Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

 

 

COCA-COLA CONSOLIDATED, INC.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

191098102

(CUSIP Number)

 

 

J. Frank Harrison, III

c/o Coca-Cola Consolidated, Inc.

4100 Coca-Cola Plaza

Charlotte, North Carolina 28211

(704) 557-4400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to:

E. Beauregarde Fisher III, Esq.

c/o Coca-Cola Consolidated, Inc.

4100 Coca-Cola Plaza

Charlotte, North Carolina 28211

(704) 557-4400

 

 

March 17, 2022

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-l(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

13D/A

 

CUSIP No. 191098102		Page 2 of 12 Pages

 

1		Name of Reporting Person     J. Frank Harrison, III
2		Check the Appropriate Box if a Member of a Group						(a)  ☒ (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)						☐
6		Citizenship or Place of Organization     United States

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     1,004,394
				8		Shared Voting Power     0
				9		Sole Dispositive Power     1,004,394
				10		Shared Dispositive Power     0

11		Aggregate Amount Beneficially Owned by Each Reporting Person     1,004,394
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)						☐
13		Percent of Class Represented by Amount in Row (11)     10.7% (1)
14		Type of Reporting Person (See Instructions)     IN

 

(1)

The Common Stock of Coca-Cola Consolidated, Inc. is entitled to one vote per share and the Class B Common Stock of Coca-Cola Consolidated, Inc. is entitled to 20 votes per share. The shares reported in row (11) represent 70.6% of the total voting power of the outstanding shares of Common Stock and Class B Common Stock.

13D/A

 

CUSIP No. 191098102		Page 3 of 12 Pages

 

1		Name of Reporting Person     JFH III Harrison Family LLC
2		Check the Appropriate Box if a Member of a Group						(a)  ☒ (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)						☐
6		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     0
				8		Shared Voting Power     535,178
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     535,178

11		Aggregate Amount Beneficially Owned by Each Reporting Person     535,178
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)						☐
13		Percent of Class Represented by Amount in Row (11)     5.7% (2)
14		Type of Reporting Person (See Instructions)     OO, HC

 

(2)

The Common Stock of Coca-Cola Consolidated, Inc. is entitled to one vote per share and the Class B Common Stock of Coca-Cola Consolidated, Inc. is entitled to 20 votes per share. The shares reported in row (11) represent 37.6% of the total voting power of the outstanding shares of Common Stock and Class B Common Stock.

13D/A

 

CUSIP No. 191098102		Page 4 of 12 Pages

 

1		Name of Reporting Person     JFH Family Limited PartnershipFH1
2		Check the Appropriate Box if a Member of a Group						(a)  ☒ (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)						☐
6		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     0
				8		Shared Voting Power     535,178
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     535,178

11		Aggregate Amount Beneficially Owned by Each Reporting Person     535,178
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)						☐
13		Percent of Class Represented by Amount in Row (11)     5.7% (3)
14		Type of Reporting Person (See Instructions)     PN

 

(3)

The Common Stock of Coca-Cola Consolidated, Inc. is entitled to one vote per share and the Class B Common Stock of Coca-Cola Consolidated, Inc. is entitled to 20 votes per share. The shares reported in row (11) represent 37.6% of the total voting power of the outstanding shares of Common Stock and Class B Common Stock.

13D/A

 

CUSIP No. 191098102		Page 5 of 12 Pages

 

1		Name of Reporting Person     JFH3 Holdings LLC
2		Check the Appropriate Box if a Member of a Group						(a)  ☒ (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)						☐
6		Citizenship or Place of Organization     North Carolina

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     0
				8		Shared Voting Power     390,620
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     390,620

11		Aggregate Amount Beneficially Owned by Each Reporting Person     390,620
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)						☐
13		Percent of Class Represented by Amount in Row (11)     4.2% (4)
14		Type of Reporting Person (See Instructions)     OO

 

(4)

The Common Stock of Coca-Cola Consolidated, Inc. is entitled to one vote per share and the Class B Common Stock of Coca-Cola Consolidated, Inc. is entitled to 20 votes per share. The shares reported in row (11) represent 27.4% of the total voting power of the outstanding shares of Common Stock and Class B Common Stock.

