As filed with the Securities and Exchange Commission on May 13, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 1994
REGISTRATION NO. 33-54657
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COCA-COLA BOTTLING CO. CONSOLIDATED
(Exact
(Exact name of Registrantregistrant as specified in its charter)
| Delaware | 56-0950585 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification |
4100 Coca-Cola Plaza
Charlotte, North Carolina 28211
(704) 551-4400
(Address557-4400
(Address, including zip code, and telephone number, including area code, of Registrant'sregistrant’s principal executive offices)
DAVID V. SINGER
VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
COCA-COLA BOTTLING CO. CONSOLIDATED
1900 REXFORD ROAD
CHARLOTTE, NORTH CAROLINA
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) 551-4400
(Name,557-4400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
WITH COPIES TO:
Copies to:
E. Beauregarde Fisher III, Esq.
Dumont Clarke IV, Esq.
Moore & Van Allen PLLC
100 North Tryon Street, Suite 4700
Charlotte, North Carolina 28202-4003
(704) 331-1000
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 Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form 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 Form 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. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form 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. ¨
If this Form 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. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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 $500,000,000, or the equivalent thereof in one or more currencies or, if any debt securities are issued at any original issuance discount, such greater principal amount as shall result in an aggregate initial offering price of $500,000,000. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder. Separate consideration may or may not be received for securities that are issuable upon conversion or exchange of other securities or that are issued in units with other securities registered hereunder. |
| (3) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), |
| (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 $500,000,000 less the dollar amount of any other securities issued hereunder. |
| (5) | There is being registered hereunder such indeterminate number of shares of convertible preferred stock, par value $100.00 per share, non-convertible preferred stock, par value $100.00 per share, and preferred stock, par value $0.01 per share, as may from time to time be issued at indeterminate prices. |
| (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. |
| (8) | Calculated pursuant to Rule 457(o) under the Securities Act. |
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 with Section 8(a) of the Securities Act of 1933 OR ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A)or until the registration 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 jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 12, 1994
MAY 13, 2014
PROSPECTUS
COCA-COLA BOTTLING CO.
CONSOLIDATED
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
CLASS C COMMON STOCK
Coca-Cola Bottling Co. Consolidated (the "COMPANY"), a Delaware
corporation,
$500,000,000
Debt Securities
Preferred Stock
Common Stock
Class C Common Stock
We may use this prospectus to offer and sell from time to time, together or separately, (i)
its debt securities, ("DEBT SECURITIES"); (ii) sharespreferred stock, common stock and Class C common stock. The debt securities and preferred stock may be convertible into or exchangeable for common stock or Class C common stock or other of our securities. The aggregate initial offering price of all securities sold under this prospectus will not exceed $500,000,000, or the equivalent of this amount in foreign currencies or foreign currency units. Our common stock is listed and traded on the NASDAQ Global Select Market under the symbol “COKE.”
We may offer and sell these securities to or through one or more classesunderwriters or dealers, through one or more agents, or directly to purchasers, on a delayed or continuous basis. This prospectus provides you with a general description of its preferred stock ("PREFERRED STOCK"); (iii) shares of its Common Stock, $1.00
par value per share ("COMMON STOCK");the securities we may offer and (iv) shares of its Class C Common
Stock, $1.00 par value per share ("CLASS C COMMON STOCK") (collectively, the
"SECURITIES"), all having an aggregate initial public offering price not to
exceed $400,000,000, at prices and on terms to be determined at the time of
sale.sell. The specific terms of the particular Securities in respect of which this
Prospectus is being delivered (the "OFFERED SECURITIES")any securities to be offered will be set forthprovided in an
accompanyinga supplement to this Prospectus (the "PROSPECTUS SUPPLEMENT"),
including, whereprospectus and, if applicable, a free writing prospectus. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus.
You should read this prospectus, any prospectus supplement and any related free writing prospectus carefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.
Investing in our securities involves risks. You should carefully consider the initial public offering price thereof,risks described under “Risk Factors” on page 2 of this prospectus, as well as the net
proceedsother 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 Company,contrary is a criminal offense.
The date of this prospectus is .
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This prospectus is part of a registration statement on Form S-3 that we filed with the listing onSecurities and Exchange Commission, or the “SEC,” using a “shelf” registration process. Under this process, we may offer and sell from time to time any securities exchange, other specific
termscombination of the Offered Securities, and: (i)securities described in this prospectus in one or more offerings up to an aggregate dollar amount of $500,000,000, or the caseequivalent of Debt Securities, the
specific designation, aggregate principalthis amount original issue discount (if
any), authorized denominations, maturity, premium (if any), the rate (which may
be fixedin foreign currencies or variable), time and method of calculating payment of interest (if
any), the place or places where principal of, premium (if any) and interest (if
any) thereon will be payable and the dates for payment thereof, any terms for
redemption (either mandatory or at the optionforeign currency units.
This prospectus provides you with a general description of the Company orsecurities we may offer and sell. Each time we sell securities pursuant to this prospectus, we will provide a supplement to this prospectus and, if applicable, a free writing prospectus that will contain specific information about the holder) or
early repayment, any sinking fund provisions and any terms for conversion or
exchange into other securities of the Company and (ii) in the case of Preferred
Stock, the designation, number of shares, liquidation preference per share,
initial public offering price, dividend rate (or method of calculation thereof),
dates on which dividends shall be payable and dates from which dividends shall
accrue, any redemption or sinking fund provisions and the terms (if any) for
conversion or exchange into other securities of the Company, and (iii) in the
case of Common Stock or Class C Common Stock, the number of shares and the terms of the offeringparticular securities to be offered. The prospectus supplement and sale thereof.any related free writing prospectus may also add, update or change information contained in this prospectus. If so specifiedthere is any inconsistency between the information in this prospectus and in any prospectus supplement or free writing prospectus, you should rely on the applicable Prospectus
Supplement, Debt Securities may be issuedinformation in wholethat prospectus supplement or infree 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 heading “Where You Can Find More Information.”
The registration statement of which this prospectus is a part, inincluding the form of one
or more temporary or permanent global securities.
The Securities may be publicly offered through underwriting syndicates
represented by one or more managing underwriters, or through one or more such
firms acting alone, or through dealers. The Company may enter into an agreement
with respectexhibits to the Securitiesregistration statement, provides additional information about us and the 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 a 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 in this prospectus or by any other method as may then being offered providing forbe 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 in this prospectus, the related prospectus supplement and any related free writing prospectus. We have not authorized anyone to provide you with different information. We are not making an offer to sell these securities in any jurisdiction where the offer or sale of such
Securities to, and foris not permitted. You should not assume that the purchase and public offering thereofinformation in this prospectus, any prospectus supplement, any free writing prospectus or any document incorporated by the several
members of such syndicate or such firm or firms (the "UNDERWRITERS"). The
Securities may also be sold directly or through agents to investors. See "PLAN
OF DISTRIBUTION". The Prospectus Supplement will set forth the namesreference is accurate as of any underwriters, dealersdate other than the date on the cover page of the specific document or agents involvedthat any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference.
Except as otherwise indicated or unless the context requires otherwise, all references in this prospectus to the sale“Company,” “we,” “us,” “our” and similar terms refer to Coca-Cola Bottling Co. Consolidated and its consolidated subsidiaries.
Investing in our securities involves risks. Before making an investment decision, you should carefully consider the discussion 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 subsequently filed Quarterly Reports on Form 10-Q) and those contained in our other filings with the SEC, which are incorporated by reference in this prospectus. Additional risks and uncertainties not presently known to us or that we currently deem immaterial could materially affect our business, results of operations or financial position and cause the value of our securities to decline.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this prospectus, as well as information included in future filings by us with the SEC and information contained in written material, news releases and oral statements issued by us or on our behalf may contain “forward-looking statements” within the meaning of Section 27A of the Securities in
respectAct of which this Prospectus is being delivered, any applicable fee,
commission or discount arrangements with them1933, as amended (the “Securities Act”), and the resulting net proceeds to
the Company.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF OFFERED SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS OCTOBER , 1994.
NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT
DELIVERED HEREWITH AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY
UNDERWRITER, DEALER, OR AGENT. THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH THE OFFER OR SOLICITATION IS
NOT AUTHORIZED OR IN WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirementsSection 21E of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"“Exchange Act”),. Such forward-looking statements include information relating to, among other matters, our future prospects, developments and business strategies for our operations, including statements regarding our ongoing work on agreements for the proposed territory expansion that is described in accordance
therewith files reportsthe 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 words such as “expect,” “estimate,” “project,” “believe,” “intend,” “anticipate,” and similar expressions. These forward-looking statements are based on currently available competitive, financial and economic 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 how 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 need 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 marketing funding support; changes inThe Coca-Cola Company’s and other beverage companies’ levels of advertising, marketing and spending on brand innovation; the 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 vehicle 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 which may affect our business operations and financial performance can be found in our filings with the Securities and Exchange
Commission (the "COMMISSION"). Such reports, proxySEC. We undertake no obligation to publicly update or revise any forward-looking statements, and otherwhether as a result of new information, filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at its Regional Offices located at 7
World Trade Center, Thirteenth Floor, New York, New York 10048 and at
Northwestern Atrium Center, 500 W. Madison Street, Chicago, Illinois 60661.
