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Coca Cola Enterprises, Inc. Business Information, Profile, and History

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1 Coca-Cola Plaza Northwest
Atlanta, Georgia 30313
U.S.A.

History of Coca Cola Enterprises, Inc.

The largest bottling group owned by The Coca-Cola Company, Coca-Cola Enterprises, Inc. produces, markets, and distributes the carbonated soft drinks of its 49 percent owner, The Coca-Cola Company. During the mid-1990s, Coca-Cola Enterprises sold beverages in 38 states, the District of Columbia, the U.S. Virgin Islands, and the Netherlands.

Among the collection of bottling operations composing Coca-Cola Enterprises during the 1990s, the oldest traced its roots back to 1889, when one of the most incredible and profitable transactions in U.S. business history occurred. That year, three years after the first Coca-Cola drink mixture was concocted, two lawyers from Chattanooga, Tennessee, bought the exclusive rights to sell America's newest beverage, Coca-Cola, in bottles. For what retrospectively ranks as one of the biggest bargains in the annals of business history, the two lawyers together paid $1 for Coca-Cola's exclusive bottling rights, giving the investors what would a century later evolve into a multi-billion dollar enterprise for having paid two quarters apiece.

Based on the actions the two entrepreneurs took immediately after investing their $1, they did have some idea of the fortune they had just acquired. With the help of financier John T. Lupton, the two lawyers divided the country into small territories and sold regional rights of the sale of Coca-Cola to other entrepreneurs, thus beginning the development of an intricate and massive network of Coca-Cola bottlers.

The franchising of Coca-Cola bottling operations, superintended by John T. Lupton, made fortunes for many independent bottlers, most notably for Lupton himself and his heirs, as the web of bottling operations spread across the country, embracing every corner of the nation. For The Coca-Cola Company, the relationship with its bottlers was a profitable one: The company marketed its product, then sold Coca-Cola concentrate to bottlers who performed the less profitable task of sweetening and carbonating the syrup, packaging it, then distributing it to retailers. Working as such, the process of making and selling Coca-Cola grew into an enormous business, profiting The Coca-Cola Company and, to a lesser extent, the independent, regionally-based Coca-Cola bottlers. The Coca-Cola empire functioned in this manner for nearly the next century.

Although The Coca-Cola Company maintained some ownership of the bottling of its product, an overwhelming majority of the bottling of Coca-Cola was performed by the independent bottlers who were first ceded bottling rights by Lupton and the two Chattanooga lawyers. In 1944, the predecessor to the Coca-Cola Enterprises company that operated during the 1990s was formed as a wholly owned subsidiary of The Coca-Cola Company to manage the small portion of bottling operations directly owned by its parent company. This company was deactivated in 1970, then reactivated 16 years later, in 1986, when almost coincidental developments forced The Coca-Cola Company to jump into the bottling business in an aggressive manner. The result was Coca-Cola Enterprises, Inc., a nearly $3 billion bottling operation comprising a majority of the independent bottling companies that had packaged and distributed Coca-Cola in cans and bottles for more than the previous half century.

Truly a modern creation despite its links to 1944 and 1899, Coca-Cola Enterprises was formed as more of solution to developments in the soft drink industry that begged a response than as a strategic maneuver effected by The Coca-Cola Company. The origins of Coca-Cola Enterprises may be traced to early 1986, when the descendants of John T. Lupton, lead by an ancestor of the same name, initiated negotiations with The Coca-Cola Company about selling their bottling operations which were the largest of the soft drink company's sundry independent bottlers.

The company, headed by the latest John T. Lupton, and aptly named JTL Corporation, began negotiating with The Coca-Cola Company in January 1986 about selling its bottling operations to the diversified soft drink giant. The Coca-Cola Company at this point owned bottling operations that constituted roughly 11 percent of its domestic sales volume, to which the addition of JTL's bottling operations, located in Texas, Florida, Colorado, and Arizona, would add another 14 percent, giving the Coca-Cola Company direct control over one quarter of its domestic sales volume. JTL, with $1 billion in estimated 1985 sales, represented a significant acquisition for The Coca-Cola Company; it would bring the company's bottling ownership more in line with rival PepsiCo Inc., which had always owned a sizeable portion of its bottling operations.

