UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1) (1)
Embotelladora Andina S.A.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
None *
(CUSIP Number)
* CUSIP number for American Depositary Shares representing Common Stock is
29081P 10 5
James E. Chestnut
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
December 17, 1996
(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(b)(3) or (4), check the
following box [ ].
(1) 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>
<PAGE>
SCHEDULE 13D
CUSIP No. - None (1)
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 24,000,000 shares of Common Stock, no par value
BENEFICIALLY (Represents the aggregate number of shares beneficially
OWNED BY owned by the Reporting Persons filing this Schedule 13D
EACH -- See Attachment A)
REPORTING
PERSON 8 SHARED VOTING POWER
WITH None
9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(Represents the aggregate number of shares beneficially
owned by the Reporting Persons filing this Schedule 13D
-- See Attachment A)
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,000,000 shares of Common Stock, no par value
(Represents the aggregate number of shares beneficially owned
by the Reporting Person filing this Schedule 13D -- See Attachment A)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.65% (2)
14 TYPE OF REPORTING PERSON*
CO
- ----------------
(1) CUSIP number for American Depositary Shares representing Common Stock
is 29081P 10 5
(2) Assumes no exercise of preemptive rights by the shareholders of
Embotelladora Andina S.A. and reflects the exercise of withdrawal
rights by the shareholders of Embotelladora Andina S.A. with respect
to 15,460,922 shares of Common Stock, all in connection with the
capital increase of Embotelladora Andina S.A. pursuant to which
these shares have been acquired.
*SEE INSTRUCTIONS BEFORE FILLING OUT
- 2 -
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. - None (1)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Coca-Cola Interamerican Corporation
13-1940209
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 24,000,000 shares of Common Stock, no par value
BENEFICIALLY (Represents the aggregate number of shares beneficially
OWNED BY owned by the Reporting Persons filing this Schedule 13D
EACH -- See Attachment A)
REPORTING
PERSON 8 SHARED VOTING POWER
WITH None
9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(Represents the aggregate number of shares beneficially
owned by the Reporting Persons filing this Schedule 13D
-- See Attachment A)
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,000,000 shares of Common Stock, no par value
(Represents the aggregate number of shares beneficially owned
by the Reporting Person filing this Schedule 13D -- See Attachment A)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.65% (2)
14 TYPE OF REPORTING PERSON*
CO
- ----------------
(1) CUSIP number for American Depositary Shares representing Common Stock
is 29081P 10 5
(2) Assumes no exercise of preemptive rights by the shareholders of
Embotelladora Andina S.A. and reflects the exercise of withdrawal
rights by the shareholders of Embotelladora Andina S.A. with respect
to 15,460,922 shares of Common Stock, all in connection with the
capital increase of Embotelladora Andina S.A. pursuant to which
these shares have been acquired.
*SEE INSTRUCTIONS BEFORE FILLING OUT
- 3 -
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. - None (1)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Coca-Cola Export Corporation
13-1525101
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 24,000,000 shares of Common Stock, no par value
BENEFICIALLY (Represents the aggregate number of shares beneficially
OWNED BY owned by the Reporting Persons filing this Schedule 13D
EACH -- See Attachment A)
REPORTING
PERSON 8 SHARED VOTING POWER
WITH None
9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(Represents the aggregate number of shares beneficially
owned by the Reporting Persons filing this Schedule 13D
-- See Attachment A)
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,000,000 shares of Common Stock, no par value
(Represents the aggregate number of shares beneficially owned
by the Reporting Person filing this Schedule 13D -- See Attachment A)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.65% (2)
14 TYPE OF REPORTING PERSON*
CO
- ----------------
(1) CUSIP number for American Depositary Shares representing Common Stock
is 29081P 10 5
(2) Assumes no exercise of preemptive rights by the shareholders of
Embotelladora Andina S.A. and reflects the exercise of withdrawal
rights by the shareholders of Embotelladora Andina S.A. with respect
to 15,460,922 shares of Common Stock, all in connection with the
capital increase of Embotelladora Andina S.A. pursuant to which
these shares have been acquired.
*SEE INSTRUCTIONS BEFORE FILLING OUT
- 4 -
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. - None (1)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Coca-Cola de Argentina S.A.
(TIN - n/a)
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
Republic of Argentina
NUMBER OF 7 SOLE VOTING POWER
SHARES 24,000,000 shares of Common Stock, no par value
BENEFICIALLY (Represents the aggregate number of shares beneficially
OWNED BY owned by the Reporting Persons filing this Schedule 13D
EACH -- See Attachment A)
REPORTING
PERSON 8 SHARED VOTING POWER
WITH None
9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(Represents the aggregate number of shares beneficially
owned by the Reporting Persons filing this Schedule 13D
-- See Attachment A)
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,000,000 shares of Common Stock, no par value
(Represents the aggregate number of shares beneficially owned
by the Reporting Person filing this Schedule 13D -- See Attachment A)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.65% (2)
14 TYPE OF REPORTING PERSON*
CO
- ----------------
(1) CUSIP number for American Depositary Shares representing Common Stock
is 29081P 10 5
(2) Assumes no exercise of preemptive rights by the shareholders of
Embotelladora Andina S.A. and reflects the exercise of withdrawal
rights by the shareholders of Embotelladora Andina S.A. with respect
to 15,460,922 shares of Common Stock, all in connection with the
capital increase of Embotelladora Andina S.A. pursuant to which
these shares have been acquired.