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits thereto, the "REGISTRATION
STATEMENT") under the Securities Act of 1933, as amended (the "SECURITIES ACT"),
with respect to the Offered Securities. This Prospectus does not contain all of
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any document
referred to are not necessarily complete, and in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statementfuture events or otherwise, filed with the Commission. Each such statement is
qualified in all respects by such reference. For further information pertaining
to the Company and the Securities, reference is made to the Registration
Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission (File No. 0-9286) are incorporated herein by reference and made a
part hereof: (i) the Company's Annual Report on Form 10-K for the fiscal year
ended January 2, 1994; (ii) the Company's Quarterly Reports on Form 10-Q for the
quarters ended April 3, 1994 and July 3, 1994; and (iii) the Company's Current
Report on Form 8-K dated May 18, 1994.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Securities shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, in a Prospectus Supplement or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
THErequired by applicable law.
OUR COMPANY WILL FURNISH, WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, TO
EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, INCLUDING ANY BENEFICIAL
OWNER, A COPY OF ANY OR ALL OF THE DOCUMENTS THAT HAVE BEEN OR MAY BE
INCORPORATED HEREIN BY REFERENCE OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE THEREIN). REQUESTS FOR
SUCH COPIES SHOULD BE DIRECTED TO DAVID V. SINGER, VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER, COCA-COLA BOTTLING CO. CONSOLIDATED, 1900 REXFORD ROAD,
CHARLOTTE, NORTH CAROLINA 28211 (TELEPHONE 704-551-4400).
2
THE COMPANY
The Company is engaged in the production, marketing
Coca-Cola Bottling Co. Consolidated produces, markets and distribution of
carbonated soft drinks,distributes nonalcoholic beverages, primarily products of The Coca-Cola Company, Atlanta,
Georgia ("THE COCA-COLA COMPANY"). The Company (including its subsidiarieswhich include some of the most recognized and its 50% owned affiliate) holds franchises to produce and market carbonated soft
drinks, primarily products of The Coca-Cola Company within certain territoriespopular beverage brands in the states of Alabama, Florida, Georgia, Kentucky, Mississippi, North
Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia and West
Virginia. The Company also produces and distributes certain other brands of soft
drinks within such territories. The Company considers selective acquisitions for
additional territories on an ongoing basis. To achieve its goals, further
purchases of franchise rights and entities possessing such rights and other
related transactions designed to facilitate such purchases may occur.
The Company is a Delaware corporationworld. We were incorporated in 1980 asand, together with our predecessors, have been in the successor
to anonalcoholic beverage manufacturing and distribution business originally formed insince 1902. The Company's principal executive
offices are located at 1900 Rexford Road, Charlotte, North Carolina 28211, and
its telephone number is (704)551-4400.
Unless we state otherwise set forth in a Prospectus Supplement, the Company
intends toapplicable prospectus supplement, we will use the net proceeds from the sale of Securitiesthe securities offered by this prospectus and the applicable prospectus supplement for general corporate purposes, includingwhich 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.
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 deposit the net proceeds with banks.
RATIO OF EARNINGS TO FIXED CHARGES
The Company is engaged in an ongoing program
of selective acquisitions for additional territories and regularly evaluates the
desirability of making such acquisitions. Except as may be specifically set
forth in a Prospectus Supplement, the Company has no understandings or
agreements with respect to any specific significant acquisition or investment.
RATIOS
Thefollowing table below sets forth the ratiosour ratio of earnings to fixed charges and the
ratios of earnings to combined fixed charges and preferred stock dividendsfor each of the Company and its consolidated subsidiaries for the periods indicated. The
ratios have been computed using the amounts for the Company, its consolidated
subsidiaries and its proportionate share of losses incurred by its fifty percent
(50%) owned affiliate. Earnings available for fixed charges represent earnings
before income taxes, extraordinary items and fixed charges. Fixed charges
represent interest incurred plus that portion of rental expense deemed to be the
equivalent of interest. Preferred Stock dividends represent all such dividends
paid by the Company in respect of its Preferred Stock, increased to an amount
representing the pre-tax earnings which would be required to cover such dividend
requirements.
indicated:
| 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) | The Company’s fiscal year ends on the Sunday nearest December 31. All years presented are 52-week years, except 2009, which was a 53-week year. |
DESCRIPTION OF DEBT SECURITIES
The Debt Securities whichfollowing description sets forth general terms and provisions of the Companydebt securities that we may offer under this Prospectusprospectus. 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 Indentureindenture, dated as of July 20, 1994, (hereinafter referred to
as the "INDENTURE"), between the Companyus and NationsBank of Georgia, National Association, as Trustee (the "TRUSTEE"). A copytrustee, 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. We refer to this indenture, as 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 Indenture has been filedrights, powers, duties and obligations of NationsBank of Georgia, N.A., as an exhibittrustee under the 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. All references in this prospectus or in any applicable prospectus supplement to the Registration Statement. “trustee” refer to The Bank of New York Mellon Trust Company, N.A. or to any other entity that may subsequently replace The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture.
The following summaries of certain
provisions of the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, alldescription summarizes some of the provisions of the Indenture. Section references hereinIndenture, including definitions of some of the more 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, and not this description, will define your rights as a holder of the debt securities. Whenever we refer to particular sections or defined terms of the Indenture in this prospectus or in any applicable prospectus supplement, we are incorporating by reference those sections or defined terms into this prospectus or the applicable prospectus supplement. The Indenture is an exhibit to the registration statement. See “Where You Can Find More Information” for information on how to obtain a Prospectus Supplement refer to
such Sections incopy of the Indenture which Sections are incorporated herein or
therein by reference. Termsfor your review.
When used herein or in a Prospectus Supplement that arethis section, the terms the “Company,” “we,” “us,” and “our” refer solely to Coca-Cola Bottling Co. Consolidated and not otherwise defined herein or therein shall have the meanings given in the
Indenture, which definitions are incorporated herein or therein by reference.
The Debt Securities may be issued from time to time in one or more series.
The particular terms of each series of Debt Securities offered pursuant to any
Prospectus Supplement or Prospectus Supplements will be described in such
Prospectus Supplement or Prospectus Supplements relating to such series.
GENERAL
its consolidated subsidiaries.
General
The Indenture does not limit the aggregate principal amount of Debt Securitiesdebt securities that we may be issued thereunder, and Debt Securitiesissue. We may be issued thereunderissue debt securities (in one or more series) up to the principal amount authorized by us from time to time in separate series, up to the aggregate amount from time to time
authorized by the Company for each such series. The Debt Securitiesdebt securities will be our unsecured obligations of the Company and will rank equally and ratably with all of our other existing and future unsecured and unsubordinated indebtednessindebtedness.
The particular terms of each issue of debt securities, as well as any modifications or additions to the Company.
The applicable Prospectus Supplement or Prospectus Supplements will
describe the followinggeneral terms of the seriesIndenture applicable to the issue of Debt Securities ("OFFERED DEBT
SECURITIES")debt securities, will be described in respect of which this Prospectus is being delivered: (1) the titleapplicable prospectus supplement. This description will contain all or some of the Offered Debt Securities; (2) any limit on following, as applicable:
We may be issuedissue debt securities as Original Issue Discount Securities. Original Issue Discount Securities tobear no interest or bear interest at a below-market rate and will be sold at a substantial discount frombelow their stated principal amount. Special federal income tax considerations applicable to Debt Securitiesany debt securities issued at an original issue discount, including Original Issue Discount Securities, will be described in the Prospectus Supplement relating thereto.
DENOMINATIONS; REGISTRATION OF TRANSFERS AND EXCHANGE
applicable prospectus supplement. Persons considering the purchase, ownership or disposition of any Original Issue Discount Securities should consult their own tax advisors concerning any special federal income tax or other consequences applicable to them with regard to such purchase, ownership or disposition of the debt securities, as well as any consequences arising under the laws of any other taxing jurisdiction.
Denominations; Registration of Transfers and Exchange
Debt Securitiessecurities 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 related Prospectus Supplement. (SECTION 302)
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Debt Securitiessecurities 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 Registrarsecurity registrar or at the office of any transfer agent designated by the Companyus for such purpose with respect to any series of Debt Securitiesdebt securities and referred to in anthe applicable Prospectus
Supplement,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. The Company has initially
appointedIndenture names the Trusteetrustee as Security Registrar. (SECTION 305) the initial security registrar.
