Trust Company, N.A. succeeded to all of the rights, powers, duties and obligations of Citibank, N.A., as trustee under the indenture.Indenture. All references in this prospectus andor in the accompanyingany applicable prospectus supplement to the “trustee”“trustee” refer to The Bank of New York Mellon Trust Company, N.A. andor to any other entity that may subsequently may replace The Bank of New York Mellon Trust Company, N.A., as trustee under the indenture.
The following summariesdescription summarizes some of certainthe provisions of the indenture are not complete. These summaries are qualified in their entirety by reference to allIndenture, including definitions of provisionssome of the indenture includingmore important terms therein. However, we have not described every aspect of the debt securities. You should refer to the actual Indenture for a complete description of its provisions and the definitions of terms used in it, because the indenture. The indenture is filed as an exhibit to the registration statement of which this prospectus is a part. We urge you to read the indenture because it,Indenture, and not this description, defineswill define your rights as a holder of the debt securities.
When used in this section, the terms the “Company,” “we,” “our”“us,” and “us”“our” refer solely to Coca-Cola Bottling Co. Consolidated and not to its consolidated subsidiaries.
General
The indentureIndenture does not limit the aggregate principal amount of debt securities that we may issue. We may issue debt securities (in one or more series) up to the principal amount authorized by us from time to time for each such series. The debt securities will be our unsecured obligations of us and will rank equally and ratably with all of our other existing and future unsecured and unsubordinated indebtedness.
The particular terms of each issue of debt securities, as well as any modifications or additions to the general terms of the Indenture applicable to the issue of debt securities, will be described in an accompanyingthe applicable prospectus supplement for any seriessupplement. This description will contain all or some of debt securities with respect to which this prospectus is being delivered are:
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each office or agency where the offered | |||
We may issue discount securities.debt securities as Original issue discount securitiesIssue Discount Securities. Original Issue Discount Securities bear no interest or bear interest at a below-market rate and will be sold at a substantial discount below their stated principal amount. Special federal income tax considerations applicable to any debt securities issued at an original issue discount, including original issue discount securities,Original Issue Discount Securities, will be described in the accompanyingapplicable prospectus supplement relating thereto.supplement. Persons considering the purchase, ownership or disposition of any original issue discount securitiesOriginal Issue Discount Securities should consult their own tax advisors concerning the United States Federalany special federal income tax or other consequences applicable to them with regard to such purchase, ownership or disposition in light of their particular situations,the debt securities, as well as any consequences arising under the laws of any other taxing jurisdiction.
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Debt securities of a given series will be issued only in fullydefinitive registered form without coupons in denominations of $1,000 and integral multiples thereof, unless otherwise specified in the relatedapplicable prospectus supplement.
Debt securities may be presented for registration of transfer or for exchange (duly endorsed or accompanied by a written instrument of transfer duly executed), at the office of the security registrar or at the office of any transfer agent designated by us for any series of debt securities and referred to in the applicable prospectus supplement. Such transfer or exchange will be made without service charge and upon payment of any taxes and other governmental charges as described in the indenture.Indenture. The Indenture names the trustee isas the initial security registrar.
If aany applicable prospectus supplement states that we have designated any transfer agents (in addition to the security registrar) with respect to any series of debt securities, we may at any time rescind the designation of such transfer agent(s) or approve a change in the location through which such transfer agent(s) act. We, however, will be required to maintain a transfer agent in each place where the principal and anyof (and premium, if any) and interest in respect of any such series are payable. We may at any time designate additional transfer agents with respect to any series of debt securities.
If we redeem debt securities of any series, we will not be required to (A) issue, register the transfer of or exchange debt securities of such series during a period beginning at the opening of business 15 days before the
mailing of the applicable notice of redemption and ending at the close of business on the day of such mailing, or (B) register the transfer of or exchange any debt security, or portion thereof, calledselected for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part.
Payment and Paying Agents
Payment of principal of and any(and premium, if any) and interest on debt securities will be made at the office of a paying agent or paying agents designated by us from time to time. We also may elect to pay interest by check mailed to the address of the person entitled thereto as such address appears in the security register. We will pay any interest due on debt securities on any interest payment date to the person in whose name such debt security is registered at the close of business on the regular record date for such interest.
The principal office of the paying agent will be designated as our paying agent for payments with respect to debt securities. Any other paying agents initially designated by us for the debt securities will be named in an applicable prospectus supplement. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place where principal and any premium or interest in respect of such series of debt securities are payable.
All moneys paid by us to the trustee or a paying agent for the payment of the principal of and any(and premium, orif any) and interest on any debt security which remain unclaimed for two years after such amounts have become due and payable may be paid to us. Thereafter, the holder of such debt security, as a general unsecured creditor, may look only to us for payment of such amounts.