*SEE INSTRUCTIONS BEFORE FILLING OUT
- 5 -
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. - None (1)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bottling Investment Limited
(TIN - n/a)
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
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 24,000,000 shares of Common Stock, no par value
BENEFICIALLY (Represents the aggregate number of shares beneficially
OWNED BY owned by the Reporting Persons filing this Schedule 13D
EACH -- See Attachment A)
REPORTING
PERSON 8 SHARED VOTING POWER
WITH None
9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(Represents the aggregate number of shares beneficially
owned by the Reporting Persons filing this Schedule 13D
-- See Attachment A)
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,000,000 shares of Common Stock, no par value
(Represents the aggregate number of shares beneficially owned
by the Reporting Person filing this Schedule 13D -- See Attachment A)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.65% (2)
14 TYPE OF REPORTING PERSON*
CO
- ----------------
(1) CUSIP number for American Depositary Shares representing Common Stock
is 29081P 10 5
(2) Assumes no exercise of preemptive rights by the shareholders of
Embotelladora Andina S.A. and reflects the exercise of withdrawal
rights by the shareholders of Embotelladora Andina S.A. with respect
to 15,460,922 shares of Common Stock, all in connection with the
capital increase of Embotelladora Andina S.A. pursuant to which
these shares have been acquired.
*SEE INSTRUCTIONS BEFORE FILLING OUT
- 6 -
<PAGE>
<PAGE>
ATTACHMENT A
Pursuant to the SPC Purchase Agreement (as defined in
Item 4), Coca-Cola Interamerican Corporation and Coca-Cola
de Argentina S.A. have acquired Bottling Investment Limited
("SPC"), which owns 24,000,000 shares of Common Stock, no
par value, of Embotelladora Andina S.A. Coca-Cola de
Argentina S.A. is a wholly owned subsidiary of The Coca-Cola
Export Corporation, and The Coca-Cola Export Corporation and
Coca-Cola Interamerican Corporation are each wholly owned
subsidiaries of The Coca-Cola Company. SPC is now a subsidiary
of Coca-Cola de Argentina S.A. (which owns approximately 5.88%
of the outstanding capital stock of SPC) and Coca-Cola
Interamerican Corporation (which owns approximately 94.12% of the
outstanding capital stock of SPC).
- 7 -
<PAGE>
<PAGE>
AMENDMENT NO. 1
TO
STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is amended and supplemented by adding to the
information previously filed under this item the following:
This statement is being filed by The Coca-Cola Company
("KO"), KO's direct wholly owned subsidiaries, Coca-Cola
Interamerican Corporation ("Interamerican") and The Coca-Cola
Export Corporation ("Export"), each of which companies
is a Delaware corporation having its principal executive
offices at One Coca-Cola Plaza, Atlanta, Georgia 30313,
telephone (404) 676-2121, KO's indirect wholly owned
subsidiary, Coca-Cola de Argentina S.A. ("CC Argentina"), an
Argentine corporation having its principal executive offices
at Paraguay 733, 1057 Buenos Aires, Argentina, telephone
541-319-2000, and KO's indirect wholly owned subsidiary,
Bottling Investment Limited ("SPC"), a Cayman Islands
corporation having its principal executive offices at Ugland
House, P.O. Box 309, Georgetown, Grand Cayman, Cayman
Islands, British West Indies, telephone (809) 949-8066.
Certain information with respect to the directors and
executive officers of KO, Interamerican, Export and CC
Argentina and the directors of SPC is set forth in Exhibit
99.1 attached hereto (which replaces in its entirety the
previously filed Exhibit 99.1), including each director's
and executive officer's business address, present principal
occupation or employment, citizenship and other information.
None of KO, Interamerican, Export, CC Argentina and SPC nor,
to the best of its respective knowledge, any director,
executive officer or controlling person of KO,
Interamerican, Export, CC Argentina or SPC 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 either such party or any director,
executive officer or controlling person of such party 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.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended and supplemented by adding to the
information previously filed under this item the following:
On December 17, 1996, Interamerican and CC Argentina
consummated the acquisition of the beneficial ownership of
24,000,000 shares (the "Acquired Shares") of Common Stock of
Embotelladora Andina S.A. ("Andina") through the acquisition
of SPC. Also on December 17, 1996, Inversiones del
Atlantico S.A., an Argentine company and a subsidiary of
Andina ("Atlantico"), acquired (i) all of the capital stock
of Complejo Industrial PET (CIPET) S.A., a wholly owned
subsidiary of CC Argentina ("CIPET"), and approximately U.S.
$66.36 million of debt owed by CIPET to Interamerican and
(ii) approximately 78.7% of the capital stock of INTI S.A.
