UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended January 2, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-9286
COCA-COLA BOTTLING CO. CONSOLIDATED
(Exact name of Registrant as specified in its charter)
Delaware 56-0950585
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1900 Rexford Road, Charlotte, North Carolina 282ll
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 551-4400
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $l.00 par value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements, incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
State the aggregate market value of voting stock held by non-affiliates of
the Registrant.
Market Value as of March 25, 1994
Common Stock, $l par value $208,357,000
Class B Common Stock, $l par value *
*No market exists for the shares of Class B Common Stock, which is neither
registered under Section 12 of the Act nor subject to Section 15(d) of the
Act.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding as of March 25, 1994
Common Stock, $1 Par Value 7,958,059
Class B Common Stock, $1 Par Value 1,336,362
Documents Incorporated by Reference
Proxy Statement to be filed pursuant to Section 14
of the Exchange Act with respect to the 1994 Annual
Meeting of Shareholders . . . . . . . . . . . . . . Part III, Items 10-13
The registrant hereby amends the following items, financial statements,
exhibits or other portions of its Annual Report on Form 10-K for the fiscal
year ended January 2, 1994, which was filed with the Commission on April 1,
1994, as set forth in the pages attached hereto:
A. Part IV, Item 14 A.3(ii) of the Annual Report on Form 10-K
is amended to reflect the filing of Exhibit (99.1),
"Information, Financial Statements and Exhibits required by
Form 11-K with Respect to the Coca-Cola Bottling Co.
Consolidated Savings Plan."
B. Exhibit (99.1), "Information, Financial Statements and
Exhibits Required by Form 11-K with Respect to the Coca-Cola
Bottling Co. Consolidated Savings Plan" is filed herewith
pursuant to Rule 15d-21 of the Securities Act of 1934.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
COCA-COLA BOTTLING CO. CONSOLIDATED
(Registrant)
By: /s/ David V. Singer
David V. Singer
Vice President & Chief Financial Officer
Dated: June 27, 1994
Coca-Cola Bottling Co.
Consolidated Savings Plan
Financial Statements and Schedules
December 31, 1993 and 1992
Report of Independent Accountants
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
benefits of the Coca-Cola Bottling Co. Consolidated Savings Plan at
December 31, 1993 and 1992, and the changes in net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional
information required by ERISA. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
PRICE WATERHOUSE
Charlotte, North Carolina
May 13, 1994
Coca-Cola Bottling Co. Consolidated Savings Plan
Financial Statements and Schedules
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Page
Financial Statements:
Statements of Net Assets Available for Plan
Benefits 1-2
Statements of Changes in Net Assets Available for
Plan Benefits 3-4
Notes to Financial Statements
5-9
Schedules:
Schedule I: Assets Held for Investment
10
Schedule II: Reportable Transactions in Excess of
5% of Plan Assets 11
Note: Other schedules are not presented because they
are not applicable.
Coca-Cola Bottling Co. Consolidated Savings Plan
Financial Statements and Schedules
PAGE 1 of 2
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993
Fixed New Washington Bond CCBCC
Income Perspective Mutual Investors Fund of Loan Common
Fund Fund Fund America Fund Stock Total
Coca-Cola Bottling Co. Consolidated
("CCBCC") Common Stock $ 982,580 $ 982,580
Aetna Life Insurance and Annuity Company
Guaranteed Accumulation Account $ 9,682,977 9,682,977
Washington Mutual Investors Fund $ 4,464,614 4,464,614
New Perspective Fund $ 733,036 733,036
Bond Fund of America $ 457,431 457,431
Wachovia Bank Diversified Trust Fund
Short-Term Investment Fund 21,838 33,378 33,378 25,000 21,416 135,010
Loans to participants $ 918,123 918,123
Employee contributions receivable 68,103 4,216 18,454 4,376 95,149
Employer contributions receivable 724,934 51,535 269,506 50,956 1,096,931
Interest and dividends receivable 331 91 121 72 30 645
Receivable from the Eastern Coca-Cola
401(k) Plan 144,744 144,744
Net assets available for plan
benefits $10,642,927 $ 822,256 $ 4,786,073 $ 537,835 $ 918,123 $1,004,026 $18,711,240
The accompanying notes are an integral part of these financial statements.
