SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 --------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------------------- --------------------- Commission file number 33-69274 -------- THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) NEVADA 75-1494591 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1999 BRYAN STREET, SUITE 3300, DALLAS, TEXAS 75201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 969-1910 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: 9% SENIOR SUBORDINATED NOTES DUE 2003 (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X --- The aggregate market value of the voting stock held by non-affiliates of the registrant, as of March 1, 1998 was $0.00. As of March 1, 1998, 100,000 shares of the Company's Common Stock, par value $.10 per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE: None PART I ITEM 1. BUSINESS GENERAL The Coca-Cola Bottling Group (Southwest), Inc. (the "Company"), which is a wholly-owned subsidiary of CCBG Corporation, a privately-held Nevada corporation ("Parent"), owns 100% of the capital stock of Southwest Coca-Cola Bottling Company, Inc. ("Southwest Coke") and The Dani Group, Inc. ("Dani"). Southwest Coke owns all the outstanding capital stock of two Oklahoma corporations, Woodward Coca-Cola Bottling Company and Alva Coca-Cola Bottling Co., Inc. The Company also owns 100% of the voting Class A Common Stock, representing 49% of the equity ownership, of Texas Bottling Group, Inc. ("TBG"), which in turn owns 100% of Coca-Cola Bottling Company of the Southwest ("San Antonio Coke"). Substantially all of the remaining 51% equity ownership of TBG, represented by non-voting Class B Common Stock, is owned by The Prudential Insurance Company of America and its affiliate ("Prudential"). CORPORATE STRUCTURE ------------------------------- CCBG Corporation ("Parent") ------------------------------- | | | ------------------------------- The Coco-Cola Bottling Group (Southwest), Inc ("CCB GROUP") ------------------------------- | | | | | --------------- | 49% Equity | | 100% Voting | | ------------------------------ | Texas Bottling Group, Inc. | (the "Company") | ------------------------------ | | | | - ---------------------------- ------------------------------ Southwest Coca-Cola Coca-Cola Bottling Company Bottling Company, Inc. of ("Southwest Coke") the Southwest ("San Antonio Coke") - ---------------------------- ------------------------------ _____________ Consolidated ............. Unconsolidated Southwest Coke and its subsidiaries and San Antonio Coke are principally engaged in bottling, canning and distributing carbonated soft drinks. Their soft drink operations are conducted pursuant to franchise agreements with companies owning the rights to various soft drink formulae and trademarks, including principally The Coca-Cola Company (an unaffiliated company) and Dr Pepper Company. These franchises grant to Southwest Coke and San 2 Antonio Coke the exclusive right to manufacture and distribute certain trademarked soft drink products in specified territories. Territories franchised to Southwest Coke by The Coca-Cola Company cover regions which had an aggregate population of 2.3 million in the 1990 Census and encompass substantial portions of North and West Texas, including the cities of Amarillo, Lubbock, Abilene, Midland, Odessa and Wichita Falls, substantial portions of western Oklahoma, the eastern half of New Mexico and adjacent areas of Colorado and Kansas. The Dr Pepper franchises held by Southwest Coke include substantially the same territories as the Coca-Cola franchises, other than the Abilene, Midland-Odessa and Wichita Falls areas. Both Southwest Coke and San Antonio Coke are franchisees for products of a number of other companies in various parts of their respective territories. Other products bottled and/or distributed include Canada Dry mixers, Evian water, Hershey's, Squirt and Big Red. San Antonio Coke generally produces and distributes the same brands of soft drinks as Southwest Coke. In May and June of 1996, Southwest Coke added Sprite, Barq's Root Beer and Minute Maid flavors in territories where it has previously distributed Seven-Up, A&W and Welch's products. Automated & Custom Food Services, Inc. ("ACFS"), an operating division of the Company, in North and East Texas, and Southwest Coke and San Antonio Coke in their respective franchise areas, also operate food service businesses in which soft drinks and food products are sold through vending machines, cafeterias and catering operations. On June 25, 1994, Dani acquired the assets of a catering and hospitality management business in the Dallas, Texas area. The Company plans to either sell or cease operations at Dani in 1998. Accordingly, results of operations and costs expected to be incurred in ceasing such operations have been classified as loss from discontinued operations. The Company is a Nevada corporation originally organized under Texas law in 1972. Its executive offices are located at 1999 Bryan Street, Suite 3300, Dallas, Texas, 75201, and its telephone number is (214) 969-1910. INDUSTRY OVERVIEW Carbonated soft drinks are the most consumed beverages in the United States, ahead of tap and bottled water, coffee and beer. Industry retail sales volume for 1996 is estimated to have been slightly under $54 billion, which is believed to be approximately 28.8% of the beverage market based on consumption. Per capita consumption of soft drinks is estimated to have been 52.5 gallons in 1996, as compared to 41.5 gallons in 1986, representing a compound annual increase of 2.4% since 1986. The only other segment of the beverage market in which per capita consumption has shown any significant increase since 1986 is bottled water, although its share of the beverage market is estimated to have been only 6.1% in 1996. The following table shows the per capita consumption in gallons, market share and compound growth rate for products in the U.S. beverage market since 1986, according to information recently compiled and revised by an industry trade magazine: 3 Compounded Rate Change 1986 1996 1986 - 1996 ---------------- ----------------- ------------ Gal. per % of Gal. per % of Gal. per Capita Mkt. Capita Mkt. Capita -------- ----- -------- ----- -------- Carbonated Soft Drinks 41.5 22.7% 52.5 28.8% 2.4% Beer 24.2 13.3 22.1 12.1 (0.9) Coffee 27.1 14.9 20.4 11.2 (2.8) Milk 19.9 10.9 18.6 10.2 (0.7) Juices & Powders 13.5 7.4 13.6 7.5 0.1 Tea 7.3 4.0 7.0 3.8 (0.4) Bottled Water 5.0 2.7 11.1 6.1 8.2 Wine and Distilled Spirits 4.1 2.2 3.0 1.6 (3.1) All other (including tap 39.9 21.9 34.2 18.7 (1.5) water) ----- ----- ----- ----- Total 182.5 100.0% 182.5 100.0% ----- ----- ----- ----- ----- ----- ----- ----- Factors that appear to be significant contributors to increased consumption of soft drinks are (i) increased health consciousness coupled with improvements in the taste of diet soft drinks and the introduction of caffeine free and low sodium soft drink products; (ii) societal and governmental pressures to reduce consumption of alcoholic beverages; (iii) peaking consumption by the baby boom age group; and (iv) heavy promotional and advertising activity by the soft drink industry to broaden the appeal and consumer acceptance of soft drinks. As a result, consumers have tended to maintain or increase their soft drink consumption as they age, and each age group in the United States population is consuming greater amounts of soft drinks per capita than its corresponding age group at any time in the past. During 1996, products of The Coca-Cola Company accounted for 43.1% of national soft drink sales in the United States, followed by products of PepsiCo, Inc. with 31.0% of sales. Dr Pepper Company branded products accounted for 7.5% of national soft drink sales in 1996. Of national sales of diet soft drinks in 1996, products of The Coca-Cola Company accounted for 49.2%, products of PepsiCo, Inc. accounted for 32.2% and Dr Pepper Company brands accounted for 4.2%. Supermarkets and other retail "home market" accounts, including grocery stores, convenience stores, mass-merchandisers, drug stores, liquor stores and other similar retail outlets, remain the predominant distribution channels, followed by on-premise consumption (fountain) volume and "single drink" sales, primarily through vending machines. SOFT DRINK PRODUCTS Carbonated soft drink products of The Coca-Cola Company produced and distributed by Southwest Coke include Coca-Cola Classic, diet Coke, Cherry Coke, diet Cherry Coke, TAB, Sprite, diet Sprite, Mr. PiBB, Minute Maid orange soda, Fresca, Barq's, Surge, Citra and other brands. Non-carbonated products of The Coca-Cola Company distributed by Southwest Coke include PowerAde, Nestea, Fruitopia and Minute Maid Juices to Go. Southwest Coke also produces and distributes products of Dr Pepper Company in most of its territories other than in and around Abilene, Midland-Odessa and Wichita Falls, Texas. Various other products, including Canada Dry mixers, Squirt, Big Red and Evian water, are produced and/or distributed in various parts of Southwest Coke's territories under franchise agreements with the companies that own the trademarks and supply the concentrates or finished products for those beverages. San Antonio Coke generally produces and distributes the same brands of soft drinks as Southwest Coke. San Antonio Coke also produces and distributes its own proprietary label products. 4 The following table sets forth Southwest Coke's and San Antonio Coke's total equivalent case sales of The Coca-Cola Company and Dr Pepper Company products as a percentage of each company's total soft drink equivalent case sales: SOUTHWEST COKE SAN ANTONIO COKE -------------- ---------------- The The Coca-Cola Coca-Cola Year Company Dr Pepper Company Dr Pepper ---- --------- --------- --------- --------- 1995 69% 20% 73% 19% 1996 75% 21% 75% 19% 1997 76% 22% 77% 21% SOFT DRINK FRANCHISES Southwest Coke and San Antonio Coke hold franchise and marketing agreements from The Coca-Cola Company to produce and distribute its soft drinks in bottles, cans and 4.75-gallon pressurized pre-mix containers, and to engage in certain other marketing activities. Under the terms of the franchise agreements, Southwest Coke and San Antonio Coke have the exclusive right to produce and distribute certain products of The Coca-Cola Company in their prescribed geographic areas, except for fountain syrup, for which the rights are non-exclusive. In addition, the franchise agreements specify minimum levels of marketing expenditures by The Coca-Cola Company in support of the bottler based upon the volume sold by that bottler. Marketing expenditures by The Coca-Cola Company in support of the activities of Southwest Coke and San Antonio Coke have routinely exceeded the minimum levels. None of the Company, Southwest Coke, TBG or San Antonio Coke, and none of their affiliates, has any legal relationship with The Coca-Cola Company or any other franchisor other than pursuant to their respective franchise and marketing agreements. The Company believes that Southwest Coke, its subsidiaries and San Antonio Coke are currently in compliance with all of the terms of their franchise agreements. The Coca-Cola Company is the sole owner of the secret formulae under which the primary component (concentrate or syrup) of various cola products bearing the trademark "Coca-Cola" are manufactured. Each concentrate, when mixed with water and sweetener, produces syrup, which, when mixed with carbonated water, produces one of the soft drinks bearing the trademark "Coca-Cola" or "Coke." In most instances, Southwest Coke and San Antonio Coke currently produce their own syrup by mixing concentrate purchased from The Coca-Cola Company with sweeteners purchased from outside sources. Except to the extent reflected in the price of concentrate or syrup, no royalty or other compensation is paid under the franchise agreements to The Coca-Cola Company for the right of Southwest Coke and San Antonio Coke to use the trade names and trademarks "Coca-Cola" and "Coke" in their territories and the associated patents, copyrights, designs and labels, all of which are owned by The Coca-Cola Company. Under the terms of their franchise agreements with The Coca-Cola Company (the "Coca-Cola Bottler's Contract"), Southwest Coke and San Antonio Coke are required to purchase either concentrate or syrup manufactured only by The Coca-Cola Company for Coca-Cola trademarked cola products. The concentrate or syrup is sold to Southwest Coke and San Antonio Coke at a base price established in 1978 and adjusted from time to time to reflect changes in the Consumer Price Index and, in the case of diet brands, changes in the price of sweeteners. The Coca-Cola Bottler's Contract will remain in effect for an unlimited period of time, subject to termination upon due notice by The Coca-Cola Company that there has been a violation of any of the prescribed terms thereof and subject to automatic termination if Southwest Coke or San Antonio Coke is placed in receivership or becomes bankrupt. Franchise agreements for other products of The Coca-Cola Company are issued either for ten-year periods renewable on the same terms at the option of Southwest Coke and San Antonio Coke or in perpetuity subject to certain requirements. The franchise agreements relating to soft drink products from Dr Pepper Company and other significant soft drink franchisors are granted in perpetuity and are otherwise similar to the Coca-Cola Bottler's Contract, 5 except that they contain change of control provisions triggered by the sale of the stock of the franchisee, certain marketing-related performance requirements and provisions permitting the franchisor to unilaterally set from time to time the price of concentrate and syrup. Except for territories not covered by Dr Pepper franchise agreements, the territories covered by the franchise agreements for products of other franchisors generally correspond with the territories covered by the Coca-Cola Bottler's Contract. The franchise agreements with The Coca-Cola Company permit limited production of cola products other than those of The Coca-Cola Company, either as a contract packer or for the bottler's distribution if such products are not more than 33% of a flavor line that does not exceed 10% of the bottler's soft drink sales. There are no competitive product restrictions in franchise agreements for non-cola products of The Coca-Cola Company, such as Sprite, Mr. PiBB and Fresca, but The Coca-Cola Company prohibits distribution of products that compete with PowerAde, Nestea, Fruitopia and Minute Maid Juices To Go, which are distributed under temporary agreements. The franchise agreements with Dr Pepper Company and most other soft drink franchisors prohibit the manufacture or sale of similar flavor products that are competitive with the licensed products. SOFT DRINK MARKETING During 1997, approximately 83% of Southwest Coke's and 86% of San Antonio Coke's total equivalent case sales of soft drink products were sold to the "home market" through supermarkets, grocery stores, convenience stores, mass-merchandisers, drug stores, liquor stores and other similar retail outlets. The remaining soft drink equivalent case sales were made to the "single drink" market, which consists primarily of sales for immediate consumption through various types of vending machines owned by Southwest Coke, San Antonio Coke, retail outlets or third-party vending companies. Southwest Coke and San Antonio Coke maintain approximately 254 and 261 routes, respectively, for which the route drivers are primarily responsible for marketing, servicing and delivering products to retail and vending machine accounts. Advance sales also are made by sales persons who both call on and make telephone solicitations to accounts, which are then serviced and delivered by route drivers and merchandisers. Southwest Coke and San Antonio Coke sell soft drink products in a variety of returnable glass and non-returnable glass and plastic bottles and in cans in proportions varying from territory to territory. Within a single geographic territory, there may be as many as 13 different packages for Coca-Cola products, in addition to pre-mix containers and post-mix syrup packages. Southwest Coke and San Antonio Coke have used competitive techniques, such as new product introductions, packaging changes and sales promotions, to compete effectively, while managing discounts and allowances for their products to maximize net revenues. Some of the more significant strategies employed in managing discounts and allowances have been the introduction of new packaging, the adoption of innovative marketing programs and, in some instances, the development of a proprietary brand to pursue a particular market niche. Both Southwest Coke and San Antonio Coke spend substantial amounts on extensive local sales promotions of their soft drink products. These advertising and promotional expenses are partially offset by marketing funds provided by the various franchisors to support an array of marketing programs. Advertising allowances from the franchisors have historically increased as Southwest Coke's and San Antonio Coke's sales of the franchisors' brands have increased. Southwest Coke and San Antonio Coke benefit from television and radio advertising in the marketing of their soft drinks, and The Coca-Cola Company and Dr Pepper Company have made substantial expenditures in cooperative advertising programs with Southwest Coke and/or San Antonio Coke in their territories. Southwest Coke's sales and operating income fluctuate with the seasons of the year, with sales and earnings higher in warm weather months (May through October) than in colder months (November through April). Sales are also higher during holiday periods such as Thanksgiving, Christmas, Easter, Memorial Day, Fourth of July and Labor Day. 6 Approximately 23% of the Company's 1997 net revenues were derived from its five largest customers, all of which were either chain supermarkets, chain convenience stores or wholesale clubs. No single customer accounted for more than 10% of net revenues during 1997. COMPETITION The beverage business is highly competitive. Soft drink products, both carbonated and non-carbonated, are sold in competition with water, coffee, milk and beer as well as with fruit drinks and fruit juices in a variety of outlets from supermarkets to restaurants. Competitors in the soft drink industry include bottlers and distributors of nationally advertised and marketed products, as well as chain store and private label soft drinks. The principal methods of competition in the soft drink industry include brand recognition, price and price promotion, retail space management, service to the retail trade, new product introductions, packaging changes, distribution methods and advertising. Management of the Company believes that brand recognition is the primary factor affecting the competitive positions of Southwest Coke and San Antonio Coke, which is enhanced by the well-known trademarks associated with their soft drink products. The major national-brand competitors of Southwest Coke and San Antonio Coke are bottlers of Pepsi-Cola products, including Pepsi-Cola Company Owned Bottling Operations and independent Pepsi-Cola bottlers. San Antonio Coke's largest competitor is a grocery chain that distributes private label soft drinks. Reliable, relevant data is not available to measure Southwest Coke's and San Antonio Coke's total share of sales in the beverage market. However, information based on sales of national brand soft drink products in supermarkets and other grocery stores indicates that each of Southwest Coke's and San Antonio Coke's share of such sales exceeds the share of its respective Pepsi bottler competitor in all of its territories. RAW MATERIALS In addition to concentrates obtained from The Coca-Cola Company and other franchisors, Southwest Coke and San Antonio Coke also purchase water, carbon dioxide, fructose, glass and plastic bottles, cans, closures and other packaging materials for use in soft drink manufacturing. There are multiple suppliers available for all of these raw materials other than concentrates. Southwest Coke and San Antonio Coke do not directly purchase low-calorie sweeteners because they are contained in the beverage concentrate. When feasible, Southwest Coke and San Antonio Coke coordinate their raw materials purchases, particularly aluminum cans and sweeteners, to take advantage of volume discounts and concessions. Southwest Coke and San Antonio Coke purchase substantially all of their empty plastic bottles (in sizes ranging from twenty ounces to three liters) from Western Container Corporation ("Western Container"), a plastic bottle manufacturing cooperative owned by certain bottlers of Coca-Cola, of which both Southwest Coke and San Antonio Coke are members and collectively own 42.2%. During 1993, Southwest Coke and San Antonio Coke each entered into five-year supply agreements with Western Container. The agreements require Southwest Coke and San Antonio Coke to pay a maximum amount per calendar quarter of $102,218 and $232,704, respectively, reduced by $10 per 1,000 contour style and sixteen-ounce, twenty-ounce and one-liter generic style plastic bottles purchased during the same calendar quarter. At the end of each successive four quarters, the credit due Southwest Coke or San Antonio Coke is determined on a twelve-month basis, and in the event the quantities purchased exceed the volume required to eliminate the obligation to make quarterly payments during the twelve-month period, any payments made under the contract during such period are refunded. Applicable purchases from Western Container in 1997 by each of Southwest Coke and San Antonio Coke exceeded the minimum purchase requirements necessary to eliminate payments under each respective contract. 