Industrial y Comercial, the Coca-Cola bottler based in
Cordoba, Argentina ("INTI"). Such transactions were
effected pursuant to the Stock Purchase Agreement
dated as of September 5, 1996 (the "Andina Purchase
Agreement") among Andina, Inversiones Freire Ltda. and
- 8 -
<PAGE>
<PAGE>
Inversiones Freire Dos Ltda. (collectively, the "Majority
Shareholders"), Citicorp Banking Corporation ("Citicorp") and
SPC, and the Stock Purchase Agreement dated as of September 5,
1996 (the "SPC Purchase Agreement") among Andina, Atlantico, the
Majority Shareholders, KO, Interamerican, CC Argentina, Citicorp
and SPC. The Andina Purchase Agreement and the SPC Purchase
Agreement are sometimes referred to herein collectively as
the "Stock Purchase Agreements." KO, Interamerican and CC
Argentina are sometimes referred to herein collectively as
the "KO Parties."
In connection with the consummation of the transactions
contemplated by the Stock Purchase Agreements, the Majority
Shareholders, Citibank N.A. (the "Custody Agent"), KO,
Interamerican and CC Argentina also executed an Amendment
(the "Option Agreement Amendment") to the Stock Purchase
Option Agreement and Custody Agreement dated as of September
5, 1996 among the Majority Shareholders, the Custody Agent,
KO, Interamerican and CC Argentina (the "Option Agreement").
A copy of the Option Agreement Amendment is attached hereto
as Exhibit 99.9 and is incorporated herein by reference.
The Option Agreement Amendment amends the termination
provisions of the option granted to the KO Parties under the
Option Agreement (the "Option") to acquire, at any time
after the date of the Option Agreement until December 31,
2130 upon the occurrence of certain conditions, certain
additional securities of Andina owned by the Majority
Shareholders, all as described further in Item 6 of this
Amendment No. 1 to Schedule 13D. The Option Agreement
Amendment also revises the fees payable by the Majority
Shareholders to the Custody Agent in connection with such
arrangement.
In addition, in connection with the consummation of such
transaction, Andina, KO, Interamerican, CC Argentina, SPC
and the Majority Shareholders also executed Amendment No. 1
(the "Shareholders' Agreement Amendment") to the
Shareholders' Agreement dated as of September 5, 1996 among
such parties (the "Shareholders' Agreement"). A copy of the
Shareholders' Agreement Amendment is attached hereto as
Exhibit 99.10 and is incorporated herein by reference. The
Shareholders' Agreement Amendment effected certain technical
changes to the Shareholders' Agreement.
KO, Interamerican and CC Argentina intend to liquidate SPC
as soon as practicable. The Acquired Shares held by SPC
will be distributed to Interamerican (47,062.37 shares) and
CC Argentina (2,937.63 shares) upon the liquidation of SPC.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is amended and supplemented by adding to the
information previously filed under this item the following:
As a result of the consummation of the transactions
contemplated by the Stock Purchase Agreements, CC Argentina
and Interamerican collectively own all of the outstanding
capital stock of SPC, and the sole asset of SPC is the
Acquired Shares. Interamerican and CC Argentina are direct
or indirect subsidiaries of KO, and CC Argentina is a direct
subsidiary of Export. CC Argentina owns approximately 5.88%
of the capital stock of SPC, and Interamerican owns
approximately 94.12% of the capital stock of SPC.
Thus, as a result of the acquisition by CC Argentina and
Interamerican of the capital stock of SPC and, indirectly,
the Acquired Shares, KO, CC Argentina, Interamerican and
Export collectively beneficially own and have sole voting
and dispositive power over an aggregate of 24,000,000 shares
of Common Stock (or, after giving effect to the
Reclassification (as defined in Item 6), 24,000,000 shares
of Class A Stock and 24,000,000 shares of Class B Stock),
or approximately 6.65% of the outstanding capital stock of
Andina (assuming no exercise of any preemptive rights
to acquire shares of Common Stock by existing
- 9 -
<PAGE>
<PAGE>
shareholders of Andina and reflecting the exercise of
withdrawal rights with respect to approximately 15,460,922
shares of Common Stock by existing shareholders of Andina).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is amended and supplemented by adding to the
information previously filed under this Item the following:
STOCK PURCHASE AGREEMENTS
On December 17, 1996, Andina consummated the transactions
contemplated by the Andina Purchase Agreement with the
Majority Shareholders, Citicorp, and SPC pursuant to which
SPC acquired 24,000,000 shares of Common Stock. Also on
December 17, 1996, Andina, Atlantico, the Majority
Shareholders, KO, Interamerican, CC Argentina, Citicorp and
SPC consummated the transactions contemplated by the SPC
Stock Purchase Agreement, pursuant to which
(i) Interamerican and CC Argentina acquired all of the
outstanding shares of capital stock of SPC and (ii)
Atlantico acquired (x) all of the outstanding shares of
capital stock of CIPET and approximately U.S.$66.36 million
of debt of CIPET currently owed to Interamerican and (y) the
78.7% of the outstanding shares of capital stock of INTI
owned by Interamerican.
