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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950168-01-000629.txt : 20010330
<SEC-HEADER>0000950168-01-000629.hdr.sgml : 20010330
ACCESSION NUMBER:		0000950168-01-000629
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		10
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010329

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COCA COLA BOTTLING CO CONSOLIDATED /DE/
		CENTRAL INDEX KEY:			0000317540
		STANDARD INDUSTRIAL CLASSIFICATION:	BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086]
		IRS NUMBER:				560950585
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0103

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		
		SEC FILE NUMBER:	000-09286
		FILM NUMBER:		1584426

	BUSINESS ADDRESS:	
		STREET 1:		4100 COCA COLA PLZ
		CITY:			CHARLOTTE
		STATE:			NC
		ZIP:			28211
		BUSINESS PHONE:		7045514400

	MAIL ADDRESS:	
		STREET 1:		4100 COCA COLA PLZ
		CITY:			CHARLOTTE
		STATE:			NC
		ZIP:			28211
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
<TEXT>

================================================================================
- --------------------------------------------------------------------------------
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                   For the fiscal year ended December 31, 2000

                          Commission file number 0-9286

                      Coca-Cola Bottling Co. Consolidated
            (Exact name of Registrant as specified in its charter)


          Delaware                            56-0950585
- ----------------------------------   ------------------------------------
  (State or other jurisdiction of  (I.R.S. Employer Identification Number)
   incorporation or organization)

                              4100 Coca-Cola Plaza,
                        Charlotte, North Carolina 28211
                        -------------------------------
              (Address of principal executive offices) (Zip Code)

                                (704) 551- 4400
                                ---------------
             (Registrant's telephone number, including area code)


Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:

                          Common Stock, $l.00 par value
                          -----------------------------
                                (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 the 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
                            ---
     State the aggregate market value of voting stock held by non-affiliates of
the Registrant.

                                              Market Value as of March 9, 2001
                                             ---------------------------------
   Common Stock, $l.00 par value                        $172,159,021
   Class B Common Stock, $l.00 par value                     *

     *No market exists for the shares of Class B Common Stock, which is neither
registered under Section 12 of the Act nor subject to Section 15(d) of the Act.
The Class B Common Stock is convertible into Common Stock on a share-for-share
basis at the option of the holder.

     Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.

                   Class                    Outstanding as of March 9, 2001
- ------------------------------------------ --------------------------------
   Common Stock, $1.00 Par Value                      6,392,277
   Class B Common Stock, $1.00 Par Value              2,361,052

                       Documents Incorporated by Reference
                       -----------------------------------

Portions of Proxy Statement to be filed pursuant to Section 14 of the Exchange
   Act with respect to the 2001 Annual Meeting of Stockholders .................
   Part III, Items 10-13

- --------------------------------------------------------------------------------
================================================================================
<PAGE>

                                     PART I

Item 1 -- Business

     Introduction and Recent Developments

     Coca-Cola Bottling Co. Consolidated, a Delaware corporation (the
"Company"), is engaged in the production, marketing and distribution of
carbonated and noncarbonated beverages, primarily products of The Coca-Cola
Company, Atlanta, Georgia ("The Coca-Cola Company"). The Company was
incorporated in 1980 and its predecessors have been in the soft drink
manufacturing and distribution business since 1902.

     The Company has grown significantly since 1984. In 1984, net sales were
approximately $130 million. In 2000, net sales were approximately $995 million.
The Company's bottling territory was concentrated in North Carolina prior to
1984. A series of acquisitions since 1984 have significantly expanded the
Company's bottling territory. The more significant transactions since 1993 were
as follows:

     o  July 2, 1993 -- Formation of Piedmont Coca-Cola Bottling Partnership
        ("Piedmont"). Piedmont is a joint venture owned equally by the Company
        and The Coca-Cola Company through their respective subsidiaries.
        Piedmont distributes and markets soft drink products, primarily in parts
        of North Carolina and South Carolina. The Company sold and contributed
        certain territories to Piedmont upon formation. The Company currently
        provides part of the finished product requirements for Piedmont and
        receives a fee for managing the operations of Piedmont pursuant to a
        management agreement.

     o  June 1, 1994 -- The Company executed a management agreement with South
        Atlantic Canners, Inc. ("SAC"), a manufacturing cooperative located in
        Bishopville, South Carolina. The Company is a member of the cooperative
        and receives a fee for managing the day-to-day operations of SAC
        pursuant to a 10-year management agreement. SAC significantly expanded
        its operations by adding two PET bottling lines in 1994. These bottling
        lines supply a portion of the Company's and Piedmont's volume
        requirements for finished product in PET containers.

     o  May 28, 1999 -- Acquisition of all the outstanding capital stock of
        Carolina Coca-Cola Bottling Company, Inc. which included bottling
        territory covering central South Carolina.

     o  September 29, 2000 -- Sale of bottling territory in Kentucky and Ohio.

     These transactions, along with several smaller acquisitions of additional
bottling territories, have resulted in the Company becoming the second largest
Coca-Cola bottler in the United States. The Company considers acquisition
opportunities for additional territories on an ongoing basis. To achieve its
goals, further purchases and sales of bottling rights and entities possessing
such rights and other related transactions designed to facilitate such purchases
and sales may occur.

     The Coca-Cola Company currently owns an economic interest of approximately
28.4% and a voting interest of approximately 22.3% in the Company. J. Frank
Harrison, Jr., J. Frank Harrison, III and Reid M. Henson (as trustee of certain
trusts), J. Frank Harrison Family LLC and the Harrison Family Limited
Partnerships are parties to a Voting Agreement and Irrevocable Proxy with The
Coca-Cola Company pursuant to which, among other things, Mr. Harrison, III has
been granted an Irrevocable Proxy for life concerning the shares of Common Stock
and Class B Common Stock owned by The Coca-Cola Company.


     General

     In its soft drink operations, the Company holds Bottle Contracts and Allied
Bottle Contracts under which it produces and markets, in certain regions,
carbonated soft drink products of The Coca-Cola Company, including Coca-Cola
classic, caffeine free Coca-Cola classic, diet Coke, caffeine free diet Coke,
Cherry Coke, diet Cherry Coke, TAB, Sprite, diet Sprite, Surge, Citra, Mello
Yello, diet Mello Yello, Mr. PiBB, Barq's Root Beer, diet Barq's Root Beer,
Fresca, Minute Maid orange and diet Minute Maid orange sodas.

     The Company also distributes and markets under Marketing and Distribution
Agreements POWERaDE, Cool from Nestea, Fruitopia and Minute Maid Juices To Go in
certain of its markets. In April 1999, the Company began producing and
distributing Dasani bottled water, another product from The Coca-Cola Company.
The Company produces and markets Dr Pepper in most of its regions. Various other
products, including Seagrams' products and Sundrop, are produced and marketed in
one or more of the Company's regions under agreements with the companies that
manufacture the concentrate for those beverages. In addition, the Company also
produces soft drinks for other Coca-Cola bottlers.

                                        1
<PAGE>

     The Company's principal soft drink is Coca-Cola classic. During the last
three fiscal years, sales of products under the Coca-Cola trademark have
accounted for more than half of the Company's soft drink sales. In total, the
products of The Coca-Cola Company accounted for approximately 90% of the
Company's soft drink sales during 2000.


     Beverage Agreements

     The Company holds contracts with The Coca-Cola Company which entitle the
Company to produce and market The Coca-Cola Company's soft drinks in bottles,
cans and five gallon, pressurized, pre-mix containers. The Company is one of
many companies holding such contracts. The Coca-Cola Company is the sole owner
of the secret formulas pursuant to which the primary components (either
concentrates or syrups) of Coca-Cola trademark beverages and other trademark
beverages are manufactured. The concentrates, when mixed with water and
sweetener, produce syrup which, when mixed with carbonated water, produces the
soft drink known as "Coca-Cola classic" and other soft drinks of The Coca-Cola
Company which are manufactured and marketed by the Company. The Company also
purchases natural sweeteners from The Coca-Cola Company. No royalty or other
compensation is paid under the contracts with The Coca-Cola Company for the
Company's right to use in its territories the tradenames and trademarks, such as
"Coca-Cola classic" and their associated patents, copyrights, designs and
labels, all of which are owned by The Coca-Cola Company. The Company has similar
arrangements with Dr Pepper Company and other beverage companies.

     Bottle Contracts. The Company is party to standard bottle contracts with
The Coca-Cola Company for each of its bottling territories (the "Bottle
Contracts") which provide that the Company will purchase its entire requirement
of concentrates and syrups for Coca-Cola classic, caffeine free Coca-Cola
classic, diet Coke, caffeine free diet Coke, Cherry Coke and diet Cherry Coke
(together, the "Coca-Cola Trademark Beverages") from The Coca-Cola Company. The
Company has the exclusive right to distribute Coca-Cola Trademark Beverages for
sale in its territories in authorized containers of the nature currently used by
the Company, which include cans and refillable and non-refillable bottles. The
Coca-Cola Company may determine from time to time what containers of this type
to authorize for use by the Company.

     The price The Coca-Cola Company charges for syrup or concentrate under the
Bottle Contracts is set by The Coca-Cola Company from time to time. Except as
provided in the Supplementary Agreement described below, there are no
limitations on prices for concentrate or syrup. Consequently, the prices at
which the Company purchases concentrates and syrup under the Bottle Contracts
may vary materially from the prices it has paid during the periods covered by
the financial information included in this report.

     Under the Bottle Contracts, the Company is obligated to maintain such
plant, equipment, staff and distribution facilities as are required for the
manufacture, packaging and distribution of the Coca-Cola Trademark Beverages in
authorized containers, and in sufficient quantities to satisfy fully the demand
for these beverages in its territories; to undertake adequate quality control
measures and maintain sanitation standards prescribed by The Coca-Cola Company;
to develop, stimulate and satisfy fully the demand for Coca-Cola Trademark
Beverages and to use all approved means, and to spend such funds on advertising
and other forms of marketing, as may be reasonably required to meet that
objective; and to maintain such sound financial capacity as may be reasonably
necessary to assure performance by the Company and its affiliates of their
obligations to The Coca-Cola Company.

     The Bottle Contracts require the Company to submit to The Coca-Cola Company
each year its plans for marketing, management and advertising with respect to
the Coca-Cola Trademark Beverages for the ensuing year. Such plans must
demonstrate that the Company has the financial capacity to perform its duties
and obligations to The Coca-Cola Company under the Bottle Contracts. The Company
must obtain The Coca-Cola Company's approval of those plans, which approval may
not be unreasonably withheld, and if the Company carries out its plans in all
material respects, it will have satisfied its contractual obligations. Failure
to carry out such plans in all material respects would constitute an event of
default that, if not cured within 120 days of notice of such failure, would give
The Coca-Cola Company the right to terminate the Bottle Contracts. If the
Company at any time fails to carry out a plan in all material respects with
respect to any geographic segment (as defined by The Coca-Cola Company) of its
territory, and if that failure is not cured within six months of notice of such
failure, The Coca-Cola Company may reduce the territory covered by the
applicable Bottle Contract by eliminating the portion of the territory with
respect to which the failure has occurred.

     The Coca-Cola Company has no obligation under the Bottle Contracts to
participate with the Company in expenditures for advertising and marketing. As
it has in the past, The Coca-Cola Company may contribute to such expenditures
and undertake independent advertising and marketing activities, as well as
cooperative advertising and sales promotion programs

                                        2
<PAGE>

which require mutual cooperation and financial support of the Company. The
future levels of marketing support and promotional funds provided by The
Coca-Cola Company may vary materially from the levels provided during the
periods covered by the financial information included in this report.

     The Coca-Cola Company has the right to reformulate any of the Coca-Cola
Trademark Beverages and to discontinue any of the Coca-Cola Trademark Beverages,
subject to certain limitations, so long as all Coca-Cola Trademark Beverages are
not discontinued. The Coca-Cola Company may also introduce new beverages under
the trademarks "Coca-Cola" or "Coke" or any modification thereof, and in that
event the Company would be obligated to manufacture, package, distribute and
sell the new beverages with the same duties as exist under the Bottle Contracts
with respect to Coca-Cola Trademark Beverages.

     If the Company acquires the right to manufacture and sell Coca-Cola
Trademark Beverages in any additional territory, the Company has agreed that
such new territory will be covered by a standard contract in the same form as
the Bottle Contracts and that any existing agreement with respect to the
acquired territory automatically shall be amended to conform to the terms of the
Bottle Contracts. In addition, if the Company acquires control, directly or
indirectly, of any bottler of Coca-Cola Trademark Beverages, or any party
controlling a bottler of Coca-Cola Trademark Beverages, the Company must cause
the acquired bottler to amend its franchises for the Coca-Cola Trademark
Beverages to conform to the terms of the Bottle Contracts.

     The Bottle Contracts are perpetual, subject to termination by The Coca-Cola
Company in the event of default by the Company. Events of default by the Company
include (1) the Company's insolvency, bankruptcy, dissolution, receivership or
similar conditions; (2) the Company's disposition of any interest in the
securities of any bottling subsidiary without the consent of The Coca-Cola
Company; (3) termination of any agreement regarding the manufacture, packaging,
distribution or sale of Coca-Cola Trademark Beverages between The Coca-Cola
Company and any person that controls the Company; (4) any material breach of any
obligation occurring under the Bottle Contracts (including, without limitation,
failure to make timely payment for any syrup or concentrate or of any other debt
owing to The Coca-Cola Company, failure to meet sanitary or quality control
standards, failure to comply strictly with manufacturing standards and
instructions, failure to carry out an approved plan as described above, and
failure to cure a violation of the terms regarding imitation products), that
remains uncured for 120 days after notice by The Coca-Cola Company; (5)
producing, manufacturing, selling or dealing in any "Cola Product," as defined,
or any concentrate or syrup which might be confused with those of The Coca-Cola
Company; (6) selling any product under any trade dress, trademark or tradename
or in any container that is an imitation of a trade dress or container in which
The Coca-Cola Company claims a proprietary interest; or (7) owning any equity
interest in or controlling any entity which performs any of the activities
described in (5) or (6) above. In addition, upon termination of the Bottle
Contracts for any reason, The Coca-Cola Company, at its discretion, may also
terminate any other agreements with the Company regarding the manufacture,
packaging, distribution, sale or promotion of soft drinks, including the Allied
Bottle Contracts described elsewhere herein.

     The Company is prohibited from assigning, transferring or pledging its
Bottle Contracts, or any interest therein, whether voluntarily or by operation
of law, without the prior consent of The Coca-Cola Company. Moreover, the
Company may not enter into any contract or other arrangement to manage or
participate in the management of any other Coca-Cola bottler without the prior
consent of The Coca-Cola Company.

     The Coca-Cola Company may automatically amend the Bottle Contracts if 80%
of the domestic bottlers who are parties to agreements with The Coca-Cola
Company containing substantially the same terms as the Bottle Contracts, which
bottlers purchased for their own account 80% of the syrup and equivalent gallons
of concentrate for Coca-Cola Trademark Beverages purchased for the account of
all such bottlers, agree that their bottle contracts shall be likewise amended.

     Supplementary Agreement. The Company and The Coca-Cola Company are also
parties to a Supplementary Agreement (the "Supplementary Agreement") that
modifies some of the provisions of the Bottle Contracts. The Supplementary
Agreement provides that The Coca-Cola Company will exercise good faith and fair
dealing in its relationship with the Company under the Bottle Contracts; offer
marketing support and exercise its rights under the Bottle Contracts in a manner
consistent with its dealings with comparable bottlers; offer to the Company any
written amendment to the Bottle Contracts (except amendments dealing with
transfer of ownership) which it offers to any other bottler in the United
States; and, subject to certain limited exceptions, sell syrups and concentrates
to the Company at prices no greater than those charged to other bottlers which
are parties to contracts substantially similar to the Bottle Contracts. The
Supplementary Agreement permits transfers of the Company's capital stock that
would otherwise be limited by the Bottle Contracts.

     Allied Bottle Contracts. Other contracts with The Coca-Cola Company (the
"Allied Bottle Contracts") grant similar exclusive rights to the Company with
respect to the distribution of Sprite, Mr. PiBB, Surge, Citra, Mello Yello,
diet Mello

                                        3
<PAGE>

Yello, Fanta, TAB, diet Sprite, sugar free Mr. PiBB, Fresca, POWERaDE, Minute
Maid orange and diet Minute Maid orange sodas (the "Allied Beverages") for sale
in authorized containers in its territories. These contracts contain provisions
that are similar to those of the Bottle Contracts with respect to pricing,
authorized containers, planning, quality control, trademark and transfer
restrictions and related matters. Each Allied Bottle Contract has a term of 10
years and is renewable by the Company for an additional 10 years at the end of
each 10 year period, but is subject to termination in the event of (1) the
Company's insolvency, bankruptcy, dissolution, receivership or similar
condition; (2) termination of the Company's Bottle Contract covering the same
territory by either party for any reason; and (3) any material breach of any
obligation of the Company under the Allied Bottle Contract that remains uncured
for 120 days after notice by The Coca-Cola Company.

     The Coca-Cola Company purchased all rights of Barq's, Inc. under its
Bottler's Agreements with the Company. These contracts cover both Barq's Root
Beer and diet Barq's Root Beer and remain in effect unless terminated by The
Coca-Cola Company for breach by the Company of their terms, insolvency of the
Company or the failure of the Company to manufacture, bottle and sell the
products for 15 consecutive days or to purchase extract for a period of 120
consecutive days.

     Post-mix Rights. The Company also has the non-exclusive right to sell
Coca-Cola classic and other fountain syrups ("post-mix syrup") of The Coca-Cola
Company.

     Other Bottling Agreements. The bottling agreements from most other soft
drink franchisers are similar to those described above in that they are
renewable at the option of the Company and the franchisers. The price the
franchisers may charge for syrup or concentrate is set by the franchisers from
time to time. They also contain similar restrictions on the use of trademarks,
approved bottles, cans and labels and sale of imitations or substitutes as well
as termination for cause provisions. Sales of beverages by the Company under
these agreements represented approximately 10% of the Company's sales for fiscal
year 2000.

     The territories covered by the Allied Bottle Contracts and by bottling
agreements for products of franchisers other than The Coca-Cola Company in most
cases correspond with the territories covered by the Bottle Contracts. The
variations do not have a material effect on the Company's business.


     Markets and Production and Distribution Facilities

     As of March 1, 2001, the Company held bottling rights from The Coca-Cola
Company covering the majority of central, northern and western North Carolina,
and portions of Alabama, Mississippi, Tennessee, Kentucky, Virginia, West
Virginia, Pennsylvania, South Carolina, Georgia and Florida. The total
population within the Company's bottling territory is approximately 13.6
million.

     As of March 1, 2001, the Company operated in six principal geographical
regions. Certain information regarding each of these markets follows:

     1. North Carolina/South Carolina. This region includes the majority of
central and western North Carolina, including Raleigh, Greensboro,
Winston-Salem, High Point, Hickory, Asheville, Fayetteville and Charlotte and
the surrounding areas and a portion of central South Carolina, including Sumter.
The region has an estimated population of 6.2 million. Production/ distribution
facilities are located in Charlotte and 17 other distribution facilities are
located in the region.

     2. South Alabama. This region includes a portion of southwestern Alabama,
including Mobile and surrounding areas, and a portion of southeastern
Mississippi. The region has an estimated population of 1.1 million. A
production/distribution facility is located in Mobile and five other
distribution facilities are located in the region.

     3. South Georgia. This region includes a small portion of eastern Alabama,
a portion of southwestern Georgia including Columbus, Georgia and surrounding
areas, and a portion of the Florida Panhandle. This region has an estimated
population of 1.0 million. A distribution facility is located in Columbus,
Georgia and four other distribution facilities are located in the region.

     4. Middle Tennessee. This region includes a portion of central Tennessee,
including Nashville and surrounding areas, a small portion of southern Kentucky
and a small portion of northwest Alabama. The region has an estimated population
of 2.0 million. A production/distribution facility is located in Nashville and
seven other distribution facilities are located in the region.

     5. Western Virginia. This region includes most of southwestern Virginia,
including Roanoke and surrounding areas, a portion of the southern piedmont of
Virginia, a portion of northeastern Tennessee and a portion of southeastern West
Virginia. The region has an estimated population of 1.5 million. A
production/distribution facility is located in Roanoke and eight other
distribution facilities are located in the region.

                                        4
<PAGE>

     6. West Virginia. This region includes most of the state of West Virginia
and a portion of southwestern Pennsylvania. The region has an estimated
population of 1.8 million. There are nine distribution facilities located in
the region.

     The Company owns 100% of the operations in each of the regions previously
listed.

     In July 1993, the Company sold the majority of the South Carolina bottling
territory that it then owned to Piedmont. Pursuant to a management agreement,
the Company produces a portion of the soft drink products for Piedmont. The
Company currently owns a 50% interest in Piedmont. Piedmont's bottling territory
covers parts of eastern North Carolina and most of South Carolina (other than
portions of central South Carolina). This region has an estimated population of
4.3 million.

     On June 1, 1994, the Company executed a management agreement with SAC, a
manufacturing cooperative located in Bishopville, South Carolina. The Company is
a member of the cooperative and receives a fee for managing the day-to-day
operations of SAC pursuant to a 10-year management agreement. Management fees
from SAC were $1.0 million, $1.3 million and $1.2 million in 2000, 1999 and
1998, respectively. SAC significantly expanded its operations by adding two PET
bottling lines in 1994. The bottling lines supply a portion of the Company's and
Piedmont's volume requirements for finished products in PET containers. In 1994,
the Company executed member purchase agreements with SAC that require minimum
annual purchases of canned product, 20 ounce PET product, 2 liter PET product
and 3 liter PET product by the Company of approximately $40 million.

     In addition to producing bottled and canned soft drinks for the Company's
bottling territories, each production facility also produces some products for
sale by other Coca-Cola bottlers. With the exception of the Company's production
of soft drink products for Piedmont, this contract production is currently not a
material portion of the Company's total production volume.


     Raw Materials

     In addition to concentrates obtained by the Company from The Coca-Cola
Company and other concentrate companies for use in its soft drink manufacturing,
the Company also purchases sweeteners, carbon dioxide, plastic bottles, cans,
closures, pre-mix containers and other packaging materials as well as equipment
for the production, distribution and marketing of soft drinks. Except for
sweetener, cans, carbon dioxide and plastic bottles, the Company purchases its
raw materials from multiple suppliers.

     The Company has a supply agreement with its aluminum can supplier which
requires the Company to purchase substantially all of its aluminum can
requirements. This agreement, which extends through the end of 2003, also
reduces the variability of the cost of cans.

     The Company purchases substantially all of its plastic bottles (20 ounce,
half liter, 1 liter, 2 liter and 3 liter sizes) from manufacturing plants which
are owned and operated by two cooperatives of Coca-Cola bottlers, including the
Company.

     None of the materials or supplies used by the Company is in short supply,
although the supply of specific materials could be adversely affected by
strikes, weather conditions, governmental controls or national emergency
conditions.


     Marketing

     The Company's soft drink products are sold and distributed directly by its
employees to retail stores and other outlets, including food markets,
institutional accounts and vending machine outlets. During 2000, approximately
76% of the Company's physical case volume was in the take-home channel through
supermarkets, convenience stores, drug stores and other retail outlets. The
remaining volume was in the cold drink channel, primarily through dispensing
machines, owned either by the Company, retail outlets or third party vending
companies.

     New product introductions, packaging changes and sales promotions have been
the major competitive techniques in the soft drink industry in recent years and
have required and are expected to continue to require substantial expenditures.
Product introductions in the last three years include Citra and Dasani. New
product introductions have resulted in increased operating costs for the Company
due to special marketing efforts, obsolescence of replaced items and, in some
cases, higher raw materials costs.

     After new package introductions in recent years, the Company sells its soft
drink products primarily in non-refillable bottles and cans, in varying
proportions from market to market. There may be as many as thirteen different
packages for Coca-Cola classic within a single geographical area. Physical unit
sales of soft drinks during fiscal year 2000 were approximately 52% cans, 46%
non-refillable bottles and 2% pre-mix.

                                        5
<PAGE>

     Advertising in various media, primarily television and radio, is relied
upon extensively in the marketing of the Company's soft drinks. The Coca-Cola
Company and Dr Pepper Company ("Beverage Companies") each have joined the
Company in making substantial expenditures in cooperative advertising in the
Company's marketing areas. The Company has benefited from national advertising
programs conducted by The Coca-Cola Company and Dr Pepper Company, respectively.
In addition, the Company expends substantial funds on its own behalf for
extensive local sales promotions of the Company's soft drink products.
Historically, these expenses have been partially offset by marketing funds which
the Beverage Companies provide to the Company in support of a variety of
marketing programs, such as point-of-sale displays and merchandising programs.
However, the Beverage Companies are under no obligation to provide the Company
with marketing funding in the future.

     The substantial outlays which the Company makes for advertising are
generally regarded as necessary to maintain or increase sales volume, and any
significant curtailment of the marketing funding provided by The Coca-Cola
Company for advertising or marketing programs which benefit the Company could
have a material effect on the business and financial results of the Company.


     Seasonality

     Sales are somewhat seasonal, with the highest sales volume occurring in
May, June, July and August. The Company has adequate production capacity to meet
sales demands during these peak periods.


     Competition

     The soft drink industry is highly competitive. The Company's competitors
include several large soft drink manufacturers engaged in the distribution of
nationally advertised products, as well as similar companies which market
lesser-known soft drinks in limited geographical areas and manufacturers of
private brand soft drinks. In each region in which the Company operates, between
75% and 90% of carbonated soft drink sales in bottles, cans and pre-mix
containers are accounted for by the Company and its principal competition, which
in each region includes the local bottler of Pepsi-Cola and, in some regions,
also includes the local bottler of Royal Crown products. The Company's products
also compete with, among others, noncarbonated beverages and citrus and
noncitrus fruit drinks.

     The principal methods of competition in the soft drink industry are
point-of-sale merchandising, new product introductions, packaging changes, price
promotions, product quality, frequency of distribution and advertising.


     Government Regulation

     The production and marketing of beverages are subject to the rules and
regulations of the United States Food and Drug Administration ("FDA") and other
federal, state and local health agencies. The FDA also regulates the labeling of
containers.

     From time to time, legislation has been proposed in Congress and by certain
state and local governments which would prohibit the sale of soft drink products
in non-refillable bottles and cans or require a mandatory deposit as a means of
encouraging the return of such containers in an attempt to reduce solid waste
and litter. The Company is currently not impacted by this type of proposed
legislation.

     Soft drink and similar-type taxes have been in place in South Carolina,
West Virginia and Tennessee for several years. North Carolina's soft drink tax
was reduced beginning in 1996 and eliminated in July 1999. The South Carolina
soft drink tax has been repealed and is being phased out ratably over a six-year
period beginning July 1, 1996.


     Environmental Remediation

     The Company does not currently have any material capital expenditure
commitments for environmental remediation for any of its properties.


     Employees

     As of March 1, 2001, the Company had approximately 5,500 full-time
employees, of whom approximately 410 were union members. The total number of
employees is approximately 6,300.

     Less than 10% of the Company's labor force is currently covered by
collective bargaining agreements. Three collective bargaining contracts covering
approximately 1% of the Company's employees expire during 2001.

                                        6
<PAGE>

     In March 2000, at the end of a collective bargaining agreement in
Huntington, West Virginia, the Company and Teamsters Local Union 505 were unable
to reach agreement on wages and benefits. The union elected to strike and other
Teamster-represented sales centers in West Virginia joined in a sympathy strike.
As of August 7, 2000, the Company and the respective local unions settled all
outstanding issues.


Item 2 -- Properties

     The principal properties of the Company include its corporate headquarters,
its four production/distribution facilities and its 51 distribution centers. The
Company owns two production/distribution facilities and 45 distribution centers,
and leases its corporate headquarters, two other production/distribution
facilities and six distribution centers.

     The Company leases its 110,000 square foot corporate headquarters and a
65,000 square foot adjacent office building from an affiliate for a ten-year
term expiring January 2009. Total rent expense for these facilities was $3.6
million in 2000.

     The Company leases its 542,000 square foot Snyder Production Center and an
adjacent 105,000 square foot distribution center in Charlotte, North Carolina
from an affiliate for a ten-year term expiring in December 2010. Rent expense
under this lease and a predecessor lease (which covered the Snyder Production
Center only) totaled $2.9 million in 2000.

     The Company also leases its 297,500 square foot production/distribution
facility in Nashville, Tennessee. The lease requires monthly payments through
2009. Rent expense under this lease totaled $.4 million in 2000.

     The Company's other real estate leases are not material.

     The Company owns and operates a 316,000 square foot
production/distribution facility in Roanoke, Virginia and a 271,000 square foot
production/distribution facility in Mobile, Alabama.

     The current percentage utilization of the Company's production centers as
of March 1, 2001 is approximately as indicated below:


                              Production Facilities
                              ---------------------

<TABLE>
<CAPTION>
Location                            Percentage Utilization*
- ---------------------------------- ------------------------
<S>                                <C>
  Charlotte, North Carolina ......           77%
  Mobile, Alabama ................           56%
  Nashville, Tennessee ...........           60%
  Roanoke, Virginia ..............           71%
</TABLE>

*Estimated 2001 production divided by capacity (based on operations of 6 days
 per week and 16 hours per day).

     The Company currently has sufficient production capacity to meet its
operational requirements. In addition to the production facilities noted above,
the Company also has access to production capacity from SAC, a manufacturing
cooperative located in Bishopville, South Carolina.

     The Company's products are transported to distribution centers for storage
pending sale. The number of distribution facilities by market area as of March
1, 2001 is as follows:


                             Distribution Facilities
                             -----------------------

<TABLE>
<CAPTION>
Region                            Number
- -------------------------------- -------
<S>                              <C>
  North Carolina/South Carolina    18
  South Alabama ................    6
  South Georgia ................    5
  Middle Tennessee .............    8
  Western Virginia .............    9
  West Virginia ................    9
</TABLE>

     The Company's distribution facilities are all in good condition and are
adequate for the Company's operations as presently conducted.

     The Company also operates approximately 2,900 vehicles in the sale and
distribution of its soft drink products, of which approximately 1,350 are route
delivery trucks. In addition, the Company owns or leases approximately 176,000
soft drink dispensing and vending machines for the sale of its soft drink
products in its bottling territories.

                                        7
<PAGE>

Item 3 -- Legal Proceedings

     On August 3, 1999, North American Container, Inc. ("NAC") filed a Complaint
For Patent Infringement and Jury Demand (the "Complaint") against the Company
and a number of other defendants in the United States District Court for the
Northern District of Texas, Dallas Division, alleging that certain unspecified
blow-molded plastic containers used, made, sold, offered for sale and/or used by
the Company and other defendants infringe certain patents owned by the
plaintiff. NAC seeks an unspecified amount of compensatory damages for prior
infringement, seeks to have those damages trebled, seeks pre-judgment and
post-judgment interest, seeks attorneys fees and seeks an injunction prohibiting
future infringement and ordering the destruction of all infringing containers
and machinery used in connection with the manufacture of the infringing
products. The original Complaint names forty-two other defendants, including
Plastipak Packaging, Inc., Constar International, Inc., Constar Plastics, Inc.,
Continental PET Technologies, Inc., Southeastern Container, Inc., Western
Container, Inc., The Quaker Oats Company and others. Additional defendants have
been added by amendment. The Complaint covers many channels of trade relevant to
the PET bottle industry, including licensors, manufacturers, bottlers, bottled
product manufacturers and retail sellers of end product. The Company has
obtained partial indemnification from its suppliers for all damages it may incur
in connection with this proceeding. The Company has filed an answer to the
Complaint, as amended, and has denied the material allegations of NAC and seeks
recovery of attorney fees by having the case declared exceptional. The Company
has also filed a counterclaim seeking a declaration of invalidity and
non-infringement. A claims construction hearing was held in December 2000. The
Court-appointed Special Master has advised the Company to expect a ruling in
April 2001.


Item 4 -- Submission of Matters to a Vote of Security Holders

     There were no matters submitted to a vote of security holders during the
fourth quarter of the fiscal year ended December 31, 2000.


                      EXECUTIVE OFFICERS OF THE REGISTRANT

     Pursuant to General Instruction G(3) of Form 10-K, the following list is
included as a separate item in Part I of this Report.

     The following is a list of names and ages of all the executive officers of
the Registrant as of March 1, 2001, indicating all positions and offices with
the Registrant held by each such person. All officers have served in their
present capacities for the past five years except as otherwise stated.

     J. FRANK HARRISON, III, age 46, is Chairman of the Board of Directors and
Chief Executive Officer of the Company. Mr. Harrison was appointed Chairman of
the Board of Directors in December 1996. Mr. Harrison served in the capacity of
Vice Chairman from November 1987 through December 1996 and was appointed as the
Company's Chief Executive Officer in May 1994. He was first employed by the
Company in 1977, and has served as a Division Sales Manager and as a Vice
President of the Company. Mr. Harrison, III is a Director of Wachovia Bank &
Trust Co., N.A., Southern Region Board. He is Vice Chairman of the Executive
Committee and Vice Chairman of the Finance Committee.

     JAMES L. MOORE, JR., age 58, is Vice Chairman of the Board of Directors of
the Company, a position he was appointed to in January 2001. Prior to that
time, Mr. Moore had served as President and Chief Operating Officer of the
Company. Mr. Moore is a Director of Park Meridian Financial Corp. He has served
as a Director of the Company since March 1987. Mr. Moore is Chairman of the
Retirement Benefits Committee and a member of the Executive Committee.

     WILLIAM B. ELMORE, age 45, is President and Chief Operating Officer and a
Director of the Company, positions he has held since January 2001. Previously,
he was Vice President, Value Chain since July 1999 and Vice President, Business
Systems from August 1998 to June 1999. He was Vice President, Treasurer from
June 1996 to July 1998. He was Vice President, Regional Manager for the Virginia
Division, West Virginia Division and Tennessee Division from August 1991 to May
1996. Mr. Elmore is a member of the Executive Committee and the Retirement
Benefits Committee.

     ROBERT D. PETTUS, JR., age 56, is Executive Vice President and Assistant
to the Chairman, a position to which he was appointed in January 1997. Mr.
Pettus was previously Vice President, Human Resources, a position he held since
September 1984.

     DAVID V. SINGER, age 45, is Executive Vice President and Chief Financial
Officer, a position to which he was appointed in January 2001. He was previously
Vice President and Chief Financial Officer, a position he had held since October
1987.

                                        8
<PAGE>

     M. CRAIG AKINS, age 50, is Vice President, Field Sales, a position he has
held since December 1999. Prior to that, he was Regional Vice President, Sales,
a position he had held since June 1996. He was previously Vice President, Cold
Drink Market, a position he was appointed to in October 1993.

     CLIFFORD M. DEAL, III, age 39, is Vice President and Treasurer, a position
he has held since June 1999. Previously, he was Director of Compensation and
Benefits from October 1997 to May 1999. He was Corporate Benefits Manager from
December 1995 to September 1997. From November 1993 to November 1995 he was
Manager of Tax Accounting.

     NORMAN C. GEORGE, age 45, is Vice President, Marketing and National Sales,
a position he was appointed to in December 1999. Prior to that he was Vice
President, Corporate Sales, a position he had held since August 1998.
Previously, he was Vice President, Sales for the Carolinas South Region, a
position he held beginning in November 1991.

     RONALD J. HAMMOND, age 45, is Vice President, Value Chain, a position he
was appointed to in January 2001. Prior to that he was Vice President,
Manufacturing, a position he had held since September 1999. Before joining the
Company, he was Vice President, Operations, Asia Pacific at Pepsi-Cola
International, a division of Pepsico, where he was an employee since 1981.

     KEVIN A. HENRY, age 33, is Vice President, Human Resources, a position he
has held since February 2001. Prior to joining the Company he was Senior Vice
President, Human Resources at Nationwide Credit Inc., where he was an employee
since January 1997. Prior to that he was Director, Human Resources, at Office
Depot Inc. since December 1994.

     UMESH M. KASBEKAR, age 43, is Vice President, Planning and Administration,
a position he has held since January 1995.

     C. RAY MAYHALL, JR., age 53, is Vice President, Distribution and Technical
Services, a position he was appointed to in December 1999. Prior to that he was
Regional Vice President, Sales, a position he had held since November 1992.

     LAUREN C. STEELE, age 46, is Vice President, Corporate Affairs, a position
he has held since May 1989. He is responsible for governmental, media and
community relations for the Company.

     STEVEN D. WESTPHAL, age 46, is Vice President and Controller of the
Company, a position he has held since November 1987.

     JOLANTA T. ZWIREK, age 45, is Vice President and Chief Information Officer,
a position she has held since June 1999. Prior to joining the Company, she was
Vice President and Chief Technology Officer for Bank One during a portion of
1999. Prior to that, she was a Senior Director in the Information Services
organization at McDonald's Corporation, where she was an employee since 1984.

                                        9
<PAGE>

                                     PART II

Item 5 -- Market for Registrant's Common Equity and Related Stockholder Matters


     The Company has two classes of common stock outstanding, Common Stock and
Class B Common Stock. The Common Stock is traded on the Nasdaq National Market
tier of the Nasdaq Stock Market(R) under the symbol COKE. The table below sets
forth for the periods indicated the high and low reported sales prices per share
of Common Stock. There is no established public trading market for the Class B
Common Stock. Shares of Class B Common Stock are convertible on a
share-for-share basis into shares of Common Stock.


<TABLE>
<CAPTION>
                                           Fiscal Year
                         -----------------------------------------------
                                  2000                    1999
                         ----------------------- -----------------------
                             High        Low         High        Low
                         ----------- ----------- ----------- -----------
<S>                      <C>         <C>         <C>         <C>
First quarter ..........  $  53.00    $  46.50    $  59.50    $  54.50
Second quarter .........     52.75       41.38       57.63       52.88
Third quarter ..........     47.75       36.50       60.00       55.75
Fourth quarter .........     45.00       32.05       56.94       45.00
</TABLE>

     The quarterly dividend rate of $.25 per share on both Common Stock and
Class B Common Stock shares was maintained throughout 1999 and 2000.

     Pursuant to the Company's Certificate of Incorporation, no cash dividend or
dividend of property or stock other than stock of the Company may be declared
and paid, per share, on the Class B Common Stock unless a dividend of an amount
greater than or equal to such cash or property or stock has been declared and
paid on the Common Stock. The Company may pay a dividend of stock of the Company
on the Class B Common Stock if an equal number of shares of either Common Stock
or Class B Common Stock (irrespective of the class of stock paid on the Class B
Common Stock) is paid on the Common Stock.

     The amount and frequency of future dividends will be determined by the
Company's Board of Directors in light of the earnings and financial condition of
the Company at such time, and no assurance can be given that dividends will be
declared in the future.

     The number of stockholders of record of the Common Stock and Class B Common
Stock, as of March 9, 2001, was 3,254 and 13, respectively.

     On March 7, 2001, the Compensation Committee certified that 20,000 shares
of restricted Class B Common Stock, $1.00 par value, vested and should be issued
pursuant to an award to J. Frank Harrison, III, for his services as Chairman of
the Board of Directors and Chief Executive Officer of the Company. This award
was approved by the Company's stockholders in 1999. The shares were issued
without registration under the Securities Act of 1933 in reliance on Section
4(2) thereof. Class B Common Stock is convertible into Common Stock on a
share-for-share basis at the option of the holder.


Item 6 -- Selected Financial Data

     The following table sets forth certain selected financial data concerning
the Company for the five years ended December 31, 2000. The data for the five
years ended December 31, 2000 is derived from audited financial statements of
the Company. This information should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" set
forth in Item 7 hereof and is qualified in its entirety by reference to the more
detailed financial statements and notes contained in Item 8 hereof. This
information should also be read in conjunction with the "Introduction and Recent
Developments" section in Item 1 hereof.