Global Securities
The debt securities of any series may be issued in the form of one or more fully registered securities in global form, a “global security.“global security.” Any such global security will be deposited with, or on behalf of, a depositary identified in the prospectus supplement relating to such series. Such global securities will be issued in a denomination or aggregate denominations in an amount equal to the aggregate principal amount of all outstanding debt securities of the series represented by such global security or securities. Unless and until it is exchanged in whole or in part for debt securities in definitive registered form, a global security may not be transferred except as a whole by the depositary for such global security to (A) a nominee of such depositary (or between such nominees) or (B) to a successor of such depositary or a nominee of such successor depositary.
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Upon the issuance of a global security, and the deposit of such global security with or on behalf of the applicable depositary, such depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of the individual debt securities represented by such global security to the accounts of institutions that have accounts with such depositary or its nominee (“participants”participants”). Such accounts will be designated (A) by the underwriters or agents for such debt securities or (B) by us, if such debt securities are offered and sold directly by us. Ownership of beneficial interests in such global security will be limited to participants or persons that may hold interests through participants. The beneficial interests of participants in such global security will be shown on, and the transfer of such ownership interest will be effected only through, records maintained by the depositary or its nominee for such global security. The ownership of beneficial interests in such global security by persons that hold through participants will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by such participant. The laws of some states may require that certain purchasers of securities take physical delivery of such securities in definitive form. The limitations imposed by these laws may impair the ability of owners to transfer beneficial interests in a global security.
So long as the depositary for a global security, or its nominee, is the registered owner or holder of such global security, such depositary or such nominee, as the case may be, will be considered the sole owner or holder of the individual debt securities represented by such global security for all purposes under the indenture.Indenture. Except as set forth below, owners of beneficial interests in a global security will not be entitled to have any of the individual debt securities of the series represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of debt securities of such series in definitive form and will not be considered the holders thereof for any purposes under the indenture.Indenture. Accordingly, each person owning a beneficial interest in such global security must rely on the procedures of the depositary and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the indenture.Indenture. The indentureIndenture provides that the depositary may grant proxies and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a holder is entitled to give or take under the indenture.Indenture. We understand that, under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in such global security desires to give any notice or take any action that a holder is entitled to give or take under the indenture,Indenture, the depositary would authorize the participants to give such notice or take such action, and participants would authorize beneficial owners owning through such participants to give such notice or take such action or would otherwise act upon the instructions of beneficial owners who own through them.
Principal, premium, if any, and interest payments on individual debt securities represented by a global security held by a depositary or its nominee will be made by us to the depositary or its nominee, as the case may be, as the registered owner of such global security. None of we, the trustee or any paying agent for such debt securities will have any responsibility or liability for any aspect of the records of the depositary or any nominee or participant relating to, or payments made on account of, beneficial ownership interests in any such global security or securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
We understand that, under existing industry practices, the depositary for a series of debt securities or its nominee, upon receipt of any payment of principal, premium or interest with respect to a definitive global security representing any of such debt securities, will credit immediately participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global security as shown on the records of the depositary or its nominee. We also expect that payments by participants to owners of beneficial interests in such global security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participants.
If the depositary for a series of debt securities is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by us within 90 days, we will issue individual debt securities of such series in definitive form in exchange for the global security or securities representing such series of debt securities. In addition, we may at any time and in our sole discretion (subject to any limitations described in the prospectus
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Further, if we so specify with respect to the debt securities of a series, an owner of a beneficial interest in a global security representing debt securities of such series may, on terms acceptable to us and to the depositary for such global security, receive debt securities of such series in definitive form. In any such instance, an owner of a beneficial interest in a global security will be entitled to have debt securities of the series represented by such global security equal in principal amount to such beneficial interest registered in such owner’s name and will be entitled to physical delivery of such debt securities in definitive form. Any debt securities so issued in definitive form will, except as set forth in the applicable prospectus supplement, be issued in denominations of $1,000 and integral multiples thereof and will be issued in registered form only without coupons.
Certain Covenants with Respect to Debt Securities
Certain Definitions Applicable to CovenantsCovenants::
Restrictions on Debt
We:
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The above restrictionsdo notapply to any of the following, which will be excluded from Debt in any computation under such restrictions:
Debt secured by Mortgages in favor of us or a Restricted Subsidiary and unsecured Debt payable to us or a Restricted Subsidiary; | |||
In addition, the above restrictions do not apply to any issuance of preferred stock by a Restricted Subsidiary to us or another Restricted Subsidiary, provided that such preferred stock shall not thereafter be transferable to any person other than us or a Restricted Subsidiary.
Restrictions on Sales and Leasebacks
Neither we nor any Restricted Subsidiary may enter into any sale and leaseback transaction involving any Principal Property, unless, after giving effect to such transaction, the aggregate amount of all our Attributable Debt and that of our Restricted Subsidiaries with respect to all such transactions plus all Debt to which the covenant described in “—Restrictions on Debt” is applicable would not exceed 10% of Consolidated Net Tangible Assets.
