Sec Form 13D Filing - HARRISON J FRANK III filing for COCA-COLA CONSOLIDATED, INC. C (COKE) - 2022-03-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

COCA-COLA CONSOLIDATED, INC.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

191098102

(CUSIP Number)

J. Frank Harrison, III

c/o Coca-Cola Consolidated, Inc.

4100 Coca-Cola Plaza

Charlotte, North Carolina 28211

(704) 557-4400

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

Copy to:

E. Beauregarde Fisher III, Esq.

c/o Coca-Cola Consolidated, Inc.

4100 Coca-Cola Plaza

Charlotte, North Carolina 28211

(704) 557-4400

March 17, 2022

(Date of Event Which Requires Filing of This Statement)

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

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

The 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).

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

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

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

This Schedule 13D is being filed on behalf of: J. Frank Harrison, III; the JFH III Harrison Family LLC; the JFH Family Limited Partnership—FH1; and the JFH3 Holdings LLC (collectively, the “Reporting Persons”).

The JFH III Harrison Family LLC is the general partner of the JFH Family Limited Partnership—FH1. J. Frank Harrison, III is (i) the “Consolidated Stock Manager” and the “Chief Manager” under the operating agreement for the JFH III Harrison Family LLC and (ii) the sole “Manager” under the operating agreement for the JFH3 Holdings LLC.

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

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

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

Not applicable.

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

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

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

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

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

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

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(c) Recent Transactions.

None.

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

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

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

Not Applicable.

Amended and Restated Stock Rights and Restrictions Agreement

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

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

Termination of Irrevocable Proxy and Voting Agreement

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

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

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

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

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

Simplification Plan and Agreement

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

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

Stockholder Conversion Agreement

On March 17, 2022, Consolidated entered into a stockholder conversion agreement (the “Stockholder Conversion Agreement”) with the JFH Family Limited Partnership—SW1, the Anne Lupton Carter Trust f/b/o Sue Anne H. Wells, the JFH Family Limited Partnership—DH1 and the Anne Lupton Carter Trust f/b/o Deborah S. Harrison (collectively, the “Converting Stockholders”), pursuant to which Consolidated and the Converting Stockholders agreed upon the process for converting an aggregate of 1,227,546 shares of Class B Common Stock owned by the Converting Stockholders on a one share for one share basis into shares of Common Stock, effective as of March 17, 2022 (the “Converted Shares”). In the Stockholder Conversion Agreement, (i) Consolidated agreed to cause the Converted Shares to be registered for resale pursuant to Consolidated’s existing automatic shelf registration statement, (ii) the Converting Stockholders agreed to certain restrictions on their resale of the Converted Shares, including a trade volume limitation that prohibits the sale of more than 175,000 of the Converted Shares in the aggregate during any three-consecutive month period, and (iii) the Converting Stockholders granted to J. Frank Harrison, III an irrevocable proxy to represent and to vote the Converted Shares on all matters on which Consolidated’s stockholders are entitled to vote at Consolidated’s 2022 Annual Meeting of Stockholders to be held on Tuesday, May 10, 2022 and any adjournment or postponement thereof.

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SIGNATURES

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

Dated as of March 23, 2022.