UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)
ABC DISPENSING TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
024759 10 2
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(CUSIP Number)
Lawrence F. Dickie
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York 10577
(914) 253-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 18, 1997
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(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 / /.
(Continued on following pages)
(Page 1 of 10 Pages)
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CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 2 of 10 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PepsiCo, Inc., I.R.S. Identification No. 13-1584302
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
Not applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
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NUMBER OF 7. SOLE VOTING POWER 966,500*
SHARES --------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY EACH --------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER 966,500*
PERSON WITH --------------------------------------
10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
966,500*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
/ /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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14. TYPE OF REPORTING PERSON
CO
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* Includes Warrants to purchase 500,000 shares as described
in Items 4 and 5.
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CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 3 of 10 Pages
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This Amendment No. 3 amends the Schedule 13D filed by PepsiCo, Inc. with the
Securities and Exchange Commission (the "SEC") on October 9, 1986, as amended by
Amendment No. 1 thereto dated October 10, 1995 and Amendment No. 2 thereto dated
November 10, 1995.
Item 1. Security and Issuer.
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This statement relates to the common stock, par value $.01 per share (the
"Common Stock"), of ABC Dispensing Technologies, Inc., formerly American
Business Computers Corporation and, prior thereto, Sebrn Corporation, a
corporation organized and existing under the laws of the State of Florida (the
"Issuer"), with its principal executive offices at 451 Kennedy Road, Akron, Ohio
44305.
Item 2. Identity and Background.
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(a) - (c) PepsiCo, Inc. is a corporation organized and existing under the
laws of North Carolina ("PepsiCo"), with its principal executive offices located
at 700 Anderson Hill Road, Purchase, New York 10577. PepsiCo, through various
divisions and subsidiaries, is currently engaged in the following domestic and
foreign business activities: soft drinks, snack foods and restaurants. PepsiCo
intends to spin off its restaurant business to shareholders as an independent
public company effective October 6, 1997.
The name, resident or business address, present principal occupation or
employment, and the name, principal business and address of the corporation or
other organization in which such employment is conducted, of each executive
officer and director of PepsiCo are set forth on Annex A attached hereto, and
are incorporated herein by reference.
(d) During the last five years, to the best knowledge of PepsiCo, none of
the executive officers or directors of PepsiCo has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, to the best knowledge of PepsiCo, none of
the executive officers or directors of PepsiCo was a party to a civil proceeding
of a judicial or
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CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 4 of 10 Pages
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administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to 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.
(f) Each executive officer and director of PepsiCo is a United States
citizen.
Item 3. Source and Amount of Funds or Other Consideration.
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No material change.
Item 4. Purpose of Transaction.
----------------------
PepsiCo acquired 2,000,000 shares of Common Stock, which was the subject
of PepsiCo's original Schedule 13D, in order to participate in one of a series
of transactions in which PepsiCo obtained a royalty bearing license with respect
to certain technology owned by the Issuer.
On June 19, 1995, the United States District Court for the Southern
District of New York entered a Final Judgment in a class action lawsuit known as
AMERICAN BUSINESS COMPUTERS CORPORATION SECURITIES LITIGATION (MDL Docket No.
913) approving a Stipulation of Settlement and directing the parties thereto
(including PepsiCo) to consummate the settlement of such action in accordance
with the terms and provisions contained in the Stipulation of Settlement. In
accordance therewith, on October 10, 1995, PepsiCo delivered to the Issuer
1,000,000 shares of Common Stock held by PepsiCo. Additionally, as part of such
settlement, PepsiCo received from the Issuer on November 10, 1995 warrants to
purchase 500,000 shares of Common Stock at an exercise price of $3.50 per share
(the "Warrants").
PepsiCo currently intends to dispose of its remaining shares of Common
Stock through ordinary brokerage transactions effected by Morgan Stanley & Co.
Inc. on the open market.
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CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 5 of 10 Pages
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Item 5. Interest in Securities of the Issuer.
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(a) As of the date hereof, PepsiCo beneficially owns 466,500 shares of
Common Stock, and the Warrants to purchase an additional 500,000 shares of
Common Stock. To the best of its knowledge, PepsiCo beneficially owns
approximately 5.7% of the Common Stock outstanding.