                                       10
<PAGE>

                            SELECTED FINANCIAL DATA*

<TABLE>
<CAPTION>
                                                                            Fiscal Year**
                                                   ----------------------------------------------------------------
                                                        2000          1999          1998        1997        1996
                                                   ------------- -------------- ----------- ----------- -----------
In Thousands (Except Per Share Data)
<S>                                                <C>           <C>            <C>         <C>         <C>
Summary of Operations
Net sales ........................................  $  995,134     $  972,551    $928,502    $802,141    $773,763
                                                    ----------     ----------    --------    --------    --------
Cost of sales ....................................     530,241        543,113     534,919     452,893     435,959
Selling, general and administrative expenses .....     323,223        291,907     276,245     239,901     236,527
Depreciation expense .............................      64,751         60,567      37,076      33,783      28,608
Amortization of goodwill and intangibles .........      14,712         13,734      12,972      12,221      12,158
Restructuring expense ............................                      2,232
                                                    ----------     ----------    --------    --------    --------
Total costs and expenses .........................     932,927        911,553     861,212     738,798     713,252
                                                    ----------     ----------    --------    --------    --------
Income from operations ...........................      62,207         60,998      67,290      63,343      60,511
Interest expense .................................      53,346         50,581      39,947      37,479      30,379
Other income (expense), net ......................         974         (5,431)     (4,098)     (1,594)     (4,433)
                                                    ----------     ----------    --------    --------    --------
Income before income taxes .......................       9,835          4,986      23,245      24,270      25,699
Income taxes .....................................       3,541          1,745       8,367       9,004       9,535
                                                    ----------     ----------    --------    --------    --------
Net income .......................................  $    6,294     $    3,241    $ 14,878    $ 15,266    $ 16,164
                                                    ----------     ----------    --------    --------    --------
Basic net income per share .......................  $      .72     $      .38    $   1.78    $   1.82    $   1.74
                                                    ----------     ----------    --------    --------    --------
Diluted net income per share .....................  $      .71     $      .37    $   1.75    $   1.79    $   1.73
                                                    ----------     ----------    --------    --------    --------
Cash dividends per share:
 Common ..........................................  $     1.00     $     1.00    $   1.00    $   1.00    $   1.00
 Class B Common ..................................  $     1.00     $     1.00    $   1.00    $   1.00    $   1.00
Other Information
Weighted average number of common shares
 outstanding .....................................       8,733          8,588       8,365       8,407       9,280
Weighted average number of common shares
 outstanding -- assuming dilution ................       8,822          8,708       8,495       8,509       9,330
Year-End Financial Position
Total assets .....................................  $1,062,097     $1,108,392    $822,702    $775,507    $699,870
                                                    ----------     ----------    --------    --------    --------
Long-term debt ...................................     682,246        723,964     491,234     493,789     439,453
                                                    ----------     ----------    --------    --------    --------
Stockholders' equity .............................      28,412         30,851      14,198       7,685      20,681
                                                    ----------     ----------    --------    --------    --------
</TABLE>

- ---------
*  See Management's Discussion and Analysis in Item 7 hereof for additional
   information.

** All years presented are 52-week years except 1998 which is a 53-week year.
   See Note 3 and Note 15 to the consolidated financial statements for
   additional information about Piedmont Coca-Cola Bottling Partnership.

                                       11
<PAGE>

Item 7 -- Management's Discussion and Analysis of Financial Condition and
          Results of Operations

Introduction

The Company

     Coca-Cola Bottling Co. Consolidated (the "Company") is engaged in the
production, marketing and distribution of products of The Coca-Cola Company,
which include some of the most recognized and popular beverage brands in the
world. The Company is currently the second largest bottler of products of The
Coca-Cola Company in the United States. The Company also distributes several
other beverage brands. The Company's product offerings include carbonated soft
drinks, teas, juices, isotonics and bottled water. The Company has expanded its
bottling territory primarily throughout the Southeast via acquisitions and,
combined with internally generated growth, has increased its sales from $130
million in 1984 to almost $1 billion in 2000. The Company is also a partner with
The Coca-Cola Company in a partnership that operates additional bottling
territory with net sales of $287 million in 2000.


Acquisitions and Divestitures

     During 2000, the Company sold most of its bottling territory in Kentucky
and Ohio to another Coca-Cola bottler. After a management review of the
Company's operations, it was determined that this territory could be operated
more efficiently by another Coca-Cola bottler due primarily to geographic
proximity to the customers. Without the requirement to service this territory,
the Company was able to reorganize operations in its West Virginia territory to
further improve efficiencies. Management believes that the combination of the
proceeds from the sale and the efficiencies gained will lead to higher
profitability and better returns in this part of our bottling territory.

     During 1999 and 1998, the Company expanded its bottling territory by
acquiring four Coca-Cola bottlers as follows:

     o  Carolina Coca-Cola Bottling Company, Inc., a Coca-Cola bottler with
        operations in central South Carolina in May 1999;

     o  The bottling rights and operating assets of a small Coca-Cola bottler in
        north central North Carolina in May 1999;

     o  Lynchburg Coca-Cola Bottling Co., Inc., a Coca-Cola bottler with
        operations in central Virginia in October 1999; and

     o  The bottling rights and operating assets of a Coca-Cola bottler located
        in Florence, Alabama in January 1998.

     Acquisition related costs including interest expense and non-cash charges
such as amortization of intangible assets will be incurred. To the extent these
expenses are incurred and not offset by cost savings or increased sales, the
Company's acquisition strategy may depress short-term earnings. The Company
believes that continued growth through select acquisitions will enhance
long-term stockholder value.


New Accounting Pronouncements

     The Financial Accounting Standards Board ("FASB") has issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities." As
subsequently amended by FASB Statement No. 138, Statement No. 133 is effective
for all fiscal quarters of all fiscal years beginning after June 15, 2000.
Statement No. 133 will require the Company to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be adjusted
to fair value through income. If the derivative is a hedge, depending on the
nature of the hedge, changes in the fair value of derivatives will either be
offset against the change in fair value of the hedged assets, liabilities or
firm commitments through earnings or recognized in other comprehensive income
until the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in earnings.
The Company will adopt the provisions of Statement No. 133 in the first quarter
of 2001. The adoption of Statement No. 133 will not have a material impact on
the earnings and financial position of the Company.


The Year in Review

     The year 2000 was a transitional year for the Company. During the latter
part of the 1990's, the Company experienced above industry average volume
growth. However, net selling prices had not increased, even at the rate of
inflation. During 2000, the Company was faced with significant cost increases
for concentrate, certain packaging materials and fuel. Additionally, marketing
support the Company had historically received from The Coca-Cola Company was
adjusted downward significantly and interest rates on the Company's floating
rate debt increased. In the face of the aforementioned cost increases, the
Company raised its net selling prices during the year by approximately 6.5% over
1999.

                                       12
<PAGE>

     As with most consumer products, increases in selling prices temporarily
dampened sales demand. The increase in prices was the primary driver behind a
decline in unit sales volume of approximately 5% for the year on a constant
territory basis. Unit sales volume declined 5.5% through the first three
quarters of 2000. However, volume increased by 1% during the fourth quarter of
the year.

     Higher net selling prices more than offset volume declines and resulted in
an increase in net sales of 2.3% in 2000 to $995 million. On a constant
territory basis, net sales increased by approximately 1% in 2000. Income from
operations plus depreciation and amortization increased from $135 million in
1999 to $142 million in 2000, an increase of 5%. Net income for 2000 increased
to $6.3 million from $3.2 million in 1999. Net income for 2000 includes a gain,
net of tax, of $5.6 million related to the sale of bottling territory previously
discussed. During 2000, the Company also recorded a provision for impairment of
certain fixed assets of $2.0 million, net of tax.

     After several years of significant capital spending, the Company was well
positioned in 2000 with a strong infrastructure to support the business. The
investment in infrastructure in prior years allowed the Company to significantly
reduce capital spending in 2000 to $49.2 million from over $264.1 million in
1999, which included approximately $155 million for the purchase of equipment
that was previously leased. The Company anticipates capital spending to be lower
in 2001 than it was in the late 1990's. As a result of increased cash flow from
operations, reduced capital spending and the sale of bottling territory in
Kentucky and Ohio, the Company reduced its long-term debt by approximately $60
million during 2000.

     The Company continues to focus on its key long-term objectives including
increasing per capita consumption, operating cash flow and stockholder value. We
believe we will be able to achieve these objectives over the long-term because
of superior products, a solid relationship with our strategic partner, The
Coca-Cola Company, select acquisitions, an experienced management team and a
work force of approximately 6,000 talented individuals working together as a
team. We are committed to working with The Coca-Cola Company to ensure that we
fully utilize our joint resources to maximize the full potential with our
consumers and customers.


Significant Events of Prior Years

     On June 1, 1994, the Company executed a management agreement with South
Atlantic Canners, Inc. ("SAC"), a manufacturing cooperative located in
Bishopville, South Carolina. The Company is a member of the cooperative and
receives a fee for managing the day-to-day operations of SAC pursuant to this
10-year management agreement.

     On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont
Coca-Cola Bottling Partnership ("Piedmont") to distribute and market soft drink
products of The Coca-Cola Company and other third party licensors, primarily in
certain portions of North Carolina and South Carolina. The Company provides a
portion of the soft drink products to Piedmont and receives a fee for managing
the business of Piedmont pursuant to a management agreement. The Company and The
Coca-Cola Company, through their respective subsidiaries, each beneficially own
a 50% interest in Piedmont. The Company is accounting for its investment in
Piedmont using the equity method of accounting.


RESULTS OF OPERATIONS

2000 Compared to 1999

Net Income

     The Company reported net income of $6.3 million or basic net income per
share of $.72 for fiscal year 2000 compared to $3.2 million or $.38 basic net
income per share for fiscal year 1999. Diluted net income per share for 2000 was
$.71 compared to $.37 in 1999. Net income in 2000 included the gain on the sale
of bottling territory discussed above, offset somewhat by a provision for
impairment of certain fixed assets.


Net Sales and Gross Margin

     Net sales for 2000 grew by 2.3% to $995 million, compared to $973 million
in 1999. On a constant territory basis, net sales increased by approximately 1%
due to an increase in net selling price for the year of approximately 6.5%
partially offset by a decline in unit volume of approximately 5% for the year.
Sales growth in 2000 was highlighted by the continued strong growth of Dasani
bottled water. Noncarbonated products now account for almost 7% of the Company's
bottle and can volume.

                                       13
<PAGE>

     Gross margin increased by $35.5 million from 1999 to 2000 representing an
8% increase. The increase in gross margin was driven by higher selling prices,
which more than offset a decline in unit volume as discussed above. The
Company's gross margin as a percentage of sales increased from 44.2% in 1999 to
46.7% in 2000. On a per unit basis, gross margin increased 13% in 2000 over
1999.


Cost of Sales and Operating Expenses

     Cost of sales on a per unit basis increased by approximately 2% in 2000.
This increase was due to significantly higher costs for concentrate and
increased packaging costs, offset somewhat by decreases in manufacturing labor
and overhead expenses.

     Selling, general and administrative ("S,G&A") expenses increased by $31.3
million or 11% in 2000 over 1999 levels primarily due to a reduction in
marketing funding received from The Coca-Cola Company. Total marketing funding
support from The Coca-Cola Company and other beverage companies declined from
$63.5 million in 1999 to $49.0 million in 2000. The Company anticipates that
marketing funding support in 2001 will be more consistent with amounts received
in 2000 than amounts received in 1999. The balance of the increase in S,G&A
expenses was due to enhancements in employee compensation programs, higher fuel
costs, costs associated with a strike by employees in certain branches of the
Company's West Virginia territory (primarily security costs to protect Company
personnel and assets) and compensation expense related to a restricted stock
award for the Company's Chairman and Chief Executive Officer.

     The Company relies extensively on advertising and sales promotion in the
marketing of its products. The Coca-Cola Company and other beverage companies
that supply concentrates, syrups and finished products to the Company make
substantial marketing and advertising expenditures to promote sales in the local
territories served by the Company. The Company also benefits from national
advertising programs conducted by The Coca-Cola Company and other beverage
companies. Certain of the marketing expenditures by The Coca-Cola Company and
other beverage companies are made pursuant to annual arrangements. Although The
Coca-Cola Company has advised the Company that it intends to provide marketing
funding support in 2001, it is not obligated to do so under the Company's master
bottle contract. A portion of the marketing funding and infrastructure support
from The Coca-Cola Company is subject to annual performance requirements. The
Company is in compliance with all current performance requirements, as amended.
Significant decreases in marketing support from The Coca-Cola Company or other
beverage companies could adversely impact operating results of the Company.

     Depreciation expense in 2000 increased $4.2 million or 7%. The increase for
2000 was due to significant capital expenditures in 1999 of $264.1 million, of
which approximately $155 million related to the purchase of equipment that was
previously leased. Capital expenditures in 2000 totaled $49.2 million.
Depreciation expense should increase at a lower rate in future years than it has
in the past three years due to anticipated lower levels of capital spending.


Investment in Partnership

     The Company's share of Piedmont's net income in 2000 was $2.5 million. This
compares to the Company's share of Piedmont's net loss of $2.6 million in 1999.
The increase in income from Piedmont of $5.1 million reflects improved operating
results at Piedmont primarily due to higher gross margin resulting from
increased net selling prices.


Interest Expense

     Interest expense increased by $2.8 million or 5.5% in 2000. The increase
was primarily due to higher interest rates on the Company's floating rate debt.
The Company's overall weighted average borrowing rate for 2000 was 7.3% compared
to 6.8% in 1999. During 2000, the Company repaid approximately $60 million of
its long-term debt. This reduction in long-term debt should reduce interest
expense in 2001.


Other Income/Expense

     Other income for 2000 was approximately $1 million, a change of $6.4
million versus other expense of $5.4 million in 1999. The change in other income
(expense) in 2000 is primarily due to a gain on the sale of bottling territory
of $8.8 million, before tax, as previously discussed, offset somewhat by a
provision for impairment of certain fixed assets of $3.1 million, before tax.


Income Taxes

     The effective tax rate for federal and state income taxes was approximately
36% in 2000 versus approximately 35% in 1999.

                                       14
<PAGE>

1999 Compared to 1998

Net Income

     The Company reported net income of $3.2 million or basic net income per
share of $.38 for fiscal year 1999 compared to $14.9 million or $1.78 basic net
income per share for fiscal year 1998. Diluted net income per share for 1999 was
$.37 compared to $1.75 in 1998. The decline in net income was primarily
attributable to lower than anticipated volume growth and higher expenses related
to the Company's investment in the infrastructure considered necessary to
support accelerated long-term growth. Investments in additional personnel,
vehicles and cold drink equipment resulted in cost increases that the Company
anticipated would be offset by higher sales volume. Soft drink industry growth
levels slowed significantly during 1999 and the Company's higher cost structure
negatively impacted 1999 earnings. The Company reduced its workforce by
approximately 5% in the fourth quarter of 1999 to reduce staffing costs.


Net Sales

     Net sales for 1999 grew by approximately 5% to $973 million, compared to
$929 million in 1998. The increase was due to volume growth of 2%, an increase
in net selling price of 3% and acquisitions of additional bottling territories
in South Carolina, North Carolina and Virginia. Also, the Company's 1998 fiscal
year included a 53rd week. Sales growth in noncarbonated beverages, including
POWERaDE, Fruitopia and Dasani bottled water remained strong in 1999. Sales to
other bottlers decreased by 11% during 1999 over 1998 levels, primarily due to
lower sales to Piedmont.


Cost of Sales and Operating Expenses

     Cost of sales on a per case basis increased by approximately 1% in 1999.
This increase was due to higher raw material costs, including concentrate and
packaging costs, as well as increases in manufacturing labor and overhead
resulting from wage rate increases and an increase in the number of stockkeeping
units.

     S,G&A expenses increased by approximately $16 million or 6% in 1999 over
1998 levels. Lease expense declined significantly in 1999 as compared to 1998 as
a result of the purchase of approximately $155 million of equipment in January
1999 that had been previously leased. Excluding lease expense, S,G&A expenses
increased by approximately $31 million or 12% in 1999. Increased S,G&A expenses
resulted from higher employment costs for additional personnel to support
anticipated volume growth and higher costs in certain of the Company's labor
markets, offset somewhat by lower incentive accruals, as well as additional
marketing expenses and higher costs for sales development programs. In addition,
S,G&A expenses increased due to remediation and testing of Year 2000 issues of
approximately $1 million and an increase in bad debt expense of $.4 million.
Increased marketing funding support from The Coca-Cola Company of approximately
$2 million mitigated a portion of the increase in S,G&A expenses.


     Depreciation expense in 1999 increased $23.5 million or 63% over 1998. The
increase was due to significant capital expenditures over the past several
years, including $264.1 million in 1999, of which approximately $155 million
related to the purchase of equipment that was previously leased.

     A pre-tax restructuring charge of $2.2 million was recorded in the fourth
quarter of 1999 consisting of employee termination benefit costs of $1.8 million
and facility lease costs and other related expenses of $.4 million. The
objectives of the restructuring were to consolidate and streamline sales
divisions and reduce the overall operating expense base.


Investment in Partnership

     The Company's share of Piedmont's net loss of $2.6 million increased from a
loss of $.5 million in 1998. The increase in the loss reflected the impact of
lower than expected volume growth in 1999 and higher infrastructure costs.


Interest Expense

     Interest expense increased by $10.6 million or 27% in 1999 over 1998. The
increase was due to additional debt related to the purchase of approximately
$155 million of equipment that was previously leased, additional borrowings to
fund acquisitions and capital expenditures. The Company's overall weighted
average borrowing rate for 1999 was 6.8% compared to 7.1% in 1998.

                                       15
<PAGE>

Other Income/Expense

     Other expense increased from $4.1 million in 1998 to $5.4 million in 1999.
Approximately half of the increase in other expense from 1998 to 1999 related to
net losses of Data Ventures LLC, in which the Company held a 31.25% equity
interest. Data Ventures LLC provided certain computerized data management
products and services to the Company related to inventory control and marketing
program support.


Income Taxes

     The effective tax rate for federal and state income taxes was approximately
35% in 1999 versus approximately 36% in 1998.


FINANCIAL CONDITION

     Total assets decreased from $1.11 billion at January 2, 2000 to $1.06
billion at December 31, 2000. The decrease was primarily due to depreciation of
property, plant and equipment exceeding capital expenditures and amortization of
intangible assets, principally acquired franchise rights.

     Working capital increased by $21.3 million to $14.3 million at December 31,
2000 from a deficit of $7.0 million at January 2, 2000. The change in working
capital was primarily due to decreases in the current portion of long-term debt
of $18.7 million, accounts payable and accrued liabilities of $15.0 million and
accrued interest of $6.3 million, partially offset by an increase of $13.7
million in amounts due to Piedmont. The increase in amounts due to Piedmont
reflected the improved operating results and the timing of cash flows at
Piedmont in 2000.

     Total long-term debt decreased by $60.4 million to $692.2 million at
December 31, 2000 compared to $752.6 million at January 2, 2000. Repayment of
long-term debt during 2000 resulted from free cash flow from operations of
approximately $40 million and approximately $20 million from the sale of
bottling territory, as previously discussed.


LIQUIDITY AND CAPITAL RESOURCES

Capital Resources

     Sources of capital for the Company include operating cash flows, bank
borrowings, issuance of public or private debt and the issuance of equity
securities. Management believes that the Company, through these sources, has
sufficient financial resources available to maintain its current operations and
provide for its current capital expenditure and working capital requirements,
scheduled debt payments, interest and income tax liabilities and dividends for
stockholders.


Investing Activities

     Additions to property, plant and equipment during 2000 were $49.2 million.
Capital expenditures during 2000 were funded with cash flow from operations.
Leasing is used for certain capital additions when considered cost effective
related to other sources of capital. The Company currently leases approximately
$50 million of its cold drink equipment in addition to two production facilities
and certain distribution and administrative facilities. Total lease expense in
2000 was $15.7 million compared to $13.7 million in 1999.

     At the end of 2000, the Company had no material commitments for the
purchase of capital assets other than those related to normal replacement of
equipment. The Company considers the acquisition of bottling territories on an
ongoing basis.


Financing Activities

     In January 1999, the Company filed an $800 million shelf registration for
debt and equity securities. This shelf registration included $200 million of
unused availability from a $400 million shelf registration filed in October
1994.

     In April 1999, the Company issued $250 million of 10-year debentures at a
fixed rate of 6.375% under its shelf registration. The Company subsequently
entered into interest rate swap agreements totaling $100 million related to the
newly issued debentures. The net proceeds from the issuance of debentures were
used to refinance borrowings related to the purchase of assets previously
leased, as discussed above, repay certain maturing Medium-Term Notes and repay
other corporate borrowings.

                                       16
<PAGE>

     The Company borrows from time to time under lines of credit from various
banks. On December 31, 2000, the Company had $170 million available under these
lines, of which $12.9 million was outstanding. Loans under these lines are made
at the sole discretion of the banks at rates negotiated at the time of
borrowing.

     In December 1997, the Company extended the maturity of a revolving credit
facility to December 2002 for borrowings of up to $170 million. There were no
amounts outstanding under this facility as of December 31, 2000.


Interest Rate Hedging

     The Company periodically uses interest rate hedging products to modify risk
from interest rate fluctuations in its underlying debt. The Company has
historically altered its fixed/floating rate mix based upon anticipated cash
flows from operations relative to the Company's debt level and the potential
impact of increases in interest rates on the Company's overall financial
condition. Sensitivity analyses are performed to review the impact on the
Company's financial position and coverage of various interest rate movements.
The Company does not use derivative financial instruments for trading purposes.


     The weighted average interest rate of the debt portfolio as of December 31,
2000 was 7.1% compared to 7.0% at the end of 1999. The Company's overall
weighted average borrowing rate on its long-term debt in 2000 increased to 7.3%
from 6.8% in 1999. Approximately 41% of the Company's debt portfolio of $692.2
million as of December 31, 2000 was subject to changes in short-term interest
rates.


FORWARD-LOOKING STATEMENTS

     This Annual Report on Form 10-K, as well as information included in, or
incorporated by reference from, future filings by the Company with the
Securities and Exchange Commission and information contained in written
material, press releases and oral statements issued by or on behalf of the
Company, contains, or may contain several forward-looking management comments
and other statements that reflect management's current outlook for future
periods. These statements include, among others, statements relating to: our
expectations concerning increasing long-term stockholder value, per capita
consumption and operating cash flow; the sufficiency of our financial resources
to fund our operations; our expectations concerning marketing support payments
from The Coca-Cola Company and other beverage companies; our expectations about
higher profitability and better returns in our West Virginia territory; our
expectations about interest expense; our acquisition strategy and our capital
expenditure requirements. These statements and expectations are based on the
current available competitive, financial and economic data along with the
Company's operating plans, and are subject to future events and uncertainties.
Among the events or uncertainties which could adversely affect future periods
are: lower than expected net pricing resulting from increased marketplace
competition, an inability to meet performance requirements for expected levels
of marketing support payments from The Coca-Cola Company, an inability to meet
requirements under bottling contracts, the inability of our aluminum can or PET
bottle suppliers to meet our demand, material changes from expectations in the
cost of raw materials, higher than expected fuel prices, an inability to meet
projections for performance in acquired bottling territories and unfavorable
interest rate fluctuations.


Item 7A -- Quantitative and Qualitative Disclosures about Market Risk

     The Company is exposed to certain market risks that are inherent in the
Company's financial instruments, which arise in the ordinary course of business.
The Company may enter into derivative financial instrument transactions to
manage or reduce market risk. The Company does not enter into derivative
financial instrument transactions for trading purposes. A discussion of the
Company's primary market risk exposure in financial instruments is presented
below.


Long-Term Debt

     The Company is subject to interest rate risk on its long-term fixed
interest rate debt. Borrowings under lines of credit and other variable rate
long-term debt do not give rise to significant interest rate risk because these
borrowings either have maturities of less than three months or have variable
interest rates. All other things being equal, the fair market value of the
Company's debt with a fixed interest rate will increase as interest rates
decline and the fair market value of the Company's debt will decrease as
interest rates rise. This exposure to interest rate risk is generally managed by
borrowing funds with a variable interest rate or using interest rate swaps to
effectively change fixed interest rate borrowings to variable interest rate
borrowings. The Company generally maintains between 40% and 60% of total
borrowings at variable interest rates after taking into account all of the
interest rate hedging activities. While this is the target range, the financial
position of the Company and market conditions may result in strategies outside
of this range at certain points in time.

                                       17
<PAGE>

     As it relates to the Company's variable rate debt, if market interest rates
average 1% more in 2001 than the rates of December 31, 2000, interest expense
for 2001 would increase by $2.8 million. If market interest rates had averaged
1% more in 2000 than the rates at January 2, 2000, interest expense for 2000
would have increased by $3.0 million. These amounts were determined by
calculating the effect of the hypothetical interest rate on our variable rate
debt after giving consideration to all our interest rate hedging activities.
This sensitivity analysis assumes that there are no changes in the Company's
financial structure.

     The Company is subject to commodity price risk arising from price movements
for certain commodities included as part of its raw materials. The Company
generally manages this risk by entering into long-term contracts with adjustable
prices. The Company has not used derivative commodity instruments in the
management of this risk.

                                       18
<PAGE>

Item 8 -- Financial Statements and Supplementary Data


                      COCA-COLA BOTTLING CO. CONSOLIDATED

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                 Fiscal Year
                                                                                    -------------------------------------
                                                                                         2000         1999        1998
                                                                                    ------------- ----------- -----------
In Thousands (Except Per Share Data)
<S>                                                                                 <C>           <C>         <C>
Net sales (includes sales to Piedmont of $69,539,
 $68,046 and $69,552)..............................................................   $ 995,134    $972,551    $928,502
Cost of sales, excluding depreciation shown below (includes
 $53,463, $56,439 and $55,800 related to sales to Piedmont)........................     530,241     543,113     534,919
                                                                                      ---------    --------    --------
Gross margin ......................................................................     464,893     429,438     393,583
                                                                                      ---------    --------    --------
Selling, general and administrative expenses, excluding depreciation shown below ..     323,223     291,907     276,245
Depreciation expense ..............................................................      64,751      60,567      37,076
Amortization of goodwill and intangibles ..........................................      14,712      13,734      12,972
Restructuring expense .............................................................                   2,232
                                                                                      ---------    --------    --------
Income from operations ............................................................      62,207      60,998      67,290
                                                                                      ---------    --------    --------
Interest expense ..................................................................      53,346      50,581      39,947
Other income (expense), net .......................................................         974      (5,431)     (4,098)
                                                                                      ---------    --------    --------
Income before income taxes ........................................................       9,835       4,986      23,245
Income taxes ......................................................................       3,541       1,745       8,367
                                                                                      ---------    --------    --------
Net income ........................................................................   $   6,294    $  3,241    $ 14,878
                                                                                      ---------    --------    --------
Basic net income per share ........................................................   $     .72    $    .38    $   1.78
                                                                                      ---------    --------    --------
Diluted net income per share ......................................................   $     .71    $    .37    $   1.75
                                                                                      ---------    --------    --------
Weighted average number of common shares outstanding ..............................       8,733       8,588       8,365
Weighted average number of common shares
 outstanding -- assuming dilution .................................................       8,822       8,708       8,495
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements.

                                       19
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                              Dec. 31,      Jan. 2,
                                                                                                2000          2000
                                                                                           ------------- -------------
In Thousands (Except Share Data)
<S>                                                                                        <C>           <C>
 ASSETS
 Current assets:
 Cash ....................................................................................  $    8,425    $    9,050
 Accounts receivable, trade, less allowance for doubtful accounts of $918 and $850 .......      62,661        60,367
 Accounts receivable from The Coca-Cola Company ..........................................       5,380         6,018
 Accounts receivable, other ..............................................................       8,247        13,938
 Inventories .............................................................................      40,502        41,411
 Prepaid expenses and other current assets ...............................................      14,026        13,275
                                                                                            ----------    ----------
  Total current assets ...................................................................     139,241       144,059
                                                                                            ----------    ----------
 Property, plant and equipment, net ......................................................     429,978       468,110
 Leased property under capital leases, net ...............................................       7,948        10,785
 Investment in Piedmont Coca-Cola Bottling Partnership ...................................      62,730        60,216
 Other assets ............................................................................      60,846        61,312
 Identifiable intangible assets, net .....................................................     284,842       305,783
 Excess of cost over fair value of net assets of businesses acquired, less accumulated
  amortization of $35,585 and $33,141 ....................................................      76,512        58,127
                                                                                            ----------    ----------
  Total ..................................................................................  $1,062,097    $1,108,392
                                                                                            ==========    ==========
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements.

                                       20
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                     Dec. 31,        Jan. 2,
                                                                                       2000           2000
                                                                                  -------------- --------------
<S>                                                                               <C>            <C>
 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
 Portion of long-term debt payable within one year ..............................   $    9,904     $   28,635
 Current portion of obligations under capital leases ............................        3,325          4,483
 Accounts payable and accrued liabilities .......................................       80,999         96,008
 Accounts payable to The Coca-Cola Company ......................................        3,802          2,346
 Due to Piedmont Coca-Cola Bottling Partnership .................................       16,436          2,736
 Accrued interest payable .......................................................       10,483         16,830
                                                                                    ----------     ----------
  Total current liabilities .....................................................      124,949        151,038
                                                                                    ----------     ----------
 Deferred income taxes ..........................................................      148,655        124,171
 Other liabilities ..............................................................       76,061         73,900
 Obligations under capital leases ...............................................        1,774          4,468
 Long-term debt .................................................................      682,246        723,964
                                                                                    ----------     ----------
  Total liabilities .............................................................    1,033,685      1,077,541
                                                                                    ----------     ----------
 Commitments and Contingencies (Note 11)

Stockholders' Equity:
Convertible Preferred Stock, $100 par value:
  Authorized -- 50,000 shares; Issued -- None
Nonconvertible Preferred Stock, $100 par value:
  Authorized -- 50,000 shares; Issued -- None
Preferred Stock, $.01 par value:
  Authorized -- 20,000,000 shares; Issued -- None
Common Stock, $1 par value:
  Authorized -- 30,000,000 shares; Issued -- 9,454,651 and 9,454,626 shares .....        9,454          9,454
 Class B Common Stock, $1 par value:
  Authorized -- 10,000,000 shares; Issued -- 2,969,166 and 2,969,191 shares .....        2,969          2,969
 Class C Common Stock, $1 par value:
  Authorized -- 20,000,000 shares; Issued -- None
 Capital in excess of par value .................................................       99,020        107,753
 Accumulated deficit ............................................................      (21,777)       (28,071)
                                                                                    ----------     ----------
                                                                                        89,666         92,105
                                                                                    ----------     ----------
 Less -- Treasury stock, at cost:
  Common -- 3,062,374 shares ....................................................       60,845         60,845
  Class B Common -- 628,114 shares ..............................................          409            409
                                                                                    ----------     ----------
  Total stockholders' equity ....................................................       28,412         30,851
                                                                                    ----------     ----------
  Total .........................................................................   $1,062,097     $1,108,392
                                                                                    ==========     ==========
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements.

                                       21
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                   Fiscal Year
                                                                                      --------------------------------------
                                                                                          2000         1999         1998
                                                                                      ----------- ------------- ------------
In Thousands
<S>                                                                                   <C>         <C>           <C>
Cash Flows from Operating Activities
Net income ..........................................................................  $   6,294   $    3,241    $  14,878
Adjustments to reconcile net income to net cash provided by operating activities:
   Depreciation expense .............................................................     64,751       60,567       37,076
   Amortization of goodwill and intangibles .........................................     14,712       13,734       12,972
   Deferred income taxes ............................................................      3,541        1,745        8,367
   Gain on sale of bottling territory ...............................................     (8,829)
   Provision for impairment of property, plant and equipment ........................      3,066
   Losses on sale of property, plant and equipment ..................................      2,284        2,755        2,586
   Amortization of debt costs .......................................................        938          836          595
   Amortization of deferred gain related to terminated interest rate swaps ..........       (819)        (563)        (563)
   Undistributed (earnings) losses of Piedmont Coca-Cola Bottling Partnership .......     (2,514)       2,631          479
   (Increase) decrease in current assets less current liabilities ...................     (2,554)       9,639          570
   Increase in other noncurrent assets ..............................................       (506)      (8,451)      (8,441)
   Increase in other noncurrent liabilities .........................................      3,868        9,702        2,180
   Other ............................................................................         58          334           79
                                                                                       ---------   ----------    ---------
Total adjustments ...................................................................     77,996       92,929       55,900
                                                                                       ---------   ----------    ---------
Net cash provided by operating activities ...........................................     84,290       96,170       70,778
                                                                                       ---------   ----------    ---------
Cash Flows from Financing Activities
Proceeds from the issuance of long-term debt ........................................                 251,165
Repayment of current portion of long-term debt ......................................    (26,750)     (30,115)     (10,540)
Proceeds from (repayment of) lines of credit, net ...................................    (33,700)      10,200       26,100
Cash dividends paid .................................................................     (8,733)      (8,549)      (8,365)
Payments on capital lease obligations ...............................................     (4,528)      (4,938)
Termination of interest rate swap agreements ........................................       (292)                    6,480
Debt fees paid ......................................................................                  (3,266)        (102)
Other ...............................................................................       (387)        (468)        (390)
                                                                                       ---------   ----------    ---------
Net cash provided by (used in) financing activities .................................    (74,390)     214,029       13,183
                                                                                       ---------   ----------    ---------
Cash Flows from Investing Activities
Additions to property, plant and equipment ..........................................    (49,168)    (264,139)     (47,946)
Proceeds from the sale of property, plant and equipment .............................     16,366          753        1,255
Acquisitions of companies, net of cash acquired .....................................       (723)     (44,454)     (35,006)
Proceeds from sale of bottling territory ............................................     23,000
                                                                                       ---------   ----------    ---------
Net cash used in investing activities ...............................................    (10,525)    (307,840)     (81,697)
                                                                                       ---------   ----------    ---------
Net increase (decrease) in cash .....................................................       (625)       2,359        2,264
                                                                                       ---------   ----------    ---------
Cash at beginning of year ...........................................................      9,050        6,691        4,427
                                                                                       ---------   ----------    ---------
Cash at end of year .................................................................  $   8,425   $    9,050    $   6,691
                                                                                       ---------   ----------    ---------
Significant non-cash investing and financing activities
 Issuance of Common Stock in connection with acquisition ............................              $   21,961
 Capital lease obligations incurred .................................................  $   1,313       14,225
</TABLE>

         See Accompanying Notes to Consolidated Financial Statements.

                                       22
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                       CONSOLIDATED STATEMENTS OF CHANGES
                             IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                       Class B  Capital in
                                                             Common    Common   Excess of   Accumulated  Treasury
                                                              Stock     Stock   Par Value     Deficit     Stock
                                                           ----------  -------  ---------- ------------ ---------
In Thousands
<S>                                                        <C>        <C>      <C>         <C>          <C>
Balance on December 28, 1997 .............................  $ 10,107   $1,948   $103,074    $ (46,190)   $61,254
Net income ...............................................                                     14,878
Cash dividends paid ......................................                        (8,365)
Exchange of Common Stock for Class B
 Common Stock ............................................    (1,021)   1,021
                                                            --------   ------   --------    ---------    -------
Balance on January 3, 1999 ...............................     9,086    2,969     94,709      (31,312)    61,254
Net income ...............................................                                      3,241
Cash dividends paid ......................................                        (8,549)
Issuance of Common Stock in connection with acquisition ..       368              21,593
                                                            --------   ------   --------    ---------    -------
Balance on January 2, 2000 ...............................     9,454    2,969    107,753      (28,071)    61,254
Net income ...............................................                                      6,294
Cash dividends paid ......................................                        (8,733)
                                                            --------   ------   --------    ---------    -------
Balance on December 31, 2000 .............................  $  9,454   $2,969   $ 99,020    $ (21,777)   $61,254
                                                            --------   ------   --------    ---------    -------
</TABLE>

         See Accompanying Notes to Consolidated Financial Statements.

                                       23
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

     Coca-Cola Bottling Co. Consolidated (the "Company") is engaged in the
production, marketing and distribution of carbonated and noncarbonated
beverages, primarily products of The Coca-Cola Company. The Company operates in
portions of 11 states, principally in the southeastern region of the United
States.

     The consolidated financial statements include the accounts of the Company
and its majority owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated. Acquisitions recorded as purchases are
included in the statement of operations from the date of acquisition.

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

     The fiscal years presented are the 52-week periods ended December 31, 2000,
January 2, 2000 and the 53-week period ended January 3, 1999. The Company's
fiscal year ends on the Sunday closest to December 31.

     Certain prior year amounts have been reclassified to conform to current
year classifications.

     The Company's more significant accounting policies are as follows:


Cash and Cash Equivalents

     Cash and cash equivalents include cash on hand, cash in banks and cash
equivalents, which are highly liquid debt instruments with maturities of less
than 90 days.


Inventories

     Inventories are stated at the lower of cost, determined on the first-in,
first-out method ("FIFO"), or market.


Property, Plant and Equipment

     Property, plant and equipment are recorded at cost and depreciated using
the straight-line method over the estimated useful lives of the assets.
Additions and major replacements or betterments are added to the assets at cost.
Maintenance and repair costs and minor replacements are charged to expense when
incurred. When assets are replaced or otherwise disposed of, the cost and
accumulated depreciation are removed from the accounts, and the gains or losses,
if any, are reflected in income.


Software

     The Company adopted the provisions of the American Institute of Certified
Public Accountants' Statement of Position 98-1, "Accounting for the Cost of
Computer Software Developed or Obtained for Internal Use" in the first quarter
of 1999. This statement requires capitalization of certain costs incurred in the
development of internal-use software. Software is amortized using the
straight-line method over its estimated useful life.


Investment in Piedmont Coca-Cola Bottling Partnership

     The Company beneficially owns a 50% interest in Piedmont Coca-Cola Bottling
Partnership ("Piedmont"). The Company accounts for its interest in Piedmont
using the equity method of accounting.

     With respect to Piedmont, sales of soft drink products at cost, management
fee revenue and the Company's share of Piedmont's results from operations are
included in "Net sales." See Note 3 and Note 15 for additional information.


Revenue Recognition

     Revenues are recognized when finished products are delivered to customers
and both title and the risks and rewards of ownership are transferred.
Appropriate provision is made for uncollectible accounts.

                                       24
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes

     The Company provides deferred income taxes for the tax effects of temporary
differences between the financial reporting and income tax bases of the
Company's assets and liabilities.


Benefit Plans

     The Company has a noncontributory pension plan covering substantially all
nonunion employees and one noncontributory pension plan covering certain union
employees. Costs of the plans are charged to current operations and consist of
several components of net periodic pension cost based on various actuarial
assumptions regarding future experience of the plans. In addition, certain other
union employees are covered by plans provided by their respective union
organizations. The Company expenses amounts as paid in accordance with union
agreements. The Company recognizes the cost of postretirement benefits, which
consist principally of medical benefits, during employees' periods of active
service.

     Amounts recorded for benefit plans reflect estimates related to future
interest rates, investment returns, employee turnover, wage increases and health
care costs. The Company reviews all assumptions and estimates on an ongoing
basis.


Intangible Assets and Excess of Cost Over Fair Value of Net Assets of
   Businesses Acquired

     Identifiable intangible assets resulting from the acquisition of Coca-Cola
bottling franchises are being amortized on a straight-line basis over periods
ranging from 17 to 40 years. The excess of cost over fair value of net assets of
businesses acquired is being amortized on a straight-line basis over 40 years.


Impairment of Long-lived Assets

     The Company continually monitors conditions that may affect the carrying
value of its intangible or other long-lived assets. When conditions indicate
potential impairment of an intangible or other long-lived asset, the Company
will undertake necessary market studies and reevaluate projected future cash
flows associated with the asset. When projected future cash flows, not
discounted for the time value of money, are less than the carrying value of the
asset, the asset will be written down to its estimated net realizable value.


Net Income Per Share

     Basic earnings per share ("EPS") excludes dilution and is computed by
dividing net income available for common stockholders by the weighted average
number of Common and Class B Common shares outstanding. Diluted EPS gives effect
to all securities representing potential common shares that were dilutive and
outstanding during the period. In the calculation of diluted EPS, the
denominator includes the number of additional common shares that would have been
outstanding if the Company's outstanding stock options had been exercised.


Derivative Financial Instruments

     The Company uses financial instruments to manage its exposure to movements
in interest rates. The use of these financial instruments modifies the exposure
of these risks with the intent to reduce the risk to the Company. The Company
does not use financial instruments for trading purposes, nor does it use
leveraged financial instruments.