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Coca-Cola Bottling Co. Consolidated Savings Plan
Financial Statements and Schedules
PAGE 2 of 2
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1992
Fixed New Washington Bond CCBCC
Income Perspective Mutual Investors Fund of Loan Common
Fund Fund Fund America Fund Stock Total
CCBCC Common Stock $ 534,068 $ 534,068
Aetna Life Insurance and Annuity
Company Guaranteed Accumulation
Account $ 7,885,297 7,885,297
Washington Mutual Investors Fund $ 2,831,712 2,831,712
New Perspective Fund $ 263,090 263,090
Bond Fund of America $ 135,356 135,356
Wachovia Bank Diversified Trust Fund
Short-Term Investment Fund 75,472 17,611 11,961 23,313 6,736 135,093
Loans to participants $ 628,958 628,958
Employee contributions receivable 39,367 1,220 6,530 1,061 48,178
Employer contributions receivable 1,361 304 1,634 265 3,564
Net assets available for plan benefits $ 8,001,497 $ 282,225 $ 2,851,837 $ 159,995 $ 628,958 $ 540,804 $ 12,465,316
The accompanying notes are an integral part of these financial statements.
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Coca-Cola Bottling Co. Consolidated Savings Plan
Financial Statements and Schedules
PAGE 1 OF 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1993
Fixed New Washington Bond CCBCC
Income Perspective Mutual Investors Fund of Loan Common
Fund Fund Fund America Fund Stock Total
Additions to net assets:
Employee contributions $ 2,358,431 $ 157,766 $ 800,471 $ 145,042 $ 3,461,710
Employer contributions (Note 2) 1,249,437 85,783 458,132 89,663 1,883,015
Interest and dividends 629,193 18,808 196,082 29,428 $ 51,659 925,170
Realized gain (loss) on
sale of investments 3,006 829 $ 14,409 18,244
Net unrealized gain
(loss) on investments 73,693 198,563 (1,096) 502,537 773,697
Interfund transfers (1,009,150) 216,856 442,369 119,154 237,506 (6,735)
Total additions 3,227,911 552,906 2,098,623 383,020 289,165 510,211 7,061,836
Deductions from net assets:
Benefits paid 705,750 11,680 158,664 4,236 46,989 927,319
Forfeitures 25,475 1,195 5,723 944 33,337
Total deductions 731,225 12,875 164,387 5,180 46,989 960,656
Increase (decrease) in net
assets for year 2,496,686 540,031 1,934,236 377,840 289,165 463,222 6,101,180
Transfer of net assets from
Eastern Coca-Cola 401(k) 144,744 144,744
Net assets available for
plan benefits at
December 31, 1992 8,001,497 282,225 2,851,837 159,995 628,958 540,804 12,465,316
Net assets available
for plan benefits at
December 31, 1993 $ 10,642,927 $ 822,256 $ 4,786,073 $ 537,835 $ 918,123 $ 1,004,026 $18,711,240
The accompanying notes are an integral part of these financial statements.
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Coca-Cola Bottling Co. Consolidated Savings Plan
Financial Statements and Schedules
PAGE 2 OF 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1992
NationsBank Wachovia
Fixed Consolidated Fixed New
Income Equity Income Perspective
Fund Fund Fund Fund
Additions to net assets:
Employee contributions $ 323,888 $ 86,820 $ 1,542,439 $ 65,670
Employer contributions (Note 2) 90,026 21,708 367,588 15,386
Interest and dividends 81,857 3,241 399,935 4,643
Realized gain (loss) on
sale of investments (140,932) (167)
Net unrealized gain
(loss) on investments 3,575
Interfund transfers (293,503) 12,290
Total additions 495,771 (29,163) 2,016,459 101,397
Deductions from net assets:
Benefits paid 211,961 55,781 344,745 245
Forfeitures 30,746 29
Total deductions 211,961 55,781 375,491 274
Increase (decrease) in net assets
for year 283,810 (84,944) 1,640,968 101,123
Transfer to successor trustee (6,626,109) (2,446,049) 6,360,529 181,102
Net assets available for plan
benefits at December 31, 1991 6,342,299 2,530,993
Net assets available for Plan
benefits at December 31, 1992 $ $ $ 8,001,497 $ 282,225
The accompanying notes are an integral part of these financial statements.