OPTION AGREEMENT
On December 17, 1996, in connection with the consummation of
the transactions contemplated by the Stock Purchase
Agreements, the Majority Shareholders, the Custody Agent,
KO, Interamerican and CC Argentina also executed the Option
Agreement Amendment. The Option Agreement Amendment amends
the termination provisions of the Option to provide that the
Option shall terminate upon the occurrence of any of the
following:
(i) if the KO Parties sell their shares of Andina
to persons (other than the KO Parties and their
subsidiaries) and such sale has as a direct result
that during the 30 days following such sale the KO
Parties and their subsidiaries become owners in
the aggregate (a) of less than 15,660,000 ordinary
Shares before the Reclassification occurs (or if
the Reclassification occurred and a subsequent
event results in that there are only ordinary
Shares of Andina); or (b) less than 15,660,000
Series A Shares of Andina if the Reclassification
occurred and the Series A Shares of Andina
continue to be outstanding;
(ii) if the Majority Shareholders notify the KO
Shareholders in writing that the ownership level of
Andina stock held by KO and its subsidiaries has
fallen below (a) 4% of the outstanding Common Stock
if the reclassification (the "Reclassification") of
the existing Common Stock of Andina into two series
of shares, the Series A Shares and the Series B
Shares has not occurred or if following such
Reclassification an event occurs with the result
that only Common Stock of Andina is outstanding, or
(b) 4% of the Series A Shares if such Reclassification
has occurred and Series A Shares continue to
be outstanding; provided that this clause (ii)
will only apply if KO and its subsidiaries within
one year following the receipt of such written
notice fail to restore their ownership of Andina
stock to at least such applicable 4% level;
(iii) if the bottling agreements between KO and
Andina are terminated by Andina as a direct result
of a breach of such agreements by KO or if KO
declines to negotiate in good faith with respect
to the renewal of such agreements; or
- 10 -
<PAGE>
<PAGE>
(iv) one year after the termination by KO of the
bottling agreements, unless the option exercise
process has been initiated.
The Option Agreement Amendment also revises the fees payable
by the Majority Shareholders to the Custody Agent in
connection with such arrangement.
SHAREHOLDERS' AGREEMENT
On December 17, 1996, in connection with the consummation of
the transactions contemplated by the Stock Purchase
Agreements, Andina, KO, Interamerican, CC Argentina, SPC and
the Majority Shareholders also executed the Shareholders'
Agreement Amendment. The Shareholders' Agreement Amendment
effected certain technical changes to the Shareholders'
Agreement.
- 11 -
<PAGE>
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 - Directors and Executive Officers
Exhibit 99.9 - Amendment dated December 17, 1996 to
Stock Purchase Option Agreement and Custody
Agreement dated as of September 5, 1996 by
and among Inversiones Freire Ltda.,
Inversiones Freire Dos Ltda., The Coca-Cola
Company, Coca-Cola Interamerican Corporation,
Coca-Cola de Argentina S.A. and Citibank N.A.
Exhibit 99.10 - Amendment No. 1 dated December 17, 1996
to Shareholders' Agreement dated as of
September 5, 1996 by and among Embotelladora
Andina S.A., The Coca-Cola Company, Coca-Cola
Interamerican Corporation, Coca-Cola de
Argentina S.A., Bottling Investment Limited,
Inversiones Freire Ltda. and Inversiones
Freire Dos Ltda.
Exhibit 99.11 - Joint Filing Agreement dated as of
December 17, 1996, by and among The Coca-Cola
Company, Coca-Cola Interamerican Corporation,
The Coca-Cola Export Corporation, Coca-Cola
de Argentina S.A. and Bottling Investment
Limited.
- 12 -
<PAGE>
<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/ JAMES E. CHESTNUT
James E. Chestnut
Senior Vice President and
Chief Financial Officer
Date: December 17, 1996
COCA-COLA INTERAMERICAN CORPORATION
By: /s/ JAMES E. CHESTNUT
James E. Chestnut
Vice President and
Chief Financial Officer
Date: December 17, 1996
THE COCA-COLA EXPORT CORPORATION
By: /s/ JAMES E. CHESTNUT
James E. Chestnut
Senior Vice President and
Chief Financial Officer
Date: December 17, 1996
COCA-COLA DE ARGENTINA S.A.
By: /s/ GLENN JORDAN
Glenn Jordan
President
Date: December 17, 1996
BOTTLING INVESTMENT LIMITED
By: /s/ GLENN JORDAN
Glenn Jordan
Director
Date: December 17, 1996
- 13 -
<PAGE>
<PAGE>
EXHIBIT DESCRIPTION
99.1 Directors and Executive Officers
99.9 Amendment dated December 17, 1996 to
Stock Purchase Option Agreement and Custody
Agreement dated as of September 5, 1996 by and
among Inversiones Freire Ltda., Inversiones
Freire Dos Ltda., The Coca-Cola Company,
Coca-Cola Interamerican Corporation, Coca-Cola
de Argentina S.A. and Citibank N.A.
99.10 Amendment No. 1 dated December 17, 1996 to
Shareholders' Agreement dated as of September
5, 1996 by and among Embotelladora Andina
S.A., The Coca-Cola Company, Coca-Cola
Interamerican Corporation, Coca-Cola de
Argentina S.A., Bottling Investment Limited,
Inversiones Freire Ltda. and Inversiones
Freire Dos Ltda.
99.11 Joint Filing Agreement dated as of December 17,
1996, by and among The Coca-Cola Company, Coca-Cola
Interamerican Corporation, The Coca-Cola Export
Corporation, Coca-Cola de Argentina S.A. and Bottling
Investment Limited.
