-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 O4gNR/SH52uQ4zoh0PgZDQb2jq1OOaduoRelvZILXtXR++PNUIyQur64XYgXWyno
 yfNjb3p0fT7BisFL9N3xWQ==

<SEC-DOCUMENT>0000021344-02-000002.txt : 20020413
<SEC-HEADER>0000021344-02-000002.hdr.sgml : 20020413
ACCESSION NUMBER:		0000021344-02-000002
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20020111
GROUP MEMBERS:		CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.
GROUP MEMBERS:		COCA-COLA OASIS, INC.
GROUP MEMBERS:		THE COCA-COLA COMPANY
GROUP MEMBERS:		THE COCA-COLA TRADING COMPANY LLC

SUBJECT COMPANY:	

	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:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-30570
		FILM NUMBER:		2507687

	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

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COCA COLA CO
		CENTRAL INDEX KEY:			0000021344
		STANDARD INDUSTRIAL CLASSIFICATION:	BEVERAGES [2080]
		IRS NUMBER:				580628465
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		ONE COCA COLA PLAZA
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30313
		BUSINESS PHONE:		4046762121

	MAIL ADDRESS:	
		STREET 1:		ONE COCA COLA PLAZA
		ZIP:			30313
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>con13d23.txt
<DESCRIPTION>AMENDMENT NO. 23
<TEXT>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                   Under the Securities Exchange Act of 1934
                              (Amendment No. 23)*

                      Coca-Cola Bottling Co. Consolidated
                                (Name of Issuer)

                    Common Stock, Par Value $1.00 Per Share
                         (Title of Class of Securities)

                                   191098102
                                 (CUSIP Number)


                                 Gary P. Fayard
               Senior Vice President and Chief Financial Officer
                             The Coca-Cola Company
                              One Coca-Cola Plaza
                             Atlanta, Georgia 30313
                                 (404) 676-2121
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                With a copy to:
                           Carol Crofoot Hayes, Esq.
                             The Coca-Cola Company
                              One Coca-Cola Plaza
                             Atlanta, Georgia 30313
                                 (404) 676-2121

                                January 2, 2002
            (Date of Event which Requires Filing of this Statement)

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

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

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

                                  Page 1 of 10
<PAGE>



                                  SCHEDULE 13D

CUSIP No.  - 191098102

1       NAME OF REPORTING PERSON
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        The Coca-Cola Company
        58-0628465

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a)     [X]
                                                                (b)     [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS*
        OO

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
        ITEMS 2(d) OR 2(e) N/A      [ ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION
        State of Delaware


NUMBER OF       7       SOLE VOTING POWER
SHARES                   None
BENEFICIALLY    8       SHARED VOTING POWER
OWNED BY                 1,984,495 shares of Common Stock, $1.00 par value per
EACH                     share
REPORTING       9       SOLE DISPOSITIVE POWER
PERSON                   1,984,495 shares of Common Stock, $1.00 par value per
WITH                     share

                10      SHARED DISPOSITIVE POWER
                         None

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        1,984,495 shares of Common Stock, $1.00 par value per share

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
        SHARES*                 [   ]

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        31.05%

14      TYPE OF REPORTING PERSON*
        CO


                      *SEE INSTRUCTIONS BEFORE FILLING OUT

                                  Page 2 of 10

<PAGE>

                                  SCHEDULE 13D

CUSIP No.  - 191098102

1       NAME OF REPORTING PERSON
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        The Coca-Cola Trading Company LLC
        59-1764184

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a)     [X]
                                                                (b)     [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS*
        OO

5       CHECK BOX IF  DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
        ITEMS 2(d) OR 2(e) N/A     [ ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION
        State of Delaware

NUMBER OF       7       SOLE VOTING POWER
SHARES                   None
BENEFICIALLY    8       SHARED VOTING POWER
OWNED BY                 1,984,495 shares of Common Stock, $1.00 par value per
EACH                     share
REPORTING       9       SOLE DISPOSITIVE POWER
PERSON                   1,984,495 shares of Common Stock, $1.00 par value per
WITH                     share

                10      SHARED DISPOSITIVE POWER
                         None

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        1,984,495 shares of Common Stock, $1.00 par value per share

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
        SHARES*                 [   ]

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        31.05%

14      TYPE OF REPORTING PERSON*
        CO


                      *SEE INSTRUCTIONS BEFORE FILLING OUT

                                  Page 3 of 10
<PAGE>



                                  SCHEDULE 13D

CUSIP No.  - 191098102

1       NAME OF REPORTING PERSON
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        Coca-Cola Oasis, Inc.
        88-0320762

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a)     [X]
                                                                (b)     [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS*
        OO

5       CHECK BOX IF  DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
        ITEMS 2(d) OR 2(e) N/A [ ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION
        State of Delaware


NUMBER OF       7       SOLE VOTING POWER
SHARES                   None
BENEFICIALLY    8       SHARED VOTING POWER
OWNED BY                 1,984,495 shares of Common Stock, $1.00 par value per
EACH                     share
REPORTING       9       SOLE DISPOSITIVE POWER
PERSON                   1,984,495 shares of Common Stock, $1.00 par value per
WITH                     share

                10      SHARED DISPOSITIVE POWER
                         None

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        1,984,495 shares of Common Stock, $1.00 par value per share

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
        SHARES*                 [   ]

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        31.05%

14      TYPE OF REPORTING PERSON*
        CO


                      *SEE INSTRUCTIONS BEFORE FILLING OUT

                                  Page 4 of 10

<PAGE>




                                  SCHEDULE 13D

CUSIP No.  - 191098102

1       NAME OF REPORTING PERSON
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        Carolina Coca-Cola Bottling Investments, Inc.
        58-2056767

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a)     [X]
                                                                (b)     [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS*
        OO

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
        ITEMS 2(d) OR 2(e)         N/A                             [   ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION
        State of Delaware


NUMBER OF       7       SOLE VOTING POWER
SHARES                   None
BENEFICIALLY    8       SHARED VOTING POWER
OWNED BY                 1,984,495 shares of Common Stock, $1.00 par value per
EACH                     share
REPORTING       9       SOLE DISPOSITIVE POWER
PERSON                   1,984,495 shares of Common Stock, $1.00 par value per
WITH                     share

                10      SHARED DISPOSITIVE POWER
                         None

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        1,984,495 shares of Common Stock, $1.00 par value per share

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
        SHARES*                 [   ]

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        31.05%

14      TYPE OF REPORTING PERSON*
        CO


                      *SEE INSTRUCTIONS BEFORE FILLING OUT

                                  Page 5 of 10

<PAGE>



                                AMENDMENT NO. 23
                                       TO
                 STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
                                     OF THE
                          GENERAL RULES AND REGULATIONS
                                    UNDER THE
                         SECURITIES EXCHANGE ACT OF 1934

     This Amendment No. 23 amends and supplements the original Schedule 13D
filed on May 18, 1987 by The Coca-Cola Company, as amended by Amendments 1
through 22 (the "Schedule 13D"). Terms used herein and not otherwise defined
shall have the meanings given such terms in the Schedule 13D.

ITEM 2. IDENTITY AND BACKGROUND

     Item 2 is hereby amended and restated as follows:

     This statement is being filed by The Coca-Cola Company, and three of The
     Coca-Cola Company's direct or indirect wholly owned subsidiaries, namely
     The Coca-Cola Trading Company LLC ("Trading Company"), Coca-Cola Oasis,
     Inc. ("Oasis") and Carolina Coca-Cola Bottling Investments, Inc.
     ("Carolina" and, together with The Coca-Cola Company, Trading Company and
     Oasis, the "Reporting Persons"). Each of The Coca-Cola Company, Oasis and
     Carolina is a Delaware corporation, having its principal executive office
     at One Coca-Cola Plaza, Atlanta, Georgia 30313, telephone (404)676-2121.
     Trading Company is a Delaware limited liability company, having its
     principal executive office at One Coca-Cola Plaza, Atlanta, Georgia 30313,
     telephone (404)676-2121. Carolina is a direct wholly owned subsidiary of
     Oasis, Oasis is a direct wholly owned subsidiary of Trading Company, and
     Trading Company is a direct wholly owned subsidiary of The Coca-Cola
     Company.