Negotiations between JTL and The Coca-Cola Company continued throughout January, 1986 with an agreement to merge reached before the end of the month. As negotiations to complete the merger carried into February, another large Coca-Cola bottling operation became available when Beatrice Companies, Inc., a Chicago-based food concern and owner of the second largest collection of Coca-Cola bottling operations, began looking to sell its stake in bottling Coca-Cola. Beatrice was in the process of being acquired by Kohlberg Kravis Roberts & Company, a $6.2 billion leveraged buyout that forced Beatrice to divest a wealth of assets before mid-1987. Slated for divestiture was the company's most profitable major segment--Coca-Cola bottling facilities stretching across nine states, including one of the country's most lucrative regions, California.

Faced with either letting the two largest bottling operations in the country fall into potentially hostile hands or acquiring them, The Coca-Cola Company's management opted for the latter, quickly finding themselves in the midst of purchasing two companies with combined annual revenues of more than $2 billion. The potential consolidation of these two enormous bottling organizations was reflective of an industry-wide pattern that had developed during the previous ten years, as small independent bottlers merged and became large independent bottlers, winnowing the ranks of the bottling industry to more effectively compete in the new era of the "cola wars." In 1975, there were an estimated 2,400 soft drink bottling plants in the United States; ten years later, when JTL's and Beatrice's bottling groups were up for sale, the number of plants had dropped to 1,400 and by 1990 the number whittled to 730.

As The Coca-Cola Company's negotiations with JTL and Beatrice dragged on through the spring and into the summer, speculations abounded that The Coca-Cola Company would form a separate bottling entity with the two acquisitions and the bottling operations it already owned. Although purchasing JTL's and Beatrice's bottling operations would give the soft drink company more control over its bottlers than it had in the past, the addition of the two heavyweight bottlers would also give the soft drink company considerable debt. A solution to this problem would come later, but as the summer wore on, the agreement to acquire the largest of the two companies, JTL Corp., fell apart, making The Coca-Cola Company's worries about assuming debilitating debt appear moot.

Some members of the Lupton family had decided in late June against selling the source of their family's fortune, wishing instead to remain independent, as they had for nearly a century. At about the same time JTL withdrew from negotiations with The Coca-Cola Company, however, an agreement between The Coca-Cola Company and Beatrice was reached, stipulating that the soft drink company would purchase Beatrice's bottling group for $1 billion. Two weeks later, the directors of JTL made an about-face, deciding again to sell their bottling operations to the Coca-Cola Company for $1.4 billion.

The two transactions were completed in the fall, forming the foundation for a new prodigious force in the soft drink bottling industry, Coca-Cola Enterprises, Inc., a company that would become known throughout the industry as CCE. The Coca-Cola Company borrowed $2.4 billion to buy JTL and Beatrice's bottling group, incurring enough debt to dilute its earnings. To avoid this drain on its finances, the soft drink company's management decided to sell 51 percent of CCE's ownership to the public, the largest initial stock offering in the history of the United States at that point. By doing so, the debt accumulated from its bottling acquisitions was wiped off The Coca-Cola Company's financial books, while the stock-buying public was relied upon to invest $1.5 billion to get CCE up and running.

Several days after filing the prospectus for its CCE public offering, The Coca-Cola Company signed an agreement to buy Coca-Cola Bottling Company of Southern Florida with the intention of turning around and selling the bottling group to CCE. This, the soft drink company did and would continue to do, building up its control over its domestic bottlers located in regions contiguous to the bottling operations it already owned through its 49 percent stake in CCE. Donald Keough, chief operating officer of The Coca-Cola Company and CCE's chairman, superintended over this expansion of CCE's operating territory, but the bottling company was essentially stewarded during its first years by Brian Dyson, who was described by the Wall Street Journal as a "professorial Argentine who runs marathons." Dyson was selected as CCE's chief executive officer after earning much praise as the president of Coca-Cola USA, the domestic soft drink arm of The Coca-Cola Company; in that capacity, Dyson had spearheaded the soft drink company's marketing forays into the sale of diet Coke and the company's reformulated "new" Coke.

In his new position, Dyson faced the formidable task of satisfying CCE's shareholders in a business essentially foreign to The Coca-Cola Company. In contrast to the company he left to lead CCE, Dyson found himself in the less profitable, more capital-intensive business of carbonating Coca-Cola concentrate, bottling it, and selling it to stores, where the contentious pricing battle between The Coca-Cola Company and PepsiCo reached its most palpable point. Ironically, in this battle, The Coca-Cola Company and CCE fought for divergent goals: The Coca-Cola Company was concerned primarily with the volume of concentrate it sold, which generally increased when the retail price of Coke dropped, while CCE was concerned primarily with keeping its production and distribution costs as far below the retail price of Coke as possible. Thrust into this new, somewhat alien segment of the soft drink industry, Dyson went about bottling and selling a very familiar product, increasing the scope of CCE operations throughout the late 1980s.