This restriction does not apply to any of the following (which shall be excluded in any computation of Attributable Debt under such restriction) Attributable Debt with respect to any sale and leaseback transaction if:
the lease is for a period not in excess of three years, including renewal rights; | |||
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Debt or that of a Restricted Subsidiary) delivered within such 180-day period to the applicable trustee for retirement and cancellation, and (2) the principal amount of any other Funded Debt voluntarily retired within such 180-day period. |
Consolidation, Merger, and SaleConveyance or Transfer of Assets
The indentureIndenture provides that we shall not consolidate with or merge into, or transfer or convey all or substantially all of our assets to, any person unless:
that person (including the successor corporation) assumes by supplemental indenture all of our obligations on debt securities outstanding at that time; and | |||
The indentureIndenture further provides that no such consolidation or merger of us with or into any other corporation and no conveyance or transfer of all or substantially all of our property to any person may be made if, as a result, any of our Principal Property or that of any Restricted Subsidiary would become subject to a Mortgage which is not expressly excluded from the restrictions or permitted by the provisions described under “—Certain Covenants with Respect to Debt Securities—Restrictions on Debt” unless the debt securities are secured equally and ratably with (or, at our option, prior to) the Debt secured by such Mortgage by a lien upon such Principal Property.
Events of Default and Remedies
The indentureIndenture defines an “Event of Default” whenever used therein with respect to debt securities of any series as one or more of the following events:
default in the payment of interest, if any, on debt securities of such series for 30 days after becoming due; | |||
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If any Event of Default described above shall occur and be continuing, then either the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of that series may declare the principal amount of all of the offered debt securities to be due and payable immediately.
The indentureIndenture provides that the trustee, within 90 days after the occurrence of a default with respect to any series of debt securities, shall notify the holders of debt securities of that series of all uncured defaults known to
it (the term default to mean any event specified above which is, or after notice or lapse of time or both would become, an Event of Default with respect to the offered debt securities). Except, however, in the case of default in the payment of the principal of (or premium, if any) or interest on any debt securities or in the payment of any sinking fund installment with respect to the offered debt securities, the trustee is permitted to withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the holders of debt securities.
We are required annually to furnish the trustee with a certificate by certain of our officers stating whether or not, to the best of their knowledge, we are in default in the fulfillment of our covenants under the indenture.Indenture. If there has been a default in the fulfillment of any such covenant, the certificate must specify the nature and status of each such default.
The holders of a majority in principal amount of the outstanding offered debt securities (voting as one class) will have the right, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the offered debt securities, and to waive certain defaults.
The indentureIndenture provides that, if an Event of Default shall occur and be continuing, the trustee shall exercise such of its rights and powers under the indenture,Indenture, and use the same degree of care and skill in theirits exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indentureIndenture at the request or direction of any of the holders of debt securities, unless such holders first offer to the trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
Discharge, Defeasance and Covenant Defeasance
The accompanyingapplicable prospectus supplement will state whether any defeasance provision will apply to any offered debt securities which are the subject thereof.
The indentureIndenture provides, if such provision is made applicable to the debt securities of any series, that we may elect either:
upon the deposit with the trustee (or other qualifying trustee), in trust for such purpose, of money and/or U.S. government obligations which, through the payment of principal and interest in accordance with their terms, will provide money in an amount sufficient to pay the principal of and interest, if any, on such debt securities, and any mandatory sinking fund or analogous payments thereon, on the scheduled due dates for such payments. In the case
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manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred. Such opinion, in the case of defeasance under the first bullet point above, must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable federal income tax law occurring after the date of the indenture.Indenture. The accompanyingapplicable prospectus supplement may further describe the provisions, if any, permitting such defeasance or covenant defeasance with respect to the debt securities of a particular series.
Modification
Modification and amendments of the indentureIndenture may be made by us and the trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities issued under the indentureIndenture which are affected by the modification or amendment, provided that no such modification or amendment may, without the consent of each holder of any debt security affected thereby:
The Trustee
The Bank of New York Mellon Trust Company, N.A. is the trustee under the indenture.Indenture. Its parent, The Bank of New York Mellon Corporation, has, and certain of its affiliates may from time to time have, banking and other relationships with us and certain of our affiliates.
The trustee may from time to time make loans to us and perform other services for us in the normal course of business. Under the provisions of the Trust Indenture Act of 1939, as amended which we refer to as the “Trust(the “Trust Indenture ActAct”),” upon the occurrence of a default under an indenture, if a trustee has a conflicting interest (as defined in the Trust Indenture Act), the trustee must, within 90 days, either eliminate such conflicting interest or resign. Under the provisions of the Trust Indenture Act, an indenture trustee shall be deemed to have a conflicting interest, among other things, if the trustee is a creditor of the obligor. If the trustee fails either to eliminate the conflicting interest or to resign within 10 days after the expiration of such 90-day period, the trustee is required to notify security holders to this effect and any security holder who has been a bona fide holder for at least six months may petition the court to remove the trustee and to appoint a successor trustee.