     Amounts receivable or payable under interest rate swap agreements are
included in other assets or other liabilities. Amounts paid or received under
interest rate swap agreements during their lives are recorded as adjustments to
interest expense. Deferred gains or losses on interest rate swap terminations
are amortized over the lives of the initial agreements as an adjustment to
interest expense.

     Premiums paid for interest rate cap agreements are amortized to interest
expense over the terms of the agreements. Amounts receivable or payable under
interest rate cap agreements are included in other assets or other liabilities.


Insurance Programs

     In general, the Company is self-insured for costs of casualty claims and
medical claims. The Company uses commercial insurance for casualty claims and
medical claims as a risk reduction strategy to minimize catastrophic losses.
Casualty

                                       25
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

losses are provided for using actuarial assumptions and procedures followed in
the insurance industry, adjusted for company-specific history and expectations.



Marketing Costs and Support Arrangements

     The Company directs various advertising and marketing programs supported by
The Coca-Cola Company or other franchisers. Under these programs, certain costs
incurred by the Company are reimbursed by the applicable franchiser. Franchiser
funding is recognized when performance measures are met or as funded costs are
incurred.


2. ACQUISITIONS AND DIVESTITURES

     On May 28, 1999, the Company acquired substantially all of the outstanding
capital stock of Carolina Coca-Cola Bottling Company, Inc. ("Carolina") in
exchange for 368,482 shares of the Company's Common Stock, installment notes and
cash. The total purchase price was approximately $37 million. Carolina was a
Coca-Cola bottler with operations in central South Carolina.

     On October 29, 1999, the Company acquired substantially all of the
outstanding capital stock of Lynchburg Coca-Cola Bottling Company, Inc.
("Lynchburg") for approximately $24 million. Lynchburg was a Coca-Cola bottler
with operations in central Virginia.

     The Company used its lines of credit for the cash portion of the
acquisitions described above. These acquisitions have been accounted for under
the purchase method of accounting.

     On September 29, 2000, the Company sold substantially all of its bottling
territory in the states of Kentucky and Ohio to Coca-Cola Enterprises Inc. The
Company received cash proceeds of $23.0 million related to the sale of this
territory and certain other operating assets. The Company recorded a pre-tax
gain of $8.8 million as a result of this sale. The bottling territory sold
represented approximately 3% of the Company's annual sales volume.


3. INVESTMENT IN PIEDMONT COCA-COLA BOTTLING PARTNERSHIP

     On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont to
distribute and market soft drink products primarily in certain portions of North
Carolina and South Carolina. The Company and The Coca-Cola Company, through
their respective subsidiaries, each beneficially own a 50% interest in Piedmont.
The Company provides a portion of the soft drink products for Piedmont at cost
and receives a fee for managing the operations of Piedmont pursuant to a
management agreement.

     Summarized financial information for Piedmont was as follows:

<TABLE>
<CAPTION>
                                                   Dec. 31,    Jan. 2,
                                                     2000       2000
                                                 ----------- ----------
In Thousands
<S>                                              <C>         <C>
Current assets .................................  $ 48,068    $ 31,094
Noncurrent assets ..............................   319,788     331,979
                                                  --------    --------
Total assets ...................................  $367,856    $363,073
                                                  --------    --------
Current liabilities ............................  $ 17,342    $ 15,370
Noncurrent liabilities .........................   225,054     227,271
                                                  --------    --------
Total liabilities ..............................   242,396     242,641
Partners' equity ...............................   125,460     120,432
                                                  --------    --------
Total liabilities and partners' equity .........  $367,856    $363,073
                                                  --------    --------
Company's equity investment ....................  $ 62,730    $ 60,216
                                                  --------    --------
</TABLE>

                                       26
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                            Fiscal Year
                                                -----------------------------------
                                                    2000        1999        1998
                                                ----------- ----------- -----------
In Thousands
<S>                                             <C>         <C>         <C>
Net sales .....................................  $286,781    $278,202    $269,312
Cost of sales .................................   147,671     152,042     151,480
                                                 --------    --------    --------
Gross margin ..................................   139,110     126,160     117,832
Income from operations ........................    18,948       7,803      11,974
Net income (loss) .............................  $  5,028    $ (5,262)   $   (958)
                                                 --------    --------    --------
Company's equity in net income (loss) .........  $  2,514    $ (2,631)   $   (479)
                                                 --------    --------    --------
</TABLE>

4. INVENTORIES

     Inventories were summarized as follows:

<TABLE>
<CAPTION>
                                     Dec. 31,   Jan. 2,
                                       2000      2000
                                    --------- ----------
In Thousands
<S>                                 <C>       <C>
Finished products .................  $22,907   $26,240
Manufacturing materials ...........   13,330    10,476
Plastic pallets and other .........    4,265     4,695
                                     -------   -------
Total inventories .................  $40,502   $41,411
                                     -------   -------
</TABLE>

5. PROPERTY, PLANT AND EQUIPMENT

     The principal categories and estimated useful lives of property, plant and
equipment were as follows:

<TABLE>
<CAPTION>
                                                        Dec. 31,    Jan. 2,    Estimated
                                                          2000       2000     Useful Lives
                                                      ----------- ---------- -------------
In Thousands
<S>                                                   <C>         <C>        <C>
Land ................................................  $ 11,311    $ 12,251
Buildings ...........................................    97,012      96,072   10-50 years
Machinery and equipment .............................    94,652      89,068    5-20 years
Transportation equipment ............................   122,083     126,562    4-10 years
Furniture and fixtures ..............................    35,206      37,002    4-10 years
Vending equipment ...................................   285,772     291,844    6-13 years
Leasehold and land improvements .....................    39,597      41,379    5-20 years
Software for internal use ...........................    17,207      10,523     3-7 years
Construction in progress ............................     1,162       3,389
                                                       --------    --------
Total property, plant and equipment, at cost ........   704,002     708,090
Less: Accumulated depreciation and amortization .....   274,024     239,980
                                                       --------    --------
Property, plant and equipment, net ..................  $429,978    $468,110
                                                       --------    --------
</TABLE>

     On January 15, 1999, the Company purchased approximately $155 million of
equipment (principally vehicles and vending equipment) previously leased under
various operating lease agreements. The assets purchased will continue to be
used in the distribution and sale of the Company's products and will be
depreciated over their remaining useful lives, which range from three years to
12.5 years. The Company used a combination of its revolving credit facility and
its lines of credit with certain banks to finance this purchase.

     In the third quarter of 2000, the Company recorded a provision for
impairment of certain fixed assets for $3.1 million, which was classified in
"Other income (expense), net."

                                       27
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. LEASED PROPERTY UNDER CAPITAL LEASES

     The category and terms of the leased property under capital leases were as
follows:

<TABLE>
<CAPTION>
                                                     Dec. 31,   Jan. 2,
                                                       2000      2000       Terms
                                                    --------- ---------- ----------
In Thousands
<S>                                                 <C>       <C>        <C>
Transportation and other equipment ................  $13,058   $13,434   1-4 years
Less: Accumulated amortization ....................    5,110     2,649
                                                     -------   -------
Leased property under capital leases, net .........  $ 7,948   $10,785
                                                     -------   -------
</TABLE>

7. IDENTIFIABLE INTANGIBLE ASSETS

     The principal categories and estimated useful lives of identifiable
intangible assets were as follows:

<TABLE>
<CAPTION>
                                                Dec. 31,    Jan. 2,     Estimated
                                                  2000        2000     Useful Lives
                                              ----------- ----------- -------------
In Thousands
<S>                                           <C>         <C>         <C>
Franchise rights ............................  $353,036    $361,710       40 years
Customer lists ..............................    54,864      54,864    17-23 years
Other .......................................    16,668      16,668    17-23 years
                                               --------    --------
Identifiable intangible assets ..............   424,568    $433,242
Less: Accumulated amortization ..............   139,726     127,459
                                               --------    --------
Identifiable intangible assets, net .........  $284,842    $305,783
                                               --------    --------
</TABLE>

8. LONG-TERM DEBT

     Long-term debt was summarized as follows:

<TABLE>
<CAPTION>
                                                  Fixed(F) or
                                    Interest      Variable(V)     Interest      Dec. 31,    Jan. 2,
                      Maturity        Rate           Rate           Paid          2000       2000
                    ----------- ---------------- ------------ --------------- ----------- ----------
In Thousands
<S>                 <C>         <C>              <C>          <C>             <C>         <C>
Lines of Credit        2002               6.99%        V           Varies      $ 12,900    $ 46,600
Term Loan Agreement    2004               7.14%        V           Varies        85,000      85,000
Term Loan Agreement    2005               7.14%        V           Varies        85,000      85,000
Medium-Term Notes      2000              10.00%        F       Semi-annually                 25,500
Medium-Term Notes      2002               8.56%        F       Semi-annually     47,000      47,000
Debentures             2007               6.85%        F       Semi-annually    100,000     100,000
Debentures             2009               7.20%        F       Semi-annually    100,000     100,000
Debentures             2009               6.38%        F       Semi-annually    250,000     250,000
Other notes payable 2001-2006      5.75%-10.00%        F           Varies        12,250      13,499
                                                                               --------    --------
                                                                                692,150     752,599
Less: Portion of long-term debt payable within one year ...................       9,904      28,635
                                                                               --------    --------
Long-term debt ............................................................    $682,246    $723,964
                                                                               --------    --------
</TABLE>

                                       28
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The principal maturities of long-term debt outstanding on December 31, 2000
were as follows:

<TABLE>
<CAPTION>
In Thousands
<S>                            <C>
2001 .........................  $  9,904
2002 .........................    62,121
2003 .........................        25
2004 .........................    85,020
2005 .........................    85,000
Thereafter ...................   450,080
                                --------
Total long-term debt .........  $692,150
                                --------
</TABLE>

     In December 1997, the Company extended the maturity date of the revolving
credit facility to December 2002 for borrowings of up to $170 million. The
agreement contains several covenants which establish ratio requirements related
to debt, interest expense and cash flow. A facility fee of 1/8% per year on the
banks' commitment is payable quarterly. There was no outstanding balance under
this facility as of December 31, 2000.

     The Company borrows from time to time under lines of credit from various
banks. On December 31, 2000, the Company had approximately $170 million of
credit available under these lines, of which $12.9 million was outstanding.
Loans under these lines are made at the sole discretion of the banks at rates
negotiated at the time of borrowing. The Company intends to renew such
borrowings as they mature. To the extent that these borrowings and the
borrowings under the revolving credit facility do not exceed the amount
available under the Company's $170 million revolving credit facility, they are
classified as noncurrent liabilities.

     On January 22, 1999, the Company filed an $800 million shelf registration
for debt and equity securities (which included $200 million of unused
availability from a prior shelf registration). On April 26, 1999 the Company
issued $250 million of 10-year debentures at a fixed interest rate of 6.375%.
The Company subsequently entered into interest rate swap agreements totaling
$100 million related to the newly issued debentures. The net proceeds from this
issuance were used principally for refinancing of short-term debt related to the
purchase of leased assets, with the remainder used to repay other bank debt.

     After taking into account all of the interest rate hedging activities, the
Company had a weighted average interest rate of 7.1% for the debt portfolio as
of December 31, 2000 compared to 7.0% at January 2, 2000. The Company's overall
weighted average borrowing rate on its long-term debt was 7.3%, 6.8% and 7.1%
for 2000, 1999 and 1998, respectively.

     As of December 31, 2000, after taking into account all of the interest rate
hedging activities, approximately $284 million or 41% of the total debt
portfolio was subject to changes in short-term interest rates.

     If average interest rates for the Company's debt portfolio increased by 1%,
annual interest expense for the year ended December 31, 2000 would have
increased by approximately $3 million and net income would have been reduced by
approximately $1.9 million.


9. DERIVATIVE FINANCIAL INSTRUMENTS

     The Company uses interest rate hedging products to modify risk from
interest rate fluctuations in its underlying debt. The Company has historically
used derivative financial instruments from time to time to achieve a targeted
fixed/floating rate mix. This target is based upon anticipated cash flows from
operations relative to the Company's debt level and the potential impact of
increases in interest rates on the Company's overall financial condition.

     The Company does not use derivative financial instruments for trading or
other speculative purposes nor does it use leveraged financial instruments. All
of the Company's outstanding interest rate swap agreements are LIBOR-based.

                                       29
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Derivative financial instruments were summarized as follows:

<TABLE>
<CAPTION>
                                          December 31, 2000        January 2, 2000
                                       ------------------------ ----------------------
                                         Notional    Remaining   Notional   Remaining
                                          Amount       Term       Amount       Term
                                       ----------- ------------ ---------- -----------
In Thousands
<S>                                    <C>         <C>          <C>        <C>
Interest rate swaps-floating .........                           $ 60,000  3.75 years
Interest rate swaps-fixed ............                             60,000  3.75 years
Interest rate swaps-fixed ............                             50,000     5 years
Interest rate swaps-floating ......... $100,000    8.25 years     100,000  9.25 years
Interest rate cap ....................                             35,000   0.5 years
</TABLE>

     The Company had interest rate swaps with a notional amount of $100 million
at December 31, 2000, compared to $270 million as of January 2, 2000. In
September 2000, the Company terminated three interest rate swaps with a total
notional amount of $170 million. The gains or losses on the termination of these
swaps are being amortized over the remaining term of the initial swap
agreements.

     The counterparties to these contractual arrangements are major financial
institutions with which the Company also has other financial relationships. The
Company is exposed to credit loss in the event of nonperformance by these
counterparties. However, the Company does not anticipate nonperformance by the
other parties.


10. FAIR VALUES OF FINANCIAL INSTRUMENTS

     The following methods and assumptions were used by the Company in
estimating the fair values of its financial instruments:


Public Debt

     The fair values of the Company's public debt are based on estimated market
prices.


Non-Public Variable Rate Long-Term Debt

     The carrying amounts of the Company's variable rate borrowings approximate
their fair values.


Non-Public Fixed Rate Long-Term Debt

     The fair values of the Company's fixed rate long-term borrowings are
estimated using discounted cash flow analyses based on the Company's current
incremental borrowing rates for similar types of borrowing arrangements.


Derivative Financial Instruments

     Fair values for the Company's interest rate swaps are based on current
settlement values.

     The carrying amounts and fair values of the Company's balance sheet and
off-balance-sheet instruments were as follows:

<TABLE>
<CAPTION>
                                                  December 31, 2000        January 2, 2000
                                               ----------------------- -----------------------
                                                 Carrying      Fair      Carrying      Fair
                                                  Amount      Value       Amount      Value
                                               ----------- ----------- ----------- -----------
In Thousands
<S>                                            <C>         <C>         <C>         <C>
Balance Sheet Instruments
- ----------------------------------------------
 Public debt .................................  $497,000    $480,687    $522,500    $ 484,354
 Non-public variable rate long-term debt .....   182,900     182,900     216,600      216,600
 Non-public fixed rate long-term debt ........    12,250      12,433      13,499       13,670
Off-Balance-Sheet Instruments
- -----------------------------------------------
 Interest rate swaps .........................                (1,669)                 (12,174)
</TABLE>

                                       30
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The fair values of the interest rate swaps at December 31, 2000 and January
2, 2000, represent the estimated amounts the Company would have had to pay to
terminate these agreements.


11. COMMITMENTS AND CONTINGENCIES

     Operating lease payments are charged to expense as incurred. Such rental
expenses included in the consolidated statements of operations were $15.7
million, $13.7 million and $28.9 million for 2000, 1999 and 1998, respectively.


     The following is a summary of future minimum lease payments for all capital
and operating leases as of December 31, 2000.

<TABLE>
<CAPTION>
                                                                 Capital Leases   Operating Leases     Total
                                                                ---------------- ------------------ ----------
In Thousands
<S>                                                             <C>              <C>                <C>
2001 ..........................................................      $3,325            $16,481       $19,806
2002 ..........................................................       1,290             11,859        13,149
2003 ..........................................................         671              9,954        10,625
2004 ..........................................................         208              8,997         9,205
2005 ..........................................................                          8,549         8,549
Thereafter ....................................................                         35,749        35,749
                                                                     ------            -------       -------
Total minimum lease payments ..................................      $5,494            $91,589       $97,083
                                                                     ------            -------       -------
Less: Amounts representing interest ...........................         395
                                                                     ------
Present value of minimum lease payments .......................       5,099
                                                                     ------
Less: Current portion of obligations under capital leases .....       3,325
                                                                     ------
Long-term portion of obligations under capital leases .........      $1,774
                                                                     ------
</TABLE>

     The Company is a member of South Atlantic Canners, Inc. ("SAC"), a
manufacturing cooperative, from which it is obligated to purchase a specified
number of cases of finished product on an annual basis. The minimal annual
purchases are approximately $40 million.

     The Company guarantees a portion of the debt for one cooperative from which
the Company purchases plastic bottles. The Company also guarantees a portion of
debt for SAC. See Note 15 to the consolidated financial statements for
additional information concerning these financial guarantees. The total of all
debt guarantees on December 31, 2000 was $35.7 million.

     The Company has entered into a purchase agreement for aluminum cans on an
annual basis through 2003. The estimated annual purchases under this agreement
are approximately $100 million for 2001, 2002 and 2003.

     On August 3, 1999, North American Container, Inc. ("NAC") filed a Complaint
For Patent Infringement and Jury Demand (the "Complaint") against the Company
and a number of other defendants in the United States District Court for the
Northern District of Texas, Dallas Division, alleging that certain unspecified
blow-molded plastic containers used, made, sold, offered for sale and/or used by
the Company and other defendants infringe certain patents owned by the
plaintiff. NAC seeks an unspecified amount of compensatory damages for prior
infringement, seeks to have those damages trebled, seeks pre-judgment and
post-judgment interest, seeks attorneys fees and seeks an injunction prohibiting
future infringement and ordering the destruction of all infringing containers
and machinery used in connection with the manufacture of the infringing
products. The original Complaint names forty-two other defendants and additional
defendants have been added by amendment. The Company has obtained partial
indemnification from its suppliers for all damages it may incur in connection
with this proceeding. The Company has filed an answer to the Complaint, as
amended, and has denied the material allegations of NAC and seeks recovery of
attorney fees by having the case declared exceptional. The Company has also
filed a counterclaim seeking a declaration of invalidity and non-infringement. A
claims construction hearing was held in December 2000. The Court-appointed
Special Master has advised the Company to expect a ruling in April 2001.

                                       31
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The Company is involved in other various claims and legal proceedings which
have arisen in the ordinary course of its business. The Company believes that
the ultimate disposition of the above noted litigation and its other claims and
legal proceedings will not have a material adverse effect on the financial
condition, cash flows or results of operations of the Company.


12. INCOME TAXES

     The provision for income taxes consisted of the following:

<TABLE>
<CAPTION>
                                          Fiscal Year
                                   --------------------------
                                     2000     1999     1998
                                   -------- -------- --------
In Thousands
<S>                                <C>      <C>      <C>
Current:
 Federal .........................  $   --   $   --   $   --
                                    ------   ------   ------
Total current provision ..........      --       --       --
                                    ------   ------   ------
Deferred:
 Federal .........................     865      206    6,378
 State ...........................   2,676    1,539    1,989
                                    ------   ------   ------
Total deferred provision .........   3,541    1,745    8,367
                                    ------   ------   ------
Income tax expense ...............  $3,541   $1,745   $8,367
                                    ------   ------   ------
</TABLE>

     Deferred income taxes are recorded based upon differences between the
financial statement and tax bases of assets and liabilities and available tax
credit carryforwards. Temporary differences and carryforwards that comprised
deferred income tax assets and liabilities were as follows:

<TABLE>
<CAPTION>
                                                               Dec. 31,      Jan. 2,
                                                                 2000         2000
                                                            ------------- ------------
In Thousands
<S>                                                         <C>           <C>
Intangible assets .........................................  $  105,746    $  90,577
Depreciation ..............................................      83,943       66,257
Investment in Piedmont Coca-Cola Bottling Partnership .....      27,428       25,855
Lease obligations .........................................      19,775       19,775
Other .....................................................       8,666        8,340
                                                             ----------    ---------
Gross deferred income tax liabilities .....................     245,558      210,804
                                                             ----------    ---------
Net operating loss carryforwards ..........................     (45,399)     (32,413)
Leased assets .............................................     (15,820)     (15,820)
AMT credits ...............................................     (12,030)      (9,978)
Deferred compensation .....................................     (13,822)     (12,881)
Postretirement benefits ...................................     (11,858)     (12,071)
Interest rate swap terminations ...........................      (2,624)      (3,196)
Other .....................................................      (5,020)      (9,831)
                                                             ----------    ---------
Gross deferred income tax assets ..........................    (106,573)     (96,190)
                                                             ----------    ---------
Deferred income tax liability .............................  $  138,985    $ 114,614
                                                             ----------    ---------
</TABLE>

     Net current deferred tax assets of $9.7 million and $9.6 million were
included in prepaid expenses and other current assets on December 31, 2000 and
January 2, 2000, respectively.

                                       32
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Reported income tax expense is reconciled to the amount computed on the
basis of income before income taxes at the statutory rate as follows:

<TABLE>
<CAPTION>
                                                                 Fiscal Year
                                                        -----------------------------
                                                           2000      1999      1998
                                                        --------- --------- ---------
In Thousands
<S>                                                     <C>       <C>       <C>
Statutory expense .....................................  $3,442    $1,745    $8,135
Amortization of franchise and goodwill assets .........     418       373       369
State income taxes, net of federal benefit ............       9      (281)      463
Other .................................................    (328)      (92)     (600)
                                                         ------    ------    ------
Income tax expense ....................................  $3,541    $1,745    $8,367
                                                         ======    ======    ======
</TABLE>

     On December 31, 2000, the Company had $114 million and $80 million of
federal and state net operating losses, respectively, available to reduce future
income taxes. The net operating loss carryforwards expire in varying amounts
through 2020.


13. CAPITAL TRANSACTIONS

     On March 8, 1989, the Company granted J. Frank Harrison, Jr. an option for
the purchase of 100,000 shares of Common Stock exercisable at the closing
market price of the stock on the day of grant. The closing market price of the
stock on March 8, 1989 was $27.00 per share. The option is exercisable, in
whole or in part, at any time at the election of Mr. Harrison, Jr. over a
period of 15 years from the date of grant. This option has not been exercised
with respect to any such shares.

     On August 9, 1989, the Company granted J. Frank Harrison, III an option for
the purchase of 150,000 shares of Common Stock exercisable at the closing market
price of the stock on the day of grant. The closing market price of the stock on
August 9, 1989 was $29.75 per share. The option may be exercised, in whole or in
part, during a period of 15 years beginning on the date of grant. This option
has not been exercised with respect to any such shares.

     Effective November 23, 1998, J. Frank Harrison, Jr. exchanged 792,796
shares of the Company's Common Stock for 792,796 shares of Class B Common Stock
in a transaction previously approved by the Company's Board of Directors (the
"Harrison Exchange"). Mr. Harrison already owned the shares of Common Stock used
to make this exchange. This exchange took place in connection with a series of
simultaneous transactions related to Mr. Harrison Jr.'s personal estate
planning, the net effect of which was to transfer the entire ownership interest
in the Company previously held by Mr. Harrison and certain Harrison family
trusts into three Harrison family limited partnerships. J. Frank Harrison, Jr.,
in his capacity of Manager for J. Frank Harrison Family, LLC (the general
partner of the three family limited partnerships), exercises sole voting and
investment power with respect to the shares of the Company's Common Stock and
Class B Common Stock held by the family limited partnerships.

     Pursuant to a Stock Rights and Restriction Agreement dated January 27,
1989, between the Company and The Coca-Cola Company, in the event that the
Company issues new shares of Class B Common Stock upon the exchange or exercise
of any security, warrant or option of the Company which results in The Coca-Cola
Company owning less than 20% of the outstanding shares of Class B Common Stock
and less than 20% of the total votes of all outstanding shares of all classes of
the Company, The Coca-Cola Company has the right to exchange shares of Common
Stock for shares of Class B Common Stock in order to maintain its ownership of
20% of the outstanding shares of Class B Common Stock and 20% of the total votes
of all outstanding shares of all classes of the Company. Under the Stock Rights
and Restrictions Agreement, The Coca-Cola Company also has a preemptive right to
purchase a percentage of any newly issued shares of any class as necessary to
allow it to maintain ownership of both 29.67% of the outstanding shares of
Common Stock of all classes and 22.59% of the total votes of all outstanding
shares of all classes. Effective November 23, 1998, in connection with the
Harrison Exchange and the related Harrison family limited partnership
transactions, The Coca-Cola Company, in the exercise of its rights under the
Stock Rights and Restrictions Agreement, exchanged 228,512 shares of the
Company's Common Stock which it held for 228,512 shares of the Company's Class B
Common Stock.

                                       33
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     On May 12, 1999, the stockholders of the Company approved a restricted
stock award for J. Frank Harrison, III, the Company's Chairman of the Board of
Directors and Chief Executive Officer, consisting of 200,000 shares of the
Company's Class B Common Stock. The award provides that the shares of restricted
stock would vest at the rate of 20,000 shares per year over a ten-year period.
The vesting of each annual installment is contingent upon the Company achieving
at least 80% of the Overall Goal Achievement Factor for the six selected
performance indicators used in determining bonuses for all officers under the
Company's Annual Bonus Plan. In 2000, the Company achieved more than 80% of the
Overall Goal Achievement Factor which resulted in the vesting of 20,000 shares,
effective as of January 1, 2001. Compensation expense in 2000 related to the
restricted stock award was $1.4 million. In 1999, the Company did not achieve at
least 80% of the Overall Goal Achievement Factor and thus, the 20,000 shares of
restricted stock for 1999 did not vest.


14. BENEFIT PLANS

     Retirement benefits under the Company's principal pension plan are based on
the employee's length of service, average compensation over the five consecutive
years which gives the highest average compensation and the average of the Social
Security taxable wage base during the 35-year period before a participant
reaches Social Security retirement age. Contributions to the plan are based on
the projected unit credit actuarial funding method and are limited to the
amounts that are currently deductible for tax purposes.

     The following tables set forth a reconciliation of the beginning and ending
balances of the projected benefit obligation, a reconciliation of beginning and
ending balances of the fair value of plan assets and funded status of the two
Company-sponsored pension plans:

<TABLE>
<CAPTION>
                                                                  Fiscal Year
                                                            ----------------------
                                                                2000       1999
                                                            ----------- ----------
In Thousands
<S>                                                         <C>         <C>
Projected benefit obligation at beginning of year .........  $ 81,121    $ 82,898
Service cost ..............................................     3,606       3,375
Interest cost .............................................     6,180       5,508
Actuarial gain ............................................    (1,732)     (9,499)
Acquisition ...............................................                 1,500
Benefits paid .............................................    (2,855)     (2,661)
Other .....................................................        33
                                                             --------    --------
Projected benefit obligation at end of year ...............  $ 86,353    $ 81,121
                                                             --------    --------
Fair value of plan assets at beginning of year ............  $ 88,609    $ 74,624
Actual return on plan assets ..............................    (1,100)     12,489
Employer contributions ....................................     3,069       2,222
Acquisition ...............................................                 1,935
Benefits paid .............................................    (2,855)     (2,661)
                                                             --------    --------
Fair value of plan assets at end of year ..................  $ 87,723    $ 88,609
                                                             --------    --------
</TABLE>


<TABLE>
<CAPTION>
                                                                Dec. 31,   Jan. 2,
                                                                  2000      2000
                                                               --------- ----------
<S>                                                            <C>       <C>
Funded status of the plans ...............................      $1,370     $7,489
Unrecognized prior service cost ..........................        (324)      (491)
Unrecognized net loss ....................................       8,012        680
                                                                ------     ------
Prepaid pension cost .....................................      $9,058     $7,678
                                                                ------     ------
</TABLE>

     Prepaid pension costs are included in other assets.

                                       34
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Net periodic pension cost for the Company-sponsored pension plans included
the following:

<TABLE>
<CAPTION>
                                                                     Fiscal Year
                                                         -----------------------------------
                                                             2000        1999        1998
                                                         ----------- ----------- -----------
In Thousands
<S>                                                      <C>         <C>         <C>
Service cost ...........................................  $  3,606    $  3,375    $  2,586
Interest cost ..........................................     6,180       5,508       4,934
Estimated return on plan assets ........................    (7,963)     (6,659)     (6,303)
Amortization of unrecognized transitional assets .......                               (70)
Amortization of prior service cost .....................      (133)       (135)       (150)
Recognized net actuarial loss ..........................                   965           7
                                                          --------    --------    --------
Net periodic pension cost ..............................  $  1,690    $  3,054    $  1,004
                                                          --------    --------    --------
</TABLE>

     The weighted average rate assumptions used in determining pension costs and
the projected benefit obligation were:

<TABLE>
<CAPTION>
                                                                                         2000        1999
                                                                                      ----------  ----------
<S>                                                                                   <C>         <C>
Weighted average discount rate used in determining the actuarial present value of the
 projected benefit obligation .......................................................     7.75%       7.75%
Weighted average expected long-term rate of return on plan assets ...................     9.00%       9.00%
Weighted average rate of compensation increase ......................................     4.00%       4.00%
</TABLE>

     The Company provides a 401(k) Savings Plan for substantially all of its
employees who are not part of collective bargaining agreements. Under provisions
of the Savings Plan, an employee is vested with respect to Company contributions
upon the completion of two years of service with the Company. The total cost for
this benefit in 2000, 1999 and 1998 was $3.1 million, $3.2 million and $2.0
million, respectively.

     The Company currently provides employee leasing and management services to
employees of Piedmont and SAC. Piedmont and SAC employees participate in the
Company's employee benefit plans.

     The Company provides postretirement benefits for substantially all of its
employees. The Company recognizes the cost of postretirement benefits, which
consist principally of medical benefits, during employees' periods of active
service. The Company does not pre-fund these benefits and has the right to
modify or terminate certain of these benefits in the future.

                                       35
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The following tables set forth a reconciliation of the beginning and ending
balances of the benefit obligation, a reconciliation of the beginning and ending
balances of fair value of plan assets and funded status of the Company's
postretirement plan:

<TABLE>
<CAPTION>
                                                             Fiscal Year
                                                         ----------------------
                                                             2000       1999
                                                         ----------- ----------
In Thousands
<S>                                                      <C>         <C>
Benefit obligation at beginning of year ................  $ 36,501    $ 39,779
Service cost ...........................................       852         954
Interest cost ..........................................     2,816       2,608
Plan participants' contributions .......................       607         614
Actuarial (gain) loss ..................................    10,251      (4,994)
Benefits paid ..........................................    (3,067)     (2,460)
                                                          --------    --------
Benefit obligation at end of year ......................  $ 47,960    $ 36,501
                                                          --------    --------
Fair value of plan assets at beginning of year .........  $     --    $     --
Employer contributions .................................     2,460       1,846
Plan participants' contributions .......................       607         614
Benefits paid ..........................................    (3,067)     (2,460)
                                                          --------    --------
Fair value of plan assets at end of year ...............  $     --    $     --
                                                          --------    --------
</TABLE>

<TABLE>
<CAPTION>
                                                               Dec. 31,      Jan. 2,
                                                                 2000          2000
                                                            ------------- -------------
In Thousands
<S>                                                         <C>           <C>
Funded status of the plan .................................   $ (47,960)    $ (36,501)
Unrecognized net loss .....................................      21,414        11,656
Unrecognized prior service cost ...........................        (271)         (295)
Contributions between measurement date and fiscal year-end          864           483
                                                              ---------     ---------
Accrued liability .........................................   $ (25,953)    $ (24,657)
                                                              ---------     ---------
</TABLE>

     The components of net periodic postretirement benefit cost were as follows:


<TABLE>
<CAPTION>
                                                                     Fiscal Year
                                                          -------------------------------
                                                             2000       1999       1998
                                                          ---------- ---------- ---------
In Thousands
<S>                                                       <C>        <C>        <C>
Service cost ............................................   $  852     $  954    $  604
Interest cost ...........................................    2,816      2,608     2,350
Amortization of unrecognized transitional assets ........      (25)       (25)      (25)
Recognized net actuarial loss ...........................      493        745       422
                                                            ------     ------    ------
Net periodic postretirement benefit cost ................   $4,136     $4,282    $3,351
                                                            ------     ------    ------
</TABLE>

     The weighted average discount rate used to estimate the postretirement
benefit obligation was 7.75% as of December 31, 2000 and January 2, 2000.

     The weighted average health care cost trend used in measuring the
postretirement benefit expense was 5.25% in 2000 and is projected to remain at
that level thereafter. A 1% increase or decrease in this annual cost trend would
have impacted the postretirement benefit obligation and net periodic
postretirement benefit cost as follows:

<TABLE>
<CAPTION>
                                                                    In Thousands
                                                             --------------------------
Impact on                                                     1% Increase   1% Decrease
- ---------                                                    ------------- ------------
<S>                                                          <C>           <C>
Postretirement benefit obligation at December 31, 2000 .....     $5,213      $ (4,280)
Net periodic postretirement benefit cost in 2000 ...........        663          (525)
</TABLE>

                                       36
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. RELATED PARTY TRANSACTIONS

     The Company's business consists primarily of the production, marketing and
distribution of soft drink products of The Coca-Cola Company, which is the sole
owner of the secret formulas under which the primary components (either
concentrates or syrups) of its soft drink products are manufactured.
Accordingly, the Company purchases a substantial majority of its requirements of
concentrates and syrups from The Coca-Cola Company in the ordinary course of its
business. The Company paid The Coca-Cola Company approximately $237 million,
$258 million and $225 million in 2000, 1999 and 1998, respectively, for
sweetener, syrup, concentrate and other miscellaneous purchases. Additionally,
the Company engages in a variety of marketing programs, local media advertising
and similar arrangements to promote the sale of products of The Coca-Cola
Company in bottling territories operated by the Company. Direct marketing
funding support provided to the Company by The Coca-Cola Company was
approximately $51 million, $55 million and $52 million in 2000, 1999 and 1998,
respectively. Additionally, the Company earned approximately $1 million, $15
million and $16 million in 2000, 1999 and 1998, respectively, related to cold
drink infrastructure support. The marketing funding related to cold drink
infrastructure support is covered under a multi-year agreement which includes
certain annual performance requirements. The Company is in compliance with all
such performance requirements, as amended. In addition, the Company paid
approximately $26 million, $29 million and $28 million in 2000, 1999 and 1998,
respectively, for local media and marketing program expense pursuant to
cooperative advertising and cooperative marketing arrangements with The
Coca-Cola Company.

     The Company has a production arrangement with Coca-Cola Enterprises Inc.
("CCE") to buy and sell finished products at cost. The Coca-Cola Company has
significant equity interests in the Company and CCE. As of December 31, 2000,
CCE has a 7.0% equity interest in the Company's total outstanding stock. Sales
to CCE under this agreement were $20.0 million, $21.0 million and $24.0 million
in 2000, 1999 and 1998, respectively. Purchases from CCE under this arrangement
were $15.0 million, $15.3 million and $15.3 million in 2000, 1999 and 1998,
respectively.

     In December 1996, the Board of Directors awarded a retirement benefit to J.
Frank Harrison, Jr., Chairman-Emeritus of the Board of Directors of the Company,
for, among other things, his past service to the Company. The Company recorded a
non-cash, after-tax charge of $2.7 million in the fourth quarter of 1996 related
to this agreement. Additionally, the Company entered into an agreement for
consulting services with J. Frank Harrison, Jr. beginning in 1997. Payments in
2000, 1999 and 1998 related to the consulting services agreement totaled
$200,000 each year.

     On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont. The
Company and The Coca-Cola Company, through their respective subsidiaries, each
beneficially own a 50% interest in Piedmont. The Company provides a portion of
the soft drink products for Piedmont at cost and receives a fee for managing the
operations of Piedmont pursuant to a management agreement. The Company sold
product at cost to Piedmont during 2000, 1999 and 1998 totaling $53.5 million,
$56.4 million and $55.8 million, respectively.

     The Company received $13.6 million, $14.2 million and $14.2 million for
management services pursuant to its management agreement with Piedmont for 2000,
1999 and 1998, respectively.

     The Company also subleases various fleet and vending equipment to Piedmont
at cost. These sublease rentals amounted to $11.0 million, $10.0 million and
$7.1 million in 2000, 1999 and 1998, respectively. In addition, Piedmont
subleases various fleet and vending equipment to the Company at cost. These
sublease rentals amounted to $.2 million, $.2 million and $1.6 million in 2000,
1999 and 1998, respectively.

     On November 30, 1992, the Company and the previous owner of the Company's
Snyder Production Center in Charlotte, North Carolina agreed to the early
termination of the Company's lease. Harrison Limited Partnership One ("HLP")
purchased the property contemporaneously with the termination of the lease, and
the Company leased its Snyder Production Center from HLP pursuant to a ten-year
lease that was to expire on November 30, 2002. HLP's sole general partner is a
corporation of which J. Frank Harrison, Jr. is the sole shareholder. HLP's sole
limited partner is a trust of which J. Frank Harrison, III, Chairman of the
Board of Directors and Chief Executive Officer of the Company, and Reid M.
Henson, Director of the Company are co-trustees. On August 9, 2000, a Special
Committee of the Board of Directors approved the sale of property and
improvements adjacent to the Snyder Production Center to HLP and a new lease of
both the conveyed property and the Snyder Production Center from HLP, which
expires on December 31, 2010. The sale closed on December 15,

                                       37
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2000 at a price of $10.5 million. The annual base rent the Company is obligated
to pay for its lease of this property is subject to adjustment for an inflation
factor and for increases or decreases in interest rates, using LIBOR as the
measurement device. Rent expense for this property totaled $2.9 million, $2.6
million and $2.7 million in 2000, 1999 and 1998, respectively.

     In May 2000, the Company entered into a five-year consulting agreement
with Reid M. Henson. Mr. Henson served as a Vice Chairman of the Board of
Directors from 1983 to May 2000. Payments in 2000 related to the consulting
agreement totaled $204,000.

     On June 1, 1993, the Company entered into a lease agreement with Beacon
Investment Corporation related to the Company's headquarters office building.
Beacon Investment Corporation's sole shareholder is J. Frank Harrison, III. On
January 5, 1999, the Company entered into a new 10-year lease agreement with
Beacon Investment Corporation which includes the Company's headquarters office
building and an adjacent office facility. The annual base rent the Company is
obligated to pay under this lease is subject to adjustment for increases in the
Consumer Price Index and for increases or decreases in interest rates using the
Adjusted Eurodollar Rate as the measurement device. Rent expense under this
lease totaled $3.6 million and $3.1 million in 2000 and 1999, respectively. Rent
expense under the previous lease totaled $2.1 million in 1998.

     The Company is a shareholder in two cooperatives from which it purchases
substantially all its requirements for plastic bottles. Net purchases from these
entities were approximately $49 million, $45 million and $50 million in 2000,
1999 and 1998, respectively. In connection with its participation in one of
these cooperatives, the Company has guaranteed a portion of the cooperative's
debt. Such guarantee amounted to $20.4 million as of December 31, 2000.

     The Company is a member of SAC, a manufacturing cooperative. SAC sells
finished products to the Company and Piedmont at cost. The Company also manages
the operations of SAC pursuant to a management agreement. Management fees from
SAC were $1.0 million, $1.3 million and $1.2 million in 2000, 1999 and 1998,
respectively. Also, the Company has guaranteed a portion of debt for SAC. Such
guarantee was $15.0 million as of December 31, 2000.

     The Company purchases certain computerized data management products and
services related to inventory control and marketing program support from Data
Ventures LLC ("Data Ventures"), a Delaware limited liability company in which
the Company holds a 31.25% equity interest. Also, J. Frank Harrison, III,
Chairman of the Board of Directors and Chief Executive Officer of the Company,
holds a 32.5% equity interest in Data Ventures. On September 30, 1997, Data
Ventures obtained a $1.9 million unsecured line of credit from the Company. In
December 1999, this line of credit was increased to $3.0 million. Data Ventures
was indebted to the Company for $2.8 million and $2.1 million as of December 31,
2000 and January 2, 2000, respectively. The Company purchased products and
services from Data Ventures for $414,000, $154,000 and $237,000 in 2000, 1999
and 1998, respectively.


16. RESTRUCTURING

     In November 1999, the Company announced a plan to restructure its
operations by consolidating sales divisions and reducing its workforce.
Approximately 300 positions were eliminated as a result of the restructuring.
The Company recorded a pre-tax restructuring charge of $2.2 million in the
fourth quarter of 1999, which was funded by cash flow from operations. The
restructuring has been completed and substantially all amounts have been paid.