7 FOOD SERVICE OPERATIONS Food service operations are conducted by each of Southwest Coke and San Antonio Coke in their soft drink franchise territories and, in addition, by ACFS and Dani in North and East Texas. The food service operations of Southwest Coke are conducted under the trade name "Refreshments Vending," while the food service operations of San Antonio Coke are conducted under the trade name "Snappy Snack." Food service items are sold primarily through soft drink and other vending machines, but distribution is also made through speed lines (limited item self-serve cafeteria format), cafeterias, office coffee services and catering services. These operations supply a complete line of hot and cold food products, as well as soft drinks, to a variety of locations, including industrial plants, offices, hospitals, schools and government installations. GOVERNMENT REGULATION The production, distribution and sale of many of the products of Southwest Coke and San Antonio Coke are subject to the Federal Food, Drug and Cosmetic Act; the Occupational Safety and Health Act; the Lanham Act; various Federal environmental statutes and various other federal and state statutes regulating the franchising, production, sale, safety, advertising, labeling and ingredients of such products. Two soft drink product ingredients, saccharin and aspartame, are regulated by the United States Food and Drug Administration. Bills are considered from time to time in various state legislatures which would prohibit the sale of beverages unless a deposit is made for the containers. Proposals have been introduced in certain states and localities that would impose a special tax on beverages sold in non-returnable containers as a means of encouraging the use of returnable containers. In addition, various bills have been proposed and are currently under consideration by Congress and various state legislatures which would require consumers to make a deposit upon the purchase of beverages sold in non-returnable containers. No such legislation is currently in effect and, to the knowledge of management of the Company, none is currently under consideration in state legislatures in any territories served by Southwest Coke or San Antonio Coke. Specific soft drink taxes have been proposed in some states for several years although none have been adopted and, to the knowledge of management of the Company, none is currently under consideration in any territories served by Southwest Coke or San Antonio Coke. Substantially all of the facilities of Southwest Coke and San Antonio Coke are subject to federal, state and local statutes and regulations related to the discharge of materials into the environment. Compliance with these laws has not had, and management of the Company does not expect such compliance to have, any material effect upon the capital expenditures, net income or competitive position of those entities or of the Company. The business of Southwest Coke and San Antonio Coke, as exclusive manufacturers and distributors of bottled and canned soft drink products of The Coca-Cola Company, Dr Pepper Company and other soft drink franchisors within specified geographic territories, are subject to federal and state antitrust laws of general applicability. Under the Soft Drink Interbrand Competition Act of 1980, soft drink bottlers such as Southwest Coke and San Antonio Coke may exercise an exclusive contractual right to manufacture, distribute and sell a soft drink product in a geographic territory if the soft drink product is in substantial and effective competition with other products of the same class in the same market or markets. Management of the Company believes that there is substantial and effective competition in each of the geographic territories in which Southwest Coke and San Antonio Coke operate. EMPLOYEES As of December 31, 1997: (i) the Company had 15 full-time employees, all of whom were administrative employees; (ii) Southwest Coke had 1,151 full-time employees, of whom 110 were administrative employees, 345 were 8 production, warehouse and transportation employees and 696 were sales, marketing and distribution employees; (iii) San Antonio Coke had 1,285 full-time employees, of whom 119 were administrative employees, 330 were production, warehouse and transportation employees and 836 were sales, marketing and distribution employees; (iv) ACFS had 258 full-time employees, of whom 23 were administrative employees, 66 were production, warehouse and transportation employees and 169 were sales, marketing and distribution employees; and (v) Dani had 87 full-time employees involved in its catering operations. TBG has no employees, although 15 administrative employees of the Company provide management services to TBG for which TBG pays a management fee which in 1997 totaled $0.7 million. None of the employees of the Company, TBG and their subsidiaries is covered currently by a collective bargaining agreement. Management of the Company believes that employee relations are satisfactory. ITEM 2. PROPERTIES The principal properties of Southwest Coke, San Antonio Coke and ACFS include production facilities, sales and distribution centers and administrative offices. All real properties material to their operations are owned. As of December 31, 1997, Southwest Coke operated 23 soft drink facilities, including one administrative office, one production facility and 21 distribution facilities. One of the facilities of Southwest Coke has been mortgaged to secure debt of Southwest Coke in the aggregate principal amount, as of December 31, 1997, of approximately $8,000. One of the distribution facilities of Southwest Coke is leased and the rest are owned. As of December 31, 1997, San Antonio Coke operated seven soft drink facilities, including one production facility, one combination production and distribution facility and five distribution facilities. Two of the facilities of San Antonio Coke are leased and the rest are owned. As of December 31, 1997, ACFS operated four distribution facilities, two of which were leased, and operated one leased machine service facility, while Dani operated two leased facilities. The headquarters office of the Company is in a leased facility. Management of the Company believes its production and distribution facilities are all in good condition, are adequate for the Company's operations as presently conducted, and provide sufficient capacity for increased manufacturing and distribution in the foreseeable future. ITEM 3. LEGAL PROCEEDINGS The Company, Southwest Coke and its subsidiaries, TBG and San Antonio Coke are defendants in a number of lawsuits which have arisen from the normal operations of their businesses and involve alleged injuries from vehicle and other accidents, work-related accidents, package failure and foreign matter in bottles or cans, trade credit or employment-related claims. These matters are defended by various insurance carriers or are otherwise so limited in exposure that the risk of loss in these matters is not material. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. 9 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS There is no established public trading market for the Company's Common Stock. As of March 1, 1998, the Company had outstanding 100,000 shares of its Common Stock held by one stockholder. Holders of Common Stock are entitled to share ratably in dividends, if and when declared by the Company's Board of Directors. The Company's credit agreement with its principal lenders and the Indenture pursuant to which the Company issued its 9% Senior Subordinated Notes Due 2003 restrict the amount of dividends that may be paid. ITEM 6. SELECTED FINANCIAL DATA The following selected consolidated income statement and balance sheet data for the years ended December 31, 1993 through December 31, 1997 have been derived from the Company's Consolidated Financial Statements. The information set forth below is qualified by reference to and should be read in conjunction with the Consolidated Financial Statements and related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are included elsewhere in this report. In 1997, the Company reached a decision to cease operation of Dani during 1998. The Company will attempt to sell the remaining Dani assets and accordingly the information presented below has been restated to reflect the results of Dani as a discontinued operation for all periods presented. Years Ended December 31, ----------------------------------------------------------------------- 1993 1994 1995 1996 1997 ---------- ---------- ---------- ---------- ---------- (in thousands) OPERATING DATA: Net revenues . . . . . . . . . . . . . . . . . . $200,551 $222,666 $233,395 $243,857 $244,964 Gross profit . . . . . . . . . . . . . . . . . . 96,476 105,622 108,378 117,398 118,535 Operating income . . . . . . . . . . . . . . . . 27,945 30,395 31,656 32,960 28,095 Total interest expense . . . . . . . . . . . . . 29,078 28,925 23,880 21,417 20,968 Equity in earnings of unconsolidated subsidiary . . . . . . . . . . . . . . . . . . -- -- 5,311 7,531 3,379 Income (loss) from continuing operations before income taxes . . . . . . . . . . . . (1,133) 1,470 13,087 19,074 10,506 Income (loss) before extraordinary item . . . . (1,133) 1,194 22,770 15,448 6,588 Net income (loss) . . . . . . . . . . . . . . . (7,522) 1,194 21,983 15,448 6,588 OTHER DATA: EBITDA (a) . . . . . . . . . . . . . . . . . . . 39,410 42,662 44,662 47,547 44,403 Depreciation . . . . . . . . . . . . . . . . . . 6,276 6,775 7,147 8,198 10,350 Amortization of intangible assets . . . . . . . 5,104 5,227 5,300 5,694 5,218 Interest rate swap . . . . . . . . . . . . . . . -- 3,854 -- -- -- Amortization of debt issuance costs . . . . . . 1,355 1,278 1,222 593 583 Capital expenditures . . . . . . . . . . . . . . 7,727 7,742 8,111 12,573 15,553 Cash flows provided by (used for): Operating activities . . . . . . . . . . . . 9,071 13,285 23,189 28,003 19,401 Investing activities . . . . . . . . . . . . (21,382) (8,113) (4,969) (10,519) (11,831) Financing activities . . . . . . . . . . . . 13,431 (6,217) (18,249) (17,419) (7,473) Ratio of earnings to fixed charges . . . . . . . 0.96 1.05 1.33 1.54 1.34 10 At December 31, ----------------------------------------------------------------------- 1993 1994 1995 1996 1997 ---------- ---------- ---------- ---------- ---------- (in thousands) Balance Sheet Data: Working capital . . . . . . . . . . . . . . . . $ 7,425 $(58,128) $ (1,725) $ 4,869 $ 19,084 Total assets . . . . . . . . . . . . . . . . . . 217,456 214,912 224,444 230,649 228,637 Long-term debt, less current maturities . . . . 271,157 198,753 246,243 238,027 251,529 Stockholder's equity (deficit) . . . . . . . . . (88,097) (86,903) (69,225) (60,127) (62,039) - -------------- (a) "EBITDA" represents, for any relevant period, income (loss) before discontinued operations and extraordinary item plus interest, taxes, depreciation, amortization of intangible assets, amortization of other assets, gain or loss on sale of assets and other non-cash expenses. EBITDA should not be construed to be an alternative to operating income (determined in accordance with generally accepted accounting principles) as an indicator of the Company's operating performance. EBITDA is included because it is one measure used by certain investors to determine the Company's operating cash flow and historical ability to service its indebtedness. EBITDA is not intended as an alternative to or a better indicator of liquidity than cash flow from operations. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Prior year financial statements have been reclassified for consistency with the current year. In addition, the discussion presented below reflects the restatement of financial statements brought about by the treatment of the results of operations of Dani as discontinued operations. Unit growth of soft drink sales is measured in equivalent case sales which convert all wholesale bottle, can and pre-mix unit sales into a value of equivalent cases of 192 ounces each. Unit sales of post-mix (12.9% of the Company's net revenues) and contract bottling are not generally included in discussions concerning unit sales volume as post-mix sales are essentially sales of syrup and not of packaged products, and contract bottling is done as capacity permits and does not represent branded products for the franchised territory. Net revenues and gross profit for contract bottling are not significant in relation to overall net revenues and gross profit for the Company. However, all references to net revenues and gross profit include volumes for post-mix and contract sales. RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996 NET REVENUES. Net revenues for the Company increased 0.4% or $1.1 million to $245.0 million in 1997. Soft drink net revenues decreased 0.4% in 1997 from 1996 primarily as a result of a $4.5 million decrease in contract bottling. The Company ceased all its contract bottling operations for private label brands in late 1996. Equivalent case sales increased 3.2% in 1997, however, the net effective selling price per equivalent case decreased 2.6% in 1997 from 1996. Net revenues for post-mix as a percentage of total net revenues increased to 12.9% in 1997, as compared to 12.4% in 1996. Net revenues for ACFS accounted for approximately 13.1% of total net revenue in 1997. GROSS PROFIT. Gross profit increased by 1% from $117.4 million to $118.5 million, primarily as a result of price decreases in PET bottles and sweetener. The reduction in these raw materials accounted for an improvement in gross profit as a percentage of net revenues to 48.4% in 1997 as compared to 48.1% in 1996. 11 SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative expenses increased 6.1%, or approximately $4.3 million, in 1997. Selling, general and administrative expenses increased as a percentage of net revenues to 30.6% in 1997 from 28.9% in 1996. Higher labor costs associated with increased hiring for key selling positions accounted for much of the increase along with an increase in marketing-related expenditures associated with several marketing initiatives centered around activity in smaller stores. OPERATING INCOME. As a result of the foregoing, and a $1.7 million increase in depreciation and amortization, operating income for 1997 decreased to $28.1 million, or 11.5% of net revenue, compared to $33.0 million, or 13.5% of net revenue for 1996. INTEREST EXPENSE. Total interest expense decreased by $0.4 million for 1997 due primarily to lower floating rates in effect for much of 1997. EQUITY IN EARNINGS OF UNCONSOLIDATED SUBSIDIARY. TBG recorded net income of $6.9 million in 1997, as compared to $15.3 million in 1996, of which the Company's share was $3.4 million and $7.5 million in 1997 and 1996, respectively. TBG's operating income decreased by $4.9 million or 14.8% in 1997 over 1996. DISCONTINUED OPERATIONS. In December 1997, the Company decided to discontinue the operations of Dani in 1998. Accordingly, the operating results of Dani including provisions for estimated lease termination costs, employee benefits and losses incurred during the phase-out period of approximately $0.9 million and a write-off of receivables, leasehold improvements and deferred charges of approximately $0.6 million have been segregated from continuing operations and presented as a separate line item on the statement of income. The Company has restated its prior period financial statements to present the operating results of Dani as discontinued operations. The assets and liabilities of such operations at December 31, 1997, have been reflected as a net current liability based substantially on the original classification of such assets and liabilities. YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995 NET REVENUES. Net revenues for the Company increased 4.5% or $10.5 million to $243.9 million in 1996. Soft drink net revenues increased 4.1% in 1996 over 1995 as a result of a 4.5% increase in equivalent case sales. Net revenues for post-mix as a percentage of total net revenues increased to 12.4% in 1996 as compared to 11.8% in 1995. Net revenues for ACFS increased in 1996 by approximately 6.1% due to continued new account placements. Net revenues for ACFS accounted for approximately 12.3% of total net revenue in 1996. GROSS PROFIT. Gross profit increased by 8.3% from $108.4 million to $117.4 million, primarily as a result of the increase in equivalent case sales noted above as well as improvements resulting from price decreases in aluminum cans, PET bottles and sweeteners which represent three of the four principal raw materials used by the Company. Gross profit as a percentage of net revenues for 1996 was 48.1% compared to 46.4% for 1995. Gross profit for post-mix as a percentage of total gross profit increased to 4.6% as compared to 4.5% in 1995. SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative expenses increased 9.8%, or approximately $6.3 million, in 1996. Selling, general and administrative expenses increased as a percentage of net revenues to 28.9% in 1996 from 27.5% in 1995. Increased labor costs associated with the equivalent case sales increase, higher group insurance costs, labor and other expenses associated with an extensive vending machine placement initiative and increased media and marketing expenses associated with new brand introductions accounted for the large category increase. 12 OPERATING INCOME. As a result of the above, and a $1.4 million increase in depreciation and amortization, operating income for 1996 increased to $33.0 million, or 13.5% of net revenue, compared to $31.7 million, or 13.6% of net revenue for 1995. INTEREST EXPENSE. Total interest expense decreased by $2.5 million for 1996 due primarily to interest rate decreases brought about by the Company's refinancing activity in 1995, and reductions in outstanding debt due to principal reduction. EQUITY IN EARNINGS OF UNCONSOLIDATED SUBSIDIARY. TBG recorded net income of $15.3 million in 1996, as compared to $28.5 million in 1995, of which the Company's share was $7.5 million and $5.3 million in 1996 and 1995, respectively. TBG's operating income increased by $0.1 million or 0.3% in 1996 over 1995. LIQUIDITY AND CAPITAL RESOURCES On August 1, 1997 the Company received a dividend of $4.6 million from TBG and paid a dividend of $8.5 million to the Company's sole shareholder. For the year ended December 31, 1997, cash provided by operating activities was $17.9 million generated primarily by net income plus depreciation and amortization. Investing activities used $11.0 million primarily for additions to property, plant and equipment offset by the dividend received from TBG noted above. Financing activity used $6.7 million for payments on long-term debt net of revolver borrowings and financed capital expenditures and $8.5 million for the payment of the dividend. Effective March 11, 1998, the Company entered into a new credit agreement with NationsBank, National Association, as agent for a syndication of financial institutions (the "1998 Bank Credit Agreement"). The 1998 Bank Credit Agreement provides the Company with credit facilities, under which the Company may borrow up to $270 million. The credit facilities include the following: (i) a 364-day term loan facility (the "1998 Term Loan") under which the Company may borrow up to $50 million and (ii) a five-year revolving credit agreement (the "1998 Revolver") under which the Company may borrow up to $220 million. As required by the 1998 Bank Credit Agreement, the proceeds of the 1998 Term Loan shall be used solely for the repurchase of any remaining amounts of the existing 9% Senior Subordinated Debt due 2003 (the "9% Notes") and the proceeds from the 1998 Revolver shall be used to refinance existing indebtedness, including the 9% Notes, or as allowed under the 1998 Bank Credit Agreement. Advances made under the 1998 Term Loan will be available in a single borrowing and will be subject to quarterly amortization of principal based on the following schedule (with final payment due five years from the advance date): YEAR AFTER ADVANCE AMORTIZATION ------------------ ------------ 1st $ 4 million 2nd 6 million 3rd 10 million 4th 15 million 5th 15 million Interest rates and commitment fees on the 1998 Revolver and the 1998 Term Loan are subject to change, depending on the ratio of total debt to earnings, as defined, at the end of each calendar quarter. Interest payments are payable quarterly, or as defined, on the 1998 Revolver and quarterly on the 1998 Term Loan. The 1998 Revolver bears 13 interest at a rate equal to LIBOR plus 0.375% to 1.75% or the Alternate Base Rate, as defined, plus 0.0% to 0.75%. The 1998 Term Loan shall bear interest at a rate equal to LIBOR plus 1.125% to 2.5% or the Alternate Base Rate plus 0.0% to 1.25%. The Company must pay a commitment fee of 0.18% to 0.5% of the average daily unused committed amount of the 1998 Revolver and 0.18% to 0.5% of the available 1998 Term Loan. Commitment fees are payable quarterly in arrears. Additionally, the Company paid an underwriting fee equal to 0.5% of the entire amount of the 1998 Bank Credit Agreement at closing, which fee was approximately $1.35 million and will be amortized over the life of the 1998 Bank Credit Agreement. Under the 1998 Bank Credit Agreement, the lenders received a first priority perfected security interest in all of the existing and future capital stock of the Company and its subsidiaries for the 1998 Revolver and the 1998 Term Loan. Upon the fourth consecutive fiscal quarterly determination of total debt to earnings of not greater than 5.0 to 1, the Company may elect to terminate the security interest in its stock and the stock of its subsidiaries. The 1998 Bank Credit Agreement is subject to certain restrictive covenants that among other restrictions require maintenance of minimum ratios of debt to earnings, as defined, maintenance of earnings to fixed charges, as defined, and limitations on capital expenditures. The 1998 Bank Credit Agreement does permit the payment of dividends and other distributions to shareholders so long as no default exists. The Company used proceeds from the 1998 Bank Credit Agreement to repay borrowings under a loan agreement with Texas Commerce Bank National Association, as agent for a syndication of financial institutions (the "1995 Bank Agreement"), as well as certain other debt outstanding. The 1995 Bank Agreement provided for a $120 million term loan (the "1995 Term Loan") of which $90 million was outstanding at December 31, 1997 and a $30 million revolving credit facility (the "1995 Revolver") of which $14.7 million was outstanding at December 31, 1997. In connection with the repayment of amounts outstanding under the 1995 Bank Agreement, the remaining unamortized cost, including an interest rate cap purchased in 1995 (approximately $1.2 million) associated with the 1995 Bank Agreement will be recorded net of income tax benefit as an extraordinary loss in 1998. To the extent the 9% Notes are repurchased in 1998, an additional extraordinary loss will be recorded for unamortized costs or premiums paid on the repurchase. Both the 1995 Term Loan and the 1995 Revolver accrued interest at the Company's option at either Alternate Base Rate (8.5% as of December 31, 1997) or Eurodollar Rate (approximately 6% as of December 31, 1997) plus 1.00%. A commitment fee of 0.25% was charged on the average daily unused portion of the 1995 Revolver. Interest rates on the 1995 Bank Agreement became subject to change after March 31, 1996 depending on the ratio of Total Debt to Cash Flow, as defined, at the end of each calendar quarter. The interest rates were adjustable quarterly in a range from a maximum of Alternate Base Rate plus 0.50% or Eurodollar Rate plus 1.75% to a minimum of Alternate Base Rate or Eurodollar Rate plus 0.50% according to a grid of permitted debt to cash flow ratios. Borrowings under the 1995 Bank Agreement were secured by pledges of the stock of the Company and its subsidiaries and certain intercompany indebtedness of Southwest Coke to the Company as well as guarantees of Parent and the Company's subsidiaries. The Company makes capital expenditures on a recurring basis for fleet, vending and dispensing equipment. The Company also makes expenditures from time to time for production equipment and building additions or improvements. During 1997, the Company expended approximately $15.6 million for capital expenditures, compared to approximately $12.6 million and $8.1 million in 1996 and 1995, respectively. Capital expenditures in 1997 consisted of approximately $12.7 million for recurring fleet, vending and dispensing equipment and $2.9 million for production equipment, other equipment, additions to facilities and other building improvements. Capital expenditures in 1996 consisted of approximately $8.7 million for recurring fleet, vending and dispensing equipment and $3.9 million for production equipment, other equipment, additions to facilities and other building improvements. Capital expenditures 14 in 1995 consisted of approximately $5.6 million for recurring fleet, vending and dispensing equipment and $2.5 million for production equipment, other equipment, additions to facilities and other building improvements. The Company believes its current production capacity and existing facilities are adequate to meet anticipated growth and package shifts for several years. Management believes that the cash flows generated from operations and the use of net operating losses are sufficient to sustain operations for the foreseeable future. The Company's business is subject to seasonality due to the influence of weather conditions on consumer demand for soft drinks, which affects working capital. Sales are stronger in warmer months. The first quarter of operating performance is usually lower than the other three quarters due to the winter weather, primarily in the months of January and February. YEAR 2000 ISSUES The Company uses software and related technologies throughout its businesses that might be affected by the so-called "Year 2000 problem." This problem, which is common to most businesses, concerns the inability of information systems, primarily computer software programs, to properly recognize and process date-sensitive information as the year 2000 approaches. The Company is in the process of reviewing and testing the software in its management information system so that any modification needed for it to be Year 2000 compliant can be made. The Company believes that it will be able to modify, if necessary, all such software in time to minimize any significant detrimental effects on operations. Though it is not possible to accurately estimate the cost of this work, the Company expects that such costs will not be material to the Company's financial position or results of operations. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS Not Applicable. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements of the Company and its subsidiaries and the consolidated financial statements of TBG and its subsidiary which are required by this Item 8 are listed in Part IV Item 14(a) of this report. Such consolidated financial statements are included herein beginning on page F-1. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not Applicable. 15 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information concerning the executive officers and directors of the Company and Southwest Coke. Name Age Position - ---- --- -------- Edmund M. Hoffman 76 Co-Chairman and Director Robert K. Hoffman 50 Co-Chairman and Director Charles F. Stephenson 46 President of the Company and President of Southwest Coke Stephanie L. Ertel 51 Senior Vice President - Corporate Services, General Counsel and Secretary E. T. Summers, III 50 Executive Vice President of the Company Louis F. Koch 53 Senior Vice President - Human Resources Ronnie W. Hill 47 Executive Vice President and General Manager of Southwest Coke Gary R. Phy 45 Senior Vice President - Finance of Southwest Coke Stephen R. Errico 43 President and General Manager of ACFS Edmund M. Hoffman has been Chairman (Co-Chairman since 1995) and a director of the Company and its corporate predecessor since 1972. He has been Chairman and a director of Parent and its corporate predecessor since 1985, Chairman (Co-Chairman since 1995) and director of Southwest Coke since 1980 and Chairman (Co-Chairman since 1995) and director of Southwest Coke's subsidiaries since March, 1990. Mr. Hoffman became Chairman (Co-Chairman since 1995) and director of TBG and the corporate predecessor of San Antonio Coke in December, 1986 and continues to hold those positions. Mr. Hoffman has owned interests in companies that were members of the Coca-Cola Bottlers Association since 1965, and has served as a member of its Board of Governors. Additionally, Mr. Hoffman is a director and co-founder of Trinity Industries, Inc., a publicly held corporation formed in 1957 which is engaged in the steel fabrication business. Robert K. Hoffman, son of Edmund M. Hoffman, became Co-Chairman of the Company and TBG in 1995. He has been a director and officer of the Company and its corporate predecessor since 1974, President and director of Parent and its corporate predecessor since 1985, President and director of TBG since December 1986 and Vice Chairman (Co-Chairman since 1995) and director of San Antonio Coke and its corporate predecessor since 1986. From 1980 until January 1994, Mr. Hoffman was President of Southwest Coke and its subsidiaries. He has been a director 16 of Southwest Coke and each of its subsidiaries since 1980 and served as Vice Chairman of those entities from January 1994 until elected Co-Chairman in 1995. Charles F. Stephenson is President of the Company and Southwest Coke and is also an officer of Parent, the Company's subsidiaries and TBG. Mr. Stephenson joined the Company's corporate predecessor in February 1986 as Senior Vice President and Chief Financial Officer. He became Executive Vice President of the Company's corporate predecessor in 1987 and served as Executive Vice President of Southwest Coke from 1989 through 1993. Stephanie L. Ertel is Senior Vice President - Corporate Services, General Counsel and Secretary of the Company. Ms. Ertel has been the General Counsel of the Company and its corporate predecessor since July, 1985, serving as Vice President from 1985 to 1987. She has been the Secretary of the Company and its corporate predecessor since 1990, and is also an officer of Parent, the Company's subsidiaries and TBG. E. T. Summers, III has been Executive Vice President of the Company and President of TBG since 1995. He has served as President of San Antonio Coke since 1988, and was Executive Vice President of the corporate predecessors of San Antonio Coke from 1985 to 1988. Mr. Summers is past president of the Texas Soft Drink Association, serves on the Board of Governors of the Coca-Cola Bottlers' Association and on the Financial Review and Cold Drink Committees of that association. Since 1988, Mr. Summers has been a director of Western Container Corporation. Louis F. Koch is Senior Vice President - Human Resources of the Company. He joined the Company in February, 1996 after serving as Senior Vice President of Human Resources for McNeil Real Estate Management. Mr. Koch has over 26 years of experience in human resources and manufacturing management. Ronnie W. Hill is Executive Vice President and General Manager of Southwest Coke, a position he has held since July 1995. From 1987 until being promoted to his current position, Mr. Hill was Senior Vice President - Sales and Marketing of Southwest Coke. Mr. Hill has over 29 years of experience in the soft drink business as an employee of Southwest Coke or companies acquired by Southwest Coke and has held various executive and management positions during that time. Gary R. Phy is Senior Vice President - Finance of Southwest Coke and has held his position since October, 1990. Mr. Phy has over 26 years of experience in the soft drink and food service businesses and previously held operational and financial management positions at ACFS (between April 1988 and October 1990). Stephen R. Errico is President and General Manager of the ACFS division of the Company. He joined ACFS as Executive Vice President and General Manager in November, 1992. Mr. Errico served as Controller for Southwest Coke from 1985 until 1989 and as Vice President of Human Resources for Southwest Coke from 1989 to 1992. All executive officers are chosen by the Board of Directors and serve at the Board's discretion. All directors hold office until the next annual meeting of the stockholders and until their successors are elected and qualified. Edmund M. Hoffman and Robert K. Hoffman, who serve concurrent one-year terms, constitute the Company's entire Board of Directors. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT The Company does not have any class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended. Therefore, the sole stockholder is not required to file reports pursuant to Section 16(a) thereof. 17 ITEM 11. EXECUTIVE COMPENSATION The following table summarizes the compensation paid to the Company's Chief Executive Officer and its four other most highly compensated executive officers for services rendered during the last three fiscal years. All of the persons shown below except Mr. Summers are employees of the Company, and Mr. Summers is an employee of San Antonio Coke. The compensation shown is that paid to those persons by their respective employers, unless otherwise noted. SUMMARY COMPENSATION TABLE Long Term Compensation ---------------------------------- Annual Compensation Awards Payouts --------------------------------------------------------------------------------------- Other Securities Annual Restricted Under- All Other Compen- Stock lying LTIP Compen- sation Award(s) Options/ Payouts sation Name Year Salary ($) Bonus ($) ($) ($) SARs(#) ($) ($) ---- ---- ---------- --------- ----- ----- ------- ----- ----- Edmund M. Hoffman(1) 1997 $900,000 $440,500 $6,400 1996 800,000 440,500 6,000 1995 775,008 390,500 6,000 Robert K. Hoffman(1) 1997 900,000 421,500 6,400 1996 800,000 421,500 6,000 1995 775,008 371,500 6,000 Charles F. Stephenson(1) 1997 387,500 200,000 300,000(3) 6,400 1996 357,500 200,000 6,000 1995 325,000 190,000 213,223(2) 6,000 E. T. Summers, III 1997 375,000 --- 225,000(4) 6,400 1996 348,076 --- 3,750 1995 324,423 86,800 3,750 Stephanie L. Ertel(1) 1997 260,000 --- 6,400 1996 260,000 --- 6,000 1995 260,000 --- 6,000 (1) Salaries paid by the Company; TBG currently pays a management fee of $58,333 per month to the Company. See "Certain Relationships and Related Transactions." (2) Includes $206,623 as value of stock appreciation rights received in 1995. (3) Payment under the 1994 Company Management Incentive Plan, as amended. (4) Includes payments under the 1994 San Antonio Coke and 1994 Company Management Incentive Plans, as amended. 18 EMPLOYMENT AGREEMENTS Edmund M. Hoffman and Robert K. Hoffman each entered into an employment agreement dated December 16, 1985 (each an "Employment Agreement") with the Company which provides for a monthly salary determined by the Board of Directors and for certain benefits upon death, retirement or disability. Each Employment Agreement provides that upon the employee's retirement (eligibility for retirement at age 65 for Edmund M. Hoffman and at age 55 for Robert K. Hoffman or at such other age as the Board of Directors may authorize), the Company will pay to the employee monthly benefits equal to 75% of his average monthly compensation during the 36 months prior to retirement (including bonuses) for the remainder of the employee's lifetime, subject to certain conditions. If the employee dies within 120 months after the month of his retirement, payments in a like amount shall continue to be paid to the employee's designated beneficiary for the remainder of the 120-month period. Each Employment Agreement also provides that, if the employee's employment is terminated by death, the Company will pay for 120 months a monthly death benefit to the employee's beneficiary in an amount equal to 75% of the employee's average monthly compensation during the 36 months prior to death (including bonuses). If termination of the employee's employment is caused by the employee's disability, each Employment Agreement provides that the Company will pay a monthly disability benefit for as long as the employee remains disabled equal to 100% of his average monthly compensation during the 36 months prior to disability (including bonuses) less amounts received from certain other sources. Each Employment Agreement also provides that certain benefits will be paid to the employee's beneficiary if the employee dies while disabled. The benefits under each Employment Agreement are not assignable except by will or the laws of descent and distribution. In addition, each Employment Agreement automatically terminates upon the employee voluntarily terminating his employment before he has attained a specified age (age 65 for Edmund M. Hoffman and age 55 for Robert K. Hoffman). The benefits under each Employment Agreement will be funded out of the Company's cash flow. On August 10, 1994, Stephanie L. Ertel entered into an employment agreement with the Company, effective January 1, 1994, providing for her employment with the Company as Senior Vice President, Secretary and General Counsel through January 1, 1999. Pursuant to the employment agreement, Ms. Ertel is to be paid at the annual rate of $260,000 during the term of the employment agreement. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Company's Board of Directors does not have a compensation committee. Edmund M. Hoffman and his son Robert K. Hoffman are the only two members of the Company's Board of Directors. Edmund M. Hoffman is the Co-Chairman of the Company, each of its subsidiaries and TBG, and Robert K. Hoffman is Co-Chairman of the Company and TBG and is Chairman of Southwest Coke and each of its subsidiaries. The Company has entered into a loan agreement with the Edmund M. and Adelyn Jean Hoffman Trust (the "Trust") pursuant to which the Trust may borrow up to $2 million from the Company to pay the premiums of a second-to-die life insurance policy on the lives of Edmund M. Hoffman and his wife, Adelyn Jean Hoffman. As of December 31, 1997, the Trust had borrowed $1.55 million from the Company. The beneficiaries of the Trust are Robert K. Hoffman and his brother, Richard E. Hoffman. The loan is secured by the proceeds of the life insurance policy and will be repaid from the proceeds of the policy. Funds borrowed under the loan agreement bear interest at a rate of 8% per annum. The principal amount of the loan and accrued interest thereon are payable upon the earlier to occur of receipt of the proceeds of the life insurance policy and the day 90 days after Edmund M. Hoffman and his wife no longer directly or indirectly hold any of the outstanding Class A Common Stock of Parent. EMPLOYEE BENEFIT PLANS OF THE COMPANY EXECUTIVE SECURITY PLAN. The Board of Directors of the Company has adopted the Executive Security Plan for The Coca-Cola Bottling Group (Southwest), Inc. (the "Plan"), which is administered by the Board of Directors. The Plan was created to provide specified benefits to a select group of management and highly compensated employees of 19 the Company who contributed materially to the growth, development and business success of the Company. There are presently seven participants in the Plan and participation is no longer being offered to additional employees. The Plan provides for death benefits for covered employees. The amount of such benefits and the manner in which the benefits will be distributed are set forth in the individual employee's Plan Agreement. The covered compensation for Charles F. Stephenson, the Company's only executive officer who participates, is $200,000. The amount of death benefits under the Plan Agreements is 100% of covered compensation for the first year following death before age 65, then 50% of covered compensation until he would have been age 65 (9 years minimum). In order to receive benefits under the Plan, the Plan must be in effect and the employee's employment with the Company must not have been terminated on or before the date of death. The estimated death benefit payable annually under the Plan is $100,000 for Charles F. Stephenson. Amounts payable under the Plan are to be paid exclusively from the general assets of the Company. Although the Company is not obligated to make investments to provide the means for the payment of benefits which become due under the Plan, the Company has purchased life insurance policies to fund the benefits provided. 401(K) PLAN. The Company also maintains The Coca-Cola Bottling Group (Southwest), Inc. and Affiliates 401(k) Plan (the "401(k) Plan") for employees of the Company and its affiliates who have completed one year of service. The 401(k) Plan is a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code. The Company contributes to each participant's account maintained under the 401(k) Plan for an employee of the Company or its wholly-owned subsidiaries an amount equal to 100% of the participant's contribution under the 401(k) Plan up to 4% of his compensation for a particular year. The participant can contribute from 1% to 15% of compensation each year. In addition to the Company's matching contribution, the Board of Directors of the Company may provide for the contribution of additional amounts by the Company. The matching contributions by the Company during 1997 with respect to the individuals employed by the Company and named in the cash compensation table were as follows: Edmund M. Hoffman, $6,400; Robert K. Hoffman, $6,400; Stephanie L. Ertel, $6,400; and Charles F. Stephenson, $6,400. The matching contribution during 1997 with respect to E. T. Summers, III, who is an employee of San Antonio Coke and named in the cash compensation table, was $6,400. The portion of the Company's matching contribution which unconditionally vested during 1997 for each of the above-named individuals was 100%. No amounts were distributed from the 401(k) Plan during 1997 to any of the Company's executive officers, except for Edmund M. Hoffman, who received $35,574 in benefits. All contributions paid by participants or the Company under the 401(k) Plan are held and invested by Wilmington Trust Company, the trustee of The Coca-Cola Bottling Group (Southwest), Inc. and Affiliates 401(k) Plan Trust (the "401(k) Plan Trust"), pursuant to the terms of the 401(k) Plan. The 401(k) Plan is administered by an administrative committee appointed by the Board of Directors of the Company. A participant may withdraw from the 401(k) Plan Trust all of the participant's after-tax contributions (made prior to January 1, 1989) and any earnings thereon. For extreme hardships, the participant may also withdraw pre-tax contributions made after December 31, 1988. Participants may also borrow from the 401(k) Plan Trust within the parameters set by the 401(k) Plan. Each participant's interest in contributions made by the Company to the 401(k) Plan vests 20% per year for each year the participant is employed with the Company or an affiliate of the Company after completing a year of employment. RETIREMENT PLAN. The Company maintains The Coca-Cola Bottling Group (Southwest), Inc. and Affiliates Retirement Plan (the "Retirement Plan") for its employees who are at least 21 years of age and have completed at least one year of service. The Retirement Plan is a qualified defined benefit plan and, subject to certain maximum limitations, bases pension benefits on a percentage of the employee's average annual compensation for the five highest consecutive calendar years of compensation out of the employee's last ten years of credited service, multiplied by the employee's years of credited service. The Retirement Plan provides for a normal and late retirement pension, an early retirement 20 pension and a disability retirement pension. Generally, a participant's benefit will vest upon his or her completion of five years of vesting service (as such term is defined in the Retirement Plan). As of December 31, 1997, Edmund M. Hoffman, Robert K. Hoffman, Charles F. Stephenson, Stephanie L. Ertel and E. T. Summers, III had 28, 22, 12, 13 and 1 years of credited service, respectively. The amount of the contribution with respect to a specific participant is not calculated separately by the actuaries for the Retirement Plan. The 1997 minimum required contribution to the Plan, as calculated by the Plan's actuaries, was equal to approximately 1.7% of the compensation of the covered group of participants. The term "compensation" includes the total cash remuneration paid by the Company or an affiliate to an employee for a calendar year as reported on the employee's Federal income tax withholding statement excluding, however, deferred compensation, stock options and other distributions which receive special Federal income tax treatment. The amount of pension actually accrued under the pension formula is payable in the form of a life annuity unless an alternative payment form is elected with an actuarial adjustment. The following table sets forth the annual retirement benefits payable under the Retirement Plan at age 65 based on an employee's assumed average annual compensation for the five-year period preceding retirement and assuming actual retirement in 1997. In no event may the estimated benefit exceed the maximum benefit limitation contained under Section 415 of the Internal Revenue Code. Currently the maximum compensation allowed for calculation of benefits is $160,000 (on a single life, or qualified joint and survivor, basis) unless prior to January 1, 1983 a higher benefit had been accrued under prior law. Assumed Average Annual Compensation Years of Credited Service with the Company For Five Highest Consecutive ------------------------------------------ Years of Service in Last Ten 15 20 25 30 35 Years of Credited Service (a) Years Years Years Years Years ------------------------------------- ------- ------- ------- ------- ------- $100,000 . . . . . . . . . . . . . . $20,393 $27,190 $33,988 $40,786 $47,583 $125,000 . . . . . . . . . . . . . . 26,205 34,940 43,676 52,411 61,146 $150,000 . . . . . . . . . . . . . . 32,018 42,690 53,363 64,036 74,708 $175,000 . . . . . . . . . . . . . . 34,343 45,790 57,238 68,686 80,133 $200,000 . . . . . . . . . . . . . . 34,343 45,790 57,238 68,686 80,133 $225,000 . . . . . . . . . . . . . . 34,343 45,790 57,238 68,686 80,133 $250,000 . . . . . . . . . . . . . . 34,343 45,790 57,238 68,686 80,133 $300,000 . . . . . . . . . . . . . . 34,343 45,790 57,238 68,686 80,133 $400,000 . . . . . . . . . . . . . . 34,343 45,790 57,238 68,686 80,133 $450,000 . . . . . . . . . . . . . . 34,343 45,790 57,238 68,686 80,133 $500,000 . . . . . . . . . . . . . . 34,343 45,790 57,238 68,686 80,133 (a) The maximum compensation allowed for calculation of benefits under IRC 401(a)(17) was $160,000 in 1997. Prior to December 31, 1996, employees of San Antonio Coke who were 21 years of age and had completed one year of service were participants in the Retirement Plan for Employees of Coca-Cola Bottling Company of the Southwest (the "Old Retirement Plan"). The Old Retirement Plan was a qualified defined benefit plan. The Old Retirement Plan was merged into the Retirement Plan as of December 31, 1996. Benefits accrued to participants in the Old Retirement Plan were calculated as of December 31, 1996 by the actuaries for the Retirement Plan and incorporated into the Retirement Plan to provide for the plan merger. Benefits attributed to service as an employee of San Antonio Coke after December 31, 1996 are determined by using the benefit formula of the Retirement Plan (which is 38% higher than the formula under the Old Retirement Plan) and counting years of service after December 31, 1996. This amount is added to the frozen benefit for 1996 and prior years to calculate the total benefit to be paid to the participant. Generally, a participant's benefit will vest upon completion of five years of vesting service (as such term is defined in 21 the Retirement Plan). As of December 31, 1996, E.T. Summers, III had 23 years of credited service under the Old Retirement Plan, which credited service is reflected in his frozen benefits in the Retirement Plan. The annual normal form benefit accrued under the Old Retirement Plan based on retirement at age 65 for E. T. Summers, III is $42,362. STOCK OPTION PLANS PARENT NON-STATUTORY STOCK OPTION/STOCK APPRECIATION RIGHTS PLAN. The Parent's Non-Statutory Stock Option/Stock Appreciation Rights Plan, effective January 1, 1987 (the "Parent Stock Option Plan"), provides for the granting of non-qualified stock options and stock appreciation rights to officers and certain key employees of the Company and its subsidiaries. The Parent Stock Option Plan provided that options for 6,314 shares of Parent's Class B Common Stock could be granted prior to the plan's termination in 1997. Options awarded under the Parent Stock Option Plan have been granted at option prices which equated to the fair market value (based on contemporary sales of Parent Common Stock) of the underlying Class B Common Stock at the time of grant. The options were granted in tandem with Stock Appreciation Rights (SARs) (equal to the excess of the fair market value per share over the option price under the stock option agreement) which Parent has the discretion to pay in Class B Common Stock or cash in lieu of issuing Class B Common Stock when the optionee exercises the stock option. OPTION/SAR GRANTS IN LAST FISCAL YEAR. No options or SARs were granted during 1997 under the Parent Stock Option Plan or otherwise. TBG STOCK OPTION PLAN. TBG's Non-Statutory Stock Option/Stock Appreciation Rights Plan, effective January 1, 1988 (the "TBG Stock Option Plan"), provides for the granting of nonqualified stock options and stock appreciation rights to officers and certain key employees of TBG and San Antonio Coke. TBG's Stock Option Plan provides that options for 51,474 shares of TBG's Class A Common Stock may be granted prior to termination of TBG's Stock Option Plan in 1998. Options awarded under the TBG Stock Option Plan have been granted at option prices which equated to the fair market value (based on contemporary sales of TBG's Common Stock) of the underlying Class A Common Stock at the time of grant, and became exercisable on June 30, 1993. The options were granted in tandem with Stock Appreciation Rights (SARs) (equal to the excess of the fair market value per share over the option price under the stock option agreement) which TBG will pay in cash when the optionee exercises the stock option. No options or SARs were granted during 1997 under the TBG Stock Option Plan or otherwise. OPTION/SAR GRANTS, EXERCISES AND HOLDINGS. The following table provides information with respect to the named executive officers, concerning the exercise of options and/or SARs during the last fiscal year and the number of unexercised options and SARs held as of the end of the fiscal year. Since no sales of TBG's or Parent's stock occurred in the last six months of 1997, the fair market value of one share of the Class A Common Stock of TBG or of one share of the Class B Common Stock of Parent have been determined by using the cash flow factor of 10.6 established by the Stock Option Committee for each respective Stock Option Plan based on sales of stock of Coca-Cola bottling businesses in 1997. Utilizing a formula in which the consolidated cash flow of Parent is multiplied by 10.6, and the product is reduced by Parent's consolidated total long-term debt, and divided by the total outstanding shares of Class A Common Stock of Parent assuming conversion of all outstanding Class B Common Stock, the fair market value of one share of the Class B Common Stock of Parent, for purposes of valuing the options, was $3,388 at December 31, 1997. Applying a similar formula to determine the fair market value of the Class A Common Stock of TBG results in a value per share for purposes of valuing the options at December 31, 1997 of $223.03. 