If a Prospectus
Supplement refers toany applicable prospectus supplement states that we have designated any transfer agents (in addition to the Security Registrar)
initially designated by the Companysecurity registrar) with respect to any series of Debt
Securities, the Companydebt securities, we may at any time rescind the designation of any such transfer agentagent(s) or approve a change in the location through which any such transfer agent acts, except that the Companyagent(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. The CompanyWe may at any time designate additional transfer agents with respect to any series of Debt Securities.
(SECTION 1002)
In the event of any redemption of Debt Securitiesdebt securities.
If we redeem debt securities of any series, the
Companywe will not be required to (i)(A) issue, register the transfer of or exchange Debt Securitiesdebt securities of such series during a period beginning at the opening of business 15 days before the
mailing of athe applicable notice of redemption with respect to
Debt Securities of the series to be redeemed and ending at the close of business on the day of such mailing, or (ii)(B) register the transfer of or exchange any Debt Security,debt security, or portion thereof, calledselected for redemption in whole or in part, except the unredeemed portion of any Debt Securitydebt security being redeemed in part. (SECTION 305)
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
Payment and Paying Agents
Payment of principal of and any(and premium, if any) and interest on Debt Securitiesdebt securities will be made at the office of such Paying Agenta paying agent or Paying Agents as the Company may designatepaying agents designated by us from time to time, except that at the option of the Company payment of anytime. We also may elect to pay interest may be made by check mailed to the address of the Personperson entitled thereto as such address appears in the Security Register. Unless otherwise
indicated in an applicable Prospectus Supplement, payment ofsecurity register. We will pay any interest due on Debt Securitiesdebt securities on any interest payment date will be made to the Personperson in whose name such Debt Securitydebt security is registered at the close of business on the Regular
Record Dateregular record date for such interest. (SECTION 307)
Unless otherwise indicated in an applicable Prospectus Supplement, the
The principal office of the Paying Agentpaying agent will be designated as the Company's Paying
Agentour paying agent for payments with respect to Debt Securities.debt securities. Any other Paying Agentspaying agents initially designated by the Companyus for the Debt Securitiesdebt securities will be named in an applicable Prospectus Supplement. The Companyprospectus supplement. We may at any time designate additional Paying Agentspaying agents or rescind the designation of any Paying Agentpaying agent or approve a change in the office through which any Paying Agentpaying agent acts, except that the Companywe will be required to maintain a Paying Agentpaying agent in each place where principal and any premium or interest in respect of such series of Debt
Securitiesdebt securities are payable. (SECTION 1002)
All moneys paid by the Companyus to the Trusteetrustee or a Paying Agentpaying agent for the payment of the principal of and any(and premium, orif any) and interest on any Debt Securitydebt security which remain unclaimed for two years after such principal, premium or interest hasamounts have become due and payable may be paid to the Company and thereafterus. Thereafter, the holder of such Debt Security,debt security, as a general unsecured creditor, may look only to the
Companyus for payment thereof. (SECTION 1003)
GLOBAL SECURITIES
of such amounts.
Global Securities
The Debt Securitiesdebt securities of aany series may be issued in the form of one or more fully registered securities in global form, (a "GLOBAL SECURITY") thata “global security.” Any such global security will be deposited with, or on behalf of, a depositary (the "DEPOSITARY") identified in the Prospectus Supplementprospectus supplement relating to such series. In such case, one or more
Global SecuritiesSuch global securities will be issued in a denomination or aggregate denominations in an amount equal to the aggregate principal amount of all outstanding Debt
Securitiesdebt securities of the series represented by such Global Securityglobal security or Securities.securities. Unless and until it is exchanged in whole or in part for Debt Securitiesdebt securities in definitive registered form, a Global Securityglobal security may not be transferred except as a whole by the Depositarydepositary for such Global Securityglobal security to the nominee of such
Depositary or by(A) a nominee of such Depositary todepositary (or between such Depositarynominees) or another
nominee of such Depositary or by such Depositary or any such nominee(B) to a successor of such Depositarydepositary or a nominee of such successor Depository. (SECTION
305)
depositary.
The specific terms of the depositary arrangement with respect to a series of Debt Securitiesdebt securities will be described in the Prospectus Supplementprospectus supplement relating to such series. The Company anticipatesWe anticipate that the following provisions will apply to all depositary arrangements.
Upon the issuance of a Global Security,global security, and the deposit of such Global
Securityglobal security with or on behalf of the Depositary forapplicable depositary, such Global Security, the
Depositarydepositary will credit, on its book-entry registration and transfer system, the respective principal 5
Debt Securitiesdebt securities represented by such Global Securityglobal security to the accounts of institutions that have accounts with such Depositarydepositary or its nominee ("PARTICIPANTS"(“participants”). Such accounts will be designated (A) by the underwriters or agents for such Debt Securitiesdebt securities or (B) by the Company,us, if such Debt Securitiesdebt securities are offered and sold directly by the Company.us. Ownership of beneficial interests in such Global Securityglobal security will be limited to participants or Personspersons that may hold interests through participants. Ownership ofThe beneficial interests byof participants in such Global Securityglobal security will be shown on, and the transfer of thesuch ownership interest will be effected only through, records maintained by the Depositarydepositary or its nominee for such Global Security. Ownershipglobal security. The ownership of beneficial interests in such Global Securityglobal security by Personspersons 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. Such limits and suchThe limitations imposed by these laws may impair the ability of owners to transfer beneficial interests in a Global Security.
global security.
So long as the Depositarydepositary for a Global Security,global security, or its nominee, is the registered owner or Holderholder of such Global Security,global security, such Depositarydepositary or such nominee, as the case may be, will be considered the sole owner or Holderholder of the individual Debt Securitiesdebt securities represented by such Global Securityglobal security for all purposes under the Indenture. Except as set forth below, owners of beneficial interests in a Global Securityglobal security will not be entitled to have any of the individual Debt
Securitiesdebt securities of the series represented by such Global Securityglobal security registered in their names, will not receive or be entitled to receive physical delivery of Debt
Securitiesdebt securities of such series in definitive form and will not be considered the Holdersholders thereof for any purposes under the Indenture. Accordingly, each Personperson owning a beneficial interest in such Global Securityglobal security must rely on the procedures of the Depositarydepositary and, if such Personperson is not a participant, on the procedures of the participant through which such Personperson owns its interest, to exercise any rights of a Holderholder under the Indenture. The Indenture provides that the Depositarydepositary may grant proxies and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holderholder is entitled to give or take under the Indenture. (SECTION 104) The Company understandsWe understand that, under existing industry practices, if the Company requestswe request any action of Holdersholders or if an owner of a beneficial interest in such Global Securityglobal security desires to give any notice or take any action that a Holderholder is entitled to give or take under the Indenture, the Depositarydepositary 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 owningwho own through them.
Principal, premium, if any, and interest payments on individual Debt
Securitiesdebt securities represented by a Global Security ofglobal security held by a Depositarydepositary or its nominee will be made by us to the Depositarydepositary or its nominee, as the case may be, as the registered owner of a Global Security representing such Global Security.global security. None of we, the Company, the Trusteetrustee or any Paying Agentpaying agent for such Debt Securitiesdebt 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 the Global
Securityany such global security or Securities for such Debt Securitiessecurities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
(SECTION 308)
The Company expects
We understand that, under existing industry practices, the Depositarydepositary for a series of Debt Securitiesdebt securities or its nominee, upon receipt of any payment of principal, premium or interest with respect to a definitive Global Securityglobal security representing any of such Debt
Securities,debt securities, will credit immediately participants'participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Securityglobal security as shown on the records of the Depositarydepositary or its nominee. The CompanyWe also expectsexpect that payments by participants to owners of beneficial interests in such Global Securityglobal 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",“street name,” and will be the responsibility of such participants.
If the Depositarydepositary for a series of Debt Securitiesdebt securities is at any time unwilling or unable to continue as Depositarydepositary and a successor Depositarydepositary is not appointed by the Companyus within 90 days, the Companywe will issue individual Debt Securitiesdebt securities of such series in definitive form in exchange for the Global Securityglobal security or Securitiessecurities representing such series of Debt Securities.debt securities. In addition, the Companywe may at any time and in itsour sole discretion subject(subject to any limitations described in the Prospectus Supplementprospectus supplement relating to such Debt Securities,debt securities) determine not to have the Debt Securitiesdebt securities of a series represented by one or more Global
Securities and, inglobal securities. In such event, we will issue individual Debt Securitiesdebt securities of such series in definitive form in exchange for the Global Securityglobal security or Securitiessecurities representing such series of Debt Securities. (SECTION 305)
debt securities.