                                       38
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

17. EARNINGS PER SHARE

     The following table sets forth the computation of basic net income per
share and diluted net income per share:

<TABLE>
<CAPTION>
                                                                                          2000        1999        1998
                                                                                      ----------- ----------- ------------
In Thousands (Except Per Share Data)
<S>                                                                                   <C>         <C>         <C>
 Numerator:
- -----------
 Numerator for basic net income and diluted net income ..............................   $ 6,294     $ 3,241     $ 14,878
                                                                                        -------     -------     --------
 Denominator:
- -------------
 Denominator for basic net income per share -- weighted average common shares .......     8,733       8,588        8,365
 Effect of dilutive securities -- Stock options .....................................        89         120          130
                                                                                        -------     -------     --------
 Denominator for diluted net income per share -- adjusted weighted average common
   shares ...........................................................................     8,822       8,708        8,495
                                                                                        =======     =======     ========
 Basic net income per share .........................................................   $   .72     $   .38     $   1.78
                                                                                        =======     =======     ========
 Diluted net income per share .......................................................   $   .71     $   .37     $   1.75
                                                                                        =======     =======     ========
</TABLE>

18. RISKS AND UNCERTAINTIES

     Approximately 90% of the Company's sales are products of The Coca-Cola
Company, which is the sole supplier of the concentrate required to manufacture
these products. The remaining 10% of the Company's sales are products of various
other beverage companies. The Company has bottling contracts under which it has
various requirements to meet. Failure to meet the requirements of these bottling
contracts could result in the loss of distribution rights for the respective
product.

     The Company currently obtains all of its aluminum cans from one domestic
supplier. The Company currently obtains all of its PET bottles from two domestic
cooperatives. The inability of either of these aluminum can or PET bottle
suppliers to meet the Company's requirement for containers could result in
short-term shortages until alternative sources of supply could be located. The
Company attempts to mitigate these risks by working closely with key suppliers
and by purchasing business interruption insurance where appropriate.

     The Company makes significant expenditures each year on fuel for product
delivery. Material increases in the cost of fuel may result in a reduction in
earnings to the extent the Company is not able to increase its selling prices to
offset the increase in fuel costs.

     Certain liabilities of the Company are subject to risk of changes in both
long-term and short-term interest rates. These liabilities include floating rate
debt, leases with payments determined on floating interest rates, postretirement
benefit obligations and the Company's nonunion pension liability.

     Less than 10% of the Company's labor force is currently covered by
collective bargaining agreements. Three collective bargaining contracts covering
approximately 1% of the Company's employees expire during 2001.

     In March 2000, at the end of a collective bargaining agreement in
Huntington, West Virginia, the Company and Teamsters Local Union 505 were unable
to reach agreement on wages and benefits. The union elected to strike and other
Teamster-represented sales centers in West Virginia joined in a sympathy strike.
As of August 7, 2000, the Company and the respective local unions settled all
outstanding issues.

     Material changes in the performance requirements or decreases in levels of
marketing funding historically provided under marketing programs with The
Coca-Cola Company and other franchisers, or the Company's inability to meet the
performance requirements for the anticipated levels of such marketing funding
support payments, would adversely affect future earnings. The Coca-Cola Company
is under no obligation to continue marketing funding at past levels.

                                       39
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

19. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

     Changes in current assets and current liabilities affecting cash, net of
effects of acquisitions and divestitures, were as follows:

<TABLE>
<CAPTION>
                                                                                  Fiscal Year
                                                                     --------------------------------------
                                                                         2000         1999         1998
                                                                     ------------ ------------ ------------
In Thousands
<S>                                                                  <C>          <C>          <C>
Accounts receivable, trade, net ....................................  $  (2,294)    $ (1,017)    $ (1,304)
Accounts receivable from The Coca-Cola Company .....................        638        4,073       (5,401)
Accounts receivable, other .........................................      5,691       (5,419)         862
Inventories ........................................................        712       (2,487)      (1,612)
Prepaid expenses and other assets ..................................       (757)       2,542       (2,778)
Accounts payable and accrued liabilities ...........................    (15,353)      10,989        5,986
Accounts payable to The Coca-Cola Company ..........................      1,456       (2,848)       1,086
Accrued interest payable ...........................................     (6,347)       1,505        1,287
Due to (from) Piedmont Coca-Cola Bottling Partnership ..............     13,700        2,301        2,444
                                                                      ---------     --------     --------
(Increase) decrease in current assets less current liabilities .....  $  (2,554)    $  9,639     $    570
                                                                      ---------     --------     --------
</TABLE>

     Cash payments for interest and income taxes were as follows:

<TABLE>
<CAPTION>
                                                  Fiscal Year
                                        --------------------------------
                                           2000       1999       1998
                                        ---------- ---------- ----------
In Thousands
<S>                                     <C>        <C>        <C>
Interest ..............................  $58,736    $48,221    $38,046
Income taxes (net of refunds) .........    2,830      1,939      1,925
</TABLE>

20. NEW ACCOUNTING PRONOUNCEMENTS

     The Financial Accounting Standards Board ("FASB") has issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities." As
subsequently amended by FASB Statement No. 138, Statement No. 133 is effective
for all fiscal quarters of all fiscal years beginning after June 15, 2000.
Statement No. 133 will require the Company to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be adjusted
to fair value through income. If the derivative is a hedge, depending on the
nature of the hedge, changes in the fair value of derivatives will either be
offset against the change in fair value of the hedged assets, liabilities or
firm commitments through earnings or recognized in other comprehensive income
until the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in earnings.
The Company will adopt the provisions of Statement No. 133 in the first quarter
of 2001. The adoption of Statement No. 133 will not have a material impact on
the earnings and financial position of the Company.

                                       40
<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

21. QUARTERLY FINANCIAL DATA (UNAUDITED)

     Set forth below are unaudited quarterly financial data for the fiscal years
ended December 31, 2000 and January 2, 2000.

<TABLE>
<CAPTION>
                                                                 Quarter
                                              -----------------------------------------------
                                                   1           2           3           4
                                              ----------- ----------- ----------- -----------
In Thousands (Except Per Share Data)
<S>                                           <C>         <C>         <C>         <C>
Year Ended December 31, 2000
- ----------------------------
Net sales ...................................  $228,184    $270,933    $258,565    $237,452
Gross margin ................................   105,941     127,931     121,006     110,015
Net income (loss) ...........................    (1,957)      6,317       6,398      (4,464)
Basic net income (loss) per share ...........      (.22)        .72         .73        (.51)
Diluted net income (loss) per share .........      (.22)        .71         .73        (.51)
</TABLE>

<TABLE>
<CAPTION>
                                                                 Quarter
                                              -----------------------------------------------
                                                   1           2           3           4
                                              ----------- ----------- ----------- -----------
In Thousands (Except Per Share Data)
<S>                                           <C>         <C>         <C>         <C>
Year Ended January 2, 2000
- --------------------------
Net sales ...................................  $220,263    $261,037    $260,284    $230,967
Gross margin ................................    92,152     115,646     117,356     104,284
Restructuring expense .......................                                         2,232
Net income (loss) ...........................    (4,480)      6,166       5,827      (4,272)
Basic net income (loss) per share ...........      (.54)        .72         .67        (.49)
Diluted net income (loss) per share .........      (.54)        .71         .66        (.49)
</TABLE>

                                       41
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF COCA-COLA BOTTLING CO.
CONSOLIDATED

     In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Coca-Cola Bottling Co. Consolidated and its subsidiaries at December
31, 2000 and January 2, 2000, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedules listed
in the accompanying index present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedules are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States of America, which 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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.



PricewaterhouseCoopers LLP



Charlotte, North Carolina
February 14, 2001


                                       42
<PAGE>

     The financial statement schedule required by Regulation S-X is set forth in
response to Item 14 below.

     The supplementary data required by Item 302 of Regulation S-K is set forth
in Note 21 to the financial statements.


Item 9 -- Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

     Not applicable.


                                    PART III

Item 10 -- Directors and Executive Officers of the Company

     For information with respect to the executive officers of the Company, see
"Executive Officers of the Registrant" at the end of Part I of this Report. For
information with respect to the Directors of the Company, see the "Election of
Directors" section of the Proxy Statement for the 2001 Annual Meeting of
Stockholders to be filed with the Securities and Exchange Commission, which is
incorporated herein by reference. For information with respect to Section 16
reports for directors and executive officers of the Company, see the "Election
of Directors -- Section 16(a) Beneficial Ownership Reporting Compliance" section
of the Proxy Statement for the 2001 Annual Meeting of Stockholders.


Item 11 -- Executive Compensation

     For information with respect to executive and director compensation, see
the "Executive Compensation," "Report of the Compensation Committee on Executive
Compensation," "Compensation Committee Interlocks and Insider Participation,"
"Election of Directors -- The Board of Directors and its Committees" and "Common
Stock Performance Graph" sections of the Proxy Statement for the 2001 Annual
Meeting of Stockholders to be filed with the Securities and Exchange Commission,
which are incorporated herein by reference.



Item 12 -- Security Ownership of Certain Beneficial Owners and Management

     For information with respect to security ownership of certain beneficial
owners and management, see the "Principal Stockholders" and "Election of
Directors -- Beneficial Ownership of Management" sections of the Proxy Statement
for the 2001 Annual Meeting of Stockholders to be filed with the Securities and
Exchange Commission, which are incorporated herein by reference.



Item 13 -- Certain Relationships and Related Transactions

     For information with respect to certain relationships and related
transactions, see the "Certain Transactions" section of the Proxy Statement for
the 2001 Annual Meeting of Stockholders to be filed with the Securities and
Exchange Commission, which is incorporated herein by reference.


                                     PART IV

Item 14 -- Exhibits, Financial Statement Schedules and Reports on Form 8-K

     A.  List of Documents filed as part of this report.

         1. Financial Statements

            Consolidated Statements of Operations
            Consolidated Balance Sheets
            Consolidated Statements of Cash Flows
            Consolidated Statements of Changes in Stockholders' Equity
            Notes to Consolidated Financial Statements
            Report of Independent Accountants

         2. Financial Statement Schedule

            Schedule II -- Valuation and Qualifying Accounts and Reserves

            All other financial statements and schedules not listed have been
         omitted because the required information is included in the
         consolidated financial statements or the notes thereto, or is not
         applicable or required.

                                       43
<PAGE>

3. Listing of Exhibits:

<TABLE>
<CAPTION>
                                                                                        Incorporated by Reference
   Number     Description                                                                   or Filed Herewith
- -----------   -------------------------------------------------------------   ---------------------------------------------
<S>           <C>                                                             <C>
   (3.1)      Bylaws of the Company, as amended.                              Filed herewith.

   (3.2)      Restated Certificate of Incorporation of the Company.           Exhibit 3.1 to the Company's Registration
                                                                              Statement (No. 33-54657) on Form S-3.

   (4.1)      Specimen of Common Stock Certificate.                           Exhibit 4.1 to the Company's Registration
                                                                              Statement (No. 2-97822) on Form S-1.

   (4.2)      Specimen Fixed Rate Note under the Company's                    Exhibit 4.1 to the Company's Current Report
              Medium-Term Note Program, pursuant to which it may              on Form 8-K dated February 14, 1990.
              issue, from time to time, up to $200 million aggregate
              principal amount of its Medium-Term Notes, Series A.

   (4.3)      Indenture dated as of October 15, 1989 between the              Exhibit 4 to the Company's Registration
              Company and Manufacturers Hanover Trust Company of              Statement (No. 33-31784) on Form S-3 as
              California, as Trustee, in connection with the Company's        filed on February 14, 1990.
              $200 million shelf registration of its Medium-Term
              Notes, Series A, due from nine months to 30 years from
              date of issue.

   (4.4)      Supplemental Indenture, dated as of March 3, 1995,              Exhibit 4.15 to the Company's Annual Report,
              between the Company and NationsBank of Georgia,                 as amended, on Form 10-K/A-2 for the fiscal
              National Association, as Trustee.                               year ended January 1, 1995.

   (4.5)      Form of the Company's 6.85% Debentures due 2007.                Exhibit 4.1 to the Company's Quarterly
                                                                              Report on Form 10-Q for the quarter ended
                                                                              October 1, 1995.

   (4.6)      Loan Agreement dated as of November 20, 1995                    Exhibit 4.13 to the Company's Annual Report
              between the Company and LTCB Trust Company, as                  on Form 10-K for the fiscal year ended
              Agent, and other banks named therein.                           December 31, 1995.

   (4.7)      Amended and Restated Credit Agreement dated as of               Exhibit 4.14 to the Company's Annual Report
              December 21, 1995 between the Company and                       on Form 10-K for the fiscal year ended
              NationsBank, N.A., Bank of America National Trust and           December 31, 1995.
              Savings Association and other banks named therein.

   (4.8)      Amendment, dated as of July 22, 1997, to Loan                   Exhibit 4.1 to the Company's Quarterly
              Agreement dated November 20, 1995, between the                  Report on Form 10-Q for the quarter ended
              Company and LTCB Trust Company, as Agent, and                   June 29, 1997.
              other banks named therein.

   (4.9)      Form of the Company's 7.20% Debentures due 2009.                Exhibit 4.2 to the Company's Quarterly
                                                                              Report on Form 10-Q for the quarter ended
                                                                              June 29, 1997.

  (4.10)      Form of the Company's 6.375% Debentures due 2009.               Exhibit 4.1 to the Company's Quarterly
                                                                              Report on Form 10-Q for the quarter ended
                                                                              April 4, 1999.

  (4.11)      Assignment and Release Agreement, dated as of                   Exhibit 4.11 to the Company's Annual Report
              October 6, 1999, by and between The Long-Term Credit            on Form 10-K for the fiscal year ended
              Bank of Japan, Limited and General Electric Capital             January 2, 2000.
              Corporation.

  (4.12)      Second Amendment dated as of February 24, 2000 (to              Exhibit 4.12 to the Company's Annual Report
              Loan Agreement designated as Exhibit 4.6) by and                on Form 10-K for the fiscal year ended
              among the Company and General Electric Capital                  January 2, 2000.
              Corporation, as agent.

  (4.13)      The Registrant, by signing this report, agrees to furnish
              the Securities and Exchange Commission, upon its
              request, a copy of any instrument which defines the
              rights of holders of long-term debt of the Registrant and
              its subsidiaries for which consolidated financial
              statements are required to be filed, and which authorizes
              a total amount of securities not in excess of 10 percent
              of total assets of the Registrant and its subsidiaries on a
              consolidated basis.
</TABLE>

                                       44
<PAGE>

<TABLE>
<CAPTION>
                                                                                     Incorporated by Reference
  Number     Description                                                                 or Filed Herewith
- ----------   -----------------------------------------------------------   ---------------------------------------------
<S>          <C>                                                           <C>
 (10.1)      Employment Agreement of James L. Moore, Jr. dated as          Exhibit 10.2 to the Company's Annual Report
             of March 16, 1987. **                                         on Form 10-K for the fiscal year ended
                                                                           December 31, 1986.

 (10.2)      Amendment, dated as of May 18, 1994, to Employment            Exhibit 10.84 to the Company's Annual
             Agreement designated as Exhibit 10.1. **                      Report on Form 10-K for the fiscal year
                                                                           ended January 1, 1995.

 (10.3)      Stock Rights and Restrictions Agreement by and                Exhibit 28.01 to the Company's Current
             between Coca-Cola Bottling Co. Consolidated and The           Report on Form 8-K dated January 27, 1989.
             Coca-Cola Company dated January 27, 1989.

 (10.4)      Description and examples of bottling franchise                Exhibit 10.20 to the Company's Annual
             agreements between the Company and The Coca-Cola              Report on Form 10-K for the fiscal year
             Company.                                                      ended December 31, 1988.

 (10.5)      Lease, dated as of January 1, 1999, by and between the        Filed herewith.
             Company and the Ragland Corporation, related to the
             production/distribution facility in Nashville, Tennessee.

 (10.6)      Supplemental Savings Incentive Plan, dated as of              Exhibit 10.36 to the Company's Annual
             April 1, 1990 between certain Eligible Employees of the       Report on Form 10-K for the fiscal year
             Company and the Company. **                                   ended December 30, 1990.

 (10.7)      Description and example of Deferred Compensation              Exhibit 19.1 to the Company's Annual Report
             Agreement, dated as of October 1, 1987, between               on Form 10-K for the fiscal year ended
             Eligible Employees of the Company and the Company             December 30, 1990.
             under the Officer's Split-Dollar Life Insurance Plan.**

 (10.8)      Officer Retention Plan, dated as of January 1, 1991,          Exhibit 10.47 to the Company's Annual
             between certain Eligible Officers of the Company and          Report on Form 10-K for the fiscal year
             the Company. **                                               ended December 29, 1991.

 (10.9)      Purchase and Sale Agreement, dated as of December 15,         Filed herewith.
             2000, between the Company and Harrison Limited
             Partnership One, related to land adjacent to the Snyder
             Production Center in Charlotte, North Carolina.

(10.10)      Lease Agreement, dated as of December 15, 2000,               Filed herewith.
             between the Company and Harrison Limited Partnership
             One, related to the Snyder Production Center in
             Charlotte, North Carolina and a distribution center
             adjacent thereto.

(10.11)      Partnership Agreement of Carolina Coca-Cola Bottling          Exhibit 2.01 to the Company's Current Report
             Partnership,* dated as of July 2, 1993, by and among          on Form 8-K dated July 2, 1993.
             Carolina Coca-Cola Bottling Investments, Inc.,
             Coca-Cola Ventures, Inc., Coca-Cola Bottling Co.
             Affiliated, Inc., Fayetteville Coca-Cola Bottling
             Company and Palmetto Bottling Company.

(10.12)      Definition and Adjustment Agreement, dated July 2,            Exhibit 2.05 to the Company's Current Report
             1993, by and among Carolina Coca-Cola Bottling                on Form 8-K dated July 2, 1993.
             Partnership,* Coca-Cola Ventures, Inc., Coca-Cola
             Bottling Co. Consolidated, CCBC of Wilmington, Inc.,
             Carolina Coca-Cola Bottling Investments, Inc., The
             Coca-Cola Company, Carolina Coca-Cola Holding
             Company, The Coastal Coca-Cola Bottling Company,
             Eastern Carolina Coca-Cola Bottling Company, Inc.,
             Coca-Cola Bottling Co. Affiliated, Inc., Fayetteville
             Coca-Cola Bottling Company and Palmetto Bottling
             Company.

(10.13)      Management Agreement, dated as of July 2, 1993, by            Exhibit 10.01 to the Company's Current
             and among Coca-Cola Bottling Co. Consolidated,                Report on Form 8-K dated July 2, 1993.
             Carolina Coca-Cola Bottling Partnership,* CCBC of
             Wilmington, Inc., Carolina Coca-Cola Bottling
             Investments, Inc., Coca-Cola Ventures, Inc. and Palmetto
             Bottling Company.
</TABLE>

                                       45
<PAGE>

<TABLE>
<CAPTION>
                                                                                      Incorporated by Reference
   Number     Description                                                                 or Filed Herewith
- -----------   ------------------------------------------------------------   ------------------------------------------
<S>           <C>                                                            <C>
(10.14)       First Amendment to Management Agreement designated             Filed herewith.
              as Exhibit 10.13, dated as of January 1, 2001.

(10.15)       Post-Retirement Medical and Life Insurance Benefit             Exhibit 10.02 to the Company's Current
              Reimbursement Agreement, dated July 2, 1993, by and            Report on Form 8-K dated July 2, 1993.
              between Carolina Coca-Cola Bottling Partnership* and
              Coca-Cola Bottling Co. Consolidated.

(10.16)       Amended and Restated Guaranty Agreement, dated as of           Exhibit 10.06 to the Company's Quarterly
              July 15, 1993 re: Southeastern Container, Inc.                 Report on Form 10-Q for the quarter ended
                                                                             July 4, 1993.

(10.17)       Management Agreement, dated as of June 1, 1994, by             Exhibit 10.6 to the Company's Quarterly
              and among Coca-Cola Bottling Co. Consolidated and              Report on Form 10-Q for the quarter ended
              South Atlantic Canners, Inc.                                   July 3, 1994.

(10.18)       Selling Agency Agreement, dated as of March 3, 1995,           Exhibit 10.83 to the Company's Annual
              between the Company, Salomon Brothers Inc. and                 Report on Form 10-K for the fiscal year
              Citicorp Securities, Inc.                                      ended January 1, 1995.

(10.19)       Agreement, dated as of March 1, 1994, between the              Exhibit 10.85 to the Company's Annual
              Company and South Atlantic Canners, Inc.                       Report on Form 10-K for the fiscal year
                                                                             ended January 1, 1995.

(10.20)       Stock Option Agreement, dated as of March 8, 1989, of          Exhibit 10.86 to the Company's Annual
              J. Frank Harrison, Jr. **                                      Report on Form 10-K for the fiscal year
                                                                             ended January 1, 1995.

(10.21)       Stock Option Agreement, dated as of August 9, 1989, of         Exhibit 10.87 to the Company's Annual
              J. Frank Harrison, III. **                                     Report on Form 10-K for the fiscal year
                                                                             ended January 1, 1995.

(10.22)       Guaranty Agreement and Addendum, dated as of                   Exhibit 10.9 to the Company's Quarterly
              March 31, 1995, between the Company and Wachovia               Report on Form 10-Q for the quarter ended
              Bank of North Carolina, N.A.                                   April 2, 1995.

(10.23)       Description of the Company's 2001 Bonus Plan for               Filed herewith.
              officers. **

(10.24)       Agreement for Consultation and Services between the            Exhibit 10.54 to the Company's Annual
              Company and J. Frank Harrison, Jr. **                          Report on Form 10-K for the fiscal year
                                                                             ended December 29, 1996.

(10.25)       Retirement and Consulting Agreement, effective as of           Filed herewith.
              May 31, 2000, between the Company and Reid M.
              Henson. **

(10.26)       Agreement to assume liability for postretirement benefits      Exhibit 10.55 to the Company's Annual
              between the Company and Piedmont Coca-Cola Bottling            Report on Form 10-K for the fiscal year
              Partnership.                                                   ended December 29, 1996.

(10.27)       Participation Agreement (Coca-Cola Trust No. 97-1)             Exhibit 10.1 to the Company's Quarterly
              dated as of April 10, 1997 between the Company (as             Report on Form 10-Q for the quarter ended
              Lessee), First Security Bank, National Association             March 30, 1997.
              (solely as Owner Trustee under Coca-Cola Trust No.
              97-1) and the other financial institutions listed therein.

(10.28)       Master Equipment Lease Agreement (Coca-Cola Trust              Exhibit 10.2 to the Company's Quarterly
              No. 97-1) dated as of April 10, 1997 between the               Report on Form 10-Q for the quarter ended
              Company (as Lessee) and First Security Bank, National          March 30, 1997.
              Association (solely as Owner Trustee under Coca-Cola
              Trust No. 97-1).

(10.29)       Franchise Asset Purchase Agreement, dated as of                Exhibit 10.58 to the Company's Annual
              January 21, 1998, by and among Coca-Cola Bottling              Report on Form 10-K for the fiscal year
              Company Southeast, Incorporated, as Seller, NABC,              ended December 28, 1997.
              Inc., an indirect wholly-owned subsidiary of Guarantor,
              as Buyer, and Coca-Cola Bottling Co. Consolidated, as
              Guarantor.
</TABLE>

                                       46
<PAGE>

<TABLE>
<CAPTION>
                                                                                  Incorporated by Reference
   Number     Description                                                             or Filed Herewith
- -----------   --------------------------------------------------------   ------------------------------------------
<S>           <C>                                                        <C>
(10.30)       Operating Asset Purchase Agreement, dated as of            Exhibit 10.59 to the Company's Annual
              January 21, 1998, by and among Coca-Cola Bottling          Report on Form 10-K for the fiscal year
              Company Southeast, Incorporated, as Seller, CCBC of        ended December 28, 1997.
              1997. Nashville, L.P., an indirect wholly-owned
              subsidiary of Guarantor, as Buyer, and Coca-Cola
              Bottling Co. Consolidated, as Guarantor.

(10.31)       Lease Agreement, dated as of January 5, 1999, between      Exhibit 10.61 to the Company's Annual
              the Company and Beacon Investment Corporation,             Report on Form 10-K for the fiscal year
              related to the Company's corporate headquarters and an     ended January 3, 1999.
              adjacent office building in Charlotte, North Carolina.

(10.32)       Coca-Cola Bottling Co. Consolidated Director Deferral      Exhibit 10.1 to the Company's Quarterly
              Plan, dated as of January 1, 1998. **                      Report on Form 10-Q for the quarter ended
                                                                         March 29, 1998.

(10.33)       Agreement and Plan of Merger dated as of                   Exhibit 10.1 to the Company's Quarterly
              September 29, 1999, by and among Lynchburg                 Report on Form 10-Q for the quarter ended
              Coca-Cola Bottling Co., Inc., Coca-Cola Bottling Co.       October 3, 1999.
              Consolidated, LCCB Merger Co., Certain Shareholders
              of Lynchburg Coca-Cola Bottling Co., Inc. and George
              M. Lupton, Jr. as the shareholders' representative.

(10.34)       Master Lease Agreement, dated as of May 7, 1999,           Exhibit 10.34 to the Company's Annual
              between the Company and Wachovia Leasing                   Report on Form 10-K for the fiscal year
              Corporation.                                               ended January 2, 2000.

(10.35)       Agreement and Plan of Merger, dated as of March 26,        Annex A to the Company's Registration
              1999, by and among the Company and Carolina                Statement (No. 333-75751) on Form S-4.
              Coca-Cola Bottling Company, Inc.

(10.36)       Restricted Stock Award to the Company's Chief              Annex A to the Company's Proxy Statement
              Executive Officer (effective January 4, 1999). **          for the 1999 Annual Meeting.

(10.37)       Can Supply Agreement, dated as of February 22, 2000,       Exhibit 10.1 to the Company's Quarterly
              between American National Can Company and the              Report on Form 10-Q for the quarter ended
              Company.                                                   April 2, 2000.

(10.38)       Asset Acquisition Agreement, dated as of September 29,     Exhibit 10.1 to the Company's Quarterly
              2000, by and among The Coca-Cola Bottling Company          Report on Form 10-Q for the quarter ended
              of West Virginia, Inc., Coca-Cola Bottling Company of      October 1, 2000.
              Roanoke, Inc. and Coca-Cola Enterprises Inc.

(10.39)       Franchise Acquisition Agreement, dated as of               Exhibit 10.2 to the Company's Quarterly
              September 29, 2000, by and among WVBC, Inc.,               Report on Form 10-Q for the quarter ended
              ROBC, Inc. and Coca-Cola Enterprises Inc.                  October 1, 2000.

(10.40)       Guaranty Agreement, dated as of September 29, 2000,        Exhibit 10.3 to the Company's Quarterly
              between the Company and Coca-Cola Enterprises Inc.         Report on Form 10-Q for the quarter ended
                                                                         October 1, 2000.

 (21.1)       List of subsidiaries.                                      Filed herewith.

 (23.1)       Consent of Independent Accountants to Incorporation by     Filed herewith.
              Reference into Form S-3 (Registration No. 33-4325),
              Form S-3 (Registration No. 33-54657) and Form S-3
              (Registration No. 333-71003).
</TABLE>

- ---------
*  Carolina Coca-Cola Bottling Partnership's name was changed to Piedmont
   Coca-Cola Bottling Partnership.

** Management contracts and compensatory plans and arrangements required to be
   filed as exhibits to this form pursuant to Item 14(c) of this report.

     B. Reports on Form 8-K
        None.

                                       47
<PAGE>

                                   Schedule II

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                                (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                           Additions
                                               Balance at  Charged to               Balance
                                               Beginning   Costs and                at End
Description                                     of Year     Expenses   Deductions   of Year
- --------------------------------------------- ----------- ----------- ------------ --------
<S>                                           <C>         <C>         <C>          <C>
Allowance for doubtful accounts:
Fiscal year ended December 31, 2000 .........     $850        $580        $512       $918
                                                  ====        ====        ====       ====
Fiscal year ended January 2, 2000 ...........     $600        $824        $574       $850
                                                  ====        ====        ====       ====
Fiscal year ended January 3, 1999 ...........     $513        $426        $339       $600
                                                  ====        ====        ====       ====
</TABLE>


                                       48
<PAGE>

                                   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.


                                        COCA-COLA BOTTLING CO. CONSOLIDATED
                                             (Registrant)

Date: March 29, 2001

                                        By:     /S/ J. FRANK HARRISON, III
                                           ------------------------------------
                                                     J. Frank Harrison, III
                                              Chairman of the Board of Directors
                                                   and Chief Executive Officer

     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.

<TABLE>
<CAPTION>
<S>                                                              <C>                                     <C>
 By: /S/ J. Frank Harrison, III                         Chairman of the Board of Directors,              March 29, 2001
   -------------------------------                        Chief Executive Officer and Director
   J. Frank Harrison, III

 By: /S/ J. Frank Harrison, Jr.                         Chairman-Emeritus of the Board of                March 29, 2001
   -------------------------------                        Directors and Director
   J. Frank Harrison, Jr.

 By: /S/ H. W. McKay Belk                               Director                                         March 29, 2001
   -------------------------------
   H. W. McKay Belk

 By: /S/ John M. Belk                                   Director                                         March 29, 2001
   -------------------------------
   John M. Belk

 By: /S/ William B. Elmore                              President, Chief Operating Officer and           March 29, 2001
   -------------------------------                        Director
   William B. Elmore

 By: /S/ Reid M. Henson                                 Director                                         March 29, 2001
   -------------------------------
   Reid M. Henson

 By: /S/ H. Reid Jones                                  Director                                         March 29, 2001
   -------------------------------
   H. Reid Jones

 By: /S/ Ned R. McWherter                               Director                                         March 29, 2001
   -------------------------------
   Ned R. McWherter

 By: /S/ James L. Moore, Jr.                            Vice Chairman of the Board of                    March 29, 2001
   -------------------------------                        Directors and Director
   James L. Moore, Jr.

 By: /S/ John W. Murrey, III                            Director                                         March 29, 2001
   -------------------------------
   John W. Murrey, III

 By: /S/ Carl Ware                                      Director                                         March 29, 2001
   -------------------------------
   Carl Ware

 By: /S/ David V. Singer                                Executive Vice President and Chief               March 29, 2001
   -------------------------------                        Financial Officer
   David V. Singer

 By: /S/ Steven D. Westphal                             Vice President, Controller and Chief             March 29, 2001
   -------------------------------                        Accounting Officer
   Steven D. Westphal
</TABLE>

                                       49
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AMENDED AND RESTATED BY-LAWS
<TEXT>





                              AMENDED AND RESTATED

                                     BY-LAWS

                                       0F

                       COCA-COLA BOTTLING CO. CONSOLIDATED

                                    Article I

                                     OFFICES

         SECTION 1. Principal Office. The principal office of the Corporation
 shall be located at Charlotte, North Carolina, and the address of the
 registered office of the Corporation in the State of Delaware and the name of
 the registered agent at such address shall be as specified in the Certificate
 of Incorporation.

         SECTION 2. Other Offices. The Corporation may have offices at such
 other places, either within or without the State of Delaware as the Board of
 Directors may from time to time determine, or as the affairs of the Corporation
 may require.

                                   Article II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. Place of Meetings. All meetings of the stockholders shall be
held at the principal office of the Corporation, or at such other place, either
within or without the State of Delaware, as shall be designated in the notice of
the meeting or agreed upon by a majority of the stockholders entitled to vote
thereat.

         SECTION 2. Annual Meeting. The annual meeting of the stockholders shall
 be held within or without the State of Delaware at such time as may be
 determined by the Board of Directors. Such meetings shall be held for the
 purpose of electing directors of the Corporation and for the transaction of
 such other business as may be properly brought before the meeting.

         SECTION 3. Special Meetings. Special meetings of the stockholders may
 be called at any time by the Chairman of the Board, any Vice-Chairman,
 President, Secretary or the Board of Directors of the Corporation, or by any
 stockholder pursuant to the written request of the holders of not less than
 one-tenth (1/10th) of the total vote entitled to be cast at the meeting.

<PAGE>


Amended and Restated By-Laws of
Coca-Cola Bottling Co. Consolidated
Page 2

          SECTION 4. Notice of Meeting. Written or printed notice stating the
 time and place of the meeting shall be delivered not less than ten (10) nor
 more than sixty (60) days before the date thereof, either personally or by
 mail, by or at the direction of the Board of Directors, Chairman of the Board,
 the Secretary or other person calling the meeting, to each stockholder of
 record entitled to vote at such meeting.

          In the case of an annual meeting, the notice of meeting need not
 specifically state the business to be transacted thereat, unless it is a
 matter, other than the election of directors, on which the vote of the
 stockholders is expressly required by the provisions of the Delaware General
 Corporation Law. In the case of a special meeting, the notice of meeting shall
 specifically state the purpose or purposes for which the meeting is called.

          When a meeting is adjourned for thirty (30) days or more, or if after
 the adjournment a new record date is fixed for the adjourned meeting, notice of
 the adjourned meeting shall be given as in the case of an original meeting.
 When a meeting is adjourned for less than thirty (30) days in any one
 adjournment, it is not necessary to give notice of the adjourned meetinq other
 than by announcement at the meeting at which the adjournment is taken.

          SECTION 5. Voting Lists. At least ten (10) days before each meeting of
 stockholders, the Secretary shall prepare an alphabetical list of the
 stockholders entitled to vote at such meeting with the number of shares held by
 each and the list shall be open to examination of any stockholder at any time
 during the usual business hours, for a period of at least ten (10) days prior
 to the meeting either at a place within the city where the meeting is to be
 held, which place shall be specified in the notice of the meeting, or, if not
 so specified, at the place where the meeting is to be held. This list shall
 also be produced and kept open at the time and place of the meeting and shall
 be subject to inspection by any stockholder present during the whole time of
 the meeting.

          SECTION 6. Quorum. Subject to the provisions of Article IX hereof, the
 holders of shares representing a majority of the total outstanding vote of all
 shares entitled to vote, represented in person or by proxy shall constitute a
 quorum at meetings of stockholders. If there is no quorum at the opening of a
 meeting of stockholders, such meeting may be adjourned from time to time by the
 vote of a majority of the shares voting on the motion to adjourn; and, at any
 adjourned meeting at which a quorum is

                                        2

<PAGE>

Amended and Restated By-Laws of
Coca-Cola Bottling Co. Consolidated
Page 3

present, any business may be transacted which might have been transacted at the
original meeting.

          The stockholders at a meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum present.

          SECTION 7. Voting of Shares. The holders of shares of the
Corporation's classes of capital stock shall be entitled to the respective
voting rights granted in Article Fourth of the Corporation's Certificate of
Incorporation.

          In all matters other than the election of directors, the affirmative
vote of a majority of the total votes of all of the shares of the Corporation's
capital stock present in person or represented by proxy and entitled to vote on
the subject matter at a meeting of stockholders at which a quorum is present
shall be the act of the stockholders on that matter, unless the vote of a
greater number or by class is required by law, by the Certificate of
Incorporation or these By-laws. Directors shall be elected by a plurality of the
votes as provided in Article III Section 3.

          Voting on all matters except the election of directors shall be by
voice vote or by a show of hands, unless the holders of one tenth (1/10th) of
the total votes represented at the meeting shall, prior to the voting on any
matter, demand a ballot vote on that particular matter.

          If any stockholder so demands, election of directors shall be by
written ballot.

          SECTION 8. Informal Action by Stockholders. Any action which may be
taken at a meeting of the stockholders may be taken without a meeting, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted and filed with the
Secretary of the Corporation, to be kept in the Corporate minute book. Every
written consent shall bear the date of signature of each stockholder who signs
the consent, which date shall be no earlier than 60 days prior to the date such
consent is filed with the Secretary.

                                        3

<PAGE>

Amended and Restated By-Laws of
Coca-Cola Bottling Co. Consolidated
Page 4

                                  Article III

                                   DIRECTORS

          SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by the Board of Directors or by such Executive and other
Committees as the Board may establish pursuant to these By-laws.

          SECTION 2. Number, Term and Qualification. The number of directors of
the Corporation shall be determined from time to time by the stockholders or the
Board of Directors and shall be not less than nine and not more than twelve. The
Board of Directors shall be divided into three classes, each class to be as
nearly equal in number as possible. The successors of the directors whose terms
expire each year shall be elected to hold office for the term of three years, so
that the term of office of one class of directors shall expire in each year.
Directors need not be residents of the State of Delaware or stockholders of the
Corporation.

          SECTION 3. Election of Directors. Except as provided in Section 5 of
this Article, the directors shall be elected at the annual meeting of
stockholders; and those persons who receive the highest number of votes shall be
deemed to have been elected.

          SECTION 4. Removal. Directors may be removed from office only for
cause by a vote of stockholders holding a majority of the shares entitled to
vote at an election of directors. If any directors are so removed, new directors
may be elected at the same meeting.

          SECTION 5. Vacancies. Vacancies and newly-created directorships may be
filled by majority vote of the directors then in office, although less than a
quorum, or by a sole remaining director, to hold office until the next election
of the class for which such directors shall have been chosen, and until their
successors shall be elected and qualified.

          SECTION 6. Compensation. The Board of Directors may fix the
compensation of directors for their services as such and may provide for the
payment of all expenses incurred by directors in attending regular or special
meetings of the Board.

                                       4

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Amended and Restated By-Laws of
Coca-Cola Bottling Co. Consolidated
Page 5

          SECTION 7. Executive and Other Committees. The Board of Directors may,
by resolution adopted by a majority of the whole Board, designate one (1) or
more directors to constitute an Executive Committee, which Committee, to the
extent provided in such resolution, shall have and may exercise all of the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, including the power to declare dividends,
authorize the issuance of stock and adopt a certificate of ownership and merger
of the Corporation and any of its subsidiaries. The Board of Directors may, by
resolution adopted by a majority of the whole Board, from time to time designate
other committees of the Board, with such lawfully delegable powers and duties as
it thereby confers, to serve at the pleasure of the Board and shall, for these
committees, elect a director or directors to serve as the member or members,
designating, if it desires, other directors as alternative members who may
replace any absent or disqualified member at any meeting of the committee. No
committee may exercise any of the following powers: amend the Certificate of
Incorporation (except fixing preferred stock terms); adopt an agreement of
merger with any entity other than a subsidiary; recommend to stockholders a
sale of substantially all of the Corporation's assets; recommend to stockholders
the dissolution or revocation of dissolution of the Corporation; or amend the
By-laws.

          SECTION 8. Indemnification of Directors and Officers. The Corporation
shall indemnify to the fullest extent permitted by law any person made, or
threatened to be made, a party to an action, suit or proceeding by reason of the
fact that he, his testator or intestate is or was a director or officer of the
Corporation, or serves or served any other corporation at the request of the
Corporation. The Corporation may, but shall not be obligated to, maintain
insurance at its expense to protect itself and any such person against expense
or loss arising from any such action, suit, or proceeding.

          The indemnification provided by this Section shall apply to acts and
transactions occurring heretofore or hereafter and shall not be deemed exclusive
of any other rights to which those seeking indemnification are entitled under
any statute, certificate or articles of incorporation, by-laws, agreement, vote
of stockholders or directors or otherwise, both as to action in his official
capacity and as to action in any other capacity while holding such office, and
shall continue as to a person who has ceased to be an

                                       5
<PAGE>

Amended and Restated By-Laws of
Coca-Cola Bottling Co. Consolidated
Page 6

officer or director and shall inure to the benefit of the heirs, executors and
administrators of such a person.
                                   Article IV
                             MEETINGS OF DIRECTORS

          SECTION 1. Regular Meetings. A regular meeting of the Board of
Directors shall be held immediately after, and at the same place as, the annual
meeting of stockholders. In addition, the Board of Directors may provide, by
resolution, the time and place, either within or without the State of Delaware,
for the holding of additional regular meetings.

          SECTION 2. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, any
Vice Chairman, the President or any two (2) directors. Such meetings may be held
either within or without the State of Delaware.

          SECTION 3. Notice of Meetings. Regular meetings of the Board of
Directors may be held without notice.