EXHIBIT 99.1
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is the name, business address and present occupation
or employment of each director and executive officer of The Coca-Cola
Company, The Coca-Cola Export Corporation, Coca-Cola Interamerican
Corporation, Coca-Cola de Argentina S.A. and Bottling Investment Limited.
Except as indicated below, each such person is a citizen of the United
States. None of the directors and executive officers named below own
any Common Stock of Embotelladora Andina S.A. 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,
The Coca-Cola Export Corporation, Coca-Cola Interamerican Corporation
and each director of Coca-Cola de Argentina S.A. and Bottling Investment
Limited is One Coca-Cola Plaza, Atlanta, Georgia 30313.
<TABLE>
<CAPTION>
DIRECTORS OF THE COCA-COLA COMPANY
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
<S> <C> <C>
Roberto C. Goizueta * Chairman of the Board of
Directors and Chief Executive
Officer of The Coca-Cola Company
M. Douglas Ivester * President and Chief Operating
Officer of The Coca-Cola Company
Herbert A. Allen President, Chief Executive Allen & Company
Officer and a Managing Director Incorporated
of Allen & Company Incorporated, 711 Fifth Avenue
a privately held investment New York, NY 10022
banking firm
Ronald W. Allen Chairman of the Board, President Delta Air Lines, Inc.
and Chief Executive Officer of Hartsfield International
Delta Air Lines, Inc., a major Airport
U.S. air transportation company Atlanta, GA 30320
Cathleen P. Black President of the Hearst Magazines Hearst Magazines
Division of The Hearst Corpora- 959 8th Avenue
tion, a major media and commu- New York, NY 10019
nications company
Warren E. Buffett Chairman of the Board of Berkshire Hathaway Inc.
Directors and Chief Executive 1440 Kiewit Plaza
Officer of Berkshire Hathaway Omaha, NE 68131
Inc., a diversified holding
company
Charles W. Duncan, Jr. Private investor Duncan Interests
600 Travis, Suite 6100
Houston, TX 77002-3007
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS OF THE COCA-COLA COMPANY
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
<S> <C> <C>
Susan B. King Leader in Residence, Hart Hart Leadership Program
Leadership Program, Duke Terry Sanford Institute
University, a program for the of Public Policy
development and advancement of Duke University
leadership and management Box 90248
skills in the public and private Durham, NC 27708-0248
sectors
Donald F. McHenry University Research Professor Edmund A. Walsh School
of Diplomacy and International of Foreign Service
Affairs, Georgetown University; Georgetown University
President of The IRC Group, a Washington, D.C. 20057
New York City and Washington,
D.C. consulting firm
Paul F. Oreffice Retired as Chairman of the Board 2630 Barcelona Drive
of Directors of The Dow Chemical Fort Lauderdale, FL 33301
Company in 1992 (The Dow Chemical
Company is a diversified chemical,
metals, plastics and packaging
company)
James D. Robinson III Chairman and Chief Executive J.D. Robinson Inc.
Officer of RRE Investors, LLC, a 22nd Floor
private venture investment firm; 126 East 56th Street
President of J.D. Robinson Inc., New York, NY 10022
a strategic advisory company;
Senior Advisor to Trust Company
of the West, an insurance and
investment management firm
Peter V. Ueberroth Investor and Managing Director, The Contrarian Group, Inc.
The Contrarian Group, Inc., a Suite 900
management company 500 Newport Center Drive
Newport Beach, CA 92660
James B. Williams Chairman of the Board of SunTrust Banks, Inc.
Directors and Chief Executive P.O. Box 4418
Officer, SunTrust Banks, Inc., Atlanta, GA 30302
a bank holding company
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
<S> <C> <C>
James E. Chestnut Senior Vice President and Chief
Financial Officer
Mr. Chestnut is a citizen of
the United Kingdom.
Jack L. Stahl Senior Vice President and President
of the North America Group
Weldon H. Johnson Senior Vice President and
President of the Latin America
Group
E. Neville Isdell Senior Vice President and
President of the Greater Europe
Group
Mr. Isdell is a citizen of the
United Kingdom and Northern
Ireland.
Douglas N. Daft Senior Vice President and President
of the Middle and Far East Group
Mr. Daft is a citizen of Australia.
Carl Ware Senior Vice President and President
of the Africa Group
Joseph R. Gladden, Jr. Senior Vice President and General
Counsel
Sergio S. Zyman Senior Vice President and Chief
Marketing Officer
Earl T. Leonard, Jr. Senior Vice President,
Corporate Affairs
Anton Amon Senior Vice President and Manager
of the Product Integrity Division
George Gourlay Senior Vice President and Manager
of the Technical Operations
Division
Ralph H. Cooper Senior Vice President and The Minute Maid Company
President and Chief Executive 2000 St. James Place
Officer of The Minute Maid Houston, TX 77056
Company
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA EXPORT CORPORATION
PRINCIPAL OCCUPATION
NAME AND TITLE OR EMPLOYMENT ADDRESS
<S> <C> <C>
Roberto C. Goizueta Chairman of the Board of
Chairman of the Board Directors and Chief Executive
and a Director Officer of The Coca-Cola Company
M. Douglas Ivester President and Chief Operating
President and a Director Officer of The Coca-Cola Company
James E. Chestnut Senior Vice President and Chief
Senior Vice President, Financial Officer, The Coca-Cola
Chief Financial Officer Company
and a Director
Mr. Chestnut is a citizen of
the United Kingdom.