     The Coca-Cola Company is the largest manufacturer, distributor and marketer
     of soft drink concentrates and syrups in the world, as well as the world's
     largest distributor and marketer of juice and juice-drink products.

     Certain information with respect to the directors or managers and executive
     officers of the Reporting Persons is set forth in Exhibit A(99.1) attached
     hereto, including each director's or manager's, as applicable, and each
     executive officer's business address, present principal occupation or
     employment, citizenship and other information.

     None of the Reporting Persons nor, to the best of their knowledge, any
     director, manager, executive officer or controlling person of any Reporting
     Person has, during the last five years, been (a) convicted in a criminal
     proceeding (excluding traffic violations or similar misdemeanors), or (b) a
     party to a civil proceeding of a judicial or administrative body of
     competent jurisdiction as a result of which proceeding any Reporting Person
     or any director, manager, executive officer or controlling person of any
     Reporting Person was or is subject to a judgment, decree or final order
     enjoining future violations of, or prohibiting or mandating activities
     subject to, or finding any violation with respect to federal or state
     securities laws.


                                  Page 6 of 10

<PAGE>


ITEM 4.         PURPOSE OF TRANSACTION

     Item 4 is hereby amended and supplemented by adding to the information
previously filed under this Item the following:

          Piedmont Coca-Cola Bottling Partnership (formerly known as CCBCC
     Coca-Cola Bottling Partnership and Carolina Coca-Cola Bottling Partnership,
     and called the "Partnership" in this Amendment), was formed pursuant to a
     Partnership Agreement dated July 2, 1993, as amended ("Partnership
     Agreement"), between Carolina Coca-Cola Bottling Investments, Inc., a
     subsidiary of The Coca-Cola Company ("KO Subsidiary"), and subsidiaries of
     Coca-Cola Bottling Co. Consolidated ("Coke Consolidated").

          On January 2, 2002, Piedmont Partnership Holding Company, a wholly
     owned indirect subsidiary of The Coca-Cola Company ("Piedmont") sold a
     4.651% interest in the Partnership to Coca-Cola Ventures, Inc., a wholly
     owned indirect subsidiary of Coke Consolidated ("Ventures"), for a purchase
     price of $10 million. Following the sale, Piedmont has a 45.349% interest
     in the Partnership and Ventures has a 54.651% interest in the Partnership.
     Piedmont recognized a gain of approximately $4 million from the sale.

          In connection with the sale, Piedmont and Ventures amended the
     Partnership Agreement to reflect the new ownership percentages and to make
     certain other non-substantive changes.

          The Coca-Cola Company invests in bottling operations such as Coke
     Consolidated in order to maximize the strength and efficiency of its
     production, distribution and marketing systems around the world. In line
     with this bottling strategy, The Coca-Cola Company regularly reviews its
     options relating to its investments in bottling operations throughout the
     world, including its investment in Coke Consolidated. As part of this
     review, The Coca-Cola Company from time to time may consider, evaluate and
     propose various possible transactions involving Coke Consolidated or its
     subsidiaries, which could include, without limitation:


                                  Page 7 of 10

<PAGE>


          (i)  the possible acquisition of additional securities of Coke
               Consolidated, or the disposition of securities of Coke
               Consolidated;

          (ii) possible extraordinary corporate transactions (such as a merger,
               consolidation or reorganization) involving Coke Consolidated or
               any of its subsidiaries, including with other bottling companies
               in which one or more of the Reporting Persons may have a direct
               or indirect equity interest; or

          (iii) the possible acquisition by Coke Consolidated or its
               subsidiaries of assets or interests in one or more bottling
               companies, including other bottling companies in which one or
               more of the Reporting Persons may have a direct or indirect
               equity interest, or the possible sale of assets or bottling
               operations by Coke Consolidated or its subsidiaries.

ITEM 7.         MATERIAL TO BE FILED AS EXHIBITS

     Item 7 is hereby amended and supplemented by adding to the information
previously filed under this Item the following:

     Exhibit A (99.1) - Directors and Executive Officers of the Reporting
                        Persons

     Exhibit B (99.2) - Securities Purchase Agreement, dated as of January 2,
                        2002, between Piedmont Partnership Holding Company
                        and Coca-Cola Ventures, Inc.

     Exhibit C (99.3) - Assignment, dated as of January 2, 2002, between
                        Piedmont Partnership Holding Company and Coca-Cola
                        Ventures, Inc.

     Exhibit D (99.4) - Master Amendment to Partnership Agreement, Management
                        Agreement and Definition and Adjustment Agreement,
                        entered into as of January 2, 2002, by and among
                        Piedmont Coca-Cola Bottling Partnership, CCBC of
                        Wilmington, Inc., The Coca-Cola Company, Piedmont
                        Partnership Holding Company, Coca-Cola Bottling Company
                        Consolidated, and Coca-Cola Ventures, Inc.


                                  Page 8 of 10

<PAGE>


                                   SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

                                        THE COCA-COLA COMPANY


                                        By:  /s/ Gary P. Fayard
                                        --------------------------------
                                             Gary P. Fayard
                                             Senior Vice President and
                                             Chief Financial Officer

Date: January 11, 2002



                                        THE COCA-COLA TRADING COMPANY
                                        LLC


                                        By:  /s/ Gary P. Fayard
                                        --------------------------------
                                             Gary P. Fayard
                                             Vice President and
                                             Chief Financial Officer

Date:   January 11, 2002



                                        COCA-COLA OASIS, INC.


                                        By:  /s/ Gary P. Fayard
                                        -------------------------------
                                             Gary P. Fayard
                                             Chief Financial Officer

Date: January 11, 2002



                                        CAROLINA COCA-COLA BOTTLING
                                        INVESTMENTS, INC.


                                        By:  /s/ Gary P. Fayard
                                        -------------------------------
                                             Gary P. Fayard
                                             President

Date: January 11, 2002




                                  Page 9 of 10

<PAGE>



                                 EXHIBIT INDEX



EXHIBIT                         DESCRIPTION
- -------                         -----------

A (99.1)        Directors, Managers and Executive Officers of the
                Reporting  Persons

B (99.2)        Securities Purchase Agreement, dated as of January 2,
                2002, between Piedmont Partnership Holding Company and
                Coca-Cola Ventures, Inc.

C (99.3)        Assignment, dated as of January 2, 2002, between
                Piedmont Partnership Holding Company and Coca-Cola
                Ventures, Inc.

D (99.4)        Master Amendment to Partnership Agreement, Management
                Agreement and Definition and Adjustment Agreement,
                entered into as of January 2, 2002, by and among
                Piedmont Coca-Cola Bottling Partnership, CCBC of
                Wilmington, Inc., The Coca-Cola Company, Piedmont
                Partnership Holding Company, Coca-Cola Bottling Company
                Consolidated, and Coca-Cola Ventures, Inc.


                                 Page 10 of 10



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>c13d23xa.txt
<DESCRIPTION>EXHIBIT A (99.1)
<TEXT>


                                                              EXHIBIT A (99.1)

           DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

     Set forth below is the name, business address and present occupation or
employment of each director and executive officer of The Coca-Cola Company.
Except as indicated below, each such person is a citizen of the United States.
None of the directors and executive officers named below beneficially owns any
Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated.
Directors of The Coca-Cola Company who are also executive officers of The
Coca-Cola Company are indicated by an asterisk. Except as indicated below, the
business address of each executive officer of The Coca-Cola Company is One
Coca-Cola Plaza, Atlanta, Georgia 30313.