Wachovia
Washington Bond CCBCC
Mutual Investors Fund of Loan Common
Fund America Fund Stock Total
Additions to net assets:
Employee contributions $ 442,091 $ 46,263 $ 2,507,171
Employer contributions (Note 2) 109,188 10,728 614,624
Interest and dividends 100,592 6,334 $ 9,422 606,024
Realized gain (loss) on
sale of investments 11,533 (30) $(19,581) (149,177)
Net unrealized gain
(loss) on investments 193,138 1,063 (58,528) 139,248
Interfund transfers (331,820) 6,639 620,684 (14,290)
Total additions 524,722 70,997 630,106 (92,399) 3,717,890
Deductions from net assets:
Benefits paid 114,928 1,458 1,148 45,007 775,273
Forfeitures 3,138 96 546 34,555
Total deductions 118,066 1,554 1,148 45,553 809,828
Increase (decrease) in net assets
for year 406,656 69,443 628,958 (137,952) 2,908,062
Transfer to successor trustee 2,445,181 90,552 (5,206)
Net assets available for plan
benefits at December 31, 1991 683,962 9,557,254
Net assets available for Plan
benefits at December 31, 1992 $ 2,851,837 $ 159,995 $ 628,958 $ 540,804 $ 12,465,316
The accompanying notes are an integral part of these financial statements.
-4-
Coca-Cola Bottling Co. Consolidated Savings Plan
Notes to Financial Statements
NOTE 1 - ACCOUNTING PRINCIPLES AND PRACTICES:
The significant accounting principles and practices of the Coca-Cola Bottling
Co. Consolidated Savings Plan (the "Savings Plan") are summarized as follows:
Accounting Method:
The accompanying financial statements have been prepared on the accrual basis
of accounting.
Valuation of Investments:
The investments of the Savings Plan are recorded at fair value which is
based primarily on quoted market values. The investment in the Aetna
Life Insurance and Annuity Company Guaranteed Accumulation Account is
stated at contract value.
Investment Transactions:
Realized gains and losses on sales of investments are recorded as the
difference between proceeds received and cost. Cost is determined using
the specific identification method. Net appreciation (depreciation) in
fair value of investments includes the reversal of previously recognized
appreciation (depreciation) relating to investments sold during the period.
Reclassifications:
Certain prior year amounts have been reclassified to conform to current
year classifications.
NOTE 2 - DESCRIPTION OF PLAN:
General:
The following brief description of the Savings Plan is provided for
general information purposes only. Participants should refer to the
Plan agreements for more complete information.
The Savings Plan allows participation by substantially all full time non-union
employees of Coca-Cola Bottling Co. Consolidated (the "Company"). The
Savings Plan is a defined contribution plan which provides benefits to
participants upon retirement, hardship, attainment of age 59 1/2, death
or termination of service.
The Savings Plan is administered by a Plan Committee currently composed of
two persons appointed by the Board of Directors of the Company. The Board
of Directors of the Company has the right at any time to remove members of
the Plan Committee, who serve without compensation. The Plan Committee
has complete responsibility for the operation and administration of the
Savings Plan including, without limitation, the power to construe and
interpret the Savings Plan and to resolve all questions that arise thereunder.
The Savings Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA") applicable to defined contribution
or individual account plans. The Plan Committee believes the Savings Plan
meets all significant requirements of ERISA.
-5-
Coca-Cola Bottling Co. Consolidated Savings Plan
Notes to Financial Statements
NOTE 2 - DESCRIPTION OF PLAN (Continued):
Savings Plan Eligibility:
Employees are eligible to participate in the Savings Plan on the first day of
the first pay period that begins in the month subsequent to the date of
completion of ninety days of employment. Participants become fully vested
with respect to contributions by the Company ("Company Contribution") after
the earlier of having contributed to the Savings Plan for two full years
or having completed five years of service since April 30, 1986.
Contributions:
Participants in the Savings Plan may contribute from 1% to 6% of their total
pre-tax compensation (Salary Reduction Contribution). Salary Reduction
Contributions were limited by the Internal Revenue Code to $8,994 and $8,728
in 1993 and 1992, respectively. The limit is increased annually by certain
cost of living adjustments and decreased for contributions to certain other
plans. In addition, Salary Reduction Contributions of highly compensated
employees may be further limited to comply with Internal Revenue Code
discrimination requirements. The Company makes a contribution equal to 25%
of the participant's Salary Reduction Contribution up to 6% of the
participant's contribution. Company Contributions for highly compensated
employees may be limited to comply with Internal Revenue Code discrimination
requirements. During 1993, the Company made a discretionary contribution of
approximately $1 million which was allocated, in general, to individual
participant's accounts based on the participant's deferral percentage
for the last pay period in 1993 multiplied by 25% of the participants'
1993 salary.