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The Indenture is, and the debt securities issued under the indenture and the indenture for all purposes shallthereunder will be, governed by, and construed in accordance with, the laws of the State of New York.
Under our restated certificateRestated Certificate of incorporation,Incorporation (the “Restated Certificate of Incorporation”), our board of directors (without any further vote or action by our stockholders) may authorize the issuance, in one or more series, of up to:
50,000 shares | |||
Our board of directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of preferred stock in series and to fix the number of shares included in such series and the designation, relative powers, preferences and rights, and the qualifications, limitations or restrictions applicable to each series of preferred stock by resolution authorizing the issuance of such series.thereof. As of the date of this prospectus, there were no shares of preferred stock issued and outstanding.
The description below sets forthsummarizes certain general terms and provisions of each of the three classes of our preferred stock to which a prospectus supplementwe may relate. The specific termsoffer under this prospectus. However, we have not described every aspect of any series of preferred stock in respect of which this prospectus is being delivered will be described in the accompanying prospectus supplement relating to such offered preferred stock. The following summaries of certain provisions governing our preferred stock are not complete. These summaries are subject to, and are qualified in their entirety by reference to, our restated certificatethe Restated Certificate of incorporationIncorporation and the certificate of designations relating to each particular series of offered preferred stock, which will be filed with the SEC (and incorporated by reference in the registration statement) in connection with such offered preferred stock.
General
The offered preferred stock, when issued in accordance with the terms of our restated certificatethe Restated Certificate of incorporationIncorporation and of the applicable certificate of designations and as described in the applicable prospectus supplement, will be fully paid and non-assessable.
To the extent not fixed in our restated certificatethe Restated Certificate of incorporation,Incorporation, the relative rights, preferences, powers, qualifications, limitations or restrictions of the offered preferred stock of any series will be as fixed by our board of directors pursuant to a certificate of designations relating to such series. The prospectus supplement relating to the offered preferred stock of each such series shall specify the terms thereof, including:
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Dividends
Holders of any series of offered preferred stock will be entitled to receive cash dividends when, as and if declared by our board of directors out of our funds legally available therefor, at such rate and on such dates as will be set forth in the applicable prospectus supplement. Each dividend will be payable to holders of record as they appear on our stock books on the record date fixed by our board of directors. Dividends, if cumulative, will be cumulative from and after the date set forth in the applicable prospectus supplement.
Liquidation Rights
The Restated Certificate of incorporationIncorporation provides that, in the event of our liquidation or dissolution, or a winding up of our affairs, whether voluntary or involuntary, or in the event of our merger or consolidation, no distributions will be made to holders of any class of our common stock until after payment or provision for payment of our debts or liabilities and any amounts to which holders of shares of any class of our preferred stock shall be entitled. The applicable prospectus supplement will specify the amount and type of distributions to which the holders of any series of offered preferred stock would be entitled upon the occurrence of any such event.
Redemption
If so stated in the applicable prospectus supplement, the offered preferred stock will be redeemable in whole or in part at our option, at the times, at the redemption prices and in accordance with any additional terms and conditions set forth in the prospectus supplement.
Voting Rights
Except as expressly required by applicable law, the holders of any series of offered preferred stock will not be entitled to vote on any matter submitted for approval by our shareholders.
Conversion
If shares of the offered preferred stock are convertible into any other class of our securities, the accompanyingapplicable prospectus supplement will set forth the applicable terms and conditions relating to such conversion.
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General
We may issue under this prospectus shares of our common stock or Class C common stock, either separately or together with or upon the conversion of or in exchange for other securities. If this prospectus is being delivered in connection with such an issuance, all of the details thereof will be set forth in the accompanyingapplicable prospectus supplement.
The followingdescription below summarizes certain general terms and provisions of our common stock and Class C common stock which we may offer under this prospectus, as well as certain general terms and conditions of our Class B common stock, which will not be offered under this prospectus. However, we have not described every aspect of the common stock, Class B common stock or Class C common stock. These summaries are not complete and are subject to, and are qualified in their entirety by reference to, the following documents: (A) our restated certificatethe Restated Certificate of incorporation;Incorporation; (B) our bylaws, as amended to date;Amended and Restated Bylaws (the “Bylaws”); and (C) the certificate of designations filed by us with respect to shares of any series of preferred stock which may be issued subsequent to the date of this prospectus (and as described in any applicable prospectus supplement). Copies of each of our restated certificatethe Restated Certificate of incorporationIncorporation and our bylaws, as amended,the Bylaws are filed as exhibits to our Annual Report on Form 10-K.
In addition to the three classes of preferred stock described above, our authorized capital stock consists of:
10,000,000 shares of Class B common stock, par value of $1.00 per share; and | |||
As of November 19, 2008April 30, 2014, we had issued and outstanding: (i) 6,643,6777,141,447 shares of common stock and (ii) 2,499,6522,129,862 shares of Class B common stock. There areAs of the date of this prospectus, there were no outstanding shares of Class C common stock.