DIRECTORS OF THE COCA-COLA COMPANY

<TABLE>
                             PRINCIPAL OCCUPATION
    NAME                         OR EMPLOYMENT                            ADDRESS
    ----                     --------------------                         -------
<S>                     <C>                                             <C>

Douglas N. Daft*        Chairman of the Board of Directors
                        and Chief Executive Officer of The
                        Coca-Cola Company

                        Mr. Daft is a citizen of Australia.

Herbert A. Allen        President and Chief Executive                   Allen & Company
                        Officer of Allen & Company                        Incorporated
                        Incorporated, a privately held                  711 Fifth Avenue
                        investment banking firm                         New York, NY 10022

Ronald W. Allen         Consultant to and advisory director             Monarch Tower
                        of Delta Air Lines, Inc., a major               Suite 1745
                        U.S. air transportation company                 3424 Peachtree Road, N.E.
                                                                        Atlanta, GA  30326

Cathleen P. Black       President of Hearst Magazines, a                Hearst Magazines
                        unit of The Hearst Corporation, a               959 8th Avenue
                        major media and communications                  New York, NY 10019
                        company

Warren E. Buffett       Chairman of the Board of Directors              Berkshire Hathaway Inc.
                        and Chief Executive Officer of                  1440 Kiewit Plaza
                        Berkshire Hathaway Inc., a                      Omaha, NE 68131
                        diversified holding company

Susan B. King           President of The Leadership                     Duke University
                        Initiative, a support corporation               The Leadership Initiative
                        of Duke University, charged with                Box 90545
                        the establishment of undergraduate              Durham, NC 27708-0545
                        college leadership programs

Donald F. McHenry       Distinguished Professor in the                  The IRC Group, LLC
                        Practice of Diplomacy and                       1320 19th Street, N.W.
                        International Affairs, Georgetown               Suite 410
                        University; a principal owner and               Washington, D.C. 20036
                        President of The IRC Group, LLC, a
                        New York City and Washington, D.C.
                        consulting firm

</TABLE>

                                 Page 11 of 19


<PAGE>


DIRECTORS OF THE COCA-COLA COMPANY - cont'd


<TABLE>
                             PRINCIPAL OCCUPATION
    NAME                         OR EMPLOYMENT                            ADDRESS
    ----                     --------------------                         -------
<S>                     <C>                                             <C>
Sam Nunn                Partner in the law firm of King &               King & Spalding
                        Spalding since January 1997                     191 Peachtree Street
                                                                        Atlanta, GA 30303-1763

Paul F. Oreffice        Retired as Chairman of the Board                11120 North 107th Way
                        of Directors and Chief Executive                Scottsdale, AZ 85259
                        Officer of The Dow Chemical
                        Company in 1992 (The Dow Chemical
                        Company is a diversified chemical,
                        metals, plastics and packaging
                        company)

James D. Robinson III   Chairman and Chief Executive                    RRE Investors, LLC
                        Officer of RRE Investors, LLC, a                22nd Floor
                        private information technology                  126 East 56th Street
                        venture investment firm; General                New York, NY 10022
                        Partner of RRE Ventures, L.P.; and
                        Chairman of Violy, Byorum &
                        Partners Holdings, LLC, a private
                        firm specializing in financial
                        advisory and investment banking
                        activities in Latin America

Peter V. Ueberroth      Investor and Chairman of The                    The Contrarian Group, Inc.
                        Contrarian Group, Inc., a business              Suite 111
                        management company                              1071 Camelback Street
                                                                        Newport Beach, CA 92660

James B. Williams       Director and Chairman of the                    SunTrust Banks, Inc.
                        Executive Committee of SunTrust                 P.O. Box 4418
                        Banks, Inc., a bank holding                     Atlanta, GA 30302
                        company


</TABLE>

                                 Page 12 of 19


<PAGE>


EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY


                             PRINCIPAL OCCUPATION
    NAME                         OR EMPLOYMENT                        ADDRESS
    ----                     --------------------                     -------
Brian G. Dyson          Vice Chairman and Chief Operating Officer

Jeffrey T. Dunn         Executive Vice President and President
                        and Chief Operating Officer, Americas
                        Group

Steven J. Heyer         Executive Vice President and President
                        and Chief Operating Officer, Coca-Cola
                        Ventures

Mary Minnick            President and Chief Operating Officer,
                        Coca-Cola Asia Group

Alexander R.C. Allan    Executive Vice President and President
                        and Chief Operating Officer, Europe,
                        Eurasia and Middle East Group

Carl Ware               Executive Vice President, Public Affairs

Deval L. Patrick        Executive Vice President and General
                        Counsel

Gary P. Fayard          Senior Vice President and Chief Financial
                        Officer

Stephen C. Jones        Senior Vice President and Chief Marketing
                        Officer


                                 Page 13 of 19


<PAGE>

      MANAGERS AND EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY LLC

     Set forth below is the name, business address and present occupation or
employment of each manager and executive officer of The Coca-Cola Trading
Company LLC. Except as indicated below, each such person is a citizen of the
United States. None of the managers and executive officers named below
beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling
Co. Consolidated. Managers of The Coca-Cola Trading Company LLC who are also
executive officers of The Coca-Cola Trading Company LLC are indicated by an
asterisk. Except as indicated below, the business address of each manager and
executive officer of The Coca-Cola Trading Company LLC is One Coca-Cola Plaza,
Atlanta, Georgia 30313.


MANAGERS OF THE COCA-COLA TRADING COMPANY, LLC


                             PRINCIPAL OCCUPATION
    NAME                         OR EMPLOYMENT                         ADDRESS
    ----                     --------------------                      -------
Steven J. Heyer         Executive Vice President of The Coca-Cola
                        Company; President and Chief Executive
                        Officer, Coca-Cola Ventures

Gary P. Fayard*         Senior Vice President and Chief Financial
                        Officer of The Coca-Cola Company

Deval L. Patrick        Executive Vice President and General
                        Counsel of The Coca-Cola Company



                                 Page 14 of 19

<PAGE>

            EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY LLC


                             PRINCIPAL OCCUPATION
    NAME                         OR EMPLOYMENT                         ADDRESS
    ----                     --------------------                      -------
Kenneth L. Carty        Assistant Vice President and Director of
                        Global Procurement and Trading of The
                        Coca-Cola Company; President of The
                        Coca-Cola Trading Company LLC

Steve M. Whaley         Vice President and General Tax Counsel of
                        The Coca-Cola Company; Vice President,
                        General Tax Counsel and Assistant
                        Treasurer of The Coca-Cola Trading
                        Company LLC

Gary P. Fayard          Senior Vice President and Chief Financial
                        Officer of The Coca-Cola Company; Vice
                        President and Chief Financial Officer of
                        The Coca-Cola Trading Company LLC

Vincent M. Gioe         Chief Financial Officer, Commercial
                        Product Supply of The Coca-Cola Company;
                        Vice President - Finance of The Coca-Cola
                        Trading Company LLC

G. Lynette White        Director of Marketing Finance of The
                        Coca-Cola Company; Vice President of The
                        Coca-Cola Trading Company LLC

William L. Hovis        Director of Global Products of The
                        Coca-Cola Company; Vice President of The
                        Coca-Cola Trading Company LLC

Frederick Yochum        Vice President of The Coca-Cola Company;
                        Director of Commercial Products Supply of
                        The Coca-Cola Company; Vice President of
                        The Coca-Cola Trading Company LLC

David M. Taggart        Vice President and Treasurer of The
                        Coca-Cola Company; Treasurer of The
                        Coca-Cola Trading Company LLC

Eduardo M. Carreras     Senior Intellectual Property Counsel of
                        The Coca-Cola Company; General Counsel of
                        The Coca-Cola Trading Company LLC


                                 Page 15 of 19

<PAGE>


           DIRECTORS AND EXECUTIVE OFFICERS OF COCA-COLA OASIS, INC.