EXPLANATORY NOTE: This Amendment No. 14 amends and supplements the Schedule 13D originally filed jointly by J. Frank Harrison, III, J. Frank Harrison, Jr. and Reid M. Henson with the United States Securities and Exchange Commission on February 6, 1989, as amended by Amendment Nos. 1 through 13 thereto (as amended, this Schedule 13D). This Amendment No. 14 is being filed to reflect the conversion on March 17, 2022 of an aggregate of 1,227,546 shares of Class B Common Stock, par value $1.00 per share (Class B Common Stock), of Coca-Cola Consolidated, Inc., a Delaware corporation (Consolidated), on a one share for one share basis into shares of Common Stock, par value $1.00 per share (Common Stock), of Consolidated, and, concurrently with such conversion, the modification of certain trusts established for the benefit of certain relatives of the late J. Frank Harrison, Jr. and the separation of the J. Frank Harrison Family, LLC into three separate limited liability companies. As a result of such conversion, modification and separation, J. Frank Harrison, III has no voting or dispositive authority with respect to the shares that were converted, except that the holders of such shares granted Mr. Harrison, III an irrevocable proxy to represent and to vote such shares on all matters on which Consolidateds stockholders are entitled to vote at Consolidateds 2022 Annual Meeting of Stockholders to be held on Tuesday, May 10, 2022 and any adjournment or postponement thereof.

 

Item 1.

Security and Issuer.

This Schedule 13D relates to the Common Stock of Consolidated. Consolidateds principal executive offices are located at 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211.

 

Item 2.

Identity and Background.

Item 2 of the Schedule 13D is amended and restated in its entirety as follows:

This Schedule 13D is being filed on behalf of: J. Frank Harrison, III; the JFH III Harrison Family LLC; the JFH Family Limited PartnershipFH1; and the JFH3 Holdings LLC (collectively, the Reporting Persons).

The JFH III Harrison Family LLC is the general partner of the JFH Family Limited PartnershipFH1. J. Frank Harrison, III is (i) the Consolidated Stock Manager and the Chief Manager under the operating agreement for the JFH III Harrison Family LLC and (ii) the sole Manager under the operating agreement for the JFH3 Holdings LLC.

 

A.	J. Frank Harrison, III

 

(a)	J. Frank Harrison, III

 

(b)	Mr. Harrison, IIIs principal business address is 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211.

 

(c)

Mr. Harrison, IIIs present principal occupation is Chairman of the Board of Directors and Chief Executive Officer of Consolidated, 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211. Consolidated distributes, markets and manufactures nonalcoholic beverages in territories spanning 14 states and the District of Columbia.

 

(d)	During the last five years, Mr. Harrison, III has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)

During the last five years, Mr. Harrison, III has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Page 6 of 12 Pages

(f)	Mr. Harrison, III is a citizen of the United States.

 

B.	JFH III Harrison Family LLC

The JFH III Harrison Family LLC (the Harrison Family LLC) is a Delaware limited liability company that serves as the general partner of the JFH Family Limited PartnershipFH1. The address of the Harrison Family LLCs principal office is c/o Coca-Cola Consolidated, Inc., 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211. During the last five years, the Harrison Family LLC has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Harrison Family LLC has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

C.	JFH Family Limited PartnershipFH1

The JFH Family Limited PartnershipFH1 (the FH1 Partnership) is a Delaware limited partnership. The general partner of the FH1 Partnership is the Harrison Family LLC. The address of the FH1 Partnerships principal office is c/o Coca-Cola Consolidated, Inc., 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211. During the last five years, the FH1 Partnership has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the FH1 Partnership has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

D.	JFH3 Holdings LLC

The JFH3 Holdings LLC (the Holdings LLC) is a North Carolina limited liability company engaged in the management of investment assets. The address of the Holdings LLCs principal office is c/o Coca-Cola Consolidated, Inc., 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211. During the last five years, the Holdings LLC has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Holdings LLC has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.