Further, if the Companywe so specifiesspecify with respect to the Debt Securitiesdebt securities of a series, an owner of a beneficial interest in a Global Securityglobal security representing Debt Securitiesdebt securities of such series may, on terms acceptable to us and to the Company and the
Depositarydepositary for such Global Security,global security, receive Debt Securitiesdebt securities of such series in definitive form. In any such instance, an owner of a beneficial interest in a Global Securityglobal security will be entitled to have Debt Securitiesdebt securities of the series represented by such Global Securityglobal security equal in principal amount to such beneficial interest registered in itssuch owner’s name and will be entitled to physical delivery of such Debt Securitiesdebt securities in definitive form. Debt Securities of such seriesAny debt securities so issued in definitive form will, except as set forth in the 6
Prospectus Supplement,prospectus supplement, be issued in denominations of $1,000 and integral multiples thereof and will be issued in registered form only without coupons. (SECTION 305)
CERTAIN COVENANTS OF THE COMPANY
CERTAIN DEFINITIONS APPLICABLE TO COVENANTS (SECTION 101):
The term "Subsidiary" of the Company
Certain Covenants with Respect to Debt Securities
Certain Definitions Applicable to Covenants:
Restrictions on Debt
We:
The above restriction doesrestrictions do not apply to and thereany of the following, which will be excluded from Debt in any computation under such restriction, (1) restrictions:
In addition, the above restriction doesrestrictions do not apply to any issuance of preferred stock by a Restricted Subsidiary to the
Companyus or another Restricted Subsidiary, provided that such preferred stock shall not thereafter be transferrabletransferable to any person other than the Companyus or a Restricted Subsidiary. (SECTION 1006)
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RESTRICTIONS ON SALES AND LEASEBACKS
Restrictions on Sales and Leasebacks
Neither the Companywe nor any Restricted Subsidiary may enter into any sale and leaseback transaction involving any Principal Property, unless, after giving effect thereto,to such transaction, the aggregate amount of all our Attributable Debt and that of the Company and
itsour Restricted Subsidiaries with respect to all such transactions plus all Debt to which SECTION 1006the covenant described in “—Restrictions on Debt” is applicable (as described in "Restrictions on Debt"
above) would not exceed 10% of Consolidated Net Tangible Assets.
This restriction does not apply to and thereany of the following (which shall be excluded in any computation of Attributable Debt under such restriction,restriction) Attributable Debt with respect to any sale and leaseback transaction if (1) if:
we or a Restricted Subsidiary, within 180 days after the sale or transfer is completed, applies to the retirement of our Funded Debt of(as defined in the CompanyIndenture) or that of a Restricted Subsidiary ranking on a parity with or senior to the Debt
Securities,debt securities, or to the purchase of other property which will constitute Principal Property of a value at least equal to the value of the Principal Property leased in such sale and leaseback transaction, an amount not less than the greater of (i)(A) the net proceeds of the sale of the Principal Property so leased, or (ii)(B) the fair market value of the Principal Property leased. In lieu of applying the proceeds of such sale to the retirement of Funded Debt, the Companywe may receive credit for (1) the principal amount of any Debt Securitiesdebt securities (or other notes or debentures constituting our Funded
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, Conveyance or Transfer of Assets
The Indenture 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:
The Indenture 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 Restricted Subsidiary)
delivered within such 180-day period to the applicable trustee for retirement
and cancellation, and (b) the principal amountresult, any of our Principal Property or that of any other FundedRestricted 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 voluntarily retired withinSecurities—Restrictions on Debt” unless the debt securities are secured equally and ratably with (or, at our option, prior to) the Debt secured by such 180-day period. (SECTION 1007)
EVENTS OF DEFAULT AND REMEDIES
Mortgage by a lien upon such Principal Property.
Events of Default and Remedies
The Indenture defines an "Event“Event of Default"Default” whenever used therein with respect to Debt Securitiesdebt securities of any series as one or more of the following events:
(1)
If any Event of Default described above shall occur and be continuing, then either the Trusteetrustee or the Holdersholders of at least 25% in principal amount of the outstanding Debt Securitiesdebt securities of that series may declare the principal amount (or, if any of the Offered Debt Securities are Original Issue
Discount Securities, such portion of the principal amount of such Debt
Securities as may be specified by the terms thereof) of all of the Offered Debt
Securitiesoffered debt securities to be due and payable immediately. (SECTIONS 501 AND 502)
The Indenture provides that the Trustee,trustee, within 90 days after the occurrence of a default with respect to any series of Debt Securities,debt securities, shall give tonotify the Holdersholders of Debt Securitiesdebt securities of that series notice of all uncured defaults known to
it (the term default to mean any eventsevent 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); provided that, exceptoffered 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 Securitiesdebt securities or in the payment of any sinking fund installment with respect to the Offered Debt Securities,offered debt securities, the Trustee shall be protected in
withholdingtrustee is permitted to withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Holdersholders of Debt Securities. (SECTION 602)
The Company isdebt securities.
We are required annually to furnish to the Trustee annuallytrustee with a certificate by certain officers of the Companyour officers stating whether or not, to the best of their knowledge, the Company iswe are in default in the fulfillment of itsour covenants under the Indenture and, ifIndenture. If there has been a default in the fulfillment of any such covenant, specifyingthe certificate must specify the nature and status of each such default. (SECTION 1005)
The Holdersholders of a majority in principal amount of the outstanding Offered
Debt Securitiesoffered 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 Trusteetrustee or exercising any trust or power conferred on the Trusteetrustee with respect to the Offered Debt Securities,offered debt securities, and to waive certain defaults. (SECTIONS 512 AND 513)
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The Indenture provides that, in caseif an Event of Default shall occur and be continuing, the Trusteetrustee shall exercise such of its rights and powers under the 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. (SECTION 601)
Subject to such provisions, the Trusteetrustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holdersholders of Debt Securitiesdebt securities, unless they shall have
offeredsuch holders first offer to the Trusteetrustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (SECTION 603)
CONSOLIDATION, MERGER AND SALE OF ASSETS
Discharge, Defeasance and Covenant Defeasance
The Company shall not consolidate with or merge into, or transfer all or
substantially all of its assets to, any person unless (i) that person (including
the successor corporation) is a corporation organized under the laws of the
United States of America or any State or the District of Columbia; (ii) that
person (including the successor corporation) assumes by supplemental Indenture
all of the Company's obligations on Debt Securities outstanding at that time;
and (iii) after giving effect thereto, no Event of Default, and no event which,
after notice or lapse of time, would become an Event of Default shall have
occurred and be continuing. The Indenture further provides that no such
consolidation or merger of the Company with or into any other corporation and no
conveyance or transfer of all or substantially all of its property to any person
may be made if, as a result thereof, any Principal Property of the Company or
any Restricted Subsidiary would become subject to a Mortgage which is not
expressly excluded from the restrictions or permitted by the provisions of
SECTION 1006 (see "Restrictions on Debt") unless the Debt Securities are secured
equally and ratably with (or, at the Company's option, prior to) the Debt
secured by such Mortgage by a lien upon such Principal Property. (SECTION 801)
DEFEASANCE
The Prospectus Supplementapplicable prospectus supplement will state whether any defeasance provision will apply to any Offered Debt Securitiesoffered debt securities which are the subject thereof.
The Indenture provides, if such provision is made applicable to the Debt
Securitiesdebt securities of any series, pursuant to SECTION 301 of the Indenture, that the
Companywe may elect either (A) either:
upon the deposit with the Trusteetrustee (or other qualifying trustee), in trust for such purpose, of money and/or U.S. Government Obligationsgovernment 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 premium,
if any) and interest, if any, on such Debt Securities,debt securities, and any mandatory sinking fund or analogous payments thereon, on the scheduled due dates therefor.for such payments. In the case of defeasance, the Holdersholders of such Debt Securities aredebt securities will be entitled to receive payments in respect of such Debt Securitiesdebt securities solely from such trust. Such a trust may only be established if, among other things, the Company haswe have delivered to the Trusteetrustee an opinion of counsel (as specified in the Indenture) to the effect that the Holdersholders of such Debt Securitiesdebt securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to federal income tax on the same amounts, in the same
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 clause (A)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. The Prospectus Supplementapplicable prospectus supplement may further describe the provisions, if any, permitting such defeasance or covenant defeasance with respect to the Debt Securitiesdebt securities of a particular series. (ARTICLE THIRTEEN)
MODIFICATION
Modifications
Modification
Modification and amendments of the Indenture may be made by the Companyus and the Trustee,trustee, with the consent of the Holdersholders of not less than a majority in aggregate principal amount of the outstanding Debt Securitiesdebt securities issued under the Indenture which are affected by the modification or amendment, (which Holders, in
the case of a Global Security, shall be the Depositary appointed therefor), provided that no such modification or amendment may, without the consent of each Holderholder of such Debt Securityany debt security affected thereby: (1)
The Trustee
The Bank of Georgia, National Association,New York Mellon Trust Company, N.A. is the Trusteetrustee under the Indenture. Its parent, The CompanyBank of New York Mellon Corporation, has, and certain of its affiliates may maintain deposit accountsfrom time to time have, banking and conduct other banking
transactionsrelationships with the Trusteeus 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 Company's business.
provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), 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.