     Set forth below is the name, business address, present occupation or
employment of each director and executive officer of Coca-Cola Oasis, Inc.
Except as indicated below, each such person is a citizen of the United
States.  None of the directors and executive officers named below
beneficially owns any Common Stock or Class B Common Stock of Coca-Cola
Bottling Co. Consolidated.  Directors of Coca-Cola Oasis, Inc. who are also
executive officers of Coca-Cola Oasis, Inc. are indicated by an asterisk.
Except as indicated below, the business address of each director and
executive officer of Coca-Cola Oasis, Inc. is One Coca-Cola Plaza, Atlanta,
Georgia 30313.


DIRECTORS OF COCA-COLA OASIS, INC.


                             PRINCIPAL OCCUPATION
    NAME                         OR EMPLOYMENT                        ADDRESS
    ----                     --------------------                     -------
Steven J. Heyer         Executive Vice President of The Coca-Cola
                        Company; President and Chief Executive
                        Officer, Coca-Cola Ventures

Gary P. Fayard*         Senior Vice President and Chief Financial
                        Officer of The Coca-Cola Company

Charles B. Fruit*       Vice President and Chief of Staff,
                        Coca-Cola Marketing Division; Vice
                        President of The Coca-Cola Company




                                 Page 16 of 19


<PAGE>


EXECUTIVE OFFICERS OF COCA-COLA OASIS, INC.


                             PRINCIPAL OCCUPATION
    NAME                         OR EMPLOYMENT                         ADDRESS
    ----                     --------------------                      -------
Charles B. Fruit        Vice President and Chief of Staff,
                        Coca-Cola Marketing Division; Vice
                        President of The Coca-Cola Company;
                        President of Coca-Cola Oasis, Inc.

Gary P. Fayard          Senior Vice President and Chief Financial
                        Officer of The Coca-Cola Company; Chief
                        Financial Officer of Coca-Cola Oasis,
                        Inc.

David M. Taggart        Vice President and Treasurer of The
                        Coca-Cola Company; Vice President and
                        Treasurer of Coca-Cola Oasis, Inc.

W. Dexter Brooks        Vice President and Assistant Secretary
                        of Coca-Cola Oasis, Inc.

Steve M. Whaley         Vice President and General Tax Counsel of
                        The Coca-Cola Company; Vice President and
                        General Tax Counsel of Coca-Cola Oasis,
                        Inc.

G. Lynette White        Director of Marketing Finance of The
                        Coca-Cola Company; Vice President of The
                        Coca-Cola Trading Company LLC



                                 Page 17 of 19

<PAGE>


             DIRECTORS AND EXECUTIVE OFFICERS OF CAROLINA COCA-COLA
BOTTLING INVESTMENTS, INC.

     Set forth below is the name, business address, present occupation or
employment of each director and executive officer of Carolina Coca-Cola Bottling
Investments, Inc. Except as indicated below, each such person is a citizen of
the United States. None of the directors and executive officers named below
beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling
Co. Consolidated. Directors of Carolina Coca-Cola Bottling Investments, Inc. who
are also executive officers of Carolina Coca-Cola Bottling Investments, Inc. are
indicated by an asterisk. Except as indicated below, the business address of
each director and executive officer of Carolina Coca-Cola Bottling Investments,
Inc. is One Coca-Cola Plaza, Atlanta, Georgia 30313.

DIRECTORS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.


                             PRINCIPAL OCCUPATION
    NAME                         OR EMPLOYMENT                         ADDRESS
    ----                     --------------------                      -------
Gary P. Fayard*         Senior Vice President and Chief Financial
                        Officer of The Coca-Cola Company

Connie D. McDaniel*     Vice President and Controller of The
                        Coca-Cola Company

David M. Taggart*       Vice President and Treasurer of The
                        Coca-Cola Company



                                  Page18 of 19


<PAGE>



EXECUTIVE OFFICERS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.


                             PRINCIPAL OCCUPATION
    NAME                         OR EMPLOYMENT                         ADDRESS
    ----                     --------------------                      -------
Gary P. Fayard          Senior Vice President and Chief Financial
                        Officer of The Coca-Cola Company;
                        President of Carolina Coca-Cola Bottling
                        Investments, Inc.

Connie D. McDaniel      Vice President and Controller of The
                        Coca-Cola Company; Vice President and
                        Chief Financial Officer of Carolina
                        Coca-Cola Bottling Investments, Inc.

David M. Taggart        Vice President and Treasurer of The
                        Coca-Cola Company; Vice President,
                        Treasurer and Assistant Secretary of
                        Carolina Coca-Cola Bottling Investments,
                        Inc.





                                 Page 19 of 19


<PAGE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>c13d23xb.txt
<DESCRIPTION>EXHIBIT B (99.2)
<TEXT>
                                                              EXHIBIT B (99.2)

                          SECURITIES PURCHASE AGREEMENT

     SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of January 2,
2002, by and between Piedmont Partnership Holding Company, a Delaware
corporation ("KO Subsidiary"), and, Coca-Cola Ventures, Inc., a Delaware
corporation ("Consolidated Subsidiary").

                              W I T N E S S E T H:

     WHEREAS, each of KO Subsidiary and Consolidated Subsidiary owns a 50%
general partnership interest in Piedmont Coca-Cola Bottling Partnership, a
Delaware general partnership (the "Partnership"); and

     WHEREAS, the Partnership was formerly known as Carolina Coca-Cola Bottling
Partnership; and

     WHEREAS, the Partnership was formed pursuant to the Partnership Agreement
of Carolina Coca-Cola Bottling Partnership, dated as of July 2, 1993, as amended
by the First Amendment, dated as of August 5, 1993, and the Second Amendment,
dated as of August 12, 1993 (as amended, the "Partnership Agreement"); and

     WHEREAS, KO Subsidiary desires to sell to Consolidated Subsidiary and
Consolidated Subsidiary desires to purchase from KO Subsidiary, on the terms and
subject to the conditions set forth herein, a 4.651% interest in the capital,
profits and losses of the Partnership, including, without limitation, 9.302% of
KO Subsidiarys Capital Account, KO Subsidiarys rights to allocations of net
profit and net loss and distributions of cash flow and capital items of the
Partnership (the "Interest") .

     NOW, THEREFORE, in consideration of the representations, warranties and
agreements set forth herein and for other good and valuable consideration the
receipt and adequacy of which is hereby acknowledged, the parties hereto agree
as follows.

     1 Purchase and Sale. Upon the terms and subject to the conditions set forth
in this Agreement, KO Subsidiary agrees to sell to Consolidated Subsidiary, and
Consolidated Subsidiary agrees to purchase from KO Subsidiary, the Interest (the
"Sale") for an aggregate purchase price of $10 million (the Purchase Price).

     2. Representations and Warranties of KO Subsidiary. KO Subsidiary hereby
represents and warrants to Consolidated Subsidiary as of the date hereof as
follows:

<PAGE>


          (a) KO Subsidiary (i) is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware and
     (ii) has all requisite corporate power and authority to execute, deliver
     and perform its obligations under this Agreement.

          (b) The execution, delivery and performance of this Agreement by KO
     Subsidiary has been duly authorized by all requisite corporate action and
     no further consent or authorization of KO Subsidiary, its Board of
     Directors or its stockholders is required. This Agreement has been duly
     executed and delivered by KO Subsidiary and, when duly authorized, executed
     and delivered by Consolidated Subsidiary, will constitute the valid and
     binding obligations of KO Subsidiary enforceable against KO Subsidiary in
     accordance with its terms, except as enforceability may be limited by
     applicable bankruptcy, insolvency, fraudulent conveyance or transfer,
     moratorium or similar laws affecting the enforcement of creditors' rights
     generally and by general principles of equity relating to enforceability
     (regardless of whether considered in a proceeding at law or in equity).


          (c) No consent, approval, authorization or order ("Consent") of any
     court, governmental agency or other body or of any other third party is
     required for execution and delivery by KO Subsidiary of this Agreement or
     the performance of its obligations hereunder, other than those that (i) may
     arise under the Partnership Agreement or (ii) as may already have been
     received.