Weldon H. Johnson Senior Vice President and
Senior Vice President President of the Latin America
Group, The Coca-Cola Company
E. Neville Isdell Senior Vice President and
Senior Vice President President of the Greater Europe
Group, The Coca-Cola Company
Mr. Isdell is a citizen of the
United Kingdom and Northern
Ireland.
</TABLE>
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS OF COCA-COLA INTERAMERICAN CORPORATION
PRINCIPAL OCCUPATION
NAME AND TITLE OR EMPLOYMENT ADDRESS
<S> <C> <C>
Roberto C. Goizueta Chairman of the Board of
Chairman of the Board Directors and Chief Executive
and a Director Officer of The Coca-Cola Company
M. Douglas Ivester President and Chief Operating
President and a Director Officer of The Coca-Cola Company
James E. Chestnut Senior Vice President and Chief
Vice President, Chief Financial Officer, The Coca-Cola
Financial Officer Company
and a Director
Mr. Chestnut is a citizen of
the United Kingdom.
Weldon H. Johnson Senior Vice President and
Vice President President of the Latin America
Group, The Coca-Cola Company
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS OF COCA-COLA DE ARGENTINA S.A.
PRINCIPAL OCCUPATION
NAME AND TITLE OR EMPLOYMENT ADDRESS
<S> <C> <C>
Glenn Jordan Vice President, Coca-Cola Coca-Cola de Argentina S.A.
Director and President International and President, Paraguay 733
River Plate Division of the 1057 Buenos Aires
Latin America Group, The Argentina
Coca-Cola Company
Mr. Jordan is a citizen of
Colombia.
Juan Manuel Almiron Senior Vice President and Asst. Coca-Cola de Argentina S.A.
Director and Vice to the President of the Paraguay 733
President River Plate Division of the 1057 Buenos Aires
Latin America Group, The Argentina
Coca-Cola Company
Mr. Almiron is a citizen of
Argentina.
Fernando Marin Executive Vice President and Coca-Cola de Argentina S.A.
Director Finance Director, River Plate Paraguay 733
Division of the Latin America 1057 Buenos Aires
Group, The Coca-Cola Company Argentina
Mr. Marin is a citizen of Chile.
Mario Rivera Legal Director, River Plate Coca-Cola de Argentina S.A.
Director Division of the Latin America Paraguay 733
Group, The Coca-Cola Company 1057 Buenos Aires
Argentina
Mr. Rivera is a citizen of
Colombia.
</TABLE>
<TABLE>
<CAPTION>
DIRECTORS OF BOTTLING INVESTMENT LIMITED
PRINCIPAL OCCUPATION
NAME AND TITLE OR EMPLOYMENT ADDRESS
<S> <C> <C>
James E. Chestnut Senior Vice President and Chief
Director Financial Officer, The Coca-Cola
Company
Mr. Chestnut is a citizen of
the United Kingdom.
Glenn Jordan Vice President, Coca-Cola Coca-Cola de Argentina S.A.
Director and President International and President, Paraguay 733
River Plate Division of the 1057 Buenos Aires
Latin America Group, The Argentina
Coca-Cola Company
Mr. Jordan is a citizen of
Colombia.
Mario Rivera Legal Director, River Plate Coca-Cola de Argentina S.A.
Director Division of the Latin America Paraguay 733
Group, The Coca-Cola Company 1057 Buenos Aires
Argentina
Mr. Rivera is a citizen of
Colombia.
</TABLE>
EXHIBIT 99.9
AMENDMENT TO STOCK PURCHASE OPTION AGREEMENT
AND CUSTODY AGREEMENT
On the 17th day of December, 1996, appear Mr. Jose Said Saffie
and Mr. Jose Antonio Garces Silva representing Inversiones Freire
Limitada ("Freire") and Inversiones Freire Dos Limitada ("Freire
Dos"), both also called for the purposes of this agreement the
"Grantors" or the "Owners", all of them domiciled for these
purposes at Huerfanos 863, 6th Floor, Santiago, Chile,
Mr. Rodrigo Romero Cabezas representing The Coca-Cola Company,
Coca-Cola Interamerican Corporation and Coca-Cola de Argentina
S.A. also referred to for the purposes of this agreement as
"Beneficiaries", all domiciled for these purposes at One
Coca-Cola Plaza, N.W., Atlanta, Georgia, United States of America;
Mr. Francisco Leon Delano representing Citibank N.A., also
referred for the purposes of this agreement as the "Custodian",
domiciled for these purposes at Avenida Andres Bello 2687, 7th
Floor, Santiago, Chile; and Mr. Jose Said Saffie and Mr. Jose
Antonio Garces Silva, representing Embotelladora Andina S.A. also
referred to for the purposes of this agreement as "Andina" or the
"issuing company" domiciled for these purposes at Avenida Andres
Bello No. 2687, 20th Floor, Santiago, Chile, who agree on the
following:
FIRST: The companies mentioned above, with date 5 September of
1996, entered into a Stock Purchase Option Agreement and a
Custody Agreement, and now it is the intention of the parties to
amend such agreements according to the terms of this document.