          The person or persons calling a special meeting of the Board of
Directors shall, at least two (2) days before the meeting, give notice thereof
by any usual means of communication. Such notice need not specify the purpose
for which the meeting is called.

          Attendance by a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.


          SECTION 4. Quorum. A majority of the directors fixed by these by-laws
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors.

          SECTION 5. Manner of Acting. Except as otherwise provided in the
By-laws, and in the Certificate of Incorporation, the act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

                                        6
<PAGE>

Amended and Restated By-Laws of
Coca-Cola Bottling Co. Consolidated
Page 7

          SECTION 6. Participating in Meetings by Conference Telephone. Members
of the Board of Directors, or of any committee thereof, may participate in a
meeting of such board or committee by means of conference telephone or similar
equipment that enables all persons participating in the meeting to hear each
other. Such participation shall constitute presence in person at such meeting.

          SECTION 7. Informal Action by Directors or Committees. Action required
or permitted to be taken at any meeting of the Board of Directors or any
Committee thereof may be taken without a meeting, if all of the members of the
Board or Committee, as the case may be, consent thereto in writing and the
writing or writings are filed with the minutes of the proceedings of the Board
or Committee whether done before or after the actions so taken.

          SECTION 8. Presumption of Assent. A director who is present at a
meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action unless his dissent shall
be entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as secretary of the meeting
promptly following approval of the minutes of the meeting.

                                   Article V

                                  THE OFFICERS

          SECTION 1. Number. The executive officers of the Corporation shall be
a Chairman of the Board, one or more Vice Chairmen, a President, a Secretary, a
Treasurer and such Vice Presidents, Assistant Secretaries, Assistant Treasurers
and other officers as the Board of Directors may from time to time elect. In
addition, there shall be such appointed officers as from time to time are
appointed by an executive officer authorized by Section 2 of this Article V to
make such appointments. Any two (2) or more offices may be held by the same
person except the offices of President and Secretary.

          SECTION 2. Election and Term. The executive officers of the
Corporation shall be elected by the Board of Directors, however, Vice
Presidents, Assistant Secretaries and Assistant Treasurers may be appointed by
an executive officer of the Corporation expressly authorized by the Board to
make such appointments. Such elections may be held at any regular or special
meeting of the Board. Each

                                       7
<PAGE>

Amended and Restated By-Laws of
Coca-Cola Bottling Co. Consolidated
Page 8

officer shall hold office until his or her death, resignation, retirement,
removal, disqualification or his or her successor is appointed or elected and
qualifies, as applicable.

          SECTION 3. Removal. Any officer or agent elected by the Board of
Directors or appointed by an authorized officer may be removed by the Board, and
any officer or agent appointed by an authorized officer may be removed by the
appointing officer, with or without cause in each instance.

          SECTION 4. Compensation. The compensation of all officers of the
Corporation shall be fixed by the Board of Directors, except that the
compensation of officers appointed by an authorized officer may be fixed by the
appointing officer.

          SECTION 5. The Chairman of the Board. The Chairman of the Board of
Directors shall, when present, preside at all meetings of the stockholders and
of the Board of Directors. The Chairman shall also perform such other duties as
may be directed by the Board of Directors.

          SECTION 6. The Vice Chairmen. The Vice Chairmen of the Board of
Directors shall perform such duties and have such authority as may be directed
by the Chairman of the Board and/or the Board of Directors and shall, in the
absence of the Chairman, preside at all meetings of stockholders and the Board
of Directors.

          SECTION 7. The President. The President shall perform such duties and
have such authority as may be directed by the Chairman of the Board, a Vice
Chairman who is serving as chief executive officer, and/or the Board of
Directors.

          SECTION 8. The Vice-Presidents. The Vice-Presidents shall perform such
duties and have such authority as the Board of Directors, the Chairman of the
Board, any Vice Chairmen and/or President, as applicable, shall prescribe.

          SECTION 9. The Secretary. The Secretary shall, except where otherwise
directed by the Board of Directors, Chairman of the Board, any Vice Chairman
and/or President, (a) record the proceedings of the meetings of stockholders and
directors in a book to be kept for that purpose, (b) give all notices required
by law and by these by-laws, (c) have general charge of the corporate books and
records and of the corporate seal, and affix the


                                       8
<PAGE>

Amended and Restated By-Laws of
Coca-Cola Bottling Co. Consolidated
Page 9

corporate seal to any lawfully-executed instrument requiring it, (d) shall have
general charge of the stock transfer books of the Corporation and keep, at the
registered or principal office of the Corporation, a record of stockholders
showing the name and address of each stockholder and the number and class of
shares held by each, and (e) sign such instruments as may require the
Secretary's signature and, in general, perform all duties incident to the
office of Secretary, and such other duties as may be assigned to the Secretary
from time to time by the Board of Directors, Chairman of the Board, any Vice
Chairman, and/or President, as applicable, shall prescribe.

          SECTION 10. The Treasurer. The Treasurer shall, except where otherwise
directed by the Board of Directors, Chairman of the Board, any Vice Chairman
and/or President, (a) have custody of all funds and securities belonging to the
Corporation and receive, deposit and disburse the same under the direction of
the Board of Directors, Chairman of the Board, any Vice Chairman and/or
President, as applicable, (b) keep full and accurate accounts of the finances of
the Corporation in books especially provided for that purpose, and (c) in
general, perform all duties incident to such office and such other duties as may
be assigned from time to time by the Board of Directors, Chairman of the Board,
any Vice Chairman and/or President, as applicable.

          SECTION 11. Assistant Secretaries and Treasurers. The Assistant
Secretaries and Assistant Treasurers shall, in the absence or disability of the
Secretary or the Treasurer, respectively, perform the duties and exercise the
powers of those officers, and they shall, in general, perform such other duties
as shall be assigned to them by the Secretary or the Treasurer, respectively, or
by the Board of Directors, Chairman of the Board, any Vice Chairman, and/or
President, as applicable.

          SECTION 12. Bonds. The Board of Directors may, by resolution, require
any and all officers, agents and employees of the Corporation to give bond to
the Corporation, with sufficient sureties, conditioned on the faithful
performance of the duties of their respective offices or positions, and to
comply with such other conditions as may from time to time be required by the
Board of Directors.

                                       9
<PAGE>

Amended and Restated By-Laws of
Coca-Cola Bottling Co. Consolidated
Page 10

                                   Article VI

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

          SECTION 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument on behalf of the Corporation, and such authority may be general
or confined to specific instances.

          SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.

          SECTION 3. Checks and Drafts. All checks, drafts or other orders for
the payment of money issued in the name of the Corporation shall be signed by
such officer or officers, agent or agents of the Corporation and in such manner
as shall from time to time be determined by resolution of the Board of
Directors.

          SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such depositories as the Board of Directors may select.

                                  Article VII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

          SECTION 1. Certificates for Shares. Certificates representing shares
of the Corporation shall be issued in such form as the Board of Directors shall
determine to every stockholder for the fully-paid shares owned by him. These
certificates shall be signed by, or bear the facsimile signature of, the
Chairman of the Board, any Vice Chairman, President or any Vice-President and
the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer. They shall
be consecutively numbered or otherwise identified; and the name and address of
the persons to whom they are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Corporation.

                                       10

<PAGE>

Amended and Restated By-Laws of
Coca-Cola Bottling Co. Consolidated
Page 11

          SECTION 2. Transfer of Shares. Transfer of shares shall be made on the
stock transfer books of the Corporation only upon surrender of the certificates
for the shares sought to be transferred by the record holder thereof or by his
duly-authorized agent, transferee or legal representative. All certificates
surrendered for transfer shall be canceled before new certificates for the
transferred shares shall be issued.

          SECTION 3. Fixing Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof or entitled to receive payment of any dividend or in
order to make a determination of stockholders for any other proper purpose, the
Board of Directors may fix in advance a date as the record date for such
determination of stockholders, such record date in any case to be not more than
sixty (60) days and not less than ten (10) days immediately preceding the date
on which the particular action requiring such determination of stockholders is
to be taken.

          If no record date is fixed by the Board of Directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held.


          SECTION 4. Lost Certificates. The Board of Directors may authorize the
issuance of a new share certificate in place of a certificate claimed to have
been lost or destroyed, upon receipt of an affidavit of such fact from the
person claiming the loss or destruction. When authorizing the issuance of a new
certificate, the Board may require the claimant to give the Corporation a bond
in such sum as it may direct to indemnify the Corporation against loss from any
claim with respect to the certificate claimed to have been lost or destroyed; or
the Board may, by resolution reciting that the circumstances justify such
action, authorize the issuance of the new certificate without requiring such a
bond.

                                  Article VIII

                               GENERAL PROVISIONS

          SECTION 1. Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its

                                       11

<PAGE>

Amended and Restated By-Laws of
Coca-Cola Bottling Co. Consolidated
Page 12

outstanding  shares in the manner and upon the terms and  conditions  provided
by law and by its  Certificate  of Incorporation.

          SECTION 2. Seal. The corporate seal of the Corporation shall consist
of two concentric circles between which is the name of the Corporation and in
the center of which is inscribed SEAL; and such seal, as impressed on the margin
hereof, is hereby adopted as the corporate seal of the Corporation.

          SECTION 3. Waiver of Notice. Whenever any notice is required to be
given to any stockholder or director under the provisions of the Delaware
General Corporation Law or under the provisions of the Certificate of
Incorporation or these By-laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be equivalent to giving such notice.

          SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be as
fixed by the Board of Directors.

          SECTION 5. Shareholder Protection Act. The provisions of The North
Carolina Shareholder Protection Act specified in Article VII of The North
Carolina Business Corporation Act shall not apply to transactions involving the
Corporation, and pursuant to Section 55-9-05 [formerly Section 55-79(ii)] of
said Act, this By-law provision shall formally exempt the Company from the
provisions of Article VII. Any transactions otherwise falling within the scope
of The North Carolina Shareholder Protection Act shall be governed by the
general provisions of The North Carolina Business Corporation Act, to the extent
it applies.

                                   Article IX

                                   AMENDMENTS

          Except as hereinafter otherwise provided, these By-laws may be amended
or repealed and new by-laws may be adopted by the affirmative vote of a majority
of the number of directors fixed by the Certificate of Incorporation and these
By-laws at any regular or special meeting of the Board of Directors, provided
that

          (a) the Board of Directors shall have no power to adopt a by law -

                                       12

<PAGE>

Amended and Restated By-Laws of
Coca-Cola Bottling Co. Consolidated
Page 13

                   (i) Requiring the holders of more than a majority of the
           shares having voting power to be present or represented by proxy at
           any meeting in order to constitute a quorum or requiring more than a
           majority of the votes cast in person or by proxy to be necessary for
           the transaction of any business, except where higher percentages are
           required by law or by the Certificate of Incorporation, or

                   (ii) Providing for the management of the Corporation
           otherwise than by the Board of Directors or its Executive Committee,

          (b) the affirmative vote of two-thirds of the total number of shares
outstanding and entitled to vote shall be required to amend, alter, change or
repeal Article II, Section 8; Article III, Sections 2 and 4; Article IV, Section
5; and this Article IX of these By-laws.

                                       13

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>LEASE
<TEXT>





                                                    This Instrument Prepared By:
                                             Waller Lansden Dortch & Davis, PLLC
                                                    511 Union Street, Suite 2100
                                                      Nashville, Tennessee 37219


                                      LEASE
                                      -----

         This lease ("Lease") is made and entered into effective as of January
1, 1999 (the "Effective Date") by and between Ragland Corporation, a Tennessee
corporation, hereafter referred to as "Landlord," and Coca-Cola Bottling Co.
Consolidated, a Delaware corporation, hereinafter referred to as "Tenant";

                              W I T N E S S E T H:
                              --------------------

         1. PREMISES. Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord, the premises in Nashville, Davidson County, Tennessee, comprised
of two lots described in the survey descriptions (the "Land") attached hereto as
Exhibit A, along with all improvements now located or hereafter constructed on
said real property (the "Improvements"), collectively, the Land and the
Improvements are referred to hereafter as the "Premises," together with all
easements, appurtenances, rights, and privileges belonging or pertaining
thereto. The survey descriptions contain:

                  (a)      An outline of the demised Premises;

                  (b)      A legal  description  of the demised  Premises,
including  a seventeen  (17) foot strip along the southeasterly margin subject
to exception;

                  (c)      All easements and rights-of-way.

         2. TERM AND RENEWALS. (a) The term of this Lease shall be ten (10)
years commencing on January 1, 1999 and terminating on December 31, 2009, (the
"Original Term").

                  (b) Tenant may renew this Lease as to the entire Premises for
two (2) additional, consecutive terms of five (5) years each (each a "Renewal
Term"; together, the "Renewal Terms") by giving written notice to Landlord of
its exercise of the renewal option at any time prior to one (1) year before the
end of the then current term. Rents for the renewal term(s) shall be determined
under Section 5 of this Lease. Other than the rents applicable during the
Renewal Term(s), all other terms and provisions in this Lease shall be fully
applicable during any Renewal Term(s) exercised by Tenant.

                                       1
<PAGE>

         3. TITLE. Landlord covenants and warrants that it is the legal owner of
the Premises.

         4. ENJOYMENT. Landlord further covenants that, at the time it executes
this instrument, there is no mortgage on the Premises and it has full right and
power and authority to enter into this Lease and warrants to Tenant that quiet
and peaceful possession of the Premises during the whole term of this Lease, and
any renewals thereof, so long as Tenant is not in default hereunder beyond any
applicable cure period set forth herein.

         5. RENTAL. (a) The "Base Annual Rent" for this Lease is $375,000.00
(Net/Net). On the Effective Date and continuing from month to month for the
first sixty (60) months of the Original Term, Tenant shall pay directly to
Landlord monthly installments of the Base Annual Rent in the amount of
Thirty-one Thousand Two Hundred Fifty ($31,250) Dollars, in advance on or before
the first day of each calendar month.

                  (b) On January 1, 2004, the Base Annual Rent shall be
increased by seventy-five percent (75%) of the percentage increase in the
Consumer Price Index during the preceding sixty (60) months and Tenant's payment
of monthly installments of the Base Annual Rent shall be increased accordingly.
On the effective date of any Renewal Term under this Lease, the Base Annual Rent
and Tenant's payment of monthly installments of the annual rent shall likewise
be increased by seventy-five percent (75%) of the increase in the Consumer Price
Index during the preceding sixty (60) months.

                  (c) "Consumer Price Index" means the Consumer Price Index for
Urban Consumers, All Cities Average (1982-84 = 100) published by the United
States Department of Labor, Bureau of Labor Statistics or, in the absence of
such Index, such other comparable index published by the United States
Government or agencies thereof as may be mutually agreed upon by the parties,
which agreement shall not be unreasonably withheld.

         6. TENANT'S OBLIGATIONS. From and after Effective Date, Tenant shall be
responsible for the payment of all real estate taxes and assessments, all
utility charges, the cost of liability and fire and extended coverage insurance
and all operational expenses, including specifically maintenance and repairs to
the Premises, including the roofs (unless such repairs or maintenance are
required as a result of the gross negligence, misconduct or intentional acts or
omissions of Landlord, its agent(s), contractor(s), employee(s), or
subcontractor(s), in which event, Landlord shall be responsible for each
repair). Tenant shall also be responsible for the following:

                                       2
<PAGE>


                  (a) Tenant shall maintain liability insurance in amounts not
less than One Million ($1,000,000) Dollars for one person and Five Million
($5,000,000) Dollars for any one accident, with Landlord named as an additional
insured, and shall indemnify and hold Landlord harmless against claims of all
those who may sustain injuries or damages upon the Premises as the result of
Tenant's use and occupancy of the Premises during the term of this Lease (unless
such injuries or damages occur as a result of the gross negligence, misconduct,
intentional acts or omissions of Landlord, its agent(s), contractor(s),
employee(s) or subcontractor(s), in which event, Landlord shall be solely
responsible).

                  (b) Fire and extended coverage insurance shall be carried in
an amount equal to at least eighty (80%) percent of the replacement value of the
Premises, including buildings, fixtures and other improvements. Such coverage
shall name Landlord as an additional insured.

                  (c) All insurance required herein shall be carried with
companies licensed to do business in Tennessee and approved by Landlord, but
such approval shall not be unreasonably withheld.

                  (d) Tenant shall maintain the Premises in as good condition
and repair as they are in on the Effective Date of this Lease and shall, upon
termination, surrender the Premises in as good condition and repair, ordinary
wear and tear excepted.

                  (e) Tenant shall make no alterations which will adversely
effect the aesthetic conformity of the exterior of the Improvements without
Landlord's approval but may make interior changes without such approval,
provided such changes meet the requirements of all local building codes and any
other applicable government regulations.

                  (f) The Premises shall not be used for any illegal purpose nor
in violation of any valid regulation of any governmental body nor in any manner
to create a nuisance or trespass or in any manner to vitiate the insurance on
the Premises.

                  (g) Tenant shall have the right to contest, in Landlord's name
but at Tenant's expense, the amount or validity of any tax assessment or levy
and shall not be required to pay such tax until the amount or validity is
finally determined.

         7. TRADE FIXTURES AND EQUIPMENT. Any trade fixtures installed in the
Premises at Tenant's expense shall remain Tenant's personal property

                                       3
<PAGE>

and Tenant shall have the right at any time during the term of the Lease to
remove such trade fixtures. Upon removal of any trade fixtures, Tenant shall
restore any damage or alteration of the Premises caused by removal of trade
fixtures to a reasonably acceptable tentable condition. Tenant shall be
responsible for the cost of removing its trade fixtures upon termination or
expiration of this Lease. The obligations of Tenant under this Section shall
survive the expiration or termination, for any reason, of this Lease.

         8. CASUALTY. (a) If the Premises are damaged or destroyed by fire or
other casualty, Tenant, using the proceeds of the insurance specified in Section
6, will repair and replace the Improvements either to their condition at the
time of the casualty or in a manner more suitable for Tenant's business (at
Tenant's option), and any part of the insurance proceeds not so used shall be
paid to Landlord except for that portion attributable to improvements made by
Tenant.

                  (b) Notwithstanding the above, if the repair and replacement
of the Improvements will reasonably take more than 180 days to complete or if
the casualty occurs during the last two (2) years of the Original Term or
Renewed Term, the Tenant may elect not to rebuild or restore the Premises. If
Tenant elects not to rebuild, the entire proceeds from said insurance shall be
paid to Landlord. In the event the Tenant elects not to rebuild, this Lease
shall terminate as of the date of the casualty. If Tenant elects to rebuild or
restore the Premises, the rental due hereunder shall wholly abate while such
Premises are unoccupied and shall proportionately abate while Tenant occupies
any portion thereof.

         9. INDEMNITY AND NON-LIABILITY. Tenant shall indemnify and save
Landlord harmless from and against any and all liability for any injury to or
death of any person or persons or any damage to property in any way arising out
of or connected with the condition, use or occupancy of the Premises, that in
any way result from Tenant's activities on the Premises or that of its agents,
employees, licensees, contractors or invitees and from all costs, expenses and
liabilities, including, but not limited to, court costs and reasonable
attorney's fees, incurred by Landlord in connection therewith, excepting
however, liability caused by Landlord's willful misconduct or gross negligence.

         Tenant covenants and agrees that Landlord shall not be liable to Tenant
for any injury to or death of any person or persons or for damage to any
property of Tenant, or any person claiming through Tenant, arising out of any
accident or occurrence on the Premises including, without limiting the
generality of the foregoing, injury, death or damage caused by the Premises
becoming out of repair or caused by any defect in or failure of equipment,


                                       4
<PAGE>

pipes, or wiring, or caused by broken glass, or caused by the backing up of
drains, or caused by gas, water, steam, electricity, or oil leaking, escaping or
flowing into the Premises, or caused by fire or smoke, or caused by the acts or
omissions of Tenant's agents, employees, contractors or invitees, excepting
however, liability caused by Landlord's gross negligence or willful misconduct.

         Landlord shall not be responsible or liable at any time for any loss or
damage to Tenant's merchandise, equipment, fixtures or other personal property
or to Tenant's business; and Landlord shall not be responsible or liable for any
defect, latent or otherwise, in the Premises or in any building on the Premises
or in any of the equipment, machinery, utilities, appliances or apparatus
therein, excepting, however, loss caused by Landlord's gross negligence or
willful misconduct.

         10.      ENVIRONMENTAL COVENANTS.

                  (a) Tenant hereby covenants and agrees that (i) Tenant will
not conduct or permit to be conducted on the Premises any activity that will use
or generate any "Hazardous Materials" (as hereinafter defined), except for those
activities that are part of the ordinary course of Tenant's soft drink bottling
and distribution business (the "Permitted Activities"); (ii) all Permitted
Activities will be conducted in accordance with all "Applicable Environmental
Laws" (as hereinafter defined) and will have been approved in advance in writing
(if required by applicable law) by the appropriate regulatory authority; (iii)
the Premises will not be used for the storage of any Hazardous Materials except
for the storage of such materials used or generated in the ordinary course of
Tenant's business; (iv) the storage of Hazardous Materials will be conducted in
accordance with all Applicable Environmental Laws in temporary storage areas on
the Premises approved in writing by the appropriate regulatory authority (if
required by applicable law) and Landlord; (v) only the Hazardous Materials used
or generated by Tenant with respect to Permitted Activities, (the "Permitted
Materials"), will be generated, used or stored on the Premises and no other
Hazardous Materials will be generated, used or temporarily stored on the
Premises without the prior written approval of the appropriate regulatory
authority (if required by applicable law) and Landlord; (vi) no portion of the
Premises will be used as a landfill or dump; (vii) Tenant will not install or
allow to be installed any underground tanks of any type without Landlord's prior
written consent; (viii) Tenant will not knowingly allow any surface or
subsurface conditions to exist or come into existence on the Premises that
constitutes, or with the passage of time may constitute, a public or private
nuisance; (ix) Tenant will not knowingly permit any Hazardous Materials to be
brought onto the Premises, except for the Permitted Materials described above,
and if so found located thereon, Tenant will immediately remove such


                                       5
<PAGE>

Hazardous Materials from the Premises, with proper packaging, labeling,
transportation, and disposal, and all required cleanup and remediation
procedures will be diligently undertaken by Tenant and at Tenant's sole cost and
expense pursuant to all Applicable Environmental Laws. If the presence of any
Hazardous Materials brought, kept, stored, generated or used on, in, under or
about the Premises by Tenant, its agents, employees, contractors or invitees
results in any contamination of the Premises or in any release of any such
Hazardous Materials on, in, under, about or from the Premises or into the air,
soil, surface water or ground water, (a "Tenant Release") Tenant shall promptly
take all actions, at its sole cost and expense, as are necessary to return the
affected area to the condition existing prior to the Tenant Release, including,
without limitation, any investigation or monitoring of site conditions and any
clean up, remediation, response, removal, encapsulation, containment or
restoration work required because of the Tenant Release (collectively, the
"Tenant's Remedial Work"). Tenant shall obtain all necessary licenses,
manifests, permits and approvals to perform Tenant's Remedial Work. Tenant shall
perform all of Tenant's Remedial Work and the disposal of all waste generated by
the Tenant's Remedial Work in accordance with all Applicable Environmental Laws.
If Tenant fails to comply with any of the covenants and agreements set forth
above, Landlord, at Tenant's sole cost and expense, may, with reasonable prior
notice to Tenant, enter upon the Premises and undertake to restore the
environmental condition of Premises to the condition existing immediately prior
to Tenant's occupation of the Premises. Tenant shall immediately give Landlord
written notice of any contamination or suspected contamination of the Premises,
of any release, suspected release or threat of release of any Hazardous
Materials on, in, under, about or from the Premises, of any breach or suspected
breach of this paragraph or of the receipt of any notice from a governmental
agency pertaining to the presence, release or threat of release or the suspected
presence, release or threat of release of any Hazardous Materials on, in, under,
about or from the Premises or pertaining to any violation of Applicable
Environmental Laws.

                  (b) Tenant shall indemnify, save harmless and defend Landlord
from and against any and all claims (including, without limitation, third party
claims for personal injury or real or personal Premises damage), actions,
administrative proceedings (including informal proceedings), judgments, damages,
punitive damages, penalties, fines, costs, liabilities, interest or losses
(including, without limitation, diminution in value of the Premises, reasonable
attorneys' fees, consultant fees, expert fees and any fees and expenses incurred
in enforcing its rights under Section 10 of this Lease) incurred by, sought from
or asserted directly or indirectly against Landlord during or after the term of
this Lease as a result of (i) the presence, release or threat of release or the
suspected presence, release or threat of release of any Hazardous Materials on,


                                       6
<PAGE>

in, under, about or from the Premises, which Hazardous Materials were brought,
kept, stored or used on, in, under or about the Premises by Tenant, its agents,
employees, contractors or invitees, (ii) any violation of Applicable
Environmental Laws by Tenant, its agents, employees, contractors or invitees,
(iii) any activities conducted by Tenant on the Premises, including, without
limitation, any Permitted Activities, (iv) the generation, use, storage,
handling or disposal by Tenant of any Hazardous Materials, including, without
limitation, any Permitted Materials, and/or (v) any breach by Tenant of its
obligations and/or covenants under this Section.

                  (c) "Hazardous Materials" shall mean and include any
substance, material, waste, contaminant or pollutant that is now or hereafter
listed, defined, characterized or regulated as hazardous, toxic or dangerous
under or pursuant to any federal, state, regional, county or local governmental
authority having jurisdiction over the Premises or its use or operation,
including, without limitation, (i) any substance, material, element, compound,
mixture, solution, waste, chemical or pollutant listed, defined, characterized
or regulated as hazardous, toxic, or dangerous under any Applicable
Environmental Law, (ii) petroleum, petroleum derivatives or by-products and
other hydrocarbons, (iii) polychlorinated biphenyls (pcb's), (iv) asbestos, (v)
urea formaldehyde, (vi) radioactive substances, materials or waste, and (vii)
any other substance or material, the investigation, removal or remediation of
which is required or the generation, use, handling or disposal of which is
restricted, prohibited, regulated or penalized by any Applicable Environmental
Law.

                  (d) "Applicable Environmental Law" shall mean and include (i)
the Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C.ss.ss.9601 et seq. ("CERCLA"); (ii) the Resource Conservation and Recovery
Act, 42 U.S.C.ss.ss.6901 et seq. ("RCRA"); (iii) the Federal Water Pollution
Control Act, 33 U.S.C.ss.ss.1251 et seq.; (iv) the Clean Air Act, 42
U.S.C.ss.ss.7401 et seq.; (v) the Hazardous Materials Transportation Act, 49
U.S.C.ss.ss.1471 et seq.; (vi) the Toxic Substances Control Act, 15
U.S.C.ss.ss.2601 et seq.; (vii) the Emergency Planning and Community
Right-to-Know Act, 42 U.S.C.ss.ss.11001 et seq.; (viii) the National
Environmental Policy Act, 42 U.S.C.ss.ss.4321 et seq.; (ix) the Rivers and
Harbours Act of 1899, 33 U.S.C.ss.ss.401 et seq.; (x) the Occupational Safety
and Health Act, 29 U.S.C.ss.ss.651 et seq.; (xi) the Safe Drinking Water Act, 42
U.S.C.ss.ss.300(f) et seq.; (xii) any amendments to the foregoing Acts as
adopted from time to time; (xiii) any rule, regulation, order, injunction,
judgment, declaration or decree implementing or interpreting any of the
foregoing Acts, as amended; (xiv) any other federal, state, regional and local
statute, law, ordinance, rule, regulation, order or decree, regulating, relating
to, interpreting or imposing liability or standards of conduct concerning any
hazardous, toxic or dangerous substance, material, waste,

                                       7
<PAGE>

chemical or pollutant now or hereafter in effect; and (xv) any permit, license,
certificate, consent, approval or authorization issued by any federal, state or
local government agency under any of the foregoing regarding the Premises or the
operations thereon.

                  (e) Notwithstanding the foregoing, Landlord shall be
responsible for indemnifying Tenant from and against any release of Hazardous
Materials prior to the commencement of the Prior Lease (as defined in Section 24
herein), and any release by Landlord, its agents or employees.

                  (f) Notwithstanding anything set forth herein to the contrary,
the obligations of Tenant under this Section shall survive the expiration or
termination, for any reason, of this Lease.

         11.      CONDEMNATION.

                  (a) Total Condemnation of Leased Premises. If the whole of the
Premises shall be acquired or condemned by eminent domain or by private sale in
lieu of condemnation for any public or quasi public use, then the term of this
Lease shall cease and terminate as of the date of title vesting in such
proceeding.

                  (b) Partial Condemnation. If any part of the Premises shall be
acquired or condemned by eminent domain or by private sale in lieu of
condemnation, as aforesaid, and in the event that such partial taking or
condemnation shall render the leased Premises, in Tenant's reasonable
discretion, unsuitable for the business of the Tenant, or, if the restoration
and repair required to restore the Premises cannot be completed within one
hundred eighty (180) days of such condemnation, then Tenant shall have the right
to terminate this Lease effective as of the date of title vesting in such
proceeding by providing Landlord with written notice of Tenant's intent to
terminate within thirty (30) days of such proceeding. In the event of a partial
taking or condemnation which, in Tenant's reasonable discretion, is not
extensive enough to render the Premises unsuitable for the business of the
Tenant, then Landlord, at Landlord's sole expense, shall promptly restore the
leased Premises to a condition comparable to its condition at the time of such
condemnation less the portion lost in the taking, and this Lease shall continue
in full force and effect with reduction or abatement of rent.

                  (c) In the event of any such condemnation or sale in lieu of
condemnation, the award or the proceeds of sale shall be distributed between
Landlord and Tenant in accordance with their respective interests, provided,
Landlord shall not have any interest in a separate award made to Tenant for


                                       8
<PAGE>

loss of business, moving expenses or the taking of Tenant's trade fixtures and
equipment. The provisions of this paragraph shall survive the termination of the
Lease.

         12. ASSIGNMENT. Tenant shall not assign this Lease or sublet all or any
part of the Premises without Landlord's written consent, which consent shall not
be unreasonably conditioned, withheld or delayed. Tenant may assign this Lease,
however, or sublet all or part of the Premises to its affiliates, subsidiaries
or parent corporation without Landlord's approval. Notwithstanding any
assignment or subletting, Tenant will at all times remain liable for the
performance of all terms and conditions which it is required to perform under
this Lease.

         13. DEFAULT. The occurrence of any of the following events shall be
deemed to be events of default by Tenant (or Landlord, as the case may be) under
this Lease:

                  (a) Tenant's failure to pay any of the monthly rentals herein
provided and such failure shall continue for a period of ten (10) days after
receipt by Tenant of written notice thereof from Landlord.

                  (b) Failure by either party to comply with any provision of
this Lease (other than the payment of rent), if not remedied within a period of
thirty (30) days after receipt of written notice of such failure from the other
party, or, if such default cannot be remedied within such period, such party
does not, within thirty (30) days after receipt of such written notice, commence
such act or acts as shall be necessary to remedy the default and shall not
thereafter complete such act or acts within a reasonable time, not to exceed
sixty (60) days.

                  (c) Tenant's insolvency or Tenant making an assignment for the
benefit of its creditors.

                  (d) Tenant's filing of a petition under the laws of the United
States relating to bankruptcy (11 U.S.C. ss. _____) or under any similar law of
any state; or Tenant shall be adjudged bankrupt or insolvent in proceedings
filed thereunder.

                  (e) The appointment of a receiver or trustee for Tenant's
property and such appointment is not vacated or set aside within sixty (60)
days.

                                       9
<PAGE>

         14. REMEDIES. Upon the occurrence of an event of default, Landlord may
pursue any one or more of the following remedies:

                  (a) Terminate this Lease upon thirty (30) days prior written
notice sent by certified mail, overnight courier or hand-delivered to Tenant and
thereupon re-enter and take possession of the Premises holding Tenant liable for
damages resulting from such termination, including the loss of rents occasioned
by Landlord's inability, despite its reasonable efforts, to relet the Premises
upon satisfactory terms, or otherwise.

                  (b) Upon notice by certified mail, overnight courier or
hand-delivered to Tenant, re-enter and take possession of the Premises and relet
the Premises or any part thereof and receive the rent therefor and hold Tenant
liable for any deficiency which may result from such reletting.

                  (c) Enter upon the Premises and do whatever Tenant is
obligated to do under this Lease and hold Tenant liable for any expenses thus
incurred.

                  (d) Pursuit of any one of such remedies shall not preclude
pursuit of any of the other remedies herein provided or any other remedies
provided by law. Failure of Landlord to enforce one or more of such remedies
upon default shall not constitute a waiver of the default or of any other breach
of any of the terms of this Lease.

         15. FORCE MAJEURE. Neither Landlord nor Tenant shall be deemed to be in
default under this Lease because of any failure to perform or any delay in
performance caused by force majeure, i.e. fire, earthquake, flood, explosion,
casualty, strike, unavoidable accident, riot, insurrection, civil disturbance,
act of the public enemy, embargo, war, act of God, inability to obtain labor,
materials or supplies or any other similar cause beyond the control of the party
in question.
         16. ATTORNEY'S FEES. If, on account of any breach or default by either
party to this Lease, it shall become necessary for the other party to employ an
attorney to enforce or defend any of such party's rights or remedies hereunder,
the defaulting party agrees to pay any reasonable attorney's fees incurred by
the other party in such connection, including appellate costs.

         17. HOLD OVER. Should Tenant, or any of his successors in interest,
hold over the leased Premises, or any part thereof, after the expiration of this
Lease and any Renewal Term, unless otherwise agreed in writing, such holding
over shall be deemed a tenancy from month-to-month only, at a monthly rental
equal to the rent paid for the last month of the lease or renewal term.

                                       10
<PAGE>

         18. LIENS. Neither Tenant nor Landlord shall permit any mechanic's or
materialman's or other lien to stand against the leased Premises for any labor
or material furnished either of them in connection with work of any character
performed on said Premises by or at their direction. Either Landlord or Tenant,
however, shall have the right to contest the validity or amount of any such
lien; provided that, upon final determination of such questions, the party whose
actions gave rise to such lien shall immediately pay any judgment rendered with
all proper costs and charges and shall have the lien released at its own
expense.

         19. SUBORDINATION AND NON-DISTURBANCE. (a) This Lease and all rights of
Tenant hereunder are and shall be subject and subordinate to the lien of any
first priority mortgage, deed to secure debt, deed of trust, or other instrument
in the nature thereof which may now or hereafter affect Landlord's fee title to
the Premises or Landlord's interest hereunder and to any modifications,
renewals, consolidations, extensions, or replacements of any of the foregoing,
subject, however, in each case to the condition that the holder of the mortgage
or deed of trust shall agree that this Lease shall not be divested by
foreclosure or other default proceedings thereunder so long as Tenant is not in
default under the terms of this Lease beyond any applicable cure period set
forth herein.

         This clause shall be self-operative and no further instrument of
subordination shall be required by any mortgagee. In confirmation of such
subordination, Tenant, shall, upon demand at any time or times, execute, seal
and deliver to Landlord, without expense to Landlord, any and all instruments in
recordable form that may be requested by Landlord to evidence the subordination
of this Lease and all rights hereunder to the lien of any such mortgage, deed to
secure debt, deed of trust or other instrument in the nature thereof, and each
renewal, modification, consolidation, replacement, and extension thereof.

In addition, Tenant shall, upon Landlord's request, at any time or times,
execute, seal and deliver to Landlord without expense to Landlord, any and all
instruments that may be necessary to make this Lease superior to the lien of any
such mortgage, deed to secure debt, deed of trust, or other instrument in the
nature thereof, and each renewal, modification, consolidation, replacement, and
extension thereof, and, if Tenant shall fail at any time to execute, seal and
deliver such instrument, Landlord in addition to any other remedies available to
it in consequence thereof, may execute, seal and deliver the same as the
attorney in fact of Tenant and in Tenant's name, place and stead, and Tenant


                                       11
<PAGE>

hereby irrevocably makes, constitutes, and appoints Landlord, its successors and
assigns, such attorney in fact for that purpose.

         If the holder of any mortgage, deed to secure debt, deed of trust, or
other instrument in the nature thereof shall hereafter succeed to the rights of
Landlord under this Lease, whether through possession or foreclosure action or
delivery of a new Lease, then Tenant shall attorn to and recognize such
successor as Tenant's Landlord under this Lease, and shall promptly execute and
deliver any instrument that may be necessary to evidence such attornment. Upon
the attornment provided for herein, this Lease shall continue in full force and
effect as a direct lease between such successor Landlord and Tenant, subject to
all the terms, covenants, and conditions of this Lease.

                  (b) Landlord shall, upon Tenant's reasonable request, deliver
to Tenant an agreement from the mortgagee or trustee, if any, of any existing
mortgage or deed of trust, that said mortgagee or trustee shall not bring action
against the Tenant for the purpose of terminating Tenant's interest or estate in
the demised Premises, provided Tenant is not then in default.

         20. COMMISSION. The Landlord shall have no responsibility for any
broker fees or commissions in connection with this Lease and Tenant shall hold
Landlord harmless from same.

         21. NOTICES. Any notice allowed or required by this Lease shall be
deemed to have been sufficiently delivered if the same shall be in writing and
placed in the United States Mail, via certified mail or registered mail, return
receipt requested, with proper postage prepaid. Notices required or permitted to
be given under this Lease shall be addressed as follows:

         (a)      If to Landlord:
                  --------------
                  Ragland Corporation
                  4544 Harding Road
                  Suite 214
                  Nashville, TN  37205

                  With a copy to:
                  --------------
                  Waller Lansden Dortch & Davis, PLLC
                  511 Union Street, Suite 2100
                  Nashville, TN  37219
                  Attn:  Walter H. Crouch, Esq.
         (b)      If to Tenant:
                  ------------
                  Coca-Cola Bottling Co. Consolidated


                                       12
<PAGE>

                  P. O. Box 31487
                  Charlotte, N.C.  28231-1487
                  Attn:  Director, Facility Management

                  and

                  Kennedy Covington Lobdell & Hickman, L.L.P.
                  NationsBank Corporate Center
                  100 North Tryon Street, Suite 4200
                  Charlotte, NC  28202-4006
                  Attn:  Charles O. DuBose, Esq.

Or such other address(es) as the parties may specify by notice given pursuant to
this Section.

         22. ENTIRE CONTRACT. This Lease embodies the entire contract between
the parties and it shall not be altered, amended or modified in any respect
except by an instrument of equal dignity.

         23. SHORT FORM MEMORANDUM. Upon the request of either party, the
parties shall execute a short form memorandum of this Lease, in recordable form,
which may be placed of record in lieu of recording this Lease.

         24. PRIOR LEASE. The parties agree to terminate that certain lease of
the Premises which is of record at Book 4883, Page 57, Register's Office of
Davidson County, Tennessee (the "Prior Lease"), and that such termination shall
occur, following the execution and delivery of this Lease, as the Effective Date
hereof.

         25. BINDING CONTRACT. The terms, provisions and covenants and
conditions contained in this Lease shall apply to, inure to the benefit of, and
be binding upon the parties signatory hereto and their respective successors in
interest, except as otherwise herein expressly provided.

         26. EVIDENCE OF AUTHORITY. If requested by the other party, each party
hereto shall furnish appropriate legal documentation evidencing the valid
existence and good standing of such party and the authority of any parties
signing this Lease to act for such party.

         27. SEVERABILITY. If any term or provision of this Lease or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term or provision to persons or circumstances other than those as to which
it


                                       13
<PAGE>

is held invalid or unenforceable, shall not be affected thereby, and each term
and provision of this Lease shall be valid and enforced to the fullest extent
permitted by law notwithstanding the invalidity of any other term or provision
hereof.

         IN WITNESS WHEREOF, the parties have executed this Lease in triplicate
as of the Effective Date.

                                            RAGLAND CORPORATION



                                            By:  /s/ Elizabeth R. Chalfant
                                                 -------------------------------
                                                     Elizabeth R. Chalfant
                                                     President and CEO


                                            COCA-COLA BOTTLING CO.
                                            CONSOLIDATED



                                            By:   /s/ Charles L. Weathers
                                                  ------------------------------

                                            Title:  Dir. of Facility Mgmt.
                                                  ------------------------------

STATE OF TENNESSEE         )
                           )
COUNTY OF DAVIDSON         )

         Before me, Sally A. Clayton, a Notary Public of the State and County
aforesaid, personally appeared Elizabeth R. Chalfant, with whom I am personally
acquainted, and who, upon oath, acknowledged herself to be President and Chief
Executive Officer of the Ragland Corporation, the within named bargainor, a
corporation, and that she as such officer, being authorized so to do, executed
the forgoing instrument for the purpose therein contained, by signing the name
of the corporation by herself as President and Chief Executive Officer.