22 AGGREGATED OPTION/SAR EXERCISES OF PARENT IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES (1) Value of Unexercised Number of Unexercised In-the-Money Options Number of Options and SARs at Fiscal and SARs at Shares Year-End (#) Fiscal Year-End ($) Acquired on Value Exercisable/ Exercisable/ Name Exercise # Realized ($) Unexercisable Unexercisable ---- ---------- ------------ ------------- ------------- Stephanie L. Ertel(2) 0 0 210.82/0 $529,791/0 E. T. Summers III(3) 0 0 11,160/0 $2,032,571/0 - -------------------- (1) Includes information with regard to exercises of options issued by the Parent and TBG. (2) Options to purchase shares of Class B Common Stock of Parent. (3) Options for SARs based on shares of Class A Common Stock of TBG. LONG TERM INCENTIVE PLANS MANAGEMENT INCENTIVE PLANS OF THE COMPANY. On June 1, 1997, the Board of Directors amended the Management Incentive Plan of the Company which had been adopted on June 22, 1994, effective as of January 1, 1994 (the "1994 Company Management Incentive Plan"). The Board of Directors of the Company administered the 1994 Company Management Incentive Plan and chose key managers of the Company and of its subsidiaries to participate. Under the terms of the 1994 Company Management Incentive Plan, as amended, eligible participants receive a cash bonus based on the aggregate cash flow for the years 1994 through 1996 as compared to a cash flow target in installments beginning July 13, 1997 (37.5%) with the remainder payable in equal installments on March 1, 1998 and March 1, 1999. To qualify to receive a cash bonus under the 1994 Company Management Incentive Plan, a participant must have been actively employed by the Company or one of its subsidiaries in a key management position continuously throughout the period from the date of participation through the payment date (with certain exceptions upon death or disability of the participant or change of control of the Company.) On June 4, 1997, the Board of Directors of the Company adopted, effective as of January 1, 1997, a new Management Incentive Plan for the Company (the "1997 Company Management Incentive Plan"). The Incentive Plan Committee, which is appointed by the Board of Directors, administers the 1997 Company Incentive Plan and chooses key managers of the Company and of its subsidiaries to participate. Under the terms of the 1997 Company Management Incentive Plan, eligible participants will receive a cash bonus based upon the cash flow of Southwest Coke, San Antonio Coke or both, as defined, during successive periods of three fiscal years. The initial performance period under the 1997 Company Management Incentive Plan was 1997 through 1999. On February 16, 1998, the Board of Directors of the Company adopted, effective as of January 1, 1998, a new three-year performance period with a new cash flow target for the years 1998 through 2000. The Board of Directors has established the level of cash flow which must be achieved and the percentage of the award payable to the participants. Two-thirds of incentive awards earned is payable on the March 1 immediately following the three-year performance period with the remaining one-third to be paid on March 1 two years after the first payment was made. To qualify to receive a cash bonus under the 1997 Company Management Incentive Plan, a participant must be actively employed by the Company or one of its subsidiaries in a key management position continuously from the date of participation through the payment date (with certain exceptions upon death or disability of the participant or change of control of the Company). 23 MANAGEMENT INCENTIVE PLAN OF SAN ANTONIO COKE. On June 1, 1997, the Board of Directors of San Antonio Coke amended the San Antonio Coke Management Incentive Plan which had been adopted on April 29, 1994, effective as of January 1, 1994 (the "1994 San Antonio Coke Management Incentive Plan"). The Board of Directors of San Antonio Coke administered the 1994 San Antonio Management Incentive Plan and chose key managers of San Antonio Coke to participate. Under the terms of the 1994 San Antonio Coke Management Incentive Plan, as amended, eligible participants receive a cash bonus based on the aggregate cash flow for the years 1994 through 1996 as compared with a cash flow target in installments, beginning July 13, 1997 (37.5%) with the remainder payable in equal installments on March 1, 1998 and March 1, 1999. To qualify to receive a cash bonus under the 1994 San Antonio Coke Management Incentive Plan, a participant must have been actively employed by San Antonio Coke in a key management position continuously throughout the period from the date of participation through the payment date (with certain exceptions upon death or disability of the participant or change of control of the Company.) One of the named executive officers of the Company participates in the 1994 San Antonio Coke Management Incentive Plan and two of the named executive officers of the Company participate in the 1994 Company Management Incentive Plan and the 1997 Company Management Incentive Plan. The following table sets forth certain information about the long term incentive awards that may be awarded to these officers pursuant to the 1994 San Antonio Coke Management Incentive Plan and the 1994 and 1997 Company Management Incentive Plans. LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR Estimated Future Payouts Number of Performance or under Non-Stock Price-Based Plans Shares, Units Other Period Until ---------------------------------------- or Other Maturation or Threshold Target Maximum Name Rights (#) Payout $ $ $ ---- ---------- ------ --- --- --- Charles F. Stephenson (1) 01/01/97-12/31/99 100,000 200,000 300,000 01/01/98-12/31/00 100,000 200,000 300,000 Charles F. Stephenson (2) 01/01/94-12/31/96 500,000 500,000 500,000 E. T. Summers III (3) 01/01/97-12/31/99 100,000 200,000 300,000 01/01/98-12/31/00 100,000 200,000 300,000 E. T. Summers III (4) 01/01/94-12/31/96 250,000 250,000 250,000 E. T. Summers III (5) 01/01/94-12/31/96 125,000 125,000 125,000 (1) Under his 1997 Management Incentive Agreement, Mr. Stephenson is eligible to receive a $100,000 bonus if the actual cumulative cash flow for the years 1997 through 1999 is equal to the cash flow threshold. If the actual cumulative cash flow exceeds the cash flow threshold, Mr. Stephenson would be eligible to receive an additional bonus of up to a maximum of $300,000 which would be computed in accordance with the formula set forth in his 1997 Management Incentive Agreement. Under his 1998 Management Incentive Agreement, Mr. Stephenson is eligible for the same amounts if the actual cumulative cash flow for the years 1998 through 2000 is equal to the cash flow threshold for those years. (2) Mr. Stephenson's remaining cash bonus under the 1994 Company Management Incentive Plan is based on the achievement of an aggregate cash flow target for Southwest Coke and the Company for the years 1994 through 1996. Mr. Stephenson received $250,000 on March 1, 1998 and will receive an additional $250,000 on March 1, 1999 if he remains employed in a key management position as of each payment date (with certain limited exceptions provided by the 1994 Company Management Incentive Plan). (3) Under his 1997 Management Incentive Agreement, Mr. Summers is eligible to receive a $100,000 bonus if the actual cumulative cash flow for the years 1997 through 1999 is equal to the cash flow threshold. If the actual cumulative cash flow exceeds the cash flow threshold, Mr. Summers would be eligible to receive an additional bonus of up to a maximum of $300,000 which would be computed in accordance with the formula set forth in his 1997 Management Incentive Agreement. Under his 1998 Management Incentive Agreement, Mr. Summers is eligible for the same amounts if the actual cumulative cash flow for the years 1998 through 2000 is equal to the cash flow threshold for those years. 24 (4) Mr. Summers' remaining cash bonus under the 1994 San Antonio Coke Management Incentive Plan is based on the achievement of an aggregate cash flow target for San Antonio Coke for the years 1994 through 1996. Mr. Summers received $125,000 on March 1, 1998 and will receive an additional $125,000 on March 1, 1999, if he remains employed in a key management position as of each payment date (with certain limited exceptions provided by the 1994 San Antonio Coke Management Incentive Plan). (5) Mr. Summers' remaining cash bonus under the 1994 Company Management Incentive Plan is based on the achievement of an aggregate cash flow target for Southwest Coke and the Company for the years 1994 through 1996. Mr. Summers received $62,500 on March 1, 1998 and will receive an additional $62,500 on March 1, 1999, if he remains employed in a key management position as of each payment date (with certain limited exceptions provided by the 1994 Company Management Incentive Plan). ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The Company is 100% owned by Parent. The following table sets forth certain information concerning the beneficial ownership of Parent's Class A Common Stock, the only class of outstanding voting securities of Parent, as of March 1, 1998, by each person known by the Company to own beneficially more than 5% of the outstanding Class A Common Stock of Parent as of March 1, 1998, by each director of the Company and all officers and directors of the Company as a group. The Company believes that each of such shareholders has the sole voting and dispositive power over the shares it holds except as otherwise indicated. Class A Common Stock After Conversion of Class A Class B Common Stock Common Stock ------------------------------ -------------- Number of Percentage Percentage Name and Address Shares of Class of Class ---------------- ---------- ---------- -------------- Edmund M. Hoffman . . . . . . . . . . . . . . . . . . . . . 47,500 (1) 62.16% 49.28% 1999 Bryan Street Suite 3300 Dallas, Texas 75201 Robert K. Hoffman . . . . . . . . . . . . . . . . . . . . . 71,200 (2) 93.18 73.88 1999 Bryan Street Suite 3300 Dallas, Texas 75201 The Prudential Insurance Company of America . . . . . . . . 14,285 (3) --- 14.82 4 Gateway Center Newark, New Jersey 07102-4069 All officers and directors of the Company as a group (9 persons) . . . . . . . . . . . . . . . . . . . . . . . . . 75,210.8 (4) 98.43 78.04 - -------------------- (1) Includes 47,500 shares owned by a limited partnership. Edmund M. Hoffman is a manager of the general partner of such limited partnership, in which capacity he has voting and investment power. (2) Includes 47,500 shares owned by a limited partnership. Robert K. Hoffman is a manager of the general partner of such limited partnership, in which capacity he has voting and investment power. (3) Consists of shares issuable upon conversion of Class B Common Stock, 428 of which are owned by Pruco Life Insurance Company, an affiliate of The Prudential Insurance Company of America. (4) Includes 210.8 shares issuable upon conversion of 210.8 shares of Class B Common Stock issuable upon exercise of stock options held by Stephanie L. Ertel. 25 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company is party to a Renewed and Extended Management Agreement with TBG, whereby the Company provides the advice and consultation of executive and technical personnel of the Company and their assistants to the management of TBG. In consideration therefor, TBG pays the Company a management fee of $58,333 per month, which may be increased by agreement of the parties at any time, subject to approval by a majority of the holders of the Class B Common Stock of TBG. Southwest Coke and San Antonio Coke each supplement the other's production capacity on an as-needed basis. Pursuant to written agreement, franchisors of Southwest Coke and San Antonio Coke permit finished franchise product produced by San Antonio Coke to be distributed in the franchise territory of Southwest Coke and vice versa. Cross-production occurs primarily in Bag-in-Box fountain product, lower volume flavor products and 20 ounce non-returnable bottles. Such products are purchased on mutually beneficial and reciprocal terms. Pursuant to these arrangements, in 1997 Southwest Coke purchased approximately $13.4 million of products from San Antonio Coke and San Antonio Coke purchased approximately $14.9 million of products from Southwest Coke. The Company is a party to a Tax Sharing Agreement which provides that the Company and Southwest Coke, among others, will file consolidated Federal income tax returns with Parent. Under the Tax Sharing Agreement, each member of Parent's consolidated group pays to Parent its share of the consolidated group's Federal income tax liability based on its share of the total taxable income of the consolidated group. The Tax Sharing Agreement may have the effect of benefitting a member of the consolidated group that has taxable income if any other member of the consolidated group has incurred losses that are used to offset such taxable income. TBG is not a party to the Tax Sharing Agreement and files separate tax returns. Charles F. Stephenson, President of the Company and Southwest Coke, served as a director and Chairman of the Board of Bottler Systems, Inc., a computer software firm that is owned and operated by certain bottlers of Coca-Cola, until October 1993. Gary R. Phy, Senior Vice President-Finance of Southwest Coke, has served as a director since October 1993 and is currently Chairman of the Board. Southwest Coke and San Antonio Coke purchase software from Bottler Systems, Inc. In 1997, such purchases totaled $0.1 million each. The Company has entered into a loan agreement with the Edmund M. and Adelyn Jean Hoffman Trust pursuant to which the Trust may borrow up to $2 million from the Company to pay the premiums of a second-to-die insurance policy on the lives of Edmund M. Hoffman and his wife, Adelyn Jean Hoffman. As of December 31, 1997, the Trust had borrowed $1.55 million from the Company. The beneficiaries of the Trust are Robert K. Hoffman, Co-Chairman of the Company, and his brother, Richard E. Hoffman, Vice President - Human Resources of the Company. The loan is secured by the proceeds of the life insurance policy and will be repaid from the proceeds of the policy. Funds borrowed under the loan agreement bear interest at a rate of 8% per annum. The principal amount of the loan and accrued interest thereon are payable upon the earlier to occur of receipt of the proceeds of the life insurance policy and the day 90 days after Edmund M. Hoffman and his wife no longer directly or indirectly hold any of the outstanding Class A Common Stock of Parent. E. T. Summers, III, Executive Vice President of the Company and President of San Antonio Coke, is a director of Western Container, a plastic bottle manufacturing cooperative owned by certain bottlers of Coca-Cola, of which Southwest Coke and San Antonio Coke are members. Southwest Coke and San Antonio Coke purchase bottles from Western Container. In 1997, such purchases totaled approximately $6.3 million for Southwest Coke and $11.2 million for San Antonio Coke. During 1993, Southwest Coke and San Antonio Coke each entered into five-year agreements with Western Container. Beginning with the third calendar quarter of 1994, the agreements require Southwest Coke and San Antonio Coke to pay a maximum amount per calendar quarter of $102,218 and $232,704, respectively, reduced by $10 per 1,000 contour style and sixteen-ounce, twenty-ounce and one liter generic style plastic bottles purchased 26 during the same calendar quarter. At the end of each successive four quarters, the credit due Southwest Coke or San Antonio Coke is determined on a twelve-month basis, and in the event the quantities purchased exceed the volume required to eliminate the obligation to make quarterly payments during the twelve-month period, any payments made under the contract during such period will be refunded. Applicable purchases from Western Container in 1997 by each of Southwest Coke and San Antonio Coke exceeded the minimum purchase requirements necessary to eliminate payments under each respective contract. See "Business--Raw Materials." In June 1995, the Company loaned $100,000 to Charles F. Stephenson, President of the Company and Southwest Coke. The loan bears interest at 8% per annum and is due on the earlier of February 1, 1999 or the 30th day after his last day of employment as a manager of the Company or one of its subsidiaries. 27 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) Financial Statements The Financial Statements listed below are filed as part of this Annual Report on Form 10-K. Financial Statements THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC. Report of Independent Public Accountants. Consolidated Balance Sheets as of December 31, 1996 and 1997. Consolidated Statements of Income. Consolidated Statements of Stockholder's Equity. Consolidated Statements of Cash Flows. Notes to Consolidated Financial Statements. TEXAS BOTTLING GROUP, INC. Report of Independent Public Accountants. Consolidated Balance Sheets as of December 31, 1996 and 1997. Consolidated Statements of Income. Consolidated Statements of Stockholders' Equity. Consolidated Statements of Cash Flows. Notes to Consolidated Financial Statements. (b) Reports on Form 8-K A Current Report on Form 8-K was filed with the Securities and Exchange Commission on April 1, 1997 reporting certain transfers of shares of Parent stock, effective March 21, 1997. A Current Report on Form 8-K was filed with the Securities and Exchange Commission on April 11, 1997 reporting certain transfers of shares of Parent stock, effective March 21, 1997. 28 A Current Report on Form 8-K was filed with the Securities and Exchange Commission on December 8, 1997 reporting certain transfers of shares of Parent stock, effective December 1, 1997 and December 2, 1997. (c) Exhibits 3.1 Articles of Incorporation of the Company, as amended.(1) 3.2 Bylaws of the Company.(1) 4.1 Form of Indenture, dated November 15, 1993, between the Company and Chemical Bank, N.A. with respect to the 9% Senior Subordinated Notes Due 2003.(1) 4.2 Form of Specimen Certificate for 9% Senior Subordinated Notes Due 2003 (included as Exhibit A to the Indenture in Exhibit 4.1).(1) 4.3 Specimen Certificate for 11.64% Subordinated Notes, dated as of July 10, 1993.(1) 10.1 First Line Bottlers Contract, dated as of December 26, 1935, between Amarillo Coca-Cola Bottling Company, Inc. and The Coca-Cola Company.(1) 10.2 Franchise Agreement, dated as of September 1, 1956, between Coca-Cola Bottling Company of Lubbock and The Coca-Cola Company.(1) 10.3 Franchise Agreement, dated as of May 22, 1928, between Texas Coca-Cola Bottling Company and The Coca-Cola Company.(1) 10.4 Franchise Agreement, dated as of April 21, 1941, between Pecos Valley Coca-Cola Bottling Company and The Coca-Cola Company.(1) 10.5 Franchise Agreement, dated as of February 1, 1961, between Monahans Coca-Cola Bottling Company and The Coca-Cola Company.(1) 10.6 Franchise Agreement, dated as of March 14, 1934, between Woodward Coca-Cola Bottling Company and The Coca-Cola Company.(1) 10.7 Franchise Agreement, dated as of April 1, 1937, between Alva Coca-Cola Bottling Co., Inc. and The Coca-Cola Company.(1) 10.8 Franchise Agreement, dated as of September 7, 1921, between Wichita Falls Coca-Cola Bottling Company and The Coca-Cola Company.(1) 10.9 Franchise Agreement, dated as of February 6, 1984, between Wichita Coca-Cola Bottling Company and The Coca-Cola Company (Clarendon territory).(1) - ---------------- (1) Incorporated by reference to the Company's Registration Statement on Form S-1 (No. 33-69247) filed on November 5, 1993. 29 10.10 Form of Amendments to Franchise Agreements between each of the subsidiaries of the Company and The Coca-Cola Company.(1) 10.11 Form of Franchise Agreements between Dr. Pepper Company and Southwest Coca-Cola Bottling Company, Inc. (for various territories).(1) 10.12 Employment Agreement, dated as of December 16, 1985, between the Company and Edmund M. Hoffman.(1) # 10.13 Employment Agreement, dated as of December 16, 1985, between the Company and Robert K. Hoffman.(1) # 10.14 Amendment No. 1, dated as of September 9, 1993, to the Employment Agreement dated as of December 16, 1985, between the Company and Robert K. Hoffman.(1) # 10.15 Executive Security Plan for the Company.(1) # 10.16 The Company's Non-Statutory Stock Option/Stock Appreciation Rights Plan.(1) # 10.17 Stockholder Agreement, dated as of March 31, 1987, among Texas Bottling Group, Inc., the Company, The Prudential Insurance Company of America and Pruco Life Insurance Company.(1) 10.18 Tax Sharing Agreement, dated as of February 4, 1985, as amended on March 7, 1986, among Parent, The Company, and Amarillo Coca-Cola Bottling Company, Inc., Shoshone Coca-Cola Bottling Company, Automatic Merchandiser, Inc. of Nevada and Market Communication Counselors, Inc.(1) 10.19 Tax Sharing Agreement, dated as of October 23, 1993, but effective as of January 1, 1993, by and among CCBG Corporation, Southwest Coca-Cola Bottling Company, Inc., Wichita Coca-Cola Bottling Company, Alva Coca-Cola Bottling Company, Inc., Woodward Coca-Cola Bottling Company, Market Communication Counselors, Inc. and the Company.(1) 10.20 Renewed and Extended Management Agreement with Texas Bottling Group, Inc., dated as of December 1, 1991, between the Company and Texas Bottling Group, Inc.