Governing Law
The Indenture is, and the debt securities issued thereunder will be, governed by, and construed in accordance with, the laws of the State of New York.
DESCRIPTION OF PREFERRED STOCK
Under the Company'sour Restated Certificate of Incorporation (the "CERTIFICATE
OF INCORPORATION"“Restated Certificate of Incorporation”), the Company's Boardour board of Directorsdirectors (without any further vote or action by the Company'sour stockholders) is authorized to provide formay authorize the issuance, in one or more series, of up to (i) to:
Our board of Directorsdirectors 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 thereof by
resolution authorizing the issuance of such series.thereof. As of the date of this Prospectus,prospectus, there were no shares of Preferred Stockpreferred stock issued and outstanding.
The description below sets forthsummarizes certain general terms and provisions of each of the three classes of the Company's Preferred Stock to which a Prospectus
Supplement may relate. The specific terms of any series of Preferred Stock in
respect of which this Prospectus is being delivered (the "OFFERED PREFERRED
STOCK") will be described in the Prospectus Supplement relating to such Offered
Preferred Stock. The following summaries of certain provisions governing the
Company'sour preferred stock dowhich we may offer under this prospectus. However, we have not purport to be complete anddescribed every aspect of the preferred stock. These summaries are subject to, and are qualified in their entirety by reference to, the Restated Certificate of Incorporation and the certificate of designations relating to each particular series of Offered Preferred Stockoffered preferred stock, which will be filed with the CommissionSEC (and incorporated by reference in the Registration Statement)registration statement) in connection with such Offered Preferred Stock.
If so indicatedoffered preferred stock. We will provide additional terms for any series of preferred stock offered under this prospectus in the applicable Prospectus Supplement, the terms of any
series of Offered Preferred Stock may differ from the terms set forth below,
except those terms required by the Certificate of Incorporation.
GENERAL
prospectus supplement.
General
The Offered Preferred Stock,offered preferred stock, when issued in accordance with the terms of the Restated Certificate of Incorporation and of the applicable certificate of designations and as described in the applicable Prospectus Supplement,prospectus supplement, will be fully paid and non-assessable.
To the extent not fixed in the Restated Certificate of Incorporation, the relative rights, preferences, powers, qualifications, limitations or restrictions of the Offered Preferred Stockoffered preferred stock of any series will be as fixed by the Boardour board of Directorsdirectors pursuant to a certificate of designations relating to such series. The Prospectus Supplementprospectus supplement relating to the Offered Preferred Stockoffered preferred stock of each such series shall specify the terms thereof, including:
(1) The
Subject to the terms of the Restated Certificate of Incorporation and to any limitations contained in the certificate of designations pertaining to any then-outstanding series of Preferred Stock, the Companypreferred stock, we may issue additional series of Preferred Stockpreferred stock at any time or from time to time, with such powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, as the Boardour board of Directorsdirectors shall determine, all without further action of the stockholders, including the holders of any then-outstanding series of any class of Preferred Stock of the
Company.
DIVIDENDS
our preferred stock.
Dividends
Holders of any series of Offered Preferred Stockoffered preferred stock will be entitled to receive cash dividends when, as and if declared by the Boardour board of Directors of the
Companydirectors out of our funds of the Company legally available therefor, at such rate and on such dates as will be set forth in the applicable Prospectus Supplement.prospectus supplement. Each dividend will be payable to holders of record as they appear on theour stock books
of the Company on the record date fixed by the Boardour board of Directors.directors. Dividends, if cumulative, will be cumulative from and after the date set forth in the applicable Prospectus Supplement.
LIQUIDATION RIGHTS
prospectus supplement.
Liquidation Rights
The Company'sRestated Certificate of Incorporation provides that, in the event of aour liquidation or dissolution, of the Company, or a winding up of itsour affairs, whether voluntary or involuntary, or in the event of aour merger or consolidation,
of the Company, no distributions will be made to holders of any class of the
Company'sour common stock until after payment or provision for payment of theour debts or liabilities of the Company and any amounts to which holders of shares of any
class of the Company'sour preferred stock shall be entitled. The applicable Prospectus Supplementprospectus supplement will specify the amount and type of distributions to which the holders of any series of Offered Preferred Stockoffered preferred stock would be entitled upon the occurrence of any such event.
REDEMPTION
Redemption
If so providedstated in the applicable Prospectus Supplement,prospectus supplement, the Offered
Preferred Stockoffered preferred stock will be redeemable in whole or in part at theour option, of the
Company, at the times, at the redemption prices and in accordance with any additional terms and conditions set forth therein.
VOTING RIGHTS
Except as indicated in the applicable Prospectus Supplement, or exceptprospectus supplement.
Voting Rights
Except as expressly required by applicable law, the holders of any series of Offered
Preferred Stockoffered preferred stock will not be entitled to vote.
CONVERSION
The terms and conditions, ifvote on any on whichmatter submitted for approval by our stockholders.
Conversion
If shares of the Offered Preferred
Stockoffered preferred stock are convertible into any other class of our securities, the Company's securitiesapplicable prospectus supplement will be set forth in the Prospectus Supplementapplicable terms and conditions relating thereto. to such conversion.
Such terms will include the designation of the security into which suchthe shares are convertible, the conversion price, the conversion period, provisions as to whether conversion will be at the option of the holder or the Company, theat our option, any events requiring an adjustment of the conversion price and provisions affecting conversion in the event of the redemption of the Offered Preferred Stock. Inoffered preferred stock. If the case of
conversion of the Offered Preferred Stockoffered preferred stock is convertible into Common Stockcommon stock or into any other security of the Companyour securities for which there exists an established public trading market at the time of such conversion, such terms may include provisions under
whichfor calculating the amount of such security to be received by the holders of the Offered
Preferred Stock would be calculatedoffered preferred stock according to the market price of such security as of a time stated in the Prospectus Supplement.
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DESCRIPTION OF COMMON STOCK AND CLASS C COMMON STOCK
GENERAL
The Company
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, Common Stock and/or Class C Common
Stock,securities. If this prospectus is being delivered in connection with such an issuance, all asof the details thereof will be set forth in the accompanying Prospectus Supplement relating to
any Common Stockapplicable prospectus supplement.
The description 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 Preferred Stock in respect of which this Prospectus is being
delivered. The followingClass C common stock. These summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the following documents: (i)(A) the Restated Certificate of Incorporation; (ii) the Company's By-Laws, as
amended to date(B) our Amended and Restated Bylaws (the "BY-LAWS"“Bylaws”); and (iii)(C) the certificate of designations filed by the Companyus with respect to shares of any series of Preferred Stockpreferred stock which may be issued subsequent to the date of this Prospectusprospectus (and as described in any applicable Prospectus Supplement)prospectus supplement). Copies of each of the Restated Certificate of Incorporation of the Company and the Bylaws of the Company, as amended, are filed as exhibits to the Registration Statement.
our Annual Report on Form 10-K.
In addition to the three classes of Preferred Stockpreferred stock described above, theour authorized capital stock of the Company consists of (i) of:
As of July
18, 1994, the CompanyApril 30, 2014, we had issued and outstanding: (i) 7,958,0597,141,447 shares of Common
Stock;common stock and (ii) options to purchase an aggregate of 250,000 shares of Common Stock,
of which options to purchase an aggregate of 212,500 shares were currently
exercisable; and (iii) 1,336,3622,129,862 shares of Class B Common Stock. There arecommon stock. As of the date of this prospectus, there were no
outstanding shares of Class C Common Stock.
common stock issued and outstanding.
The outstanding shares of Common Stockcommon stock and Class B Common Stockcommon stock are, and any shares of Common Stockcommon stock or Class C Common Stockcommon stock offered herebyunder this prospectus will be, upon issuance and payment therefor in accordance with the Restated Certificate of Incorporation and as described in the applicable Prospectus Supplement,prospectus supplement, fully paid and non-assessable.