         Witness my hand and seal, at office in Nashville, Tn.,
 this 1st day of March, 1999.



                                       14
<PAGE>
                                                /s/ Sally A. Clayton
                                                --------------------------------
                                                NOTARY PUBLIC

Commission Expires:      9-29-2001
                   -------------------------------------------


STATE OF      North Carolina                         )
         -----------------------------------
                                                     )
COUNTY OF     Union                                  )
          --------------------------

         Before me, LaVonne G. Beck, a Notary Public of the State and County
aforesaid, personally appeared Charlie L. Weathers, with whom I am personally
acquainted, and who, upon oath, acknowledged himself to be Director of Facility
Management, of the Coca-Cola Bottling Co. Consolidated, the within named
bargainor, a corporation, and that____ he as such Director, Facility Mgmt
being authorized so to do, executed the forgoing instrument for the purpose
therein contained, by signing the name of the corporation by himself
as Director of Facility Management .

         Witness my hand and seal, at Corporate office in Charlotte, NC,
this 23rd day of February, 1999.



                                                /s/ LaVonne G. Beck
                                                --------------------------------
                                                NOTARY PUBLIC

Commission Expires: My Commission Expires February 20, 2002
                   -------------------------------------------


                                       15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>PURCHASE AND SALE AGREEMENT
<TEXT>




STATE OF NORTH CAROLINA
                                                     PURCHASE AND SALE AGREEMENT
COUNTY OF MECKLENBURG


         THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered
into as of the 15th day of December, 2000, by and between COCA-COLA BOTTLING CO.
CONSOLIDATED, hereinafter referred to as the "Seller"; and HARRISON LIMITED
PARTNERSHIP ONE, hereinafter referred to as the "Buyer."

                              W I T N E S S E T H:

         FOR AND IN CONSIDERATION OF the mutual agreements and undertakings
herein set forth and other valuable considerations, the receipt and sufficiency
of which are hereby acknowledged, Seller agrees to sell and convey to Buyer, and
Buyer agrees to purchase from Seller the Property described in Paragraph 1
herein on the terms and conditions hereinafter set forth:

          1. Description of Property. The property which is subject to this
Agreement (the "Property") consists of approximately 21.3 acres of land as more
particularly described on Exhibit A and attached hereto and incorporated herein
by reference, together with and including (i) all improvements located thereon,
(ii) all trees and shrubbery located thereon, (iii) any and all applicable
agricultural allotments, (iv) all of Seller's interest in and to any and all
mineral and subsurface rights and appurtenances thereto, (v) all easements and
rights-of-way affecting the Property and all of Seller's rights to use same,
(vi) all rights of ingress and egress to and from the Property, (vii) any and
all right, title and interest of Seller in and to any and all roads, streets and
rights-of-way affecting or bounding the Property (viii) any and all rights of
Seller in an to all improvements situated on the real property located adjacent
to and to the northwest of the Property and (ix) any and all development rights,
including the present or future use thereof, relating to the Property, including
sanitary sewer capacity, drainage, water and other utility facilities to the
extent they pertain to or benefit the Property, including, without limitation,
all reservations of or commitments, letters or agreements relating to any such
use currently or in the future.

          2. Purchase Price and Time of Payment. The purchase price to be paid
by Buyer to Seller for the Property (the "Purchase Price") shall be equal to TEN
MILLION FOUR HUNDRED TWENTY THOUSAND SEVENTY-SIX and NO/100 DOLLARS
($10,420,076.00) (subject to a final accounting of the actual Construction Costs
(as defined in Paragraph 24 herein) as provided in Paragraph 24 herein). The
Purchase Price shall be payable in United States currency by way of federal wire
transfer or other immediately available funds at Closing (as defined in
Paragraph 5 herein).

          3. Binder Deposit and Escrow Agent's Rights and Duties. Within five
(5) business days after the Effective Date (as defined in Paragraph 25(A)
herein), Buyer shall pay and deliver to First American Title of the Carolinas,
LLC (the "Escrow Agent") the sum of FIVE THOUSAND AND NO/100 DOLLARS ($5,000.00)
as a binder deposit and down payment of the Purchase Price (the "Binder
Deposit") to be held in trust for the mutual benefit of the parties, subject to
the following terms and conditions:

         (a)      The Binder Deposit shall be deposited or invested by Escrow
                  Agent in a money market fund or certificate of deposit with a
                  lending institution mutually agreed upon by Buyer and Seller
                  with the interest thereon to accumulate until such time as the
                  Binder Deposit is released. If this Agreement terminates under
                  circumstances which would permit forfeiture of the Binder
                  Deposit to Seller, Seller will receive all interest accrued
                  thereon; likewise, if this Agreement terminates under
                  circumstances allowing Buyer to receive a refund of the Binder
                  Deposit, Buyer will receive all interest accrued thereon. If
                  the sale of the Property closes as contemplated, Buyer will
                  receive the benefit of the Binder Deposit and interest accrued
                  thereon as a credit against the Purchase Price.

<PAGE>

         (b)      If Escrow Agent shall be unable to determine at any time to
                  whom the Binder Deposit should be paid or if a dispute should
                  develop between Seller and Buyer concerning the disposition of
                  the Binder Deposit, then in any such event, Escrow Agent shall
                  pay the Binder Deposit and interest accrued thereon in
                  accordance with the joint (or consistent) written instructions
                  of Seller and Buyer. In the event that such joint (or
                  consistent) written instructions shall not be received by
                  Escrow Agent within ten (10) days after Escrow Agent shall
                  have served written requests for such joint (or consistent)
                  written instructions upon Seller and Buyer, Escrow Agent shall
                  have the right to pay all of the Binder Deposit and interest
                  accrued thereon into a state court in Charlotte, North
                  Carolina, having jurisdiction relative to such matter and to
                  interplead Seller and Buyer in respect thereof; and,
                  thereafter, Escrow Agent shall be discharged of any further or
                  continuing obligations in connection with the Binder Deposit
                  and interest accrued thereon.

         (c)      If costs and expenses (including attorneys' fees) are incurred
                  by Escrow Agent because of litigation or any dispute between
                  Seller and Buyer arising out of the holding of the Binder
                  Deposit, the non-prevailing party (i.e., either Seller or
                  Buyer) shall reimburse Escrow Agent for such reasonable costs
                  and expenses incurred. Seller and Buyer hereby agree and
                  acknowledge that Escrow Agent assumes no liability in
                  connection with the holding or investment of the Binder
                  Deposit pursuant hereto, except for the negligence or willful
                  misconduct of Escrow Agent and its employees and agents.
                  Escrow Agent shall not be responsible for the validity,
                  correctness or genuineness of any document or notice referred
                  to herein; and, in the event of any dispute under this
                  Agreement relating to the disposition of the Binder Deposit,
                  Escrow Agent may seek advice from its own counsel and shall be
                  fully protected in any action taken in good faith in
                  accordance with the opinion of Escrow Agent's counsel.

         (d)      Escrow Agent's address for purposes of mailing or delivering
                  documents and notices hereunder is as follows:

                                      First American Title of the Carolinas, LLC
                                      801 East Morehead Street, Suite 301
                                      Charlotte, NC  28202

                                      Attention:   Mr. William B. Webb, Jr.

                                      Telephone:   (704) 334-3060
                                      Facsimile:   (704) 334-0768

                  Provisions with respect to notices set forth in Paragraph 22
                  herein shall apply with respect to notices given by or to
                  Escrow Agent hereunder.

          4. Survey. Buyer may, at Buyer's sole expense, cause a survey of the
Property (the "Survey") to be prepared by a registered land surveyor of Buyer's
choosing. The Survey shall indicate the location of all specific easements,
roadway rights-of-way (public or private), railroad rights-of-way, flood plain
areas, floodway fringe areas, wetlands areas (the location of which may be based
on a wetlands study that Buyer may obtain pursuant to this Agreement), any
existing building setback lines and other matters affecting the Property. A copy
of such Survey shall be provided to Seller at the earliest practicable time
after completion of same (but in any event prior to the expiration of the
Investigation Period (as defined in Paragraph 8 herein)), and a description of
the Property contained in the Deed (as defined in Paragraph 6 herein) shall be
prepared from the Survey.

          5. Closing and Closing Date. The consummation of the sale and purchase
of the Property hereunder (the "Closing") shall take place on December 15, 2000
(the "Outside Date of Closing"), or on

                                       2
<PAGE>

an alternate date mutually agreed upon by Buyer and Seller, at a mutually
convenient time and location in Charlotte, North Carolina, and exclusive
possession of the Property shall be delivered to Buyer at Closing.

          6. Delivery of Deed and Warranties. At the Closing of the sale and
purchase of the Property, Seller shall deliver to Buyer special warranty deed
(the "Deed") in form and content satisfactory to Buyer's attorneys, conveying to
Buyer a good, indefeasible fee simple and insurable title to the Property, said
title to be insurable both as to fee and marketability thereof at regular rates
of a title insurance company of national recognition acceptable to Buyer (the
"Title Company") without exception except as to those matters enumerated herein.
The Property shall be conveyed by Seller to Buyer free and clear of all liens,
encumbrances, claims, rights-of-way, easements, leases, restrictions and
restrictive covenants, except that said Property may be conveyed subject only to
the matters and exceptions specified on Exhibit B attached hereto and
incorporated herein by this reference (the "Permitted Exceptions"). Seller
warrants that it presently has good, indefeasible, fee simple, marketable title
to all the Property.

         Buyer at its expense shall have ninety (90) days following the
Effective Date within which to cause title to the Property to be examined
("Buyer's Initial Title Examination Period") and to give Seller written notice
setting forth any objection(s) (other than the Permitted Exceptions) to Seller's
title. In the event Buyer fails to deliver such a statement of title objections
prior to the expiration of Buyer's Initial Title Examination Period, Buyer shall
be deemed to have waived all rights under this paragraph as such rights relate
to title matters of record prior to the Effective Date. Seller shall have
fifteen (15) days after receipt of such statement to satisfy such title
objections, and if Seller fails to satisfy such objections within such fifteen
(15) day period, then, at the option of Buyer, evidenced by written notice to
Seller given within ten (10) days after the expiration of said fifteen (15) day
period, Buyer may: (i) declare this Agreement null and void and have its Binder
Deposit refunded or (ii) elect to close and receive the Deed required herein
from Seller irrespective of such title objections and without reduction of the
Purchase Price, except that liens affecting the Property which are dischargeable
by payment of money may be paid by Buyer at Closing and the Purchase Price shall
be reduced by said amount. The Closing shall be postponed as necessary to comply
with the provisions of this paragraph. If Buyer elects choice (i) of this
paragraph, Seller shall reimburse Buyer for expenses incurred by Buyer for
surveys (boundary and/or topographical), architectural, land planning, legal and
other out-of-pocket expenses respecting this Agreement and/or the Property, and
Buyer shall receive a full refund of the Binder Deposit, whereupon the parties
hereto shall have no further rights, obligations or liabilities with respect to
each other hereunder. If Buyer fails to exercise any of the two (2) options
within the aforementioned ten (10) day period, Buyer shall be deemed to have
elected to proceed under choice (i) above. Notwithstanding the foregoing, with
respect to objections to Seller's title which first arise, occur or appear of
record after the date and time of Buyer's Initial Title Examination (if Buyer
delivers to Seller a title objections statement as set forth above), or
alternatively, after the Effective Date (if Buyer fails to deliver to Seller a
title objections statement as set forth above), Buyer may raise such objections
at any time, and it is the intention of the parties that Seller shall take all
action(s) necessary to clear all such title objections prior to Buyer being
obligated to close under the terms of this Agreement. The Closing shall be
postponed for so long as necessary for the title objections to be cleared to the
satisfaction of Buyer and the Title Company; provided, however, if Seller is
unsuccessful in clearing said title exceptions within a period of thirty (30)
days after the Outside Date of Closing, Buyer may elect at any time thereafter
either choice (i) or (ii) above.

          7. Zoning. The obligations of Buyer under this Agreement are in all
respects conditioned upon and subject to the Property being zoned at Closing as
same is zoned as of the Effective Date (or other zoning acceptable to Buyer) and
upon there then being no pending or proposed application for any rezoning or
change in zoning not consented to by Buyer that would apply to the Property or
any portion thereof which would inhibit or prohibit Buyer from developing and
utilizing the Property for operation of a distribution and production facility
with office and sales space (the "Contemplated Use") or which would increase the
costs of developing the Property for the Contemplated Use. In the event Seller
obtains knowledge of any application or proposal for rezoning or change in
zoning of the Property or any portion thereof, Seller shall immediately notify
Buyer and then Buyer, in Buyer's sole discretion, shall have the option of
terminating this Agreement by declaring said Agreement null and void, in which
event all monies

                                       3
<PAGE>

advanced by Buyer, including the Binder Deposit, shall be immediately refunded
to Buyer, whereupon the parties hereto shall have no further rights, obligations
or liabilities with respect to each other hereunder. Seller represents and
warrants to Buyer that it will not apply for, encourage or consent to any zoning
or rezoning of the Property without Buyer's prior written consent.

          8. Pre-Closing Rights and Privileges. From the Effective Date until
such time as this Agreement is either settled or terminated, Buyer, Buyer's
authorized agents and employees, as well as others authorized by Buyer, shall
have full and complete access to the Property and shall be entitled to enter
upon the Property to conduct and complete such investigations, inspections,
evaluations, studies, tests and measurements, including, without limitation,
various environmental and geotechnical studies (collectively, the "Physical
Investigations"), as Buyer, in Buyer's sole discretion, deems necessary or
advisable (including the removal of trees, shrubs, and other natural growth and
features reasonably necessary in connection with such Physical Investigations);
provided, however, none of the Physical Investigations so conducted will result
in any material adverse change to the physical characteristics of the Property.
Buyer shall also have the right during such period to make such market and/or
financial feasibility studies, and all other such investigations, evaluations
and studies (collectively, the "Financial Investigations") as Buyer, in Buyer's
sole discretion, deems necessary or advisable. The Physical Investigations and
the Financial Investigations are herein sometimes together referred to as the
"Investigations." Buyer agrees to indemnify and hold Seller harmless from and
against any and all claims, costs, expenses, and liabilities for personal injury
or damage to the property of third parties, including reasonable attorneys'
fees, arising out of or by reason of the Physical Investigations of Buyer or
Buyer's agents prior to settlement or other termination of this Agreement;
provided, however, such indemnification obligations shall exclude any claims,
costs, expenses and liabilities arising out of (i) the discovery of, or the
accidental or inadvertent release of, any Substances (as defined in Paragraph
13(K) herein) resulting from the Physical Investigations, which Substances were
in, on or under the Property prior to the commencement of the Physical
Investigations or (ii) the negligence of Seller or Seller's employees or agents.

         Buyer shall have the unqualified right at any time within the one
hundred twenty (120) day period following the Effective Date (the "Investigation
Period") to terminate this Agreement by giving written notice thereof to Seller,
and Buyer shall not be required to give any reason or basis for such
termination. If Buyer elects to terminate this Agreement as provided in this
Paragraph 8, the Binder Deposit shall be promptly returned by Escrow Agent to
Buyer, whereupon the parties hereto shall have no further rights, obligations or
liabilities with respect to each other hereunder.

          9. Mechanics' or Materialmen's Liens. Seller agrees to provide at
Closing an executed owner's affidavit or other document(s) required by the Title
Company as a condition to the issuance of a final title insurance policy in
favor of Buyer without exception to the standard, pre-printed title exceptions,
including, without limitation, lien claims of mechanics, laborers and
materialmen. Additionally, Seller shall discharge in full any and all such
indebtedness at or before the Closing.

         10. Risk of Loss. In the event a material portion of the acreage or the
improvements thereon within the Property is damaged by fire or other casualty
prior to Closing, Buyer may (i) declare this Agreement null and void and receive
a full refund of the Binder Deposit, whereupon the parties hereto shall have no
further rights, obligations or liabilities with respect to each other hereunder,
or (ii) complete the purchase of the Property without reduction of the Purchase
Price, in which event Buyer shall be entitled to all of Seller's right to
receive insurance proceeds applicable to such casualty. Seller agrees to
maintain the existing casualty insurance policy on the Property, if any, until
Closing.

         11. Waste. Buyer's obligations under this Agreement are in all respects
conditioned upon and subject to the Property being in substantially the same
condition at Closing as exists on the Effective Date (with the exception of the
addition of the New Improvements (as defined in Paragraph 24 herein)).

                                       4
<PAGE>

         12. Closing Costs. Seller shall pay the cost and expense for preparing
the Deed, any "recording" or transfer fee or tax associated with the conveyance
of title to the Property to Buyer (except nominal filing fees), and the cost of
Seller's own attorneys. Seller shall also be responsible for and discharge prior
to Closing all governmental and quasi-governmental assessments (special or
otherwise) and charges placed against or applicable to the Property prior to the
Closing, whether or not the same are due and payable prior to Closing.

         Buyer shall pay for the expense of the Survey, the cost of filing the
Deed (i.e., nominal filing fees), the cost of the Title Commitment and any
owner's policy of title insurance that Buyer elects to purchase for the
Property, the cost of the Investigations and the cost of Buyer's own attorneys.
Other than as specifically provided herein, (i) Seller shall bear all costs and
expenses that are normally and customarily borne by sellers of similar real
estate in the locale where the Property is located; and (ii) Purchaser shall
bear all costs and expenses that are normally and customarily borne by
purchasers of similar real estate in the locale where the Property is located.

         13. Conditions Precedent to Buyer's Obligations. In addition to any
other conditions precedent to the performance of Buyer's obligations under this
Agreement, the obligations and liabilities of Buyer hereunder shall in all
respects be conditioned upon satisfaction of each of the following conditions
precedent (the conditions precedent set forth in this Paragraph 13 being
collectively referred to as the "Conditions Precedent") as of Closing (any of
which may be waived by written notice from Buyer to Seller):

         (a)      Seller shall have presented evidence satisfactory to Buyer,
                  Buyer's attorney and the Title Company with respect to the
                  right, power and authority of designated representative(s) of
                  Seller to execute the closing documents and consummate the
                  sale of the Property.

         (b)      No toxic or hazardous material or waste limited or regulated
                  by any governmental or quasi-governmental authority, or that,
                  even if not so limited or regulated, could or does pose a
                  hazard to the health or safety of the occupants of the
                  Property or adjacent properties (collectively, "Substances"),
                  including, but not limited to, asbestos, polychlorinated
                  biphenyls, petroleum products and substances regulated under
                  any federal, state or local environmental statute, law, order,
                  ordinance, regulation, rule, requirement or right or remedy
                  existing under common law or in equity (collectively, the
                  "Statutes and Laws") shall have been or, as of the Closing,
                  shall be, located, released (within the meaning of 42
                  U.S.C.ss. 9601(22)), stored, treated, generated, transported
                  to or from, disposed of (with the meaning of 42
                  U.S.C.ss.6903(3)) or allowed to escape on the Property,
                  including, without limitation, the surface and subsurface
                  waters of the Property. No endangered species of plants or
                  animals shall be located within the boundaries of the Property
                  and no portion of the Property has been or, prior to Closing,
                  shall be a critical habitat for an endangered species. No
                  above ground storage tanks ("ASTs") or underground storage
                  tanks ("USTs") shall have been located on the Property or, if
                  located on the Property, shall have been subsequently removed
                  and disposed of in full compliance with all applicable
                  Statutes and Laws (satisfactory evidence of which shall have
                  been provided to Buyer). No portion of the Property shall have
                  been used for waste treatment, storage or disposal, and no
                  wetlands shall be located within the boundaries of the
                  Property. No investigation, administrative or judicial order,
                  governmental notice of noncompliance or violation, remediation
                  action plan, consent order and/or agreement, administrative
                  proceeding, civil or criminal litigation or settlement under
                  Statutes and Laws or with respect to Substances, ASTs or USTs
                  shall be proposed, threatened, anticipated or in existence
                  with respect to the Property.

                  The Property and Seller's operations at the Property have been
                  in the past and shall be at the Closing in compliance with all
                  applicable Statutes and Laws (satisfactory evidence of which
                  shall have been provided to Buyer). No notice shall have been
                  served on or

                                       5
<PAGE>

                  delivered to Seller from any entity, governmental body or
                  individual claiming any violation of any Statutes and Laws or
                  demanding payment or contribution for environmental cleanup
                  costs, environmental damage, harm to endangered species, or
                  injury to natural resources, or asserting liability with
                  respect to same.

         (c)      In the event a subdivision is required pursuant to applicable
                  law in connection with the conveyance of the Property to
                  Buyer, Seller shall, at Seller's sole cost and expense, have
                  obtained all necessary approvals respecting such subdivision
                  and such approvals shall be final and nonappealable prior to
                  or as of the Closing.

         (d)      Seller shall have completed construction of the New
                  Improvements in accordance with the terms of Paragraph 24
                  herein, and Seller shall have executed and delivered a Lease
                  Agreement substantially similar to that attached hereto as
                  Exhibit C prior to the Closing, such Lease Agreement to be
                  effective immediately upon the Closing.

         Seller agrees to use its good faith, diligent efforts to cause each
Condition Precedent that is Seller's responsibility under this Agreement to be
satisfied as soon as reasonably possible after the Effective Date and to
continue such efforts thereafter (if and as necessary to achieve such
satisfaction). Buyer agrees to use its good faith, diligent efforts to cause
each Condition Precedent that is Buyer's responsibility under this Agreement to
be satisfied as soon as reasonably possible after the Effective Date and to
continue such efforts thereafter (if and as necessary to achieve such
satisfaction).

         14. Seller's Representations and Warranties. Seller hereby makes the
following representations and warranties to Buyer, each of which shall be deemed
material:

         (a)      Seller has good and marketable fee simple title to the
                  Property, and there are no mechanics' liens, contractors'
                  claims, unpaid bills for material or labor pertaining to the
                  Property or any other similar liens which might adversely
                  affect Seller's title to the Property, except for current ad
                  valorem real estate taxes which shall be prorated on a per
                  diem basis as of Closing based on the fiscal year of the
                  taxing authority.

         (b)      There are no tenants or other persons or entities on the
                  Property which will have a right of possession beyond the date
                  of Closing.

         (c)      There are no pending, threatened or contemplated condemnation
                  actions involving all or any portion of the Property and
                  Seller has received no notice nor is Seller aware of any such
                  action. If, between the Effective Date and the Closing, any
                  portion of the Property is subject to pending, threatened or
                  contemplated condemnation action by any governmental agency,
                  Buyer shall have the option, in Buyer's sole discretion, of
                  declaring this Agreement null and void and having the Binder
                  Deposit refunded. Seller shall notify Buyer within three (3)
                  business days of receipt of any information concerning any
                  such condemnation action, and in turn Buyer must elect within
                  ten (10) business days from the date of receipt of the said
                  information whether to (i) declare this Agreement null and
                  void and have the Binder Deposit refunded as stated above,
                  whereupon the parties hereto shall have no further rights,
                  obligations or liabilities with respect to each other
                  hereunder, or (ii) proceed to close the transaction and
                  receive an assignment of all of Seller's right, title and
                  interest in and to any condemnation award. If Buyer elects
                  (ii), Seller shall fully cooperate, at no expense, however, to
                  Seller, with Buyer in any condemnation action.

         (d)      As of the Closing, no maintenance, management, service,
                  supply, employment or other contracts shall exist with respect
                  to the Property which has not been approved by Buyer in
                  writing.

         (e)      From the Effective Date until the Closing, Seller shall:

                                       6
<PAGE>

                                    (1) Maintain the Property in the same
                           condition as presently exists, reasonable wear and
                           tear excepted.

                                    (2) Perform all of its obligations under any
                           contracts respecting the Property and promptly notify
                           Buyer of any default thereunder.

                                    (3) Provide Buyer and its representatives
                           reasonable access to the Property and reasonable
                           access to all engineering information, reports, soil
                           tests, surveys, plans and records available to Seller
                           relating to the Property.

                                    (4) Refrain from entering into, or
                           negotiating with regard to, any contract or
                           commitment or from incurring any expenditure or
                           obligation affecting the Property or the title
                           thereto which would extend beyond the Closing or
                           would involve payments that would not be paid in full
                           prior to the Closing without the prior written
                           consent of Buyer.

                                    (5) Pay promptly all real and personal
                           property taxes, assessments, sewer and water charges,
                           other governmental levies when due, utility charges,
                           indebtedness secured by deed(s) to secure debt or
                           other liens, and, generally, all expenses (including
                           repairs and replacements) incurred by Seller in the
                           operation of the Property of every nature, whether
                           ordinary or extraordinary, which may arise out of or
                           accrue because of the ownership or operation of the
                           Property.

                                    (6) Make no lease or rental of the Property
                           or any portion thereof without the prior written
                           consent of Buyer, or negotiate, actively market or
                           enter into any other contract or option for the sale
                           of the Property or any portion thereof, or further
                           encumber the Property with any restriction or
                           easement.

         (f)      The entry into this Agreement, the execution and delivery of
                  all instruments and documents required to be executed and
                  delivered under the terms hereof, and the performance of all
                  acts necessary and appropriate for the full consummation of
                  the transaction contemplated hereunder are consistent with,
                  and not in violation of, and will not create any adverse
                  condition under, any law, ordinance, rule, regulation,
                  contract, agreement, or instrument to which Seller is a party
                  or any law, ordinance, rule, regulation, judicial order or
                  judgment of any nature under which Seller is bound. In
                  addition, Seller has taken or caused to be taken all actions
                  required to render this Agreement enforceable against Seller
                  in accordance with its terms.

         (g)      Seller has not received, with respect to the Property, any
                  notice from any insurance company, governmental agency,
                  adjacent landowners or any other party of (i) any condition,
                  defect, or inadequacy that, if not corrected, would result in
                  termination of insurance coverage or increase its costs, (ii)
                  any violation of building codes and/or zoning ordinances,
                  subdivision ordinances, watershed regulations, or other
                  governmental laws, regulations or orders, (iii) any
                  proceedings that could or would cause the change,
                  redefinition, or other modification of the zoning
                  classification, or of other legal requirements applicable to
                  the Property or any part thereof, or any property adjacent to
                  the Property, (iv) any moratorium that could or would in any
                  way impair the development and use of the Property for the
                  Contemplated Use or (v) any significant adverse fact or
                  condition relating to the Property or its Contemplated Use
                  that has not been disclosed in writing to Buyer by Seller or
                  that would prevent, limit, impede or render more costly the
                  Contemplated Use.

                                       7
<PAGE>

         (h)      Seller is not a "foreign person" which would subject Buyer to
                  the withholding tax provisions of Section 1445 of the Internal
                  Revenue Code of 1986, as amended, and, at Closing, Seller
                  agrees to deliver to Buyer a certification, under penalty of
                  perjury, in a form approved under regulations promulgated
                  pursuant to Section 1445 of the Internal Revenue Code of 1986,
                  as amended, to the effect that Seller is not a foreign person.

         (i)      To the best of Seller's knowledge, no Substances have been or
                  shall (to the extent controllable by Seller), prior to the
                  Closing, be located, released (within the meaning of 42
                  U.S.C.ss. 9601(22)), stored, treated, generated, transported
                  to or from, disposed of (within the meaning of 42 U.S.C.ss.
                  6903(3)) or allowed to escape on the Property, including,
                  without limitation, the surface and subsurface waters of the
                  Property. To the best of Seller's knowledge, no ASTs or USTs
                  are located on the Property or previously were located on the
                  Property and subsequently removed or filled. To the best of
                  Seller's knowledge, no portion of the Property has been used
                  in the past for waste treatment, storage, or disposal, and no
                  wetlands are located within the boundaries of the Property. To
                  the best of Seller's knowledge, no endangered species of
                  plants or animals shall be located within the boundaries of
                  the Property and no portion of the Property has been or, prior
                  to Closing, shall be a critical habitat for an endangered
                  species. To the best of Seller's knowledge, no investigation,
                  administrative or judicial order, governmental notice of
                  noncompliance or violation, remediation action plan, consent
                  order and agreement, administrative proceeding, civil or
                  criminal litigation or settlement under Statutes and Laws or
                  with respect to Substances, ASTs or USTs is proposed,
                  threatened, anticipated or in existence with respect to the
                  Property.

                           The Property and Seller's operations thereon are and,
                  to the best of Seller's knowledge, in the past have been in
                  compliance with all applicable Statutes and Laws. No notice
                  has been or will (to the best of Seller's knowledge,
                  information and belief) prior to the Closing, be served on or
                  delivered to Seller from any entity, governmental body or
                  individual claiming any violation of any Statutes and Laws or
                  demanding payment or contribution for environmental cleanup
                  costs, environmental damage, harm to endangered species, or
                  injury to natural resources, or asserting liability with
                  respect to same. Copies of any such notices received on or
                  after the Effective Date (including after the Closing) shall
                  be forwarded to Buyer within three (3) days of their receipt.
                  If Seller has conducted or has access to an "environmental
                  audit" or other environmental study, report or information
                  respecting the Property, Seller shall provide Buyer with a
                  true and complete copy of same within ten (10) days following
                  the Effective Date.

         (j)      No third party currently has any rights with respect to
                  minerals, mining, or surface or subsurface rights in
                  connection with the Property; and upon Closing, Buyer will be
                  vested with all such mineral, mining and other surface and
                  subsurface rights free and clear of all claims of any third
                  party.

         (k)      In the event a subdivision is required pursuant to applicable
                  law in connection with the conveyance of the Property to
                  Buyer, Seller shall use its best efforts to cause the Property
                  to be properly subdivided in compliance with such applicable
                  law prior to Closing. Further, Buyer may (but is not obligated
                  to) act on Seller's behalf to undertake all such actions
                  required as a result of the sale of the Property to Buyer to
                  comply with any applicable subdivision law; and, in such case,
                  Seller agrees to fully cooperate with Buyer's efforts and
                  irrevocably appoints Buyer as Seller's attorney-in-fact
                  (coupled with an interest) during the term of this Agreement
                  for the purpose of complying with any applicable subdivision
                  law, and Buyer shall be entitled to deduct costs and expenses
                  incurred by Buyer to comply with such subdivision law from the
                  Purchase Price to be paid by Buyer for the Property at
                  Closing.

                                       8
<PAGE>

         (l)      Seller shall deliver to Buyer at Closing evidence satisfactory
                  to Buyer, Buyer's attorneys and the Title Company with respect
                  to the right, power and authority of Seller's designated
                  representative(s) to execute and deliver the closing documents
                  and consummate the sale of the Property, such evidence to
                  include, without limitation, (i) an incumbency certificate and
                  shareholder certificate signed and dated by the corporate
                  secretary of Seller as of the date of Closing certifying as to
                  the names (and corporate titles, as applicable) of officers,
                  directors and shareholders of Seller as of the date of Closing
                  and (ii) corporate resolutions of Seller authorizing Seller to
                  enter into this Agreement and to perform all of Seller's
                  obligations hereunder, acting through designated corporate
                  officers of Seller.

         All representations and warranties of Seller contained in this
Agreement or any document or exhibit required to be executed by Seller pursuant
hereto shall be true at the Closing as though such representations were made at
such time; and, subject to the terms and provisions in the remainder of this
paragraph, Seller shall execute and deliver an instrument satisfactory in form
and substance to Buyer at Closing reaffirming all of said representations and
warranties as of the date of Closing. If any such representation or warranty of
Seller in this Agreement is not true when made and at the Closing (except to the
extent any such representation, although true as of the Effective Date, is no
longer true at the Closing as a result of a matter, event or circumstance beyond
Seller's reasonable control), Buyer may consider same as an event of default
hereunder and may pursue such remedies as are set forth in Paragraph 15(B)
herein. If any representation or warranty of Seller herein, although true as of
the Effective Date, is no longer true at the Closing as a result of a matter,
event or circumstance beyond Seller's reasonable control, Buyer may not consider
same as an event of default hereunder; but rather, in such case, Buyer may, at
Buyer's option and as Buyer's sole remedy, terminate this Agreement and have the
Binder Deposit refunded by Escrow Agent, whereupon the parties hereto shall have
no further rights, obligations or liabilities with respect to each other
hereunder. Further, if Seller acquires knowledge of any fact(s) rendering any of
the foregoing representations and warranties false at any time prior to Closing,
Seller shall promptly notify Buyer in writing of such fact(s).

         15. Remedies on Default; Treatment of Binder Deposit.

         (a)      Buyer's Default. In the event that the terms and conditions of
                  this Agreement have been satisfied and Buyer refuses or is
                  unable to settle on this Agreement within the time limits
                  herein set forth, Seller, as Seller's sole and exclusive
                  remedy, shall be entitled to declare this Agreement cancelled
                  and the Binder Deposit (or so much thereof as is then
                  deposited with Escrow Agent) shall be forfeited to Seller as
                  full liquidated damages, and the parties hereto shall have no
                  further rights, obligations or liabilities with respect to
                  each other hereunder.

         (b)      Seller's Default. In the event that Seller is unable, after
                  exerting reasonable and good faith effort, to convey title to
                  the Property or to deliver or comply with any other item
                  herein required of Seller at Closing or to otherwise perform
                  pursuant to the terms of this Agreement, Buyer shall have the
                  right and option, as Buyer's sole and exclusive remedy, to
                  either (i) immediately terminate this Agreement upon written
                  notice to Seller and receive back the full amount of the
                  Binder Deposit, and upon the return of same, the parties
                  hereto shall have no further rights, obligations or
                  liabilities with respect to each other hereunder, except that
                  Seller shall reimburse Buyer for all of Buyer's out-of-pocket
                  expenses incurred with respect to this Agreement and/or the
                  Property and Seller shall pay liquidated damages to Buyer in
                  an amount equal to the Binder Deposit, or (ii) demand and
                  compel by legal proceedings (including specific performance)
                  full compliance with the terms of this Agreement, including,
                  without limitation, the immediate conveyance of the Property
                  by Seller.

         (c)      Liquidated Damages. The amounts identified in Paragraph 15(A)
                  and Paragraph 15(B) herein as liquidated damages have been
                  agreed upon by Seller and Buyer after due


                                       9
<PAGE>

                  deliberation and discussion, and the same constitute good
                  faith estimates of the damages of the party which would be
                  entitled thereto pursuant to this Agreement, the respective
                  parties' actual damages being difficult, if not impossible, to
                  ascertain.

         (d)      Attorney's Fees. In the event suit is brought to enforce or
                  interpret all or any portion of this Agreement or if suit is
                  brought for liquidated damages or for any other relief
                  permitted hereunder, the party, if any, awarded costs in such
                  suit shall be entitled to recover, as an element of such
                  costs, and not as damages, reasonable attorneys' fees incurred
                  in connection with such suit. Without limiting the generality
                  of the foregoing, attorneys' fees shall be determined at the
                  normal hourly rates charged by the person doing the work,
                  regardless of whether said fees bear a reasonable relationship
                  to the relief obtained. A party which is not entitled to
                  recover costs in any such suit shall not be entitled to
                  recover its attorneys' fees.

         16. Brokerage. Seller and Buyer represent and warrant each to the other
that they have not dealt with any broker in connection with this transaction.
Seller agrees to indemnify and save Buyer harmless from and against any and all
claims, suits, liabilities, costs, judgments and expenses, including reasonable
attorneys' fees, for brokerage commissions resulting from or arising out of
Seller's actions in connection with the purchase and sale contemplated hereby.
Buyer agrees to indemnify and save Seller harmless from and against any and all
claims, suits, liabilities, costs, judgments and expenses, including reasonable
attorneys' fees, for brokerage commissions resulting from or arising out of
Buyer's actions in connection with the purchase and sale contemplated hereby.

         17. Survival of Provisions. All covenants, representations, warranties,
obligations, and agreements in this Agreement shall survive the execution and
delivery of this Agreement and shall survive the Closing; provided, however,
except as otherwise specifically provided herein, the parties waive their right
to sue for any breach of a covenant, representation, warranty, obligation and/or
agreement in this Agreement (a) which accrues more than one (1) year following
the date on which the Closing occurs or (b) as to which written notice has not
been given to the responsible party on or before the first anniversary of the
date on which the Closing occurs.

         18. Assignment of Buyer's Interest. Seller understands and agrees that
Buyer may assign Buyer's right, title and interest in and to this Agreement at
any time to any party without the consent of Seller. Therefore, the term
"Buyer," as used herein, shall include Buyer's successors and assigns.

         19. Reports and Studies. Seller agrees to deliver to Buyer not later
than ten (10) days after the Effective Date copies of (i) all title information
in the possession of or available to Seller, including, but not limited to,
title insurance policies or binders, attorneys' opinions on title, boundary and
physical surveys, copies of restrictive covenants, deeds, notes and deeds of
trust, deeds to secure debt, mortgages and easements relating to the Property,
(ii) copies of all environmental and geotechnical reports in the possession of
or available to Seller, whether prepared by Seller of by a third party, and
(iii) any and all other studies or reports, whether prepared by Seller or a
third party, which relate to the physical condition or character of the
Property.

         20. Underground Utility Lines. Seller shall provide all information
available to Seller necessary to enable the surveyor preparing the Survey to
designate on the Survey the precise location(s) of all underground utility
lines, including, without limitation, electrical transmission lines, telephone
lines and natural gas lines, within the bounds of the Property.

         21. Memorandum of Agreement. Seller agrees that, at the request of
Buyer, Seller will promptly execute and deliver a Memorandum of Agreement in
recordable form (in the form attached hereto as Exhibit F) sufficient to provide
record notice of this Agreement, and Buyer shall be entitled to


                                       10
<PAGE>

record such Memorandum of Agreement in all land record offices where land
records (e.g., conveyance and encumbrance instruments) relating to the Property
are customarily recorded.

         22. Notices. Any notices, requests, or other communications required or
permitted to be given hereunder shall be in writing and shall be either (i)
delivered by hand, (ii) mailed by United States registered mail, return receipt
requested, postage prepaid, (iii) sent by a reputable, national overnight
delivery service (e.g., Federal Express, Airborne, etc.) or (iv) sent by
facsimile (with the original being sent by one of the other permitted means or
by regular United States mail) and addressed to each party at the applicable
address set forth herein. Any such notice, request, or other communication shall
be considered given or delivered, as the case may be, on the date of hand
delivery (if delivered by hand), on the third (3rd) day following deposit in the
United States mail (if sent by United States registered mail), on the next
business day following deposit with an overnight delivery service with
instructions to deliver on the next day or on the next business day (if sent by
overnight delivery service), or on the day sent by facsimile (if sent by
facsimile, provided the original is sent by one of the other permitted means as
provided in this Paragraph 22 or by regular United States mail). However, the
time period within which a response to any notice or request must be given, if
any, shall commence to run from the date of actual receipt of such notice,
request, or other communication by the addressee thereof. Rejection or other
refusal to accept or inability to deliver because of a changed address of which
no notice was given shall be deemed to be receipt of the notice, request, or
other communication. By giving at least ten (10) days prior written notice
thereof, any party hereto may, from time to time and at any time, change its
mailing address hereunder.

                  Seller:    Coca-Cola Bottling Co. Consolidated
                             4100 Coca-Cola Plaza
                             Charlotte, North Carolina

                             Attention:  Chief Financial Officer

                             Telephone:     704/551-4604
                             Facsimile:     704/551-4511

                  Buyer:     Harrison Limited Partnership One
                             901 Tallan Building, Suite 901
                             Chattanooga, Tennessee  37402

                             Telephone:     (423) 755-8881
                             Facsimile:     (423) 756-3010

         23. Lease of Additional Property. Prior to or contemporaneously with
the Closing, Seller and Buyer shall execute and deliver a Lease Agreement (the
"Lease") similar to that attached hereto and incorporated herein as Exhibit C,
pursuant to which, following the Closing, Seller shall lease from Buyer the
Property, together with the adjoining real property currently owned by Buyer
(such additional property and the improvements thereon, together with the
Property, is herein referred to as the "Project") in accordance with the terms
and conditions contained therein. Said Lease shall commence immediately upon the
Closing hereunder. In the event such Lease is not in full force and effect as of
the date the Closing is to occur, the Closing shall be postponed for a period of
time, not to exceed sixty (60) days. In the event Buyer and Seller have not
entered into a mutually acceptable lease agreement relative to the entire
Project by the expiration of such sixty (60) day period, Buyer and Seller shall
each have the right to terminate this Agreement, at which time the Binder
Deposit shall be refunded to Buyer and the parties hereto shall have no further
rights or liabilities hereunder.