(1) 10.21 Loan Agreement, dated as of March 31, 1987, between the Company and Edmund M. and Adelyn Jean Hoffman Trust.(1) 10.22 Promissory Note, dated as of March 31, 1987, between the Company and Edmund M. and Adelyn Jean Hoffman Trust.(1) 10.23 Amendment to Loan Agreement, dated as of September 1, 1993, between the Company and Edmund M. and Adelyn Jean Hoffman Trust.(1) 10.24 Equipment Lease, dated as of July 1, 1993, between the Company and Citicorp Dealer Finance.(1) # Management Contract or Plan. 30 10.25 Vehicle Lease and Service Agreement, dated as of February 10, 1993, between Southwest Coca-Cola Bottling Company, Inc. and C&W Leasing Corporation.(1) 10.26 Amendment to Bottle Contracts, dated as of December 14, 1987, by and between Southwest Coca-Cola Bottling Company, Inc. and The Coca-Cola Company.(1) 10.27 Amendment to Renewed and Extended Management Agreement with Texas Bottling Group, Inc., dated as of April 14, 1994, between the Company and Texas Bottling Group, Inc.(2) 10.28 Management Incentive Plan of the Company, adopted June 22, 1994, effective January 1, 1994.(3) # 10.29 Management Incentive Agreement, executed June 23, 1994 and effective January 1, 1994, between the Company and Charles F. Stephenson.(3)# 10.30 Management Incentive Agreement, executed May 9, 1994 and effective January 1, 1994, between Southwest Coke and Ronnie Hill.(3) # 10.31 Management Incentive Agreement, executed July 20, 1994 and effective January 1, 1994, between the Company and E.T. Summers III.(3) # 10.32 Employment Agreement, executed August 10, 1994 and effective January 1, 1994, between the Company and Stephanie L. Ertel.(4)# 10.33 Management Incentive Plan for managers of ACFS, effective January 1, 1995.(5)# 10.34 Relocation Agreement, effective June 15, 1995, between the Company and Charles F. Stephenson.(5) # 10.35 Loan Agreement ($120,000,000 Term Loan Facility and $30,000,000 Revolving Loan Facility) (the "1995 Company Loan Agreement"), dated as of April 4, 1995, among the Company, Texas Commerce Bank National Association ("TCB"), as Agent and a Lender, First Bank National Association ("First Bank"), as Agent and a Lender, and certain other financial institutions who are parties to the 1995 Company Loan Agreement.(6) - ---------------- (2) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1994. (3) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1994. (4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1994. (5) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1995. (6) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1995. 31 10.36 Interest Rate Agreement, dated as of April 4, 1995, by and among the Company, certain financial institutions a party thereto, First Bank, as Collateral Agent, and TCB, as Agent.(6) 10.37 Notice of Entire Agreement, dated as of April 4, 1995, executed by the Company, Parent, Southwest Coke, Alva Coca-Cola Bottling Co., Inc., Woodward Coca-Cola Bottling Company, Market Communications Counselors, Inc. and TCB, as Agent.(6) 10.38 Security Agreement, dated as of April 4, 1995, by and among the Company, First Bank, as Collateral Agent, TCB, as Agent, and the financial institutions who are parties to the 1995 Company Loan Agreement.(6) 10.39 Security Agreement, dated as of April 4, 1995, by and among Southwest Coke, First Bank, as Collateral Agent, TCB, as Agent, and the financial institutions who are parties to the 1995 Company Loan Agreement.(6) 10.40 Security Agreement, dated as of April 4, 1995, by and among Parent, First Bank, as Collateral Agent, TCB, as Agent, and the financial institutions who are parties to the 1995 Company Loan Agreement.(6) 10.41 Form of Term Note issued by the Company pursuant to the 1995 Company Loan Agreement.(6) 10.42 Form of Revolving Note issued by the Company pursuant to the 1995 Company Loan Agreement.(6) 10.43 Contribution Agreement, dated as of April 4, 1995, executed by Parent, the Company, Southwest Coke, Alva Coca-Cola Bottling Co., Inc., Woodward Coca-Cola Bottling Company, Market Communications Counselors, Inc. and The Dani Group, Inc.(6) 10.44 Loan Agreement ($115,000,000 Term Loan Facility and $25,000,000 Revolving Loan Facility) (the "1995 TBG Loan Agreement"), dated as of April 4, 1995, among TBG, TCB, as Agent and a Lender, First Bank, as Agent and a Lender, and the other financial institutions who are parties to the 1995 TBG Loan Agreement.(6) 10.45 Interest Rate Agreement, dated as of April 4, 1995, by and among TBG, certain financial institutions a party thereto, First Bank, as Collateral Agent, and TCB, as Agent.(6) 10.46 Notice of Entire Agreement, dated as of April 4, 1995, executed by TBG, San Antonio Coke and TCB, as Agent.(6) 10.47 Security Agreement, dated as of April 4, 1995, by and among TBG, First Bank, as Collateral Agent, TCB, as Agent, and the financial institutions who are parties to the 1995 TBG Loan Agreement.(6) 10.48 Form of Term Note issued by TBG pursuant to the 1995 TBG Loan Agreement.(6) 32 10.49 Form of Revolving Note issued by TBG pursuant to the 1995 TBG Loan Agreement.(6) 10.50 Contribution Agreement, dated as of April 4, 1995, executed by the Company and San Antonio Coke.(6) 10.51 Consent letter dated May 1, 1996 providing for adjustments to the Loan Agreement dated April 4, 1995, executed by and among The Coca-Cola Bottling Group (Southwest), Inc., Texas Commerce Bank National Association, as Agent, First Bank National Association, as Collateral Agent, and certain other financial institutions therein listed.(7) 10.52 The Coca-Cola Bottling Group (Southwest), Inc. Management Incentive Plan approved by the Board of Directors of the Registrant June 4, 1997 effective January 1, 1997.(8) # 10.53 Amendment Agreement dated June 1, 1997 related to the Management Incentive Agreement effective January 1, 1994, by and between the Registrant and Charles F. Stephenson.(8) # 10.54 Management Incentive Agreement executed June 5, 1997, effective January 1, 1997, by and between The Coca-Cola Bottling Group (Southwest), Inc. and Charles F. Stephenson.(8) # 10.55 Southwest Coca-Cola Bottling Company, Inc. Amendment to Management Incentive Plan adopted by the Board of Directors of Southwest Coca-Cola Bottling Company, Inc. effective June 1, 1997.(8) # 10.56 Amendment Agreement dated June 1, 1997 related to the Management Incentive Agreement effective January 1, 1994, entered by and among Southwest Coca-Cola Bottling Company, Inc. and all managers who were participants in the 1994 Management Incentive Plan.(8) # 10.57 Amendment Agreement dated June 1, 1997 related to the Management Incentive Agreement effective January 1, 1994 by and between Coca-Cola Bottling Company of the Southwest and E. T. Summers, III.(8) # 10.58 Amendment Agreement dated June 1, 1997 related to the Management Incentive Agreement effective January 1, 1994 by and between the Registrant and E. T. Summers, III.(8) # - ----------------- (7) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996. (8) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. 33 10.59 Management Incentive Agreement executed June 30, 1997, effective January 1, 1997, entered by and among the Registrant, Texas Bottling Group, Inc., Coca-Cola Bottling Company of the Southwest and E. T. Summers, III.(8) # 10.60 Credit Agreement ($50,000,000 Term Loan Facility and $220,000,000 Revolving Loan Facility) (the "Company Credit Agreement") dated March 11, 1998 among the Company and NationsBank, National Association ("NationsBank"), as Agent and as Lender, and the lenders party thereto. 10.61 Form of Term Note issued by the Company pursuant to the Company Credit Agreement. 10.62 Form of Revolving Note issued by the Company pursuant to the Company Credit Agreement. 10.63 Swing Line Note issued by the Company pursuant to the Company Credit Agreement. 10.64 Guaranty Agreement, dated March 11, 1998, among Parent, Dani, Southwest Coke, Woodward Coca-Cola Bottling Company, Alva Coca Cola Bottling Co., Inc. and Market Communication Common Counselors, Inc. in favor of NationsBank, as Agent. 10.65 LC Account Agreement, dated March 11, 1998, between the Company and NationsBank, as Agent. 10.66 Stock Pledge Agreement, dated March 11, 1998, among Parent, the Company, Southwest Coke, and NationsBank, as Agent. 10.67 Credit Agreement ($230,000,000 Revolving Credit Facility) (the "TBG Credit Agreement"), dated March 11, 1998, among TBG, NationsBank, as Agent and as Lender, and the lenders party thereto. 10.68 Form of Revolving Note issued by TBG pursuant to the TBG Credit Agreement. 10.69 Swing Line Note issued by TBG pursuant to the TBG Credit Agreement. 10.70 Guaranty Agreement, dated March 11, 1998, by Coca-Cola Bottling Company of the Southwest in favor of NationsBank, as Agent, pursuant to the TBG Credit Agreement. 10.71 LC Account Agreement, dated March 11, 1998, between TBG and NationsBank, as Agent, pursuant to the TBG Credit Agreement. 10.72 Stock Pledge Agreement, dated March 11, 1998, between TBG and NationsBank, as Agent, pursuant to the TBG Credit Agreement. 10.73 The Coca-Cola Bottling Group (Southwest), Inc. Management Incentive Agreement by and between the Company and Charles F. Stephenson, effective January 1, 1998.# 34 10.74 The Coca-Cola Bottling Group (Southwest), Inc. Management Incentive Agreement by and between the Company and E. T. Summers, III, effective January 1, 1998.# 21.1 Subsidiaries of the Company.(9) 27 Financial Data Schedule - ----------------- (9) Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994. 35 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. The Coca-Cola Bottling Group (Southwest), Inc. (Registrant) By:/s/ Charles F. Stephenson ---------------------------------------------- Charles F. Stephenson, President Date: March 30, 1998 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Edmund M. Hoffman Co-Chairman and Director March 30, 1998 - -------------------------- (Principal Executive Officer) Edmund M. Hoffman /s/ Robert K. Hoffman Co-Chairman and Director March 30, 1998 - -------------------------- Robert K. Hoffman /s/ Charles F. Stephenson President (Principal Financial March 30, 1998 - -------------------------- and Accounting Officer) Charles F. Stephenson INDEX TO FINANCIAL STATEMENTS Page ---- THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC. Report of Independent Public Accountants. . . . . . . . . . . . . . . F-2 Consolidated Balance Sheets as of December 31, 1996 and 1997 . . . . . . . . . . . . . . . . . . . . F-3 Consolidated Statements of Income . . . . . . . . . . . . . . . . . . F-5 Consolidated Statements of Stockholder's Equity . . . . . . . . . . . F-6 Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . F-7 Notes to Consolidated Financial Statements. . . . . . . . . . . . . . F-9 TEXAS BOTTLING GROUP, INC. Report of Independent Public Accountants. . . . . . . . . . . . . . . F-21 Consolidated Balance Sheets as of December 31, 1996 and 1997 . . . . . . . . . . . . . . . . . . . . F-22 Consolidated Statements of Income . . . . . . . . . . . . . . . . . . F-24 Consolidated Statements of Stockholders' Equity . . . . . . . . . . . F-25 Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . F-26 Notes to Consolidated Financial Statements. . . . . . . . . . . . . . F-28 F-1 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To The Coca-Cola Bottling Group (Southwest), Inc.: We have audited the accompanying consolidated balance sheets of The Coca-Cola Bottling Group (Southwest), Inc. (a Nevada corporation and a wholly owned subsidiary of CCBG Corporation, a Nevada corporation) and subsidiaries as of December 31, 1996 and 1997, and the related consolidated statements of income, stockholder's equity and cash flows for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Coca-Cola Bottling Group (Southwest), Inc. and subsidiaries as of December 31, 1996 and 1997, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Dallas, Texas, March 12, 1998 F-2 THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS--DECEMBER 31, 1996 AND 1997 (Amounts in Thousands, Except Share Data) ASSETS 1996 1997 ------ -------- -------- CURRENT ASSETS: Cash and cash equivalents $ 3,111 $ 3,208 Receivables- Trade accounts, net of allowance for doubtful accounts of $537 and $523 in 1996 and 1997 17,053 17,431 Other 6,678 7,418 -------- -------- Total receivables, net 23,731 24,849 Inventories 9,756 9,461 Prepaid expenses and other 1,846 1,930 Deferred tax asset 5,848 6,883 -------- -------- Total current assets 44,292 46,331 -------- -------- PROPERTY, PLANT, AND EQUIPMENT: Land 5,796 5,655 Buildings and improvements 28,238 27,818 Vending machines, machinery, and equipment 69,181 79,959 Furniture and fixtures 3,573 3,287 Transportation equipment 17,670 19,818 -------- -------- 124,458 136,537 Less-Accumulated depreciation and amortization (79,256) (86,132) -------- -------- Property, plant, and equipment, net 45,202 50,405 -------- -------- OTHER ASSETS: Franchise rights, net of accumulated amortization of $37,744 and $41,328 in 1996 and 1997 105,910 102,317 Goodwill, net of accumulated amortization of $1,828 and $2,223 in 1996 and 1997 13,516 13,121 -------- -------- Franchise rights and goodwill 119,426 115,438 Deferred financing costs and other assets, net of accumulated amortization of $13,834 and $15,098 in 1996 and 1997 16,298 14,141 Deferred tax asset 3,725 2,322 Net assets of discontinued operations 1,706 - -------- -------- Total other assets 141,155 131,901 -------- -------- Total assets $230,649 $228,637 -------- -------- -------- -------- The accompanying notes are an integral part of these consolidated balance sheets. F-3 THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS--DECEMBER 31, 1996 AND 1997 (Amounts in Thousands, Except Share Data) LIABILITIES AND STOCKHOLDER'S EQUITY 1996 1997 ------------------------------------ -------- -------- CURRENT LIABILITIES: Accounts payable $ 20,986 $ 18,090 Accrued payroll 2,656 3,494 Accrued interest 1,629 1,646 Other accrued liabilities 1,336 1,985 Current maturities of long-term debt 12,816 2,015 Net liabilities of discontinued operations - 17 -------- -------- Total current liabilities 39,423 27,247 -------- -------- LONG-TERM DEBT, net of current maturities 238,027 251,529 OTHER LIABILITIES 13,326 11,900 COMMITMENTS AND CONTINGENCIES STOCKHOLDER'S EQUITY: Common stock, $.10 par value; 250,000 shares authorized; 100,000 shares issued and outstanding 10 10 Additional paid-in capital 26,223 26,223 Retained deficit (86,360) (88,272) -------- -------- Total stockholder's equity (60,127) (62,039) -------- -------- Total liabilities and stockholder's equity $230,649 $228,637 -------- -------- -------- -------- The accompanying notes are an integral part of these consolidated balance sheets. F-4 THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1995, 1996, AND 1997 (Amounts in Thousands) 1995 1996 1997 -------- -------- -------- NET REVENUES $233,395 $243,857 $244,964 COSTS AND EXPENSES: Cost of goods sold (exclusive of depreciation shown below) 125,017 126,459 126,429 Selling, general, and administrative 64,275 70,546 74,872 Depreciation and amortization 12,447 13,892 15,568 -------- -------- -------- Operating income 31,656 32,960 28,095 INTEREST: Interest on debt (22,899) (21,006) (20,563) Deferred financing cost (1,222) (593) (583) Interest income 241 182 178 -------- -------- -------- (23,880) (21,417) (20,968) EQUITY IN EARNINGS OF UNCONSOLIDATED SUBSIDIARY 5,311 7,531 3,379 -------- -------- -------- Income from operations before income taxes, discontinued operations and extraordinary item 13,087 19,074 10,506 INCOME TAX BENEFIT (PROVISION) 10,119 (2,770) (2,110) -------- -------- -------- Income from operations before discontinued operations and extraordinary item 23,206 16,304 8,396 DISCONTINUED OPERATIONS: Loss from discontinued operations, net of income tax benefit of $234, $461, and $468 in 1995, 1996, and 1997, respectively (436) (856) (869) Loss on disposal of discontinued operations, net of income tax benefit of $505 - - (939) -------- -------- -------- Income from operations before extraordinary item 22,770 15,448 6,588 EXTRAORDINARY ITEM, net of income tax benefit of $423 in 1995 (787) - - -------- -------- -------- Net income $ 21,983 $ 15,448 $ 6,588 -------- -------- -------- -------- -------- -------- The accompanying notes are an integral part of these consolidated statements. F-5 THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY FOR THE YEARS ENDED DECEMBER 31, 1995, 1996, AND 1997 (Amounts in Thousands) Common Stock Additional --------------- Paid-In Retained Shares Amount Capital Deficit ------ ------ ---------- --------- BALANCE, December 31, 1994 100 $ 10 $26,223 $(113,136) Net income - - - 21,983 Dividends paid - - - (4,305) --- ---- ------- --------- BALANCE, December 31, 1995 100 10 26,223 (95,458) Net income - - - 15,448 Dividends paid - - - (6,350) --- ---- ------- --------- BALANCE, December 31, 1996 100 10 26,223 (86,360) Net income - - - 6,588 Dividends paid - - - (8,500) --- ---- ------- --------- BALANCE, December 31, 1997 100 $ 10 $26,223 $ (88,272) --- ---- ------- --------- --- ---- ------- --------- The accompanying notes are an integral part of these consolidated statements. F-6 THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1995, 1996, AND 1997 (Amounts in Thousands) 1995 1996 1997 --------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 21,983 $ 15,448 $ 6,588 Adjustments to reconcile net income to net cash provided by operating activities- Net loss from discontinued operations 436 856 1,808 Depreciation and amortization 12,447 13,892 15,568 Provision for bad debts 120 68 300 Amortization of deferred financing costs 1,222 593 583 Deferred tax (benefit) provision (10,800) 1,227 368 Deferred compensation 1,598 1,591 (565) Earnings of unconsolidated subsidiary (5,311) (7,531) (3,379) Extraordinary item 1,210 - - Change in assets and liabilities, excluding effects of extraordinary item: Receivables (1,251) (2,067) (1,418) Inventories 1,017 213 295 Prepaid expenses and other (164) (989) (84) Accounts payable 1,484 5,058 (2,896) Accrued expenses (537) (911) 1,504 Other liabilities - 2,438 814 --------- -------- -------- Net cash provided by operating activities 23,454 29,886 19,486 --------- -------- -------- NET CASH USED BY DISCONTINUED OPERATIONS (265) (1,883) (85) --------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property, plant, and equipment (8,111) (12,573) (15,553) Other noncurrent assets disposed of (acquired) (711) (2,083) (908) Dividends received 3,853 4,137 4,630 --------- -------- -------- Net cash used by investing activities (4,969) (10,519) (11,831) --------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings (repayments) under revolving credit facility (3,500) 2,300 7,850 Payments on long-term debt (7,191) (13,369) (12,473) Proceeds from issuance of long-term debt, net 118,457 - 5,650 Retirement of long-term debt (121,122) - - Purchase of interest rate cap (588) - - Dividends paid (4,305) (6,350) (8,500) --------- -------- -------- Net cash used by financing activities (18,249) (17,419) (7,473) --------- -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (29) 65 97 CASH AND CASH EQUIVALENTS, beginning of year 3,075 3,046 3,111 --------- -------- -------- CASH AND CASH EQUIVALENTS, end of year $ 3,046 $ 3,111 $ 3,208 --------- -------- -------- --------- -------- -------- The accompanying notes are an integral part of these consolidated statements. F-7 THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 1995, 1996, AND 1997 (Amounts in Thousands) SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: 1995 1996 1997 ------- ------- ------- Cash paid during the year for: Interest $22,097 $23,421 $20,368 Income taxes - 552 350 The accompanying notes are an integral part of these consolidated statements. F-8 THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1997 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of The Coca-Cola Bottling Group (Southwest), Inc., a Nevada corporation (the "Company," a wholly owned subsidiary of CCBG Corporation) and its wholly owned subsidiaries. The major operating subsidiary is Southwest Coca-Cola Bottling Company, Inc. ("Southwest Coke"). The Company primarily bottles and distributes soft drinks in its franchise territories (food service operations are not material) which include a substantial portion of western Texas and the Texas Panhandle, western Oklahoma, and eastern New Mexico and extend into portions of Colorado and Kansas. All material intercompany balances and transactions have been eliminated in consolidation. INVESTMENT IN UNCONSOLIDATED SUBSIDIARY The Company has an interest in Texas Bottling Group, Inc. ("TBG"), an unconsolidated subsidiary. TBG, through its wholly owned subsidiary, Coca-Cola Bottling Company of the Southwest ("San Antonio Coke"), primarily bottles and distributes soft drinks in its franchise territories in central and southern Texas, including the cities of San Antonio and Corpus Christi. CERTAIN RISK FACTORS The Company is highly leveraged and will require substantial amounts of cash to fund scheduled payments of principal and interest on its outstanding debt and future capital expenditures. The Company's ability to service its debt in the future, maintain adequate working capital and make required or planned capital expenditures will depend on its ability to generate sufficient cash from operations. Management is of the opinion that the Company will generate sufficient cash flow to meet its obligations or that alternative financing will be available. REVENUE RECOGNITION Revenue is recognized at the bottling operations when the product is delivered. Vending operations recognize revenue when cash is collected. CASH AND CASH EQUIVALENTS The Company considers investments with original maturities of three months or less to be cash equivalents. F-9 INVENTORIES Inventories include the costs of materials and direct labor and manufacturing overhead, when applicable, and are valued at the lower of first-in, first-out cost or market, except for repair parts and supplies, which are valued at cost. Inventories as of December 31, 1996 and 1997, are summarized as follows (in thousands): 1996 1997 ------ ------ Raw materials $1,991 $2,307 Finished goods 7,252 6,643 Repair parts and supplies 513 511 ------ ------ $9,756 $9,461 ------ ------ ------ ------ PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment is stated at cost. Expenditures for maintenance and repairs are charged to expense when incurred. The cost of assets retired or sold, and the related amounts of accumulated depreciation are removed from the accounts, and any gain or loss is included in income. Depreciation is determined using the straight-line method over the estimated useful lives of the assets as follows: Buildings and improvements 4-35 years Vending machines, machinery, and equipment 4-7 years Furniture and fixtures 3-7 years Transportation equipment 3-7 years RETURNABLE CAN TRAYS AND SHELLS Returnable can trays and shells are carried in other assets at amortized cost. The cost of shells in excess of deposit value is amortized on a straight-line basis over three years. FRANCHISE RIGHTS AND GOODWILL Franchise rights and goodwill represent the cost in excess of the fair value of tangible assets acquired. The Company views franchise rights and goodwill as a single intangible asset that is being amortized over a period of 40 years. The Company established separate values for franchise rights and for goodwill. The Company annually evaluates its carrying value and expected period of benefit of franchise rights and goodwill in relation to its expected future undiscounted cash flows. If the carrying value were determined to be in excess of expected future cash flows, franchise rights and goodwill would be reduced to fair market value. Expected future cash flows exceeded those amounts recorded in the consolidated financial statements. INCOME TAXES The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of existing differences between the financial reporting and tax reporting bases of assets and liabilities and operating loss and tax credit carryforwards for tax purposes. Valuation allowances are established, if necessary, to reduce the deferred tax asset to the amount that will more likely than not be realized. F-10 RECLASSIFICATIONS Certain prior year amounts have been reclassified to conform with current year classification. USE OF ESTIMATES Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing the financial statements. NEW ACCOUNTING PRONOUNCEMENTS The Financial Accounting and Standards Board has issued Statement of Financial Accounting Standard (SFAS) No. 129, "Disclosure of Information about Capital Structure," SFAS No. 130, "Reporting Comprehensive Income," and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." These statements become effective during 1998 and are not expected to have a significant effect on the financial position of the Company. 