The outstanding shares of common stock and Class B common stock are, and any shares of common stock or Class C common stock offered herebyunder this prospectus will be, upon issuance and payment therefor in accordance with our restated certificatethe Restated Certificate of incorporationIncorporation and as described in the applicable prospectus supplement, fully paid and non-assessable.
Voting Rights
Except to the extent otherwise provided by law, holders of common stock, Class B common stock and Class C common stock vote together as a single voting group on any matters brought before our shareholders.stockholders. Holders of common stock are entitled to one (1) vote per share on all such matters, while holders of Class B common stock are entitled to twenty (20) votes per share on all such matters and holders of Class C common stock are entitled to one-twentieth (1/20) vote per share on all such matters. Neither common stock, Class B common stock nor Class C common stock possess any cumulative voting rights under our restated certificatethe Restated Certificate of incorporation.
Under our restated certificatethe Restated Certificate of incorporation,Incorporation, we may not change the relative rights, preferences, privileges, restrictions, dividend rights, voting powers or other powers of the common stock, Class B common stock or Class C common stock without approval by the holders of each class of stock adversely affected thereby (voting as a separate class). Such approval requires the affirmative vote of not less than two-thirds (2/3) of all the votes entitled to be cast by the holders of each such class of stock. In the case, however, of a proposed increase in the authorized number of shares of common stock, Class B common stock or Class C common stock, our restated
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Dividends
General.
Subject to any prior rights of holders of any then-outstanding shares of preferred stock, and to the provisions regarding relative dividend rights discussed below, holders of all three classes of our common stock are entitled to receive dividends when, as and if declared by our board of directors out of funds legally available therefor. See also “Description of Preferred Stock—Dividends”.
Relative Dividend Rights.
Holders of Class B common stock are entitled to receive such dividends, including stock dividends (if any), in such amounts and at such rates per share as may be declared by our board of directors out of funds legally available therefor;provided, however, that any such dividends may not exceed any such dividends declared and paid to holders of common stock. Holders of common stock are entitled to receive such dividends, including stock dividends (if any), in such amounts and at such rates as may be declared by our board of directors out of funds legally available therefor. Dividends declared and paid to holders of common stock may exceed any dividends declared and paid to holders of Class B common stock. A dividend of shares may be declared and paid in common stock to holders of common stock and in Class B common stock to holders of Class B common stock, if the number of shares paid per share to holders of common stock and Class B common stock are the same.
Any dividends declared and paid on common stock and Class C common stock must be equal in amount or value and may exceed, but not be less than, any such dividends declared and paid to holders of Class B common stock. Dividends of shares of common stock may be paid to holders of common stock and Class C common stock only, or to holders of all classes of our common stock if the number of shares paid per share to such holders is the same. Similarly, dividends of shares of Class B common stock may be paid to holders of common stock and Class C common stock only, or to holders of all classes of our common stock if the number of shares paid per share to such holders is the same. Dividends of shares of Class C common stock may be paid to holders of common stock and Class C common stock only, or to holders of all classes of our common stock if the number of shares paid per share to such holders is the same. Additionally, a dividend of common stock may be paid to holders of common stock simultaneously with a dividend of Class B common stock to holders of Class B common stock and a dividend of Class C common stock to holders of Class C common stock, provided that the number of shares paid per share to holders of each such class is the same.
If only shares of Class B common stock and Class C common stock are outstanding, then a dividend of shares of Class C common stock, Class B common stock or common stock may be declared and paid to holders of Class C common stock only or to holders of Class B common stock and Class C common stock if the number of shares paid per share to such holders is the same; provided that a dividend of shares of Class B common stock may be paid to holders of Class B common stock while holders of Class C common stock receive common stock or Class C common stock if the number of shares paid to such holders is the same. Additionally, if only shares of Class B common stock and Class C common stock are outstanding, a dividend of shares of common stock or Class B common stock may be declared and paid to holders of Class B common stock, provided that a dividend of shares of common stock or Class C common stock is declared and paid to holders of class C common stock and the number of shares paid per share to such holders is the same.
If only shares of common stock and Class C common stock are outstanding, then a dividend of shares of common stock, Class B common stock, or Class C common stock may be declared and paid to the holders of both common stock and Class C common stock; provided that the number of shares paid per share to such holders is the same. Additionally, if only shares of common stock and Class C common stock are outstanding, a dividend of common stock may be paid to holders of common stock and a dividend of Class C common stock paid to holders of Class C common stock if the number of shares paid per share to such holders is the same.
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Generally, holders of the common stock, Class B common stock and Class C common stock do not have any preemptive or other rights to subscribe for additional shares of any class of our capital stock. If, in the future, we take any action that gives such rights to holders of any shares of common stock, Class B common stock or Class C common stock, the terms of such rights will be described in an applicable prospectus supplement.
