Attached files
| file | filename |
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| EX-99.2 - EX-99.2 - Coca-Cola Consolidated, Inc. | coke-ex992_69.htm |
| EX-99.1 - EX-99.1 - Coca-Cola Consolidated, Inc. | coke-ex991_6.htm |
| EX-23.1 - EX-23.1 - Coca-Cola Consolidated, Inc. | coke-ex231_85.htm |
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):
April 28, 2017
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
This Amendment No. 1 amends the Current Report on Form 8-K filed on May 2, 2017 (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 Company’s 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 “April 2017 Acquisitions”). As a result of the April 2017 Acquisitions, the aggregate business acquired by the Company from CCR in fiscal 2017 through April 28, 2017 (the “2017 Tranche 1 Expansion Transactions”) is significant under Rule 3‑05 of Regulation S-X and Item 2.01 of Form 8-K.
Item 9.01.Financial Statements and Exhibits.
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(a) |
Financial Statements of Businesses Acquired. |
The audited combined abbreviated statement of assets acquired and liabilities assumed for the 2017 Tranche 1 Expansion Transactions as of December 31, 2016 and audited combined abbreviated statement of net revenues and direct operating expenses for the 2017 Tranche 1 Expansion Transactions for the year ended December 31, 2016 and the notes thereto are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
Pursuant to a letter dated June 21, 2017 from the Staff of the SEC’s Division of Corporation Finance, the Staff stated that it would not object to the Company’s proposal to provide the abbreviated financial statements described above in satisfaction of the requirements of Rule 3-05 of Regulation S-X.
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(b) |
Pro Forma Financial Information. |
The unaudited pro forma condensed combined financial statements for the 2017 Tranche 1 Expansion Transactions as of and for the year ended January 1, 2017 and the notes thereto are filed as Exhibit 99.2 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 2017 Tranche 1 Expansion Transactions actually been completed on the dates indicated, nor are they indicative of the 2017 Tranche 1 Expansion Transactions’ operations going forward.
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(d) |
Exhibits. |
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Exhibit No. |
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Description |
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Incorporated by Reference or Filed Herewith |
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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 statement of assets acquired and liabilities assumed as of December 31, 2016 and audited combined abbreviated statement of net revenues and direct operating expenses for the year ended December 31, 2016, and the notes thereto. |
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Filed herewith. |
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99.2 |
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Unaudited pro forma condensed combined consolidated financial statements as of and for the year ended January 1, 2017 and the notes thereto. |
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Filed herewith. |
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: July 13, 2017 |
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By: |
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/s/ Clifford M. Deal, III |
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Clifford M. Deal, III Senior Vice President, Chief Financial Officer |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
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Date of Event Reported: April 28, 2017 |
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Commission File No: 0-9286 |
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 or Filed Herewith |
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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 statement of assets acquired and liabilities assumed as of December 31, 2016 and audited combined abbreviated statement of net revenues and direct operating expenses for the year ended December 31, 2016, and the notes thereto. |
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Filed herewith. |
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99.2 |
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Unaudited pro forma condensed combined consolidated financial statements as of and for the year ended January 1, 2017 and the notes thereto. |
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Filed herewith. |