At the discretion of the Plan Committee, participants may be permitted to
deposit amounts received from other qualified plans (Rollover Contributions).
During 1993 and 1992 approximately $52,000 and $136,000, respectively, was
deposited into the Savings Plan under the rollover provisions.
Forfeitures of Company Contribution accounts serve to reduce current year
Company Contributions.
Investment Options:
The Savings Plan allows participants to select investment options for all
contributions and earnings thereon. Participants may place contributions and
transfers from other funds in any available fund in multiples of
10%. Investment options may be changed quarterly.
Effective April 1, 1992, the trustee for the Savings Plan was changed from
NationsBank (formerly NCNB National Bank of North Carolina) to Wachovia
Bank of North Carolina, N.A. (Wachovia).
In conjunction with the transfer of assets to Wachovia, the Savings Plan
offers new investment options for participants. The options are as follows:
(1) Fixed Income Fund - This fund is maintained by Wachovia and invests in
guaranteed investment contracts of the Aetna Life Insurance and Annuity
Company and is intended to insure preservation of principal and to
provide a minimum credited interest rate which is redetermined as of
January 1 and July 1 of each year.
-6-
Coca-Cola Bottling Co. Consolidated Savings Plan
Notes to Financial Statements
NOTE 2 - DESCRIPTION OF PLAN (Continued):
(2) Equity Funds - Participants are offered a choice of three funds which
are all maintained by the American Funds Group.
(a) Washington Mutual Investors Fund - This fund is fully invested in
common stocks and convertible securities.
(b) New Perspective Fund - Investments for this fund are made in
both U.S. and foreign securities.
(c) Bond Fund of America - This fund invests in a diversified portfolio
of bonds and other fixed-income obligations.
(3) Coca-Cola Bottling Co. Consolidated Common Stock - This fund consists of
investments in the common stock of the Company purchased on the open
market or shares which were sold by the trustee for other Plan
participants. Effective January 1, 1991, this investment option was
terminated with respect to future contributions. As a result, no
participant may change his or her investment options to increase the
amount held in the fund. Dividends received after that date are
invested in the Fixed Income Fund.
Earnings Allocation:
Each participant's account is credited with the participant's contributions,
an allocation of the Company's contributions and an allocation of the
earnings of the funds in which the participant has directed investments on
a quarterly basis.
Payments and Withdrawals:
Following a participant's retirement, death or other separation from service,
distribution of amounts credited to the participant's account will occur.
The participant or the named beneficiary will receive an amount equal to
the value of the participant's account arising from the participant's and
company contributions and earnings thereon in cash or in Company Stock, to
the extent so requested by the participant and held in the participant's
account.
Pre-termination distributions are allowed upon the participant's attainment
of age 59 1/2 or on account of hardship.
Withdrawals other than those allowed upon attainment of age 59 1/2 or death
may result in the imposition of a 10% penalty on amounts withdrawn.
Effective April 1, 1992, the Savings Plan was amended to allow participants
to obtain loans subject to approval by the Plan Committee. Such loans are
limited to one-half of a participant's vested interest in his or her Savings
Plan account up to $50,000.
Other:
Administrative expenses incurred directly by the Savings Plan are generally
paid by the Company.
The Company reserves the right to amend, discontinue or terminate the Savings
Plan. If the Savings Plan should be terminated, each participating employee
will become fully vested and will be entitled to receive payment from his
or her account as provided in the Savings Plan. Because the Savings Plan is
an individual account plan, it is not insured under the plan termination
provision of ERISA as administered by the Pension Benefit Guaranty Corporation.
-7-
Coca-Cola Bottling Co. Consolidated Savings Plan
Notes to Financial Statements
NOTE 3 - TAX STATUS OF THE SAVINGS PLAN:
The Savings Plan has received a favorable determination letter from the
Internal Revenue Service with respect to the qualified status of the
Savings Plan. The Plan Committee believes the Savings Plan continues to
fulfill the requirements of a qualified plan and is not subject to tax.
