Amended Current Report Filing (8-k/a)
January 13 2017 - 4:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2016
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.)
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4100 Coca-Cola Plaza, Charlotte, North Carolina
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28211
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(Address of principal executive offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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EXPLANATORY NOTE
This Amendment No. 1 amends the Current Report on Form
8-K
filed on November 3, 2016 (the
Original
Form 8
-K
) by Coca-Cola Bottling Co. Consolidated (the
Company
) with the Securities and Exchange Commission (the
SEC
) to include the financial statements
and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form
8-K
and to include exhibits under Item 9.01(d) of Form
8-K,
which were omitted
from the Original Form
8-K
pursuant to paragraphs (a)(4) and (b)(2), respectively, of Item 9.01 of Form
8-K.
The Original Form
8-K
was filed to report the completion of the Companys acquisition from Coca-Cola Refreshments USA, Inc. (
CCR
), a wholly-owned subsidiary of The Coca-Cola Company, of certain
distribution assets and a regional manufacturing facility and related assets (the
October 2016 Acquisitions
). As a result of the October 2016 Acquisitions, the aggregate business acquired by the Company from CCR in fiscal 2016
(the
Acquired Business
) is significant under Rule
3-05
of Regulation
S-X
and Item 2.01 of Form
8-K.
Item 9.01.
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Businesses Acquired.
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The audited combined abbreviated statements of assets
acquired and liabilities assumed as of December 31, 2015 and December 31, 2014 and audited combined abbreviated statements of net revenues and direct operating expenses for the years ended December 31, 2015 and 2014 and the notes
thereto are filed as Exhibit 99.1 hereto and are incorporated herein by reference, and the interim unaudited combined abbreviated statements of assets acquired and liabilities assumed as of September 30, 2016 and the unaudited combined
abbreviated statements of net revenues and direct operating expenses for the nine month periods ended September 30, 2016 and October 2, 2015 and the notes thereto are filed as Exhibit 99.2 hereto and are incorporated herein by reference.
Pursuant to a letter dated October 25, 2016 from the Staff of the SECs Division of Corporate Finance, the Staff stated that it would not
object to the Companys proposal to provide the financial statements described above in satisfaction of the requirements of
Rule 3-05
of Regulation
S-X.
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(b)
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Pro Forma Financial Information.
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The unaudited pro forma condensed combined financial statements for
the year ended January 3, 2016 and the first three quarters ended October 2, 2016 and the notes thereto are filed as Exhibit 99.3 hereto and are incorporated herein by reference.
The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, in accordance with Article 11 of Regulation
S-X,
and are not indicative of the results of operations that would have been realized had the closings for the Acquired Business actually been completed on the dates indicated, nor are they indicative of the
Acquired Businesss operations going forward.
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Exhibit
No.
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Description
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Incorporated By Reference To
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23.1
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Consent of Ernst & Young LLP.
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Filed herewith.
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99.1
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The audited combined abbreviated statements of assets acquired and liabilities assumed as of December 31, 2015 and December 31, 2014 and audited combined abbreviated statements of net revenues and direct operating expenses
for the years ended December 31, 2015 and 2014, and the notes thereto.
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Filed herewith.
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99.2
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The interim unaudited combined abbreviated statements of assets acquired and liabilities assumed as of September 30, 2016 and the unaudited combined abbreviated statements of net revenues and direct operating expenses for the
nine month periods ended September 30, 2016 and October 2, 2015 and the notes thereto.
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Filed herewith.
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99.3
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Unaudited pro forma condensed combined consolidated financial statements for the year ended January 3, 2016 and the first three quarters ended October 2, 2016 and the notes thereto.
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Filed herewith.
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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
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Date: January 13, 2017
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By:
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/s/ Clifford M. Deal, III
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Clifford M. Deal, III
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Senior Vice President, Chief Financial Officer
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
EXHIBITS
CURRENT
REPORT
ON
FORM
8-K
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Date of Event Reported:
October 28, 2016
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Commission File No:
0-9286
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COCA-COLA BOTTLING CO. CONSOLIDATED
EXHIBIT INDEX
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Exhibit
No.
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Description
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Incorporated By Reference To
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23.1
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Consent of Ernst & Young LLP.
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Filed herewith.
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99.1
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The audited combined abbreviated statements of assets acquired and liabilities assumed as of December 31, 2015 and December 31, 2014 and audited combined abbreviated statements of net revenues and direct operating expenses
for the years ended December 31, 2015 and 2014, and the notes thereto.
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Filed herewith.
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99.2
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The interim unaudited combined abbreviated statements of assets acquired and liabilities assumed as of September 30, 2016 and the unaudited combined abbreviated statements of net revenues and direct operating expenses for the
nine month periods ended September 30, 2016 and October 2, 2015 and the notes thereto.
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Filed herewith.
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99.3
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Unaudited pro forma condensed combined consolidated financial statements for the year ended January 3, 2016 and the first three quarters ended October 2, 2016 and the notes thereto.
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Filed herewith.
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