Source and Amount of Funds or Other Consideration.

Not applicable.

 

Item 4.

Purpose of Transaction.

The Reporting Persons have acquired their shares of Common Stock for investment purposes and, in the case of J. Frank Harrison, III, in connection with compensation arrangements.

The Reporting Persons may acquire or dispose of shares of Common Stock in the future depending upon market conditions, personal objectives and other facts and conditions.

 

Page 7 of 12 Pages

Except as otherwise described herein, the Reporting Persons do not presently have any plans or proposals which relate to or would result in:

 

the acquisition by any person of additional securities of Consolidated, or the disposition of securities of Consolidated;

 

an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Consolidated or any of its subsidiaries;

 

a sale or transfer of a material amount of assets of Consolidated or any of its subsidiaries;

 

any change in the present Board of Directors or management of Consolidated, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;

 

any material change in the present capitalization or dividend policy of Consolidated;

 

any other material change in Consolidateds business or corporate structure;

 

changes in Consolidateds charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Consolidated by any person;

 

causing a class of securities of Consolidated to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

a class of equity securities of Consolidated becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

 

any action similar to any of those enumerated above.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

(a) & (b) Amount and Nature of Beneficial Ownership Reported.

The Reporting Persons collectively have beneficial ownership of an aggregate of 1,004,394 shares, or 10.7%, of Consolidated Common Stock, assuming all Class B Common Stock (which is convertible into Common Stock on a share-for-share basis) beneficially owned by the Reporting Persons was converted to Common Stock. The Common Stock has one vote per share on all matters submitted for a vote of Consolidateds stockholders and the Class B Common Stock has 20 votes per share on such matters. Accordingly, the beneficial ownership reported herein for the Reporting Persons represents in the aggregate approximately 70.6% of the total voting power of the outstanding shares of Consolidated Common Stock and Class B Common Stock. Percentage amounts are calculated based upon 8,368,993 shares of Common Stock and 1,004,696 shares of Class B Common Stock outstanding on March 17, 2022. The shares of Common Stock beneficially owned by the Reporting Persons are held as follows:

 

(i)	535,178 shares of Class B Common Stock are held by the FH1 Partnership, as to which J. Frank Harrison, III possesses sole voting and dispositive power pursuant to the terms of the operating agreement for the Harrison Family LLC (which is the general partner of the FH1 Partnership);

 

Page 8 of 12 Pages

(ii)	78,596 shares of Class B Common Stock are held by a trust established for the benefit of certain relatives of the late J. Frank Harrison, Jr., as to which Mr. Harrison, III possesses sole voting and dispositive power; and

 

(iii)

390,620 shares of Class B Common Stock are held by the Holdings LLC, as to which Mr. Harrison, III possesses sole voting and dispositive power pursuant to the terms of the operating agreement for the Holdings LLC.

(c) Recent Transactions.

None.

(d) Certain Rights to Receive Dividends or Direct Sale Proceeds.

A trust established for the benefit of certain relatives of the late J. Frank Harrison, Jr. has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 78,596 shares of Class B Common Stock described in clause (ii) of Item 5(a) & (b) above.

(e) Ownership of Five Percent or Less of Class.

Not Applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Amended and Restated Stock Rights and Restrictions Agreement

On February 19, 2009, Consolidated entered into an amended and restated stock rights and restrictions agreement (the Amended and Restated Stock Rights and Restrictions Agreement) with The Coca-Cola Company, Carolina Coca-Cola Bottling Investments, Inc. and J. Frank Harrison, III. In connection with entering into the Amended and Restated Stock Rights and Restrictions Agreement, The Coca-Cola Company converted all of its 497,670 shares of Consolidated Class B Common Stock into an equivalent number of shares of Consolidated Common Stock. The material terms of the Amended and Restated Stock Rights and Restrictions Agreement include the following:

 

so long as no person or group controls more of Consolidateds voting power than is collectively controlled by J. Frank Harrison, III, the trustees under the will of the late J. Frank Harrison, Jr. and any trust that holds shares of Consolidated stock for the benefit of the descendants of the late J. Frank Harrison, Jr. (collectively, the Harrison Family), The Coca-Cola Company may not purchase or acquire additional shares of Consolidated stock without Consolidateds consent;

 

so long as no person or group controls more of Consolidateds voting power than is collectively controlled by the Harrison Family, Consolidated has a right of first refusal with respect to any proposed disposition by The Coca-Cola Company of shares of Consolidated stock other than transfers to a wholly owned subsidiary of The Coca-Cola Company;

 

Page 9 of 12 Pages

The Coca-Cola Company has certain registration rights with respect to shares of Consolidated stock owned by it; and

 

as long as The Coca-Cola Company holds the number of shares of Consolidated stock that it currently owns, it has the right to have its designee proposed by Consolidated for nomination to its Board of Directors, and Mr. Harrison, III and the trustees of certain trusts established for the benefit of members of the Harrison Family have agreed to vote the shares of Consolidated stock that they control in favor of such designee.

The Amended and Restated Stock Rights and Restrictions Agreement also provides The Coca-Cola Company the option to exchange its 497,670 shares of Consolidated Common Stock for an equivalent number of shares of Consolidated Class B Common Stock in the event any person or group acquires control of more of Consolidateds voting power than is collectively controlled by the Harrison Family.

Termination of Irrevocable Proxy and Voting Agreement

On February 19, 2009, in connection with entering into the Amended and Restated Stock Rights and Restrictions Agreement, The Coca-Cola Company, J. Frank Harrison, III and the other parties thereto entered into a termination of irrevocable proxy and voting agreement, pursuant to which the parties terminated the irrevocable proxy granted to Mr. Harrison, III by The Coca-Cola Company and the voting agreement, dated January 27, 1989, between The Coca-Cola Company, J. Frank Harrison, Jr., J. Frank Harrison, III and Reid M. Henson, as co-trustee of the three trusts established for the benefit of certain members of the Harrison Family.

Other Arrangements with Respect to the Voting and Dispositive Power or the Sale or Acquisition of Consolidated Stock

As the general partner of the FH1 Partnership, the Harrison Family LLC holds voting and dispositive power with respect to all of the shares of Consolidated stock held by the FH1 Partnership. Pursuant to the terms of the operating agreement for the Harrison Family LLC, J. Frank Harrison, III, as the Consolidated Stock Manager, has sole voting and dispositive power over all of the shares of Consolidated stock with respect to which the Harrison Family LLC exercises voting or dispositive power (either directly or in its capacity as the general partner of the FH1 Partnership).

The terms of the trust described in clause (ii) of Item 5(a) & (b) above provide that any shares of Consolidated stock held by the trust will be voted by Mr. Harrison, III, that no shares of Consolidated stock held by the trust may be sold without the written consent of Mr. Harrison, III and that any shares of Consolidated stock held by the trust will be sold upon the instructions of Mr. Harrison, III.

The trust described in clause (ii) of Item 5(a) & (b) above has the right to acquire 292,386 shares of Class B Common Stock from Consolidated in exchange for an equivalent number of shares of Common Stock. In the event of such an exchange, Mr. Harrison, III would have sole voting and dispositive power over the shares of Class B Common Stock acquired. The trust does not own any shares of Common Stock with which to make the exchange, and any purchase of Common Stock would require approval by the trustees of the trust.