VOTING RIGHTS
The Certificate of Incorporation provides that
Voting Rights
Except to the extent otherwise provided by law, holders of Common Stock,common stock, Class B Common Stockcommon stock and Class C Common Stock shall, except to the extent
provided by law,common stock vote together as a single voting group on any matters brought before the Company's shareholders.our stockholders. Holders of Common Stockcommon stock are entitled to one (1) vote per share on all such matters, while holders of Class B Common Stockcommon stock are entitled to twenty (20) votes per share on all such matters and holders of Class C Common Stockcommon stock are entitled to one-twentieth ( 1/(1/20) vote per share on all such matters. Neither Common Stock,common stock, Class B Common Stockcommon stock nor Class C Common
Stockcommon stock possess any cumulative voting rights under the Restated Certificate of Incorporation.
Under the Restated Certificate of Incorporation, the Companywe may not change the relative rights, preferences, privileges, restrictions, dividend rights, voting powers or other powers of the Common Stock,common stock, Class B Common Stockcommon stock or Class C Common Stockcommon stock without the affirmative vote of not less than two-thirds of all the
votes entitled to be votedapproval by the holders of each class of stock adversely affected thereby voting(voting as a separate class; provided,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, that anyof a proposed amendment to the Certificate of Incorporation which would increase in the authorized number of shares of Common Stock,common stock, Class B Common Stockcommon stock or Class C Common Stock would be subject tocommon stock, the Restated Certificate of Incorporation requires approval by a majority of all the votes entitled to be voted by holders of Common Stock,common stock, Class B Common Stockcommon stock and Class C Common Stock,common stock, voting together as a single class.
DIVIDENDS
GENERAL.
Dividends
General
Subject to any prior rights of holders of any then-outstanding shares of Preferred Stock,preferred stock, and to the provisions regarding relative dividend rights discussed below, holders of all three classes of the Company'sour common stock are entitled to receive dividends when, as and if declared by the Company's Boardour board of Directorsdirectors out of funds legally available therefor. See also "DESCRIPTION OF
PREFERRED STOCK -- Dividends".
RELATIVE DIVIDEND RIGHTS.
“Description of Preferred Stock—Dividends.”
Relative Dividend Rights
Holders of Class B Common Stockcommon stock are entitled to receive such dividends, including stock dividends if any,(if any), in such amounts and at such rates per share as may be declared by the Company's Boardour board of Directorsdirectors 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.common stock. Holders of Common Stockcommon stock are entitled to receive such dividends, including stock dividends if any,(if any), in such amounts and at such rates as may be declared by the Boardour board of Directorsdirectors out of funds legally available therefor, whichtherefor. Dividends declared and paid to holders of common stock may 12
such dividends declared and paid to holders of Class B Common Stock.common stock. A dividend of shares may be declared and paid in Common Stockcommon stock to holders of Common Stockcommon stock and in Class B Common Stockcommon stock to holders of Class B Common Stock,common stock, if the number of shares paid per share to holders of Common Stockcommon stock and Class B Common Stockcommon stock are the same.
Any dividends declared and paid on Common Stockcommon stock and Class C Common Stockcommon 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.common stock. Dividends of shares of Common Stockcommon stock may be paid to holders of Common Stockcommon stock and Class C Common
Stockcommon stock only, or to holders of all classes of the Company'sour common stock if the number of shares paid per share to such holders is the same. Similarly, dividends of shares of Class B Common Stockcommon stock may be paid to holders of Common
Stockcommon stock and Class C Common Stockcommon stock only, or to holders of all classes of the
Company'sour common stock if the number of shares paid per share to such holders is the same. Dividends of shares of Class C Common Stockcommon stock may be paid to holders of Common Stockcommon stock and Class C Common Stockcommon stock only, or to holders of all classes of the
Company'sour common stock if the number of shares paid per share to such holders is the same. Additionally, a dividend of Common Stockcommon stock may be paid to holders of Common Stockcommon stock simultaneously with a dividend of Class B Common Stockcommon stock to holders of Class B Common Stockcommon stock and a dividend of Class C Common Stockcommon stock to holders of Class C Common Stock,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 Stockcommon stock and Class C Common Stockcommon stock are outstanding, then a dividend of shares of Class C Common Stock,common stock, Class B Common
Stockcommon stock or Common Stockcommon stock may be declared and paid to holders of Class C Common
Stockcommon stock only or to holders of Class B Common Stockcommon stock and Class C Common Stockcommon 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 Stockcommon stock may be paid to holders of Class B Common Stockcommon stock while holders of Class C Common Stockcommon stock receive Common Stockcommon stock or Class C Common Stockcommon stock if the number of shares paid to such holders is the same. Additionally, if only shares of Class B Common Stockcommon stock and Class C Common Stockcommon stock are outstanding, a dividend of shares of Common Stockcommon stock or Class B Common Stockcommon stock may be declared and paid to holders of Class B Common Stock,common stock, provided that a dividend of shares of Common Stockcommon stock or Class C Common Stockcommon stock is declared and paid to holders of Classclass C Common Stockcommon stock and the number of shares paid per share to such holders is the same.
If only shares of Common Stockcommon stock and Class C Common Stockcommon stock are outstanding, then a dividend of shares of Common Stock,common stock, Class B Common Stock,common stock, or Class C Common Stockcommon stock may be declared and paid to the holders of both Common Stockcommon stock and Class C Common Stock;common stock; provided that the number of shares paid per share to such holders is the same. Additionally, if only shares of Common Stockcommon stock and Class C Common Stockcommon stock are outstanding, a dividend of Common Stockcommon stock may be paid to holders of Common Stockcommon stock and a dividend of Class C Common Stockcommon stock paid to holders of Class C Common Stockcommon stock if the number of shares paid per share to such holders is the same.
PREEMPTIVE RIGHTS
Except as may be otherwise stated in any applicable Prospectus Supplement,
Preemptive Rights
Generally, holders of the Common Stock,common stock, Class B Common Stockcommon stock and Class C Common Stockcommon stock do not have any preemptive or other rights to subscribe for additional shares of any class of the Company'sour capital stock. LIQUIDATION RIGHTS
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 Incorporation provides that, in the event of anyour liquidation or dissolution, of the Company, or a winding up of itsour affairs, whether voluntary or involuntary, or in the event of aour merger or consolidation,
of the Company, no distributions will be made to holders of any class of the
Company'sour common stock until after payment or provision for payment of theour debts or liabilities, of the Company andplus any amounts payable to which holders of shares of any then-outstanding class of Preferred Stock shall be entitled.preferred stock. After makingwe make such payments (or provisions therefor), holders of the Common Stock,common stock, Class B Common
Stockcommon stock and Class C Common Stockcommon 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 theour remaining assetsassets.
Conversion Rights
Shares of the Company.
CONVERSION RIGHTS
Except as stated otherwise in any applicable Prospectus Supplement, shares
of Common Stockcommon stock and Class C Common Stockcommon stock do not possess any conversion rights. Shares of Class B Common Stockcommon stock are convertible, at the option of the holder
thereof and without the payment of any additional consideration to the Company,us, into shares of Common Stockcommon stock on a one share for one share basis. Shares of Class B Common Stockcommon stock are not convertible into shares of Class C Common Stock.
13
TRANSFERABILITY AND PUBLIC TRADING MARKET
Except as stated otherwise in any applicable Prospectus Supplement, therecommon stock.
Transferability and Public Trading Market
There are no restrictions on the transferability of shares of Common Stock,common stock, Class B Common Stockcommon stock or Class C Common Stock.common stock. The Common Stockcommon stock currently trades on The Nasdaq StockNASDAQ Global Select Market (National Market) withunder the symbol "COKE".“COKE.” Neither the Class B Common Stockcommon stock nor the Class C Common Stockcommon 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
Other Factors
Provision Regarding Redemption or Call of Class C COMMON STOCK.
Common Stock
The Restated Certificate of Incorporation specifically provides that shares of the Class C Common Stockcommon stock shall not be made subject to any redemption or call by the
Company.
STOCK SPLITS AND REVERSE STOCK SPLITS.
us.
Stock Splits and Reverse Stock Splits
The Restated Certificate of Incorporation provides that, except for dividends of the
Company'sour stock, which are governed by the provisions described above, shares of Class B Common Stockcommon 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 Stockcommon stock are split up or subdivided whether by stock distribution, reclassification, recapitalization,
or otherwise, so that the number of shares thereof outstanding shall be
proportionately increasedin 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 Stockcommon stock and Class B Common Stockcommon stock as existed on the record date of any such transaction.
Except in the case of dividends of the Company'sour stock, the Restated Certificate of Incorporation also provides that, if shares of Common Stockcommon stock and Class B Common
Stockcommon 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 Stockcommon stock shall be split or subdivided whether by stock
distribution, reclassification, recapitalization, or otherwise, so that the
number of shares thereof outstanding shall be proportionately increasedin 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,common stock, Class B Common
Stock,common stock and Class C Common Stockcommon stock as existed on the date prior to such split or subdivision. Similarly, if shares of Class C Common Stockcommon stock shall be split or subdivided in any manner, then all other outstanding classes of the Company'sour common stock shall be proportionately split or subdivided.
