UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2) (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
February 17, 1997
(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).
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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 (See Attachment A)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(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
(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%
14 TYPE OF REPORTING PERSON*
CO
- ----------------
(1) CUSIP number for American Depositary Shares representing Common Stock
is 29081P 10 5
*SEE INSTRUCTIONS BEFORE FILLING OUT
- 2 -
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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 (See Attachment A)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(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
(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%
14 TYPE OF REPORTING PERSON*
CO
- ----------------
(1) CUSIP number for American Depositary Shares representing Common Stock
is 29081P 10 5
*SEE INSTRUCTIONS BEFORE FILLING OUT
- 3 -
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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 (See Attachment A)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(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
(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%
14 TYPE OF REPORTING PERSON*
CO
- ----------------
(1) CUSIP number for American Depositary Shares representing Common Stock
is 29081P 10 5
*SEE INSTRUCTIONS BEFORE FILLING OUT
- 4 -
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<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 (See Attachment A)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(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
(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%
14 TYPE OF REPORTING PERSON*
CO
- ----------------
(1) CUSIP number for American Depositary Shares representing Common Stock
is 29081P 10 5
*SEE INSTRUCTIONS BEFORE FILLING OUT
- 5 -
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ATTACHMENT A
Following the SPC Distribution (as defined in Item 4 of this
Amendment No. 2 to Schedule 13D), Coca-Cola Interamerican
Corporation owns directly in the aggregate 22,589,938 shares of
Common Stock, no par value, of Embotelladora Andina S.A., and
Coca-Cola de Argentina S.A. owns directly in the aggregate
1,410,062 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.
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<PAGE>
AMENDMENT NO. 2
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 1. SECURITY AND ISSUER
This statement relates to the Common Stock, no par value, of Embotelladora
Andina S.A. ("Andina"). The legal address of Andina is Carlos Valdovinos
560, Casilla 488-3, Santiago, Chile, and the principal executive offices of
Andina are located at Avenida Andres Bello No. 2687, 20th Floor, Casilla
7187, Santiago, Chile.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated as follows:
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, and 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.
KO is the largest manufacturer and distributor of soft drink concentrates
and syrups in the world. The Minute Maid Company (formerly known as
Coca-Cola Foods), a division of The Coca-Cola Company, is the world's
largest processor of packaged citrus products.
Certain information with respect to the directors and executive officers of
KO, Interamerican, Export and CC Argentina 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 and CC Argentina nor, to the best of
their knowledge, any director, executive officer or controlling person of
KO, Interamerican, Export or CC Argentina 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 of KO, Interamerican, Export or CC Argentina or any
director, executive officer or controlling person of KO, Interamerican,
Export or CC Argentina 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.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended by adding the following:
The funds which would be used by any reporting person to acquire additional
shares of Common Stock of Andina as described in Item 4 of this Schedule 13D
would be expected to be obtained from its working capital.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following:
As previously disclosed in Amendment No. 1 to Schedule 13D, on December 17,
1996, Bottling Investment Limited ("SPC") acquired 24,000,000 shares of
Common Stock of Andina. CC Argentina owns approximately 5.88% of the
capital stock of SPC, and Interamerican owns approximately 94.12% of the
capital stock of SPC. On January 23, 1997, the shareholders of SPC adopted
a resolution providing for the liquidation of SPC in accordance with Cayman
Islands law and the Articles of Association of SPC, and on January 24,
1997, as part of such liquidation all of the shares of Common Stock of
Andina owned by SPC were distributed to Interamerican and CC Argentina in
accordance with their respective percentage equity interests in SPC (the
"SPC Distribution"). As a result of the SPC Distribution, on January 24,
1997 Interamerican owned directly approximately 22,589,938 shares of Common
Stock of Andina, and CC Argentina owned directly 1,410,062 shares of Common
Stock of Andina. Because SPC no longer owns any shares of Common Stock of
Andina following the SPC Distribution, it is no longer a reporting person
for purposes of this Schedule 13D.
The Coca-Cola Company has entered into negotiations with Andina regarding
the possible purchase by one of the reporting persons of up to approximately
18 million shares of Common Stock of Andina. These additional shares
represent a portion of the shares which remained unpurchased by existing
Andina stockholders who had preemptive rights by virtue of the issuance of
shares of Common Stock of Andina to SPC on December 17, 1996. If one or
more of the reporting persons were to purchase such shares, the purchase
price per share would be 2,264 Chilean pesos (which was the price at
which existing stockholders of Andina were permitted to exercise their
preemptive rights). No assurances can be given as to the outcome of such
negotiations or the number of shares of Common Stock of Andina, if any,
which would be purchased by a reporting person.