(b) PepsiCo has the sole power to vote, to direct the vote, to dispose of
or to direct the disposition of the 466,500 shares of Common Stock reported
herein; upon exercise of the Warrants, PepsiCo will also have the sole power to
vote, to direct the vote, to dispose of or to direct the disposition of any or
all shares of stock acquired upon such exercise.
(c) PepsiCo has engaged in the transactions set forth on Annex B attached
hereto with respect to the Common Stock during the past 60 days. Each of these
transactions was effected through Morgan Stanley & Co. Inc. in ordinary
brokerage transactions on the open market.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
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No material change.
Item 7. Material to be Filed as Exhibits.
---------------------------------
None.
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CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 6 of 10 Pages
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SIGNATURE
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.
September 11, 1997
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(Date)
PepsiCo, Inc.
/s/ LAWRENCE F. DICKIE
By-----------------------
(Signature)
Lawrence F. Dickie
Vice President, Associate
General Counsel and
Assistant Secretary
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(Name/Title)
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CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 7 of 10 Pages
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ANNEX A
Set forth below are the name, present principal occupation or employment
of each director and executive officer of PepsiCo and the name, principal
business and address of the corporation or organization in which such employment
is conducted (if other than at PepsiCo). The business address of each director
and executive officer of PepsiCo is 700 Anderson Hill Road, Purchase, New York
10577.
Directors:
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Name Principal Occupation and Address
- --------------- ----------------------------------------
John F. Akers Former Chairman and CEO, International
Business Machines Corporation
1055 Washington Blvd., Stamford, CT 06901
Robert E. Allen Chairman and CEO, AT&T Corp.
295 North Maple Ave., Room 4449J1
Basking Ridge, NJ 07920
D. Wayne Calloway Former Chairman and CEO, PepsiCo, Inc.
Roger A. Enrico Chairman and CEO, PepsiCo, Inc.
Peter Foy Chairman, Baring Brothers Int'l. Limited
60 London Wall, London EC2M 5TQ, England
Ray L. Hunt Chairman and CEO, Hunt Oil Company
Chairman, CEO and President, Hunt
Consolidated, Inc.
1445 Ross at Field, Dallas, TX 75202
John J. Murphy Managing Director, SMG Management, LLC,
5956 Sherry Lane, Suite 710,
Dallas, TX 75225
Steven S Reinemund Chairman and CEO, Frito-Lay Company
7701 Legacy Drive, Plano, TX 75024
Sharon Percy President and CEO, WETA public stations
Rockefeller 3700 South Four Mile Run Drive,
Arlington, VA 22206
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CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 8 of 10 Pages
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Franklin A. Thomas Consultant to the TFF Study Group
595 Madison Ave., 33rd Floor,
New York, NY 10022
P. Roy Vagelos Former Chairman and CEO, Merck & Co., Inc.
1 Crossroads Dr., Building A - 3rd Floor
Bedminster, NJ 07921
Karl M. von der Vice Chairman and CFO, PepsiCo, Inc.
Heyden
Craig E. Weatherup Chairman and CEO, Pepsi-Cola Company
1 Pepsi Way, Somers, NY 10589
Arnold R. Weber President, The Civic Committee of The
Commercial Club of Chicago,
21 South Clark St., Suite 3115,
Chicago, IL 60603
Executive Officers:
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Roger A. Enrico Chairman and CEO
Karl M. von der Vice Chairman and CFO
Heyden
John Cahill Senior Vice President and Treasurer
Robert L. Carleton Senior Vice President and Controller
Edward V. Lahey, Senior Vice President, General Counsel
Jr. and Secretary
Indra K. Nooyi Senior Vice President, Strategic
Planning
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CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 9 of 10 Pages
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ANNEX B
Set forth below are the transactions PepsiCo has engaged in with respect
to the Common Stock during the past 60 days.
Date Number of Shares Price Per Share
7/15/97 10,000 0.84375
7/18/97 50,000 0.87500
7/22/97 35,000 0.84375
7/23/97 50,000 0.84375
8/12/97 6,000 1.15625
8/13/97 10,000 1.00000
8/20/97 10,000 0.93750
8/25/97 15,000 0.93750
8/27/97 15,000 0.93750
9/2/97 15,000 0.93750
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CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 10 of 10 Pages
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EXHIBIT INDEX
Exhibit
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(24) Power of Attorney which is incorporated herein by reference from
PepsiCo's Form 10-K Annual Report for the Fiscal Year
Ended December 28, 1996