In the case of reverse splits, the Restated Certificate of Incorporation provides that shares of Common Stockcommon 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 Stockcommon stock are reverse split or combined so
that the number of shares thereof outstanding shall be proportionately decreasedin like manner in order to maintain the same proportionate ownership between the holders of Common Stockcommon stock and Class B Common Stockcommon stock as existed on the record date of any such transaction.
The Restated Certificate of Incorporation also provides that if shares of Common
Stockcommon stock and Class B Common Stockcommon 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 the Company'sour common stock also shall be reverse split or combined so that the number of shares thereof outstanding shall be
proportionately decreasedin 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,common stock, Class B Common Stockcommon stock and Class C Common Stockcommon stock as existed on the date prior to the reverse split or combination. Similarly, if shares of Class C Common Stockcommon stock are reverse split or combined in any manner, all other outstanding classes of the Company'sour common stock shall be proportionately reverse split or combined.
CLASSIFICATION OF BOARD OF DIRECTORS.
The Company's Board
Anti-Takeover Effects of Directors is divided into three approximately equal
classes, having staggered termsDelaware Law
We are subject to the provisions of officeSection 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 each. Thefollowing 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 Class C Common Stock, voting together
as a single class, is required foran “interested stockholder,” transactions with an “interested stockholder” involving the approval of any amendment, alteration,
changeassets or repeal of such classificationstock of the Company's Board.
14
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.
PLAN OF DISTRIBUTION
The distribution of
We may sell the Securities may be effected from time to timesecurities being offered hereby in one or more transactions at a fixed price or prices (which may be changedof the following ways from time to time), at market prices prevailing at the time of sale, at prices related time:
The Prospectus Supplementprospectus supplement with respect to a particulareach offering of Securitiessecurities will set forth the specific plan of distribution and the terms of the offering, of such Securities,
including including:
We may designate agents to solicit purchases for the period of their appointment and to sell securities exchanges on which such Securitiesa continuing basis, including pursuant to “at the market offerings.”
We may be listed.offer these securities to the public through underwriting syndicates represented by managing underwriters or through underwriters without a syndicate. If underwriters are used, inwe will enter into an underwriting agreement with the underwriters at the time of the sale of the Securitiessecurities and the securities will be acquired by the underwriters for their own account andaccount. The underwriters may be resold from time to timeresell the securities in one or more transactions, including negotiated transactions at a fixed public offering price or at varying prices determined at the time of sale. The
Securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. The underwriter or underwriters with respect to a
particular underwritten offering of the Securities will be namedUnless otherwise indicated in the Prospectus Supplement relating to such offering, and if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth on
the cover of such Prospectus Supplement. Unless otherwise set forth in the
Prospectus Supplement relating thereto,applicable prospectus supplement, the obligations of the underwriters or
agents to purchase a particular offering of Securitiesthe securities will be subject to customary conditions precedent and the underwriters will be obligated to purchase all the particular Securities offered securities if any of the securities are purchased. If dealers are utilized in the sale of a particular offering of Securities
with respectUnderwriters may sell securities to which this Prospectus is delivered, the Company will sell such
Securities to the dealers as principals. The dealers may then resell such
Securities to the public at varying prices to be determined by such dealers at
the time of resale. The names of theor through dealers, and the terms of the transaction
will be set forthdealers may receive compensation in the Prospectus Supplement relating thereto.form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent. Any initial public offering price and any discounts or concessions allowed or reallowedre-allowed or paid to dealers may be changed from time to time.
Only underwriters named in a Prospectus Supplement will be deemed to be
underwriters in connection with the Securities described therein. Firms not so
named will have no direct or indirect participation in the underwriting of such
Securities, although such a firm may participate in the distribution of such
Securities under circumstances entitling it to a dealer's commission. It is
anticipated that any underwriting agreement pertaining to any such Securities
will (i) entitle the underwriters to indemnification by the Company against
certain civil liabilities under the Securities Act or to contribution with
respect to payments which the underwriters may be required to make in respect
thereof, (ii) provide that the obligations of the underwriters will be subject
to certain conditions precedent and (iii) provide that the underwriters
generally will be obligated to purchase all such Securities if any are
purchased.
Securities also may be offered directly by the Company or through agents
designated by the Company from time to time at fixed prices, which may be
changed, or at varying prices determined at the time of sale. Any such agent
will be named, and the terms of any such agency (including any commissions
payable by the Company to such agent) will be set forth, in the Prospectus
Supplement relating thereto. Unless otherwise indicated in such Prospectus
Supplement, any such agent will act on a reasonable best efforts basis for the
period of its appointment. Agents named in a Prospectus Supplement may be deemed
to be underwriters (within the meaning of the Securities Act) of the Securities
described therein and, under agreements which may be entered into with the
Company, may be entitled to indemnification by the Company against certain civil
liabilities under the Securities Act or to contribution with respect to payments
which the agents may be required to make in respect thereof.
If so indicated in a Prospectus Supplement, the Company will authorize
underwriters or other agents of the Company to solicit offers by certain
specified entities to purchase Securities from the Company pursuant to delayed
delivery contracts providing for payment and delivery at a specified future
date. The obligations of any purchaser under any such contract will not be
subject to any conditions except those described in such Prospectus Supplement.
Such Prospectus Supplement will set forth the commissions payable for
solicitations of such contracts.
15
Underwriters and agents may from time to time purchase and sell Securitiesthe securities described in this prospectus and the applicable prospectus supplement in the secondary market, but are not obligated to do so, and thereso. No assurance can be no
assurancegiven that there will be a secondary market for the Securitiessecurities or liquidity in the secondary market if one develops. From time to time, underwriters and agents may make a market in the Securities. A particularsecurities.
In order to facilitate the offering of Securitiesthe securities, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of these securities or any other 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 be listed on a national securities exchange.
required to engage in these activities, and may suspend or terminate any of these activities at any time.
Underwriters named in an applicable prospectus supplement are, 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 their resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. We may have agreements with the underwriters, dealers or agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments they may be required to make. Underwriters, dealers or agents and their respective affiliates may be customers of, engage in transactions with, or perform services for the Companyus or our subsidiaries and its subsidiariesaffiliates in the ordinary course of business.
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 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 for an amount not less than, and the aggregate principal amount of securities sold under the contracts will not be less 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 our approval. Contracts will not be subject to any 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 their own accounts or as agents for us. These remarketing firms will offer or sell the securities in accordance with a redemption or repayment pursuant to the terms of the securities. The applicable prospectus supplement will identify any remarketing firm and the terms of its agreement, if any, with us and will describe the remarketing firm’s compensation. Remarketing firms may be deemed to be underwriters in connection with the securities they remarket. Remarketing firms may be entitled under agreements that may be entered into with us to indemnification by us against and contribution toward certain civil liabilities, including liabilities under the Securities Act and may be customers of, engage in transactions with or perform services for us or our subsidiaries and affiliates in the ordinary course of business.
Unless indicated in the applicable prospectus supplement, we do not expect to apply to list any series of debt securities on a securities exchange.
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 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 statement schedulesreporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectusprospectus by reference to the Company’s Annual Report on Form 10-K of Coca-Cola Bottling Co. Consolidated for the fiscal year ended January 2, 1994December 29, 2013 have been so incorporated in reliance on the reportsreport of Price Waterhouse,PricewaterhouseCoopers LLP, an independent accountants,registered public accounting firm, given on the authority of said firm as experts in accountingauditing and auditing.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 financialstatement 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 schedules hereafterother 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 the Registration Statementthis 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 whichthis 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 partcopy of any or all of the information that havehas been
audited and are the subject of a report by independent accountants will be so incorporated by reference in reliance upon such reports and uponthis prospectus but not delivered with the authority
of such firms as expertsprospectus, excluding exhibits to a document unless an exhibit has been specifically incorporated by reference in accounting and auditingthat document. Such requests should be directed to the extent covered by
consents filed withattention of our Corporate Secretary at the Commission.
LEGAL OPINIONS
Certain legal matters relating to thefollowing 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 offered hereby will be
passed upon for the Company by Witt, Gaither & Whitaker, P.C., 1100 American
National Bank Building, Chattanooga, Tennessee 37402, and for any underwriters
or agents by Cravath, Swaine & Moore. John W. Murrey, III, a director of the
Company, is a member of Witt, Gaither & Whitaker, P.C.. As of October 1, 1994,
he beneficially owned, directly or indirectly, 500 shares of the
Preferred Stock
Common Stock of
the Company. John F. Henry, Jr., Secretary of the Company, is also a member of
Witt, Gaither & Whitaker, P.C..