Except as discussed herein or as previously disclosed in this Schedule 13D,
none of KO, Export, Interamerican and CC Argentina has any plans or
proposals which relate to or would result in:
(i) The acquisition by any person of additional securities of
Andina, or the disposition of securities of Andina;
(ii) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Andina or any of
its subsidiaries;
- 8 -
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<PAGE>
(iii) A sale or transfer of a material amount of assets of Andina
or of any of its subsidiaries;
(iv) A change in the present board of directors or management of
Andina, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on
the board;
(v) Any material change in the present capitalization or dividend
policy of Andina;
(vi) Any other material change in Andina's business or corporate
structure;
(vii) Changes in Andina's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of Andina by any person;
(viii) Causing a class of securities of Andina to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered
national securities association;
(ix) A class of equity securities of Andina becoming eligible for
termination of registration pursuant to Section 12(g)(4) of
the Exchange Act; or
(x) Any action similar to any of those enumerated above.
However, KO, Export, Interamerican or CC Argentina at any time may propose
any of the foregoing which it considers desirable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended by adding the following:
Following the SPC Distribution, Interamerican owns directly 22,589,938
shares of Common Stock of Andina, and CC Argentina owns directly 1,410,062
shares of Common Stock of Andina. As described in Item 2 of this Schedule
13D, Interamerican and CC Argentina are direct or indirect subsidiaries of
KO, and CC Argentina is a direct subsidiary of Export. Thus, following the
SPC Distribution, 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 previously defined and described in the Schedule
13D dated September 5, 1996), 24,000,000 shares of Class A Stock of Andina
and 24,000,000 shares of Class B Stock of Andina), or approximately 6.65%
of the outstanding capital stock of Andina.
As a result of the SPC Distribution on January 24, 1997, SPC is no longer
the beneficial owner of any shares of Andina capital stock. Accordingly,
SPC is no longer a reporting person for purposes of this Schedule 13D.
The Coca-Cola Company has entered into negotiations with Andina regarding
the possible purchase by one of the reporting persons of up to approximately
18 million shares of Common Stock of Andina. These additional shares
- 9 -
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<PAGE>
represent a portion of the shares which remained unpurchased by existing
Andina stockholders who had preemptive rights by virtue of the issuance of
shares of Common Stock of Andina to SPC on December 17, 1996. If one or
more of the reporting persons were to purchase such shares, the purchase
price per share would be 2,264 Chilean pesos (which was the price at
which existing stockholders of Andina were permitted to exercise their
preemptive rights). No assurances can be given as to the outcome of
such negotiations or the number of shares of Common Stock of Andina, if
any, which would be purchased by a reporting person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended by adding the following:
Exhibit 99.1 - Directors and Executive Officers
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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: February 18, 1997
COCA-COLA INTERAMERICAN CORPORATION
By: /s/ JAMES E. CHESTNUT
James E. Chestnut
Vice President and
Chief Financial Officer
Date: February 18, 1997
THE COCA-COLA EXPORT CORPORATION
By: /s/ JAMES E. CHESTNUT
James E. Chestnut
Senior Vice President and
Chief Financial Officer
Date: February 18, 1997
COCA-COLA DE ARGENTINA S.A.
By: /s/ GLENN JORDAN
Glenn Jordan
President
Date: February 18, 1997
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Directors and Executive Officers
DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY
Set forth below is the name, business address, present occupation
or employment and five-year employment history 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 own any 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.
<TABLE>
DIRECTORS OF THE COCA-COLA COMPANY
<CAPTION>
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 Corporation 959 8th Avenue
a major media and communications New York, NY 10019
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>
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<TABLE>
DIRECTORS OF THE COCA-COLA COMPANY
<CAPTION>
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
Sam Nunn Partner of the law firm of King & Spalding
King & Spalding since 191 Peachtree Street
January 3, 1997; member of the Atlanta, GA 30303
United States Senate from 1972
through 1996
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
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>
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<TABLE>
EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY
<CAPTION>
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT ADDRESS
<S> <C> <C>
Ralph H. Cooper Senior Vice President and President The Minute Maid Company
and Chief Executive Officer of 2000 St. James Place
The Minute Maid Company Houston, TX 77056
Douglas N. Daft Senior Vice President and President
of the Middle and Far East Group
Mr. Daft is a citizen of Australia.
Timothy J. Haas 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.
Jack L. Stahl Senior Vice President and President
of the North America Group
Carl Ware Senior Vice President and President
of the Africa Group
Anton Amon Senior Vice President and Manager
of the Product Integrity Division
James E. Chestnut Senior Vice President and Chief
Financial Officer
Mr. Chestnut is a citizen of
the United Kingdom.
Joseph R. Gladden, Jr. Senior Vice President and General
Counsel
George Gourlay Senior Vice President and Manager
of the Technical Operations
Division
Earl T. Leonard, Jr. Senior Vice President,
Corporate Affairs
Sergio S. Zyman Senior Vice President and Chief
Marketing Officer
</TABLE>
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<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.
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.
</TABLE>
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<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>