          (d) Neither the execution and delivery by KO Subsidiary of this
     Agreement nor the performance by KO Subsidiary of any of its obligations
     hereunder violates, conflicts with, results in a breach of, or constitutes
     a default (or an event which with the giving of notice or the lapse of time
     or both would be reasonably likely to constitute a default) under (i) the
     certificate of incorporation or other organizational documents of KO
     Subsidiary; (ii) any decree, judgment, order, law, rule, regulation or
     other restriction of any court, governmental agency or body, or arbitrator
     having jurisdiction over KO Subsidiary or any of its subsidiaries, other
     than the Partnership, or any of their respective properties or, (iii)
     except as set forth in paragraph (c) above, the terms of any material
     agreement to which KO Subsidiary or any of its subsidiaries, other than the
     Partnership, is a party, by which KO Subsidiary or any of its subsidiaries,
     other than the Partnership, is bound, or to which any of the properties or
     assets of KO Subsidiary or any of its subsidiaries, other than the
     Partnership, are subject, other than violations, conflicts, breaches or
     defaults which, individually or in the aggregate, would not have a material
     adverse effect on the ability of KO Subsidiary to perform its obligations
     hereunder.

          (e) KO Subsidiary has good and valid title to the Interest, free and
     clear of any security interests, liens, claims or other encumbrances (other
     than encumbrances that may arise under the Partnership Agreement and
     federal or state securities laws).

          (f) There are no brokerage commissions, finder's fees or similar fees
     or

                                       2

<PAGE>

     commissions payable by KO Subsidiary in connection with the transactions
     contemplated hereby.

     3. Representations and Warranties of Consolidated Subsidiary. Consolidated
Subsidiary hereby represents and warrants to KO Subsidiary as of the date hereof
as follows:

          (a) Consolidated Subsidiary (i) is a corporation duly organized,
     validly existing and in good standing under the laws of the State of
     Delaware and (ii) has all requisite corporate power and authority to
     execute, deliver and perform its obligations under this Agreement.

          (b) The execution, delivery and performance of this Agreement by
     Consolidated Subsidiary has been duly authorized by all requisite corporate
     action and no further consent or authorization of Consolidated Subsidiary,
     its Board of Directors or its stockholders is re- quired. This Agreement
     has been duly executed and delivered by Consolidated Subsidiary and, when
     duly authorized, executed and delivered by KO Subsidiary, will constitute
     the valid and binding obligations of Consolidated Subsidiary enforceable
     against Consolidated Subsidiary in accordance with its terms, except as
     enforceability may be limited by applicable bankruptcy, insolvency,
     fraudulent conveyance or transfer, moratorium or similar laws affecting the
     enforcement of creditors' rights generally and by general principles of
     equity relating to enforceability (regardless of whether considered in a
     proceeding at law or in equity).


          (c) No Consent of any court, governmental agency or other body or any
     other third party is required for execution and delivery by Consolidated
     Subsidiary of this Agreement or the performance of its obligations
     hereunder other than those that (i) may arise under the Partnership
     Agreement or (ii) are set forth on Schedule I hereto, which Consents have
     already been received.

          (d) Neither the execution and delivery by Consolidated Subsidiary of
     this Agreement nor the performance by Consolidated Subsidiary of any of its
     obligations hereunder violates, conflicts with, results in a breach of, or
     constitutes a default (or an event which with the giving of notice or the
     lapse of time or both would be reasonably likely to constitute a default)
     under (i) the certificate of incorporation or other organizational
     documents of Consolidated Subsidiary, (ii) any decree, judgment, order,
     law, rule, regulation or other restriction of any court, governmental
     agency or body, or arbitrator having jurisdic- tion over Consolidated
     Subsidiary or any of its subsidiaries or any of their respective properties
     or assets, or (iii) the terms of any material agreement to which
     Consolidated Subsidiary or any of its subsidiaries is a party, by which
     Consolidated Subsidiary or any of its subsidiaries are bound, or to which
     any of the properties or assets of Consolidated Subsidiary or any of its
     subsidiaries are subject, other than violations, conflicts, breaches or
     defaults which, individually or in the aggregate, would not have a material
     adverse effect on the ability of Consolidated Subsidiary to perform its
     obligations hereunder.

                                       3

<PAGE>


          (e) The Interest is being acquired by Consolidated Subsidiary for its
     own account and with no intention of distributing or reselling the Interest
     or any part thereof in any transaction that would be in violation of the
     securities laws of the United States of America, or any state, without
     prejudice, however, to the rights of Consolidated Subsidiary at all times
     to sell or otherwise dispose of all or any part of the Interest under an
     effective registration available under the Securities Act of 1933, as
     amended (the Securities Act) or an applicable exemption from registration,
     and subject, nevertheless, to the disposition of Consolidated Subsidiary's
     property being at all times within its control. If Consolidated Subsidiary
     should in the future decide to dispose of all or any portion of the
     Interest, Consolidated Subsidiary understands and agrees that it may do so
     only in compliance with the Securities Act and applicable state securities
     laws, as then in effect.

          (f) Consolidated Subsidiary understands that the Interests has not
     been and will not be registered under the Securities Act for the reason
     that the sale provided for in this Agreement is exempt pursuant to Section
     4(2) of the Securities Act and that the reliance of KO Subsidiary on such
     exemption is predicated in part on Consolidated Subsidiary's
     representations set forth herein. Consolidated Subsidiary represents that
     it is experienced in evaluating companies such as the Partnership, has such
     knowledge and experience in financial and business matters as to be capable
     of evaluating the merits and risks of its investment and has the ability to
     suffer the total loss of its investment.

          (g) Consolidated Subsidiary is an "accredited investor" within the
     meaning of Rule 501 of Regulation D under the Securities Act.

          (h) There are no brokerage commissions, finder's fees or similar fees
     or commissions payable by Consolidated Subsidiary in connection with the
     transactions contemplated hereby.

     4. Survival of the Representations, Warranties, etc. The respective
representations, warranties and agreements made in this Agreement shall survive
the date hereof.

     5. Closing. The closing of the Sale (the "Closing") shall occur on the date
hereof. At the Closing, (a) KO Subsidiary shall deliver to Consolidated
Subsidiary: (i) a duly executed Assignment of Interest and (ii) a duly executed
Master Amendment to Partnership Agreement, Management Agreement and Definition
and Adjustment Agreement and (b) Consolidated Subsidiary shall deliver to KO
Subsidiary: (i) the Purchase Price by wire transfer of immediately available
funds, (ii) a duly executed Assignment of Interest and (iii) a duly executed
Master Amendment to Partnership Agreement, Management Agreement and Definition
and Adjustment Agreement.

     6. Tax Covenants. KO Subsidiary and Consolidated Subsidiary each covenants
and agrees to cause the Partnership to timely file federal and, if applicable,
state income tax returns

                                       4

<PAGE>

including Internal Revenue Form 1065) for the Partnerships taxable year
during which the Closing occurs and, unless such elections would already be in
effect, to include with the federal return an election under section 754 of the
Internal Revenue Code of 1986, as amended, or any successor statute thereto (the
Code) to adjust the basis of Partnership property under section 734(b) with
respect to distributions of Partnership property and section 743(b) of the Code
with respect to transfers of partnership interests of the Partnership (and to
include with such state income tax returns any comparable election that may be
applicable with respect to any state income tax return to be filed by the
Partnership) (the Section 754 Elections). The Section 754 Elections shall be
filed in such form and manner as determined by Consolidated Subsidiary in its
sole discretion. In addition, if requested by Consolidated Subsidiary, KO
Subsidiary shall join with Consolidated Subsidiary to cause the Partnership to
timely file protective Section 754 Elections with any other income tax returns
filed by the Partnership with respect to its 2002 fiscal year in such form and
manner as Consolidated Subsidiary in its sole discretion deems to be appropriate
to be assured that the adjustments described in section 743(b) of the Code with
respect to the adjusted tax basis of the Partnerships property are made with
respect to Consolidated Subsidiarys purchase of the Interest.


