Coca-Cola Bottling Co. Consolidated
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
December 18, 2006
COCA-COLA BOTTLING CO. CONSOLIDATED
(Exact name of registrant as specified in its charter)
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Delaware
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0-9286
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56-0950585 |
(State or other jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.) |
of incorporation) |
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4100 Coca-Cola Plaza, Charlotte, North Carolina 28211
(Address of principal executive
offices) (Zip Code)
(704) 557-4400
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant. |
On December 18, 2006, CCBCC Operations, LLC (CCBCC Operations), a wholly owned-subsidiary of
Coca-Cola Bottling Co. Consolidated (the Company), entered into a Lease Agreement (the Lease
Agreement) with Beacon Investment Corporation (the Landlord) pursuant to which CCBCC Operations
will continue to lease the corporate office buildings (the Corporate Facilities) currently leased
by the Company. Beacon Investment Corporation is wholly-owned by J. Frank Harrison, III, the
Companys Chairman of the Board of Directors and Chief Executive Officer. The Company has occupied
the first corporate office building since 1985 and the second adjacent office building since 1999,
and has most recently been occupying the Corporate Facilities pursuant to a lease agreement with
the Landlord that was entered into on January 5, 1999.
Pursuant to the Lease Agreement, CCBCC Operations will lease the Corporate Facilities for a
fifteen-year term beginning January 1, 2007 and extending through December 31, 2021. The base rent
under the Lease Agreement will be approximately $4.04 million per annum subject to adjustment based
upon increases in the Consumer Price Index with an annual cap of 5%. CCBCC Operations will receive
a rental credit of $450,000 per annum (subject to annual adjustment based on the Consumer Price
Index with an annual cap of 5%) with respect to certain services and obligations (e.g., related to security, janitorial and
electrical services) to be provided and assumed by it in connection with the Lease Agreement.
After giving effect to such rental credit, the net base rent under the Lease Agreement will
initially be approximately $3.59 million per annum.
The Lease Agreement and the transactions contemplated thereby were approved and recommended to the
Companys Board of Directors by a Special Committee of the Board of Directors that was formed to
consider purchase, lease and other alternatives available to the Company in connection with the
December 31, 2008 expiration of the current lease with the Landlord relating to the Corporate
Facilities. The Lease Agreement and the transactions contemplated thereby were also approved by
the Audit Committee of the Companys Board of Directors.
The foregoing summary is subject to and qualified in its entirety by the terms of the Lease
Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
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Item 9.01.
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Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit |
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Number |
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Exhibit Description |
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10.1
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Lease Agreement dated December 18, 2006 between CCBCC Operations, LLC and Beacon
Investment Corporation. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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COCA-COLA BOTTLING CO. CONSOLIDATED
(REGISTRANT) |
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Date: December 21, 2006
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By:
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/s/ Steven D. Westphal |
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Steven D. Westphal
Principal Financial Officer of the Registrant
and
Senior Vice President and Chief Financial Officer |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
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Date of Event Reported:
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Commission File No: |
December 18, 2006
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0-9286 |
COCA-COLA BOTTLING CO. CONSOLIDATED
EXHIBIT INDEX
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Exhibit No. |
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Exhibit Description |
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10.1
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Lease Agreement dated December 18, 2006 between CCBCC Operations, LLC and Beacon Investment
Corporation. |