Liquidation Rights
The Restated Certificate of incorporationIncorporation provides that, in the event of our liquidation or dissolution, or a winding up of our affairs, whether voluntary or involuntary, or in the event of our merger or consolidation, no distributions will be made to holders of any class of our common stock until after payment or provision for payment of our debts or liabilities, plus any amounts payable to holders of shares of any then-outstanding class of preferred stock. After the we make such payments (or provisions therefor), holders of the common stock, Class B common stock and Class C common stock would be entitled to share ratably (i.e.(i.e., an equal amount of assets for each share of such stock) in the distribution of our remaining assets.
Conversion Rights
Shares of common stock and Class C common stock do not possess any conversion rights. Shares of Class B common stock are convertible, at the option of the holder and without the payment of any additional consideration to us, into shares of common stock on a one share for one share basis. Shares of Class B common stock are not convertible into shares of Class C common stock.
Transferability and Public Trading Market
There are no restrictions on the transferability of shares of common stock, Class B common stock or Class C common stock. The common stock currently trades on The NASDAQ Global Select Market under the symbol “COKE”.“COKE.” Neither the Class B common stock nor the Class C common stock is currently listed for trading on any securities exchange or authorized for quotation in an interdealer quotation system of a registered national securities association.
Other Factors
Provision Regarding Redemption or Call of Class C Common Stock.Stock
The Restated Certificate of incorporationIncorporation specifically provides that shares of the Class C common stock shall not be made subject to any redemption or call by us.
Stock Splits and Reverse Stock Splits.Splits
The Restated Certificate of incorporationIncorporation provides that, except for dividends of our stock, which are governed by the provisions described above, shares of Class B common stock outstanding at any time shall not be split up or subdivided, whether by stock distribution, reclassification, recapitalization or otherwise, so as to increase the number of shares thereof issued and outstanding, unless at the same time the shares of common stock are split up or subdivided in like manner, in order to maintain the same proportionate equity ownership (i.e.(i.e., the same proportion of shares held by each class) between the holders of common stock and Class B common stock as existed on the record date of any such transaction.
Except in the case of dividends of our stock, our restated certificatethe Restated Certificate of incorporationIncorporation also provides that, if shares of common stock and Class B common stock outstanding at any time are split or subdivided, whether by stock distribution, reclassification, recapitalization or otherwise, so as to increase the number of shares thereof issued and outstanding, then the shares of Class C common stock shall be split or subdivided in like manner, in order to maintain the same proportionate equity ownership (i.e.(i.e., the same proportion of shares held by each class)
among the holders of common stock, Class B common stock and Class C common stock as existed on the date prior to such
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In the case of reverse splits, our restated certificatethe Restated Certificate of incorporationIncorporation provides that shares of common stock outstanding at any time shall not be reverse split or combined, whether by reclassification, recapitalization or otherwise, so as to decrease the number of shares thereof issued and outstanding, unless at the same time the shares of Class B common stock are reverse split or combined in like manner in order to maintain the same proportionate ownership between the holders of common stock and Class B common stock as existed on the record date of any such transaction.
The Restated Certificate of incorporationIncorporation also provides that if shares of common stock and Class B common stock outstanding at any time are reverse split or combined, whether by reclassification, recapitalization or otherwise, so as to decrease the number of shares thereof issued and outstanding, then the shares of all other classes of our common stock also shall be reverse split or combined in like manner in order to maintain the same proportionate ownership (i.e.(i.e., the same proportion of shares held by each class) between the holders of common stock, Class B common stock and Class C common stock as existed on the date prior to the reverse split or combination. Similarly, if shares of Class C common stock are reverse split or combined in any manner, all other outstanding classes of our common stock shall be proportionately reverse split or combined.
Anti-Takeover Effects of Delaware Law
We are subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”) regulating corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time that the person became an “interested stockholder,” unless:
A “business combination” is defined generally to include mergers or consolidations between a Delaware corporation and an “interested stockholder,” transactions with an “interested stockholder” involving the assets or stock of the corporation or any majority-owned subsidiary, transactions which increase an “interested stockholder’s” percentage ownership of stock of the corporation or any majority-owned subsidiary, and receipt by the “interested stockholder” of various financial benefits provided by or through the corporation or any majority-owned subsidiary. In general, an “interested stockholder” is defined as any person or entity that is the beneficial owner of at least 15% of a corporation’s outstanding voting stock or is an affiliate or associate of the corporation and was the beneficial owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date of determination if such person is an “interested stockholder.”
A Delaware corporation may opt out of this provision with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. However, we have not opted out of this provision.
We may sell the securities being offered hereby in one or more of the following ways from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods. We may sell the securities time:
The prospectus supplement or supplementswith respect to each offering of securities will describeset forth the specific plan of distribution and the terms of the offering, including:
We may designate agents to solicit purchases for the period of their appointment and to sell securities on a continuing basis, including pursuant to “at the market offerings.”
We may offer these securities to the extent applicable:
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Underwriters and agents may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.