         24. Seller's Construction Obligations. Following the Effective Date
hereof, Seller shall proceed with completion of the construction of certain
improvements (the "New Improvements") on the


                                       11
<PAGE>

Property in accordance with the plans and specifications previously agreed to by
Buyer and Seller. At the Closing, Seller shall deliver the Property, with the
New Improvements completed in lien free condition, to Buyer. In the event the
New Improvements are not completed and in lien free condition on or prior to the
Outside Date of Closing, Buyer shall have the right to extend the Outside Date
of Closing for up to one hundred twenty (120) days to allow for the completion
of the New Improvements. Currently, the total construction costs of the New
Improvements (the "Construction Costs") are estimated to be Seven Million Eight
Hundred Seventy-Two Thousand Six Hundred Forty-Three and No/100 Dollars
($7,872,643.00). Seller and Buyer hereby acknowledge that the actual
Construction Costs will not be finalized until after the Closing. As soon as
reasonably practical following completion of the New Improvements, Seller shall
provide Buyer with reasonable evidence of the actual Construction Costs incurred
by Seller. In the event the actual Construction Costs exceed $7,872,643.00,
Buyer shall pay to Seller an amount equal to the difference between the two
amounts. In the event the actual Construction Costs are less than $7,872,643.00,
Seller shall refund to Buyer an amount equal to the difference between the two
amounts. Any amounts to be paid by Seller or Buyer pursuant to this Paragraph 24
shall be paid within fifteen (15) days of the date Seller delivers written
notice of the actual Construction Costs to Buyer. The obligations of this
Paragraph 24 shall survive the Closing.

         25. Miscellaneous.

         (a)      The term "Effective Date," as used in this Agreement, shall be
                  deemed to refer to the date a fully executed original of this
                  Agreement is delivered to each party hereto, and the Effective
                  Date shall be inserted as the date of this Agreement in the
                  introductory paragraph of this Agreement.

         (b)      This Agreement constitutes the entire agreement between the
                  parties hereto with respect to the transaction contemplated
                  herein; and it is understood and agreed that all undertakings,
                  negotiations, representations, promises, inducements and
                  agreements heretofore had between these parties are merged
                  herein. This Agreement may not be changed orally, but only by
                  an agreement in writing signed by both Buyer and Seller; and
                  no waiver of any of the provisions in this Agreement shall be
                  valid unless in writing and signed by the party against whom
                  such waiver is sought to be enforced.

         (c)      The provisions of this Agreement shall inure to the benefit
                  of, and shall be binding upon, the parties hereto and their
                  respective heirs and permitted successors and assigns, as may
                  be applicable.

         (d)      TIME IS OF THE ESSENCE in this Agreement with respect to the
                  Outside Date of Closing. In addition, if the final day of any
                  period of time set out in any provision of this Agreement,
                  including, without limitation, the Outside Date of Closing and
                  the Investigation Period, falls on a Saturday, Sunday or
                  holiday recognized by Bank of America, N.A., or any successor
                  thereto ("Bank of America"), in Charlotte, North Carolina,
                  then in such case, such period shall be deemed extended to the
                  next day which is not a Saturday, Sunday or holiday recognized
                  by Bank of America in Charlotte, North Carolina.

         (e)      No presumption shall be created in favor of or against Seller
                  or Buyer with respect to the interpretation of any term or
                  provision of this Agreement due to the fact that this
                  Agreement was prepared by or on behalf of one of said parties.

         (f)      Words of any gender used in this Agreement shall be held and
                  construed to include any other gender, and words in the
                  singular number shall be held to include the plural and vice
                  versa, unless the context requires otherwise.

                                       12
<PAGE>

         (g)      The captions used in connection with the paragraphs of this
                  Agreement are for reference and convenience only and shall not
                  be deemed to construe or limit the meaning of the language
                  contained in this Agreement or be used in interpreting the
                  terms and provisions of this Agreement.

         (h)      This Agreement may be executed in two or more counterparts and
                  shall be deemed to have become effective when and only when
                  one or more of such counterparts shall have been signed by or
                  on behalf of each of the parties hereto (although it shall not
                  be necessary that any single counterpart be signed by or on
                  behalf of each of the parties hereto, and all such
                  counterparts shall be deemed to constitute but one and the
                  same instrument), and shall have been delivered by each of the
                  parties to the other.

         (i)      When anything is described or referred to in this Agreement in
                  general terms and one or more examples or components of what
                  has been described or referred to generally is associated with
                  that description (whether or not following the word
                  "including"), the examples or components shall be deemed
                  illustrative only and shall not be construed as limiting the
                  generality of the description or reference in any way.

         (j)      If any provision of this Agreement is held to be illegal,
                  invalid or unenforceable under present or future laws, such
                  provision shall be fully severable; this Agreement shall be
                  construed and enforced as if such illegal, invalid or
                  unenforceable provision had never comprised a part of this
                  Agreement; and the remaining provisions of this Agreement
                  shall remain in full force and effect and shall not be
                  affected by the illegal, invalid or unenforceable provision or
                  by its severance from this Agreement. Furthermore, in lieu of
                  such illegal, invalid or unenforceable provision, there shall
                  be added automatically as a part of this Agreement a provision
                  as similar in terms to such illegal, invalid or unenforceable
                  provision as may be possible and be legal, valid and
                  enforceable.

         (k)      This Agreement is intended to be performed in the State in
                  which the Property is located and shall be construed and
                  enforced in accordance with the laws of said State.

         (l)      Each party hereto represents and warrants to the other party
                  that the execution of this Agreement and any other documents
                  required or necessary to be executed pursuant to the
                  provisions hereof are valid, binding obligations and are
                  enforceable in accordance with their terms.



                      [SIGNATURES APPEAR ON FOLLOWING PAGE]


                                       13
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by persons duly empowered to bind the parties to perform
their respective obligations hereunder the day and year first above written.

SELLER:                                      BUYER:

HARRISON LIMITED PARTNERSHIP ONE             COCA-COLA BOTTLING CO. CONSOLIDATED

By:  General Partner,
     JFH Management, Inc.                    By: /s David V. Singer
                                                 -------------------------------
                                             Name:  David V. Singer
                                             Title: Vice President & CFO
     By: /s J. Frank Harrison
         --------------------------------
     Name: J. Frank Harrison
     Title: President


By:  Limited Partner,
     Remainder Trust Under the Revocable
     Agreement of Anne Lupton Carter


     By: s/ Reid M. Henson
         --------------------------------
     Name: Reid M. Henson
     Title: Trustee


     By: s/ J. Frank Harrison, III
         --------------------------------
     Name: J. Frank Harrison, III
     Title: Trustee


                                       14
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>LEASE AGREEMENT
<TEXT>



                                 LEASE AGREEMENT

                               ARTICLE 1. PARTIES

         This Lease is made and entered into between HARRISON LIMITED
PARTNERSHIP ONE, a North Carolina limited partnership, (the "Landlord") and
COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware corporation (the "Tenant").

                           ARTICLE 2. LEASED PROPERTY

Section 2.01  Description of Leased Property.

         Landlord, for and in consideration of the rents, covenants and
agreements hereinafter set forth and agreed to be paid, kept and performed by
Tenant, does hereby lease to Tenant, and Tenant hereby leases from the Landlord
that certain real property located in Mecklenburg County, North Carolina, a
description of which is attached hereto as Exhibit A (the "Land"), together with
all improvements located thereon, including, without limitation, surrounding
grounds, driveways, parking areas and related facilities, and including all
appurtenances, rights, privileges, easements and advantages thereto belonging
(the Land and the aforesaid improvements shall be referred to collectively
herein as the "Leased Property").

Section 2.02  Landlord's Covenants of Title, Quiet Enjoyment.

         Landlord covenants that it now has, or will have at the commencement of
the Term (as defined hereinafter), title to the Leased Property and the right to
make this Lease for the Term. Landlord further covenants and warrants that as
long as Tenant is not in default under the terms of this Lease, Tenant shall
have quiet, exclusive and peaceful possession of the Leased Property and shall
enjoy all of the rights herein granted without interference. Tenant represents
and warrants that it has made an independent investigation of the zoning of the
Land and determined that the same is satisfactory for its purposes. Tenant
further acknowledges that the improvements constructed on the


<PAGE>

Land have been inspected by it and that it leases the same from Landlord in
their "as is" condition without any representation or warranty, implied or
otherwise, as to condition or the suitability thereof for Tenant's purposes.
Tenant acknowledges and agrees that easement contained in Book 3648 at Page 436
in the Mecklenburg Public Registry provides for a waterline right-of-way which
may be terminated by CSX Corp. at any time. Such termination shall not affect
the obligations of Tenant hereunder.

                             ARTICLE 3. LEASE TERM

Section 3.01 Term - Lease Year.

         The term of this Lease (the "Term") shall be for a period of ten (10)
years, expiring at midnight on December 31, 2010.

Section 3.02 Commencement of Term.

         The Term shall commence on December 15, 2000 or simultaneously with the
date Landlord acquires title to all of the Leased Property (the "Commencement
Date"). The entry or presence of Tenant on the Land prior to the Commencement
Date, for the purpose of conducting its business shall not constitute
commencement of the Term. Irrespective of such entry or presence, the Term and
the payment of "Base Rent" and "LIBOR Rent" (as those terms are defined
hereinafter) shall not begin until the Commencement Date.

                                ARTICLE 4. RENT

Section 4.01 Base Rent.

         The annual base rent (the "Base Rent") for the initial twelve (12)
month period of the Term shall be $3,964,148.00. Beginning with the first (1st)
anniversary of the Commencement Date, and continuing with each subsequent
anniversary of the Commencement Date, the Base Rent paid by


                                       2
<PAGE>

Tenant shall be increased by 2.5%. The new Base Rent shall be calculated by
multiplying the Base Rent in effect during the immediately preceding twelve (12)
month period of the Terms by 102.5%.

Section 4.02 LIBOR Rent.

         In addition to the Base Rent payable by Tenant, Tenant shall pay an
additional annual rent during the Term, which additional rent shall be based
upon changes in LIBOR (as defined hereinafter) (the "LIBOR Rent") and shall be
calculated as provided in this Section 4.02. The LIBOR Rent on the Commencement
Date shall be zero. Thereafter, and for the duration of the Term, for each basis
point change in LIBOR from 6.770%, the LIBOR Rent shall increase or decrease in
the direction corresponding to the LIBOR change, by the amount of $2,710.00 per
annum. Changes only will occur in increments of a full basis point (i.e., there
will be no proration for changes of less than a full basis point).

         "LIBOR" as used herein, shall mean the London Interbank Offered Rate as
quoted in the Wall Street Journal and other readily available financial sources,
for any of the normal time periods (30, 60, 90, or 180 days) for which such
rates are made available to qualified borrowers and which shall be mutually
agreed to by Landlord and Tenant.

Section 4.03 Payment of Rent.

         Tenant shall pay the Base Rent in quarterly installments, in advance,
and without demand on the first (1st) day of each and every quarter during the
Term.

Section 4.04 Payment of LIBOR Rent.

         Tenant shall pay the LIBOR Rent in quarterly installments in advance
without demand on the first (1st) day of each and every quarter during the Term.
Each installment of the LIBOR Rent shall be adjusted retroactively at the
expiration of each quarter to reflect changes in LIBOR, as determined pursuant
to Section 4.02 hereof, during such quarter. Upon such adjustment, Landlord


                                       3
<PAGE>

shall refund to Tenant or Tenant shall pay to Landlord, as appropriate, within
ten (10) days of demand therefor, such sums as are necessary for Tenant to have
paid the installment of the LIBOR Rent, as adjusted, which was owed by it for
the preceding quarter.

Section 4.05 Late payment of Rent.

         In the event any quarterly installment of Base Rent or LIBOR Rent is
not received on the due date, such amount shall accrue interest at the rate of
fifteen percent (15%) per annum (or the maximum interest rate allowed by law if
less than 15%) and such interest shall be due and payable by Tenant to Landlord
for the period of time said payment is delinquent as additional rent hereunder;
provided that a default shall occur only as specified in Section 14.01 herein.
The imposition of this charge shall not be deemed a waiver or be in lieu of
Landlord's other rights hereunder.

               ARTICLE 5. BUILDING OPERATIONAL EXPENSES AND TAXES

Section 5.01 Operational Expenses.

         Tenant shall be responsible for all expenses and charges which, during
the Term, shall be incurred in connection with the possession, occupation,
operation, alteration, maintenance, repair and use of the Leased Property, and
any other sums which, except for the execution and delivery of this Lease, would
be chargeable against the Leased Property or the owner, occupant or possessor of
the Leased Property.

Section 5.02 Taxes.

         Tenant shall pay to the appropriate taxing authorities prior to
delinquency, all real estate taxes and assessments of any nature whatsoever
levied or assessed on the Leased Property during the Term and taxes, assessments
and charges levied in lieu of such real estate taxes, charges and assessments
and taxes levied on or with respect to rentals payable hereunder (other than
income taxes on the


                                       4
<PAGE>

overall income of Landlord). Tenant shall, within ten (10) days after the
required date of payment, furnish to Landlord copies of paid receipts for all
such taxes, assessments and charges. Said taxes and assessments shall be
prorated for any partial calendar year or tax period during the Term.

Section 5.03 Review of Taxes.

         Tenant shall have the right to challenge, by legal proceedings
instituted and conducted at Tenant's own expense, and free of expense to
Landlord, any such taxes imposed upon or against the Land. Landlord shall join
in any such proceedings and hereby agrees that any such proceeding may be
brought in its name if the provisions of any law, rule or regulation shall so
require. Tenant shall nevertheless pay and continue to pay, as the same becomes
due and payable, such impositions under protest, and Tenant shall be entitled to
any refund which is made of any such amounts. Landlord shall not, without
Tenant's prior written approval, make or agree to any settlement, compromise or
other disposition of any such proceedings, or discontinue or withdraw from any
such proceedings or accept any refund so long as Tenant shall comply with the
terms of this Lease, including specifically the requirement to pay rent.

                                 ARTICLE 6. USE

Section 6.01 Use.

         It is Tenant's intention to use or cause the Leased Property to be used
for the purpose of operating a Coca-Cola Bottling Plant and related sales,
storage and office facilities or such other lawful business as Tenant may from
time to time deem advisable; provided, however, Tenant shall not conduct any
business within the Leased Property which violates local, state or federal laws,
rules or regulations.

                                       5
<PAGE>

Section 6.02 Tenant's Compliance With Law.

         Tenant shall at all times during the Term comply with any and all laws,
ordinances, rules or regulations of any governmental authority having
jurisdiction over the Leased Property, including the making of any structural
changes on or to the Leased Property in order to comply with any such law,
regulation, requirement, or order.

                          ARTICLE 7. FIXTURES AND SIGNS

Section 7.01 Installation and Removal of Trade Fixtures.

         Tenant may install in and affix to the Leased Property such fixtures,
signs and equipment as Tenant deems desirable (subject to Tenant's obligations
under Section 6.02 above). All such fixtures, signs and equipment shall remain
the property of Tenant and may be removed at any time provided that Tenant, at
its expense, shall repair any damage caused by reason of such removal. Tenant
shall pay all taxes or other charges or fees levied or assessed against or as a
result of such fixtures, signs and equipment.

Section 7.02 Tenant's Exclusive Right to Erect Signs.

         Tenant shall have the exclusive right to erect and maintain upon the
Leased Property all signs which lawfully may be placed thereon and which it
deems appropriate to the conduct of its business. Landlord shall not place any
signs or advertising matter of any nature upon any part of the Leased Property
or permit others to do so.

Section 7.03 Landlord's Right to Erect Signs.

         The provisions of Section 7.02 notwithstanding, Landlord shall have the
right during the last one hundred eighty (180) days of the Term to advertise and
post "For Rent/Lease or Sale" signs on the Leased Property. Tenant shall
cooperate with Landlord in showing the Leased Property to prospective tenants or
purchasers during normal business hours.


                                       6
<PAGE>

                ARTICLE 8. REPAIRS, ALTERATIONS, RECONSTRUCTION

Section 8.01 Tenant to Maintain.

         Subject to the provisions of Sections 8.04 and 8.05 below, Tenant
shall, at its sole cost and expense, maintain the exterior, roof, parking areas,
landscaping, interior, interior and exterior walls, plumbing, heating and air
conditioning systems, structure, plate glass and all other components and parts
of the Leased Property in good condition and repair throughout the Term.

Section 8.02 Exterior Areas - Maintenance.

         Tenant shall maintain and clean the parking, landscaping and other
exterior areas of the Leased Property, keeping the same in good condition and
repair throughout the Term, and Tenant shall provide for lighting such areas at
its sole cost and expense.

Section 8.03 Tenant's Right to Make Alterations or Additions.

         Tenant may, at its own expense, make such nonstructural alterations,
additions and changes to the Leased Property as it may deem necessary. Any
structural alteration, addition, or change to the Leased Premises must be
approved in writing by Landlord, which approval will not be unreasonably
withheld, and shall become a part of the Leased Property and may not be removed
upon termination of the Lease. Non-structural alterations, additions, or changes
shall become a part of the Leased Property and upon the termination of this
Lease, Tenant shall have the right and may be required by Landlord to remove the
same. If Tenant removes any such alterations, additions or changes installed by
Tenant, Tenant shall repair all damage to the Leased Property caused by such
removal.

Section 8.04 Damage to Improvements - Repairs or Election to Terminate.

         (a) Repairable Casualty. In the event the Leased Property shall be
damaged by fire, earthquake, other elements or other casualty during the Term
and Tenant does not elect to terminate

                                       7
<PAGE>

this Lease pursuant to Section 8.04(b) below, Tenant shall give prompt notice of
such casualty to Landlord, and shall proceed with reasonable diligence to carry
out any necessary demolition and to restore, repair, replace and rebuild such
building and improvements at Tenant's own cost and expense. If any insurance
proceeds shall have been paid by reason of such damage or destruction, Tenant
shall be entitled to such proceeds in order to complete such repairs. If at any
time Tenant shall fail or neglect to supply sufficient workmen or sufficient
materials of proper quality, or fail in any other respect to prosecute such work
of demolition, restoration, repair, replacement or rebuilding with diligence and
promptness, then Landlord may give to Tenant written notice of such failure or
neglect, and if such failure or neglect continues for more than sixty (60) days
after such notice, then Landlord, in addition to all other rights which Landlord
may have, may enter upon the Leased Property, provide labor and/or materials,
cause the performance of any contract and/or do such other acts and things as
Landlord may deem advisable to prosecute such work, in which event Landlord
shall be entitled to reimbursement of its costs and expenses out of any
insurance proceeds for application to the cost of such work. All costs and
expenses incurred by Landlord in carrying out such work for which Landlord is
not reimbursed out of insurance proceeds or other moneys shall be borne by
Tenant and shall be payable by Tenant to Landlord as additional rent within ten
(10) days of demand therefor, which demand may be made by Landlord from time to
time as such costs and expenses are incurred, in addition to any or all damages
to which Landlord shall be entitled hereunder.

         Rent shall not abate hereunder by reason of any damage to or of the
Leased Property and Tenant shall continue to perform and fulfill all of Tenant's
obligations, covenants and agreements hereunder notwithstanding any such damage
or destruction.


                                       8
<PAGE>

         (b) Substantial Casualty. In the event the Leased Property shall be
damaged by fire, earthquake, other elements or other casualty during the Term
and the Board of Directors of Tenant shall reasonably determine in good faith
that the Leased Property has been rendered unsuitable for continued use in
Tenant's business and may not be restored on an economically feasible basis (a
"Substantial Casualty"), Tenant shall give notice to Landlord (the "Notice")
within six (6) months following such Substantial Casualty of its election to
either (A) purchase the Leased Property from Landlord pursuant to Section
8.04(b)(i) or (B) convey to Landlord a Substitute Property (as defined below)
pursuant to Section 8.04(b)(ii).

                  (i) Purchase of the Leased Property. If Tenant elects to
         purchase the Leased Property from Landlord following a Substantial
         Casualty, Tenant shall specify a purchase date which is a rental
         payment date not less than 120 nor more than 365 days after delivery of
         the Notice (the "Purchase Date"). On the Purchase Date, Landlord shall
         convey the Leased Property to Tenant free of all liens except liens
         created or consented to by Tenant or placed on the Leased Property in
         default of Tenant's obligations under this Lease and Tenant shall pay
         to an amount equal to the Purchase Price (as defined below) plus all
         Base Rent or LIBOR Rent accrued up to the Purchase Date, at which time
         this Lease shall terminate. For purposes of this section, the "Purchase
         Price" shall be the greater of (a) the fair market value of the Leased
         Property on the date immediately preceding the date the Substantial
         Casualty occurred, or (b) the sum of the outstanding principal balance
         of any existing loans in favor of Landlord which are secured, in whole
         or in part, by the Leased Property and all accrued but unpaid interest
         thereon, as of the Purchase Date. Any insurance

                                       9
<PAGE>

         proceeds payable in connection with such casualty shall be payable to
         Tenant. Each party will pay its own expenses in connection with the
         purchase.

                  (ii) Substitution. If Tenant elects to deliver a Substitute
         Property to Landlord following a Substantial Casualty, Tenant shall
         convey to Landlord on the next rental payment date which occurs not
         less than 120 nor more than 365 days after the delivery of the Notice
         (the "Substitution Date"), in exchange for the Leased Property, a
         Substitute Property as defined below.

                  If, in substitution for the Leased Property, Tenant notifies
         Landlord that Tenant intends to convey to Landlord a fee simple
         interest in a land parcel and in the improvements thereon (the
         "Substitute Property"), Tenant shall, pursuant to the Notice, notify
         Landlord that Tenant will convey to Landlord, on or prior to the
         Substitution Date, the Substitute Property (v) which, when substituted
         for the Leased Property, will result in Landlord having a tax free
         exchange, (w) having a fair market value determined as if free of all
         encumbrances (as certified by an appraiser) not less than the greater
         of (i) the then fair market value of the Leased Property determined as
         if free of all encumbrances (as certified by an appraiser) and (ii) the
         certified costs incurred with respect to the Land acquisition, the
         construction of the Improvements, as defined in the Purchase and Sale
         Agreement made and entered into by and among Landlord and Tenant dated
         effective as of December 15, 2000 (the "Purchase and Sale Agreement"),
         and the related capitalized expenses with respect to the Leased
         Property, (x) the improvements of which are of the same type, used or
         useful for the same or substantially similar purposes and are in
         structure and construction similar to the Improvements and (y) which is
         subject to no liens or

                                       10
<PAGE>

         encumbrances. Tenant shall deliver to Landlord an appraisal of the
         Leased Property and an appraisal of the Substitute Property made by an
         appraiser or appraisers selected by Tenant, subject to the approval of
         Landlord, which approval shall not be unreasonably withheld, and which
         appraisals shall be made at the expense of Tenant.

                  Tenant shall pay all rent and other sums then due and payable
         hereunder through and including the Substitution Date. Upon compliance
         with this Section 8.04(b)(ii), the Leased Property shall be conveyed to
         Tenant or its designee and thereupon this Lease shall terminate as to
         the Leased Property, except with respect to obligations and liabilities
         of Tenant hereunder, actual or contingent, which have arisen on or
         prior to the Substitution Date. Simultaneously with such conveyance,
         Landlord and Tenant shall enter into a lease of the Substitute
         Property, which lease shall be identical in all respects to this Lease
         (including the provisions hereof with respect to rent) except with
         respect to the Commencement Date thereof and any other changes required
         by the location and/or character of the Substitute Property. Tenant
         shall convey to Landlord a good and marketable fee simple interest in
         the Substitute Property and deliver to Landlord (A) an owner's policy
         of title insurance in favor of Landlord in form and amount satisfactory
         to Landlord and (B) a currently dated "as-built" survey in form and
         substance satisfactory to Landlord and (C) such other instruments as
         may be reasonably requested by Landlord. Tenant shall have obtained all
         necessary approvals, authorizations and consents of all governmental
         bodies (including courts) having jurisdiction with respect to the
         transactions. Each party shall pay its own expenses in connection with
         the substitution.

                                       11
<PAGE>

Section 8.05 Tenant's Repairs for Building and Occupancy Regulations.

         If any governmental agency or any department or division thereof shall
condemn the Leased Property or any part thereof as unsafe or as not in
conformity with the laws and regulations relating to the use, occupation, and
construction thereof (including, without limitation, the Americans with
Disabilities Act, as amended), or shall order or require any rebuilding,
alteration or repair, Tenant shall immediately at Tenant's own cost and expense
(and without any right of reimbursement from Landlord) effect such alterations
and repairs in the Leased Property as may be necessary to comply with such laws,
regulations, orders, or requirements. All such alterations and repairs shall be
made in accordance with the plans and specifications approved in writing by
Landlord, which approval shall not be unreasonably withheld.

Section 8.06 Condition of Leased Property on Surrender.

         At the termination of this Lease, Tenant shall surrender the Leased
Property to Landlord in good condition and repair, subject only to the
consequences and effect of reasonable wear and tear and permissible alteration,
additions and changes under Section 8.03, condemnation, casualty and acts of God
and the terms of Section 8.04 herein.

Section 8.07 Mechanic's Liens.

         Tenant will pay for all work performed on the Leased Property by its
employees or contractors and shall indemnify and hold Landlord harmless from all
liability resulting from any lien or claim of lien arising out of such work.
Tenant shall have the right, at its sole cost and expense, to contest the
validity of any such lien or claimed lien. Landlord shall have the right to
enter the Leased Property for the purpose of posting notices of nonliability for
work performed at the direction of Tenant. Should a lien be filed against the
Leased Property or any other action, affecting title thereto be commenced, the
party first receiving notice thereof shall immediately give

                                       12
<PAGE>

written notice to the other party. Tenant shall promptly take all necessary
action to cause the same to be discharged or removed.

                            ARTICLE 9. CONDEMNATION

Section 9.01 Condemnation.

         (a) Repairable Condemnation. In the event of a condemnation of the Land
or the Improvements to the Land after which Tenant does not elect to terminate
this Lease pursuant to Section 9.01(b) below, Tenant shall promptly commence and
diligently complete such repair, reconstruction and restoration to a use similar
to, and fair market value not less than, what existed prior to the condemnation;
provided, however, if the net condemnation award exceeds the cost of repair,
Landlord may retain such excess, and the fair market value of the Premises after
such repair shall not be less than the fair market value of the Premises prior
to the taking, reduced by any award so retained by Landlord. If Landlord retains
any excess award, the purchase price payable by Tenant in the event of a
purchase of the Premises pursuant to Article 8, 9, or 12 shall be reduced by an
amount equal to the amount so retained by Landlord. All condemnation proceeds
shall be made available to Tenant to complete such repairs. This Lease shall
continue in full force and effect, and Base Rent and LIBOR Rent shall not be
abated as a result of such taking.

         (b) Substantial Condemnation. In the event of a taking of all or any
portion of the Leased Property under the power of eminent domain in a bona fide
transaction by any public or quasi public authority which, in the good faith
opinion of Tenant's Board of Directors, renders the Leased Property unsuitable
for continued use in Tenant's trade or business (a "Substantial Condemnation"),
Tenant shall, within eighteen (18) months following such Substantial
Condemnation, either (A) purchase the Leased Property from Landlord under the
procedures set forth in Section 8.04(b)(i) (relating to a purchase of the Leased
Property following a Substantial

                                       13
<PAGE>

Casualty) or (B) convey to Landlord a Substitute Property under the Procedures
set forth in Section 8.04(b)(ii) (relating to substitution following a
Substantial Casualty).

Section 9.02 Notice of Condemnation.

         Landlord shall, immediately after it receives notice of the intention
of any such authority to appropriate or take all or any portion of the Leased
Property, give to Tenant notice in writing of such intended appropriation or
taking.

Section 9.03 Voluntary Sale as Taking.

         A voluntary sale by Landlord to any public body or agency having the
power of eminent domain, either under threat of condemnation or while
condemnation proceedings are pending, shall be deemed to be taking under the
power of eminent domain for the purposes of this Article 9.

                      ARTICLE 10. INDEMNITY AND INSURANCE

Section 10.01 Indemnification of Landlord by Tenant.

Landlord shall not be liable for any damage or liability of any kind or for any
damage or injury to persons or property during the Term from any cause
whatsoever by reason of the use, occupation, and enjoyment of the Leased
Property by Tenant or any person thereon or holding under Tenant. Tenant will
indemnify and hold harmless Landlord from all liability on account of any such
damage or injury and from all liens, claims and demands arising out of the use
of any improvement upon the Leased Property and its facilities or any repairs,
construction or alterations which Tenant may make upon the Leased Property.
However, nothing in this Lease shall impose liability on Tenant for damage or
injury occasioned by failure of Landlord to comply with its obligations
hereunder or by reason of the negligence of Landlord, its agents, servants or
employees.


                                       14
<PAGE>

Section 10.02 Indemnification of Tenant by Landlord.

         Tenant shall not be liable for damage or injury to persons or property
directly caused by agents or employees of Landlord. Landlord will indemnify and
save harmless Tenant from all such liability whatsoever, on account of such
damage or injury to the extent that the insurance provided in Section 10.03
hereof does not fully insure against such damage or injury. This provision shall
not be deemed to invalidate any insurance coverage provided for under the
provision of Section 10.03 hereof or to entitle any insurance carrier thereunder
to any right of subrogation against Landlord.

Section 10.03 Tenant's Insurance.

         Tenant shall carry and maintain, during the Term, at Tenant's sole cost
and expense, the following types of insurance, naming Landlord and Landlord's
lender or mortgagee as an additional insured in each case, in the amounts
specified and in the form hereinafter provided:

                  (a) Liability Insurance. Broad form comprehensive general
liability insurance with limits of not less than Thirty-Six Million Dollars
($36,000,000.00) for each occurrence for bodily injury (including death) and
property damage, insuring against liability of Tenant with respect to the Leased
Property or arising out of the maintenance, use or occupancy thereof.

                  (b) Fire Insurance-Tenant. A policy or policies of fire
insurance with a standard form extended coverage endorsement, to the extent of
at least 100% of the replacement cost of Tenant's improvements, fixtures,
equipment and merchandise, which may from time to time be located in or on the
Leased Property, and any trade fixtures and equipment of others which are in the
Tenant's possession and which are located within the Leased Property. Landlord
shall have no interest in the insurance on Tenant's improvements, merchandise,
equipment or fixtures and will sign all documents necessary or proper in
connection with the settlement of any claim or loss by Tenant; provided,
however, Tenant shall maintain such replacement cost insurance on all items of
Personal

                                       15
<PAGE>

Property and shall name Landlord or Landlord's lender or mortgagee as the
insured with all proceeds payable to Landlord or its lender or mortgagee as
their interest may appear. Landlord shall replace any such Personal Property
which is covered by insurance proceeds paid to Landlord with items of like kind
selected by Tenant to the extent of such insurance proceeds. No abatement in
rent shall be made nor the Lease cancelled in the event of damage or destruction
of Personal Property.

                  (c) Fire Insurance for Improvements. A policy of fire
insurance with standard form extended coverage endorsement to the extent of full
replacement value of the improvements located on the Land to be adjusted
annually to reflect changes in full replacement value. The proceeds of such
insurance policies shall be payable to Landlord and shall be used by Landlord as
herein provided. Such insurance policies shall contain a standard mortgagee
"loss payable" clause in favor of Landlord's lender or mortgagee as may be
required by such lender or mortgagee and shall further provide that the same may
not be cancelled, except upon thirty (30) days' prior written notice to such
lender or mortgagee and to Landlord. Tenant will sign all documents necessary or
proper in connection with the settlement of any claim or loss under this Section
10.03 (c) by Landlord.

                  (d) Business Interruption Insurance. Business interruption
insurance in an amount equal to twelve (12) months' Base Rent and LIBOR Rent as
Base Rent and LIBOR Rent are adjusted hereunder.

Section 10.04 Method of Coverage.

         Tenant's obligations to insure under this Article 10 may be provided by
appropriate amendment, rider or endorsement on any blanket policy or policies
carried by Tenant. Tenant shall provide Landlord with the originals of all such
policies or certified copies thereof.

                                       16
<PAGE>

Section 10.05 Policy Requirements.

         All policies of property insurance to be provided by Landlord or Tenant
shall be issued by companies qualified to do business in the State of North
Carolina, rated at least A by A.M. Best Co. and approved by Landlord and
Landlord's lender or mortgagee, and with regard to fire insurance policies,
shall be issued in the names of Tenant and Landlord as their interest may
appear. With respect to each policy of insurance and each renewal thereof
required pursuant to this Article 10, both parties, at the beginning of the Term
and thereafter not less than thirty (30) days prior to the expiration of any
such policy, shall furnish each other with certificates of insurance for such
coverage. If any lender reasonably requests additional or substituted coverage,
Landlord and Tenant mutually agree to cooperate to satisfy the reasonable
demands of such lender.

Section 10.06 Mutual Waiver Of Subrogation.

         For the purpose of waiver of subrogation, the parties mutually release
and waive unto the other all rights to claim damages, costs or expenses for any
injury to persons (including death) or property caused by a casualty of any type
whatsoever in, on or about the Lease Property if the amount of such damage, cost
or expense has been paid to such damaged party under the terms of any policy of
insurance. All insurance policies carried with respect to this Lease, if
permitted under applicable law, shall contain a provision whereby the insurer
waives, prior to loss, all rights of subrogation against either Landlord or
Tenant.

                ARTICLE 11. ASSIGNMENT AND SUBLETTING PERMITTED

         Tenant may not assign this Lease nor sublet all or any part of the
Leased Property without the prior written consent of the Landlord, which consent
shall not be unreasonably withheld. Tenant shall notify Landlord in writing of
the terms of any proposed assignment or subletting, the name and address of the
proposed assignee or sublessee, and, in the case of a sublease, the area
proposed to be


                                       17
<PAGE>

sublet. Landlord shall notify Tenant within ninety (90) days of Tenant's giving
such notice that it consents or that it withholds its consent to Tenant's
proposal. Failure of Landlord to give Tenant such notice within such ninety (90)
day period shall be deemed a waiver of Landlord's right to withhold its consent
to Tenant's proposed assignment or sublease. Any such permitted assignment and
subletting shall be subject to and governed by the terms of this Lease, and
Tenant shall remain liable for the full performance of all conditions of this
Lease and the payment of all rents hereunder.

                  ARTICLE 12. TENANT'S RIGHT OF FIRST REFUSAL

         For and in consideration of the sum of Ten and No/100 ($10.00) Dollars
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged and in addition to its rights to purchase the Leased
Property as provided in Articles 8 and 9, Landlord agrees not to sell, transfer,
pledge, encumber or otherwise convey any interest in the Leased Property without
first notifying Tenant and providing Tenant with the right of first refusal to
which it is entitled as herein provided for.

                  (a) Notice. In the event there should exist a bona fide offer
for the purchase of the Leased Property, Landlord, prior to the acceptance of
such offer and the consummation of any sale thereof, shall notify Tenant in
writing of such offer and shall offer to Tenant the opportunity to purchase the
Leased Property upon the same terms and conditions as is contained in the bona
fide offer. Tenant shall have ten (10) days from the date of receipt of such
written notice within which to notify Landlord of its desire to exercise its
right of first refusal, and any sale resulting therefrom shall be closed
thereafter as soon as practicable. In the event Tenant should fail to notify
Landlord of its desire to exercise its right of first refusal within the time
allowed herein or fail to consummate the purchase within a reasonable time
thereafter, then Landlord shall be free to sell the Leased Property pursuant to
the bona fide offer, within a period of one hundred twenty (120) days

                                       18
<PAGE>

thereafter. An offer shall not be deemed a bona fide offer unless it is made in
good faith, in writing and by a person or corporation financially able to
consummate the transaction. Any material change in the economic terms or
conditions of a bona fide offer shall necessitate a further notice and the
granting of a further right of first refusal to Tenant.

                  (b) Specific Performance. Landlord and Tenant hereby expressly
acknowledge that any breach of this agreement concerning Tenant's right of first
refusal will result in irreparable injury to Tenant, and that therefore Tenant
shall be entitled to obtain the specific performance of said agreement and a
restraining order or injunction prohibiting Landlord from violating said
agreement as an appropriate remedy in a court of proper jurisdiction. This right
shall not preclude Tenant from obtaining any other appropriate relief to which
it may be entitled, including all costs and reasonable attorneys fees incurred
in enforcing said agreement.

                        ARTICLE 13. DEFAULT AND REMEDIES

Section 13.01 Default by Tenant--Termination After Notice--Opportunity to
              Remedy.

         Should (i) default be made by Tenant in the payment of any portion of
the rent, taxes or other charges when due and should such default continue for
more than fourteen (14) days after written notice to Tenant from the obligee of
such charge or from Landlord specifying such default, or (ii) Tenant fail to
keep the required insurance coverage in full force and effect at all times, or
(iii) default be made, and continue for more than thirty (30) days after written
notice from Landlord specifying such default in the performance of any of the
other covenants on the part of Tenant to be kept or performed, then, and only in
such event, Landlord may at Landlord's option terminate Tenant's right to
possession of the Leased Property by written notice to Tenant and shall have the
immediate right of reentry to remove all persons and property from same and
dispose of or store such property as it deems fit, and in addition or in the
alternative to take such other action or pursue


                                       19
<PAGE>

such other remedies and recover such damages as may be permitted under the laws
of the State of North Carolina; provided, however, that no such termination
shall be effected or action taken or remedy pursued until the expiration of such
additional period, if any, as may be reasonably necessary to remedy a default
involving other than the payment of money, if it is of such character as to
require more than thirty (30) days to remedy and Tenant proceeds promptly and
diligently to cure and correct the same within a reasonable time period and,
further provided that the period for curing any default shall not be extended so
as to jeopardize the interest of Landlord in the Leased Property or subject
Landlord to civil or criminal liability.

Section 13.02 Landlord's Default After Notice and Opportunity to Remedy.

         Should default be made by Landlord, and continue for more than thirty
(30) days after written notice from Tenant to Landlord, in transferring the
Leased Property to Tenant or in allowing a substitution of property pursuant to
Articles 8 or 9 hereof, Tenant may at Tenant's option terminate this Lease
forthwith by written notice to Landlord.

Section 13.03 Right to Remedy Default.

         Each party shall have the right after ten (10) days' written notice to
the other (but shall not be obligated) to correct or remedy any default upon the
part of the other, not cured within the notice period, under any provision of
this Lease, and both parties agree that, if a party shall correct or remedy any
such default, the other party shall pay to the performing party the cost of
correction upon demand, provided such notice shall not be required in the event
of the failure of Tenant to maintain the required insurance or pay taxes as
herein required.

Section 13.04 Termination for Tenant's Bankruptcy or Insolvency.

         Tenant agrees that in the event all or substantially all of its assets
are placed in the hands of a receiver or trustee, and such receivership or
trusteeship continues for a period of sixty (60) days, or


                                       20
<PAGE>

should Tenant make an assignment for the benefit of creditors or be adjudicated
a bankrupt, or should Tenant institute any proceedings under the Bankruptcy Act,
as the same now exists or under any amendment thereof, which may hereafter be
enacted, or under any other act relating to the subject of bankruptcy wherein
Tenant seeks to be adjudicated a bankrupt, or seeks to be discharged of its
debts, or to effect a plan of liquidation, or should any involuntary proceeding
be filed against Tenant under any such bankruptcy laws and Tenant consents
thereto or acquiesces therein by pleading or default, then this Lease or any
interest in and to the Leased Property shall not become an asset in any of such
proceedings and all rent payable by Tenant to Landlord for the remainder of the
Term shall immediately become due and payable by Tenant to Landlord without
notice of default of any kind, which notice is hereby expressly waived by
Tenant. Such rent for the remainder of the Term shall be calculated by using the
Base Rent and LIBOR Rent in effect at the time of Tenant's default and
discounting it to present value at the time of default by applying the judgment
rate then in effect. Landlord and Tenant agree that due to the difficulty of
measuring Landlord's damages in such event, such future rent shall constitute
liquidated damages which shall compensate Landlord for Tenant's default. In any
such event, and in addition to any and all rights or remedies of Landlord
hereunder or by law provided, it shall be lawful for Landlord at its option to
declare the Term ended and to re-enter the Leased Property and take possession
thereof and to remove all persons therefrom, and Tenant shall have no further
claim thereon or hereunder.