<PAGE>
<PAGE>
SECOND: The parties duly represented by the individuals mentioned
at the beginning of this document, agree to modify the Stock
Purchase Option Agreement already mentioned in the following
terms:
Clause Eighth of the Stock Purchase Option Agreement is amended
to substitute the a) phrase and the b) phrase for the following:
"(a) if the Beneficiaries or their Authorized Successors sell
shares of Andina to persons (other than the Beneficiaries and
their subsidiaries) and such sale has as a direct result that
during the 30 days following such sale the Beneficiaries or their
Authorized Successors (and their subsidiaries) become owners in
the aggregate (i) of less than 15,660,000 ordinary Shares before
the Reclassification occurs (or if the Reclassification occurred
and a subsequent event results in that there are only ordinary
Shares of Andina); or (ii) of less than 15,660,000 Series A Shares
of Andina if the Reclassification occurred and the Series A
Shares of Andina continue to be outstanding; (b) if the Grantors
notify the Beneficiaries in writing that the ownership level of
Andina Shares held by the Beneficiaries and their Authorized
Successors (and their subsidiaries) has fallen below (i) 4% of
the outstanding ordinary Shares of Andina before the
Reclassification (or if following such Reclassification an event
occurs with the result that only ordinary Shares of Andina are
outstanding), or (ii) 4% of the Series A Shares if the
Reclassification has occurred and Series A Shares continue to be
outstanding, but this termination event will only apply if the
Beneficiaries, their Authorized Successors and their subsidiaries
fail to restore their ownership of Andina Shares in the aggregate
to at least the applicable 4% level within a one year term
following the receipt of such written notice."
- 2 -
<PAGE>
<PAGE>
THIRD: The parties duly represented by individuals mentioned at
the beginning of this document, agree to modify the Custody
Agreement already cited according to the following terms:
paragraphs A., B. and C. of the "ANNEX OF COMMISSIONS" are
substituted by the following:
"A. In connection with the rendering of services under the
Custody Agreement, the Owners will pay to the Custodian
the following remuneration:
For the Custody service, the Owners will pay a
commission that will be determined in relation to
the value of the shares in custody at the closing
of each month, applying to such amount a rate of
0.02% of the average market value of the shares
under custody, with a total maximum per year of
the equivalent of USD 20,000 (twenty thousand U.S.
dollars).
At the closing of each month the amount under
custody will be valued using the closing price of
the shares pursuant to the information given by
the Santiago Stock Exchange.
B. The commission set forth above will be payable at the
end of each month within the first ten working days of
the month following the month during which the services
were rendered. For this purpose, during the first five
working days of each month, the Custodian will inform
the Owners of the amounts owed.
- 3 -
<PAGE>
<PAGE>
C. The amounts to be paid to the Custodian will be subject
to Value Added Tax (I.V.A.), in effect at the time of
the billing, which will be charged to the Owners.
Likewise, any other taxes that may be levied in the
future on the commission and in general on the services
of this agreement, will be charged to the Owners."
FOURTH: In all the rest the Stock Purchase Option Agreement and
the Custody Agreement already mentioned continue without changes
and in full force.
/s/ JOSE SAID SAFFIE
/s/ JOSE ANTONIO GARCES SILVA /s/ RODRIGO ROMERO
Jose Said Saffie Rodrigo Romero
Jose Antonio Garces Silva The Coca-Cola Company
Inversiones Freire Limitada
/s/ JOSE SAID SAFFIE
/s/ JOSE ANTONIO GARCES SILVA /s/ RODRIGO ROMERO
Jose Said Saffie Rodrigo Romero
Jose Antonio Garces Silva Coca-Cola Interamerican Corporation
Inversiones Freire Dos Limitada
/s/ JOSE SAID SAFFIE
/s/ JOSE ANTONIO GARCES SILVA /s/ RODRIGO ROMERO
Jose Said Saffie Rodrigo Romero
Jose Antonio Garces Silva Coca-Cola de Argentina S.A.
Embotelladora Andina S.A.
/s/ FRANCISCO LEON DELANO
Francisco Leon Delano
Citibank, N.A.
- 4 -
<PAGE>
<PAGE>
The undersigned represents that the foregoing translation of
the Amendment to Stock Purchase Option Agreement and Custody
Agreement is a fair and accurate English translation of such
document.
/s/ CAROL CROFOOT HAYES
Carol Crofoot Hayes
Senior Finance Counsel and
Assistant Secretary
EXHIBIT 99.10
AMENDMENT NO. 1 TO
SHAREHOLDERS' AGREEMENT
THIS AMENDMENT NO. 1 TO SHAREHOLDERS' AGREEMENT (this
"Amendment") is made and entered into as of the 17th day of
December, 1996, by and among EMBOTELLADORA ANDINA S.A., a
corporation organized under the laws of Chile ("Andina"), THE
COCA-COLA COMPANY, a corporation organized under the laws of
Delaware, U.S.A. ("KO"), COCA-COLA INTERAMERICAN CORPORATION, a
corporation organized under the laws of Delaware, U.S.A.
