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): January 2, 2002 --------------- COCA-COLA BOTTLING CO. CONSOLIDATED ------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-9286 56-0950585 -------------- ---------------- ------------------ (State or other jurisdiction (Commission File Number) (IRS Employer Identification No.) of incorporation) 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) Item 5. Other Events - --------------------- Piedmont Coca-Cola Bottling Partnership ("Partnership") was formed pursuant to a Partnership Agreement dated July 2, 1993 ("Partnership Agreement") between Carolina Coca-Cola Bottling Investments, Inc., a subsidiary of The Coca-Cola Company, and subsidiaries of Coca-Cola Bottling Co. Consolidated (the "Company"). On January 2, 2002, Piedmont Partnership Holding Company ("Piedmont"), a wholly owned subsidiary of The Coca-Cola Company, sold a 4.651% interest in the Partnership to Coca-Cola Ventures, Inc. ("Ventures"), a wholly owned subsidiary of the Company, for a purchase price of $10 million. Following the sale, Ventures has a 54.651% interest in the Partnership and Piedmont has a 45.349% interest in the Partnership. In connection with the sale, Piedmont and Ventures amended the Partnership Agreement to reflect the new ownership percentages and to make certain other non-substantive changes. As a result of the increase in the Company's ownership interest in the Partnership to more than 50%, the results of operations, financial position and cash flows of the Partnership will be presented on a consolidated basis in the financial statements of the Company beginning in the first quarter of the fiscal year 2002. In fiscal periods prior to 2002, the Company's investment in the Partnership was accounted for using the equity method. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - --------------------------------------------------------------------------- (c) Exhibits The following exhibit is filed herewith: 10.1 Master Amendment to Partnership Agreement, Management Agreement and Definition and Adjustment Agreement, dated as of January 2, 2002 by and among Piedmont Coca-Cola Bottling Partnership, CCBC of Wilmington, Inc., The Coca-Cola Company, Piedmont Partnership Holding Company, Coca-Cola Bottling Co. Consolidated and Coca-Cola Ventures, Inc. Signatures - ---------- 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 thereunto duly authorized: COCA-COLA BOTTLING CO. CONSOLIDATED ----------------------------------- (REGISTRANT) Date: January 14, 2002 BY: /s/ David V. Singer ---------------------------------------------- David V. Singer Principal Financial Officer of the Registrant and Executive Vice President, Chief Financial Officer