2. PARENT COMPANY: The Company and its subsidiaries are the sole source of funds to satisfy certain payment obligations of CCBG Corporation (the "Parent"). 3. INVESTMENT IN UNCONSOLIDATED SUBSIDIARY: The Company owns 541,916 shares of Class A common stock of TBG, which represents 49% of the ownership of TBG. The Prudential Insurance Company of America and its affiliate own 226,277 shares of Class B common stock, which effectively represents 51% of the ownership of TBG, as the Class B common stock is convertible into 553,247 shares of Class A common stock at the option of the holder. There are restrictions in the Company's credit agreements that limit transactions between the Company and TBG to cross-production, common administrative and operational functions, services provided under the management agreement with TBG and other transactions, if the terms are at least as favorable to the Company as the same transaction would be with a third party. In addition, TBG's credit agreements have similar provisions. The Company's credit agreements also provide for restrictions on transfers of cash or other assets from the Company to TBG. The Company accounts for its investment in TBG under the equity method. F-11 Summarized financial information for TBG as of December 31, 1996 and 1997, is as follows (in thousands): 1996 1997 -------- -------- Current assets $ 45,735 $ 44,388 Noncurrent assets 210,388 206,043 Current liabilities 39,433 23,160 Long-term debt 203,000 214,867 Other liabilities 3,864 5,072 Postretirement benefit obligation 6,157 6,117 Stockholders' equity 3,669 1,215 For the years ended December 31, 1995, 1996, and 1997: 1995 1996 1997 -------- -------- -------- Net revenues $215,095 $220,796 $217,508 Cost of goods sold 117,233 119,336 116,258 Income before taxes and extraordinary item 15,883 18,263 10,836 Net income 28,486 15,292 6,946 The Company recognized equity in net income of TBG of $5,311,000 in 1995, $7,531,000 in 1996, and $3,379,000 in 1997. The Company received dividends from TBG of $3,853,000 in 1995, $4,137,000 in 1996, and $4,629,500 in 1997. The Company's investment in the TBG is included in other assets in the accompanying consolidated financial statements. The Company has a management agreement with TBG providing for annual management fees of approximately $700,000. The agreement is for a period of one year and automatically renews. On September 9, 1996, the Federal Trade Commission ("FTC") issued an order dismissing the complaint filed by the FTC in 1988 against San Antonio Coke, a wholly owned subsidiary of TBG, bringing to an end the FTC's efforts to force the divestiture of Dr Pepper licenses held by San Antonio Coke for a ten-county area around and including San Antonio, Texas. 4. DEBT: On March 11, 1998, the Company entered into a new credit agreement (the "1998 Bank Credit Agreement") with a group of banks. The 1998 Bank Credit Agreement provides the Company with credit facilities, under which the Company may borrow up to $270 million. The credit facilities include the following: 1) a 364-day term loan facility (the "1998 Term Loan") under which the Company may borrow up to $50 million; and 2) a five-year revolving credit agreement (the "1998 Revolver") under which the Company may borrow up to $220 million. As required by the 1998 Bank Credit Agreement, the proceeds of the 1998 Term Loan shall be used solely for the repurchase of any remaining amounts of the existing 9% Senior Subordinated Debt and the proceeds from the 1998 Revolver shall be used to refinance existing F-12 indebtedness or as allowed under the new credit agreement. Advances made under the 1998 Term Loan will be available in a single borrowing and will be subject to quarterly amortization of principal based on the following schedule (with final payment due five years from the advance): Year after Advance Amortization 1 $ 4 million 2 $ 6 million 3 $10 million 4 $15 million 5 $15 million The 1998 Revolver shall bear interest at a rate equal to either LIBOR plus 0.375% to 1.75% or the Alternate Base Rate, as defined, plus 0.0% to 0.75%. The 1998 Term Loan shall bear interest at a rate equal to either LIBOR plus 1.125% to 2.5% or the Alternate Base Rate, as defined, plus 0.0% to 1.25%. Interest rates and commitment fees on the 1998 Revolver and the 1998 Term Loan are subject to change, depending on the ratio of total debt to earnings, as defined, at the end of each calendar quarter. Interest payments are payable quarterly or as defined on the 1998 Revolver and the 1998 Term Loan. The Company must pay a commitment fee of 0.18% to 0.5% of the average daily unused committed amount of the 1998 Revolver and 0.18% to 0.5% of the available 1998 Term Loan. Additionally, the Company paid an underwriting fee equal to 0.5% of the entire amount of the 1998 Bank Credit Agreement at closing. This fee was approximately $1.35 million and will be amortized over the life of the 1998 Bank Credit Agreement. Under the 1998 Bank Credit Agreement, the group of banks received a first priority perfected security interest in all of the existing and future capital stock of the Company and its subsidiaries. Upon the fourth consecutive fiscal quarterly determination of total debt to earnings, as defined, of not greater than 5.0 to 1, the Company may elect to terminate the security interest in stock of the Company and subsidiaries. The 1998 Bank Credit Agreement is subject to certain restrictive covenants that among other restrictions require maintenance of minimum ratios of debt to earnings, as defined, maintenance of earnings to fixed charges, as defined, and limitations of capital expenditures. The 1998 Bank Credit Agreement permits the payment of dividends and other distributions to shareholders so long as no default exists. In March 1998, the Company used proceeds from the 1998 Bank Credit Agreement to repay amounts outstanding, as described below, related to the Variable Term Loan, the Revolver and other debt. Additionally, in March 1998, the Company plans to initiate the repurchase of a portion of its 9% Senior Subordinated Notes. The Company intends to repurchase the remainder of the 9% Senior Subordinated Notes by December 1998. This will result in an after-tax loss that will be recorded as an extraordinary item in the financial results for the year ended December 31, 1998. The extraordinary charge will include all unamortized costs, including unamortized costs related to the 1995 interest rate cap agreement (Note 6), of approximately $1.2 million related to debt repaid during 1998 and any unamortized costs and premium paid on the early extinguishment of the 9% Senior Subordinated Notes. F-13 Long-term debt and related collateral consists of the following as of December 31, 1996 and 1997 (in thousands): DECEMBER 31, -------------------- 1996 1997 -------- -------- 9% Senior Subordinated Notes -- unsecured, due on November 15, 2003; interest is payable semiannually on May 15 and November 15 $140,000 $140,000 Variable Term Loan -- due in quarterly installments through March 31, 2003 102,000 90,000 Other 2,043 8,894 Borrowings under revolving credit facility 6,800 14,650 -------- -------- Total debt 250,843 253,544 Less- Current maturities 12,816 2,015 -------- -------- Total long-term debt $238,027 $251,529 -------- -------- -------- -------- Principal payments for maturities of long-term debt, after giving effect to the 1998 Bank Credit Agreement, for the next five years are as follows as of December 31, 1997 (in thousands): 1998 $ 2,015 1999 847 2000 882 2001 952 2002 505 Thereafter 248,343 -------- $253,544 -------- -------- VARIABLE TERM LOAN AND REVOLVER In April 1995, the Company entered into a loan agreement with Texas Commerce Bank National Association as agent for a syndicate of financial institutions. The agreement provided for a $120 million term loan (the "Variable Term Loan") and a $30 million revolving credit facility (the "Revolver"). The Variable Term Loan and Revolver were repaid in March 1998. As of December 31, 1997, $14.65 million was outstanding on the Revolver. Borrowings under the Variable Term Loan and Revolver (collectively, the "1995 Bank Credit Agreement") were used to replace the Company's 10.05% senior secured notes and the $75 million 1993 bank credit agreement with Citicorp USA as agent for a group of banks which resulted in the Company recording a charge of $0.8 million for unamortized deferred financing costs. Both the Variable Term Loan and Revolver calculated interest at the Company's option at either Alternate Base Rate (8.5% as of December 31, 1997) or Eurodollar Rate (5.9% as of December 31, 1997) plus 1.00%. A commitment fee of 0.25% was charged on the average daily unused portion of the Revolver. Interest rates on the 1995 Bank Credit Agreement were subject to change, depending on the ratio of total debt to cash flow, as defined, at the end of each calendar quarter. The interest rates were adjusted quarterly in a range from a maximum of Alternate Base Rate plus .50% or Eurodollar Rate plus 1.75% to a minimum of Alternate Base Rate or Eurodollar Rate plus .50%, according to a grid of permitted debt to cash flow ratios. Interest on the 1995 Bank Credit Agreement was due on the last day of each calendar quarter for F-14 amounts borrowed at the Alternate Base Rate or at the end of each applicable interest period for amounts borrowed at the Eurodollar Rate. For interest periods exceeding three months, related interest expense was due on the last day of each calendar quarter. Borrowings under the 1995 Bank Credit Agreement were secured by pledges of the stock of the Company and its subsidiaries and certain intercompany indebtedness of Southwest Coke to the Company, as well as guarantees of the Parent and the Company's subsidiaries. The 1995 Bank Credit Agreement contained several restrictive covenants, the most significant of which: required maintenance of minimum ratios of cash flow to interest expense and fixed charges, as defined; limited the ratio of debt to cash flow, as defined; and restricted the issuance of additional common stock. The 1995 Bank Credit Agreement did permit the payment of dividends and other distributions to shareholders as permitted by the indenture governing the 9% Notes due 2003 and also limited by minimum fixed charge coverage requirements, so long as no default existed. Interest expense was approximately $24,121,000, $21,599,000, and $21,146,000 in 1995, 1996, and 1997, respectively. Interest expense in 1995 included approximately $3,854,000 related to the termination of an interest rate swap agreement (see Note 6). 5. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS: The following methods and assumptions were used to value each class of financial instruments: CASH AND CASH EQUIVALENTS The carrying amount approximates fair value because of the short maturity of those instruments. LONG-TERM DEBT Management believes the Revolver is stated at fair value due to the short-term nature of this instrument. The Variable Term Loan is stated at fair value due to its variable interest rate. Management estimates that the fair value of its 9% Notes as of December 31, 1997, was approximately $144 million based on publicly quoted prices. 6. DISCLOSURES ABOUT DERIVATIVE FINANCIAL INSTRUMENTS: In connection with the 1995 Bank Credit Agreement, the Company entered into an interest rate cap agreement with a bank which caps the three-month LIBOR rate at 9% on a notional principal amount of $60 million for four years. The Company has no interest rate exposure under the agreement other than the initial purchase cost of $0.6 million. F-15 7. INCOME TAXES: The Company's net deferred tax asset and liability as of December 31, 1996 and 1997, are as follows (in thousands): 1996 1997 -------- ------- Deferred tax assets: Net operating loss carryforwards $ 34,308 $29,925 Investment in unconsolidated subsidiary 3,344 2,080 Charges for deferred compensation 2,662 2,872 Other deferred tax assets 1,892 2,386 -------- ------- 42,206 37,263 Less - Valuation allowance (1,877) - -------- ------- 40,329 37,263 Deferred tax liabilities: Tax over book depreciation and amortization 29,150 26,487 Book basis over tax basis on assets of purchased subsidiary 1,225 1,225 Other deferred tax liabilities 381 346 -------- ------- 30,756 28,058 -------- ------- Net deferred tax asset $ 9,573 $ 9,205 -------- ------- -------- ------- The Company had net operating loss carryforwards of approximately $98.9 million and $85.5 million at December 31, 1996 and 1997. These carryforwards expire as follows: 2003 $11,900 2004 14,800 2005 14,500 2006 14,300 2007 11,300 2008 14,200 2009 1,600 2010 2,900 ------- $85,500 ------- ------- The Company's benefit (provision) for income taxes, including the benefit from discontinued operations and the extraordinary item, for the periods ended December 31, 1995, 1996, and 1997, is as follows (in thousands): 1995 1996 1997 -------- -------- -------- Current $ (447) $(1,082) $ (769) Deferred 10,800 (1,227) (368) -------- -------- -------- Total benefit (provision) for income taxes $10,353 $(2,309) $(1,137) -------- -------- -------- -------- -------- -------- F-16 Reconciliation between the actual benefit (provision) for income taxes and income taxes computed by applying the federal statutory rate to income before income taxes, discontinued operations and extraordinary item is as follows (in thousands): 1995 1996 1997 ---- ---- ---- Income tax provision computed at the statutory rate $ (4,346) $(6,215) $(2,704) Reduction in valuation allowance 15,030 4,232 1,877 Amortization of goodwill (331) (326) (332) Other - - 22 -------- ------- ------- $ 10,353 $(2,309) $(1,137) -------- ------- ------- -------- ------- ------- 8. COMMITMENTS, CONTINGENCIES, AND RELATED PARTIES: The Company is a member of a soft drink canning cooperative and owned approximately 4% (qualifying shares) at December 31, 1997. During 1995, 1996, and 1997, the Company had purchases of $777,000, $3,340,000, and $6,223,000 from this cooperative. The Company purchased approximately $4,468,000, $14,960,000, and $13,428,000 in 1995, 1996, and 1997, of soft drink products from TBG and had sales to this entity of approximately $1,657,000, $12,704,000, and $14,857,000 in 1995, 1996, and 1997, respectively. At December 31, 1997, the Company owned approximately 23% of Western Container Corporation ("Western"), a plastic bottle manufacturer. Western was formed by the Company and other bottlers to provide plastic bottles for their bottling operations. The Company had purchases of $8,704,000, $8,079,000, and $6,304,000 from Western in 1995, 1996, and 1997. The Company has a minimum purchase agreement with Western through 1998. The Company has met its purchase requirements in 1997 and expects to continue to meet these requirements in the future. The Company is self-insured for portions of its casualty insurance and certain other business risks up to limits of between $150,000 and $250,000. Management provides for all material open claims plus an estimate for incurred but not reported claims related to these uninsured risks. In conjunction with certain insurance policies, the Company has established irrevocable and unconditional letters of credit, expiring March 22, 1988, July 1, 1998, and August 1, 1998, for $1,381,000, $25,000, and $780,000 in favor of three insurance companies. The letters of credit protect the insurance companies in case of nonperformance by the Company. The letters of credit were not used as of December 31, 1997, and management does not expect to use the letters of credit through expiration. The Company also becomes involved in certain legal proceedings in the normal course of business. Management believes that the outcome of such litigation will not materially affect the Company's consolidated financial position or results of operations. At December 31, 1997, the Company had a loan in the amount of $1,550,000 to the Edmund M. and Adelyn Jean Hoffman Trust. Funds borrowed under the loan agreement bear interest at 8% per annum. Edmund M. Hoffman is the Co-Chairman of the Board of the Company. As of December 31, 1997, the Company has a loan outstanding to Charles F. Stephenson, President of the Company and Southwest Coke, in the amount of $100,000. The loan bears interest at 8% per annum and is due on the earlier of February 1, 1999, or the 30th day after his last day of employment as a manager of the Company or one of its subsidiaries. F-17 9. COMPENSATION AND BENEFIT PLANS: 401(k) PLAN The Company has a voluntary 401(k) plan available to substantially all full-time employees with over one year of service. Employees can deposit up to 15% of total compensation. Company contributions to the 401(k) plan are at the Board of Directors' discretion and are limited to the lesser of employee contributions or 4% of the employee's total compensation. The Company's contributions to the 401(k) plan in 1995, 1996, and 1997 included in the consolidated statements of income, were approximately $516,000, $902,000, and $901,000. Effective June 30, 1996, the San Antonio Coke voluntary 401(k) plan merged with the Company's 401(k). PENSION PLAN The Company has a defined benefit pension plan covering substantially all full-time employees with over one year of service. The following table sets forth the plan's funded status and amounts recognized in the Company's consolidated financial statements at December 31, 1996 and 1997 (in thousands): 1996 1997 -------- ------ Accumulated benefit obligation- Vested benefits $(12,680) $(16,360) Nonvested benefits (358) (580) -------- ------ (13,038) (16,940) Effect of projected future compensation levels (3,417) (2,401) -------- ------ Projected benefit obligation (16,455) (19,341) Plan assets at fair value 17,725 20,264 -------- ------ Plan assets in excess of projected benefit obligation 1,270 923 Unrecognized net loss being amortized 429 707 Unrecognized net asset at January 1, 1987, amortized over 15 years (1,000) (813) -------- ------ Pension asset $ 699 $ 817 -------- ------ -------- ------ Net periodic pension cost for 1995, 1996, and 1997 included the following components (in thousands): 1995 1996 1997 ------- -------- ------ Service cost - benefits earned $ 627 $ 815 $ 909 Interest cost on projected benefit obligation 965 1,093 1,207 Actual return on plan assets (3,347) (2,222) (2,673) Net amortization and deferral 2,144 756 995 ------- -------- ------ Net periodic pension cost $ 389 $ 442 $ 438 ------- -------- ------ ------- -------- ------ F-18 The discount rate and rate of increase in future compensation levels used in determining the actuarial present value of the projected benefit obligation was 8.0% and 4.5% in 1995; 7.25% and 5% in 1996 and 1997. The expected long-term rate of return on assets was 8.5% in 1995, 1996 and 1997. The Plan assets consist primarily of money market investments, stocks, bonds and an insurance company's general and growth equity accounts. Effective December 31, 1996, the San Antonio Coke defined benefit plan merged with the Company's defined benefit plan. Benefits attributed to service as an employee of San Antonio Coke after December 31, 1996, will be determined by using the benefit formula of the Parent's plan (which is 38% higher than the formula under the old San Antonio Coke plan), then added to the frozen benefit for 1996 and prior years to calculate the total benefit to be paid to the participant. Only the pension asset and the net periodic pension cost attributable to the Company have been presented above. EXECUTIVE SECURITY PLAN The Company maintains an executive security plan (the "Plan") covering certain key executives of the Company. In addition, the Company entered into employment agreements ("Agreements") with two other key executives. The Agreements provide for disability, defined retirement, and death benefits to be paid out of the general assets of the Company, and the Plan provides for death benefits which will be funded by life insurance policies. Expense for the Agreements included in the consolidated statements of income was $600,000 in 1995, 1996, and 1997. MANAGEMENT INCENTIVE PLAN Effective January 1, 1997, the Company amended its long-term management incentive agreements (the "old agreements") with certain of its key officers and managers in effect since January 1, 1994. The amendments shortened the length of the old agreements from five years to three years, eliminated cash flow goals for the fourth and fifth years, changed the basis of a lump-sum end payment from a five-year operating cash flow goal to a three-year operating cash flow goal, and provided a schedule for remaining payments under the plan. Expense for the old agreements included in the consolidated statements of income was $980,000 in 1995, 1996, and 1997. Effective January 1, 1997, the Company entered into new long-term management incentive agreements (the "new agreements") with certain of its key officers and managers. Under the new agreements, a lump-sum payment is made based upon the attainment of a cumulative, three-year operating cash flow goal for the combined operations of Southwest Coke and TBG. No expense for the new agreements is included in the consolidated statements of income for any year presented. OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS The Company does not provide postretirement benefits to its employees, other than the plans discussed above, except for certain benefits to retirees associated with a previous acquisition which are not material to the Company's results of operations or financial position. The Company does not provide any postemployment benefits other than the plans discussed above and, therefore, no additional liability has been recorded. 