                    ARTICLE 14. SUBORDINATION AND MORTGAGEE.

Section 14.01 Subordination of Lease to Future Liens.

         Tenant hereby subjects and subordinates all or any of its rights under
this Lease to any and all mortgages and deeds of trust now existing or placed on
the Land or the Leased Property in the future; provided, however, that the
applicable mortgagee stipulates that Tenant will not be disturbed

                                       21
<PAGE>

in the quiet and peaceful use and enjoyment of the Leased Property so long as
Tenant is not in default hereunder and Tenant's options and rights to purchase
as herein set forth shall not be affected by any action taken under or pursuant
to such deed of trust, provided Tenant is not in default hereunder. Landlord and
Tenant agree that this Lease shall remain in full force and effect
notwithstanding any default or foreclosure under any such mortgage or deed of
trust, and that Tenant will attorn to the mortgagee, trustee or beneficiary of
such mortgage or deed of trust and their successors or assigns, or the purchaser
or assignee under any such foreclosure. Tenant will, upon request by Landlord,
execute and deliver to Landlord, or to any other person designated by Landlord,
any instrument or instruments required to give effect to the provisions of this
Article 14, so long as Landlord first obtains from any lender connected with
such request a written agreement providing: "As long as Tenant performs its
obligations under this Lease, no foreclosure of, deed given in lieu of
foreclosure of, or sale under the encumbrance, and no steps or procedures taken
under the encumbrance, shall affect Tenant's rights under this Lease."

Section 14.02 Notice to Mortgagee and Right to Cure Landlord's Default.

         If the Leased Property or any part thereof is at any time subject to a
first deed of trust and if Tenant is given notice thereof, including the post
office address of the beneficiary in such deed of trust, then notwithstanding
any other provision of this Lease to the contrary, Tenant shall not terminate
this Lease for any default on the part of Landlord without first giving written
notice to such beneficiary specifying the default in reasonable detail, and
affording such beneficiary a reasonable time thereafter (but not less than sixty
(60) days) to cure such default, including, if necessary, the time needed to
foreclose said deed of trust, acquire title to the Leased Property and then cure
such default; provided, however, any monetary default of Landlord must be cured
during


                                       22
<PAGE>

such period of time as is necessary to foreclose the property and further
provided that such foreclosure is pursued diligently during such period.

Section 14.03 Tenant's Consent to Changes in Lease.

         If, in connection with obtaining financing for the Leased Property, a
banking, insurance or other recognized institutional lender shall request
reasonable modifications in this Lease as a condition to such financing, Tenant
will not unreasonably withhold, delay or defer its consent thereto, provided
that such modification does not increase the obligations of Tenant hereunder or
adversely affect the leasehold interest hereby created or Tenant's use and
enjoyment of the Leased Property.

                        ARTICLE 15. GENERAL PROVISIONS.

Section 15.01 No Waiver of Breach.

         No failure by either Landlord or Tenant to insist upon the strict
performance by the other of any covenant, agreement, term or condition of this
Lease or to exercise any right or remedy consequent upon a breach thereof, shall
constitute a waiver of any such breach or of such covenant, agreement, term or
condition. No waiver of any breach shall affect or alter this Lease, but each
and every covenant, condition, agreement and term of this Lease shall continue
in full force and effect with respect to any other then existing or subsequent
breach.

Section 15.02 Time of Essence.

         Time is of the essence with respect to the provisions contained in this
Lease and each provision thereof.


                                       23
<PAGE>

Section 15.03 Computation of Time.

         The time in which any act provided by this Lease is to be done is
computed by excluding the first day and including the last, unless the last day
is a Saturday, Sunday, or holiday, and then it is also excluded.

Section 15.04 Unavoidable Delay-Force Majeure.

         If either party shall be delayed or prevented from the performance of
any act required by this Lease by reason of act of God, strikes, lockouts, labor
troubles, inability to procure materials, restrictive governmental laws or
regulations or other cause, without fault and beyond the reasonable control of
the party obligated (financial inability excepted), performance of such act
shall be excused for the period of the delay; and the period of the performance
of any such act shall be extended for a period equivalent to the period of such
delay; provided, however, nothing in this Section 15.04 shall excuse Tenant from
the prompt payment of any rental or other charge required of Tenant.

Section 15.05 Successor in Interest.

         Landlord shall not assign, transfer, or otherwise dispose of its
interest in the Leased Property or this Lease without first providing Tenant
with the right of first refusal to which it is entitled as provided in Article
12 hereof and, in the event Tenant declines to exercise such right, without the
written agreement of the assignee, transferee or recipient of Landlord's
interest that it covenants and agrees to assume all the liabilities and
obligations of the "Landlord" under this Lease. In the event of such valid
assignment, Landlord shall be entirely freed and relieved of all liabilities and
obligations of the Landlord under this Lease which accrue from or after the date
of such sale. Notwithstanding anything to the contrary contained in this Lease,
it is specifically understood and agreed that the liability of Landlord
hereunder shall be limited to the equity of


                                       24
<PAGE>

Landlord in the Land in the event of a breach by Landlord of any of the terms,
covenants and conditions of, this Lease to be performed by Landlord. In
furtherance of the foregoing, Tenant hereby agrees that any judgment it may
obtain against Landlord as a result of a breach of any of the terms, covenants
or conditions hereof by Landlord shall be enforceable solely against the
Landlord's fee simple interest in the Land.

Section 15.06 Entire Agreement.

         This Lease and the Purchase and Sale Agreement contain the entire
agreement of the parties with respect to the matters covered by this Lease. No
other agreement, statement or promise made by any party, or to any employee,
officer or agent of any party, which is not contained in these documents shall
be binding or valid.

Section 15.07 Partial Invalidity.

         If any covenant, condition or provision of this Lease is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the provisions shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.

Section 15.08 Relationship of Parties.

         Nothing contained in this Lease shall be deemed or construed by the
parties or by any third person to create the relationship of principal and agent
or of partnership or of joint venture or of any association between Landlord and
Tenant. Neither the method of computation of rent nor any other provisions
contained in this Lease nor any acts of the parties in connection with this
Lease shall be deemed to create any relationship between Landlord and Tenant,
other than the relationship of Landlord and Tenant.


                                       25
<PAGE>

Section 15.09 Interpretation and Definitions.

         The language in all parts of this Lease shall in all cases be simply
construed according to its fair meaning and not strictly for or against Landlord
or Tenant. Unless otherwise provided in this Lease, or unless the context
otherwise requires, the following definitions and rules of construction shall
apply to this Lease.

                  (a) Number and Gender. In this Lease the neuter gender
includes the feminine and masculine, and the singular number includes the
plural, and the word "person" includes corporation, partnership, firm or
association wherever the context so requires.

                  (b) Mandatory and Permissive. "Shall," "will," and "agrees"
are mandatory; "may" is permissive.

                  (c) Captions. Captions of the articles, sections, and
paragraphs of this Lease are for convenience and reference only, and the words
contained therein shall in no way be held to explain, modify, amplify or aid in
the interpretation, construction or meaning of the provisions of this Lease.

                  (d) Parties. Parties shall include the Landlord and Tenant.

                  (e) Sublessee. As used herein, the word "sublessee" shall mean
and include in addition to a sublease and subtenant, a licensee, concessionaire,
or other occupant or user of any portion of the Leased Property.

Section 15.10 Interest.

         Any sum accruing to Landlord or Tenant under the provisions of this
Lease which shall not be paid when due shall bear interest at the rate of
fifteen percent (15%) per annum.

Section 15.11 Modification.

         This Lease is not subject to modification except in writing.

                                       26
<PAGE>

Section 15.12 Delivery of Rent and Notices - Method and Time.

                  (a) All notices, demands or requests from one party to another
may be personally delivered or sent by mail, certified or registered, postage
prepaid, to the addresses stated in this Section 15.12 or sent by facsimile
transmission to the telephone numbers stated in this Section 15.12, and shall be
deemed to have been given at the time of personal delivery, at the end of the
third (3rd) full day following the date of mailing or at the time same is
transmitted by facsimile, provided it is also sent via one of the other means.

                  (b) All rents and other sums payable by Tenant to Landlord
shall be by check payable to "Harrison Limited Partnership One" delivered in
person or mailed to Landlord at 901 Tallan Building, Suite 901, Chattanooga,
Tennessee 37402, or by wire transfer per instructions delivered by Landlord,
from time to time.

                  (c) All notices, demands, or requests from Tenant to Landlord
shall be given to Landlord at 901 Tallan Building, Suite 901, Chattanooga,
Tennessee 37402 or, if by facsimile transmission, to 423/756-3010.

                  (d) All notices, demands, or requests from Landlord to Tenant
shall be given to Tenant at Coca-Cola Bottling Co. Consolidated, 4100 Coca-Cola
Plaza, Charlotte, North Carolina 28211, Attention: Chief Financial Officer or,
if by facsimile transmission, to (704) 551-4451 Attention: Chief Financial
Officer.

                  (e) Each party shall have the right, from time to time, to
designate a different address by notice given in conformity with the provisions
of this Section 15.12.

Section 15.13 Broker's Commission.

         Each of the parties represents and warrants to the other that there are
no claims for broker's commissions or finders' fees payable in connection with
the execution of this Lease. Each party



                                       27
<PAGE>

agrees to indemnify and save harmless the other party from any claim for a
brokerage commission or finder's fee arising as a result of claims made as a
result of the actions of the indemnifying party.

Section 15.14 Landlord's Right to Inspect.

         Landlord shall be entitled, at all reasonable times, to go on the
Leased Property for the purpose of inspecting the Leased Property, or for the
purpose of inspecting the performance by Tenant of the terms and conditions of
this Lease, or for the purpose of posting and keeping posted thereon notices of
non-responsibility for any construction, alteration or repair thereof, as
required or permitted by any law or ordinance.

Section 15.15 Estoppel Certificate.

         Tenant shall, upon demand of Landlord, execute, acknowledge and deliver
to Landlord an estoppel certificate(s) showing whether the Lease is in full
force and effect and whether any changes may have been made to the original
Lease; whether the Term has commenced and full rental is accruing; whether
possession has been assumed and all improvements to be provided by Landlord have
been completed; whether rent has been paid more than thirty (30) days in
advance; whether there are any liens, charges, or offsets against rental due or
to become due; whether the address shown on such estoppel certificate(s) is
accurate and such other information as may be reasonably requested.

Section 15.16 Termination of Existing Lease.

         Effective as of 11:59 p.m. on the day immediately preceding the
Commencement Date, that certain Lease Agreement (the "Existing Lease") by and
between Landlord and Tenant, dated November 30, 1992 relating to a portion of
the Leased Property, shall terminate and be of no further force or effect.
Provided, however, in the event this Lease becomes null and void for any reason
prior to the Commencement Date, the Existing Lease shall not be terminated and
shall

                                       28
<PAGE>

remain enforceable in accordance with its terms to the same extent and effect
as if this Lease had never been executed and delivered in the first instance.

        ARTICLE 16. EXECUTION, RECORDING AND INCORPORATION BY REFERENCE.

Section 16.01 Recording.

         The parties shall, after the execution of this Lease, execute,
acknowledge and record a Memorandum of Lease reasonably acceptable to Landlord
and Tenant. Following recording, the Memorandum shall be attached to this Lease.

Section 16.02 Exhibits.

         Exhibit A and Exhibit B are attached and made a part of this Lease.
This Lease has been executed by the parties as of the 15th day of December,
2000.


                      [SIGNATURES APPEAR ON FOLLOWING PAGE]


                                       29
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Lease
effective as of the date first written above.


LANDLORD:                                    TENANT:

HARRISON LIMITED PARTNERSHIP ONE             COCA-COLA BOTTLING CO. CONSOLIDATED

By:  General Partner,
     JFH Management, Inc.                    By: s/ David V. Singer
                                                 -------------------------------
                                             Name: David V. Singer
                                             Title: Vice President & CFO
     By: s/ J. Frank Harrison
         -------------------------------
     Name: J. Frank Harrison
     Title: President


By:  Limited Partner,
     Remainder Trust Under the Revocable
     Agreement of Anne Lupton Carter


     By: s/ Reid M. Henson
         -------------------------------
     Name: Reid M. Henson
     Title: Trustee


     By: s/ J. Frank Harrison, III
         -------------------------------
     Name: J. Frank Harrison, III
     Title: Trustee




                                       30
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>FIRST AMENDMENT TO MANAGEMENT AGREEMENT
<TEXT>



                     FIRST AMENDMENT TO MANAGEMENT AGREEMENT

         This First Amendment (this "Amendment") to the Management Agreement
(the "Management Agreement"), dated as of July 2nd, 1993, among Coca-Cola
Bottling Co. Consolidated, a Delaware corporation ("Manager"), Carolina
Coca-Cola Bottling Partnership (now known as Piedmont Coca-Cola Bottling
Partnership), a Delaware general partnership ("Piedmont Partnership"), CCBC of
Wilmington, Inc. ("Wilmington") (Piedmont Partnership and Wilmington are
sometimes jointly and severally referred to herein as the "Partnership"), a
Delaware corporation wholly owned by Piedmont Partnership, Piedmont Partnership
Holding Company (successor in interest to Carolina Coca-Cola Bottling
Investments, Inc.) ("KO Sub"), a Delaware corporation wholly owned by The
Coca-Cola Company, and Coca-Cola Ventures, Inc. (successor in interest to
Palmetto Bottling Company) ("Ventures"), a Delaware corporation wholly owned by
Manager (KO Sub and Ventures are herein collectively referred to as "Partners"
and sometimes referred to individually as "Partner"), is entered into effective
as of January 1, 2001.

                              Statement of Purpose
                              --------------------

         The parties hereto are all of the parties to the Management Agreement.
Capitalized terms not defined herein shall have the meaning assigned thereto in
the Management Agreement. Pursuant to Section 15.05 of the Management Agreement
and in consideration of the mutual promises contained herein, the parties hereto
amend the Management Agreement as follows:

         Section 1. Name Change of Piedmont Coca-Cola Bottling Partnership. All
references to CCCB Partnership in the Management Agreement are hereby amended
to read Piedmont Partnership.

         Section 2. Management Fee Change. Section 5.01 of the Management
Agreement is hereby amended and restated in its entirety to read as follows:

               5.01 Management Fee. In consideration for the services to be
         provided by Manager pursuant to this Agreement, the Partnership shall
         pay to Manager a management services fee equal to 29(cent) per 8 oz.
         equivalent case (i.e., 192 ounces/case) of bottles, cans and pre-mix
         ("Equivalent Case") sold by the Partnership in the Territory on or
         after January 1, 2001 (the "Management Fee"). The Management Fee may be
         increased from time to time by the unanimous vote of the Executive
         Committee of Piedmont Partnership.

         Section 3. No Other Effect. Except as expressly provided above, the
Management Agreement shall remain in full force and effect, without amendment.


<PAGE>

                   IN WITNESS WHEREOF, each of the parties has caused this
 Amendment to be executed on its behalf by its duly authorized representative
 effective as of the date first written above.

 Coca-Cola Bottling Co. Consolidated

 By: /s/ David V. Singer
    ---------------------------------------
      Name: David V. Singer
            -------------------------------
      Title: Executive Vice President & CFO
            -------------------------------

 Piedmont Coca-Cola Bottling Partnership

 By: Coca-Cola Bottling Co. Consolidated,
     Manager

 By: /s/ David V. Singer
    ---------------------------------------
      Name: David V. Singer
            -------------------------------
      Title: Executive Vice President & CFO
            -------------------------------

 CCBC of Wilmington, Inc.

 By: /s/ Umesh Kasbekar
    ---------------------------------------
      Name: Umesh Kasbekar
            -------------------------------
      Title: Vice President
            -------------------------------

 Piedmont Partnership Holding Company

 By: /s/ Lawrence R. Cowart
    ---------------------------------------
      Name: Lawrence R. Cowart
            -------------------------------
      Title: Consultant
            -------------------------------

 Coca-Cola Ventures, Inc.

  By: /s/ Umesh Kasbekar
    ---------------------------------------
      Name: Umesh Kasbekar
            -------------------------------
      Title: Vice President
            -------------------------------


<PAGE>

                   IN WITNESS WHEREOF, each of the parties has caused this
 Amendment to be executed on its behalf by its duly authorized representative
 effective as of the date first written above.

 Coca-Cola Bottling Co. Consolidated

 By: /s/ David V. Singer
    ---------------------------------------
      Name: David V. Singer
            -------------------------------
      Title: Executive Vice President & CFO
            -------------------------------

 Piedmont Coca-Cola Bottling Partnership

 By: Coca-Cola Bottling Co. Consolidated,
     Manager

 By: /s/ David V. Singer
    ---------------------------------------
      Name: David V. Singer
            -------------------------------
      Title: Executive Vice President & CFO
            -------------------------------

 CCBC of Wilmington, Inc.

 By: /s/ Umesh Kasbekar
    ---------------------------------------
      Name: Umesh Kasbekar
            -------------------------------
      Title: Vice President
            -------------------------------

 Piedmont Partnership Holding Company

 By: /s/ Juan Johnson
    ---------------------------------------
      Name: Juan Johnson
            -------------------------------
      Title: Vice President
            -------------------------------

 Coca-Cola Ventures, Inc.

  By: /s/ Umesh Kasbekar
    ---------------------------------------
      Name: Umesh Kasbekar
            -------------------------------
      Title: Vice President
            -------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>ANNUAL BONUS PLAN
<TEXT>




                       COCA-COLA BOTTLING CO. CONSOLIDATED
                            ANNUAL BONUS PLAN - 2001

PURPOSE

The purpose of this Annual Bonus Plan (the "Plan") is to promote the best
interests of the Company and its Shareholders by providing key management
employees with additional incentives to assist the Company in meeting and
exceeding its business goals.

PLAN ADMINISTRATION

The Plan will be administered by the Compensation Committee as elected by the
Board of Directors; provided that, so long as the Company and the Plan are
subject to the provisions of Section 162(m) of the Internal Revenue Code of
1986, as amended ("Section 162(m)"), either the Compensation Committee shall be
composed solely of two or more directors who qualify as "outside directors"
under Section 162(m) or, if for any reason one or more members of the
Compensation Committee cannot qualify as "outside directors," the Board shall
appoint a separate Bonus Plan Committee composed of two or more "outside
directors" which shall have all of the powers otherwise granted to the
Compensation Committee to administer the Plan. All references herein to the
"Committee" shall be deemed to refer to either the Compensation Committee or to
the Bonus Plan Committee, as applicable at any given time. The Committee is
authorized to establish new guidelines for administration of the Plan, delegate
certain tasks to management, make determinations and interpretations under the
Plan, and to make awards pursuant to the Plan; provided, however, that the
Committee shall at all times be required to exercise these discretionary powers
in a manner, and subject to such limitations, as will permit all payments under
the Plan to "covered employees" (as defined in Section 162(m)) to continue to
qualify as "performance-based compensation" for purposes of Section 162(m), and
any action

<PAGE>

taken by the Committee shall automatically be deemed null and void to the extent
(if any) that it would have the effect of destroying such qualification. Subject
to the foregoing, all determinations and interpretations of the Committee will
be binding upon the Company and each participant.

PLAN GUIDELINES

Eligibility: The Committee is authorized to grant cash awards to any officer,
including officers who are directors and to other employees of the Company and
its affiliates in key positions.

Participation: Management will recommend annually key positions which should
qualify for awards under the Plan. The Committee has full and final authority in
its discretion to select the key positions eligible for awards. Management will
inform individuals in selected key positions of their participation in the Plan.


Qualification and Amount of Award:

1.       Participants will qualify for awards under the Plan based on:
         (a)      Corporate goals set for the fiscal year.
         (b)      Division/Manufacturing Center goals or
                  individual goals set for the fiscal year.
         (c)      The Committee may, in its sole discretion, eliminate any
                  individual award, or reduce (but not increase) the amount of
                  compensation payable with respect to any individual award.

<PAGE>

2.       The total cash award to the participant will be computed as follows:
         Gross Cash Award = Base Salary X Approved Bonus % Factor X Indexed
         Performance Factor X Overall Goal Achievement Factor.

         Notwithstanding the above formula, the maximum cash award that may be
         made to any individual participant based upon performance for any
         fiscal year period shall be $1,000,000.

3.       The Base Salary is the participant's base salary level set for the
         fiscal year. The Approved Bonus % Factor is a number set by the
         Committee (maximum = 100%) to reflect each participant's relative
         responsibility and the contribution to Company performance attributed
         to each participant's position with the Company.

4.       The Indexed Performance Factor is determined by the Committee prior to
         making payments of awards for each fiscal year, based on each
         individual's performance during such fiscal year. Since the Committee
         is necessarily required to evaluate subjective factors related to each
         individual's performance in order to arrive at this number, and since
         such evaluations cannot be made until after the close of the fiscal
         year to which the award relates, the Indexed Performance Factor will
         automatically be set at 1.2 for all participants who are "covered
         employees" (as defined in Section 162(m)), in order to allow awards to
         such participants to qualify as "performance-based compensation" that
         is not subject to the deduction limits of Section 162(m).

5.       The Overall Goal Achievement Factor used in calculating the Gross Cash
         Award for each participant will be determined on the basis of
         multiplying the weightage factor specified in ANNEX A attached hereto
         for each of the six performance criteria specified therein (Operating
         Cash Flow (as defined in ANNEX A), Free Cash Flow (as defined in ANNEX
         A), Net Income, Unit Volume, Market Share, and an overall Value Measure
         (as defined in ANNEX A)) by the percentage specified in the following
         table for the level of performance achieved with respect to each such
         goal:

<PAGE>

                   Goal Achievement                           Amount of Award
                        (in percent)                          (as a % of max.)

                      89.0 or less                                    0
                      89.1-94                                        80
                      94.1-97                                        90
                      97.1-100                                      100
                     100.1-105                                      110
                     105.1-110                                      120

6.       The Committee will review and approve all awards. The Committee has
         full and final authority in its discretion to adjust the Gross Cash
         Award determined in accordance with the formula described above in
         arriving at the actual gross amount of the award to be paid to any
         participant; subject, however, to the limitation that such authority
         may be exercised in a manner which reduces (by using lower numbers for
         the Indexed Performance Factor or otherwise), but not in a manner which
         increases, the Gross Cash Award calculated in accordance with the
         formula prescribed in Paragraph 2 above. The gross amount will be
         subject to all local, state and federal minimum tax withholding
         requirements.

7.       Participant must be an employee of the Company on the date of payment
         to qualify for an award. Any participant who leaves the employ of the
         Company, voluntarily or involuntarily, prior to the payment date, is
         ineligible for any bonus. An employee who assumes a key position during
         the fiscal year may be eligible for a pro-rated award at the option of
         the Committee, provided the participant has been employed a minimum of
         three (3) months during the calendar year.

8.       Awards under the bonus program will not be made if any material aspects
         of the bottle contracts with The Coca-Cola Company are violated.

Payment Date: Awards shall be paid upon determination (and certification by the
Committee, as provided below) of the results under each of the performance
criteria specified in Paragraph 5 above following the closing of the Company's
books for the fiscal year to which

<PAGE>

such awards relate; provided, however, that the Committee shall have discretion
to delay its certification and payment of awards for any fiscal year until
following notification from the Company's independent auditors of the final
audited results of operations for the fiscal year. In any event, the Committee
shall provide written certification that the annual performance goals have been
attained, as required by Section 162(m), prior to any payments being made for
any fiscal year.

AMENDMENTS, MODIFICATIONS AND TERMINATION

The Committee is authorized to amend, modify or terminate the Plan retroactively
at any time, in part or in whole; provided, however, that any such amendment may
not cause payments to "covered employees" under the Plan to cease to qualify as
"performance-based compensation" under Section 162(m) unless such amendment has
been approved by the full Board of Directors of the Company.

SHAREHOLDER APPROVAL REQUIREMENT

So long as the Company and the Plan are subject to the provisions of Section
162(m), no awards shall be paid to any participants under the Plan unless the
performance goals under the Plan (including any subsequent Plan amendments as
contemplated above) shall have received any approval of the Company's
shareholders required in order for all such payments to "covered employees" to
qualify as "performance-based compensation" under Section 162(m).

<PAGE>

                                ANNEX A FOR 2001
                                ----------------

                        APPROVED PERFORMANCE CRITERIA FOR
                        ---------------------------------
                             AWARDING BONUS PAYMENTS
                             -----------------------

                                 CORPORATE GOALS
                                 ---------------

                                        WEIGHTAGE
   PERFORMANCE INDICATOR                 FACTOR*                GOAL
   ---------------------                 ------                 ----



1.  Operating Cash Flow                   30%             Approved Budget

2.  Free Cash Flow                        40%             Approved Budget

3.  Net Income                            10%             Approved Budget

4.  Unit Volume                            5%             Approved Budget

5.  Market Share - Nielsen                 5%             Positive Share Swing

6.  Value Measure                         10%             Approved Budget
    (9 X OCF - Debt)

    Total                                100%

* Set as Part of Approved Plan

NOTES:

1.       Operating  cash flow is  defined  as income  from  operations  before
                  depreciation  and  amortization  of goodwill and intangibles.

2.       Free cash flow is defined as the net cash available for debt
                  paydown after considering non-cash charges, capital
                  expenditures, taxes and adjustments for changes in assets and
                  liabilities, but before payment of cash dividends.
                  Specifically excluded would be acquisitions and capital
                  expenditures made because of acquisitions. Specifically
                  excluded from free cash flow are net proceeds from:
                  - Sales of franchise territories
                  - Sales of real estate
                  - Sales of other assets
                  - Other items as defined by the Committee.


3.       Net Income is defined as the after-tax reported earnings of the
         Company.

<PAGE>

4.       Unit Volume is defined as bottle, can and pre-mix cases, converted to
         8 oz. cases.

5.       If, and to the extent that,  excluding any of the following items
         increases the level of goal  achievement with respect to any of the
         performance indicators, then such item shall be excluded from
         determination of the level of goal achievement:
         -        Unbudgeted events of more than $50,000.
         -        Impact of non-budgeted acquisition or joint venture
                  transactions occurring after the commencement of the fiscal
                  year performance period.
         -        Adjustments  required to implement  unbudgeted  changes in
                  accounting  principles (i.e., new FASB rulings).
         -        Unbudgeted changes in depreciation and amortization schedules.
         -        Unbudgeted  premiums  paid or received due to the  retirement
                  of  refinancing  of debt or hedging vehicles.
         The Committee shall, however, have discretion to include any of these
         specifically excluded items, but only to the extent that the exercise
         of such discretion would reduce (but not increase) the amount of any
         award otherwise payable under the Plan.

6.       Bonus  program  will not be in  force if any  material  aspects  of the
         Bottle  Contracts  with  TCCC are violated.

7.       For purposes of determining incentive compensation, accounting
         practices and principles used to calculate "actual" results will be
         consistent with those used in calculating the budget.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>RETIREMENT AND CONSULTING AGREEMENT
<TEXT>




                      RETIREMENT AND CONSULTING AGREEMENT

          THIS RETIREMENT AND CONSULTING AGREEMENT (the "Agreement") is made to
be effective the 1st day of June, 2000, by and between Reid M. Henson
(hereinafter "Henson") and Coca-Cola Bottling Co. Consolidated (hereinafter the
"Company").

                               W I T N E S S E T H:
                               - - - - - - - - - -

          WHEREAS, Henson has served as an officer of the Company with the title
 of Vice Chairman of the Board of Directors of the Company (hereinafter the
 "Board") since 1983; and

          WHEREAS, Henson has expressed his intention to retire as an officer of
 the Company effective as of May 31, 2000, and the Board desires to insure that
 Henson will serve as a consultant to the Company after his retirement; and

          WHEREAS, Henson is willing to provide such consulting services to the
 Company after his retirement under the terms and conditions of this Agreement;

          NOW, THEREFORE, in consideration of the premises and other
 consideration as expressly provided for herein, the parties hereto agree as
 follows:

          1. Retirement.

             (a) Retirement Date. Henson and the Company agree that Henson shall
          retire as an employee and officer of the Company effective as of May
          31, 2000 (the "Retirement Date").

             (b) Employee Benefit Plans of the Company. Henson shall be entitled
          to the rights and benefits of a retiree pursuant to the retiree
          medical plan of the Company as in effect as of the Retirement Date
          applicable to retirees of the Company subject to and in accordance
          with the terms and conditions of such plan. In addition, Henson shall
          be entitled to receive the benefits payable to Henson pursuant to the
          terms of the other employee benefit plans of the Company in which
          Henson participates as in effect as of the Retirement Date. This
          Agreement shall neither reduce nor enlarge Henson's rights, if any,
          under the terms of such plans and shall not change the terms of such
          plans or the benefits earned by or due to Henson thereunder. The
          benefits earned by or due to Henson in accordance with the terms of
          such plans shall be paid to Henson by the Company or such plans (as
          the case may be), and such payments shall discharge fully all
          obligations of the Company and such plans with respect to Henson's
          benefits under such plans.

          2. Continued Service as a Director. Henson and the Company acknowledge
that Henson is currently serving as a director of the Company with a term
expiring in 2002. Henson shall continue to serve as a director of the Company
for the remainder of such term in accordance with the Bylaws of the Company;
provided, however, that during the term of this Agreement, Henson shall not be
entitled to receive any compensation for his services as a director, either in
the form of an annual retainer or meeting fees. Notwithstanding the foregoing,

<PAGE>


if Henson continues to serve as a director following the termination of this
Agreement, then Henson shall be entitled to receive the same compensation and
benefits accorded to other nonemployee directors of the Company for his services
as a director from and after the termination of this Agreement.

          3. Consulting.

             (a) Duties. Commencing as of June 1, 2000, Henson shall stand ready
          to and shall furnish to the Company such "consulting services" as the
          Chief Executive Officer of the Company (or his designee) may
          reasonably request, which such consulting services may include
          consulting with and assisting the management of the Company concerning
          the general oversight and guidance of the Company and major projects
          of the Company, and providing the Company with the benefit of his
          experience and knowledge concerning all such matters. Henson agrees to
          provide the Company with such time and business resources as are
          reasonably necessary in order to carry out his responsibilities
          hereunder, and he agrees not to accept any other employment that would
          preclude him from carrying out or otherwise interfering with his
          responsibilities hereunder. In addition, Henson acknowledges that from
          time to time he may be required to provide substantial time and
          business resources to the Company in connection with the consulting
          services requested hereunder. The parties agree that in performing
          consulting services hereunder Henson shall not be an employee of the
          Company but shall act in the capacity of independent contractor.

             (b) Compensation. In consideration for the services to be rendered
          by Henson pursuant to this Section 3, the Company agrees to pay to
          Henson $350,000 annually, such amount to be paid in equal monthly
          installments.

          4. Term. The term of this Agreement shall commence as of the date
hereof and shall continue until May 31, 2005. Notwithstanding the foregoing,
this Agreement shall terminate prior to May 31, 2005 upon the following events:

             (a) Henson elects to terminate the Agreement, in which event Henson
          shall serve sixty (60) days advance written notice upon the Company
          informing the Company of his election to terminate this Agreement;

             (b) The death of Henson, in which event this Agreement shall
          terminate automatically, without any requirement of notice; or

             (c) A determination made in good faith by the Board that Henson has
          willfully failed to perform or is unable to perform due to medical
          infirmity the services assigned to him by the Company pursuant hereto,
          in which event this Agreement shall terminate automatically, without
          any requirement of notice.

          5. Confidentiality of Company Information. Henson agrees to keep
confidential and not to disclose to anyone other than a person acting on behalf
of the Company any information about the Company concerning its methods and
manner of operation, marketing plans, new

                                        2

<PAGE>

products, procedures, methods, processes, know-how and techniques, customer
lists and other similar information that may be useful by a competitor of the
Company. This obligation shall continue throughout the term of this Agreement
and thereafter indefinitely.

          6. Covenant Not to Compete. Henson agrees not to engage in any
business activity which competes with or is likely to compete with the business
of the Company in the states in which the Company conducts its business
operations during the term of this Agreement and for a period of three (3) years
following the termination of this Agreement. For the purposes hereof, engaging
in a business activity shall include engaging in a business as an employee,
partner, officer, director, consultant, or owner of an equity interest in a
business, whether it is a proprietorship, corporation, partnership, limited
liability company or similar entity.

          7. Governing Law. This Agreement shall be governed by and interpreted
by the laws of the State of North Carolina.

          8. Entire Agreement. This instrument contains the entire agreement of
the parties with respect to the subject matter hereof and all previous
agreements and discussions relating to the same or similar subject matter are
merged herein. This Agreement may not be changed, amended, modified, terminated
or waived except by a writing signed by both parties hereto. Neither this
Agreement nor the provisions of this Section may be changed, amended, modified,
terminated or waived as a result of any failure to enforce any provision or the
waiver of any specific breach or breaches thereof or any course of conduct of
the parties.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year set forth opposite each respective name.

COCA-COLA BOTTLING CO. CONSOLIDATED

 By:  /s/ Robert D. Pettus, Jr.                        5/15/2000
      ---------------------------------                ------------------------
      Name:                                            (Date)
           ----------------------------
      Title:
            ---------------------------


/s/ Reid M. Henson                                     5-17-2000
- ---------------------------------------                -------------------------
 Reid M. Henson                                        (Date)

                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>9
<FILENAME>0009.txt
<DESCRIPTION>LIST OF SUBSIDIARIES
<TEXT>




<TABLE>
<CAPTION>

                              LIST OF SUBSIDIARIES
                              --------------------


                                                 Date Inc./  State Inc./                                                     Percent
               Entity's Legal Name               Organized    Organized            100% Ownership By                          Owned
               -------------------               ---------    ---------            -----------------                          -----

<S>                                               <C>            <C>        <C>                                               <C>
Coca-Cola Bottling Co. Consolidated               4/8/80         DE
Carolina Coca-Cola Bottling Co.                   10/26/98       DE         Coca-Cola Bottling Co. Consolidated                 100%
Case Advertising, Inc.                            2/18/88        DE         Coca-Cola Bottling Co. Consolidated                 100%
Category Management Consulting, LLC               6/29/95        NC         Coca-Cola Bottling Co. Consolidated and              99%
                                                                                Coca-Cola Bottling Co. of Roanoke, Inc.           1%
CC Beverage Packing, Inc.                         3/15/88        DE         Coca-Cola Bottling Co. Consolidated                 100%
CCBC of Nashville, LP                             12/20/96       TN         Coca-Cola Bottling Company of Tennessee, LLC         51%
                                                                                and Consolidated Volunteer, Inc.                 49%
CCBC of Wilmington, Inc.                          6/17/93        DE         Piedmont Coca-Cola Bottling Partnership             100%
CCBCC Relief Foundation, Inc.                     06/13/95       NC         Coca-Cola Bottling Co. Consolidated                 100%
CCBCC, Inc.                                       12/20/93       DE         Coca-Cola Bottling Co. Consolidated                 100%
Chesapeake Treatment Company, LLC                 6/5/95         NC         Coca-Cola Bottling Co. Consolidated                  99%
                                                                                and Case Advertising, Inc.                        1%
COBC, Inc.                                        11/23/93       DE         Columbus Coca-Cola Co.                              100%
Coca-Cola Bottling Co. Affiliated, Inc.           4/18/35        DE         Coca-Cola Bottling Co. Consolidated                 100%
Coca-Cola Bottling Co. of Roanoke, Inc.           2/5/85         DE         Coca-Cola Bottling Co. Consolidated                 100%
Coca-Cola Bottling Company of Alabama, LLC        12/26/96       DE         Coca-Cola Bottling Co. Consolidated                   1%
                                                                                and CC Beverage Packing, Inc.                    99%
Coca-Cola Bottling Company of Mobile, LLC         12/20/96       AL         Coca-Cola Bottling Company of Alabama, LLC           51%
                                                                                and CC Beverage Packing, Inc.                    49%
Coca-Cola Bottling Company of North Carolina, LLC 12/18/95       NC         Coca-Cola Bottling Co. Consolidated                   1%
                                                                                and Coca-Cola Bottling Co. Affiliated, Inc.      99%
Coca-Cola Bottling Company of Tennessee, LLC      12/12/96       TN         Coca-Cola Bottling Co. Consolidated and              99%
                                                                                Coca-Cola Bottling Co. of Roanoke, Inc.           1%
Coca-Cola Ventures, Inc.                          6/17/93        DE         Coca-Cola Bottling Co. Affiliated, Inc.             100%
Columbus Coca-Cola Bottling Co.                   7/10/84        DE         Coca-Cola Bottling Co. Consolidated                 100%
Consolidated Leasing, LLC                         1/14/97        NC         Coca-Cola Bottling Co. Consolidated and              99%
                                                                                The Coca-Cola Bottling Company of WV, Inc.        1%
Consolidated Real Estate Group, LLC               1/4/00         NC         Coca-Cola Bottling Co. Consolidated                 100%
Consolidated Volunteer, Inc.                      12/11/96       DE         Coca-Cola Bottling Co. Consolidated                 100%
ECBC, Inc.                                        11/23/93       DE         Coca-Cola Bottling Co. Affiliated, Inc.             100%
Heath Oil Co, Inc.                                9/9/86         SC         Carolina Coca-Cola Bottling Co.                     100%
Jackson Acquisitions, Inc.                        1/24/90        DE         Coca-Cola Bottling Co. Consolidated                 100%
LYBC, Inc.                                        9/10/99        DE         Lynchburg Coca-Cola Bottling Co., Inc.              100%
Lynchburg Coca-Cola Bottling Co., Inc.            09/14/99       DE         Coca-Cola Bottling Co. of Roanoke, Inc.             100%
Metrolina Bottling Company                        5/21/93        DE         Coca-Cola Bottling Co. Consolidated                 100%
MOBC, Inc.                                        11/23/93       DE         CC Beverage Packing, Inc.                           100%
NABC, Inc.                                        11/23/93       DE         Consolidated Volunteer, Inc.                        100%
Panama City Coca-Cola Bottling Co.                10/5/31        FL         Columbus Coca-Cola Bottling Co.                     100%
PCBC, Inc.                                        11/23/93       DE         Panama City Coca-Cola Bottling Co.                  100%
Reidsville Transaction Corporation                05/16/99       DE         Coca-Cola Bottling Co. Consolidated                 100%
ROBC, Inc.                                        11/23/93       DE         Coca-Cola Bottling Co. of Roanoke, Inc.             100%
SUBC, Inc.                                        12/02/98       DE         Carolina Coca-Cola Bottling Co.                     100%
Tennessee Soft Drink Production Company           12/22/88       TN         Consolidated Volunteer, Inc.                        100%
The Coca-Cola Bottling Company of West
    Virginia, Inc.                                12/28/92       WV         Coca-Cola Bottling Co. Consolidated                 100%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                                               <C>            <C>        <C>                                               <C>
Thomasville Acquisitions, Inc.                    1/8/97         DE         Coca-Cola Bottling Co. Consolidated                 100%
TOBC, Inc.                                        3/24/97        DE         Coca-Cola Bottling Co. Consolidated                 100%
TXN, Inc.                                         1/3/90         DE         Data Ventures, LLC                                  100%
WCBC, Inc.                                        11/23/93       DE         Coca-Cola Bottling Co. Affiliated, Inc.             100%
Whirl-I-Bird, Inc.                                11/3/86        TN         Coca-Cola Bottling Co. Consolidated                 100%
WVBC, Inc.                                        11/23/93       DE         The Coca-Cola Bottling Company of WV, Inc.          100%

</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>10
<FILENAME>0010.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>




                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------


We hereby consent to the incorporation by reference in the Registration
Statement on Forms S-3 (Nos.33-4325, 33-54657 and 333-71003) of Coca-Cola
Bottling Co. Consolidated of our report dated February 14, 2001 relating to the
financial statements and financial statement schedules, which appears in this
Form 10-K.


PricewaterhouseCoopers LLP

Charlotte, North Carolina
March 28, 2001


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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