Accordingly, no provision for income taxes has been reflected in the
accompanying financial statements.
Under the present federal income tax laws, a participating employee will
not become subject to federal income tax with respect to contributions or
income earned thereon until the participating employee's account is distributed
to the employee from the Savings Plan.
NOTE 4 - NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS:
For 1993 and 1992 the following investments of the Savings Plan had changes
in fair market value as follows:
1993 1992
Net increase (decrease) in unrealized appreciation
for the year:
Coca-Cola Bottling Co. Consolidated
Common Stock $ 502,537 $ (58,528)
New Perspective Fund 73,693 3,575
Washington Mutual Investors Fund 198,563 193,138
Bond Fund of America (1,096) 1,063
$ 773,697 $ 139,248
NOTE 5 - PLAN MERGERS:
During 1993, the Company and The Coca-Cola Company formed Piedmont Coca-Cola
Bottling Partnership ("Piedmont"). The Company manages the operations of
Piedmont pursuant to a management agreement. In conjunction with the
management agreement, the Company is responsible for administering benefits
of employees of Piedmont which Piedmont leases from the Company. Effective
December 31, 1993, the Eastern Coca-Cola Bottling Company 401(k) Plan
("Eastern Plan"), a plan for certain employees of Piedmont, was merged into the
Plan. The assets of the Eastern Plan were transferred into the Savings Plan
during the first quarter of 1994.
-8-
Coca-Cola Bottling Co. Consolidated Savings Plan
Notes to Financial Statements
NOTE 6 - RECONCILIATION TO FORM 5500
The calculation of unrealized appreciation/(depreciation) and realized
gains/(losses) differs for financial reporting purposes and the reporting
required under ERISA, although the aggregate realized and unrealized
gain or loss is the same for financial reporting and ERISA reporting purposes.
Benefit obligations payable to participants at December 31, 1993 and 1992 are
reflected as Savings Plan liabilities in the Form 5500, but are not included
in the Savings Plan's net assets on the financial statements.
Benefit obligations payable to participants at December 31, 1993 and 1992,
respectively, included in the Savings Plan's net assets amounted to the
following:
December 31, December 31,
1993 1992
Fixed Income Fund $ 67,969 $ 843
New Perspective Fund 249
Washington Mutual Investors Fund 6,585
Bond Fund of America 1,021
CCBCC Common Stock 1,183
-------- --------
$ 77,007 $ 843
These amounts are reflected as plan liabilities in the Form 5500 filed
for ERISA reporting purposes.
NOTE 7 - SUBSEQUENT EVENTS
The trustee for the Plan was changed from Wachovia to Investors Fiduciary
Trust Company on January 1, 1994. All investment options available to
Plan participants remain unchanged.
Also, effective January 1, 1994, participants may contribute up to 10% of
their pre-tax earnings to the Plan, of which the Company matches 25% of
the first 6% contributed by participants.
-9-
Coca-Cola Bottling Co. Consolidated Savings Plan Schedule I
ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1993
Units Description Cost Market
26,920 Coca-Cola Bottling Co. Consolidated
Common Stock $ 713,263 $ 982,580
9,682,977 Aetna Life Insurance and Annuity Company
Guaranteed Accumulation Account 9,682,977 9,682,977
251,103.158 Washington Mutual Investors Fund 4,072,213 4,464,614
48,836.505 New Perspective Fund 655,755 733,036
31,656.155 Bond Fund of America 457,461 457,431
135,010 Wachovia Bank Diversified Trust Fund
Short-Term Investment Fund 135,010 135,010
Loans to participants 918,123 918,123
$16,634,802 $17,373,771
-10-
Coca-Cola Bottling Co. Consolidated Savings Plan Schedule II
REPORTABLE TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1993
Dollar Dollar
Number of Number of value of value of Net
Description purchases sales purchases sales gain
Aetna Life Insurance and Annuity
Company Guaranteed Accumulation
Account 31 2 $2,009,166 $806,000
Washington Mutual Investors Fund 44 1,459,541
-11-
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-4325)
of our report dated May 13, 1994 appearing in this Form 10-K/A.
PRICE WATERHOUSE
Charlotte, North Carolina
June 27, 1994
