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<SEC-DOCUMENT>0000021344-02-000052.txt : 20021010
<SEC-HEADER>0000021344-02-000052.hdr.sgml : 20021010
<ACCEPTANCE-DATETIME>20021010150840
ACCESSION NUMBER:		0000021344-02-000052
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20021010
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:		02786333

	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>con13d24.txt
<DESCRIPTION>COKE CONSOLIDATED 13D - AMENDMENT NO. 24
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                   Under the Securities Exchange Act of 1934
                              (Amendment No. 24)*

                      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

                                October 9, 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 19
<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 19

<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 19
<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 19

<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 19

<PAGE>

                                AMENDMENT NO. 24
                                       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. 24 amends and supplements the original Schedule 13D
filed on May 18, 1987 by The Coca-Cola Company, as amended by Amendments 1
through 21 (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 19

<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 ("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"). Representatives of The Coca-Cola
     Company and Coke Consolidated have had numerous discussions regarding the
     potential acquisition by Coke Consolidated of all of KO Subsidiary's
     interest in the Partnership.

     The Coca-Cola Company representatives have now received management approval
     to begin negotiation of definitive transaction documents, and the parties
     desire to close the transaction under consideration in the first half of
     2003. However, until definitive documentation is executed, the parties have
     no binding legal obligation to close the proposed transaction. There can be
     no assurance that an agreement with respect to such a transaction will be
     reached, or, if an agreement is reached, that its terms will be on terms
     consistent with those described above or that any transaction will be
     consummated.

     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 19

<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

                                  Page 8 of 19

<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: October 10, 2002



                                        THE COCA-COLA TRADING COMPANY
                                        LLC


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

Date:   October 10, 2002



                                        COCA-COLA OASIS, INC.


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

Date: October 10, 2002



                                        CAROLINA COCA-COLA BOTTLING
                                        INVESTMENTS, INC.


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

Date: October 10, 2002

                                  Page 9 of 19

<PAGE>



                                 EXHIBIT INDEX



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

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


                                 Page 10 of 19
<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>c13d24xa.txt
<DESCRIPTION>EXHIBIT A (99.1) - DIRECTORS AND OFFICERS
<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

Barry Diller            Chairman of the Board and Chief                 USA Networks, Inc.
                        Executive Officer of USA Networks,              152 W. 57th Street
                        Inc., an information, entertainment             42nd Floor
                        and direct selling company                      New York, NY  10019

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

</TABLE>

                                 Page 11 of 19

<PAGE>


DIRECTORS OF THE COCA-COLA COMPANY - cont'd


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

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

Robert L. Nardelli      Chairman of the Board, President and             The Home Depot, Inc.
                        Chief Executive Officer of The Home             2455 Paces Ferry Road, NW
                        Depot, Inc., a major home improvement           Atlanta, GA  30339-4024
                        retailer

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
    ----                     --------------------                     -------

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.

Brian G. Dyson          Vice Chairman and Chief Operating Officer

                        Mr. Dyson is a citizen of Argentina

Jeffrey T. Dunn         Executive Vice President and President
                        and Chief Operating Officer, Coca-Cola North
                        America

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

Mary Minnick            Executive Vice President and Chief Operating
                        Officer, Asia Group

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

Alexander B. Cumming,   Executive Vice President and President,
Jr.                     Africa 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*       Senior Vice President, Worldwide Media and
                        Alliances 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        Senior Vice President, Worldwide Media
                        and Alliances 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.

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; Vice President
                        of Coca-Cola Oasis, Inc.



                                 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>
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</SEC-DOCUMENT>
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