     7. Notices. All notices and other communications under this Agreement shall
be in writing and shall be deemed given (a) when delivered by hand or certified
mail, return receipt requested, postage prepaid, (b) when transmitted by
telecopier, confirmation of which is mechanically received, or (c) when received
if sent by overnight courier, to the addressee at the following addresses or
telecopier numbers (or to such other address or telecopier number as a party may
specify from time to time by notice hereunder):


        (i) if to KO Subsidiary:

                Piedmont Partnership Holding Company
                c/o The Coca-Cola Company
                One Coca-Cola Plaza
                Atlanta, GA  30301
                Attn:  Chief Financial Officer
                Facsimile:  (404) 676-6675

                with a copy to:

                The Coca-Cola Company
                One Coca-Cola Plaza
                Atlanta, GA 30301
                Attn:  General Counsel
                Facsimile: (404) 676-2546

        (ii)  if to Consolidated Subsidiary:


                                       5

<PAGE>

                Coca-Cola Ventures, Inc.
                c/o Coca-Cola Bottling Co. Consolidated
                Coca-Cola Corporate Center
                9100 Coca-Cola Plaza (28211-3481)
                P.O. Box  31487
                Charlotte, North Carolina 28211-3481
                Attn:  Chief Financial Officer
                Facsimile: (704) 557-4451

                with a copy to:

                Kennedy Covington Lobdell & Hickman, L.L.P.
                Bank of America Corporate Center
                100 North Tryon Street, 42nd Floor
                Charlotte, North Carolina  28202-4006
                Attn: Henry W. Flint, Esq.
                Facsimile: (704) 331-7598

     8. Miscellaneous

     (a) This Agreement may be executed in one or more counterparts and it is
not necessary that signatures of all parties appear on the same counterpart, but
such counterparts together shall constitute but one and the same agreement.

     (b) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns, and no other person
shall have any right or obligation hereunder. Neither party may assign this
Agreement without the prior written consent of the other party.

     (d) In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

     (e) Any provision of this Agreement may be amended or waived if, and only
if, such amendment or waiver is in writing and is signed by the parties hereto.

     (f) Each party hereto shall execute any and all further documents,
agreements and instruments, and take all further action, that may be required
under applicable law or which the other party hereto may reasonably request, in
order to effectuate the transactions contemplated hereby.

                                       6

<PAGE>

     (g) The headings of the sections and subsections of this document have been
inserted for convenience of reference only, shall not be deemed to be a part of
this Agreement for any purpose and shall not in any way define or affect the
meaning, construction or scope of any provision hereof.

     (h) Each party to this Agreement shall bear its own costs and expenses
incurred in connection with the transactions contemplated hereby.

     (i) This Agreement constitutes the entire agreement and supersedes all
prior agreements and understandings, both written and oral, between the parties
hereto with respect to the subject matter of this Agreement. This Agreement is
not intended to confer upon any person other than the parties hereto any rights
or remedies hereunder.



                            [SIGNATURE PAGE FOLLOWS]

                                       7

<PAGE>


     IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed as of the date first above written.


                                PIEDMONT PARTNERSHIP HOLDING COMPANY


                                By: /s/ GARY P. FAYARD
                                -------------------------------------
                                Name:   Gary P. Fayard
                                Title:  President


                                COCA-COLA VENTURES, INC.


                                By: /s/ DAVID V. SINGER
                                -------------------------------------
                                Name:   David V. Singer
                                Title:  Vice President


<PAGE>

                                                                      SCHEDULE I


        None






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>5
<FILENAME>c13d23xc.txt
<DESCRIPTION>EXHIBIT C (99.3)
<TEXT>
                                                              EXHIBIT C (99.3)

                            ASSIGNMENT

     This Assignment (this "Assignment") dated January 2, 2002, is by and
between Piedmont Partnership Holding Company, a Delaware corporation ("KO
Subsidiary"), and Coca-Cola Ventures, Inc., a Delaware corporation
("Consolidated Subsidiary").

                                R E C I T A L S

     WHEREAS, pursuant to the Securities Purchase Agreement, dated as of January
2, 2002 ( the "Purchase Agreement"), by and between KO Subsidiary and
Consolidated Subsidiary, KO Subsidiary agreed to sell to Consolidated
Subsidiary, and Consolidated Subsidiary agreed to purchase from KO Subsidiary,
the Interest (as defined in the Purchase Agreement) for an aggregate purchase
price of $10 million (the Purchase Price), all on the terms and subject to the
conditions set forth in the Purchase Agreement; and

     WHEREAS, capitalized terms used herein, and not otherwise defined herein,
shall have the respective meanings ascribed to them in the Purchase Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the payment of
the Purchase Price by Consolidated Subsidiary to KO Subsidiary, KO Subsidiary
and Consolidated Subsidiary hereby agree as follows:

1. Transfer of the Partnership Interest. KO Subsidiary hereby sells, conveys,
transfers and assigns to Consolidated Subsidiary, the Interest, free and clear
of all security interests, liens, judgements or encumbrances of any kind or
nature (other than encumbrances that may arise under the Partnership Agreement
and federal or state securities laws).

2. Further Assurances. Each of KO Subsidiary and Consolidated Subsidiary agrees
that it will, at any time and from time to time, execute and deliver to the
other party such further documents and instruments and take such other actions,
that may reasonably be requested by the other party to evidence the sale,
conveyance, transfer and assignment of the Interest described in Section 1.

3. No Amendment. This Assignment is an instrument of transfer contemplated by,
and is executed pursuant to, the Purchase Agreement. Nothing contained in this
Assignment shall be deemed to supersede, amend or modify any of the terms,
conditions or provisions of the Purchase Agreement or any rights or obligations
of the parties hereto under the Purchase Agreement, and, to the extent of any
conflict between the Purchase Agreement and this Assignment, the terms and
provisions of the Purchase Agreement shall prevail.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>


     IN WITNESS WHEREOF, each of the undersigned has caused this Assignment to
be executed as of the day and year first written above.


                                PIEDMONT PARTNERSHIP HOLDING COMPANY


                                By: /s/ GARY P. FAYARD
                                ------------------------------------
                                Name:   Gary P. Fayard
                                Title:  President


                                COCA-COLA VENTURES, INC.


                                By: /s/ David V. Singer
                                -----------------------------------
                                Name:   David V. Singer
                                Title:  Vice President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>6
<FILENAME>c13d23xd.txt
<DESCRIPTION>EXHIBIT D (99.4)
<TEXT>
                                                              EXHIBIT D (99.4)

                                MASTER AMENDMENT
                 TO PARTNERSHIP AGREEMENT, MANAGEMENT AGREEMENT
                    AND DEFINITION AND ADJUSTMENT AGREEMENT

     THIS MASTER AMENDMENT (the "Amendment") with respect to the Partnership
Agreement, Management Agreement and Definition and Adjustment Agreement referred
to below is made and entered into as of the 2nd day of January, 2002 by and
among PIEDMONT COCA-COLA BOTTLING PARTNERSHIP (formerly known as Carolina
Coca-Cola Bottling Partnership), a Delaware general partnership (the
"Partnership"), CCBC OF WILMINGTON, INC., a Delaware corporation and
wholly-owned subsidiary of the Partnership ("CCBC Wilmington"), THE COCA-COLA
COMPANY, a Delaware corporation ("KO"), PIEDMONT PARTNERSHIP HOLDING COMPANY, a
Delaware corporation, indirect wholly-owned subsidiary of KO and successor in
interest to Carolina Coca-Cola Holding Company, The Coastal Coca-Cola Bottling
Company and Eastern Carolina Coca-Cola Bottling Company, Inc. ("KO Sub"),
COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware corporation and successor in
interest to Coca-Cola Bottling Co. Affiliated, Inc. ("CCBCC") and COCA-COLA
VENTURES, INC., a Delaware corporation, wholly-owned subsidiary of CCBCC and
successor in interest to Palmetto Bottling Company and Fayetteville Coca-Cola
Bottling Company ("CCBCC Sub").