In order to facilitate the offering of the securities, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of these securities or any agent involvedother securities the prices of which may be used to determine payments on these securities. Specifically, the underwriters may over-allot in connection with the offering, creating a short position in the debt securities for their own accounts. In addition, to cover over-allotments or to stabilize the price of the securities or of any other securities, the underwriters may bid for, and purchase, the securities or any other securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering, if the syndicate repurchases previously
distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. The underwriters are not required to engage in these activities, and salemay suspend or terminate any of securities and we will describethese activities at any commissions we will pay the agenttime.
Underwriters named in the prospectus supplement. Unless thean applicable prospectus supplement states otherwise, our agent will actare, and dealers and agents named in an applicable prospectus supplement may be, deemed to be “underwriters” within the meaning of the Securities Act in connection with the securities offered thereby, and any discounts or commissions they receive from us and any profit on a best-efforts basis fortheir resale of the period of its appointment.
If indicated in an applicable prospectus supplement, we may authorize dealers acting as our agents to solicit offers from some institutions to purchase our securities we offer, other than common stock,at the public offering price given in that supplement under “Delayed Delivery Contracts” providing for payment and delivery on the date or dates stated in such supplement. Each contract will be new issuesfor an amount not less than, and the aggregate principal amount of securities with no established trading market. Any underwriters may make a market in these securities, butsold under the contracts will not be obligatedless nor more than, the respective amounts stated in the applicable prospectus supplement. Institutions with whom contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but will in all cases be subject to do so and may discontinueour approval. Contracts will not be subject to any market making at any time without notice. We cannot guarantee conditions except that:
One or more firms, referred to as “remarketing firms,” may also offer or sell the securities, if the applicable prospectus supplement so indicates, in connection with a remarketing arrangement upon their purchase. Remarketing firms will act as principals for any securities.
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Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. The applicable prospectus supplement may provide that the original issue date for your securities may be more or less than three scheduled business days after the trade date for your securities.
The validity of the securities offered by this prospectus will be passed upon for us by K&L Gates LLP,Moore & Van Allen PLLC, Charlotte, North Carolina. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel for underwriters, dealers or agents, if any, such counsel will be named in the prospectus supplement relating to such offering.
The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Company’s Annual Report on Form 10-K for the year ended December 29, 2013 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all the information in the registration statement. Any statement made by us in this prospectus concerning a contract, agreement or other document of ours is not necessarily complete, and you should read the documents that are filed as exhibits to the registration statement and the documents that we reference below under the caption “Information Incorporated by Reference” for a more complete understanding of the contract, agreement or other document. Each such statement is qualified in all respects by reference to the contract, agreement or other document to which it refers.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s Public Reference Room located at 100 F. Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public on the SEC’s web site athttp://www.sec.gov and at the offices of the NASDAQ Global Select Market located at 1735 K. Street, N.W., Washington, D.C. 20006.
We make available free of charge through our web site athttp://www.cokeconsolidated.com copies of the reports, proxy statements and other information we file with the SEC. The information on our web site is not a part of this prospectus or any applicable prospectus supplement.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference” information in this prospectus and any prospectus supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus and any prospectus supplement, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below that we previously filed with the SEC and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of the securities described in this prospectus (other than, in each case, documents or information deemed to have been furnished and not filed with the SEC):
(1) our Annual Report on Form 10-K for the fiscal year ended December 29, 2013;
(2) our Quarterly Report on Form 10-Q for the quarter ended March 30, 2014;
(3) our Current Report on Form 8-K filed on May 9, 2014; and
(4) the description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on January 29, 1973, including any amendment or report filed for the purpose of updating such description.
Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus or any prospectus supplement to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of any such person, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with the prospectus, excluding exhibits to a document unless an exhibit has been specifically incorporated by reference in that document. Such requests should be directed to the attention of our Corporate Secretary at the following address and telephone number:
Coca-Cola Bottling Co. Consolidated
4100 Coca-Cola Plaza
Charlotte, North Carolina 28211
Telephone: (704) 557-4400
Prospectus
COCA-COLA BOTTLING CO. CONSOLIDATED
$500,000,000
Debt Securities
Preferred Stock
Common Stock
Class C Common Stock
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. | Other Expenses of Issuance and |
The following table sets forth estimatedthe expenses, other than underwriting discounts and commissions, to be incurred by the registrant in connection with the issuance and distribution of the securities being registered other than underwriting discountsunder this registration statement. All the expenses, with the exception of the Securities and commissions.
SEC registration fee | $ | 11,790 | ||
Rating agency fees | * | |||
Printing, engraving and postage expenses | * | |||
Legal fees | * | |||
Accounting fees | * | |||
Trustee’s fees and expenses | * | |||
Miscellaneous expenses | * | |||
Total | * | |||
Securities and Exchange Commission registration fee | $ | 64,400 | ||
Legal fees and expenses | * | |||
Accounting fees and expenses | * | |||
Printing fees | * | |||
Rating agency fees | * | |||
Trustee’s fees and expenses | * | |||
Miscellaneous | * | |||
|
| |||
Total | * | |||
|
|
* | These fees and expenses will be dependent on the types of securities offered and number of offerings and, therefore, cannot be estimated at this time. |
Item 15. | Indemnification of Directors and Officers |
The Company’s bylaws provide thatregistrant is a corporation organized under the Company shall indemnify its officers and directors tolaws of the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”).