("Interamerican"), COCA-COLA DE ARGENTINA S.A., a corporation
organized under the laws of Argentina ("TCCC Argentina"),
BOTTLING INVESTMENT LIMITED, a corporation organized under the
laws of the Cayman Islands ("SPC"), INVERSIONES FREIRE LTDA., a
limited liability company organized under the laws of Chile
("Freire One"), and INVERSIONES FREIRE DOS LTDA., a limited
liability company organized under the laws of Chile ("Freire
Two," and together with Freire One, the "Majority Shareholders")
(KO, Interamerican, TCCC Argentina and SPC are hereinafter
referred to as the "KO Shareholders"; and the KO Shareholders and
the Majority Shareholders are hereinafter collectively referred
to as the "Shareholders" and each individually as a
"Shareholder").
W I T N E S S E T H:
WHEREAS, the Shareholders and Andina are parties to a
Shareholders' Agreement dated as of September 5, 1996 (the
"Original Agreement") with respect to certain matters relating to
Andina;
WHEREAS, the Shareholders and Andina desire to enter into
this Amendment to make certain technical modifications to the
Original Agreement;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and in the Original Agreement,
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree to amend the Original
Agreement as follows:
1. CERTAIN DEFINITIONAL CHANGES.
a. The Original Agreement is hereby amended by
deleting the phrase "Class A Stock" in each place where it
appears and substituting therefor the phrase "Series A Stock."
b. The Original Agreement is hereby amended by
deleting the phrase "Class B Stock" in each place where it
appears and substituting therefor the phrase "Series B Stock."
<PAGE>
<PAGE>
2. DEPOSIT AGREEMENT. Section 5.2(c) of the Original
Agreement is hereby amended by deleting the phrase "for the
determination of the Call Price" and substituting therefor the
phrase "to initiate the Option Exercise Process". Section 5.2(c)
of the Original Agreement is also hereby amended by deleting the
phrase "Callable Shares" and substituting therefor the phrase
"Option Shares".
3. COUNTERPARTS. This Amendment may be executed in one or
more counterparts, each of which shall for all purposes be deemed
to be an original and all of which shall constitute one and the
same instrument.
4. FULL FORCE AND EFFECT. Except as amended hereby, the
Original Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day first above written.
EMBOTELLADORA ANDINA S.A.
By: /s/ JOSE SAID SAFFIE
Name: Jose Said Saffie
Title: Chairman of the Board
By: /s/ JOSE ANTONIO GARCES SILVA
Name: Jose Antonio Garces Silva
Title: Director
THE COCA-COLA COMPANY
By: /s/ Lawrence R. Cowart
Name: Lawrence R. Cowart
Title: Vice President
COCA-COLA INTERAMERICAN CORPORATION
By: /s/ Lawrence R. Cowart
Name: Lawrence R. Cowart
Title: Vice President
- 2 -
<PAGE>
<PAGE>
COCA-COLA DE ARGENTINA S.A.
By: /s/ Rodrigo Romero
Name: Rodrigo Romero
Title: Attorney-in-fact
BOTTLING INVESTMENT LIMITED
By: /s/ FRANCISCO LEON DELANO
Name: Francisco Leon Delano
Title: Director
INVERSIONES FREIRE LTDA.
By: /s/ JOSE SAID SAFFIE
Name: Jose Said Saffie
Title: Attorney-in-fact
By: /s/ JOSE ANTONIO GARCES SILVA
Name: Jose Antonio Garces Silva
Title: Attorney-in-fact
INVERSIONES FREIRE DOS LTDA.
By: /s/ JOSE SAID SAFFIE
Name: Jose Said Saffie
Title: Attorney-in-fact
By: /s/ JOSE ANTONIO GARCES SILVA
Name: Jose Antonio Garces Silva
Title: Attorney-in-fact
- 3 -
EXHIBIT 99.11
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the
joint filing on behalf of each of them of a Statement on Schedule 13D
(including amendments thereto) with respect to the Common Stock of
Embotelladora Andina S.A., and further agree that this Joint Filing
Agreement be included as an exhibit to such joint filing. Each party to
this Joint Filing Agreement expressly authorizes The Coca-Cola Company to
file on such party's behalf any and all amendments to such Statement. Each
such party undertakes to notify The Coca-Cola Company of any changes giving
rise to an obligation to file an amendment to Schedule 13D and it is
understood that in connection with this Statement and all amendments
thereto each such party shall be responsible only for information supplied
by such party.
In evidence thereof, the undersigned, being duly authorized,
hereby execute this Agreement this 17th day of December, 1996.
THE COCA-COLA COMPANY
By:/s/ James E. Chestnut
James E. Chestnut
Senior Vice President and
Chief Financial Officer
COCA-COLA INTERAMERICAN
CORPORATION
By:/s/ James E. Chestnut
James E. Chestnut
Vice President and
Chief Financial Officer
COCA-COLA DE ARGENTINA S.A.
By:/s/ Glenn Jordan
Glenn Jordan
President
THE COCA-COLA EXPORT
CORPORATION
By:/s/ James E. Chestnut
James E. Chestnut
Senior Vice President and
Chief Financial Officer
BOTTLING INVESTMENT LIMITED
By:/s/ Glenn Jordan
Glenn Jordan
Director