                              Statement of Purpose

     KO Sub and CCBCC Sub are equal partners in the Partnership and are parties
to that certain Partnership Agreement, dated as of July 2, 1993 (as amended by
that certain First Amendment, dated August 5, 1993, and by that certain Second
Amendment, dated August 12, 1993, the "Partnership Agreement"). CCBCC serves as
the manager of the day-to-day operation of the business of the Partnership
pursuant to the terms and conditions of that certain Management Agreement, dated
as of July 2, 1993, by and among CCBCC, the Partnership, CCBC Wilmington, KO Sub
and CCBCC Sub (as amended by that certain First Amendment, dated as of January
1, 2001, the "Management Agreement").

     Simultaneously with the execution and delivery of the Partnership Agreement
and the Management Agreement, the Partnership, CCBC Wilmington, CCBCC, CCBCC
Sub, KO and KO Sub entered into that certain Definition and Adjustment
Agreement, dated as of July 2, 1993 (the "DAA Agreement"), which contains
certain defined terms used in the Partnership Agreement and the Management
Agreement and provided for certain adjustments that were made in connection with
the initial capitalization of the Partnership.

     Pursuant to that certain Securities Purchase Agreement, dated as of even
date herewith, between CCBCC Sub and KO Sub, CCBCC Sub will purchase from KO
Sub, and KO Sub will sell to CCBCC Sub, a 4.651% interest in the capital,
profits and losses of the Partnership, including, without limitation, 9.302% of
KO Sub's Capital Account, KO Sub's rights to allocations of net profit and net
loss and distributions of cash flow and capital items of the Partnership (the
"Purchase Transaction"), such that immediately after the consummation of the
Purchase Transaction, CCBCC Sub and KO Sub will have a 54.651% and 45.349%
respective interest in the capital, profits and losses of the Partnership. In
connection with the Purchase Transaction, the parties hereto desire to consent
to the Purchase Transaction and to amend the Partnership Agreement, the
Management Agreement and the DAA Agreement to, among other things, (a) update
certain addresses contained therein, (b) adjust the relative ownership
percentages of the Partners to give effect to the Purchase Transaction as more
fully described herein, (c) revise the liquidation mechanics upon dissolution of
the Partnership to reflect the current intention of the



<PAGE>

parties and (d) amend the definition of "Harrison Change of Control" to
address certain estate planning changes in the Harrison family's holdings.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1. Capitalized Terms. All capitalized terms used and not defined herein
shall have the meanings given thereto in the Partnership Agreement.

     2. Consent to Purchase Transaction. Each of the parties hereto hereby
consents to the Purchase Transaction and each of the Partnership, KO Sub and
CCBCC Sub hereby waives any right to object to the Purchase Transaction under
Section 16.1(a) of the Partnership Agreement as a transfer of less than KO Subs
entire Interest.

     3.  Amendments to Partnership Agreement.

     (a) Section 3.2 of the Partnership Agreement is hereby amended by deleting
the existing Section 3.2 in its entirety and inserting the following in lieu
thereof:

          3.2. Principal Office. The principal office of the Partnership shall
          be located at 4100 Coca-Cola Plaza, Charlotte, North Carolina
          28211-3481, or at such other place as may be designated from time to
          time by the Executive Committee.

     (b) Section 6 of the Partnership Agreement is hereby amended by deleting
the existing Section 6 in its entirety and inserting the following in lieu
thereof:

          Section 6. Partnership Interests. Notwithstanding any adjustment in
          the Partners Capital Account balances, each Partners Interest in the
          Partnership shall be as follows:

                      KO Sub          45.349%
                      Ventures        54.651%

     (c) Paragraphs (b) and (c) of Section 16.2 of the Partnership Agreement are
hereby amended by deleting the existing paragraphs (b) and (c) in their entirety
and inserting the following in lieu thereof:

          (b) The Partner receiving the Sale Notice shall have an option for a
          period of one hundred twenty (120) days from receipt of the Sale
          Notice to agree to purchase from the Selling Party the Interest
          proposed to be transferred at the same price (whether in cash or the
          same type of non-cash consideration as is offered by the Third Party)
          and upon the same terms and subject to the conditions contained in the
          Sale Notice; provided, however, that if the specified consideration is
          not cash and the Partner receiving the Sale Notice does not agree with
          the Selling Partners good faith determination of the fair market value
          of such non-cash consideration, then the Partner receiving the Sale
          Notice shall require that the fair market value of such non-cash
          consideration (and the resultant purchase price for the offered
          Interest) be

                                       2

<PAGE>

          determined by an appraisal firm appropriate for the type
          of specified non-cash consideration by giving written notice to the
          Selling Partner to such effect prior to the thirtieth (30th) day after
          that date that it received such Sale Notice. Such appraisal firm shall
          be selected in the same manner provided for the selection of
          investment banking firms in Section 18.3. In the event an appraisal
          firm is retained to determine the purchase price for the offered
          Interest, the option period described in this Section 16.2(b) shall
          expire on the later of (i) the date that is thirty (30) days after the
          date the opinion of the appraisal firm regarding the value of the
          Interests is delivered to the Partner receiving the Sale Notice and
          (ii) the date that is one hundred twenty (120) days from receipt of
          the Sale Notice. The costs and expenses of such appraisal firm shall
          be borne by the Partnership.

          (c) The Partner receiving the Sale Notice may exercise the purchase
          option described in Section 16.2(b) by giving written notice to the
          Selling Partner to such effect, prior to the expiration of the option
          period described in Section 16.2(b). Such written notice shall specify
          the date for the closing of the purchase of such Interests which shall
          be at least ten (10) days, but no more than thirty (30) days, after
          the date such Partner gives such written notice. The closing of such
          sale shall occur as provided in Section 19.3.

     (e) Paragraph (d) of Section 16.2 of the Partnership Agreement is hereby
amended by deleting the words "thirty (30) day" contained therein.

     (f) Section 20.3 of the Partnership Agreement is hereby amended by deleting
the existing Section 20.3 in its entirety and inserting the following in lieu
thereof:

          20.3. Intentionally Deleted.

     (g) Section 20.4 of the Partnership Agreement is hereby amended by deleting
the existing Section 20.4 in its entirety and inserting the following in lieu
thereof:

          20.4. Intentionally Deleted.

     (h) Section 20.5 of the Partnership Agreement is hereby amended by deleting
the existing Section 20.5 in its entirety and inserting the following in lieu
thereof:

          20.5. Procedures on Liquidation. Upon the occurrence of a Dissolving
          Event, the Partnership shall continue solely for the purposes of
          winding up its affairs in an orderly manner, liquidating its assets
          and satisfying the claims of its creditors and Partners, and the
          Executive Committee shall not take any action that is inconsistent
          with, or not necessary to or appropriate for, the winding up of the
          Partnership's business and affairs. The Executive Committee shall be
          responsible for overseeing the winding up and dissolution of the
          Partnership, shall take full account of the Partnership's liabilities
          and the Partnership's


                                       3
<PAGE>

          assets, shall cause the Partnerships assets to be liquidted as
          promptly as is consistent with obtaining the fair value thereof,
          subject to any tax or legal considerations and shall cause
          the proceeds therefrom, to the extent sufficient therefor, to be
          applied or distributed in the following order and priority:

          (a) to the payment of the debts and liabilities of the Partnership and
          to the expenses of liquidation in the order of priority as provided by
          law, and to the establishment of any reserves which the Executive
          Committee deems necessary for any contingent or unforeseen liabilities
          or obligations of the Partnership; then to

          (b) the repayment of any liabilities or debts, other than Capital
          Accounts, of the Partnership to any of the Partners; then to

          (c) each Partner in proportion to and to the extent of its positive
          Capital Account balances after the Capital Accounts of the Partners
          have been adjusted for the allocation of net profits and net loss
          under Section 9 and other adjustments as may be required under Code
          regulation 1.704-1(b)(2)(iv); then to

          (d) the Partners in proportion to their Interests in the Partnership.