Section 102(b)(7) of the DGCL permits a corporation to include a provision in its certificate of incorporation eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, provided that such provision shall not eliminate or limit the court shall deem proper.
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Section 145 of the final disposition of such an action, suit or proceeding if the officer or director agrees to repay such amount in the event it is determined that he was not entitled to it.
The Company’s Restated Certificate of Incorporation contains a provision which eliminates,underwriting, distribution or similar agreements filed or to the fullest extent permitted under Section 102(b)(7)be filed as exhibits to this registration statement will contain provisions regarding indemnification of the DGCL,registrant’s directors and officers against certain liabilities, including liabilities under the personal liabilitySecurities Act of the Company’s directors. Section 102(b)(7) provides that a director’s personal liability may not be eliminated: (i) for any matter in respect of which such director shall be liable under Section 174 of the Delaware General Corporation Law (relating to, among other things, willful or negligent payment of prohibited dividends); (ii) for any breach of his duty of loyalty to the Company or its stockholders; (iii) for acts or omissions not in good faith or which involve intentional misconduct or
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Item 16. | Exhibits |
See the Exhibit“Exhibit Index,” which follows the signature pages to this registration statement and is herein incorporated herein by reference.
Item 17. | Undertakings |
The undersigned registrant hereby undertakes:
(1) toTo file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SECCommission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that subparagraphsparagraphs (i), (ii) and (iii) of this sectionabove do not apply if the information required to be included in a post-effective amendment by those subparagraphsparagraphs is contained in reports filed with or furnished to the SECCommission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of thisthe registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4) That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
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(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SECSecurities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or
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proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
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COCA-COLA BOTTLING CO. CONSOLIDATED | |||||
By: | |||||
/s/James E. Harris | |||||
James E. Harris | |||||
Senior Vice President, Shared Services and | |||||
Chief Financial Officer | |||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,, that each person whose signature appears below constitutes and appoints each of James E. Harris, Clifford M. Deal, III and William J. Billiard severally, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including pre- and post-effective amendments) and supplements to this registration statement and any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as any of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the datedates indicated.
Signature | Title | Date | ||||
/s/J. Frank Harrison, III J. Frank Harrison, III | Chairman of the Board of Directors, Chief Executive Officer and Director (Principal Executive Officer) | |||||
/s/ H.W. McKay Belk | Director | |||||
/s/ Alexander B. Cummings, Jr. | Director | |||||
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/s/ | ||||
Sharon A. Decker | Director | |||
/s/ William B. Elmore | Director |
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Signature | Title | Date | ||
/s/ Morgan | Director | |||
/s/ Deborah H. Everhart | Director | |||
/s/ Henry W. Flint | Director | |||
/s/ William H. Jones | Director | |||
/s/ James H. Morgan James H. Morgan | Director | May 13, 2014 | ||
/s/ John W. Murrey, III John W. Murrey, III | Director | May 13, 2014 | ||
/s/ Dennis A. Wicker Dennis A. Wicker | Director | May 13, 2014 | ||
/s/ James E. Harris James E. Harris | Senior Vice President, Shared Services and Chief Financial Officer (Principal Financial Officer) | |||
/s/William J. Billiard William J. Billiard | Vice President, and Corporate Controller (Principal Accounting Officer) |
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Exhibit | Description | ||||
1.1* | Form of Underwriting | ||||
4.1 | Restated Certificate of Incorporation of Coca-Cola Bottling Co. Consolidated (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended June 29, 2003) | ||||
4.2 | Amended and Restated Bylaws of Coca-Cola Bottling Co. Consolidated (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 10, 2007) | ||||
4.3 | Supplemental Indenture (amending, supplementing and restating in its entirety the Indenture, dated as of July 20, 1994, between Coca-Cola Bottling Co. Consolidated and NationsBank of Georgia, National Association), dated as of March 3, 1995, between | ||||
4.4* | Form of Debt | ||||
4.5* | |||||
4.6* | Form of Preferred Stock | ||||
4.7 | Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the | ||||
4.8* | Form of Class C Common Stock | ||||
5.1** | Opinion of | ||||
12.1** | Computation of Ratio of Earnings to Fixed Charges | ||||
23.1** | Consent of PricewaterhouseCoopers LLP | ||||
23.2** | Consent of Moore & Van Allen PLLC (included in Exhibit 5.1) | ||||
24.1** | Power of Attorney (included in signature | ||||
25.1** | |||||
* | To be filed, if necessary, by amendment or as an exhibit to a Current Report on Form 8-K and incorporated by reference herein. |
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** | Filed herewith. |