16
Class C Common Stock
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 14. | Other Expenses of Issuance and Distribution |
The following table sets forth thosethe expenses, other than underwriting discounts and commissions, to be incurred by the registrant Coca-Cola Bottling Co. Consolidated (the "COMPANY"), in connection with the issuance and distribution of the securities being registered other
than underwriting discounts and commissions.under this registration statement. All the expenses, with the exception of the amounts shown are
estimates, except the applicable Securities and Exchange Commission registration fee.
fee, are estimates.
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 |
| Item 15. | Indemnification of Directors and Officers |
The Company's Restated Certificateregistrant is a corporation organized under the laws of Incorporation provides for
indemnificationthe State of all persons that it may indemnify pursuant toDelaware. Section 145 of the Delaware General Corporation Law ("SECTION 145").
Section 145 permitsof the Company toState of Delaware (the “DGCL”) provides that a corporation may indemnify any person liable by reason of
the fact that hewho was or is a party or is threatened to be or wasmade a party to aany threatened, pending or completed administrative, investigative, civil or criminal action, suit or proceeding, (includingwhether civil, criminal, administrative or investigative, other than an action by or in the right of the Company)corporation, by reason of the fact that hesuch person is or was a director, officer, employee or agent of the Companycorporation, or is or was serving at the request of the Companycorporation as a director, officer, employee or agent of another companycorporation, partnership, joint venture, trust or "other enterprise"other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement he actually and reasonably incurred by such person in connection with such an action, suit or proceeding, if hesuch person acted in good faith and in a manner hesuch person reasonably believed to be in or not opposed to the best interests of the Company (and, in the case of acorporation, and, with respect to any criminal action or proceeding, had no reasonreasonable cause to believe hissuch person’s conduct was unlawful). Inunlawful, except that, in the case of an action by or in the right of the Company,corporation, no indemnification is
generally limited to attorneys' fees and other expenses and is not available
withmay be made in respect toof any claim, issue or matter as to which thesuch person wasis adjudged to be liable to the Companycorporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought determines upon application that, hedespite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses aswhich the Court of Chancery or such other court shall deemdeems proper. Expenses incurred by an officer or director in defending an action, suit or
proceeding may be paid byThe registrant’s Amended and Restated Bylaws provide that the Company in advance 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. Such
expenses incurred by other employees or agents may be so paid upon such terms
and conditions, if any, as the Board of Directors of the Company deems
appropriate.
In addition, Section 145 permits the Company to purchase and maintain
insurance on behalf of any person who is or was an officer, director, employee
or agent serving as described above whether or not the Company would have the
power toregistrant will indemnify such person under Section 145. The Company currently
maintains such policies for its directors and officers. Constituent corporations
and corporations resulting from consolidations and mergers may indemnify such
persons to the extent they would have had the power to indemnify as separate
entities.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In addition, the Company's Restated Certificate of Incorporation contains a
provision which eliminates, to the fullest extent permitted under by law.
Section 102(b)(7) of the Delaware General Corporation Law,DGCL permits a corporation to include a provision in its certificate of incorporation eliminating or limiting the personal liability of a director to the Company's directors. Section 102(b)(7) providescorporation or its stockholders for monetary damages for breach of fiduciary duties as a director, provided that such provision shall not eliminate or limit the liability of a director's personal
liability may not be eliminated:director (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 histhe director’s duty of loyalty to the Companycorporation or its stockholders; (iii)(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for unlawful payment of dividends or purchase or redemption of shares; or (iv) for any transactionstransaction from which the director derived an improper personal benefit. II-1
Reference is made to Section 7The registrant’s Restated Certificate of Incorporation contains a provision which eliminates the personal liability of the formregistrant’s directors for monetary damages for breaches of Underwriting Agreement (filed
herewithfiduciary duties to the fullest extent permitted by the DGCL.
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Section 145 of the DGCL also permits a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as Exhibit 1)a director, officer, employee or agent of another entity, whether or not the corporation would have the power to indemnify such person against such liability under Section 145. The registrant’s Amended and Restated Bylaws permit the registrant to maintain insurance on behalf of any director or officer for certainany liability arising out of his or her actions in connection with their services to the registrant. The registrant maintains directors’ and officers’ liability insurance for its directors and officers.
The underwriting, distribution or similar agreements filed or to be filed as exhibits to this registration statement will contain provisions with respect toregarding indemnification of the registrant’s directors and officers against certain officersliabilities, including liabilities under the Securities Act of 1933.
| Item 16. | Exhibits |
See the “Exhibit Index,” which follows the signature pages to this registration statement and directors of the Company.
ITEM 16. EXHIBITS.
is herein incorporated by reference.
| Item 17. | Undertakings |
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
registration statement:
(i) toTo include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) toTo reflect in the prospectus any facts or events arising after the effective date of the Registration Statementregistration 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Statement;Fee” table in the effective registration statement; and
(iii) toTo include any material information with respect to the plan of distribution not previously disclosed in the Registration
Statementregistration statement or any material change to such information in the Registration Statement;
PROVIDED, HOWEVER,registration statement;
provided, however, that the Registrant needparagraphs (i), (ii) and (iii) above do not file a post-effective amendment
to includeapply if the information required to be included in a post-effective amendment by subsection (i) or (ii)
above if such informationthose paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrantregistrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 whichthat are incorporated by reference in the Registration Statement;
and
registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the 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; and
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.
II. The
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(4) That, for the purpose of determining 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 any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(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, the undersigned registrant hereby 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'sregistrant’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 Statementregistration statement shall be deemed to be a new registration statement II-2
herein,therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.
III. The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act ("ACT") in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
IV.
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, described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities 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
II-3
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 and will be governed by the final adjudication of such issue.
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II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to this
Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on October
12, 1994.
COCA-COLA BOTTLING CO. CONSOLIDATED
By: /s/ JAMES L. MOORE, JR.
JAMES L. MOORE, JR.
PRESIDENT AND CHIEF OPERATING OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED. EACH PERSON WHOSE SIGNATURE APPEARS BELOW
PURSUANT TO May 13, 2014.
| 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 AUTHORIZED AND APPOINTED JAMES L. MOORE, JR. AND
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. FRANK HARRISON, III, AND EACH OF THEM, AS ATTORNEYS-IN-FACT, TO SIGN ON HIS
BEHALF INDIVIDUALLY AND IN THE CAPACITY DESIGNATED BELOW, AND TO FILE, ANY
AMENDMENTS, INCLUDING POST EFFECTIVE AMENDMENTS, TO THIS REGISTRATION STATEMENT
PURSUANT TO AN INSTRUMENT CONTAINED IN THE ORIGINAL SIGNATURE PAGE TO THIS
REGISTRATION STATEMENT.
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.
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 dates indicated.
Signature | Title | Date | ||
/s/ J. Frank Harrison, III J. Frank Harrison, III | Chairman of the Board Chief (Principal Executive Officer) | May 13, 2014 | ||
/s/ H.W. McKay Belk H.W. McKay Belk | Director | May 13, 2014 | ||
/s/ Alexander B. Cummings, Jr. Alexander B. Cummings, Jr. | Director | May 13, 2014 | ||
/s/ Sharon A. Decker Sharon A. Decker | Director | May 13, 2014 | ||
/s/ William B. Elmore William B. Elmore | Director | May 13, 2014 | ||
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Signature | Title | Date | ||
/s/ Morgan H. Everett Morgan H. Everett | Director | May 13, 2014 | ||
/s/ Deborah H. Everhart Deborah H. Everhart | Director | May 13, 2014 | ||
/s/ Henry W. Flint Henry W. Flint | Director | May 13, 2014 | ||
/s/ William H. Jones William H. Jones | Director | May 13, 2014 | ||
/s/ James H. Morgan James H. Morgan | Director | May 13, 2014 | ||
/s/ John W. Murrey, III John W. | 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) | May 13, 2014 | ||
/s/ William J. Billiard William J. Billiard | Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) | May 13, 2014 | ||
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EXHIBIT INDEX
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 | |
4.2 | Amended and Restated Bylaws of Coca-Cola Bottling Co. Consolidated (incorporated by reference to Exhibit 3.1 to the | |
4.3 | Supplemental Indenture (amending, supplementing and restating in its entirety the Indenture, dated as of July 20, 1994, between | |
4.4* | Form of | |
4.5* | Certificate of Designations, Preferences, Rights and Limitations relating to Preferred Stock | |
4.6* | Form of Preferred Stock Certificate | |
4.7 | Specimen of Common Stock | |
4.8* | Form of Class C Common Stock Certificate | |
5.1** | Opinion of | |
12.1** | Computation of Ratio of Earnings to Fixed Charges | |
23.1** | Consent of | |
23.2** | Consent of Moore & | |
24.1** | Power of Attorney (included in | |
25.1** | Statement of Eligibility | |