Simplification Plan and Agreement

On March 17, 2022, J. Frank Harrison, III, individually and as trustee of two trusts established for the benefit of certain relatives of the late J. Frank Harrison, Jr., the other trustees of such trusts and the beneficiaries of such trusts entered into a simplification plan and agreement, pursuant to which (i) the parties agreed to modify the governing documents of each of the trusts and to separate the J. Frank Harrison Family, LLC into three separate

 

Page 10 of 12 Pages

limited liabilities companies and (ii) Sue Anne H. Wells agreed to resign as a director of Consolidated. As a result of such modification and separation, Mr. Harrison, III has no voting or dispositive authority with respect to any shares of Consolidated stock owned, directly or indirectly, by such trusts, except for the voting authority granted by the proxy described below in the description of the Stockholder Conversion Agreement (as defined below).

Stockholder Conversion Agreement

On March 17, 2022, Consolidated entered into a stockholder conversion agreement (the Stockholder Conversion Agreement) with the JFH Family Limited PartnershipSW1, the Anne Lupton Carter Trust f/b/o Sue Anne H. Wells, the JFH Family Limited PartnershipDH1 and the Anne Lupton Carter Trust f/b/o Deborah S. Harrison (collectively, the Converting Stockholders), pursuant to which Consolidated and the Converting Stockholders agreed upon the process for converting an aggregate of 1,227,546 shares of Class B Common Stock owned by the Converting Stockholders on a one share for one share basis into shares of Common Stock, effective as of March 17, 2022 (the Converted Shares). In the Stockholder Conversion Agreement, (i) Consolidated agreed to cause the Converted Shares to be registered for resale pursuant to Consolidateds existing automatic shelf registration statement, (ii) the Converting Stockholders agreed to certain restrictions on their resale of the Converted Shares, including a trade volume limitation that prohibits the sale of more than 175,000 of the Converted Shares in the aggregate during any three-consecutive month period, and (iii) the Converting Stockholders granted to J. Frank Harrison, III an irrevocable proxy to represent and to vote the Converted Shares on all matters on which Consolidateds stockholders are entitled to vote at Consolidateds 2022 Annual Meeting of Stockholders to be held on Tuesday, May 10, 2022 and any adjournment or postponement thereof.

 

Item 7.

Material to Be Filed as Exhibits.

 

Exhibit No.		Description		Incorporated by Reference or Filed/Furnished Herewith
99.1		Amended and Restated Stock Rights and Restrictions Agreement, dated February 19, 2009, by and among Consolidated, The Coca-Cola Company, Carolina Coca-Cola Bottling Investments, Inc. and J. Frank Harrison, III.		Exhibit 10.1 to Consolidateds Current Report on Form 8-K filed on February 19, 2009 (File No. 0-9286).
99.2		Termination of Irrevocable Proxy and Voting Agreement, dated February 19, 2009, by and among The Coca-Cola Company, Carolina Coca-Cola Bottling Investments, Inc., J. Frank Harrison, III and Reid M. Henson, as trustee.		Exhibit 10.2 to Consolidateds Current Report on Form 8-K filed on February 19, 2009 (File No. 0-9286).
99.3		Certificate Evidencing Right to Exchange Common Stock for Class B Common Stock of Consolidated.		Exhibit 99.3 to Amendment No. 11 to Schedule 13D filed on March 19, 2010.

 

Page 11 of 12 Pages

Exhibit No.		Description		Incorporated by Reference or Filed/Furnished Herewith
99.4		Simplification Plan and Agreement, dated as of March 17, 2022, by and among J. Frank Harrison, III, together with his children and his wife; Sue Anne Wells, together with her child; Deborah H. Everhart; Dorothy B. Jones; and John W. Murrey, III.		Filed herewith.
99.5		Stockholder Conversion Agreement, dated as of March 17, 2022, by and among Consolidated, the JFH Family Limited PartnershipSW1, the Anne Lupton Carter Trust f/b/o Sue Anne H. Wells, the JFH Family Limited PartnershipDH1 and the Anne Lupton Carter Trust f/b/o Deborah S. Harrison.		Exhibit 10.2 to Consolidateds Current Report on Form 8-K filed on March 23, 2022 (File No. 0-9286).
99.6		Joint Filing Agreement.		Filed herewith.

 

Page 12 of 12 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of March 23, 2022.