10. DISCONTINUED OPERATIONS: In December 1997, the Company's management adopted a plan to discontinue operations of the Dani Group ("Dani"). The Company expects to fully dispose of Dani through sale of its remaining assets in 1998. Accordingly, the operating results of Dani, including provisions for estimated lease termination costs, employee benefits, and losses incurred during the phase-out period of approximately $890,000 and a write-off of receivables, leasehold improvements, and deferred charges of approximately $554,000 have F-19 been segregated from continuing operations and reported as a separate line item on the statement of income. The Company has restated its prior financial statements to present the operating results of Dani as a discontinued operation. The assets and liabilities of such operations at December 31, 1997, have been reflected as a net current liability based substantially on the original classification of such assets and liabilities. Summarized financial information for the discontinued operations was as follows (amounts in thousands): For the years ended December 31 1995 1996 1997 ------ ------ ------- Operating revenues $1,958 $3,088 $ 4,296 Loss from discontinued operations, net of income taxes 436 856 1,808 At December 31 1996 1997 ------ ------- Total assets $2,101 $ 1,179 Total liabilities (395) (1,196) Net assets (liabilities) of discontinued operations 1,706 (17) 11. ALLOWANCE FOR DOUBTFUL ACCOUNTS: As of December 31, 1995, 1996, and 1997, the balance for allowance for doubtful accounts was $537,000, $537,000, and $523,000. The activity for this account for the three years ended December 31, 1997, was as follows: Balance at Write-offs, Balance Beginning Charged to Net of at End Year of Year Expense Recoveries of Year ---- ---------- ---------- ---------- ------- 1995 $537 $120 $(119) $538 1996 538 68 (69) 537 1997 537 300 (314) 523 F-20 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Texas Bottling Group, Inc.: We have audited the accompanying consolidated balance sheets of Texas Bottling Group, Inc. (a Nevada corporation) and subsidiary as of December 31, 1996 and 1997, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Texas Bottling Group, Inc. and subsidiary as of December 31, 1996 and 1997, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Dallas, Texas, March 12, 1998 F-21 TEXAS BOTTLING GROUP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS--DECEMBER 31, 1996 AND 1997 (Amounts in Thousands, Except Share Data) ASSETS 1996 1997 ------ -------- -------- CURRENT ASSETS: Cash and cash equivalents $ 636 $ 475 Receivables- Trade accounts, net of allowance for doubtful accounts of $544 and $601 in 1996 and 1997 21,349 20,615 Other 3,280 3,097 -------- -------- Total receivables, net 24,629 23,712 Inventories 9,327 9,904 Prepaid expenses and other 1,498 1,840 Deferred tax asset 9,645 8,457 -------- -------- Total current assets 45,735 44,388 -------- -------- PROPERTY, PLANT, AND EQUIPMENT: Land 4,866 4,751 Buildings and improvements 20,819 20,429 Machinery and equipment 16,393 17,164 Vehicles 16,662 18,641 Vending equipment 27,215 33,578 Furniture and fixtures 5,500 6,034 -------- -------- 91,455 100,597 Less- Accumulated depreciation and amortization (50,312) (57,287) -------- -------- Property, plant, and equipment, net 41,143 43,310 -------- -------- OTHER ASSETS: Franchise rights, net of accumulated amortization of $36,140 and $39,783 in 1996 and 1997 109,362 105,718 Goodwill, net of accumulated amortization of $17,455 and $19,183 in 1996 and 1997, respectively 51,676 49,949 -------- -------- Franchise rights and goodwill 161,038 155,667 Deferred financing costs and other assets, net of accumulated amortization of $2,335 and $2,670 in 1996 and 1997 7,852 7,066 Deferred tax asset 355 - -------- -------- Total other assets 169,245 162,733 -------- -------- Total assets $256,123 $250,431 -------- -------- -------- -------- The accompanying notes are an integral part of these consolidated balance sheets. F-22 TEXAS BOTTLING GROUP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS--DECEMBER 31, 1996 AND 1997 (Amounts in Thousands, Except Share Data) LIABILITIES AND STOCKHOLDERS' EQUITY 1996 1997 -------- -------- CURRENT LIABILITIES: Accounts payable $ 15,276 $ 15,612 Accrued payroll 793 845 Accrued insurance 3,342 2,557 Accrued interest 1,364 1,383 Contribution to employees' benefit plans 2,158 2,026 Current maturities of long-term debt 16,500 737 -------- -------- Total current liabilities 39,433 23,160 -------- -------- LONG-TERM DEBT, net of current maturities 203,000 214,867 OTHER LIABILITIES 3,864 3,005 DEFERRED TAX LIABILITY - 2,067 POSTRETIREMENT BENEFIT OBLIGATION 6,157 6,117 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock Class A, $2 par value; 1,100,249 shares authorized; 541,916 issued and outstanding as of December 31, 1996 and 1997 1,084 1,084 Common stock Class B, $2 par value; 228,357 shares authorized, issued and outstanding (convertible to 558,332 shares of Class A) as of December 31, 1996 and 1997 457 457 Additional paid-in capital 43,459 43,459 Retained deficit (41,331) (43,785) -------- -------- Total stockholders' equity 3,669 1,215 -------- -------- Total liabilities and stockholders' equity $256,123 $250,431 -------- -------- -------- -------- The accompanying notes are an integral part of these consolidated balance sheets. F-23 TEXAS BOTTLING GROUP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1995, 1996, AND 1997 (Amounts in Thousands) 1995 1996 1997 --------- -------- -------- NET REVENUES $215,095 $220,796 $217,508 COSTS AND EXPENSES: Cost of goods sold (exclusive of depreciation shown below) 117,233 119,336 116,258 Selling, general, and administrative 50,154 52,359 57,840 Depreciation and amortization 11,548 12,816 14,444 -------- -------- -------- Operating income 36,160 36,285 28,966 INTEREST: Interest on debt (20,250) (18,006) (17,797) Deferred financing cost (584) (572) (572) Interest income 372 208 65 -------- -------- -------- (20,462) (18,370) (18,304) OTHER INCOME, net 185 348 174 -------- -------- -------- Income before taxes and extraordinary item 15,883 18,263 10,836 INCOME TAX BENEFIT (PROVISION) 12,675 (2,971) (3,890) -------- -------- -------- Income before extraordinary item 28,558 15,292 6,946 EXTRAORDINARY ITEM, net of income tax benefit of $39 in 1995 (72) - - -------- -------- -------- Net income $ 28,486 $ 15,292 $ 6,946 -------- -------- -------- -------- -------- -------- The accompanying notes are an integral part of these consolidated statements. F-24 TEXAS BOTTLING GROUP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1995, 1996, AND 1997 (Amounts in Thousands) Common Stock Additional ------------ Paid-In Retained Class A Class B Capital Deficit ------- ------- ---------- -------- BALANCE, December 31, 1994 1,084 457 43,459 (68,886) Net income - - - 28,486 Dividends paid - - - (7,823) ------ ---- ------- -------- BALANCE, December 31, 1995 1,084 457 43,459 (48,223) Net income - - - 15,292 Dividends paid - - - (8,400) ------ ---- ------- -------- BALANCE, December 31, 1996 1,084 457 43,459 (41,331) Net income - - - 6,946 Dividends paid - - - (9,400) ------ ---- ------- -------- BALANCE, December 31, 1997 $1,084 $457 $43,459 $(43,785) ------ ---- ------- -------- ------ ---- ------- -------- The accompanying notes are an integral part of these consolidated statements. F-25 TEXAS BOTTLING GROUP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1995, 1996, AND 1997 (Amounts in Thousands) 1995 1996 1997 ------ ------ ------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 28,486 $15,292 $ 6,946 Adjustments to reconcile net income to net cash provided by operating activities- Extraordinary item 111 - - Depreciation and amortization 11,548 12,816 14,444 Provision for bad debts 240 240 302 Deferred tax (benefit) provision (12,800) 2,800 3,610 Amortization of deferred financing costs 584 572 572 Deferred compensation 846 1,193 780 Change in assets and liabilities, excluding effects of extraordinary item: Receivables (5,477) (2,176) 615 Inventories (1,105) (1,143) (577) Prepaid expenses 174 (857) (342) Accounts payable 7,368 (1,625) 336 Accrued expenses (2,536) (2,105) (714) Contribution to employees' benefit plans 12 (146) (132) Other liabilities 318 125 (1,639) Postretirement benefit obligation 30 123 (40) Other 203 - 0 --------- ------- -------- Net cash provided by operating activities 28,002 25,109 24,161 --------- ------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property, plant, and equipment (9,802) (10,887) (10,530) Other noncurrent assets acquired - (3,050) (496) --------- ------- -------- Net cash used by investing activities (9,802) (13,937) (11,026) --------- ------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings under line of credit - 4,000 12,604 Payments on long-term debt (7,500) (12,000) (16,500) Proceeds from issuance of long-term debt, net 113,844 - - Retirements of long-term debt (116,500) - - Purchase of interest rate cap (490) - - Payment of dividends (7,823) (8,400) (9,400) --------- ------- -------- Net cash used by financing activities (18,469) (16,400) (13,296) --------- ------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (269) (5,228) (161) CASH AND CASH EQUIVALENTS, beginning of year 6,133 5,864 636 --------- ------- -------- CASH AND CASH EQUIVALENTS, end of year $ 5,864 $ 636 $ 475 --------- ------- -------- --------- ------- -------- The accompanying notes are an integral part of these consolidated statements. F-26 TEXAS BOTTLING GROUP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED FOR THE YEARS ENDED DECEMBER 31, 1995, 1996, AND 1997 (Amounts in Thousands) SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: 1995 1996 1997 ---- ---- ---- Cash paid during the year for: Interest $22,276 $19,707 $17,739 Income taxes - - 385 The accompanying notes are an integral part of these consolidated statements. F-27 TEXAS BOTTLING GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1997 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Texas Bottling Group, Inc., a Nevada corporation (the "Company"), and its wholly owned subsidiary, Coca-Cola Bottling Company of the Southwest, a Nevada corporation ("San Antonio Coke"). The Company primarily bottles and distributes soft drinks in its franchise territories (food service operations are not material) in central and southern Texas, including the cities of San Antonio and Corpus Christi. All material intercompany balances and transactions have been eliminated in consolidation. CERTAIN RISK FACTORS The Company is highly leveraged and will require substantial amounts of cash to fund scheduled payments of principal and interest on its outstanding debt and future capital expenditures. The Company's ability to service its debt in the future, maintain adequate working capital, and make required or planned capital expenditures will depend on its ability to generate sufficient cash from operations. Management is of the opinion that the Company will generate sufficient cash flow to meet its obligations or that alternative financing will be available. REVENUE RECOGNITION Revenue is recognized from bottling operations when the product is delivered. Vending operations recognize revenue when cash is collected. CASH AND CASH EQUIVALENTS The Company considers investments with original maturities of three months or less to be cash equivalents. INVENTORIES Inventories include the costs of materials and direct labor and manufacturing overhead, when applicable, and are valued at the lower of first-in, first-out cost or market, except for repair parts and supplies, which are valued at cost. Inventories as of December 31, 1996 and 1997, are summarized as follows (in thousands): 1996 1997 ------ ------ Raw materials $3,351 $3,597 Finished goods 4,940 4,852 Repair parts and supplies 1,036 1,455 ------ ------ $9,327 $9,904 ------ ------ ------ ------ F-28 PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment is stated at cost. Expenditures for maintenance and repairs are charged to expense when incurred. The cost of assets retired or sold, and the related amounts of accumulated depreciation are removed from the accounts, and any gain or loss is included in other income. Depreciation is determined using the straight-line method over the estimated useful lives of the assets as follows: Buildings and improvements 3 - 25 years Machinery and equipment 3 - 10 years Vehicles 3 - 10 years Vending equipment 2 - 10 years Furniture and fixtures 2 - 10 years RETURNABLE CAN TRAYS AND SHELLS Returnable can trays and shells are carried in other assets at amortized cost. The cost of can trays and shells in excess of deposit value is amortized on a straight-line basis over three years. FRANCHISE RIGHTS AND GOODWILL Franchise rights and goodwill represent the cost in excess of the fair value of tangible assets acquired. The Company views franchise rights and goodwill as a single intangible asset that is being amortized over a period of 40 years. The Company established separate values for franchise rights and for goodwill. The Company annually evaluates its carrying value and expected period of benefit of franchise rights and goodwill in relation to its expected future undiscounted cash flows. If the carrying value were determined to be in excess of expected future cash flows, franchise rights and goodwill would be reduced to fair market value. Expected future cash flows exceeded those amounts recorded in the consolidated financial statements. INCOME TAXES The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of existing differences between the financial reporting and tax reporting bases of assets and liabilities and operating loss and tax credit carryforwards for tax purposes. Valuation allowances are established, if necessary, to reduce the deferred tax asset to the amount that will more likely than not be realized. RECLASSIFICATIONS Certain prior year amounts have been reclassified to conform with current year presentation. USE OF ESTIMATES Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing the financial statements. F-29 NEW ACCOUNTING PRONOUNCEMENTS The Financial Accounting and Standards Board has issued Statement of Financial Accounting Standard (SFAS) No. 129, "Disclosure of Information About Capital Structure," SFAS No. 130, "Reporting Comprehensive Income," and SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information." These statements become effective during 1998 and are not expected to have a significant effect on the financial position of the Company. 2. DEBT: On March 11, 1998, the Company entered into a new credit agreement (the "1998 Senior Credit Facility") with a group of banks. The 1998 Senior Credit Facility provides the Company a revolving credit facility (the "1998 Revolver") under which the Company may borrow up to $230 million. As required by the 1998 Senior Credit Facility, the proceeds of the 1998 Revolver shall be used to refinance existing indebtedness or as allowed under the new credit agreement. The 1998 Revolver shall bear interest at a rate equal to either LIBOR plus 0.375% to 1.0% or the Alternate Base Rate, as defined. Interest rates and commitment fees on the 1998 Revolver are subject to change, depending on the ratio of total debt to earnings, as defined, at the end of each calendar quarter. Interest payments are payable quarterly or as defined on the 1998 Revolver. The Company must pay a commitment fee of 0.18% to 0.275% of the average daily unused committed amount of the 1998 Revolver. Additionally, the Company paid an underwriting fee equal to 0.5% of the entire amount of the 1998 Senior Credit Facility at closing. This fee was approximately $1.15 million and will be amortized over the life of the 1998 Bank Credit Agreement. Under the 1998 Senior Credit Facility, the group of banks received a first priority perfected security interest in all of the existing and future capital stock of the Coca-Cola Bottling Company of the Southwest and its subsidiaries for the 1998 Revolver. Upon the fourth consecutive fiscal quarterly determination of total debt to earnings, as defined, of not greater than 4.5 to 1, the Company may elect unsecured status. The 1998 Senior Credit Facility is subject to certain restrictive covenants that among other restrictions require maintenance of minimum ratios of debt to earnings, as defined, maintenance of earnings to fixed charges, as defined, and limitations of capital expenditures. The 1998 Bank Credit Agreement permits the payment of dividends and other distributions to shareholders so long as no default exists. In March 1998, the Company used proceeds from the 1998 Senior Credit Facility to repay amounts outstanding, as described below, related to the Variable Term Loan, the Revolver and other debt. Additionally, in March 1998, the Company initiated the repurchase of a portion of its 9% Senior Subordinated Notes. The Company intends to repurchase the remainder of the 9% Senior Subordinated Notes by December 1998. This will result in an after-tax loss that will be recorded as an extraordinary item in the financial results for the year ended December 31, 1998. The extraordinary charge will include all unamortized costs, including unamortized costs related to the 1995 interest rate cap agreement (Note 4), of approximately $1.1 million related to debt repaid during 1998 and any unamortized costs and premium paid on the early extinguishment of the 9% Senior Subordinated Notes. F-30 Long-term debt and related collateral consists of the following as of December 31, 1996 and 1997 (in thousands): December 31, --------------------- 1996 1997 ------ ------ 9% Senior Subordinated Notes - unsecured, due November 15, 2003; interest is payable semiannually on May 15 and November 15 $120,000 $120,000 Variable Term Loan - due in quarterly installments through March 31, 2003 95,500 79,000 Borrowings under revolving credit facility 4,000 8,000 Other - 8,604 -------- -------- Total debt 219,500 215,604 Less- Current maturities 16,500 737 -------- -------- Total long-term debt $203,000 $214,867 -------- -------- -------- -------- Principal payments for maturities of long-term debt, after giving effect to the 1998 Senior Credit Facility, for the next five years are as follows as of December 31, 1997 (in thousands): 1998 $ 737 1999 798 2000 866 2001 937 2002 528 Thereafter 211,738 -------- $215,604 -------- -------- VARIABLE TERM LOAN AND REVOLVER In April 1995, the Company entered into a loan agreement with Texas Commerce Bank National Association as agent for a syndicate of financial institutions. The agreement provided for a $115 million term loan (the "Variable Term Loan") and a $25 million revolving credit facility (the "Revolver"). The Variable Term Loan and Revolver were repaid in March 1998. As of December 31, 1997, $8 million was outstanding on the Revolver. Borrowings under the Variable Term Loan and Revolver (collectively, the "1995 Bank Credit Agreement") were used to replace the Company's 11% senior notes and to repurchase $5 million in principal amount of the Company's 9% Senior Subordinated Notes due 2003. A net extraordinary loss of $72,000 was recognized for the write-off of deferred financing costs and the gain associated with the repurchase of principal. Both the Variable Term Loan and Revolver calculated interest at the Company's option at either Alternate Base Rate (8.5% as of December 31, 1997) or Eurodollar Rate (5.9% as of December 31, 1997) plus 1.00%. A commitment fee of 0.25% was charged on the average daily unused portion of the Revolver. Interest rates on the 1995 Bank Credit Agreement were subject to change, depending on the ratio of total debt to cash flow, as defined, at the end of each calendar quarter. The interest rates was adjusted quarterly for Alternate Base Rate borrowings from a maximum of Alternate Base Rate plus .25% to a minimum of Alternate Base Rate and for Eurodollar borrowings from a maximum of Eurodollar Rate plus 1.50% to a minimum of Eurodollar Rate plus .50%, according to a grid of permitted debt to cash flow ratios. Interest on the 1995 Bank Credit Agreement was due on the last day of each calendar quarter for amounts F-31 borrowed at the Alternate Base Rate or at the end of each applicable interest period for amounts borrowed at the Eurodollar Rate. For interest periods exceeding three months, related interest expense was due on the last day of each calendar quarter. Borrowings under the 1995 Bank Credit Agreement were secured by pledges of the stock of San Antonio Coke. The Company's credit agreements contained several restrictive covenants, the most significant of which: required maintenance of minimum ratio of cash flow to interest expense and fixed charges, as defined; limited the ratio of debt to cash flow, as defined; and restricted the issuance of additional common stock. The 1995 Bank Credit Agreement did permit the payment of dividends and other distributions to shareholders as permitted by the indenture governing the 9% Notes due 2003, so long as no event of default existed. Interest expense was approximately $20,834,000, $18,578,000, and $18,369,000 in 1995, 1996, and 1997. 3. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS: The following methods and assumptions were used to value each class of financial instruments. CASH AND CASH EQUIVALENTS The carrying amount approximates fair value because of the short-term maturity of these instruments. LONG-TERM DEBT Management believes the Revolver is stated at fair value due to the short-term nature of this instrument. The Variable Term Loan is stated at fair value due to its variable interest rate. Management estimates that the fair value of its 9% Notes as of December 31, 1997, was approximately $128 million based on publicly quoted prices. 4. DISCLOSURES ABOUT DERIVATIVE FINANCIAL INSTRUMENTS: In connection with the 1995 Bank Credit Agreement, the Company entered into an interest rate cap agreement with a bank which caps the three-month LIBOR rate at 9% on a notional principal amount of $50 million for four years. The Company has no interest rate exposure under the agreement other than the initial purchase cost of $0.5 million. F-32 5. LEASES: Total lease expense for the years ended December 31, 1995, 1996, and 1997 was approximately $2,028,000, $1,583,000, and $1,485,000, respectively. Certain lease agreements contain renewal clauses at the original rates or purchase options at fair market value. Minimum future lease payments, relating principally to vehicles and data processing equipment, under noncancelable operating leases for the next five years, are (in thousands): 1998 $1,191 1999 1,070 2000 782 2001 603 2002 430 Thereafter 331 ------ Total $4,407 ------ ------ 6. INCOME TAXES: The Company's net deferred tax asset and liability as of December 31, 1996 and 1997, are as follows (in thousands): 1996 1997 ------ ------ Deferred tax assets: Net operating loss carryforwards $55,020 $50,295 Postretirement benefit obligation 2,170 2,141 Deferred employee benefits 1,222 1,342 Other deferred tax assets 1,386 1,579 ------- ------- 59,798 55,357 Deferred tax liabilities: Tax over book depreciation and amortization 49,758 48,927 Other deferred tax liabilities 40 40 ------- ------- 49,798 48,967 ------- ------- Net deferred tax asset $10,000 $ 6,390 ------- ------- ------- ------- The Company had net operating loss carryforwards of approximately $157.2 million and $143.7 million at December 31, 1996 and 1997, respectively. These carryforwards will expire as follows: 2002 $ 10,400 2003 26,700 2004 23,700 2005 19,900 2006 19,900 2007 13,800 2008 20,400 2009 3,500 2010 5,400 -------- $143,700 -------- -------- F-33 The Company's benefit (provision) for income taxes, including the benefit from the extraordinary item, for the periods ended December 31, 1995, 1996, and 1997 is as follows (in thousands): 1995 1996 1997 ------- ------- ------- Current $ (125) $ (171) $ (280) Deferred 12,800 (2,800) (3,610) ------- ------- ------- Total benefit (provision) for income taxes $12,675 $(2,971) $(3,890) ------- ------- ------- ------- ------- ------- Reconciliation between the actual benefit (provision) for income taxes and income taxes computed by applying the federal statutory rate to income before taxes and extraordinary item is as follows (in thousands): 1995 1996 1997 ------- ------- ------- Income tax (provision) computed at the statutory rate $(5,559) $(6,392) $(3,793) Reduction in valuation allowance 18,523 3,652 - Amortization of goodwill (224) (224) (224) Other (65) (7) 127 ------- ------- ------- $12,675 $(2,971) $(3,890) ------- ------- ------- ------- ------- ------- 7. COMMITMENTS, CONTINGENCIES, AND RELATED PARTIES: The Company paid $700,000 annually in 1995, 1996, and 1997 to The Coca-Cola Bottling Group (Southwest), Inc. ("CCB Group"), holder of the Company's Class A common stock, under a management agreement. The agreement is for a period of one year and is renewable automatically. The Company also had sales of approximately $4,468,000, $14,960,000, and $13,428,000 and purchases of approximately $1,657,000, $12,704,000, and $14,857,000 in 1995, 1996, and 1997, respectively with a subsidiary of CCB Group. An officer of the Company serves on the Board of Directors of Western Container Corporation ("Western"), a plastic bottle manufacturing cooperative. The Company had purchases of $14,477,000, $12,675,260, and $11,224,000 from Western in 1995, 1996, and 1997, respectively. The Company has a minimum purchase agreement with Western through 1998. The Company has met its purchase requirements in 1997 and expects to continue to meet these requirements in the future. On September 9, 1996, the Federal Trade Commission ("FTC") issued an order dismissing the complaint filed by the FTC in 1988 against San Antonio Coke, bringing to an end the FTC's efforts to force the divestiture of Dr Pepper licenses for San Antonio Coke for a ten-county area around and including San Antonio, Texas. The Company is self-insured for portions of its casualty insurance, product liability, and certain other business risks up to limits of between $25,000 and $250,000. Management provides for all material open claims plus an estimate for incurred but not reported claims related to these uninsured risks. In conjunction with certain insurance policies, the Company has established irrevocable and unconditional letters of credit, expiring March 22, 1998, August 1, 1998, and February 1, 1999, for $1,515,000, $350,000, and $200,000 in favor of two insurance companies. The letters of credit protect the insurance companies in case of nonperformance by San Antonio Coke. The letters of credit were not used as of December 31, 1997, and management does not expect to use the letters of credit through expiration. F-34 The Company also becomes involved in certain legal proceedings in the normal course of business. Management believes that the outcome of such litigation will not materially affect the Company's consolidated financial position or results of operations. 