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):
March 23, 2009
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 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
4100 Coca-Cola Plaza, Charlotte, North Carolina 28211
(Address of principal executive offices) (Zip Code)
(704) 557-4400
(Registrant’s 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On March 23, 2009, Coca-Cola Bottling Co. Consolidated (the “Company”) entered into a lease
agreement (the “Renewal Lease Agreement”) with Harrison Limited Partnership One (“HLP”) pursuant to
which the Company will continue to lease the Snyder Production Center (“SPC”), a manufacturing
facility, and the property and improvements adjacent to SPC (“Leased Property”) currently leased by
the Company. HLP is directly and indirectly owned by trusts of which J. Frank Harrison, III,
Chairman of the Board of Directors and Chief Executive Officer of the Company, and Deborah H.
Everhart, a director of the Company, are trustees and beneficiaries.
The current lease expires on December 31, 2010.
Pursuant to the Renewal Lease Agreement, upon expiration of the current lease, the Company will
lease the Leased Property for a ten-year term beginning January 1, 2011 (“Commencement Date”) and
extending through December 31, 2020. The Company can extend the term of the lease for four
successive terms of five years each. The base rent under the Renewal Lease Agreement will be
approximately $3.4 million for the first twelve months, which will represent a reduction in the
rent rate over the prior current lease. Beginning with the first annual anniversary of the
Commencement Date and continuing with each subsequent annual anniversary of the Commencement Date
the base rent paid by the Company will increase by 3% of the base rent in effect during the
immediately preceding 12 month period.
The Renewal Lease Agreement was negotiated under the supervision of a Special Committee of the
Board of Directors, comprised of independent directors with no interest in the transaction, which
was formed to consider the purchase, lease and other alternatives in connection with the December
31, 2010 expiration of the current lease for the Leased Property. The Special Committee retained
professionals to advise the Special Committee on a number of related matters, including the current
market and alternatives present in the market, and to assist in negotiations. The Renewal Lease
Agreement was approved by the Special Committee, the Audit Committee of the Company’s Board of
Directors, as well as the remaining independent members of the Board of Directors who do not have
an interest in the transaction.
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 of Form 8-K and incorporated herein by
reference.
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: |
March 23, 2009
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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 March 23, 2009 between Coca-Cola Bottling Co. Consolidated and
Harrison Limited Partnership One. |