In July 1987, CCE acquired the group of bottling companies The Coca-Cola Company had acquired in the fall of 1986, paying its 49 percent owners $173 million for bottling properties in Florida, Alabama, and Texas. Six months later, in January 1988, CCE agreed to pay $500 million to acquire additional bottlers from The Coca-Cola Company, this time for operations serving Miami, Memphis, Delaware, and Maryland. This set of acquisitions gave The Coca-Cola Company control over 45 percent of its domestic volume.

Other minor acquisitions followed, including the absorption of West Georgia Coca-Cola Bottlers, Inc., Coca-Cola Bottling Co. of West Point-LaGrange, Palestine Coca-Cola Bottling Co., and Coca-Cola Bottling Co. of Greenville, Inc., all purchased in 1989. As CCE entered the 1990s, it purchased another large bottler from The Coca-Cola Company, Coca-Cola Bottling Company of Arkansas, for an estimated $250 million, leading the way to an acquisition the following year that signalled significant changes at CCE. Available for acquisition was Johnston Coca-Cola Bottling Company of Chattanooga, of which The Coca-Cola Company already owned 20 percent. Johnston represented roughly 11 percent of national Coca-Cola volume, second in size only to CCE itself. Serving a population base of 27.5 million spread across 15 states, Johnston's operations would place 55 percent of total domestic Coca-Cola bottle-and-can volume under one operational and financial structure--the ever-widening corporate umbrella of CCE--but perhaps as equally beneficial for CCE was the managerial expertise the company would obtain through its purchase of Johnston. This infusion of new management was needed because CCE, in the four years since its formation, had demonstrated lackluster performance by executing its role as a Coca-Cola bottler in 26 states with disappointing results.

During CCE's first four years of existence, much of Coca-Cola's domestic volume growth was derived not from CCE's bottling operations but from The Coca-Cola Company's independent franchised bottlers. Much of the blame for CCE's woes, which in addition to flat sales included low employee morale, was placed on the shoulders of the company's chief executive, Dyson. Critics charged that Dyson lacked the "street smarts" and the proper personality to deal with retailers. Whatever the cause of CCE's ails, the effect was clear: CCE needed to substantially ameliorate its performance. Johnston's president and chief operating officer, Henry Schimberg, and its 45 percent owner, Summerfield K. Johnston were perceived as the managers to effect such a turnaround.

Summerfield Johnston, whose grandfather purchased the first Coca-cola bottling franchise in 1901, and Schimberg, who was slated to occupy the same positions at CCE as he did at Johnston, were respected as skilled bottling managers--something Dyson, despite his success at Coca-Cola USA, was not. Under Schimberg's stewardship, Johnston Bottling had recorded eight percent annual growth in sales volume--twice the industry rate--and nearly quintupled its operating profit during the same span that Dyson had overseen CCE's flat growth. Dyson, it readily became apparent, was on his way out, a prediction made by the business press when it was learned that Dyson was not even informed of the pending Johnston acquisition until a deal had already been struck.

In December 1991, CCE acquired Johnston and with it, the talents of Schimberg, who took over the day-to-day operations of CCE. In his new post, Schimberg successfully achieved a profitable balance between the opposing goals of price and volume. Between 1991 and 1993, operating profit rose from $538 million to $804 million, while bottle-and-can case growth jumped from 0 percent to four percent. More important to CCE's shareholders, who held a 51 percent stake in the company, CCE's stock price climbed from $12.25 to $19.00 by 1994, giving both CCE shareholders and CCE management hope that the company would continue to record encouraging growth in the future.

As CCE entered the mid-1990s, Schimberg's strategic maneuvers continued to work their magic. By reorganizing the company, Schimberg had laid a new foundation for its future, decentralizing CCE's management to drive decision-making down as close to the point of retail sale as possible. In this manner, with close attention paid to the point of sale, Schimberg hoped to create a legacy of success for The Coca-Cola Company's largest bottling group.

Principal Subsidiaries: BCI Coca-Cola Bottling Co. of Los Angeles; Bottling Holdings (International) Inc.; CCT Acquisition Corporation, Inc.; The Coca-Cola Bottling Company of Memphis; Delaware Coca-Cola Bottling Company; Enterprises Consulting, Inc.; Florida Coca-Cola Bottling Company; Johnston Coca-Cola Bottling Group, Inc.; The Louisiana Coca-Cola Bottling Company, Ltd.; Valley Coca-Cola Bottling Company, Inc.; Vending Holding Company; The Wave Insurance Company.

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