8. COMPENSATION AND BENEFIT PLANS: 401(k) PLAN Through June 30, 1996, San Antonio Coke had a voluntary 401(k) plan (the "San Antonio 401(k) Plan") available to substantially all full-time employees with over one year of service. Employees could deposit up to 15% of total compensation, tax deferred in the San Antonio 401(k) Plan on an annual basis. Through June 30, 1996, the San Antonio Coke contributions to the San Antonio 401(k) Plan were at the discretion of the Board of Directors and were limited to 50% of the employees' contributions up to 5% of total compensation. Effective June 30, 1996, the San Antonio 401(k) Plan merged with the CCB Group 401(k) plan (the "401(k) Plan"). The 401(k) Plan allows employees to contribute up to 15% of their annual compensation to the plan and provides for the Company to match contributions up to 100% of the employees' contributions up to 4% of total compensation. San Antonio Coke's contributions to the San Antonio 401(k) Plan and the 401(k) Plan in 1995, 1996, and 1997 included in the consolidated statements of income, were approximately $355,000, $588,000, and $841,000, respectively. PENSION PLAN Prior to January 1, 1997, San Antonio Coke had a defined benefit pension plan covering substantially all full-time employees with over one year of service. Effective December 31, 1996, the San Antonio Coke defined benefit plan merged with the CCB Group defined benefit plan. Benefits attributed to service as an employee of San Antonio Coke after December 31, 1996, will be determined by using the benefit formula of the CCB Group plan (which is 38% higher than the formula under the old San Antonio Coke plan), then added to the frozen benefit for 1996 and prior years to calculate the total benefit to be paid to the participant. Only the pension liability and the net periodic pension cost attributable to San Antonio Coke have been presented below. F-35 The following table sets forth the plan's funded status and amounts recognized in the Company's financial statements at December 31, 1996 and 1997 (in thousands): 1996 1997 -------- -------- Accumulated benefit obligation- Vested benefits $(10,690) $(10,950) Nonvested benefits (141) (388) -------- -------- (10,831) (11,338) Effect of projected future compensation levels (1,911) (1,607) -------- -------- Projected benefit obligation (12,742) (12,945) Plan assets at fair value 13,183 14,624 -------- -------- Plan assets in excess of projected benefit obligation 441 1,679 Unrecognized net gain being amortized (2,034) (3,619) Unrecognized prior service cost 325 297 Unrecognized net asset at January 1, 1987, being amortized over 17 years (275) (236) -------- -------- Pension liability $ (1,543) $ (1,879) -------- -------- -------- -------- Net periodic pension cost for 1995, 1996, and 1997 includes the following components (in thousands): 1995 1996 1997 ------- ------- ------- Service cost - benefits earned $ 358 $ 434 $ 631 Interest cost on projected benefit obligation 780 843 819 Actual return on plan assets (1,766) (1,547) (2,072) Net amortization and deferral 963 532 958 ------- ------- ------- Net periodic pension cost $ 335 $ 262 $ 336 ------- ------- ------- ------- ------- ------- The discount rate and rate of increase in future compensation levels used in determining the actuarial present value of the projected benefit obligation was 7.25% and 5% in 1995, 1996 and 1997. The expected long-term rate of return on assets was 8.5% in 1995, 1996, and 1997. The plan assets consist primarily of money market investments, stocks, bonds, and an insurance company's general and growth equity accounts. POSTRETIREMENT BENEFIT OBLIGATION In addition to providing pension benefits, San Antonio Coke sponsors a postretirement healthcare plan that is limited to the following three groups: (1) participants in the plan as of January 1, 1992, (2) employees having 20 years of service as of January 1, 1992, or (3) employees who were at least age 55 with five years of service as of January 1, 1992. Active employees in groups 2 or 3 are only eligible to receive benefits if they retire on or after their normal retirement age. The plan pays stated percentages of most necessary medical expenses incurred after subtracting payments by Medicare where applicable and after a stated deductible has been met. The plan is contributory, and the Company does not fund this plan. F-36 The following table shows the components of the accrued postretirement healthcare cost liability as reflected on the consolidated balance sheet at December 31, 1996 and 1997 (in thousands): 1996 1997 ------ ------ Retirees $3,224 $3,306 Other active participants 1,040 1,067 Other fully eligible participants 144 148 Unrecognized actuarial gain 1,749 1,596 ------ ------ Accrued postretirement healthcare cost liability $6,157 $6,117 ------ ------ ------ ------ Net postretirement benefit cost included the following components in 1995, 1996, and 1997 (in thousands): 1995 1996 1997 ---- ---- ---- Service cost - benefits attributed to service during the period $ 69 $ 58 $ 49 Interest cost on accumulated postretirement benefit obligation 393 343 313 Amortization of unrecognized actuarial gain (44) (82) (153) ---- ---- ----- Total postretirement benefit cost $418 $319 $ 209 ---- ---- ----- ---- ---- ----- The weighted-average discount rate used in determining the accumulated postretirement benefit obligation was 7.25% in 1995, 1996, and 1997. For measurement purposes, a 10% annual rate of increase in the per capita cost of covered healthcare claims was assumed for 1997; the rate was assumed to ratably decrease 1% each year to 5% in 2003 and remain level thereafter. The effect of increasing the assumed healthcare cost trend rates by one percentage point in each year would increase the accumulated postretirement benefit obligation as of December 31, 1997, by $340,000 and the aggregate of the service and interest cost components of net postretirement healthcare cost for the 1997 fiscal year by $32,000. NONSTATUTORY STOCK OPTION/STOCK APPRECIATION RIGHTS PLAN The Company has a Nonstatutory Stock Option/Stock Appreciation Rights Plan (the "Stock Plan"). The Stock Plan allows the Company to grant stock options for Class A common stock to key officers and employees based on fair market value, as defined, at the date of grant. The Company issues a stock appreciation right corresponding to the excess of fair market value, as defined, over the option price for each specific stock option granted. In 1995, 1996, and 1997, no stock options or stock appreciation rights were issued by the Company. As of December 31, 1997, all outstanding stock appreciation rights (covering 11,160 shares) were vested at an option price of $40.90 per share and were exercisable. MANAGEMENT INCENTIVE PLAN Effective January 1, 1997, the Company amended its long-term management incentive agreements (the "old agreements") with certain of its key officers and managers in effect since January 1, 1994. The amendments shortened the length of the old agreements from five years to three years, eliminated cash flow goals for the fourth and fifth years, changed the basis of a lump-sum end payment from a five-year operating cash flow goal to a three-year operating cash flow goal, and provided a schedule for remaining payments under the plan. Expense for the old agreements included in the consolidated statements of income was $650,000 in 1995, $700,000 in 1996, and $700,000 in 1997. Effective January 1, 1997, the Company entered into new long-term management incentive agreements (the "new agreements") with certain of its key officers and managers. Under the new agreements, a lump- F-37 sum payment is made based upon the attainment of a cumulative, three-year operating cash flow goal for the combined operations of Southwest Coke and TBG. No expense for the new agreements is included in the consolidated statements of income for any year presented. OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS The Company does not provide any postretirement or postemployment benefits other than the plans discussed above and, therefore, no additional liability has been recorded. 9. MAJOR CUSTOMER: The Company had one major customer in 1995, 1996, and 1997, which accounted for approximately 28%, 24%, and 21% of net revenues. 10. ALLOWANCE FOR DOUBTFUL ACCOUNTS: As of December 31, 1995, 1996, and 1997 the balance for allowance for doubtful accounts was $515,000, $544,000, and $601,000, respectively. The activity for this account for the three years ended December 31, 1997, was as follows (in thousands): Balance at Write-offs, Balance Beginning Charged to Net of at End Year of Year Expense Recoveries of Year ---- ---------- ---------- ---------- ------- 1995 $425 $240 $(150) $515 1996 515 240 (211) 544 1997 544 301 (244) 601 F-38 INDEX TO EXHIBITS Sequentially Exhibit Numbered Number Description Page ------- ----------- ------------ 3.1 Articles of Incorporation of the Company, as amended.(1) 3.2 Bylaws of the Company.(1) 4.1 Form of Indenture, dated November 15, 1993, between the Company and Chemical Bank, N.A. with respect to the 9% Senior Subordinated Notes Due 2003.(1) 4.2 Form of Specimen Certificate for 9% Senior Subordinated Notes Due 2003 (included as Exhibit A to the Indenture in Exhibit 4.1).(1) 4.3 Specimen Certificate for 11.64% Subordinated Notes, dated as of July 10, 1993.(1) 10.1 First Line Bottlers Contract, dated as of December 26, 1935, between Amarillo Coca-Cola Bottling Company, Inc. and The Coca-Cola Company.(1) 10.2 Franchise Agreement, dated as of September 1, 1956, between Coca-Cola Bottling Company of Lubbock and The Coca-Cola Company.(1) 10.3 Franchise Agreement, dated as of May 22, 1928, between Texas Coca-Cola Bottling Company and The Coca-Cola Company.(1) 10.4 Franchise Agreement, dated as of April 21, 1941, between Pecos Valley Coca-Cola Bottling Company and The Coca-Cola Company.(1) 10.5 Franchise Agreement, dated as of February 1, 1961, between Monahans Coca-Cola Bottling Company and The Coca-Cola Company.(1) 10.6 Franchise Agreement, dated as of March 14, 1934, between Woodward Coca-Cola Bottling Company and The Coca-Cola Company.(1) 10.7 Franchise Agreement, dated as of April 1, 1937, between Alva Coca-Cola Bottling Co., Inc. and The Coca-Cola Company.(1) 10.8 Franchise Agreement, dated as of September 7, 1921, between Wichita Falls Coca-Cola Bottling Company and The Coca-Cola Company.(1) 10.9 Franchise Agreement, dated as of February 6, 1984, between Wichita Coca-Cola Bottling Company and The Coca-Cola Company (Clarendon territory).(1) 10.10 Form of Amendments to Franchise Agreements between each of the subsidiaries of the Company and The Coca-Cola Company.(1) 10.11 Form of Franchise Agreements between Dr. Pepper Company and Southwest Coca-Cola Bottling Company, Inc. (for various territories).(1) 10.12 Employment Agreement, dated as of December 16, 1985, between the Company and Edmund M. Hoffman.(1) # - --------------------- (1) Incorporated by reference to the Company's Registration Statement on Form S-1 (No. 33-69247) filed on November 5, 1993. # Management Contract or Plan. 10.13 Employment Agreement, dated as of December 16, 1985, between the Company and Robert K. Hoffman.(1) # 10.14 Amendment No. 1, dated as of September 9, 1993, to the Employment Agreement dated as of December 16, 1985, between the Company and Robert K. Hoffman.(1) # 10.15 Executive Security Plan for the Company.(1) # 10.16 The Company's Non-Statutory Stock Option/Stock Appreciation Rights Plan.(1) # 10.17 Stockholder Agreement, dated as of March 31, 1987, among Texas Bottling Group, Inc., the Company, The Prudential Insurance Company of America and Pruco Life Insurance Company.(1) 10.18 Tax Sharing Agreement, dated as of February 4, 1985, as amended on March 7, 1986, among Parent, The Company, and Amarillo Coca-Cola Bottling Company, Inc., Shoshone Coca-Cola Bottling Company, Automatic Merchandiser, Inc. of Nevada and Market Communication Counselors, Inc.(1) 10.19 Tax Sharing Agreement, dated as of October 23, 1993, but effective as of January 1, 1993, by and among CCBG Corporation, Southwest Coca-Cola Bottling Company, Inc., Wichita Coca-Cola Bottling Company, Alva Coca-Cola Bottling Company, Inc., Woodward Coca-Cola Bottling Company, Market Communication Counselors, Inc. and the Company.(1) 10.20 Renewed and Extended Management Agreement with Texas Bottling Group, Inc., dated as of December 1, 1991, between the Company and Texas Bottling Group, Inc.(1) 10.21 Loan Agreement, dated as of March 31, 1987, between the Company and Edmund M. and Adelyn Jean Hoffman Trust.(1) 10.22 Promissory Note, dated as of March 31, 1987, between the Company and Edmund M. and Adelyn Jean Hoffman Trust.(1) 10.23 Amendment to Loan Agreement, dated as of September 1, 1993, between the Company and Edmund M. and Adelyn Jean Hoffman Trust.(1) 10.24 Equipment Lease, dated as of July 1, 1993, between the Company and Citicorp Dealer Finance.(1) 10.25 Vehicle Lease and Service Agreement, dated as of February 10, 1993, between Southwest Coca-Cola Bottling Company, Inc. and C&W Leasing Corporation.(1) 10.26 Amendment to Bottle Contracts, dated as of December 14, 1987, by and between Southwest Coca-Cola Bottling Company, Inc. and The Coca-Cola Company.(1) 10.27 Amendment to Renewed and Extended Management Agreement with Texas Bottling Group, Inc., dated as of April 14, 1994, between the Company and Texas Bottling Group, Inc.(2) 10.28 Management Incentive Plan of the Company, adopted June 22, 1994, effective January 1, 1994.(3) # - ---------------- (2) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1994. 10.29 Management Incentive Agreement, executed June 23, 1994 and effective January 1, 1994, between the Company and Charles F. Stephenson.(3)# 10.30 Management Incentive Agreement, executed May 9, 1994 and effective January 1, 1994, between Southwest Coke and Ronnie Hill.(3) # 10.31 Management Incentive Agreement, executed July 20, 1994 and effective January 1, 1994, between the Company and E.T. Summers, III.(3) # 10.32 Employment Agreement, executed August 10, 1994 and effective January 1, 1994, between the Company and Stephanie L. Ertel.(4)# 10.33 Management Incentive Plan for managers of ACFS, effective January 1, 1995.(5)# 10.34 Relocation Agreement, effective June 15, 1995, between the Company and Charles F. Stephenson.(5) # 10.35 Loan Agreement ($120,000,000 Term Loan Facility and $30,000,000 Revolving Loan Facility) (the "1995 Company Loan Agreement"), dated as of April 4, 1995, among the Company, Texas Commerce Bank National Association ("TCB"), as Agent and a Lender, First Bank National Association ("First Bank"), as Agent and a Lender, and certain other financial institutions who are parties to the 1995 Company Loan Agreement.(6) 10.36 Interest Rate Agreement, dated as of April 4, 1995, by and among the Company, certain financial institutions a party thereto, First Bank, as Collateral Agent, and TCB, as Agent.(6) 10.37 Notice of Entire Agreement, dated as of April 4, 1995, executed by the Company, Parent, Southwest Coke, Alva Coca-Cola Bottling Co., Inc., Woodward Coca-Cola Bottling Company, Market Communications Counselors, Inc. and TCB, as Agent.(6) 10.38 Security Agreement, dated as of April 4, 1995, by and among the Company, First Bank, as Collateral Agent, TCB, as Agent, and the financial institutions who are parties to the 1995 Company Loan Agreement.(6) 10.39 Security Agreement, dated as of April 4, 1995, by and among Southwest Coke, First Bank, as Collateral Agent, TCB, as Agent, and the financial institutions who are parties to the 1995 Company Loan Agreement.(6) 10.40 Security Agreement, dated as of April 4, 1995, by and among Parent, First Bank, as Collateral Agent, TCB, as Agent, and the financial institutions who are parties to the 1995 Company Loan Agreement.(6) 10.41 Form of Term Note issued by the Company pursuant to the 1995 Company Loan Agreement.(6) - ----------------- (3) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1994. (4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1994. (5) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1995. (6) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1995. 10.42 Form of Revolving Note issued by the Company pursuant to the 1995 Company Loan Agreement.(6) 10.43 Contribution Agreement, dated as of April 4, 1995, executed by Parent, the Company, Southwest Coke, Alva Coca-Cola Bottling Co., Inc., Woodward Coca-Cola Bottling Company, Market Communications Counselors, Inc. and The Dani Group, Inc.(6) 10.44 Loan Agreement ($115,000,000 Term Loan Facility and $25,000,000 Revolving Loan Facility) (the "1995 TBG Loan Agreement"), dated as of April 4, 1995, among TBG, TCB, as Agent and a Lender, First Bank, as Agent and a Lender, and the other financial institutions who are parties to the 1995 TBG Loan Agreement.(6) 10.45 Interest Rate Agreement, dated as of April 4, 1995, by and among TBG, certain financial institutions a party thereto, First Bank, as Collateral Agent, and TCB, as Agent.(6) 10.46 Notice of Entire Agreement, dated as of April 4, 1995, executed by TBG, San Antonio Coke and TCB, as Agent.(6) 10.47 Security Agreement, dated as of April 4, 1995, by and among TBG, First Bank, as Collateral Agent, TCB, as Agent, and the financial institutions who are parties to the 1995 TBG Loan Agreement.(6) 10.48 Form of Term Note issued by TBG pursuant to the 1995 TBG Loan Agreement.(6) 10.49 Form of Revolving Note issued by TBG pursuant to the 1995 TBG Loan Agreement.(6) 10.50 Contribution Agreement, dated as of April 4, 1995, executed by the Company and San Antonio Coke.(6) 10.51 Consent letter dated May 1, 1996 providing for adjustments to the Loan Agreement dated April 4, 1995, executed by and among The Coca-Cola Bottling Group (Southwest), Inc., Texas Commerce Bank National Association, as Agent, First Bank National Association, as Collateral Agent, and certain other financial institutions therein listed.(7) 10.52 The Coca-Cola Bottling Group (Southwest), Inc. Management Incentive Plan approved by the Board of Directors of the Registrant June 4, 1997 effective January 1, 1997.(8)# 10.53 Amendment Agreement dated June 1, 1997 related to the Management Incentive Agreement effective January 1, 1994, by and between the Registrant and Charles F. Stephenson.(8) # 10.54 Management Incentive Agreement executed June 5, 1997, effective January 1, 1997, by and between The Coca-Cola Bottling Group (Southwest), Inc. and Charles F. Stephenson. 8 # 10.55 Southwest Coca-Cola Bottling Company, Inc. Amendment to Management Incentive Plan adopted by the Board of Directors of Southwest Coca-Cola Bottling Company, Inc. effective June 1, 1997. 8 # - ----------------- (7) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996. (8) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. 10.56 Amendment Agreement dated June 1, 1997 related to the Management Incentive Agreement effective January 1, 1994, entered by and among Southwest Coca-Cola Bottling Company, Inc. and all managers who were participants in the 1994 Management Incentive Plan. 8 # 10.57 Amendment Agreement dated June 1, 1997 related to the Management Incentive Agreement effective January 1, 1994, by and between Coca-Cola Bottling Company of the Southwest and E.T. Summers, III. 8 # 10.58 Amendment Agreement dated June 1, 1997 related to the Management Incentive Agreement effective January 1, 1994 by and between the Registrant and E. T. Summers, III. 8 # 10.59 Management Incentive Agreement executed June 30, 1997, effective January 1, 1997, entered by and among the Registrant, Texas Bottling Group, Inc., Coca-Cola Bottling Company of the Southwest and E. T. Summers, III. 8 # 10.60 Credit Agreement ($50,000,000 Term Loan Facility and $220,000,000 Revolving Loan Facility) (the "Company Credit Agreement") dated March 11, 1998 among the Company and NationsBank, National Association ("NationsBank"), as Agent and as Lender, and the lenders party thereto. 10.61 Form of Term Note issued by the Company pursuant to the Company Credit Agreement. 10.62 Form of Revolving Note issued by the Company pursuant to the Company Credit Agreement. 10.63 Swing Line Note issued by the Company pursuant to the Company Credit Agreement. 10.64 Guaranty Agreement, dated March 11, 1998, among Parent, Dani, Southwest Coke, Woodward Coca-Cola Bottling Company, Alva Coca Cola Bottling Co., Inc. and Market Communication Common Counselors, Inc. in favor of NationsBank, as Agent. 10.65 LC Account Agreement, dated March 11, 1998, between the Company and NationsBank, as Agent. 10.66 Stock Pledge Agreement, dated March 11, 1998, among Parent, the Company, Southwest Coke, and NationsBank, as Agent. 10.67 Credit Agreement ($230,000,000 Revolving Credit Facility) (the "TBG Credit Agreement"), dated March 11, 1998, among TBG, NationsBank, as Agent and as Lender, and the lenders party thereto. 10.68 Form of Revolving Note issued by TBG pursuant to the TBG Credit Agreement. 10.69 Swing Line Note issued by TBG pursuant to the TBG Credit Agreement. 10.70 Guaranty Agreement, dated March 11, 1998, by Coca-Cola Bottling Company of the Southwest in favor of NationsBank, as Agent, pursuant to the TBG Credit Agreement. 10.71 LC Account Agreement, dated March 11, 1998, between TBG and NationsBank, as Agent, pursuant to the TBG Credit Agreement. 10.72 Stock Pledge Agreement, dated March 11, 1998, between TBG and NationsBank, as Agent, pursuant to the TBG Credit Agreement. 10.73 The Coca-Cola Bottling Group (Southwest), Inc. Management Incentive Agreement by and between the Company and Charles F. Stephenson, effective January 1, 1998.# 10.74 The Coca-Cola Bottling Group (Southwest), Inc. Management Incentive Agreement by and between the Company and E. T. Summers, III, effective January 1, 1998.# 21.1 Subsidiaries of the Company.(9) 27 Financial Data Schedule. - ------------ (9) Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1996.