     (i) Section 20.6 of the Partnership Agreement is hereby amended by deleting
the reference to "Sections 20.3 and 20.4" in the existing Section 20.6 and
inserting a reference to "Section 20.5" in lieu thereof.

     (j) Paragraph (b) of Section 25.2 of the Partnership Agreement is hereby
amended by deleting the existing paragraph (b) in its entirety and inserting the
following in lieu thereof:


          (b) If to Ventures:

                Coca-Cola Bottling Co. Consolidated
                Coca-Cola Corporate Center
                4100 Coca-Cola Plaza (28211-3481)
                P.O. Box 31487
                Charlotte, North Carolina  28231-1487
                Attention:  Chief Financial Officer
                Telecopy No.:  (704) 557-4451

                with a copy to:

                Kennedy Covington Lobdell & Hickman, L.L.P.
                Bank of America Corporate Center
                100 North Tryon Street, 42nd Floor
                Charlotte, North Carolina  28202-4006
                Attention:  Henry W. Flint, Esq.
                Telecopy No.:  (704) 331-7598


                                       4
<PAGE>

        4.      Amendments to Management Agreement.

     (a) Paragraph (a) of Section 15.01 of the Management Agreement is hereby
amended by deleting the existing paragraph (a) in its entirety and inserting the
following in lieu
thereof:

          (a) If to Partnership:

                Coca-Cola Bottling Co. Consolidated
                Coca-Cola Corporate Center
                4100 Coca-Cola Plaza (28211-3481)
                P.O. Box 31487
                Charlotte, North Carolina  28231-1487
                Attention:  Chief Financial Officer
                Telecopy No.:  (704) 557-4451

                With a copy to the addresses listed in (b) below.

     (b) Paragraph (c) of Section 15.01 of the Management Agreement is hereby
amended by deleting the existing paragraph (c) in its entirety and inserting the
following in lieu thereof:

          (c) If to Manager or Ventures:

                Coca-Cola Bottling Co. Consolidated
                Coca-Cola Corporate Center
                4100 Coca-Cola Plaza (28211-3481)
                P.O. Box 31487
                Charlotte, North Carolina  28231-1487
                Attention:  Chief Financial Officer
                Telecopy No.:  (704) 557-4451

                with a copy to:

                Kennedy Covington Lobdell & Hickman, L.L.P.
                Bank of America Corporate Center
                100 North Tryon Street, 42nd Floor
                Charlotte, North Carolina  28202-4006
                Attention:  Henry W. Flint, Esq.
                Telecopy No.:  (704) 331-7598

     5. Amendments to DAA Agreement.

     (a) Section 1.1 of the DAA Agreement is hereby amended by deleting the
existing definition of "Harrison Change of Control" in its entirety and
inserting the following in lieu thereof:

          A "Harrison Change of Control" shall be deemed to have occurred if (i)
          J. Frank Harrison, Jr., the executors and/or trustees under

                                       5

<PAGE>


          his will, J. Frank Harrison, III, and/or any family limited
          partnerships, limited liability companies and/or corporations owned
          and controlled directly or indirectly by such persons do not
          collectively own all of the 712,796 shares of Class B Common Stock of
          CCBCC owned by J. Frank Harrison, , Jr. as of the date of the DAA
          Agreement, or (ii) the trusts which are parties to that certain
          Shareholder's Agreement dated as of December 13, 1988 among KO, J.
          Frank Harrison, Jr., J. Frank Harrison, III and such trusts, together
          with any family limited partnerships, limited liability companies
          and/or corporations owned directly or indirectly by the trusts and/or
          beneficiaries of such trusts, hold less than fifty percent (50%) of
          the shares of Class B Common Stock of CCBCC held by them, in the
          aggregate, as of January 27, 1989. For purposes of this definition,
          "own" means right to control and not necessarily beneficial ownership.

     (b) Section 7.8 of the DAA Agreement is hereby amended by deleting the
addresses for CCBCC, Ventures, Fayetteville and Palmetto set forth in the
existing Section 7.8 in their entirety and inserting the following in lieu
thereof:

          If to CCBCC or Ventures to:

                Coca-Cola Bottling Co. Consolidated
                Coca-Cola Corporate Center
                4100 Coca-Cola Plaza (28211-3481)
                P.O. Box 31487
                Charlotte, North Carolina  28231-1487
                Attention:  Chief Financial Officer
                Telecopy No.:  (704) 557-4451

                with a copy to:

                Kennedy Covington Lobdell & Hickman, L.L.P.
                Bank of America Corporate Center
                100 North Tryon Street, 42nd Floor
                Charlotte, North Carolina  28202-4006
                Attention:  Henry W. Flint, Esq.
                Telecopy No.:  (704) 331-7598

     6. Effect of the Amendment. Except for the amendments contemplated hereby,
the Partnership Agreement, the Management Agreement and the DAA Agreement shall
be and remain in full force and effect. The amendments granted herein are
specific and limited and shall not constitute a modification, acceptance or
waiver of any other provision of the Partnership Agreement, the Management
Agreement, the DAA Agreement or any other document or instrument entered into in
connection therewith or a further modification, acceptance or waiver of the
provisions set forth therein.

     7. Captions. The captions and section numbers appearing in this Amendment
are inserted only as a matter of convenience and in no way define, limit,
construe or otherwise describe the scope or intent of the sections of this
Amendment.

                                       6

<PAGE>


     8. Binding Effect. This Amendment shall inure to the benefit of and be
binding upon the parties hereto and their successors and permitted assigns.

     9. Severability. If any one or more provisions of this Amendment shall be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired; provided, however, that in such case the parties hereto
agree to use their best efforts to achieve the purpose of the invalid provision
by a new legally valid provision.

     10. Counterparts. This Amendment may be executed in separate counterparts,
each of which when executed and delivered is an original but all of which taken
together constitute one and the same instrument.

     11. Fax Transmission. A facsimile, telecopy or other reproduction of this
Amendment may be executed by one or more parties hereto, and an executed copy of
this Amendment may be delivered by one or more parties hereto by facsimile or
similar instantaneously electronic transmission devise pursuant to which the
signature of or on behalf of such party can be seen, and such execution and
delivery shall be considered valid, binding and effective for all purposes. At
the request of any party hereto, all parties hereto agree to execute an original
of this Amendment as well as any facsimile, telecopy or other reproduction
hereof.


                                       7
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.



                        PIEDMONT COCA-COLA BOTTLING PARTNERSHIP

                        By:     PIEDMONT PARTNERSHIP HOLDING
                                COMPANY, its General Partner

                        By: /s/ GARY P. FAYARD
                        -----------------------------------------
                        Name:   Gary P. Fayard
                        Title:  President


                        By:     COCA-COLA VENTURES, INC., its General
                                Partner

                        By: /s/ DAVID V. SINGER
                        -----------------------------------------
                                David V. Singer
                                Vice President



                        CCBC OF WILMINGTON, INC.

                        By: /s/ DAVID V. SINGER
                        -----------------------------------------
                                David V. Singer
                                Vice President



                        THE COCA-COLA COMPANY

                        By: /s/ GARY P. FAYARD
                        -----------------------------------------
                        Name:   Gary P. Fayard
                        Title:  Senior Vice President and
                                Chief Financial Officer



                        PIEDMONT PARTNERSHIP HOLDING COMPANY

                        By: /s/ GARY P. FAYARD
                        -----------------------------------------
                        Name:   Gary P. Fayard
                        Title:  President
<PAGE>


                        [Signature Pages Continue]

                        COCA-COLA BOTTLING CO. CONSOLIDATED

                        By: /s/ DAVID V. SINGER
                        -----------------------------------------
                                David V. Singer
                                Vice President



                        COCA-COLA VENTURES, INC.

                        By: /s/ DAVID V. SINGER
                        -----------------------------------------
                                David V. Singer
                                Vice President



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
